AUTHORIZED FEDERAL SUPPLY SERVICE
INFORMATION TECHNOLOGY SCHEDULE PRICELIST
GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY
EQUIPMENT, SOFTWARE AND SERVICES
Special Item No. 132-3 Leasing of Product
Special Item No. 132-8 Purchase of New Equipment
Special Item No. 132-12 Equipment Maintenance
Special Item No. 132-32 Term Software Licenses
Special Item No. 132-33 Perpetual Software Licenses
Special Item No. 132-34 Maintenance of Software as a Service
Special Item No. 132-51 Information Technology Professional Services
Special Item No. 132-53 Wireless Services
Note: All non-professional labor categories must be incidental to and used solely to support hardware,
software and/or professional services, and cannot be purchased separately.
Iron Bow Technologies, LLC
4800 Westfields Blvd., Suite 300
Chantilly, VA 20151
703-279-3000
Fax: 703-745-1350
www.ironbow.com
Contract Number:
GS-35F-0251V
Period Covered by Contract: February 24, 2009 - February 23, 2019 (1st Opt)
General Services Administration - Federal Acquisition Service
Pricelist current through Modification 0277, effective as of March 8, 2017
Products and ordering information in this Authorized FSS Information Technology Schedule Pricelist
are also available on the GSA Advantage! System (http://www.gsaadvantage.gov).
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SPECIAL ITEM NUMBER 132-3 - LEASING OF PRODUCT
SPECIAL ITEM NUMBER 132-8 - PURCHASE OF NEW EQUIPMENT
FSC/PSC Class 5810 - COMM SECURITY EQ & COMPS
Communications Security Equipment
FSC/PSC CLASS 5895 - MISCELLANEOUS COMMUNICATION EQUIPMENT
Miscellaneous Communications Equipment
FSC/PSC CLASS 7025 - INPUT/OUTPUT AND STORAGE DEVICES
Network Equipment
FSC/PSC CLASS 7035 - ADP SUPPORT EQUIPMENT
ADP Support Equipment
SPECIAL ITEM NUMBER 132-12 – EQUIPMENT MAINTENANCE (FPDS Code J070 Maintenance and Repair Service)(Repair Parts/Spare Parts - See FSC Class for basic
equipment)
Maintenance
Third Party Maintenance
SPECIAL ITEM NUMBER 132-32 - TERM SOFTWARE LICENSES
Software maintenance as a product includes the publishing of bug/defect fixes via patches and
updates/upgrades in function and technology to maintain the operability and usability of the
software product. It may also include other no charge support that are included in the purchase price
of the product in the commercial marketplace. No charge support includes items such as user blogs,
discussion forums, on-line help libraries and FAQs (Frequently Asked Questions), hosted chat rooms,
and limited telephone, email and/or web-based general technical support for user’s self-diagnostics.
Software maintenance as a product does NOT include the creation, design, implementation,
integration, etc. of a software package. These examples are considered software maintenance as a
service – which is categorized under a difference SIN (132-34).
FSC CODE 7030 – INFORMATION TECHNOLOGY SOFTWARE
Operating System Software
Application Software
Utility Software
Note: Contractors are encouraged to identify within their software items any component interfaces
that support open standard interoperability. An item's interface may be identified as
interoperable on the basis of participation in a Government agency-sponsored program or in
an independent organization program. Interfaces may be identified by reference to an interface
registered in the component registry located at http://www.core.gov.
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SPECIAL ITEM NUMBER 132-33 - PERPETUAL SOFTWARE LICENSES
Software maintenance as a product includes the publishing of bug/defect fixes via patches and
updates/upgrades in function and technology to maintain the operability and usability of the software
product. It may also include other no charge support that are included in the purchase price of the
product in the commercial marketplace. No charge support includes items such as user blogs,
discussion forums, on-line help libraries and FAQs (Frequently Asked Questions), hosted chat rooms,
and limited telephone, email and/or web-based general technical support for user’s self-diagnostics.
Software maintenance as a product does NOT include the creation, design, implementation,
integration, etc. of a software package. These examples are considered software maintenance as a
service.
FSC CODE 7030 – INFORMATION TECHNOLOGY SOFTWARE
Operating System Software
Application Software
Utility Software
Note: Contractors are encouraged to identify within their software items any component interfaces
that support open standard interoperability. An item's interface may be identified as
interoperable on the basis of participation in a Government agency-sponsored program or in
an independent organization program. Interfaces may be identified by reference to an interface
registered in the component registry located at http://www.core.gov.
SPECIAL ITEM NUMBER 132-34 - MAINTENANCE OF SOFTWARE AS A SERVICE
Software maintenance as a service creates, designs, implements, and/or integrates customized
changes to software that solve one or more problems and is not included with the price of the software.
Software maintenance as a service includes person-to-person communications regardless of the
medium used to communicate: telephone support, on-line technical support, customized support,
and/or technical expertise which are charged commercially.
Software maintenance as a service is billed arrears in accordance with 31 U.S.C. 3324.
SPECIAL ITEM NUMBER 132-51 - INFORMATION TECHNOLOGY (IT) PROFESSIONAL SERVICES
FPDS Code D302
FPDS Code D306
FPDS Code D307
FPDS Code D308
FPDS Code D310
FPDS Code D311
FPDS Code D316
FPDS Code D399
Iron Bow Technologies, LLC
IT Systems Development Services
IT Systems Analysis Services
Automated Information Systems Design and Integration Services
Programming Services
IT Backup and Security Services
IT Data Conversion Services
IT Network Management Services
Other Information Technology Services, Not Elsewhere Classified
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Note 1:
All non-professional labor categories must be incidental to and used solely to support
hardware, software and/or professional services, and cannot be purchased separately.
Note 2:
Offerors and Agencies are advised that the Group 70 – Information Technology Schedule is
not to be used as a means to procure services which properly fall under the Brooks Act.
These services include, but are not limited to, architectural, engineering, mapping,
cartographic production, remote sensing, geographic information systems, and related
services. FAR 36.6 distinguishes between mapping services of an A/E nature and mapping
services which are not connected nor incidental to the traditionally accepted A/E Services.
Note 3:
This solicitation is not intended to solicit for the reselling of IT Professional Services, except
for the provision of implementation, maintenance, integration, or training services in direct
support of a product. Under such circumstances the services must be performed by the
publisher or manufacturer or one of their authorized agents.
SPECIAL ITEM NUMBER 132-53 - WIRELESS SERVICES
Wireless Services, including but not limited to Wireless Telecommunications Carriers and
Telecommunication Resellers.
FSC/PSC Class D304 IT AND TELECOM- TELECOMMUNICATIONS AND TRANSMISSION
• Cellular/PCS Voice Services
• Paging Services
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Table of Contents
INFORMATION FOR ORDERING ACTIVITIES APPLICABLE TO ALL SPECIAL ITEM NUMBERS ................................... 6
TERMS AND CONDITIONS APPLICABLE TO SPECIAL ITEM NUMBER 132-3 ........................................................... 16
TERMS AND CONDITIONS APPLICABLE TO SPECIAL ITEM NUMBER 132-8 ........................................................... 26
TERMS AND CONDITIONS APPLICABLE TO SPECIAL ITEM NUMBER 132-12 ......................................................... 29
TERMS AND CONDITIONS APPLICABLE TO SPECIAL ITEM NUMBER 132-32 ......................................................... 36
TERMS AND CONDITIONS APPLICABLE TO SPECIAL ITEM NUMBERS 132-33 AND 132-34 .................................. 40
TERMS AND CONDITIONS APPLICABLE TO SPECIAL ITEM NUMBER 132-51 ......................................................... 44
TERMS AND CONDITIONS APPLICABLE TO SPECIAL ITEM NUMBER 132-53 ......................................................... 49
PRICING TABLES .................................................................................................................................................... 51
Master Price List for Wireless Services (SIN 132-53) ...................................................................................... 52
Master Price List for IT Professional Services (SIN 132-51) ............................................................................ 53
USA COMMITMENT TO PROMOTE SMALL BUSINESS PARTICIPATION PROCUREMENT PROGRAMS................... 87
BEST VALUE BLANKET PURCHASE AGREEMENT FEDERAL SUPPLY SCHEDULE ..................................................... 88
SUPPLEMENTAL TERMS AND CONDITIONS........................................................................................................... 91
TENABLE NETWORK SECURITY, INC. MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT – PRINT READY
TENABLE NETWORK SECURITY, INC. NESSUS® CLOUD AGREEMENT – PRINT READY
TENABLE NETWORK SECURITY, INC. NESSUS® SOFTWARE LICENSE AND SUBSCRIPTION AGREEMENT – PRINT
READY
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INFORMATION FOR ORDERING ACTIVITIES
APPLICABLE TO ALL SPECIAL ITEM NUMBERS
SPECIAL NOTICE TO AGENCIES: Small Business Participation
SBA strongly supports the participation of small business concerns in the Federal Acquisition Service.
To enhance Small Business Participation SBA policy allows agencies to include in their procurement
base and goals, the dollar value of orders expected to be placed against the Federal Supply Schedules,
and to report accomplishments against these goals.
For orders exceeding the micropurchase threshold, FAR 8.404 requires agencies to consider the
catalogs/pricelists of at least three schedule contractors or consider reasonably available information
by using the GSA Advantage! on-line shopping service (www.fss.gsa.gov). The catalogs/pricelists, GSA
Advantage! and the Federal Acquisition Service Home Page (www.fss.gsa.gov) contain information
on a broad array of products and services offered by small business concerns.
This information should be used as a tool to assist ordering activities in meeting or exceeding
established small business goals. It should also be used as a tool to assist in including small, small
disadvantaged, and women-owned small businesses among those considered when selecting pricelists
for a best value determination.
For orders exceeding the micropurchase threshold, customers are to give preference to small business
concerns when two or more items at the same delivered price will satisfy their requirement.
1.
GEOGRAPHIC SCOPE OF CONTRACT:
Geographic Scope of Contract will be domestic delivery only.
Domestic delivery is delivery within the 48 contiguous states, Alaska, Hawaii, Puerto Rico, Washington,
DC, and U.S. territories. Domestic delivery also includes a port or consolidation point, within the
aforementioned areas, for orders received from overseas activities.
Overseas delivery is delivery to points outside of the 48 contiguous states, Washington, DC, Alaska,
Hawaii, Puerto Rico, and U.S. territories.
Offerors are requested to check one of the following boxes:
[ ]
The Geographic Scope of Contract will be domestic and overseas delivery.
[ ]
The Geographic Scope of Contract will be overseas delivery only.
[ X ] The Geographic Scope of Contract will be domestic delivery only.
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2.
CONTRACTOR’S ORDERING ADDRESS AND PAYMENT INFORMATION:
Iron Bow Technologies, LLC
4800 Westfields Boulevard
Chantilly, VA 20151
Contractor must accept the credit card for payments equal to or less than the micro-purchase for oral
or written orders under this contract. The Contractor and the ordering agency may agree to use the
credit card for dollar amounts over the micro-purchase threshold (See GSAR 552.232-79 Payment by
Credit Card). In addition, bank account information for wire transfer payments will be shown on the
invoice.
The following telephone number(s) can be used by ordering activities to obtain technical and/or
ordering assistance:
703-279-3000 / 800-338-8866
Fax: 703-745-1311
When Authorized Dealers are allowed by the Contractor to bill ordering activities and accept
payment, the order and/or payment must be in the name of the Contractor, in care of the Authorized
Dealer.
3.
LIABILITY FOR INJURY OR DAMAGE:
The Contractor shall not be liable for any injury to ordering activity personnel or damage to ordering
activity property arising from the use of equipment maintained by the Contractor, unless such injury
or damage is due to the fault or negligence of the Contractor.
4.
STATISTICAL DATA FOR GOVERNMENT ORDERING OFFICE COMPLETION OF STANDARD
FORM 279:
Block 9:
Block 16:
Block 30:
Block 31:
Block 36:
G. Order/Modification Under Federal Schedule
Data Universal Numbering System (DUNS) Number: 82-7714507
Type of Contractor – Small Business
Woman-Owned Small Business - No
Contractor's Taxpayer Identification Number (TIN): 26-1615129
4a.
4b.
CAGE Code: 55RC1
Contractor has registered with the System for Award Management (SAM) Database.
5.
FOB DESTINATION:
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6.
DELIVERY SCHEDULE:
a.
TIME OF DELIVERY: The Contractor shall deliver to destination within the number of calendar
days after receipt of order (ARO), as set forth below:
SPECIAL ITEM NUMBER
DELIVERY TIME (Days ARO)
132-3
30 Days
132-8
30 Days
132-12
30 Days
132-32
30 Days
132-33
30 Days
132-34
30 Days
132-51
30 Days
132-53
30 Days
b.
URGENT REQUIREMENTS: When the Federal Supply Schedule contract delivery period does not
meet the bona fide urgent delivery requirements of an ordering activity, ordering activities are
encouraged, if time permits, to contact the Contractor for the purpose of obtaining accelerated
delivery. The Contractor shall reply to the inquiry within 3 workdays after receipt. (Telephonic replies
shall be confirmed by the Contractor in writing.) If the Contractor offers an accelerated delivery time
acceptable to the ordering activity, any order(s) placed pursuant to the agreed upon accelerated
delivery time frame shall be delivered within this shorter delivery time and in accordance with all other
terms and conditions of the contract.
7.
DISCOUNTS: Prices shown are NET Prices; Basic Discounts have been deducted.
a.
Prompt Payment:
b.
c.
d.
Quantity:
Dollar Volume:
Government
Educational Institutions:
0% - Net 30 days from receipt of invoice or date of acceptance,
whichever is later.
None.
1% for orders equal to or exceeding $400,000
Are offered the same discounts as all other
Government customers.
None
e.
Other:
8.
TRADE AGREEMENTS ACT OF 1979, as amended:
All items are U.S. made end products, designated country end products, Caribbean Basin country end
products, Canadian end products, or Mexican end products as defined in the Trade Agreements Act of
1979, as amended.
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9.
STATEMENT CONCERNING AVAILABILITY OF EXPORT PACKING:
10.
SMALL REQUIREMENTS: The minimum dollar value of orders to be issued is $100.00.
11.
MAXIMUM ORDER (All dollar amounts are exclusive of any discount for prompt payment):
a.
The Maximum Order value for the following Special Item Numbers (SINs) is $500,000:
Special Item Number 132-3 Special Item Number 132-8 Special Item Number 132-12 Special Item Number 132-32 Special Item Number 132-33 Special Item Number 132-34 Special Item Number 132-51 Special Item Number 132-53 -
12.
Leasing of Product
Purchase of Equipment
Maintenance of Equipment, Repair Service, and Repair
Parts/Spare Parts
Term Software Licenses
Perpetual Software Licenses
Maintenance of Software as a Service
Information Technology Professional Services
Wireless Services
ORDERING PROCEEDURES FOR FEDERAL SUPPLY SCHEDULE CONTRACTS:
Ordering activities shall use the ordering procedures of Federal Acquisition Regulation (FAR) 8.405
when placing an order or establishing a BPA for supplies or services. These procedures apply to all
schedules.
a.
FAR 8.405-1 Ordering procedures for supplies, and services not requiring a statement of work.
b.
FAR 8.405-2 Ordering procedures for services requiring a statement of work.
13.
FEDERAL
INFORMATION
TECHNOLOGY/TELECOMMUNICATION
STANDARDS
REQUIREMENTS: Ordering activities acquiring products from this Schedule must comply with the
provisions of the Federal Standards Program, as appropriate (reference: NIST Federal Standards Index).
Inquiries to determine whether or not specific products listed herein comply with Federal Information
Processing Standards (FIPS) or Federal Telecommunication Standards (FED-STDS), which are cited by
ordering activities, shall be responded to promptly by the Contractor.
13.1 FEDERAL INFORMATION PROCESSING STANDARDS PUBLICATIONS (FIPS PUBS): Information
Technology products under this Schedule that do not conform to Federal Information Processing
Standards (FIPS) should not be acquired unless a waiver has been granted in accordance with the
applicable "FIPS Publication." Federal Information Processing Standards Publications (FIPS PUBS) are
issued by the U.S. Department of Commerce, National Institute of Standards and Technology (NIST),
pursuant to National Security Act. Information concerning their availability and applicability should be
obtained from the National Technical Information Service (NTIS), 5285 Port Royal Road, Springfield,
Virginia 22161. FIPS PUBS include voluntary standards when these are adopted for Federal use.
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Individual orders for FIPS PUBS should be referred to the NTIS Sales Office, and orders for subscription
service should be referred to the NTIS Subscription Officer, both at the above address, or telephone
number (703) 487-4650.
13.2 FEDERAL TELECOMMUNICATION STANDARDS (FED-STDS): Telecommunication products
under this Schedule that do not conform to Federal Telecommunication Standards (FED-STDS) should
not be acquired unless a waiver has been granted in accordance with the applicable "FED-STD." Federal
Telecommunication Standards are issued by the U.S. Department of Commerce, National Institute of
Standards and Technology (NIST), pursuant to National Security Act. Ordering information and
information concerning the availability of FED-STDS should be obtained from the GSA, Federal
Acquisition Service, Specification Section, 470 East L’Enfant Plaza, Suite 8100, SW, Washington, DC
20407, telephone number (202) 619-8925. Please include a self-addressed mailing label when
requesting information by mail. Information concerning their applicability can be obtained by writing
or calling the U.S. Department of Commerce, National Institute of Standards and Technology,
Gaithersburg, MD 20899, telephone number (301) 975-2833.
14.
CONTRACTOR TASKS / SPECIAL REQUIREMENTS (C-FSS-370) (NOV 2003):
(a) Security Clearances: The Contractor may be required to obtain/possess varying levels of security
clearances in the performance of orders issued under this contract. All costs associated with
obtaining/possessing such security clearances should be factored into the price offered under the
Multiple Award Schedule.
(b) Travel: The Contractor may be required to travel in performance of orders issued under this
contract. Allowable travel and per diem charges are governed by Pub .L. 99-234 and FAR Part 31,
and are reimbursable by the ordering agency or can be priced as a fixed price item on orders placed
under the Multiple Award Schedule. Travel in performance of a task order will only be
reimbursable to the extent authorized by the ordering agency. The Industrial Funding Fee does
NOT apply to travel and per diem charges.
(c) Certifications, Licenses and Accreditations: As a commercial practice, the Contractor may be
required to obtain/possess any variety of certifications, licenses and accreditations for specific
FSC/service code classifications offered. All costs associated with obtaining/ possessing such
certifications, licenses and accreditations should be factored into the price offered under the
Multiple Award Schedule program.
(d) Insurance: As a commercial practice, the Contractor may be required to obtain/possess insurance
coverage for specific FSC/service code classifications offered. All costs associated with
obtaining/possessing such insurance should be factored into the price offered under the Multiple
Award Schedule program.
(e) Personnel: The Contractor may be required to provide key personnel, resumes or skill category
descriptions in the performance of orders issued under this contract. Ordering activities may
require agency approval of additions or replacements to key personnel.
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(f) Organizational Conflicts of Interest: Where there may be an organizational conflict of interest as
determined by the ordering agency, the Contractor’s participation in such order may be restricted
in accordance with FAR Part 9.5.
(g) Documentation/Standards: The Contractor may be requested to provide products or services in
accordance with rules, regulations, OMB orders, standards and documentation as specified by the
agency’s order.
(h) Data/Deliverable Requirements: Any required data/deliverables at the ordering level will be as
specified or negotiated in the agency’s order.
(i) Government-Furnished Property: As specified by the agency’s order, the Government may provide
property, equipment, materials or resources as necessary.
(j) Availability of Funds: Many Government agencies’ operating funds are appropriated for a specific
fiscal year. Funds may not be presently available for any orders placed under the contract or any
option year. The Government’s obligation on orders placed under this contract is contingent upon
the availability of appropriated funds from which payment for ordering purposes can be made. No
legal liability on the part of the Government for any payment may arise until funds are available to
the ordering Contracting Officer.
