IB08 Q and A Solicitation on W9124D26QA135 for Army Trademark Licensing Program.pdf

Amendment 00002 - W9124D26QA135 for Army Trademark Licensing Program

1. The response date has been extended from 6 May 2026 to: 13 May 2026 at 2:00 pm, Eastern Time.

2. Period of performance for the base period has been revised as follows:

CLIN 0001 – phase-in 1 – 31 Aug 2026

CLIN 0002 – services 1 September 2026 to 31 May 2027

3. Period of performance for all option years remain unchanged.

4. The attached Performance Work Statement (PWS) dated 6 Apr 2026, is hereby supersede by the attached PWS, revise date 23 Apr 2026.

5. PWS paragraph 1.14.2 has been revised to read as follows:

From: 1.14.2. After termination or expiration of the agreement, all rights granted to the contractor shall revert back to the Army who shall be free to itself commercialize the licensed material and/or to agreement with others to commercialize the licensed material except that the contractor shall continue to receive compensation as provided in paragraphs 5.14.4 and 5.14.5.

TO: 1.14.2. After termination or expiration of the agreement, all rights granted to the contractor shall revert back to the Army who shall be free to itself commercialize the licensed material and/or to agreement with others to commercialize the licensed material except that the contractor shall continue to receive compensation as provided in paragraphs 5.13.4 and 5.13.5.

6. PWS paragraph 1.10. Reserve, has been removed.

7. PWS paragraph 5.13.4 has been revised to read as follows:

FROM: 5.13.4. Upon expiration or termination (whichever is sooner) of this agreement (collectively referred to herein as the "termination date"), the contractor shall be entitled to compensation at its full 35% of Royalties for up to a five (5) year post-expiration/termination compensation period for each respective licensee (with a pro rata payment for any partial portion of the final calendar month, if applicable) covering (i) all license agreements entered into prior to and during the term of contractor’s representation of U.S. Army, and (ii) any renewals, extensions or modifications thereof, related party transactions, and any selloff periods relating thereto, whether entered into prior to or after any expiration or termination of contractor’s representation of U.S. Army. For the avoidance of doubt, contractor shall be entitled to receive its post expiration/ termination compensation with respect to all Royalties under license agreements that are earned prior to, but received after, the five (5) year period. As used herein, Royalties are “earned” upon the earlier of sale, manufacture or shipment of licensed product.

5.13.5. At the termination date of this agreement, if the contractor, within 12 months of the termination date should enter into a license agreement with a third party based upon a license proposal from a potential licensee received by the contractor and presented to the Army within 12 months prior to the termination date, then the contractor shall be entitled to compensation from the license agreement according to the commission percentage identified above for a period of up to 36 months following the termination date for all gross royalty income derived from the license agreement. The contractor shall provide a list of applicable license proposals within 30 days of termination date.

TO: 5.13.4. Upon expiration or termination, whichever occurs first (referred to as the “Termination Date”), the contractor shall be entitled to Royalty compensation as follows:

• Year 1 (following Termination Date): The Contractor shall receive its fully 35% of

Royalties for all license agreements entered into during the period in which the Contractor represented the U.S. Army.

• Year 2: The Contractor shall receive 30% of Royalties for the second year following the Termination Date.

• Year 3: The Contractor shall receive 25% of Royalties for the third year following the Termination Date.

This compensation applies to all license agreements that were executed during the term of the Contractor’s representation of the U.S. Army.

8. PWS paragraph 5.13.5 has been revised to read as follows”

FROM: 5.13.5. At the termination date of this agreement, if the contractor, within 12 months of the termination date should enter into a license agreement with a third party based upon a license proposal from a potential licensee received by the contractor and presented to the Army within 12 months prior to the termination date, then the contractor shall be entitled to compensation from the license agreement according to the commission percentage identified above for a period of up to 36 months following the termination date for all gross royalty income derived from the license agreement. The contractor shall provide a list of applicable license proposals within 30 days of termination date.