(k) Overtime: For professional services, the labor rates in the Schedule should not vary by virtue of
the Contractor having worked overtime. For services applicable to the Service Contract Act (as
identified in the Schedule), the labor rates in the Schedule will vary as governed by labor laws
(usually assessed a time and a half of the labor rate).
15.
CONTRACT ADMINISTRATION FOR ORDERING ACTIVITIES: Any ordering activity, with respect
to any one or more delivery orders placed by it under this contract, may exercise the same rights of
termination as might the GSA Contracting Officer under provisions of FAR 52.212-4, paragraphs (l)
Termination for the ordering activity’s convenience, and (m) Termination for Cause (See 52.212-4).
16.
GSA ADVANTAGE!:
GSA Advantage! is an on-line, interactive electronic information and ordering system that provides online access to vendors' schedule prices with ordering information. GSA Advantage! will allow the user
to perform various searches across all contracts including, but not limited to:
(1)
(2)
(3)
Manufacturer;
Manufacturer's Part Number; and
Product categories.
Agencies can browse GSA Advantage! by accessing the Internet World Wide Web utilizing a browser
(ex.: NetScape). The Internet address is https://www.gsaadvantage.gov.
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17.
PURCHASE OF OPEN MARKET ITEMS:
NOTE: Open Market Items are also known as incidental items, noncontract items, non-Schedule items,
and items not on a Federal Supply Schedule contract. ODCs (Other Direct Costs) are not part of this
contract and should be treated as open market purchases. Ordering Activities procuring open market
items must follow FAR 8.402(f).
For administrative convenience, an ordering activity contracting officer may add items not on the
Federal Supply Multiple Award Schedule (MAS) -- referred to as open market items -- to a Federal
Supply Schedule blanket purchase agreement (BPA) or an individual task or delivery order, only if(1)
All applicable acquisition regulations pertaining to the purchase of the items not on the
Federal Supply Schedule have been followed (e.g., publicizing (Part 5), competition
requirements (Part 6), acquisition of commercial items (Part 12), contracting methods (Parts
13, 14, and 15), and small business programs (Part 19));
(2)
The ordering activity contracting officer has determined the price for the items not on
the Federal Supply Schedule is fair and reasonable;
(3)
and
The items are clearly labeled on the order as items not on the Federal Supply Schedule;
(4)
All clauses applicable to items not on the Federal Supply Schedule are included in the
order.
18.
CONTRACTOR COMMITMENTS, WARRANTIES AND REPRESENTATIONS:
a.
For the purpose of this contract, commitments, warranties and representations include, in
addition to those agreed to for the entire schedule contract:
(1)
Time of delivery/installation quotations for individual orders;
(2)
Technical representations and/or warranties of products concerning
performance, total system performance and/or configuration, physical, design and/or
functional characteristics and capabilities of a product/equipment/ service/software
package submitted in response to requirements which result in orders under this
schedule contract.
(3)
Any representations and/or warranties concerning the products made in any
literature, description, drawings and/or specifications furnished by the Contractor.
b.
The above is not intended to encompass items not currently covered by the GSA Schedule
contract.
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19.
OVERSEAS ACTIVITIES:
The terms and conditions of this contract shall apply to all orders for installation, maintenance and
repair of equipment in areas listed in the pricelist outside the 48 contiguous states and the District of
Columbia, except as indicated below:
None
Upon request of the Contractor, the ordering activity may provide the Contractor with logistics support,
as available, in accordance with all applicable ordering activity regulations. Such ordering activity
support will be provided on a reimbursable basis, and will only be provided to the Contractor's technical
personnel whose services are exclusively required for the fulfillment of the terms and conditions of this
contract.
20.
BLANKET PURCHASE AGREEMENTS (BPAs):
The use of BPAs under any schedule contract to fill repetitive needs for supplies or services is allowable.
BPAs may be established with one or more schedule contractors. The number of BPAs to be established
is within the discretion of the ordering activity establishing the BPA and should be based on a strategy
that is expected to maximize the effectiveness of the BPA(s). Ordering activities shall follow FAR 8.4053 when creating and implementing BPA(s).
21.
CONTRACTOR TEAM ARRANGEMENTS:
Contractors participating in contractor team arrangements must abide by all terms and conditions of
their respective contracts. This includes compliance with Clauses 552.238-74, Industrial Funding Fee
and Sales Reporting, i.e., each contractor (team member) must report sales and remit the IFF for all
products and services provided under its individual contract.
22.
INSTALLATION, DEINSTALLATION, REINSTALLATION:
The Davis-Bacon Act (40 U.S.C. 276a-276a-7) provides that contracts in excess of $2,000 to which the
United States or the District of Columbia is a party for construction, alteration, or repair (including
painting and decorating) of public buildings or public works with the United States, shall contain a
clause that no laborer or mechanic employed directly upon the site of the work shall received less than
the prevailing wage rates as determined by the Secretary of Labor. The requirements of the DavisBacon Act do not apply if the construction work is incidental to the furnishing of supplies, equipment,
or services. For example, the requirements do not apply to simple installation or alteration of a public
building or public work that is incidental to furnishing supplies or equipment under a supply contract.
However, if the construction, alteration or repair is segregable and exceeds $2,000, then the
requirements of the Davis-Bacon Act applies.
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The ordering activity issuing the task order against this contract will be responsible for proper
administration and enforcement of the Federal labor standards covered by the Davis-Bacon Act. The
proper Davis-Bacon wage determination will be issued by the ordering activity at the time a request
for quotations is made for applicable construction classified installation, deinstallation, and
reinstallation services under SIN 132-8.
23.
SECTION 508 COMPLIANCE:
If applicable, Section 508 compliance information on the supplies and services in this contract are
available in Electronic and Information Technology (EIT) at the following: www.ironbow.com
The EIT standard can be found at: www.Section508.gov/.
24.
PRIME CONTRACTOR ORDERING FROM FEDERAL SUPPLY SCHEDULES:
Prime Contractors (on cost reimbursement contracts) placing orders under Federal Supply Schedules,
on behalf of an ordering activity, shall follow the terms of the applicable schedule and authorization
and include with each order –
a.
A copy of the authorization from the ordering activity with whom the contractor has the prime
contract (unless a copy was previously furnished to the Federal Supply Schedule contractor);
and
b.
The following statement:
This order is placed under written authorization from _______ dated _______. In the event of
any inconsistency between the terms and conditions of this order and those of your Federal
Supply Schedule contract, the latter will govern.
25.
a.
b.
INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)(FAR 52.228-5):
The Contractor shall, at its own expense, provide and maintain during the entire performance
of this contract, at least the kinds and minimum amounts of insurance required in the Schedule
or elsewhere in the contract.
Before commencing work under this contract, the Contractor shall notify the Contracting Officer
in writing that the required insurance has been obtained. The policies evidencing required
insurance shall contain an endorsement to the effect that any cancellation or any material
change adversely affecting the Government's interest shall not be effective—
(1)
For such period as the laws of the State in which this contract is to be performed
prescribe; or
(2)
Until 30 days after the insurer or the Contractor gives written notice to the
Contracting Officer, whichever period is longer.
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c.
The Contractor shall insert the substance of this clause, including this paragraph (c), in
subcontracts under this contract that require work on a Government installation and shall
require subcontractors to provide and maintain the insurance required in the Schedule or
elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of
required insurance, and shall make copies available to the Contracting Officer upon request.
26.
SOFTWARE INTEROPERABILITY:
Offerors are encouraged to identify within their software items any component interfaces that
support open standard interoperability. An item’s interface may be identified as interoperable
on the basis of participation in a Government agency-sponsored program or in an independent
organization program. Interfaces may be identified by reference to an interface registered in
the component registry located at http://www.core.gov.
27.
ADVANCE PAYMENTS:
A payment under this contract to provide a service or deliver an article for the United States
Government may not be more than the value of the service already provided or the article already
delivered. Advance or pre-payment is not authorized or allowed under this contract. (31 U.S.C. 3324)
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TERMS AND CONDITIONS APPLICABLE TO LEASING OF
GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY PRODUCTS
(SPECIAL ITEM NUMBER 132-3)
LEASE TYPES
The ordering activity will consider proposals for the following lease types:
a.
Lease to Ownership,
b.
Lease with Option to Own, and
c.
Step Lease.
Orders for leased products must specify the leasing type.
OPTION 1:
1.
STATEMENT
a.
It is understood by all parties to this contract that orders issued under this SIN shall constitute
a lease arrangement. Unless the ordering activity intends to obligate other than annual appropriations
to fund the lease, the base period of the lease is from the date of the product acceptance through
September 30 of the fiscal year in which the order is placed.
b.
Agencies are advised to follow the guidance provided in Federal Acquisition Regulation (FAR)
Subpart 7.4 Product Lease or Purchase and OMB Circular A-11. Agencies are responsible for the
obligation of funding consistent with all applicable legal principles when entering into any lease
arrangement.
2.
FUNDING AND PERIODS OF LEASING ARRANGEMENTS
a.
Annual Funding. When annually appropriated funds are cited on an order for leasing, the
following applies:
(1)
The base period of an order for any lease executed by the ordering activity shall be for
the duration of the fiscal year. All ordering activity renewal options under the lease shall be
specified in the delivery order. All orders for leasing shall remain in effect through September
30 of the fiscal year or the planned expiration date of the lease, whichever is earlier, unless the
ordering activity exercises its rights hereunder to acquire title to the product prior to the
planned expiration date or unless the ordering activity exercise its right to terminate under FAR
52.212-4. Orders under the lease shall not be deemed to obligate succeeding fiscal year’s funds
or to otherwise commit the ordering activity to a renewal.
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(2)
All orders for leasing shall automatically terminate on September 30, unless the ordering
activity notifies the Contractor in writing thirty (30) calendar days prior to the expiration of such
orders of the ordering activity’s intent to renew. Such notice to renew shall not bind the
ordering activity. The ordering activity has the option to renew each year at the original rate in
effect at the time the order is placed. This rate applies for the duration of the order. If the
ordering activity exercises its option to renew, the renewal order, shall be issued within 15 days
after funds become available for obligation by the ordering activity, or as specified in the initial
order. No termination fees shall apply if the ordering activity does not exercise an option.
b.
Crossing Fiscal Years Within Contract Period. Where an ordering activity has specific authority
to cross fiscal years with annual appropriations, the ordering activity may place an order under this
option to lease product for a period up to the expiration of its period of appropriation availability, or
twelve months, whichever occurs later, notwithstanding the intervening fiscal years.
3.
DISCONTINUANCE AND TERMINATION
Notwithstanding any other provision relating to this SIN, the ordering activity may terminate products
leased under this agreement, at any time during a fiscal year in accordance with the termination
provisions contained in FAR 52.212-4. (l) Termination for the ordering activity’s convenience, or (m)
Termination for cause. Additionally, no termination for cost or fees shall be charged for non-renewal
of an option.
**********************************************************************************
OPTION 2
To the extent an Offeror wishes to propose alternative lease terms and conditions that provide for
lower discounts/prices based on the ordering activity’s stated intent to fulfill the projected term of a
lease including option years, while at the same time including separate charges for early end of the
lease, the following terms apply. These terms address the timing and extent of the ordering activity’s
financial obligation including any potential charges for early end of the lease.
1.
LEASING PRICE LIST NOTICE:
Contractors must include the following notice in their contract price list for SIN 132-3:
“The ordering activity is responsible for the obligation of funds consistent with applicable law. Agencies
are advised to review the lease terms and conditions contained in this price list prior to ordering and
obligating funding for a lease.”
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2.
STATEMENT OF ORDERING ACTIVITY INTENT:
(a)
The ordering activity and the Contractor understand that a delivery order issued pursuant to
this SIN is a lease arrangement and contemplates the use of the product for the term of the lease
specified in such delivery order (the “Lease Term”). In that regard, the ordering Activity, as lessee,
understands that the lease provisions contained herein and the rate established for the delivery order
are premised on the ordering Activity's intent to fulfill that agreement, including acquiring products for
the period of time specified in the order. Each lease hereunder shall be initiated by a delivery order
which shall, either through a statement of work or other attachment, specify the product being leased,
and the required terms of the transaction.
(b)
Each ordering activity placing a delivery order under the terms of this option intends to exercise
each renewal option and to extend the lease until completion of the Lease Term so long as the need of
the ordering activity for the product or functionally similar product continues to exist and funds are
appropriated. Contractor may request information from the ordering activity concerning the essential
use of the products.
3.
LEASE TERM:
(a)
The date on which the ordering activity accepts the products is the Commencement Date of the
lease. For acceptance to occur, the products must operate in accordance with the product’s published
specifications and statement of work. Acceptance shall be in accordance with the terms of the contract
or as otherwise negotiated by the ordering activity and the Contractor.
(b)
Any lease is executed by the ordering activity on the basis that the known requirement for such
product exceeds the initial base period of the delivery order, which is typically 12 months, or for the
remainder of the fiscal year. Pursuant to FAR 32.703-3(b), delivery orders with options to renew that
are funded by annual (fiscal year) appropriations may provide for initial base periods and option
periods that cross fiscal years as long as the initial base period or each option period does not exceed
a 12 month period. Defense agencies must also consider DOD FAR supplement (DFAR) 232.703-3(b) in
determining whether to use cross fiscal year funding. This cross fiscal year authority does not apply to
multi-year leases.
(c)
The total Lease Term will be specified in each delivery order, including any relevant renewal
options of the ordering activity. All delivery orders, whether for the initial base period or renewal
period, shall remain in effect through September 30 of the fiscal year (unless extended by statute),
through any earlier expiration date specified in the delivery order, or until the ordering activity
exercises its rights hereunder to acquire title to the product prior to such expiration date. The ordering
activity, at its discretion, may exercise each option to extend the term of the lease through the lease
term. Renewal delivery orders shall not be issued for less than all of the product and/or software set
forth in the original delivery order. Delivery orders under this SIN shall not be deemed to obligate
succeeding fiscal year funds. The ordering activity shall provide the Contractor with written notice of
exercise of each renewal option as soon as practicable. Notice requirements may be negotiated on an
order-by-order basis.
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(d)
Where an ordering activity’s specific appropriation or procurement authority provides for
contracting beyond the fiscal year period, the ordering activity may place a delivery order for a period
up to the expiration of the Lease Term, or to the expiration of the period of availability of the multiyear appropriation, or whatever is appropriate under the applicable circumstance.
4.
LEASE TERMINATION:
(a)
The ordering activity must elect the Lease Term of the relevant delivery order. The Contractor
(and assignee, if any) will rely on the ordering activity’s representation of its intent to fulfill the full
Lease Term to determine the monthly lease payments calculated herein.
(1)
The ordering activity may terminate or not renew leases under this option at no cost,
pursuant to a Termination for Non-Appropriation as defined herein (see paragraph (c) below).
In any other event, the ordering activity’s contracting officer may either terminate the relevant
delivery order for cause or Termination for Convenience in accordance with FAR 52.212-4
paragraphs (l) and (m).
(2)
The Termination for Convenience at the end of a fiscal year allows for separate charges
for the early end of the lease (see paragraph (d) below). In the event of termination for the
convenience of the ordering activity, the ordering activity may be liable only up to the amount
beyond the order’s Termination Ceiling. Any termination charges calculated under the
Termination for Convenience clause must be determined or identified in the delivery order or
in the lease agreement.
(b)
Termination for Convenience of the Ordering Activity: Leases entered into under this option
may not be terminated except by the ordering activity’s contracting office responsible for the delivery
order in accordance with FAR 52.212-4, Contract Terms and Conditions-Commercial Items, paragraph
(l), Termination for Convenience of the ordering activity. The costs charged to the ordering activity as
the result of any Termination for Convenience of the ordering activity must be reasonable and may not
exceed the sum of the fiscal year’s payment obligations less payments made to date of termination
plus the Termination Ceiling
(c)
Termination for Non-Appropriation: The ordering activity reasonably believes that the bona
fide need will exist for the entire Lease Term and corresponding funds in an amount sufficient to make
all payment for the lease Term will be available to the ordering activity. Therefore, it is unlikely that
leases entered into under this option will terminate prior to the full Lease Term. Nevertheless, the
ordering activity’s contracting officer may terminate or not renew leases at the end of any initial base
period or option period under this paragraph if (a) it no longer has a bona fide need for the product or
functionally similar product; or (b) there is a continuing need, but adequate funds have not been made
available to the ordering activity in an amount sufficient to continue to make the lease payments. If
this occurs, the ordering activity will promptly notify the Contractor, and the product lease will be
terminated at the end of the last fiscal year for which funds were appropriated. Substantiation to
support a termination for non-appropriation shall be provided to the Contractor upon request.
(d)
Termination Charges: At the initiation of the lease, termination ceilings will be established for
each year of the lease term. The termination ceiling is a limit on the amount that a Contractor may be
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paid by the ordering activity on the Termination for Convenience of a lease. No claim will be accepted
for future costs: supplies, maintenance, usage charges or interest expense beyond the date of
termination. In accordance with the bona fide needs rule, all termination charges must reasonably
represent the value the ordering activity received for the work performed based upon the shorter lease
term. No Termination for Convenience costs will be associated with the expiration of the lease term.
(e)
At the order level, the ordering activity may, consistent with legal principles, negotiate lower
monthly payments or rates based upon appropriate changes to the termination conditions in this
section.
**********************************************************************************
LEASE PROVISIONS COMMON TO
ALL TYPES OF LEASE AGREEMENTS
1.
ORDERING PROCEDURES:
(a)
When an ordering activity expresses an interest in leasing a product(s), the ordering activity will
provide the following information to the prospective Contractor:
(b)
(1)
Which product(s) is (are) required.
(2)
The required delivery date.
(3)
The proposed lease plan and term of the lease.
(4)
Where the product will be located.
(5)
Description of the intended use of the product.
(6)
Source and type of appropriations to be used.
The Contractor will respond with:
(1)
Whether the Contractor can provide the required product.
(2)
The estimated residual value of the product (Lease with Option to Own and Step Lease
only).
(2)
The monthly payment based on the rate.
(4)
The estimated cost, if any, of applicable State or local taxes. State and local personal
property taxes are to be estimated as separate line items in accordance with FAR 52.229-1,
which may be identified and added to the monthly lease payment.
(5)
A confirmation of the availability of the product on the required delivery date.
(6)
Extent of warranty coverage, if any, of the leased products.
(7)
The length of time the quote is valid.
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(c)
The ordering activity may issue a delivery order to the Contractor based on the information set
forth in the Contractor’s quote. In the event that the ordering activity does not issued a delivery order
within the validity period stated in the Contractor’s quote letter, the quote shall expire.
2.
ASSIGNMENT OF CLAIMS:
GSAR 552.232-23, Assignment of Claims, is incorporated herein by reference as part of these lease
provisions. The ordering activity’s contracting officer will acknowledge the assignment of claim for a
lease in accordance with FAR 32.804-5. The extent of the assignee’s protection is in accordance with
FAR 32.804. Any setoff provision must be in accordance with FAR 32.803.
3.
PEACEFUL POSSESSION AND UNRESTRICTED USE:
In recognition of the types of products available for lease and the potential adverse impact to the
ordering activity’s mission, the ordering activity’s quiet and peaceful possession and unrestricted use
of the product shall not be disturbed in the event the product is sold by the Contractor, or in the event
of bankruptcy of the Contractor, corporate dissolution of the Contractor, or other event. The product
shall remain in the possession of the ordering activity until the expiration of the lease. Any assignment,
sale, bankruptcy, or other transfer of the leased product by the Contractor will not relieve the
Contractor of its obligations to the ordering activity, and will not change the ordering activity’s duties
or increase the burdens or risks imposed on the ordering activity.
4.
COMMENCEMENT OF LEASE:
The date on which the ordering activity accepts the products is the Commencement Date of the lease.
Acceptance is as defined elsewhere in the contract, or as further specified in the order.
5.
INSTALLATION AND MAINTENANCE:
a.
Installation and Maintenance, when applicable, normally are not included in the charge for
leasing. The Contractor may require the ordering activity to obtain installation and maintenance
services from a qualified source. The ordering activity may obtain installation and/or maintenance on
the open market, from the Contractor’s schedule contract, or from other sources. The ordering activity
may also perform installation and/or maintenance in house, if qualified resources exist. In any event,
it is the responsibility of the ordering activity to ensure that maintenance is in effect for the Lease term
for all products leased.
b.
When installation and/or maintenance are ordered under this schedule to be performed by the
Contractor, the payments, terms and conditions as stated in this contract apply. The rates and terms
and conditions in effect at the time the order is issued shall apply during any subsequent renewal
period of the lease. The maintenance rates and terms and conditions may be added to the lease
payments with mutual agreement of the parties.
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6.
MONTHLY PAYMENTS:
a.
Prior to the placement of an order under this Special Item Number, the ordering activity and
the Contractor must agree on a “base value” for the products to be leased. For Lease to Ownership
(Capital Lease) the base value will be the contract purchase price (less any discounts). For Lease with
Option to Own (Operating Lease), the base value will be the contract purchase price (less any
discounts), less a mutually agreed upon residual value (pre-stated purchase option price at the
conclusion of the lease) for the products. The residual value will be used in the calculation of the
original lease payment, lease extension payments, and the purchase option price.
b.
To determine the initial lease term payment, the Contractor agrees to apply the negotiated
lease factor to the agreed upon base value: Lease factor five percent (5%) over the rate for the three
year (or other term) Treasury Bill (T-bill) at the most current U. S. Treasury auction.
The lease payment may be calculated by using a programmed business calculator or by using “rate”
functions provided in commercial computer spreadsheets (e.g., Lotus 1-2-3, Excel).
c.
For any lease extension, the extension lease payment will be based on the original residual
value, in lieu of the purchase price. The ordering activity and the Contractor shall agree on a new
residual value based on the estimated fair market price at the end of the extension. The formula to
determine the lease payment will be that in 6.b. above.
d.
The purchase option price will be the fair market value of the product or payment will be
based upon the unamortized principle, as shown on the payment schedule as of the last payment
prior to date of transfer of ownership, whichever is less.
NOTE: At the order level, ordering activity may elect to obtain a lower rate for the lease by setting
the purchase option price as either, the fair market value of the product or unamortized principle.
The methodology for determining lump sum payments may be identified in the pricelist.
e.
The point in time when monthly rates are established is subject to negotiation and evaluation
at the order level.
In the event the ordering activity desires, at any time, to acquire title to product leased hereunder,
the ordering activity may make a one-time lump sum payment.
7.
LEASE END/DISCONTINUANCE OPTIONS:
a.
Upon the expiration of the Lease Term, Termination for Convenience, or Termination for NonAppropriation, the ordering activity will return the Product to the Contractor unless the ordering
activity by 30 days written notice elects either:
(1)
to purchase the product for the residual value of the product, or
(2)
to extend the term of the Lease, as mutually agreed. To compute the lease payment,
the residual value from the preceding lease shall be the initial value of the leased product. A
new residual value shall be negotiated for the extended lease and new lease payments shall be
computed.
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b.
Relocation - The ordering activity may relocate products to another location within the ordering
activity with prior written notice. No other transfer, including sublease, is permitted. ordering activity
shall not assign, transfer or otherwise dispose of any products, or any interest therein, or crate or suffer
any levy, lien or encumbrance then except those created for the benefit of Contractor or it's assigns.
c.
Returns:
(1)
Within fourteen (14) days after the date of expiration, non-renewal or termination of a
lease, the ordering activity shall, at its own risk and expense, have the products packed for
shipment in accordance with manufacturer's specifications and return the products to
Contractor at the location specified by Contractor in the continental US, in the same condition
as when delivered, ordinary wear and tear excepted. Any expenses necessary to return the
products to good working order shall be at ordering activity's expense.
(2)
The Contractor shall conduct a timely inspection of the returned products and within 45
days of the return, assert a claim if the condition of the product exceeds normal wear and tear.
(3)
Product will be returned in accordance with the terms of the contract and in accordance
with Contractor instruction.
(4)
With respect to software, the ordering activity shall state in writing to the Contractor
that it has:
(i)
deleted or disabled all files and copies of the software from the equipment on
which it was installed;
(ii)
returned all software documentation, training manuals, and physical media on
which the software was delivered; and
(iii)
8.
has no ability to use the returned software.
UPGRADES AND ADDITIONS:
a.
The ordering activity may affix or install any accessory, addition, upgrade, product or device on
the product ("additions") provided that such additions:
(1)
can be removed without causing material damage to the product;
(2)
do not reduce the value of the product; and
(3)
are obtained from or approved by the Contractor, and are not subject to the interest of
any third party other than the Contractor.
b.
Any other additions may not be installed without the Contractor's prior written consent. At the
end of the lease term, the ordering activity shall remove any additions which:
(1)
were not leased from the Contractor, and
(2)
are readily removable without causing material damage or impairment of the intended
function, use, or value of the product, and restore the product to its original configuration.
c.
Any additions that are not so removable will become the Contractor's property (lien free).
d.
Leases of additions and upgrades must be co-terminus with that of the product.
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9.
RISK OF LOSS OR DAMAGE:
The ordering activity is relieved from all risk of loss or damage to the product during periods of
transportation, installation, and during the entire time the product is in possession of the ordering
activity, except when loss or damage is due to the fault or negligence of the ordering activity. The
ordering activity shall assume risk of loss or damage to the product during relocation, (i.e., moving the
product from one ordering activity location to another ordering activity location), unless the Contractor
shall undertake such relocation.
10.
TITLE:
During the lease term, product shall always remain the property of the Contractor. The ordering
activity shall have no property right or interest in the product except as provided in this leasing
agreement and shall hold the product subject and subordinate to the rights of the Contractor. Software
and software licenses shall be deemed personal property. The ordering activity shall have no right or
interest in the software and related documentation except as provided in the license and the lease.
Upon the Commencement Date of the Lease Term, the ordering activity shall have an encumbered
license to use the software for the Lease Term. The ordering activity’s encumbered license rights in
the software will be subject to the same rights as provided to a purchaser of a license under the terms
of this contract except that the ordering activity will not have an unencumbered, paid-up license until
it has made all lease payments for the full Lease Term in the case of an Lease To Ownership or has
otherwise paid the applicable purchase option price.
11.
TAXES:
The lease payments, purchase option prices, and interest rates identified herein exclude all state and
local taxes levied on or measured by the contract or sales price of the product furnished hereunder.
The ordering activity will be invoiced for any such taxes as Contractor receives such tax notices or
assessments from the applicable local taxing authority. Pursuant to the provisions of FAR 52.229-1
(Deviation – May 2003), State and Local Taxes, the ordering activity agrees to pay tax or provide
evidence necessary to support an exemption from the tax.
12.
OPTION TO PURCHASE EQUIPMENT (FEB 1995) (FAR 52.207-5)
(a)
The Government may purchase the equipment provided on a lease or rental basis under this
contract. The Contracting Officer may exercise this option only by providing a unilateral modification
to the Contractor. The effective date of the purchase will be specified in the unilateral modification and
may be any time during the period of the contract, including any extensions thereto.
(b)
Except for final payment and transfer of title to the Government, the lease or rental portion of
the contract becomes complete and lease or rental charges shall be discontinued on the day
immediately preceding the effective date of purchase specified in the unilateral modification required
in paragraph (a) of this clause.
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(c)
The purchase conversion cost of the equipment shall be computed as of the effective date
specified in the unilateral modification required in paragraph (a) of this clause, on the basis of the
purchase price set forth in the contract, minus the total purchase option credits accumulated during
the period of lease or rental, calculated by the formula contained elsewhere in this contract.
(d)
The accumulated purchase option credits available to determine the purchase conversion cost
will also include any credits accrued during a period of lease or rental of the equipment under any
previous Government contract if the equipment has been on continuous lease or rental. The movement
of equipment from one site to another site shall be “continuous rental.”
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TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF
GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY NEW
EQUIPMENT (SPECIAL ITEM NUMBER 132-8)
1.
MATERIAL AND WORKMANSHIP
All equipment furnished hereunder must satisfactorily perform the function for which it is intended.
2.
ORDER
Written orders, EDI orders (GSA Advantage! and FACNET), credit card orders, and orders placed under
blanket purchase agreements (BPA) agreements shall be the basis for purchase in accordance with the
provisions of this contract. If time of delivery extends beyond the expiration date of the contract, the
Contractor will be obligated to meet the delivery and installation date specified in the original order.
For credit card orders and BPAs, telephone orders are permissible.
3.
TRANSPORTATION OF EQUIPMENT
FOB DESTINATION. Prices cover equipment delivery to destination, for any location within the
geographic scope of this contract.
4.
INSTALLATION AND TECHNICAL SERVICES
a.
INSTALLATION. When the equipment provided under this contract is not normally selfinstallable, the Contractor's technical personnel shall be available to the ordering activity, at the
ordering activity's location, to install the equipment and to train ordering activity personnel in the use
and maintenance of the equipment. The charges, if any, for such services are listed below, or in the
price schedule:
Self installable
b.
INSTALLATION, DEINSTALLATION, REINSTALLATION The Davis-Bacon Act (40 U.S.C. 276a276a-7) provides that contracts in excess of $2,000 to which the United States or the District of
Columbia is a party for construction, alteration, or repair (including painting and decorating) of public
buildings or public works with the United States, shall contain a clause that no laborer or mechanic
employed directly upon the site of the work shall received less than the prevailing wage rates as
determined by the Secretary of Labor. The requirements of the Davis-Bacon Act do not apply if the
construction work is incidental to the furnishing of supplies, equipment, or services. For example, the
requirements do not apply to simple installation or alteration of a public building or public work that is
incidental to furnishing supplies or equipment under a supply contract. However, if the construction,
alteration or repair is segregable and exceeds $2,000, then the requirements of the Davis-Bacon Act
applies.
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The ordering activity issuing the task order against this contract will be responsible for proper
administration and enforcement of the Federal labor standards covered by the Davis-Bacon Act. The
proper Davis-Bacon wage determination will be issued by the ordering activity at the time a request
for quotations is made for applicable construction classified installation, deinstallation, and
reinstallation services under SIN 132-8.
c.
OPERATING AND MAINTENANCE MANUALS. The Contractor shall furnish the ordering activity
with one (1) copy of all operating and maintenance manuals which are normally provided with the
equipment being purchased.
5.
INSPECTION/ACCEPTANCE
The Contractor shall only tender for acceptance those items that conform to the requirements of this
contract. The ordering activity reserves the right to inspect or test any equipment that has been
tendered for acceptance. The ordering activity may require repair or replacement of nonconforming
equipment at no increase in contract price. The ordering activity must exercise its post acceptance
rights (1) within a reasonable time after the defect was discovered or should have been discovered;
and (2) before any substantial change occurs in the condition of the item, unless the change is due to
the defect in the item.
6.
WARRANTY
a.
Unless specified otherwise in this contract, the Contractor’s standard commercial warranty as
stated in the contract’s commercial pricelist will apply to this contract.
b.
The Contractor warrants and implies that the items delivered hereunder are merchantable and
fit for use for the particular purpose described in this contract.
c.
Limitation of Liability. Except as otherwise provided by an express or implied warranty, the
Contractor will not be liable to the ordering activity for consequential damages resulting from any
defect or deficiencies in accepted items.
d.
If inspection and repair of defective equipment under this warranty will be performed at the
Contractor's plant, the address is as follows:
7.
PURCHASE PRICE FOR ORDERED EQUIPMENT
The purchase price that the ordering activity will be charged will be the ordering activity purchase price
in effect at the time of order placement, or the ordering activity purchase price in effect on the
installation date (or delivery date when installation is not applicable), whichever is less.
8.
RESPONSIBILITIES OF THE CONTRACTOR
The Contractor shall comply with all laws, ordinances, and regulations (Federal, State, City or
otherwise) covering work of this character, and shall include all costs, if any, of such compliance in the
prices quoted in this offer.
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9.
TRADE-IN OF INFORMATION TECHNOLOGY EQUIPMENT
When an ordering activity determines that Information Technology equipment will be replaced, the
ordering activity shall follow the contracting policies and procedures in the Federal Acquisition
Regulation (FAR), the policies and procedures regarding disposition of information technology excess
personal property in the Federal Property Management Regulations (FPMR) (41 CFR 101-43.6), and the
policies and procedures on exchange/sale contained in the FPMR (41 CFR part 101-46).
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TERMS AND CONDITIONS APPLICABLE TO MAINTENANCE, REPAIR SERVICE AND
REPAIR PARTS/SPARE PARTS FOR GOVERNMENT-OWNED
GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY
EQUIPMENT, RADIO/TELEPHONE EQUIPMENT (AFTER EXPIRATION OF GUARANTEE/WARRANTY
PROVISIONS AND/OR WHEN REQUIRED SERVICE IS NOT COVERED
BY GUARANTEE/WARRANTY PROVISIONS) AND FOR LEASED EQUIPMENT
(SPECIAL ITEM NUMBER 132-12)
1.
SERVICE AREAS
a.
The maintenance and repair service rates listed herein are applicable to any ordering activity
location within a
0
mile radius of the Contractor's service points. They will
be performed on a “return to depot” basis. If any additional charge is to apply because of the greater
distance from the Contractor's service locations, the mileage rate or other distance factor shall be
stated in paragraphs 8.d and 9.d of this Special Item Number 132-12.
b.
When repair services cannot be performed at the ordering activity installation site, the repair
services will be performed at the Contractor's plant(s) listed below:
2.
MAINTENANCE ORDER
a.
Agencies may use written orders, EDI orders, credit card orders, or BPAs, for ordering
maintenance under this contract. The Contractor shall confirm orders within fifteen (15) calendar days
from the date of receipt, except that confirmation of orders shall be considered automatic for renewals
for maintenance (Special Item Number 132-12). Automatic acceptance of order renewals for
maintenance service shall apply for machines which may have been discontinued from use for
temporary periods of time not longer than 120 calendar days. If the order is not confirmed by the
Contractor as prescribed by this paragraph, the order shall be considered to be confirmed by the
Contractor.
b.
The Contractor shall honor orders for maintenance for the duration of the contract period or a
lessor period of time, for the equipment shown in the pricelist. Maintenance service shall commence
on a mutually agreed upon date, which will be written into the maintenance order. Maintenance
orders shall not be made effective before the expiration of any applicable maintenance and parts
guarantee/warranty period associated with the purchase of equipment. Orders for maintenance
service shall not extend beyond the end of the contract period.
c.
Maintenance may be discontinued by the ordering activity on thirty (30) calendar days written
notice, or shorter notice when agreed to by the Contractor; such notice to become effective thirty (30)
calendar days from the date on the notification. However, the ordering activity may extend the original
discontinuance date upon written notice to the Contractor, provided that such notice is furnished at
least ten (10) calendar days prior to the original discontinuance date.
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d.
Annual Funding. When annually appropriated funds are cited on a maintenance order, the
period of maintenance shall automatically expire on September 30th of the contract period, or at the
end of the contract period, whichever occurs first. Renewal of a maintenance order citing the new
appropriation shall be required, if maintenance is to continue during any remainder of the contract
period.
e.
Cross-year Funding Within Contract Period. Where an ordering activity's specific appropriation
authority provides for funds in excess of a 12 month, fiscal year period, the ordering activity may place
an order under this schedule contract for a period up to the expiration of the contract period,
notwithstanding the intervening fiscal years.
f.
Ordering activities should notify the Contractor in writing thirty (30) calendar days prior to the
expiration of maintenance service, if maintenance is to be terminated at that time. Orders for
continued maintenance will be required if maintenance is to be continued during the subsequent
period.
3.
REPAIR SERVICE AND REPAIR PARTS/SPARE PARTS ORDERS
a.
Agencies may use written orders, EDI orders, credit card orders, blanket purchase agreements
(BPAs), or small order procedures for ordering repair service and/or repair parts/spare parts under
this contract. Orders for repair service shall not extend beyond the end of the contract period.
b.
When repair service is ordered, only one chargeable repairman shall be dispatched to perform
repair service, unless the ordering activity agrees, in advance, that additional repair personnel are
required to effect repairs.
4.
LOSS OR DAMAGE
When the Contractor removes equipment to his establishment for repairs, the Contractor shall be
responsible for any damage or loss, from the time the equipment is removed from the ordering activity
installation, until the equipment is returned to such installation.
5.
SCOPE
a.
The Contractor shall provide maintenance for all equipment listed herein, as requested by the
ordering activity during the contract term. Repair service and repair parts/spare parts shall apply
exclusively to the equipment types/models within the scope of this Information Technology Schedule.
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b.
Equipment placed under maintenance service shall be in good operating condition.
(1)
In order to determine that the equipment is in good operating condition, the equipment
shall be subject to inspection by the Contractor, without charge to the ordering activity.
(2)
Costs of any repairs performed for the purpose of placing the equipment in good
operating condition shall be borne by the Contractor, if the equipment was under the
Contractor's guarantee/warranty or maintenance responsibility prior to the effective date of
the maintenance order.
(3)
If the equipment was not under the Contractor's responsibility, the costs necessary to
place the equipment in proper operating condition are to be borne by the ordering activity, in
accordance with the provisions of Special Item Number 132-12 (or outside the scope of this
contract).
6.
RESPONSIBILITIES OF THE ORDERING ACTIVITY
a.
Ordering activity personnel shall not perform maintenance or attempt repairs to equipment
while such equipment is under the purview of a maintenance order, unless agreed to by the Contractor.
b.
Subject to security regulations, the ordering activity shall permit access to the equipment which
is to be maintained or repaired.
7.
RESPONSIBILITIES OF THE CONTRACTOR
For equipment not covered by a maintenance contract or warranty, the Contractor's repair service
personnel shall complete repairs as soon as possible after notification by the ordering activity that
service is required. Within the service areas, this repair service should normally be done within 4 hours
after notification.
8.
MAINTENANCE RATE PROVISIONS
a.
The Contractor shall bear all costs of maintenance, including labor, parts, and such other
expenses as are necessary to keep the equipment in good operating condition, provided that the
required repairs are not occasioned by fault or negligence of the ordering activity.
b.
REGULAR HOURS
The basic monthly rate for each make and model of equipment shall entitle the ordering activity to
maintenance service during a mutually agreed upon nine (9) hour principal period of maintenance,
Monday through Friday, exclusive of holidays observed at the ordering activity location.
c.
AFTER HOURS
Should the ordering activity require that maintenance be performed outside of Regular Hours, charges
for such maintenance, if any, will be specified in the pricelist. Periods of less than one hour will be
prorated to the nearest quarter hour.
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d.
TRAVEL AND TRANSPORTATION
If any charge is to apply, over and above the regular maintenance rates, because of the distance
between the ordering activity location and the Contractor's service area, the charge will be:
All maintenance will be performed on a return to depot basis
e.
QUANTITY DISCOUNTS
Quantity discounts from listed maintenance service rates for multiple equipment owned and/or leased
by a ordering activity are indicated below:
Quantity Range
9.
Discounts
________ Units
0
%
________ Units
0
%
________ Units
0
%
REPAIR SERVICE RATE PROVISIONS
a.
CHARGES. Charges for repair service will include the labor charge, computed at the rates set
forth below, for the time during which repairmen are actually engaged in work, and, when applicable,
the charge for travel or transportation.
b.
MULTIPLE MACHINES. When repairs are ordered by a ordering activity on two or more
machines located in one or more buildings within walking distance of each other, the charges will be
computed from the time the repairman commences work on the first machine, until the work is
completed on the last machine. The time required to go from one machine to another, or from one
building to another, will be considered actual work performance, and chargeable to the ordering
activity, provided the time consumed in going between machines (or buildings) is reasonable.
c.