TO: 5.13.5. At the termination date of this agreement, if the U.S. Army, within 12 months of the termination date should enter into a license agreement with a third party based upon a license proposal from a potential licensee received by the contractor and presented to the Army within 12 months prior to the termination date, then the contractor shall be entitled to compensation from the license agreement according to the commission percentage identified above for a period of up to 36 months following the termination date for all gross royalty income derived from the license agreement. The contractor shall provide a list of applicable license proposals within 30 days of termination date.

9. PWS paragraph 5.15 Costs and Expenses, is revised to read as follows:

From: 5.15. Costs and Expenses. The Army shall reimburse the contractor, through additional withholding of royalty dollars deducted from the quarterly revenue payment, for its approved and documented out-of-pocket expenses incurred fulfilling its obligations under this agreement. Examples may include travel, related lodging and per diem in accordance with Federal Acquisition Regulation (FAR) 31.205-46, Travel Costs and as prescribed by Joint Travel Regulations (JTR); shipping costs;

materials and booth space for trade shows; sample design portal costs; update to the brand guidelines; and licensee audit execution estimated to four (4) to five (5) contractor managed licensees and two (2) to three (3) ATLP managed licensees per year, provided, however, that the contractor shall seek and receive prior written approval from the Army for any such expense for each instance. All other expenses incurred by the contractor, related to this agreement, shall be borne by the contractor unless otherwise approved and accepted by the Army in writing. For all expenses for which the contractor seeks reimbursement, the contractor shall provide written verification and documentation for such expenses to the Army.

TO: 5.15. Costs and Expenses. The Army shall reimburse the contractor, through additional withholding of royalty dollars deducted from the quarterly revenue payment, for its approved and documented out-of-pocket expenses incurred fulfilling its obligations under this agreement. Examples may include travel, related lodging and per diem in accordance with Federal Acquisition Regulation (FAR) 31.205-46, Travel Costs and as prescribed by Joint Travel Regulations (JTR); shipping costs;

materials and booth space for trade shows; infringement enforcement; sample design portal costs; update to the brand guidelines; and licensee audit execution estimated to four (4) to five (5) contractor managed licensees and two (2) to three (3) ATLP managed licensees per year, provided, however, that the contractor shall seek and receive prior written approval from the Army for any such expense for each instance. All other expenses incurred by the contractor, related to this agreement, shall be borne by the contractor unless otherwise approved and accepted by the Army in writing. For all expenses for which the contractor seeks reimbursement, the contractor shall provide written verification and documentation for such expenses to the Army.

10. PWS has been revised to incorporate paragraphs 1.18 through 1.18.4 regarding Phase-in / out.

11. Question: Clarity on current program scale, including the number of active agreements, categories, and annual royalty revenue

Answer: This is not a question. However, the number of licenses that are administered by this non-exclusive contract is currently 126. While we will require the contract winner to actively recruit licensed companies able to perform to our standards, the overall number of licensees is being reduced as part of our strategic shift to focus on higher-performers and desaturate marketplaces. We seek licensees who actively market the Army Brand and cover white spaces.

Historically, licenses have resulted in approximately $700k annually (average of the last three years) in royalties. An example of the potential product categories list is provided in “Master Product Category List- update 4-15-26”.

12. Question: Clarity on Number of agreements actively generating royalties vs. inactive or underperforming

Answer: This is not a question. However, the current portfolio has approximately 126 licenses.

13. Question: Clarity on average or range of royalty performance per agreement, including any benchmarks or minimum guarantees

Answer: This is not a question. However, we do not accept any minimum less than $5,000 annually. Any performance above the $5K will result in additional royalties collected.

14. Question: Clarity on priority categories for future licensing expansion

Answer: This is not a question. Refer to the attached, potential product categories list. The Army is always looking for opportunities to expand coverage into the white space (gaps in the marketplace) among the product categories and distribution channels. The Army Brand is a lifestyle brand that is evolving over time.

15. Question: Clarity on key challenges this effort is intended to address

Answer: This is not a question.

16. Question: Clarity on recent royalty trends and primary drivers

Answer: This is not a question.