TRAVEL OR TRANSPORTATION
(1)
AT THE CONTRACTOR'S SHOP
(i) When equipment is returned to the Contractor's shop for adjustments or repairs which
are not covered by the guarantee/warranty provision, the cost of transportation, packing,
etc., from the ordering activity location to the Contractor's plant, and return to the ordering
activity location, shall be borne by the ordering activity.
(ii) The ordering activity should not return defective equipment to the Contractor for
adjustments and repairs or replacement without his prior consultation and instruction.
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(2)
AT THE ORDERING ACTIVITY LOCATION (Within Established Service Areas)
When equipment is repaired at the ordering activity location, and repair service rates are
established for service areas or zones, the listed rates are applicable to any ordering activity
location within such service areas or zones. No extra charge, time, or expense will be allowed
for travel or transportation of repairmen or machines to or from the ordering activity office;
such overhead is included in the repair service rates listed.
(3)
AT THE ORDERING ACTIVITY LOCATION (Outside Established Service Areas)
(i) The repair service rates listed for subparagraph (2) above apply, except that a travel
charge of _____ per mile for repairmen will apply to the round-trip distance between the
geographic limits of the applicable service area and the ordering activity location. Such
charge will apply as an additional charge, but it will be limited to one round trip for each
request that is made by the ordering activity for repair service, regardless of whether repairs
are performed at the ordering activity location or at the Contractor's shop.
(ii) When the overall travel charge computed at the above mileage rate is unreasonable
(considering the time required for travel, actual and necessary transportation costs, and the
allowable ordering activity per diem rate for each night the repairman is required to remain
overnight at the ordering activity location), the ordering activity shall have the option of
reimbursing the Contractor for actual costs, provided that the actual costs are reasonable
and allowable. The Contractor shall furnish the ordering activity with a report of travel
performed and related expenses incurred. The report shall include departure and arrival
dates, times, and the applicable mode of travel.
d.
LABOR RATES
(1)
REGULAR HOURS
The Regular Hours repair service rates listed herein shall entitle the ordering activity to repair
service during the period 8:00 a.m. to 5:00 p.m., Monday through Friday, exclusive of holidays
observed at the ordering activity location. There shall be no additional charge for repair service
which was requested during Regular Hours, but performed outside the Regular Hours defined
above, at the convenience of the Contractor.
(2)
AFTER HOURS
When the ordering activity requires that repair service be performed outside the Regular Hours
defined above, except Sundays and Holidays observed at the ordering activity location, the After
Hours repair service rates listed herein shall apply. The Regular Hours rates defined above shall
apply when repair service is requested during Regular Hours, but performed After Hours at the
convenience of the Contractor.
(3)
SUNDAYS AND HOLIDAYS
When the ordering activity requires that repair service be performed on Sundays and Holidays
observed at the ordering activity location, the Sundays and Holidays repair service rates listed
herein shall apply. When repair service is requested to be performed during Regular Hours
and/or After Hours, but is performed at the convenience of the Contractor on Sundays or
Holidays observed at the ordering activity location, the Regular Hours and/or After Hours repair
service rates, as applicable, shall apply.
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REPAIR SERVICE RATES
LOCATION
MINIMUM
CHARGE*
REGULAR
AFTER
SUNDAYS AND
HOURS
HOURS
HOLIDAYS
PER HOUR** PER HOUR** PER HOUR
CONTRACTOR'S SHOP
_______
__________
__________
___________
ORDERING ACTIVITY LOCATION
(WITHIN ESTABLISHED
SERVICE AREAS)
_______
__________
__________
___________
ORDERING ACTIVITY LOCATION
(OUTSIDE ESTABLISHED
SERVICE AREAS)
_______
__________
__________
___________
*MINIMUM CHARGES INCLUDE ___ FULL HOURS ON THE JOB.
**FRACTIONAL HOURS, AT THE END OF THE JOB, WILL BE PRORATED TO THE NEAREST QUARTER
HOUR.
10.
REPAIR PARTS/SPARE PARTS RATE PROVISIONS
All parts, furnished as spares or as repair parts in connection with the repair of equipment, unless
otherwise indicated in this pricelist, shall be new, standard parts manufactured by the equipment
manufacturer. All parts shall be furnished at prices indicated in the Contractor's commercial pricelist
dated ______________, at a discount of ______% from such listed prices.
11.
GUARANTEE/WARRANTY—REPAIR SERVICE AND REPAIR PARTS/SPARE PARTS
a.
REPAIR SERVICE
All repair work will be guaranteed/warranted for a period of _________________
b.
REPAIR PARTS/SPARE PARTS
All parts, furnished either as spares or repairs parts will be guaranteed/warranted for a period
_________________.
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12.
INVOICES AND PAYMENTS
a.
Maintenance Service
(1)
Invoices for maintenance service shall be submitted by the Contractor on a quarterly or
monthly basis, after the completion of such period. Maintenance charges must be paid in
arrears (31 U.S.C. 3324). PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ON
THE INVOICE.
(2)
Payment for maintenance service of less than one month's duration shall be prorated at
1/30th of the monthly rate for each calendar day.
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TERMS AND CONDITIONS APPLICABLE TO TERM SOFTWARE LICENSES
(SPECIAL ITEM NUMBER 132-32)
1.
INSPECTION/ACCEPTANCE
The Contractor shall only tender for acceptance those items that conform to the requirements of this
contract. The ordering activity reserves the right to inspect or test any software that has been tendered
for acceptance. The ordering activity may require repair or replacement of nonconforming software
at no increase in contract price. The ordering activity must exercise its post acceptance rights (1) within
a reasonable time after the defect was discovered or should have been discovered; and (2) before any
substantial change occurs in the condition of the software, unless the change is due to the defect in
the software.
2. END USER LICENSE AGREEMENTS REQUIREMENTS (EULA) The Contractor shall provide all End
User License Agreements in an editable Microsoft Office (Word) format.
3.
GUARANTEE/WARRANTY
a.
Unless specified otherwise in this contract, the Contractor’s standard commercial
guarantee/warranty as stated in the contract’s commercial pricelist will apply to this contract.
b.
The Contractor warrants and implies that the items delivered hereunder are merchantable and
fit for use for the particular purpose described in this contract.
c.
Limitation of Liability. Except as otherwise provided by an express or implied warranty, the
Contractor will not be liable to the ordering activity for consequential damages resulting from any
defect or deficiencies in accepted items.
4.
TECHNICAL SERVICES
The Contractor, without additional charge to the ordering activity, shall provide a hot line technical
support number
775-622-9541
for the purpose of providing user assistance and
guidance in the implementation of the software. The technical support number is available from
____9:00AM eastern_______ to __5:00PM eastern_________.
5.
SOFTWARE MAINTENANCE
a.
Software maintenance as it is defined: (select software maintenance type):
X
1. Software Maintenance as a Product (SIN 132-32)
Software maintenance as a product includes the publishing of bug/defect fixes via
patches and updates/upgrades in function and technology to maintain the operability
and usability of the software product. It may also include other no charge support that
are included in the purchase price of the product in the commercial marketplace. No
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charge support includes items such as user blogs, discussion forums, on-line help
libraries and FAQs (Frequently Asked Questions), hosted chat rooms, and limited
telephone, email and/or web-based general technical support for user’s self diagnostics.
Software maintenance as a product does NOT include the creation, design, implementation,
integration, etc. of a software package. These examples are considered software maintenance as a
service.
N/A
2. Software Maintenance as a Service
Software maintenance as a service creates, designs, implements, and/or integrates
customized changes to software that solve one or more problems and is not included
with the price of the software. Software maintenance as a service includes person-toperson communications regardless of the medium used to communicate: telephone
support, on-line technical support, customized support, and/or technical expertise
which are charged commercially. Software maintenance as a service is billed arrears in
accordance with 31 U.S.C. 3324.
b.
Invoices for maintenance service shall be submitted by the Contractor on a quarterly or
monthly basis, after the completion of such period. Maintenance charges must be paid in arrears (31
U.S.C. 3324). PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE.
6.
PERIODS OF TERM LICENSES (132-32)
a.
The Contractor shall honor orders for periods for the duration of the contract period or a lessor
period of time.
b.
Term Licenses may be discontinued by the ordering activity on thirty (30) calendar days written
notice to the Contractor.
c.
Annual Funding. When annually appropriated funds are cited on an order for term licenses, the
period of the term licenses shall automatically expire on September 30 of the contract period, or at the
end of the contract period, whichever occurs first. Renewal of the term licenses orders citing the new
appropriation shall be required, if the term licenses is to be continued during any remainder of the
contract period.
d.
Cross-Year Funding Within Contract Period. Where an ordering activity’s specific appropriation
authority provides for funds in excess of a 12 month (fiscal year) period, the ordering activity may place
an order under this schedule contract for a period up to the expiration of the contract period,
notwithstanding the intervening fiscal years.
e.
Ordering activities should notify the Contractor in writing thirty (30) calendar days prior to the
expiration of an order, if the term licenses are to be terminated at that time. Orders for the
continuation of term licenses will be required if the term licenses are to be continued during the
subsequent period.
7.
CONVERSION FROM TERM LICENSE TO PERPETUAL LICENSE - Not Offered
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8.
TERM LICENSE CESSATION - Not Offered
9.
UTILIZATION LIMITATIONS - (132-32)
a.
Software acquisition is limited to commercial computer software defined in FAR Part 2.101.
b.
When acquired by the ordering activity, commercial computer software and related
documentation so legend shall be subject to the following:
(1)
Title to and ownership of the software and documentation shall remain with the
Contractor, unless otherwise specified.
(2)
Software licenses are by site and by ordering activity. An ordering activity is defined as
a cabinet level or independent ordering activity. The software may be used by any subdivision
of the ordering activity (service, bureau, division, command, etc.) that has access to the site the
software is placed at, even if the subdivision did not participate in the acquisition of the
software. Further, the software may be used on a sharing basis where multiple agencies have
joint projects that can be satisfied by the use of the software placed at one ordering activity's
site. This would allow other agencies access to one ordering activity's database. For ordering
activity public domain databases, user agencies and third parties may use the computer
program to enter, retrieve, analyze and present data. The user ordering activity will take
appropriate action by instruction, agreement, or otherwise, to protect the Contractor's
proprietary property with any third parties that are permitted access to the computer programs
and documentation in connection with the user ordering activity's permitted use of the
computer programs and documentation. For purposes of this section, all such permitted third
parties shall be deemed agents of the user ordering activity.
(3)
Except as is provided in paragraph 8.b(2) above, the ordering activity shall not provide
or otherwise make available the software or documentation, or any portion thereof, in any
form, to any third party without the prior written approval of the Contractor. Third parties do
not include prime Contractors, subcontractors and agents of the ordering activity who have the
ordering activity's permission to use the licensed software and documentation at the facility,
and who have agreed to use the licensed software and documentation only in accordance with
these restrictions. This provision does not limit the right of the ordering activity to use software,
documentation, or information therein, which the ordering activity may already have or obtains
without restrictions.
(4)
The ordering activity shall have the right to use the computer software and
documentation with the computer for which it is acquired at any other facility to which that
computer may be transferred, or in cases of disaster recovery, the ordering activity has the right
to transfer the software to another site if the ordering activity site for which it is acquired is
deemed to be unsafe for ordering activity personnel; to use the computer software and
documentation with a backup computer when the primary computer is inoperative; to copy
computer programs for safekeeping (archives) or backup purposes; to transfer a copy of the
software to another site for purposes of benchmarking new hardware and/or software; and to
modify the software and documentation or combine it with other software, provided that the
unmodified portions shall remain subject to these restrictions.
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(5)
"Commercial Computer Software" may be marked with the Contractor's standard
commercial restricted rights legend, but the schedule contract and schedule pricelist, including
this clause, "Utilization Limitations" are the only governing terms and conditions, and shall take
precedence and supersede any different or additional terms and conditions included in the
standard commercial legend.
10.
SOFTWARE CONVERSIONS - (132-32)
Full monetary credit will be allowed to the ordering activity when conversion from one version of the
software to another is made as the result of a change in operating system, or from one computer
system to another. Under a term license (132-32), conversion credits which accrued while the earlier
version was under a term license shall carry forward and remain available as conversion credits which
may be applied towards the perpetual license price of the new version.
11.
DESCRIPTIONS AND EQUIPMENT COMPATIBILITY
The Contractor shall include, in the schedule pricelist, a complete description of each software product
and a list of equipment on which the software can be used. Also, included shall be a brief, introductory
explanation of the modules and documentation which are offered.
12.
RIGHT-TO-COPY PRICING - Not Offered
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TERMS AND CONDITIONS APPLICABLE TO PERPETUAL SOFTWARE LICENSES (SPECIAL ITEM NUMBER
132-33) AND MAINTENANCE AS A SERVICE (SPECIAL ITEM NUMBER 132-34) OF GENERAL PURPOSE
COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE
1.
INSPECTION/ACCEPTANCE
The Contractor shall only tender for acceptance those items that conform to the requirements of this
contract. The ordering activity reserves the right to inspect or test any software that has been tendered
for acceptance. The ordering activity may require repair or replacement of nonconforming software
at no increase in contract price. The ordering activity must exercise its post acceptance rights (1) within
a reasonable time after the defect was discovered or should have been discovered; and (2) before any
substantial change occurs in the condition of the software, unless the change is due to the defect in
the software.
2.
GUARANTEE/WARRANTY
a.
Unless specified otherwise in this contract, the Contractor’s standard commercial
guarantee/warranty as stated in the contract’s commercial pricelist will apply to this contract.
b.
The Contractor warrants and implies that the items delivered hereunder are merchantable and
fit for use for the particular purpose described in this contract.
c.
Limitation of Liability. Except as otherwise provided by an express or implied warranty, the
Contractor will not be liable to the ordering activity for consequential damages resulting from any
defect or deficiencies in accepted items.
3.
TECHNICAL SERVICES
The Contractor, without additional charge to the ordering activity, shall provide a hot line technical
support number
775-622-9541
for the purpose of providing user assistance and
guidance in the implementation of the software. The technical support number is available from
____9:00AM eastern_______ to __5:00PM eastern_________.
4.
SOFTWARE MAINTENANCE
a.
Software maintenance as it is defined: (select software maintenance type) :
X
1. Software Maintenance as a Product
Software maintenance as a product includes the publishing of bug/defect fixes via
patches and updates/upgrades in function and technology to maintain the operability
and usability of the software product. It may also include other no charge support that
are included in the purchase price of the product in the commercial marketplace. No
charge support includes items such as user blogs, discussion forums, on-line help
libraries and FAQs (Frequently Asked Questions), hosted chat rooms, and limited
telephone, email and/or web-based general technical support for user’s self diagnostics.
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Software maintenance as a product does NOT include the creation, design, implementation,
integration, etc. of a software package. These examples are considered software maintenance as a
service.
N/A
2. Software Maintenance as a Service
Software maintenance as a service creates, designs, implements, and/or integrates
customized changes to software that solve one or more problems and is not included
with the price of the software. Software maintenance as a service includes person-toperson communications regardless of the medium used to communicate: telephone
support, on-line technical support, customized support, and/or technical expertise
which are charged commercially. Software maintenance as a service is billed arrears in
accordance with 31 U.S.C. 3324.
b.
Invoices for maintenance service shall be submitted by the Contractor on a quarterly or monthly
basis, after the completion of such period. Maintenance charges must be paid in arrears (31 U.S.C.
3324). PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE.
5.
PERIODS OF MAINTENANCE (132-34)
a.
The Contractor shall honor orders for periods for the duration of the contract period or a lessor
period of time.
b.
Maintenance may be discontinued by the ordering activity on thirty (30) calendar days written
notice to the Contractor.
c.
Annual Funding. When annually appropriated funds are cited on an order for maintenance,
the period of the maintenance shall automatically expire on September 30 of the contract period, or
at the end of the contract period, whichever occurs first. Renewal of the maintenance orders citing
the new appropriation shall be required, if the maintenance is to be continued during any remainder
of the contract period.
d.
Cross-Year Funding Within Contract Period. Where an ordering activity’s specific appropriation
authority provides for funds in excess of a 12 month (fiscal year) period, the ordering activity may place
an order under this schedule contract for a period up to the expiration of the contract period,
notwithstanding the intervening fiscal years.
e.
Ordering activities should notify the Contractor in writing thirty (30) calendar days prior to the
expiration of an order, if the maintenance is to be terminated at that time. Orders for the continuation
of maintenance will be required if the maintenance is to be continued during the subsequent period.
6.
CONVERSION FROM TERM LICENSE TO PERPETUAL LICENSE - Not Offered
7.
TERM LICENSE CESSATION - Not Offered
8.
UTILIZATION LIMITATIONS - (132-33, AND 132-34)
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a.
Software acquisition is limited to commercial computer software defined in FAR Part 2.101.
b.
When acquired by the ordering activity, commercial computer software and related
documentation so legend shall be subject to the following:
(1)
Title to and ownership of the software and documentation shall remain with the
Contractor, unless otherwise specified.
(2)
Software licenses are by site and by ordering activity. An ordering activity is defined as
a cabinet level or independent ordering activity. The software may be used by any subdivision
of the ordering activity (service, bureau, division, command, etc.) that has access to the site the
software is placed at, even if the subdivision did not participate in the acquisition of the
software. Further, the software may be used on a sharing basis where multiple agencies have
joint projects that can be satisfied by the use of the software placed at one ordering activity's
site. This would allow other agencies access to one ordering activity's database. For ordering
activity public domain databases, user agencies and third parties may use the computer
program to enter, retrieve, analyze and present data. The user ordering activity will take
appropriate action by instruction, agreement, or otherwise, to protect the Contractor's
proprietary property with any third parties that are permitted access to the computer programs
and documentation in connection with the user ordering activity's permitted use of the
computer programs and documentation. For purposes of this section, all such permitted third
parties shall be deemed agents of the user ordering activity.
(3)
Except as is provided in paragraph 8.b(2) above, the ordering activity shall not provide
or otherwise make available the software or documentation, or any portion thereof, in any
form, to any third party without the prior written approval of the Contractor. Third parties do
not include prime Contractors, subcontractors and agents of the ordering activity who have the
ordering activity's permission to use the licensed software and documentation at the facility,
and who have agreed to use the licensed software and documentation only in accordance with
these restrictions. This provision does not limit the right of the ordering activity to use software,
documentation, or information therein, which the ordering activity may already have or obtains
without restrictions.
(4)
The ordering activity shall have the right to use the computer software and
documentation with the computer for which it is acquired at any other facility to which that
computer may be transferred, or in cases of disaster recovery, the ordering activity has the right
to transfer the software to another site if the ordering activity site for which it is acquired is
deemed to be unsafe for ordering activity personnel; to use the computer software and
documentation with a backup computer when the primary computer is inoperative; to copy
computer programs for safekeeping (archives) or backup purposes; to transfer a copy of the
software to another site for purposes of benchmarking new hardware and/or software; and to
modify the software and documentation or combine it with other software, provided that the
unmodified portions shall remain subject to these restrictions.
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(5)
"Commercial Computer Software" may be marked with the Contractor's standard
commercial restricted rights legend, but the schedule contract and schedule pricelist, including
this clause, "Utilization Limitations" are the only governing terms and conditions, and shall take
precedence and supersede any different or additional terms and conditions included in the
standard commercial legend.
9.
SOFTWARE CONVERSIONS - (132-33)
Full monetary credit will be allowed to the ordering activity when conversion from one version of the
software to another is made as the result of a change in operating system , or from one computer
system to another. Under a perpetual license (132-33), the purchase price of the new software shall
be reduced by the amount that was paid to purchase the earlier version.
10.
DESCRIPTIONS AND EQUIPMENT COMPATIBILITY
The Contractor shall include, in the schedule pricelist, a complete description of each software product
and a list of equipment on which the software can be used. Also, included shall be a brief, introductory
explanation of the modules and documentation which are offered.
11.
RIGHT-TO-COPY PRICING - Not Offered
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TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT)
PROFESSIONAL SERVICES (SPECIAL ITEM NUMBER 132-51)
1.
SCOPE
a.