17. Question: We have been approached by two firms that want us to be a subcontractor to them. Can we apply on our own, or do need to work through one of these firms who says they are the lead.

Answer: Yes, you can apply on your own.

https://piee-acws.dla.mil/suite/rest/a/content/latest/5KcVluN9puHvVb-Swn94sHSLAEcqlvTXjT6O9oXB28nk6ot5VJaT3QqHUQF1lltE4usww0_XHquMw8tbm4B/o?isUIAnchorLink=true

18. Question: We believe the FAR Clauses Incorporated by Full Text numbered

52.219.14 (located on pages 10 through 13) are not applicable to this solicitation as it is a no cost contract, and therefore would request its removal be considered

Answer: Clause 52.219-14 Limitations on Subcontracting has been removed.

19. Question: We believe the DFARS Clauses Incorporated by Full Text numbered

252.211.7003 (located on pages 13 through 21) are not applicable to this solicitation as it is a no cost contract, and therefore would request its removal be considered.

Answer: DFARS Clause 252.211-7003 – Item Unique Identification and Valuation will remain.

20. Question: Does Volume II include “File 2: Price Quotation and Solicitation Documents. This file shall be named [Offeror Name]_Vol_2_Price.pdf.” on pg. 27 of the Solicitation Document? Do you want both documents saved in the same pdf?

Answer: As referenced within Addendum to 52.212-1, Instructions of Offerors – Commercial Products . . . [Offeror Name] Vol 2 price.pdf” The PDF is to include the following: Price Quotation: On company letterhead, clearly state the proposed Commission Percentage. This single percentage is the all-inclusive price for all performance periods (base and all options); Completed SF 1449: A completed and signed SF 1449.; Completed Representations and Certifications:

Confirmation of an active and complete registration in SAM.gov at the time of submission.; and Acknowledged Amendments: Signed copies of any amendments to this solicitation.

21. Question: Page 27 - What does “Microsoft Teams” mean in the context below? Is it a typo? “Completed Representations and Certifications: Confirmation of an active and complete registration in SAM.gov at the time of submission. Microsoft Teams”

Answer: As referenced within Addendum to 52.212-1, Instructions of Offerors – Commercial Products and Commercial services, paragraph 1.2 Quotation Content and Format, subparagraph “Completed Representations and Certifications” has been revised as follows:

From: Confirmation of an active and complete registration in SAM.gov at the time of submission. Microsoft Teams.

To: Confirmation of an active and complete registration in SAM.gov at the time of submission.

22. Question: Regarding PWS: There are two Section 1.14s. There is no section 5.14.4 and 5.14.5 as referenced in 1.14.2. Can you please update this?

Answer: The attached PWS has been updated to correct the numbering. PWS paragraph 1.14.2 has been revised to read as follows:

From: 1.14.2. After termination or expiration of the agreement, all rights granted to the contractor shall revert back to the Army who shall be free to itself commercialize the licensed material and/or to agreement with others to commercialize the licensed material except that the contractor shall continue to receive compensation as provided in paragraphs 5.14.4 and 5.14.5.

TO: 1.14.2. After termination or expiration of the agreement, all rights granted to the contractor shall revert back to the Army who shall be free to itself commercialize the licensed material and/or to agreement with others to commercialize the licensed material except that the contractor shall continue to receive compensation as provided in paragraphs 5.13.4 and 5.13.5.

23. Regarding PWS: Section 5.4 o Question: Can we please add back in the language of “to the extent received by the contractor?” This is a licensee requirement that if they do not fulfill, we cannot provide.

Answer: No.

o Question: New language states that all license agreements shall contain instructions that the licensee royalty reports much be signed by an authorized representative. They were previously required to be signed, but now it specifically requires this to be in the actual license agreements. As this is an electronic submission of the royalty reports by the licensees and comes directly from them, we do not believe this is necessary and would request its deletion be considered.

Answer: PWS paragraph 5.4 has been revised to read as follows:

FROM: 5.4. The contractor shall monitor and oversee the U.S. Army's licensing agreements with licensees to ensure that the licensees' advances, royalties, minimums and sales reports are promptly submitted. The contractor shall collect all advances, minimums, and royalties due under the license agreements during the term of the agreement as part of the contractor's on-going relationship with licensees. All payments from licensees are to be transmitted to the contractor.