The prices, terms and conditions stated under Special Item Number 132-51 Information
Technology Professional Services apply exclusively to IT Professional Services within the scope of this
Information Technology Schedule.
b.
The Contractor shall provide services at the Contractor’s facility and/or at the ordering activity
location, as agreed to by the Contractor and the ordering activity.
2.
PERFORMANCE INCENTIVES (I-FSS-60 Performance Incentives) (April 2000)
a.
Performance incentives may be agreed upon between the Contractor and the ordering activity
on individual fixed price orders or Blanket Purchase Agreements under this contract.
b.
The ordering activity must establish a maximum performance incentive price for these services
and/or total solutions on individual orders or Blanket Purchase Agreements.
c.
Incentives should be designed to relate results achieved by the contractor to specified targets.
To the maximum extent practicable, ordering activities shall consider establishing incentives where
performance is critical to the ordering activity’s mission and incentives are likely to motivate the
contractor. Incentives shall be based on objectively measurable tasks.
3.
ORDER
a.
Agencies may use written orders, EDI orders, blanket purchase agreements, individual purchase
orders, or task orders for ordering services under this contract. Blanket Purchase Agreements shall not
extend beyond the end of the contract period; all services and delivery shall be made and the contract
terms and conditions shall continue in effect until the completion of the order. Orders for tasks which
extend beyond the fiscal year for which funds are available shall include FAR 52.232-19 (Deviation –
May 2003) Availability of Funds for the Next Fiscal Year. The purchase order shall specify the availability
of funds and the period for which funds are available.
b.
All task orders are subject to the terms and conditions of the contract. In the event of conflict
between a task order and the contract, the contract will take precedence.
4.
PERFORMANCE OF SERVICES
a.
The Contractor shall commence performance of services on the date agreed to by the
Contractor and the ordering activity.
b.
The Contractor agrees to render services only during normal working hours, unless otherwise
agreed to by the Contractor and the ordering activity.
c.
The ordering activity should include the criteria for satisfactory completion for each task in the
Statement of Work or Delivery Order. Services shall be completed in a good and workmanlike manner.
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d.
Any Contractor travel required in the performance of IT Services must comply with the Federal
Travel Regulation or Joint Travel Regulations, as applicable, in effect on the date(s) the travel is
performed. Established Federal Government per diem rates will apply to all Contractor travel.
Contractors cannot use GSA city pair contracts.
5.
STOP-WORK ORDER (FAR 52.242-15) (AUG 1989)
(a)
The Contracting Officer may, at any time, by written order to the Contractor, require the
Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after
the order is delivered to the Contractor, and for any further period to which the parties may agree. The
order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the
order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize
the incurrence of costs allocable to the work covered by the order during the period of work stoppage.
Within a period of 90 days after a stop-work is delivered to the Contractor, or within any extension of
that period to which the parties shall have agreed, the Contracting Officer shall either(1)
Cancel the stop-work order; or
(2)
Terminate the work covered by the order as provided in the Default, or the Termination
for Convenience of the Government, clause of this contract.
(b)
If a stop-work order issued under this clause is canceled or the period of the order or any
extension thereof expires, the Contractor shall resume work. The Contracting Officer shall make an
equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be
modified, in writing, accordingly, if(1)
The stop-work order results in an increase in the time required for, or in the Contractor's
cost properly allocable to, the performance of any part of this contract; and
(2)
The Contractor asserts its right to the adjustment within 30 days after the end of the
period of work stoppage; provided, that, if the Contracting Officer decides the facts justify the
action, the Contracting Officer may receive and act upon the claim submitted at any time before
final payment under this contract.
(c)
If a stop-work order is not canceled and the work covered by the order is terminated for the
convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from
the stop-work order in arriving at the termination settlement.
(d)
If a stop-work order is not canceled and the work covered by the order is terminated for default,
the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting
from the stop-work order.
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6.
INSPECTION OF SERVICES
The Inspection of Services–Fixed Price (AUG 1996) (Deviation 1 – May 2003) clause at FAR 52.246-4
applies to firm-fixed price orders placed under this contract. The Inspection–Time-and-Materials and
Labor-Hour (May 2001) (Deviation 1 – May 2003) clause at FAR 52.246-6 applies to time-and-materials
and labor-hour orders placed under this contract.
7.
RESPONSIBILITIES OF THE CONTRACTOR
The Contractor shall comply with all laws, ordinances, and regulations (Federal, State, City, or
otherwise) covering work of this character. If the end product of a task order is software, then FAR
52.227-14 (Deviation – Dec 2007) Rights in Data – General, may apply.
8.
RESPONSIBILITIES OF THE ORDERING ACTIVITY
Subject to security regulations, the ordering activity shall permit Contractor access to all facilities
necessary to perform the requisite IT Professional Services.
9.
INDEPENDENT CONTRACTOR
All IT Professional Services performed by the Contractor under the terms of this contract shall be as an
independent Contractor, and not as an agent or employee of the ordering activity.
10.
ORGANIZATIONAL CONFLICTS OF INTEREST
a.
Definitions.
“Contractor” means the person, firm, unincorporated association, joint venture, partnership, or
corporation that is a party to this contract.
“Contractor and its affiliates” and “Contractor or its affiliates” refers to the Contractor, its chief
executives, directors, officers, subsidiaries, affiliates, subcontractors at any tier, and consultants and
any joint venture involving the Contractor, any entity into or with which the Contractor subsequently
merges or affiliates, or any other successor or assignee of the Contractor.
An “Organizational conflict of interest” exists when the nature of the work to be performed under a
proposed ordering activity contract, without some restriction on ordering activities by the Contractor
and its affiliates, may either (i) result in an unfair competitive advantage to the Contractor or its
affiliates or (ii) impair the Contractor’s or its affiliates’ objectivity in performing contract work.
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b.
To avoid an organizational or financial conflict of interest and to avoid prejudicing the best
interests of the ordering activity, ordering activities may place restrictions on the Contractors, its
affiliates, chief executives, directors, subsidiaries and subcontractors at any tier when placing orders
against schedule contracts. Such restrictions shall be consistent with FAR 9.505 and shall be designed
to avoid, neutralize, or mitigate organizational conflicts of interest that might otherwise exist in
situations related to individual orders placed against the schedule contract. Examples of situations,
which may require restrictions, are provided at FAR 9.508.
11.
INVOICES
The Contractor, upon completion of the work ordered, shall submit invoices for IT Professional Services.
Progress payments may be authorized by the ordering activity on individual orders if appropriate.
Progress payments shall be based upon completion of defined milestones or interim products. Invoices
shall be submitted monthly for recurring services performed during the preceding month.
12.
PAYMENTS
For firm-fixed price orders the ordering activity shall pay the Contractor, upon submission of proper
invoices or vouchers, the prices stipulated in this contract for service rendered and accepted. Progress
payments shall be made only when authorized by the order. For time-and-materials orders, the
Payments under Time-and-Materials and Labor-Hour Contracts at FAR 52.212-4 (OCT 2008)
(ALTERNATE I – OCT 2008) (DEVIATION I – FEB 2007) applies to time-and-materials orders placed under
this contract. For labor-hour orders, the Payment under Time-and-Materials and Labor-Hour Contracts
at FAR 52.212-4 (OCT 2008) (ALTERNATE I – OCT 2008) (DEVIATION I – FEB 2007) applies to labor-hour
orders placed under this contract. 52.216-31(Feb 2007) Time-and-Materials/Labor-Hour Proposal
Requirements—Commercial Item Acquisition. As prescribed in 16.601(e)(3), insert the following
provision:
(a) The Government contemplates award of a Time-and-Materials or Labor-Hour type of contract
resulting from this solicitation.
(b) The offeror must specify fixed hourly rates in its offer that include wages, overhead, general and
administrative expenses, and profit. The offeror must specify whether the fixed hourly rate for each
labor category applies to labor performed by—
(1) The offeror;
(2) Subcontractors; and/or
(3) Divisions, subsidiaries, or affiliates of the offeror under a common control.
13.
RESUMES
Resumes shall be provided to the GSA Contracting Officer or the user ordering activity upon request.
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14.
INCIDENTAL SUPPORT COSTS
Incidental support costs are available outside the scope of this contract. The costs will be negotiated
separately with the ordering activity in accordance with the guidelines set forth in the FAR.
15.
APPROVAL OF SUBCONTRACTS
The ordering activity may require that the Contractor receive, from the ordering activity's Contracting
Officer, written consent before placing any subcontract for furnishing any of the work called for in a
task order.
16.
DESCRIPTION OF IT PROFESSIONAL SERVICES AND PRICING
a.
The Contractor shall provide a description of each type of IT Service offered under Special Item
Number 132-51. IT Professional Services should be presented in the same manner as the Contractor
sells to its commercial and other ordering activity customers. If the Contractor is proposing hourly
rates, a description of all corresponding commercial job titles (labor categories) for those individuals
who will perform the service should be provided.
b.
Pricing for all IT Professional Services shall be in accordance with the Contractor’s customary
commercial practices; e.g., hourly rates, monthly rates, term rates, and/or fixed prices.
The following is an example of the manner in which the description of a commercial job title should be
presented:
EXAMPLE: Commercial Job Title: System Engineer
Minimum/General Experience: Three (3) years of technical experience which applies to systems
analysis and design techniques for complex computer systems. Requires competence in all
phases of systems analysis techniques, concepts and methods; also requires knowledge of
available hardware, system software, input/output devices, structure, and management
practices.
Functional Responsibility: Guides users in formulating requirements, advises alternative
approaches, and conducts feasibility studies.
Minimum Education: Bachelor’s Degree in Computer Science
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TERMS AND CONDITIONS APPLICABLE TO WIRELESS SERVICES
(SPECIAL ITEM NUMBER 132-53)
Note: Commercially available products under this solicitation may be covered by the Energy Star or
Electronic Product Environmental Assessment Tool (EPEAT) programs. For applicable products,
offerors are encouraged to offer Energy Star-qualified products and EPEAT-registered products, at
the Bronze level or higher. If offerors opt to offer Energy Star or Electronic Product Environmental
Assessment Tool (EPEAT) products then they shall identify by model which products offered are
Energy Star-qualified and EPEAT-registered, broken out by registration level of bronze, silver, or
gold. Visit the Green Procurement Compilation, sftool.gov/greenprocurement for a complete list of
products covered by these programs.
1. ACCEPTANCE TESTING
The Contractor shall provide acceptance test plans and procedures for ordering activity approval. The
Contractor shall perform acceptance testing of the systems for ordering activity approval in
accordance with the approved test procedures.
2. EQUIPMENT
The Contractor shall make available cellular voice and data devices. The cellular devices offered shall
be compatible with the cellular access standards employed within the geographical scope of contract.
The Contractor shall provide programming of any cellular telephone device, including Contractorprovided and ordering activity-furnished devices, that conforms to the cellular service furnished by
the Contractor.
3. WARRANTY
The Contractor shall provide a warranty covering each Contractor-provided device. The minimum
duration of the warranty shall be the duration of the manufacturer’s commercial warranty for the
item listed below:
The warranty shall commence upon the later of the following:
a. Activation of the user’s service
b. Installation/delivery of the equipment
The Contractor, by repair or replacement of the defective item, shall complete all warranty services
within five working days of notification of the defect. Warranty service shall be deemed complete
when the user has possession of the repaired or replaced item. If the Contractor renders warranty
service by replacement, the user shall return the defective item(s) to the Contractor as soon as
possible but not later than ten (10) working days after notification.
4. MANAGEMENT AND OPERATIONS PRICING
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The Contractor shall provide management and operations pricing on a uniform basis. All management
and operations requirements for which pricing elements are not specified shall be provided as part of
the basic service.
5. TRAINING
The Contractor shall provide normal commercial installation, operation, maintenance, and
engineering interface training on the system. If there is a separate charge, indicate below.
6. MONTHLY REPORTS
In accordance with commercial practices, the Contractor may furnish the ordering activity/user with a
monthly summary ordering activity report.
7. WIRELESS SERVICE PLAN
(a)
Describe the wireless service plan and eligibility requirements. Including, but not limited to,
service area, monthly service charge, minutes included, etc.
(b)
Describe charges, if any, for additional minutes, domestic wireless long distance, roaming,
nights and weekends, etc.
(c)
Describe corporate volume discounts and eligibility requirements, if any.
8. TRADE AGREEMENTS ACT
Although contracts awarded under this solicitation are subject to the Trade Agreements Act, Wireless
Service under SIN 132-53 is not covered by the World Trade Organization Government Procurement
Agreement (WTO GPA) or any of the other Free Trade Agreement (FTA). See FAR 25.401 (b)(2).
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PRICING TABLES
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Iron Bow Technologies, LLC
Master Price List for Wireless Services (SIN 132-53)
MfgPart#
Non
Recurring Recurring
Charge
Charge
GSA w/ GSA w/ IFF
IFF
Product Description
ZWP2M
Zipit Confirm Monthly Subscription; Apple iOS for iPhone/iPad or Google Android based
phones/tablets
$9.07
ZWP2A
Zipit Confirm Annual Subscription; Apple iOS for iPhone/iPad or Google Android based
phones/tablets
$92.49
ZWP3A
Annual License Platform Setup and Maintenance Fee (Required by all Zipit Wireless Customer
Accounts for customers NOT requireing FedRAMP approved infrastructure)
$875.70
ZWP3F
Annual License Platform Setup and Maintenance Fee (Required by all Zipit Wireless Customer
Accounts requiring a FedRAMP approved infrastructure)
$21,037.78
ZWP4
Zipit Now TS Device Only - Requires Annual Service Plan or Activation, Non-FIPS mode.
$226.69
$13.60
ZWP4F
Zipit Now TS Device; 3G Enabled - Government Only - FIPS Compatible Device - Requires
Annual Service Plan or Activation
$244.83
$13.60
ZVZW15
Zipit Wireless Service Plan for Zipit devices. Billed on behalf of Verizon Wireless
$14.96
ZVZW9
Zipit Wireless Service Plan for Zipit devices. Billed on behalf of Verizon Wireless. Applies to
Department of Veteran Affairs Contracts with minimum of 17K units
$8.98
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Master Price List for IT Professional Services (SIN 132-51)
Effective thru May 13, 2017
*Pricing effective thru 13 May 2017
SIN
Mfg
MfgPart#
Product Description
GSA w/ IFF
Labor Category: Subject Matter Expert Level 1
132-51
Iron Bow
Technologies,
LLC
SME1
Functional Responsibility: The Subject Matter Expert provides expertise in a
specific area of technology such as networking, data protection, data security.
In this capacity, the subject matter expert provides specialized analysis,
planning, design, modeling, and implementation support. The subject matter
expert will employ integrated methodologies appropriate to each task to ensure
that the customer's business requirements are met or exceeded. The subject
matter expert can supplement an existing organization or provide complete
project fulfillment in concert with other functional areas. The mid level Subject
Matter Expert possesses significant technical support in the stated area of
technology. In addition to supporting customer requirements directly, the mid
level Subject Matter Expert is capable of providing direction to a team project.
$328.80
Minimum Education: Bachelors Degree + 16 years of experience
Labor Category: Subject Matter Expert Level 2
132-51
Iron Bow
Technologies,
LLC
SME2
Functional Responsibility: The Subject Matter Expert provides expertise in a
specific area of technology such as networking, data protection, data security.
In this capacity, the subject matter expert provides specialized analysis,
planning, design, modeling, and implementation support. The subject matter
expert will employ integrated methodologies appropriate to each task to ensure
that the customer's business requirements are met or exceeded. The subject
matter expert can supplement an existing organization or provide complete
project fulfillment in concert with other functional areas. The senior level
Subject Matter Expert is a recognized expert in a given area of technology. In
addition to providing significant technology support, the senior level Subject
Matter Expert is capable of directing teams engaged in large scale, complex
projects
$368.83
Minimum Education: Bachelors Degree + 20 years of experience
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*Pricing effective thru 13 May 2017
SIN
Mfg
MfgPart#
Product Description
GSA w/ IFF
Labor Category: Engineer Level 1
132-51
Iron Bow
Technologies,
LLC
ENG1
Functional Responsibility: The Engineer performs configuration, implementation
and troubleshooting of network and systems. Engineers participate in the full life
system life cycle including analysis, planning, implementation, testing,
documentation, and operations. Engineers also participate in activities such as
ongoing maintenance of networks and systems. monitoring service level metrics
and commitments, developing standards, policies, and operational processes.
The entry level engineer works on simple tasks independently or works as part
of a team on larger more complex projects under the direction of a Project
Manager or a senior level Engineer.
$128.94
Minimum Education: Bachelors Degree + 2 years of experience
Labor Category: Engineer Level 2
132-51
Iron Bow
Technologies,
LLC
ENG2
Functional Responsibility: The Engineer performs configuration, implementation
and troubleshooting of network and systems. Engineers participate in the full life
system life cycle including analysis, planning, implementation, testing,
documentation, and operations. Engineers also participate in activities such as
ongoing maintenance of networks and systems. monitoring service level metrics
and commitments, developing standards, policies, and operational processes.
The entry level engineer works on simple tasks independently or works as part
of a team on larger more complex projects under the direction of a Project
Manager or a senior level Engineer.
$160.56
Minimum Education: Bachelors Degree + 5 years of experience
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*Pricing effective thru 13 May 2017
SIN
Mfg
MfgPart#
Product Description
GSA w/ IFF
Labor Category: Engineer Level 3
132-51
Iron Bow
Technologies,
LLC
ENG3
Functional Responsibility: The Engineer performs configuration, implementation
and troubleshooting of network and systems. Engineers participate in the full life
system life cycle including analysis, planning, implementation, testing,
documentation, and operations. Engineers also participate in activities such as
ongoing maintenance of networks and systems. monitoring service level metrics
and commitments, developing standards, policies, and operational processes.
The mid level Engineer can work independently to perform complex task and
also provide support and assistance to entry level engineers in a team project.
$205.13
Minimum Education: Bachelors Degree + 7 years of experience
Labor Category: Engineer Level 4
132-51
Iron Bow
Technologies,
LLC
ENG4
Functional Responsibility: The Engineer performs configuration, implementation
and troubleshooting of network and systems. Engineers participate in the full life
system life cycle including analysis, planning, implementation, testing,
documentation, and operations. Engineers also participate in activities such as
ongoing maintenance of networks and systems. monitoring service level metrics
and commitments, developing standards, policies, and operational processes.
The mid level Engineer can work independently to perform complex task and
also provide support and assistance to entry level engineers in a team project.
$256.42
Minimum Education: Bachelors Degree + 10 years of experience
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Rev 11-16-16
*Pricing effective thru 13 May 2017
SIN
Mfg
MfgPart#
Product Description
GSA w/ IFF
Labor Category: Engineer Level 5
132-51
Iron Bow
Technologies,
LLC
ENG5
Functional Responsibility: The Engineer performs configuration, implementation
and troubleshooting of network and systems. Engineers participate in the full life
system life cycle including analysis, planning, implementation, testing,
documentation, and operations. Engineers also participate in activities such as
ongoing maintenance of networks and systems. monitoring service level metrics
and commitments, developing standards, policies, and operational processes.
The senior level engineer is assigned to the most complex independent technical
tasks or performs as a team lead directing and coordinating the technical work
of all team members to complete projects successfully.
$285.50
Minimum Education: Bachelors Degree + 12 years of experience
Labor Category: Technician Level 1
132-51
Iron Bow
Technologies,
LLC
TEC1
Functional Responsibility: The Technician provides a range of technical services
to support the installation and implementation of networks and computer
systems. Duties may range from basic tasks such as unpacking and setting up
equipment and removing packing materials, to installing cabling and rack
mounted equipment, to basic configuration and testing. The entry level
Technician works on simple projects independently or is assigned to larger more
complex projects and works under the direction of more senior personnel.
$69.65
Minimum Education: High School Diploma + 2 years of experience
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Rev 11-16-16
*Pricing effective thru 13 May 2017
SIN
Mfg
MfgPart#
Product Description
GSA w/ IFF
Labor Category: Technician Level 2
132-51
Iron Bow
Technologies,
LLC
TEC2
Functional Responsibility: The Technician provides a range of technical services
to support the installation and implementation of networks and computer
systems. Duties may range from basic tasks such as unpacking and setting up
equipment and removing packing materials, to installing cabling and rack
mounted equipment, to basic configuration and testing. The entry level
Technician works on simple projects independently or is assigned to larger more
complex projects and works under the direction of more senior personnel.
$76.24
Minimum Education: High School Diploma + 3 years of experience
Labor Category: Technician Level 3
132-51
Iron Bow
Technologies,
LLC
TEC3
Functional Responsibility: The Technician provides a range of technical services
to support the installation and implementation of networks and computer
systems. Duties may range from basic tasks such as unpacking and setting up
equipment and removing packing materials, to installing cabling and rack
mounted equipment, to basic configuration and testing. The senior level
Technician works on larger and more complex projects independently or
provides direction on large projects to less senior personnel.
$91.24
Minimum Education: High School Diploma + 5 years of experience
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Rev 11-16-16
*Pricing effective thru 13 May 2017
SIN
Mfg
MfgPart#
Product Description
GSA w/ IFF
Labor Category: Technician Level 4
132-51
Iron Bow
Technologies,
LLC
TEC4
Functional Responsibility: The Technician provides a range of technical services
to support the installation and implementation of networks and computer
systems. Duties may range from basic tasks such as unpacking and setting up
equipment and removing packing materials, to installing cabling and rack
mounted equipment, to basic configuration and testing. The senior level
Technician works on larger and more complex projects independently or
provides direction on large projects to less senior personnel.
$109.09
Minimum Education: Bachelors Degree
Labor Category: Project Support Specialist Level 1
132-51
Iron Bow
Technologies,
LLC
PSS1
Functional Responsibility: The Project Specialist provides a wide range of
general IT based services which support the functional requirements of a project
or customer activity. These areas may include data quality analysis, quality
assurance, system or business operations, administration or management
support, technical writing or documentation support, training, Earned Value
Management support, or general technical expertise in support of customers
activities. The support specialist staff can supplement an existing organization
or, in concert with other functional areas, can provide complete project
fulfillment. Entry level Support Specialists work under the direction of other
personnel to produce specific work products or to work as part of a team
$57.21
Minimum Education: High School Diploma + 2 years of experience
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Rev 11-16-16
*Pricing effective thru 13 May 2017
SIN
Mfg
MfgPart#
Product Description
GSA w/ IFF
Labor Category: Project Support Specialist Level 2
132-51
Iron Bow
Technologies,
LLC
PSS2
Functional Responsibility: The Project Specialist provides a wide range of
general IT based services which support the functional requirements of a project
or customer activity. These areas may include data quality analysis, quality
assurance, system or business operations, administration or management
support, technical writing or documentation support, training, Earned Value
Management support, or general technical expertise in support of customers
activities. The support specialist staff can supplement an existing organization
or, in concert with other functional areas, can provide complete project
fulfillment. Entry level Support Specialists work under the direction of other
personnel to produce specific work products or to work as part of a team
$70.68
Minimum Education: High School Diploma + 3 years of experience
Labor Category: Project Support Specialist Level 3
132-51
Iron Bow
Technologies,
LLC
PSS3
Functional Responsibility: The Project Specialist provides a wide range of
general IT based services which support the functional requirements of a project
or customer activity. These areas may include data quality analysis, quality
assurance, system or business operations, administration or management
support, technical writing or documentation support, training, Earned Value
Management support, or general technical expertise in support of customers
activities. The support specialist staff can supplement an existing organization
or, in concert with other functional areas, can provide complete project
fulfillment. Mid level Support Specialists can support significant work
responsibilities with minimal management oversight.
$81.54
Minimum Education: High School Diploma + 5 years of experience
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59
Rev 11-16-16
*Pricing effective thru 13 May 2017
SIN
Mfg
MfgPart#
Product Description
GSA w/ IFF
Labor Category: Technical Support Specialist Level 1
132-51
Iron Bow
Technologies,
LLC
TSS1
Functional Responsibility: The Technical Support Specialist provides a wide
range of IT skills and services to support the functional requirements of a
project or customer activity. These skills and services may include onsite
support, programming, database administration, system or network
administration or configuration management, technical writing or
documentation support, training, or other general technical expertise in support
of customer's activities. The technical support specialist can supplement an
existing organization or, in concert with other functional areas, can provide
complete project fulfillment. Entry level Technical Support Specialists generally
provide support for one specific job function or technology and take direction
from more senior personnel.
$99.63
Minimum Education: Bachelors Degree
Labor Category: Technical Support Specialist Level 2
132-51
Iron Bow
Technologies,
LLC
TSS2
Functional Responsibility: The Technical Support Specialist provides a wide
range of IT skills and services to support the functional requirements of a
project or customer activity. These skills and services may include onsite
support, programming, database administration, system or network
administration or configuration management, technical writing or
documentation support, training, or other general technical expertise in support
of customer's activities. The technical support specialist can supplement an
existing organization or, in concert with other functional areas, can provide
complete project fulfillment. Mid level Support Specialists can support
significant work responsibilities with minimal management oversight.
$123.09
Minimum Education: Bachelors Degree + 2 years of experience
Iron Bow Technologies, LLC
60
Rev 11-16-16
*Pricing effective thru 13 May 2017
SIN
Mfg
MfgPart#
Product Description
GSA w/ IFF
Labor Category: Technical Support Specialist Level 3
132-51
Iron Bow
Technologies,
LLC
TSS3
Functional Responsibility: The Technical Support Specialist provides a wide
range of IT skills and services to support the functional requirements of a
project or customer activity. These skills and services may include onsite
support, programming, database administration, system or network
administration or configuration management, technical writing or
documentation support, training, or other general technical expertise in support
of customer's activities. The technical support specialist can supplement an
existing organization or, in concert with other functional areas, can provide
complete project fulfillment. Mid level Support Specialists can support
significant work responsibilities with minimal management oversight.
$146.53
Minimum Education: Bachelors Degree + 5 years of experience
Labor Category: Project Manager Level 1
132-51
Iron Bow
Technologies,
LLC
PJM1
Functional Responsibility: The Project Manager is responsible for managing and
completing complex projects. Project Managers are responsible for managing all
project staff and insuring that the staff completes all of their assigned tasks on
time and correctly. The Project Manager is also responsible for maintaining
appropriate communications with customer personnel and insuring that
customer is completely satisfied with all aspects of the project. The Project
manager also manages the test and acceptance process through final customer
acceptance. The entry level Project Manager is responsible for managing
smaller projects with fewer personnel and less risk.
$146.53
Minimum Education: Bachelors Degree + 5 years of experience
Iron Bow Technologies, LLC
61
Rev 11-16-16
*Pricing effective thru 13 May 2017
SIN
Mfg
MfgPart#
Product Description
GSA w/ IFF
Labor Category: Project Manager Level 2
132-51
Iron Bow
Technologies,
LLC
PJM2
Functional Responsibility: The Project Manager is responsible for managing and
completing complex projects. Project Managers are responsible for managing all
project staff and insuring that the staff completes all of their assigned tasks on
time and correctly. The Project Manager is also responsible for maintaining
appropriate communications with customer personnel and insuring that
customer is completely satisfied with all aspects of the project. The Project
manager also manages the test and acceptance process through final customer
acceptance. The entry level Project Manager is responsible for managing
smaller projects with fewer personnel and less risk.
$164.79
Minimum Education: Bachelors Degree + 7 years of experience
Labor Category: Project Manager Level 3
132-51
Iron Bow
Technologies,
LLC
PJM3
Functional Responsibility: The Project Manager is responsible for managing and
completing complex projects. Project Managers are responsible for managing all
project staff and insuring that the staff completes all of their assigned tasks on
time and correctly. The Project Manager is also responsible for maintaining
appropriate communications with customer personnel and insuring that
customer is completely satisfied with all aspects of the project. The Project
manager also manages the test and acceptance process through final customer
acceptance. The mid level Project Manager is responsible for managing complex
projects with more personnel and a higher level of risk.
$182.58
Minimum Education: Bachelors Degree + 10 years of experience
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Rev 11-16-16
*Pricing effective thru 13 May 2017
SIN
Mfg
MfgPart#
Product Description
GSA w/ IFF
Labor Category: Project Manager Level 4
132-51
Iron Bow
Technologies,
LLC
PJM4
Functional Responsibility: The Project Manager is responsible for managing and
completing complex projects. Project Managers are responsible for managing all
project staff and insuring that the staff completes all of their assigned tasks on
time and correctly. The Project Manager is also responsible for maintaining
appropriate communications with customer personnel and insuring that
customer is completely satisfied with all aspects of the project. The Project
manager also manages the test and acceptance process through final customer
acceptance. The senior level Project Manager manages large complex projects
with multiple technologies and/or multiple engineers. In addition, the senior
level Project Manager may provide some direction and oversight of customer
personnel who have responsibility for some elements of the overall project plan.
$205.13
Minimum Education: Bachelors Degree + 12 years of experience
Labor Category: Project Manager Level 5
132-51
Iron Bow
Technologies,
LLC
PJM5
Functional Responsibility: The Project Manager is responsible for managing and
completing complex projects. Project Managers are responsible for managing all
project staff and insuring that the staff completes all of their assigned tasks on
time and correctly. The Project Manager is also responsible for maintaining
appropriate communications with customer personnel and insuring that
customer is completely satisfied with all aspects of the project. The Project
manager also manages the test and acceptance process through final customer
acceptance. The senior level Project Manager manages large complex projects
with multiple technologies and/or multiple engineers. In addition, the senior
level Project Manager may provide some direction and oversight of customer
personnel who have responsibility for some elements of the overall project plan.
$228.58
Minimum Education: Bachelors Degree + 16 years of experience
Iron Bow Technologies, LLC
63
Rev 11-16-16
*Pricing effective thru 13 May 2017
SIN
Mfg
MfgPart#
Product Description
GSA w/ IFF
Labor Category: Project Leader Level 1
132-51
Iron Bow
Technologies,
LLC
PJL1
Functional Responsibility: The Level 1 Project Leader assists in planning and
coordinating systems, process analysis, design, and implementation of projects.
Such projects may involve the development of new systems or processes or the
substantial modification of existing systems or processes. The Project Leader is
responsible for coordinating other resources working on the project and
providing leadership, direction, and oversight. The Project Leader provides the
technical direction of project teams, but does not provide personnel
management or administration. The Level 1 Project Leader is responsible for
directing smaller projects with fewer personnel and less risk.
$83.78
Minimum Education: High School Diploma + 2 years of experience
Labor Category: Project Leader Level 2
132-51
Iron Bow
Technologies,
LLC
PJL2
Functional Responsibility: The Level 2 Project Leader assists in planning and
coordinating systems, process analysis, design, and implementation of projects.
Such projects may involve the development of new systems or processes or the
substantial modification of existing systems or processes. The Project Leader is
responsible for coordinating other resources working on the project and
providing leadership, direction, and oversight. The Project Leader provides the
technical direction of project teams, but does not provide personnel
management or administration. The Level 2 Project Leader is responsible for
directing smaller projects with fewer personnel and less risk.
$93.82
Minimum Education: High School Diploma + 3 years of experience
Iron Bow Technologies, LLC
64
Rev 11-16-16
*Pricing effective thru 13 May 2017
SIN
Mfg
MfgPart#
Product Description
GSA w/ IFF
Labor Category: Project Leader Level 3
132-51
Iron Bow
Technologies,
LLC
PJL3
Functional Responsibility: The Level 3 Project Leader assists in planning and
coordinating systems, process analysis, design, and implementation of projects.
Such projects may involve the development of new systems or processes or the
substantial modification of existing systems or processes. The Project Leader is
responsible for coordinating other resources working on the project and
providing leadership, direction, and oversight. The Project Leader provides the
technical direction of project teams, but does not provide personnel
management or administration. The Level 3 Project Leader is responsible for
managing larger projects with more personnel and a higher level of risk.
$105.09
Minimum Education: High School Diploma + 5 years of experience
Labor Category: Project Leader Level 4
132-51
Iron Bow
Technologies,
LLC
PJL4
Functional Responsibility: The Level 4 Project Leader assists in planning and
coordinating systems, process analysis, design, and implementation of projects.
Such projects may involve the development of new systems or processes or the
substantial modification of existing systems or processes. The Project Leader is
responsible for coordinating other resources working on the project and
providing leadership, direction, and oversight. The Project Leader provides the
technical direction of project teams, but does not provide personnel
management or administration. The Level 4 Project Leader is responsible for
managing larger projects with more personnel and a higher level of risk. In
addition, the Level 4 Project Leader may provide some direction and oversight of
customer or third party personnel who have responsibility for some elements of
the overall project plan.
$117.69
Minimum Education: Bachelors Degree
Iron Bow Technologies, LLC
65
Rev 11-16-16
*Pricing effective thru 13 May 2017
SIN
Mfg
MfgPart#
Product Description
GSA w/ IFF
Labor Category: Project Leader Level 5
132-51
Iron Bow
Technologies,
LLC
PJL5
Functional Responsibility: The Level 5 Project Leader assists in planning and
coordinating systems, process analysis, design, and implementation of projects.
Such projects may involve the development of new systems or processes or the
substantial modification of existing systems or processes. The Project Leader is
responsible for coordinating other resources working on the project and
providing leadership, direction, and oversight. The Project Leader provides the
technical direction of project teams, but does not provide personnel
management or administration. The Level 5 Project Leader is responsible for
managing the most complex projects with more personnel and the highest level
of risk. In addition, the Level 5 Project Leader may provide some direction and
oversight of customer or third party personnel who have responsibility for some
elements of the overall project plan.
$131.81
Minimum Education: Bachelors Degree + 2 years of experience
Labor Category: Task Support Generalist Level 1
132-51
Iron Bow
Technologies,
LLC
TSG1
Functional Responsibility: The Level 1 Task Support Generalist (TSG) provides
skilled labor for a wide range of activities in support of a diverse array of projects
or programs. The TSG works under the direction of senior personnel and
generally provides skilled, but cost-effective labor for lower level tasks. The Level
1 TSG works on simple tasks independently or works as part of a team on larger
more complex projects under the direction of a Project Manager or Project
Leader.
$18.89
Minimum Education: Zero years of experience
Iron Bow Technologies, LLC
66
Rev 11-16-16
*Pricing effective thru 13 May 2017
SIN
Mfg
MfgPart#
Product Description
GSA w/ IFF
Labor Category: Task Support Generalist Level 2
132-51
Iron Bow
Technologies,
LLC
TSG2
Functional Responsibility: The Level 2 Task Support Generalist (TSG) provides
skilled labor for a wide range of activities in support of a diverse array of projects
or programs. The TSG works under the direction of senior personnel and
generally provides skilled, but cost-effective labor for lower level tasks. The Level
2 TSG works on simple tasks independently or works as part of a team on larger
more complex projects under the direction of a Project Manager or Project
Leader.
$23.61
Minimum Education: 2 years of experience
Labor Category: Task Support Generalist Level 3
132-51
Iron Bow
Technologies,
LLC
TSG3
Functional Responsibility: The Level 3 Task Support Generalist (TSG) provides
skilled labor for a wide range of activities in support of a diverse array of projects
or programs. The TSG works under the direction of senior personnel and
generally provides skilled, but cost-effective labor for lower level tasks. The Level
3 TSG can work independently on complex support tasks and can also provide
support and assistance to Level 1 and 2 TSG personnel in a team project.
$29.50
Minimum Education: 5 years of experience
Iron Bow Technologies, LLC
67
Rev 11-16-16
*Pricing effective thru 13 May 2017
SIN
Mfg
MfgPart#
Product Description
GSA w/ IFF
Labor Category: Task Support Generalist Level 4
132-51
Iron Bow
Technologies,
LLC
TSG4
Functional Responsibility: The Level 4 Task Support Generalist (TSG) provides
skilled labor for a wide range of activities in support of a diverse array of projects
or programs. The TSG works under the direction of senior personnel and
generally provides skilled, but cost-effective labor for lower level tasks. The Level
4 can work independently on complex support tasks and can also provide
support and assistance to Level 1 and 2 TSG personnel in a team project.
$36.88
Minimum Education: 7 years of experience
Labor Category: Task Support Generalist Level 5
132-51
Iron Bow
Technologies,
LLC
TSG5
Functional Responsibility: The Level 5 Task Support Generalist (TSG) provides
skilled labor for a wide range of activities in support of a diverse array of projects
or programs. The TSG works under the direction of senior personnel and
generally provides skilled, but cost-effective labor for lower level tasks. The Level
5 TSG is assigned to more complex support tasks or performs as a team lead
directing and coordinating the work of all team members to complete projects
successfully.
$46.12
Minimum Education: High School Diploma
Iron Bow Technologies, LLC
68
Rev 11-16-16
*Pricing effective thru 13 May 2017
SIN
Mfg
MfgPart#
Product Description
GSA w/ IFF
Labor Category: Task Support Generalist Level 6
132-51
Iron Bow
Technologies,
LLC
TSG6
Functional Responsibility: The Level 6 Task Support Generalist (TSG) provides
skilled labor for a wide range of activities in support of a diverse array of projects
or programs. The TSG works under the direction of senior personnel and
generally provides skilled, but cost-effective labor for lower level tasks. Level 6
TSG is assigned to the most complex support tasks or performs as a team lead
directing and coordinating the work of all team members to complete projects
successfully.
$57.63
Minimum Education: High School Diploma + 2 years of experience
*Equivalencies - Please refer to the attached Equivalency Substitution Tables for experience and certification equivalents.
Iron Bow Technologies, LLC
69
Rev 11-16-16
No
ENG1
ENG2
ENG3
ENG4
ENG5
PJL1
PJL2
PJL3
PJL4
PJL5
PJM1
PJM2
PJM3
PJM4
PJM5
PSS1
PSS2
PSS3
SME1
SME2
TEC1
TEC2
TEC3
TEC4
TSG1
TSG2
TSG3
TSG4
TSG5
TSG6
TSS1
TSS2
TSS3
Rates are inclusive of Industrial Funding
Fee (IFF).