The contractor will forward a signed copy of the quarterly royalty report indicating the total royalties collected and the royalties due the government (overall royalties collected minus contractor commission and approved expenses). The royalty report will be accompanied by a copy of each individual licensee’s royalty report, to include sales broken down by standardized product category, marks used and standardized distribution channel, for the quarter signed by an authorized executive of the licensee’s company. All license agreements shall contain instructions that their royalty reports must be signed by an authorized executive. The contractor shall endeavor within 40 days, but no later than 45 days after the close of each calendar quarter, to provide the Army with a statement (signed by the contractor’s financial officer) reflecting all income received from licensees in connection with the sale of licensed material during the preceding calendar quarter. Each statement will provide an accounting of all licensee accounts and the amounts derived from them. A listing of those licensees who failed to submit a required report and/or payment will be provided as well. Upon receipt, review and acceptance of the contractor’s quarterly report, and all required support documents, the government will provide the contractor an invoice through the Centralized Receivables Service (CRS) for electronic payment of royalties earned for the respective quarter. For those licensees who are sixty (60) days or more delinquent in making their royalty payments, and after demonstrated efforts by the contractor to obtain those payments, the contractor shall provide the ATLP with a listing of those delinquent accounts and amounts owed (to include interest). At that time, the ATLP will invoice them through CRS for royalties due.

TO: 5.4. The contractor shall monitor and oversee the U.S. Army's licensing agreements with licensees to ensure that the licensees' advances, royalties, minimums and sales reports are promptly submitted. The contractor shall collect all advances, minimums, and royalties due under the license agreements during the term of the agreement as part of the contractor's on-going relationship with licensees. All payments from licensees are to be transmitted to the contractor.

The contractor will submit a copy, electronically, of the quarterly royalty report indicating the total royalties collected and the royalties due the government (overall royalties collected minus contractor commission and approved expenses). The royalty report will be accompanied by a copy of each individual licensee’s royalty report, to include sales broken down by standardized product category, marks used and standardized distribution channel, for the quarter signed by an authorized executive of the licensee’s company. All license agreements shall contain instructions that their royalty reports must be submitted electronically, by an authorized representative of the licensee (e.g., Licensee Manager, Financial Specialist/Manager). The contractor shall endeavor within 40 days, but no later than 45 days after the close of each calendar quarter, to provide the Army with a statement (signed by the contractor’s financial officer) reflecting all income received from licensees in connection with the sale of licensed material during the preceding calendar quarter. Each statement will provide an accounting of all licensee accounts and the amounts derived from them. A listing of those licensees who failed to submit a required report and/or payment will be provided as well. Upon receipt, review and acceptance of the contractor’s quarterly report, and all required support documents, the government will provide the contractor an invoice through the Centralized Receivables Service (CRS) for electronic payment of royalties earned for the respective quarter. For those licensees who are sixty (60) days or more delinquent in making their royalty payments, and after demonstrated efforts by the contractor to obtain those payments, the contractor shall provide the ATLP with a listing of those delinquent accounts and amounts owed (to include interest). At that time, the ATLP will invoice them through CRS for royalties due.

24. Question: Regarding PWS: Section 5.6. Please clarify the intention of this clause is that we will be deducting the cost of this provider from the Royalties and update the language to reflect this intention.

Answer: This is not a question. Assuming you are asking about reimbursement of incurred costs. Refer to PWS paragraph 5.15 Costs and Expenses.

25. Question: Could you please share the estimated decision date and whether it is expected to take place before our expiration?

Answer: We are diligently working to get this requirement to award. Estimated decision date will not be provided.

26. Question: If the decision is likely to occur after May, would a short-term extension be advisable to ensure continuity and avoid any disruption during the transition period?

Answer: The base period of performance has been adjusted accordingly. In addition, Contract Line Item (CLIN) has been added for a phase-in period.