Labor Category
Engineer Level 1
Engineer Level 2
Engineer Level 3
Engineer Level 4
Engineer Level 5
Project Leader Level 1
Project Leader Level 2
Project Leader Level 3
Project Leader Level 4
Project Leader Level 5
Project Manager Level 1
Project Manager Level 2
Project Manager Level 3
Project Manager Level 4
Project Manager Level 5
Project Support Specialist 1
Project Support Specialist 2
Project Support Specialist 3
Subject Matter Expert level 1
Subject Matter Expert level 2
Technician Level 1
Technician Level 2
Technician Level 3
Technician Level 4
Task Support Generalist Level 1
Task Support Generalist Level 2
Task Support Generalist Level 3
Task Support Generalist Level 4
Task Support Generalist Level 5
Task Support Generalist Level 6
Technical Support Specialist Level 1
Technical Support Specialist Level 2
Technical Support Specialist Level 3
05/14/2014 05/13/2015
Year 1
$124.42
$154.93
$197.94
$247.44
$275.49
$80.84
$90.53
$101.40
$113.57
$127.19
$141.39
$159.02
$176.18
$197.94
$220.57
$55.21
$68.20
$78.68
$317.28
$373.27
$67.21
$73.57
$88.05
$105.27
$18.23
$22.78
$28.47
$35.59
$44.50
$55.61
$96.14
$118.77
$141.39
05/14/2015 05/13/2016
Year 2
$126.66
$157.72
$201.50
$251.89
$280.45
$82.30
$92.16
$103.23
$115.61
$129.48
$143.94
$161.88
$179.35
$201.50
$224.54
$56.20
$69.43
$80.10
$322.99
$379.99
$68.42
$74.89
$89.63
$107.16
$18.56
$23.19
$28.98
$36.23
$45.30
$56.61
$97.87
$120.91
$143.94
05/14/2016 05/13/2017
Year 3
$128.94
$160.56
$205.13
$256.42
$285.50
$83.78
$93.82
$105.09
$117.69
$131.81
$146.53
$164.79
$182.58
$205.13
$228.58
$57.21
$70.68
$81.54
$328.80
$386.83
$69.65
$76.24
$91.24
$109.09
$18.89
$23.61
$29.50
$36.88
$46.12
$57.63
$99.63
$123.09
$146.53
05/14/2017 05/13/2018
Year 4
$131.26
$163.45
$208.82
$261.04
$290.64
$85.29
$95.51
$106.98
$119.81
$134.18
$149.17
$167.76
$185.87
$208.82
$232.69
$58.24
$71.95
$83.01
$334.72
$393.79
$70.90
$77.61
$92.88
$111.05
$19.23
$24.03
$30.03
$37.54
$46.95
$58.67
$101.42
$125.31
$149.17
Equivalency Substitution Table
Iron Bow Technologies, LLC
70
Rev 11-16-16
05/14/2018 05/13/2019
Year 5
$133.62
$166.39
$212.58
$265.74
$295.87
$86.83
$97.23
$108.91
$121.97
$136.60
$151.86
$170.78
$189.22
$212.58
$236.88
$59.29
$73.25
$84.50
$340.74
$400.88
$72.18
$79.01
$94.55
$113.05
$19.58
$24.46
$30.57
$38.22
$47.80
$59.73
$103.25
$127.57
$151.86
Years of Experience For Education
SIN
132-51
132-51
132-51
SLIN
ENG1
ENG2
ENG3
Title
Engineer Level 1
Engineer Level 2
Engineer Level 3
Iron Bow Technologies, LLC
Education and
Experience*
Functional Responsibility Description
BS+2
The Engineer performs configuration, implementation and troubleshooting of
network and systems. Engineers participate in the full life system life cycle including
analysis, planning, implementation, testing, documentation, and operations.
Engineers also participate in activities such as ongoing maintenance of networks and
systems. monitoring service level metrics and commitments, developing standards,
policies, and operational processes. The entry level engineer works on simple tasks
independently or works as part of a team on larger more complex projects under the
direction of a Project Manager or a senior level Engineer.
BS+5
The Engineer performs configuration, implementation and troubleshooting of
network and systems. Engineers participate in the full life system life cycle including
analysis, planning, implementation, testing, documentation, and operations.
Engineers also participate in activities such as ongoing maintenance of networks and
systems. monitoring service level metrics and commitments, developing standards,
policies, and operational processes. The entry level engineer works on simple tasks
independently or works as part of a team on larger more complex projects under the
direction of a Project Manager or a senior level Engineer.
BS+7
The Engineer performs configuration, implementation and troubleshooting of
network and systems. Engineers participate in the full life system life cycle including
analysis, planning, implementation, testing, documentation, and operations.
Engineers also participate in activities such as ongoing maintenance of networks and
systems. monitoring service level metrics and commitments, developing standards,
policies, and operational processes. The mid level Engineer can work independently
to perform complex task and also provide support and assistance to entry level
engineers in a team project.
71
Rev 11-16-16
SIN
132-51
132-51
132-51
SLIN
ENG4
ENG5
PJL1
Title
Engineer Level 4
Engineer Level 5
Project Leader Level 1
Iron Bow Technologies, LLC
Education and
Experience*
Functional Responsibility Description
BS+10
The Engineer performs configuration, implementation and troubleshooting of
network and systems. Engineers participate in the full life system life cycle including
analysis, planning, implementation, testing, documentation, and operations.
Engineers also participate in activities such as ongoing maintenance of networks and
systems. monitoring service level metrics and commitments, developing standards,
policies, and operational processes. The mid level Engineer can work independently
to perform complex task and also provide support and assistance to entry level
engineers in a team project.
BS+12
The Engineer performs configuration, implementation and troubleshooting of
network and systems. Engineers participate in the full life system life cycle including
analysis, planning, implementation, testing, documentation, and operations.
Engineers also participate in activities such as ongoing maintenance of networks and
systems. monitoring service level metrics and commitments, developing standards,
policies, and operational processes. The senior level engineer is assigned to the most
complex independent technical tasks or performs as a team lead directing and
coordinating the technical work of all team members to complete projects
successfully.
HS+2
The Level 1 Project Leader assists in planning and coordinating systems, process
analysis, design, and implementation of projects. Such projects may involve the
development of new systems or processes or the substantial modification of existing
systems or processes. The Project Leader is responsible for coordinating other
resources working on the project and providing leadership, direction, and oversight.
The Project Leader provides the technical direction of project teams, but does not
provide personnel management or administration. The Level 1 Project Leader is
responsible for directing smaller projects with fewer personnel and less risk.
72
Rev 11-16-16
SIN
132-51
132-51
132-51
SLIN
PJL2
PJL3
PJL4
Title
Project Leader Level 2
Project Leader Level 3
Project Leader Level 4
Iron Bow Technologies, LLC
Education and
Experience*
Functional Responsibility Description
HS+3
The Level 2 Project Leader assists in planning and coordinating systems, process
analysis, design, and implementation of projects. Such projects may involve the
development of new systems or processes or the substantial modification of existing
systems or processes. The Project Leader is responsible for coordinating other
resources working on the project and providing leadership, direction, and oversight.
The Project Leader provides the technical direction of project teams, but does not
provide personnel management or administration. The Level 2 Project Leader is
responsible for directing smaller projects with fewer personnel and less risk.
HS+5
The Level 3 Project Leader assists in planning and coordinating systems, process
analysis, design, and implementation of projects. Such projects may involve the
development of new systems or processes or the substantial modification of existing
systems or processes. The Project Leader is responsible for coordinating other
resources working on the project and providing leadership, direction, and oversight.
The Project Leader provides the technical direction of project teams, but does not
provide personnel management or administration. The Level 3 Project Leader is
responsible for managing larger projects with more personnel and a higher level of
risk.
BS
The Level 4 Project Leader assists in planning and coordinating systems, process
analysis, design, and implementation of projects. Such projects may involve the
development of new systems or processes or the substantial modification of existing
systems or processes. The Project Leader is responsible for coordinating other
resources working on the project and providing leadership, direction, and oversight.
The Project Leader provides the technical direction of project teams, but does not
provide personnel management or administration. The Level 4 Project Leader is
responsible for managing larger projects with more personnel and a higher level of
risk. In addition, the Level 4 Project Leader may provide some direction and oversight
of customer or third party personnel who have responsibility for some elements of
the overall project plan.
73
Rev 11-16-16
SIN
132-51
132-51
132-51
SLIN
PJL5
PJM1
PJM2
Title
Project Leader Level 5
Project Manager Level 1
Project Manager Level 2
Iron Bow Technologies, LLC
Education and
Experience*
Functional Responsibility Description
BS+2
The Level 5 Project Leader assists in planning and coordinating systems, process
analysis, design, and implementation of projects. Such projects may involve the
development of new systems or processes or the substantial modification of existing
systems or processes. The Project Leader is responsible for coordinating other
resources working on the project and providing leadership, direction, and oversight.
The Project Leader provides the technical direction of project teams, but does not
provide personnel management or administration. The Level 5 Project Leader is
responsible for managing the most complex projects with more personnel and the
highest level of risk. In addition, the Level 5 Project Leader may provide some
direction and oversight of customer or third party personnel who have responsibility
for some elements of the overall project plan.
BS+5
The Project Manager is responsible for managing and completing complex projects.
Project Managers are responsible for managing all project staff and insuring that the
staff completes all of their assigned tasks on time and correctly. The Project Manager
is also responsible for maintaining appropriate communications with customer
personnel and insuring that customer is completely satisfied with all aspects of the
project. The Project manager also manages the test and acceptance process through
final customer acceptance. The entry level Project Manager is responsible for
managing smaller projects with fewer personnel and less risk.
BS+7
The Project Manager is responsible for managing and completing complex projects.
Project Managers are responsible for managing all project staff and insuring that the
staff completes all of their assigned tasks on time and correctly. The Project Manager
is also responsible for maintaining appropriate communications with customer
personnel and insuring that customer is completely satisfied with all aspects of the
project. The Project manager also manages the test and acceptance process through
final customer acceptance. The entry level Project Manager is responsible for
managing smaller projects with fewer personnel and less risk.
74
Rev 11-16-16
SIN
132-51
132-51
132-51
SLIN
PJM3
PJM4
PJM5
Title
Project Manager Level 3
Project Manager Level 4
Project Manager Level 5
Iron Bow Technologies, LLC
Education and
Experience*
Functional Responsibility Description
BS+10
The Project Manager is responsible for managing and completing complex projects.
Project Managers are responsible for managing all project staff and insuring that the
staff completes all of their assigned tasks on time and correctly. The Project Manager
is also responsible for maintaining appropriate communications with customer
personnel and insuring that customer is completely satisfied with all aspects of the
project. The Project manager also manages the test and acceptance process through
final customer acceptance. The mid level Project Manager is responsible for
managing complex projects with more personnel and a higher level of risk.
BS+12
The Project Manager is responsible for managing and completing complex projects.
Project Managers are responsible for managing all project staff and insuring that the
staff completes all of their assigned tasks on time and correctly. The Project Manager
is also responsible for maintaining appropriate communications with customer
personnel and insuring that customer is completely satisfied with all aspects of the
project. The Project manager also manages the test and acceptance process through
final customer acceptance. The senior level Project Manager manages large complex
projects with multiple technologies and/or multiple engineers. In addition, the senior
level Project Manager may provide some direction and oversight of customer
personnel who have responsibility for some elements of the overall project plan.
BS+16
The Project Manager is responsible for managing and completing complex projects.
Project Managers are responsible for managing all project staff and insuring that the
staff completes all of their assigned tasks on time and correctly. The Project Manager
is also responsible for maintaining appropriate communications with customer
personnel and insuring that customer is completely satisfied with all aspects of the
project. The Project manager also manages the test and acceptance process through
final customer acceptance. The senior level Project Manager manages large complex
projects with multiple technologies and/or multiple engineers. In addition, the senior
level Project Manager may provide some direction and oversight of customer
personnel who have responsibility for some elements of the overall project plan.
75
Rev 11-16-16
SIN
132-51
132-51
132-51
SLIN
PSS1
PSS2
PSS3
Title
Project Support Specialist 1
Project Support Specialist 2
Project Support Specialist 3
Iron Bow Technologies, LLC
Education and
Experience*
Functional Responsibility Description
HS+2
The Project Specialist provides a wide range of general IT based services which
support the functional requirements of a project or customer activity. These areas
may include data quality analysis, quality assurance, system or business operations,
administration or management support, technical writing or documentation support,
training, Earned Value Management support, or general technical expertise in
support of customers activities. The support specialist staff can supplement an
existing organization or, in concert with other functional areas, can provide complete
project fulfillment. Entry level Support Specialists work under the direction of other
personnel to produce specific work products or to work as part of a team
HS+3
The Project Specialist provides a wide range of general IT based services which
support the functional requirements of a project or customer activity. These areas
may include data quality analysis, quality assurance, system or business operations,
administration or management support, technical writing or documentation support,
training, Earned Value Management support, or general technical expertise in
support of customers activities. The support specialist staff can supplement an
existing organization or, in concert with other functional areas, can provide complete
project fulfillment. Entry level Support Specialists work under the direction of other
personnel to produce specific work products or to work as part of a team
HS+5
The Project Specialist provides a wide range of general IT based services which
support the functional requirements of a project or customer activity. These areas
may include data quality analysis, quality assurance, system or business operations,
administration or management support, technical writing or documentation support,
training, Earned Value Management support, or general technical expertise in
support of customers activities. The support specialist staff can supplement an
existing organization or, in concert with other functional areas, can provide complete
project fulfillment. Mid level Support Specialists can support significant work
responsibilities with minimal management oversight.
76
Rev 11-16-16
SIN
SLIN
Title
Education and
Experience*
132-51
SME1
Subject Matter Expert level 1
BS+16
132-51
SME2
Subject Matter Expert level 2
BS+20
132-51
TEC1
Technician Level 1
Iron Bow Technologies, LLC
HS+2
Functional Responsibility Description
The Subject Matter Expert provides expertise in a specific area of technology such as
networking, data protection, data security. In this capacity, the subject matter expert
provides specialized analysis, planning, design, modeling, and implementation
support. The subject matter expert will employ integrated methodologies
appropriate to each task to ensure that the customer's business requirements are
met or exceeded. The subject matter expert can supplement an existing organization
or provide complete project fulfillment in concert with other functional areas. The
mid level Subject Matter Expert possesses significant technical support in the stated
area of technology. In addition to supporting customer requirements directly, the
mid level Subject Matter Expert is capable of providing direction to a team project.
The Subject Matter Expert provides expertise in a specific area of technology such as
networking, data protection, data security. In this capacity, the subject matter expert
provides specialized analysis, planning, design, modeling, and implementation
support. The subject matter expert will employ integrated methodologies
appropriate to each task to ensure that the customer's business requirements are
met or exceeded. The subject matter expert can supplement an existing organization
or provide complete project fulfillment in concert with other functional areas. The
senior level Subject Matter Expert is a recognized expert in a given area of
technology. In addition to providing significant technology support, the senior level
Subject Matter Expert is capable of directing teams engaged in large scale, complex
projects
The Technician provides a range of technical services to support the installation and
implementation of networks and computer systems. Duties may range from basic
tasks such as unpacking and setting up equipment and removing packing materials,
to installing cabling and rack mounted equipment, to basic configuration and testing.
The entry level Technician works on simple projects independently or is assigned to
larger more complex projects and works under the direction of more senior
personnel.
77
Rev 11-16-16
SIN
132-51
132-51
132-51
SLIN
TEC2
TEC3
TEC4
Title
Technician Level 2
Technician Level 3
Technician Level 4
Iron Bow Technologies, LLC
Education and
Experience*
Functional Responsibility Description
HS+3
The Technician provides a range of technical services to support the installation and
implementation of networks and computer systems. Duties may range from basic
tasks such as unpacking and setting up equipment and removing packing materials,
to installing cabling and rack mounted equipment, to basic configuration and testing.
The entry level Technician works on simple projects independently or is assigned to
larger more complex projects and works under the direction of more senior
personnel.
HS+5
The Technician provides a range of technical services to support the installation and
implementation of networks and computer systems. Duties may range from basic
tasks such as unpacking and setting up equipment and removing packing materials,
to installing cabling and rack mounted equipment, to basic configuration and testing.
The senior level Technician works on larger and more complex projects
independently or provides direction on large projects to less senior personnel.
BS
The Technician provides a range of technical services to support the installation and
implementation of networks and computer systems. Duties may range from basic
tasks such as unpacking and setting up equipment and removing packing materials,
to installing cabling and rack mounted equipment, to basic configuration and testing.
The senior level Technician works on larger and more complex projects
independently or provides direction on large projects to less senior personnel.
78
Rev 11-16-16
SIN
132-51
132-51
132-51
SLIN
TSG1
TSG2
TSG3
Title
Task Support Generalist Level 1
Task Support Generalist Level 2
Task Support Generalist Level 3
Iron Bow Technologies, LLC
Education and
Experience*
Functional Responsibility Description
0
The Level 1 Task Support Generalist (TSG) provides skilled labor for a wide range of
activities in support of a diverse array of projects or programs. The TSG works under
the direction of senior personnel and generally provides skilled, but cost-effective
labor for lower level tasks. The Level 1 TSG works on simple tasks independently or
works as part of a team on larger more complex projects under the direction of a
Project Manager or Project Leader.
2
The Level 2 Task Support Generalist (TSG) provides skilled labor for a wide range of
activities in support of a diverse array of projects or programs. The TSG works under
the direction of senior personnel and generally provides skilled, but cost-effective
labor for lower level tasks. The Level 2 TSG works on simple tasks independently or
works as part of a team on larger more complex projects under the direction of a
Project Manager or Project Leader.
5
The Level 3 Task Support Generalist (TSG) provides skilled labor for a wide range of
activities in support of a diverse array of projects or programs. The TSG works under
the direction of senior personnel and generally provides skilled, but cost-effective
labor for lower level tasks. The Level 3 TSG can work independently on complex
support tasks and can also provide support and assistance to Level 1 and 2 TSG
personnel in a team project.
79
Rev 11-16-16
SIN
132-51
132-51
132-51
SLIN
TSG4
TSG5
TSG6
Title
Task Support Generalist Level 4
Task Support Generalist Level 5
Task Support Generalist Level 6
Iron Bow Technologies, LLC
Education and
Experience*
Functional Responsibility Description
7
The Level 4 Task Support Generalist (TSG) provides skilled labor for a wide range of
activities in support of a diverse array of projects or programs. The TSG works under
the direction of senior personnel and generally provides skilled, but cost-effective
labor for lower level tasks. The Level 4 can work independently on complex support
tasks and can also provide support and assistance to Level 1 and 2 TSG personnel in a
team project.
HS
The Level 5 Task Support Generalist (TSG) provides skilled labor for a wide range of
activities in support of a diverse array of projects or programs. The TSG works under
the direction of senior personnel and generally provides skilled, but cost-effective
labor for lower level tasks. The Level 5 TSG is assigned to more complex support tasks
or performs as a team lead directing and coordinating the work of all team members
to complete projects successfully.
HS+2
The Level 6 Task Support Generalist (TSG) provides skilled labor for a wide range of
activities in support of a diverse array of projects or programs. The TSG works under
the direction of senior personnel and generally provides skilled, but cost-effective
labor for lower level tasks. Level 6 TSG is assigned to the most complex support tasks
or performs as a team lead directing and coordinating the work of all team members
to complete projects successfully.
80
Rev 11-16-16
SIN
132-51
132-51
132-51
SLIN
TSS1
TSS2
TSS3
Title
Technical Support Specialist Level
1
Technical Support Specialist Level
2
Technical Support Specialist Level
3
Iron Bow Technologies, LLC
Education and
Experience*
Functional Responsibility Description
BS+0
The Technical Support Specialist provides a wide range of IT skills and services to
support the functional requirements of a project or customer activity. These skills
and services may include onsite support, programming, database administration,
system or network administration or configuration management, technical writing or
documentation support, training, or other general technical expertise in support of
customer's activities. The technical support specialist can supplement an existing
organization or, in concert with other functional areas, can provide complete project
fulfillment. Entry level Technical Support Specialists generally provide support for
one specific job function or technology and take direction from more senior
personnel.
BS+2
The Technical Support Specialist provides a wide range of IT skills and services to
support the functional requirements of a project or customer activity. These skills
and services may include onsite support, programming, database administration,
system or network administration or configuration management, technical writing or
documentation support, training, or other general technical expertise in support of
customer's activities. The technical support specialist can supplement an existing
organization or, in concert with other functional areas, can provide complete project
fulfillment. Mid level Support Specialists can support significant work responsibilities
with minimal management oversight.
BS+5
The Technical Support Specialist provides a wide range of IT skills and services to
support the functional requirements of a project or customer activity. These skills
and services may include onsite support, programming, database administration,
system or network administration or configuration management, technical writing or
documentation support, training, or other general technical expertise in support of
customer's activities. The technical support specialist can supplement an existing
organization or, in concert with other functional areas, can provide complete project
fulfillment. Mid level Support Specialists can support significant work responsibilities
with minimal management oversight.
81
Rev 11-16-16
Associate
GSA Certification Equivalency Substitution Table
Professional
Expert
Cisco
Cisco Certified Network Associate
(CCNA), Cisco Certified Design
Associate (CCDA)
Cisco Certified Design Professional (CCDP),
Cisco Certified Network Professional
(CCNP)
Cisco Certified Design Expert (CCDE), The
Cisco Certified Internetwork Expert
(CCIE), Cisco Certified Architect (CCAr)
EMC
EMC Information Storage Associate
(EMCISA), EMC Data Science Associate
(EMCDSA), EMC Backup Recovery
Associate (EMCBRA)
EMC Technology Architect (EMCTA), EMC
Implementation Engineer (EMCIE)
EMC Implementation Engineer - Expert
(EMCIE-Expert)
Juniper
Juniper Networks Certified Internet
Specialist (JNCIS)
Juniper Networks Certified Internet
Professional (JNCIP)
Juniper Networks Certified Internet
Expert (JNCIE)
RSA
RSA Archer Certified Administrator,
RSA Authentication Manager Certified
Administrator, RSA SecurID Certified
Administrator
N/A
N/A
HP
HP Accredited Technical Associate
(ATA)
HP Accredited Technical Professional (ATP)
HP Accredited Solutions Expert (ASE), HP
Master Accredited Solutions Expert
(Master ASE)
McAfee
Certified McAfee Security Specialist
(CMSS)
Certified McAfee Security Professional
(CMSP)
N/A
NetApp
N/A
NetApp Certified Data Management
Administrator (NCDA)
NetApp Certified Implementation
Engineer (NCIE)
Iron Bow Technologies, LLC
82
Rev 11-16-16
Associate
Professional
Expert
Vmware
VMware Certified Associate (VCA)
VMware Certified Professional (VCP)
VMware Certified Advanced Professional
(VCAP), VMware Certified Design Expert
(VCDX)
Citrix
Citrix Certified Associate (CCA), Citrix
Certified Advanced Administrators
(CCAA)
Citrix Certified Professional (CCP)
Citrix Certified Expert (CCE)
Microsoft Certified Solutions Expert
(MCSE), Microsoft Office Specialist Expert
(MOS Expert), Microsoft Certified
Information Technology Professional
(MCITP), Microsoft Certified Solutions
Developer (MCSD)
Microsoft Certified Solutions Master
(MCSM), Microsoft Office Specialist
Master (MOS Master)
Microsoft Technology Associate (MTA),
Microsoft Certified Solutions Associate
Microsoft
(MCSA), Microsoft Office Specialist
(MOS), Microsoft Certified Technology
Specialist (MCTS)
IBM
IBM Certified Associate
IBM Certified Professional
IBM Certified Advanced Professional
Symantec
N/A
Symantec Certified Professional
N/A
Apple
Apple Certified Associate Mac Integration 10.8, Apple Certified
Associate - Mac Management 10.8
Apple Certified Support Professional
(ACSP) 10.8, Apple Certified Technical
Coordinator (ACTC) 10.8
N/A
Polycom
N/A
Polycom Certified Videoconferencing
Engineer (PCVE)
N/A
Iron Bow Technologies, LLC
83
Rev 11-16-16
Associate
Professional
Expert
Tenable
Tenable Certified Security Engineer
(TCSE)
N/A
N/A
Palo Alto
Accredited Configuration Engineer
(ACE)
Certified Network Security Engineer
(CNSE)
N/A
SNIA
Certified Storage Engineer (SCSE)
Certified Storage Architect (SCSA)
Certified Storage Networking Expert
(SCSN-E)
PMI
N/A
Project Management Institute PMP
N/A
ITIL
ITIL Intermediate Level
ITIL Expert Level
ITIL Master Qualification
Six Sigma
Yellow Belt
Green Belt
Black Belt
Crestron
Digital Media Certified Designer
(DMC-D), Digital Media Certified
Technician (DMC-T)
Certified Crestron Programmer, (Digital
Media Certified Engineer) DMC-E
N/A
Iron Bow Technologies, LLC
84
Rev 11-16-16
Associate
Professional
Expert
AMX
N/A
AMX Certified Expert (ACE)
AMX Solutions Master (ASM)
BISCI
N/A
N/A
Registered Communications Distribution
Designer (RCDD)
Notes:
♦ Associate Level = 1 year of experience
♦ Professional Level = 3 years of experience
♦ Expert Level = 5 years experience
♦ Iron Bow Technologies reevaluates and re-categorizes certifications on a yearly
basis in order to accurately ascertain their value for our customers.
♦ Certifications may be added or substituted.
Notes:

Contractor reevaluates and re-categorizes certifications on a yearly basis in order to accurately ascertain their value for its
customers.

Certifications may be added or substituted
Iron Bow Technologies, LLC
85
Rev 11-16-16
Equivalency – Years of Experience
Requirement
Equivalency 1
Equivalency 2
Comments
Ph.D.
Masters Degree +3
years
None
Equivalency years experience substitution must be in related
experience
Masters Degree
Bachelors Degree
+2 years
None
Equivalency years experience substitution must be in related
experience
Bachelors Degree
Associates Degree
+2 years
5 years related
experience
Equivalency years experience substitution must be in related
experience
Associates Degree
High School
Diploma/GED +2
years
3 years related
experience
Equivalency years experience substitution must be in related
experience
Subject Matter
Certification
Up to a Bachelor’s
Degree
Up to 5 years
exp.
Please refer to the table below for details on Subject Matter
Certification
Up to 10 years related
experience
Ph.D. in related a
area
7-9 years related
experience
Ph.D. or Masters
Degree in a related
area
4-6 years related
experience
Ph.D., Masters or
Bachelor's Degree
Iron Bow Technologies, LLC
Masters Degree
and 2 years
related
experience
Bachelor’s
Degree and 2
years related
experience
Associates
Degree with 2
years
86
Rev 11-16-16
USA COMMITMENT TO PROMOTE
SMALL BUSINESS PARTICIPATION
PROCUREMENT PROGRAMS
PREAMBLE
Iron Bow Technologies, LLC provides commercial products and services to ordering activities. We
are committed to promoting participation of small, small disadvantaged and women-owned
small businesses in our contracts. We pledge to provide opportunities to the small business
community through reselling opportunities, mentor-protégé programs, joint ventures, teaming
arrangements, and subcontracting.
COMMITMENT
To actively seek and partner with small businesses.
To identify, qualify, mentor and develop small, small disadvantaged and women-owned small
businesses by purchasing from these businesses whenever practical.
To develop and promote company policy initiatives that demonstrate our support for awarding
contracts and subcontracts to small business concerns.
To undertake significant efforts to determine the potential of small, small disadvantaged and
women-owned small business to supply products and services to our company.
To insure procurement opportunities are designed to permit the maximum possible participation
of small, small disadvantaged, and women-owned small businesses.
To attend business opportunity workshops, minority business enterprise seminars, trade fairs,
procurement conferences, etc., to identify and increase small businesses with whom to partner.
To publicize in our marketing publications our interest in meeting small businesses that may be
interested in subcontracting opportunities.
We signify our commitment to work in partnership with small, small disadvantaged and womenowned small businesses to promote and increase their participation in ordering activity contracts.
To accelerate potential opportunities please contact:
Jodie Vaughn, 703-674-5283, [email protected]
Iron Bow Technologies, LLC
87
Rev 02-28-2017
BEST VALUE BLANKET PURCHASE AGREEMENT FEDERAL SUPPLY SCHEDULE
(Insert Customer Name)
In the spirit of the Federal Acquisition Streamlining Act (ordering activity) and (Contractor) enter
into a cooperative agreement to further reduce the administrative costs of acquiring commercial
items from the General Services Administration (GSA) Federal Supply Schedule Contract(s)
____________________.
Federal Supply Schedule contract BPAs eliminate contracting and open market costs such as:
search for sources; the development of technical documents, solicitations and the evaluation of
offers. Teaming Arrangements are permitted with Federal Supply Schedule Contractors in
accordance with Federal Acquisition Regulation (FAR) 9.6.
This BPA will further decrease costs, reduce paperwork, and save time by eliminating the need
for repetitive, individual purchases from the schedule contract. The end result is to create a
purchasing mechanism for the ordering activity that works better and costs less.
Signatures
Ordering Activity
Tenable Network Security, Inc.
Date
Contractor
88
Date
Master Software License and Services Agreement v6 08.05.15
BPA NUMBER_____________
(CUSTOMER NAME)
BLANKET PURCHASE AGREEMENT
Pursuant to GSA Federal Supply Schedule Contract Number(s)____________, Blanket Purchase
Agreements, the Contractor agrees to the following terms of a Blanket Purchase Agreement
(BPA) EXCLUSIVELY WITH (ordering activity):
(1)
The following contract items can be ordered under this BPA. All orders placed against this
BPA are subject to the terms and conditions of the contract, except as noted below:
MODEL NUMBER/PART NUMBER
(2)
*SPECIAL BPA DISCOUNT/PRICE
Delivery:
DESTINATION
DELIVERY SCHEDULES / DATES
(3)
The ordering activity estimates, but does not guarantee, that the volume of purchases
through this agreement will be _________________________.
(4)
This BPA does not obligate any funds.
(5)
This BPA expires on _________________ or at the end of the contract period, whichever
is earlier.
(6)
The following office(s) is hereby authorized to place orders under this BPA:
OFFICE
(7)
POINT OF CONTACT
Orders will be placed against this BPA via Electronic Data Interchange (EDI), FAX, or paper.
(8)
Unless otherwise agreed to, all deliveries under this BPA must be accompanied by delivery
tickets or sales slips that must contain the following information as a minimum:
(a)
Name of Contractor;
(b)
Contract Number;
(c)
BPA Number;
(d)
Model Number or National Stock Number (NSN);
Tenable Network Security, Inc.
89
Master Software License and Services Agreement v6 08.05.15
(e)
Purchase Order Number;
(f)
Date of Purchase;
(g)
Quantity, Unit Price, and Extension of Each Item (unit prices and extensions need
not be shown when incompatible with the use of automated systems; provided, that the
invoice is itemized to show the information); and
(h)
Date of Shipment.
(9)
The requirements of a proper invoice are specified in the Federal Supply Schedule
contract. Invoices will be submitted to the address specified within the purchase order
transmission issued against this BPA.
(10) The terms and conditions included in this BPA apply to all purchases made pursuant to it.
In the event of an inconsistency between the provisions of this BPA and the Contractor’s invoice,
the provisions of this BPA will take precedence.
Tenable Network Security, Inc.
90
Master Software License and Services Agreement v6 08.05.15
SUPPLEMENTAL TERMS AND CONDITIONS
Iron Bow Technologies, LLC
91
Rev 02-28-2017
TENABLE NETWORK SECURITY, INC.
MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT
This is a legal agreement (“Agreement”) between Tenable Network Security, Inc., a Delaware corporation having
offices at 7021 Columbia Gateway Drive, Suite 500, Columbia, MD 21046 (“Tenable”), and you, the party licensing
Software and/or receiving services (“You”). This Agreement covers Your permitted use of the Software, as well as
other matters. EXECUTING THIS AGREEMENT IN WRTING, YOU INDICATE YOUR ACCEPTANCE OF
THIS AGREEMENT AND YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND
CONDITIONS OF THIS AGREEMENT, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY
THEM. The Software may be provided to You by Tenable or Tenable’s designated vendor (the “Vendor”).
1.
(3) Subject to Section 8, You may install
the Licensed Product on only one (1) production
computer or machine.
Definitions.
(a) “Host” means any scanned device
that can have a unique tag pushed to it (via a
registry entry, text file, etc.), one that can have
a unique identifier (CPU ID, Instance ID,
Agent ID, IP Address, MAC Address,
NetBIOS Name, etc.) pulled from it, or is
addressable via URI or URL (i.e.,
http://www.tenable.com).
(4) If You license the Licensed Product
as a part of SecurityCenter Continuous View (i.e., not
as a standalone product listed as a separate line-item
on an invoice): (i) You may only use the Licensed
Product with SecurityCenter; and (ii) Your right to use
the Licensed Product will terminate automatically
upon termination of the SecurityCenter license.
(b) “Plug-In” means any individual
program or script used to analyze for and/or
identify specific security vulnerabilities.
(5) You may only use any high
availability version of the Licensed Product on a
temporary basis in the event of a failover. Any other
use of the high availability version of the Licensed
Product is not permitted under this Agreement.
(c) If
You
are
licensing
SecurityCenter, the following terms apply:
(1) “Purpose” means to seek and assess
information technology vulnerabilities and intrusion
detection events up to the number of Hosts for which
the Licensed Product is licensed.
(e) If You are licensing the Passive
Vulnerability Scanner, the following terms
apply:
means
(1) “Purpose” means to seek and assess
information technology vulnerabilities.
(3) Subject to Section 8, You may install
the Licensed Product on only one (1) production
computer or machine.
(2) “Licensed Product” means Passive
Vulnerability Scanner 3.x or higher and any Plug-In
owned by Tenable and received or downloaded
directly from Tenable.
(2) “Licensed
SecurityCenter 4.x or higher.
Product”
(3) Subject to Section 8, You may install
the Licensed Product only on the number of
computers for which you have paid the applicable
License Fee.
(4) For the avoidance of doubt, the
Licensed Product may be used by You to distribute
Plug-Ins (as defined below) only to Tenable Nessus
5.x or higher or Tenable Passive Vulnerability
Scanners exclusively controlled by the instance of
SecurityCenter licensed hereunder.
(4) If You license the Licensed Product
as part of SecurityCenter Continuous View (i.e., not
as a standalone product listed as a separate line-item
on an invoice): (i) You may install up to 512 copies of
the Licensed Product; (ii) You may only use the
Licensed Product with SecurityCenter; and (iii) Your
right to use the Licensed Product will terminate
automatically upon termination of the SecurityCenter
license.
(d) If You are licensing the Log
Correlation Engine, the following terms
apply:
(1) “Purpose” means to receive and
assess information technology logs and security
events.
(2) “Licensed Product”
Correlation Engine 4.x or higher.
Tenable Network Security, Inc.
means
Log
(f) If You are licensing Nessus, the
following terms apply:
1
Master Software License and Services Agreement v6 08.05.15
(1) “Purpose” means to seek and assess
information
technology
vulnerabilities
and
misconfigurations.
and internal security Purpose. Your right to
use the Software will start on the date on the
invoice produced from an accepted purchase
order (the “Order Date”), and is limited to the
term stated on Tenable’s invoice issued in
response to an accepted purchase order (the
“License Term”). Your right to install the
Software is limited to use with the computers
or machines for which the Software is
registered for use. If You are a partner to
whom a “Not For Resale” or “NFR” license
has been granted, Your right to use the NFR
Software will terminate automatically when
Your Partner Agreement is terminated. Any
rights in Software not granted in this
Agreement are expressly reserved by Tenable.
(2) “Licensed Product” means Nessus
5.x or higher and any Plug-In owned by Tenable and
received or downloaded directly from Tenable.
(3) You may install up to 512 copies of
the Licensed Product, provided that: (i) You may only
use the Licensed Product through the interface
provided by SecurityCenter 4.x or higher; and (ii) You
may only use the Licensed Product with Plug-Ins
provided by Tenable. For the avoidance of doubt, this
Agreement does not cover the license of standalone
Nessus subscriptions or Nessus Cloud subscriptions,
which are governed by the terms of a separate
agreement
(b) Definition of Software.
(4) Depending on Your purchase, Your
license may also include a license to use Nessus
agents. Nessus agents are available only on a
subscription basis.
(1) The term “Software” means (1) each
Licensed Product that You download from any
Tenable website, or obtain via CD or any other
method; (2) any individual program (“Agents and/or
Clients”) or script used to analyze for and/or identify
specific security events or used to correlate events
owned by Tenable; (3) the associated user manuals
and user documentation, if any, as well as any patches,
updates, improvements, additions, enhancements and
other modifications or revised versions of the
Licensed Product, and associated Plug-Ins and Agents
and/or Clients that may be provided to You by
Tenable from time to time; and (4) any command line
interfaces, and/or any graphical user interfaces You
obtain from Tenable;
(5) The Support Services will include an
appropriate subscription to provide additional PlugIns to You on a regular basis.
(6) Your license to use the Licensed
Product will automatically terminate upon the
termination of Your license to use SecurityCenter for
any reason.
(g) If You are licensing the 3D Tool,
the following terms apply:
(1) “Purpose” means to visualize
information technology vulnerabilities and intrusion
detection events.
(2) The Software may include code or
other intellectual property provided to Tenable by
third parties, including Plug-Ins that are not owned by
Tenable, (collectively, “Third Party Components”).
Any Third Party Component that is not marked as
copyrighted by Tenable is subject to other license
terms that are specified in the documentation available
on
Tenable’s
website
(http://static.tenable.com/prod_docs/Tenable_Licens
e_Declarations.pdf or a successor location). The
services may contain or require the use of separately
licensed third party technology. Such third party
technology is licensed to you under the terms of the
third party technology license agreement and not
under the terms of this agreement. Tenable may
provide certain notices to you in the service
specifications, program documentation, readme or
notice files in connection with such separately
licensed third party technology. The third party
owner, author or provider of such separately licensed
third party technology retains all ownership and
(2) “Licensed Product” means 3D Tool
2.x or higher.
(3) You may install the Licensed Product
on only one (1) production computer or machine.
(4) Your license to use the Licensed
Product will automatically terminate upon the
termination of Your license to use SecurityCenter for
any reason.
2.
Grant of Software License.
(a) Subject to the terms and conditions
of this Agreement and upon Your payment of
the applicable license fee (the “License Fee”)
and
receipt
of
the
appropriate
acknowledgment from Tenable, Tenable
grants to You for the License Term (as defined
below) a non-exclusive, non-transferable
license in object code form only to use the
Software solely for Your internal operations
Tenable Network Security, Inc.
2
Master Software License and Services Agreement v6 08.05.15
intellectual property rights in and to such separately
licensed third party technology.
Materials for Your internal use and solely in
conjunction with the Software. If You or Your
designated attendees (“Attendees”) do not
attend a scheduled training session without
properly rescheduling, payment for such
Training Services is forfeited. For on demand
Training and exams, You must use the
Training Services during the defined period in
which the access code is valid. You may
substitute different individuals for scheduled
Attendees provided Tenable is properly
notified at least three (3) business days in
advance. Tenable is not obligated to provide
any services except as mutually agreed in an
executed Statement of Work. Except as
otherwise agreed to by the parties in writing,
all executed Statements of Work will be
governed by this Agreement.
(c) If You have licensed a lab license,
You are entitled to use a separate installation
for the Licensed Product, provided that usage
of such Licensed Product is strictly limited to
a lab environment only. Such Licensed
Products are not licensed for, and may not be
used in, a production environment, or in
conjunction with products used in a
production environment.
(d) If You are accessing any Licensed
Product in an evaluation capacity: (i) You
have no obligation to make payment for such
Licensed Product for such evaluation usage;
(ii) the License Term will expire at the end of
the agreed-upon evaluation period, at which
time You must either return or destroy the
evaluated Licensed Product; and (iii) Tenable
will provide support only as mutually agreed
by the parties. This Section 2(d) will take
precedence over any directly contradictory
language in this Agreement as it relates to an
evaluation of any Licensed Product.
(e)
(b) For Services occurring on Your
site, Tenable agrees to comply with Your
reasonable security procedures provided You
inform Tenable of such procedures in
advance. Some of the Services may require
You to have specialized knowledge or meet
particular software or hardware requirements
(for example, appropriate computers or
appliances, stable Internet connection,
verification of network communication paths,
receipt of applicable software license keys,
up-to-date web browser, operating system,
etc.). In order to use the Software or receive
Services, You shall be required to meet or
exceed the specifications found in the Tenable
General Requirements document, available at
http://static.tenable.com/prod_docs/Tenable_
General_Requirements.pdf or a successor
location. You are responsible for assessing the
suitability of the Services. Tenable will not
provide any refund based on a failure to meet
prerequisites. If technical issues arise during
the Services, Tenable will use commercially
reasonable efforts to resolve such problems,
but will have no liability based on Your failure
to meet technical requirements.
Appliance Specific Terms.
The term “Appliance” means the physical
appliance in which the Software is embedded, if You
have purchased such an appliance from Tenable.
Tenable will ship the Appliances in accordance with
good commercial practices. Title and risk of loss or
damage to the Appliances will pass to You upon
Tenable’s delivery to a common carrier. You will bear
any and all shipping and handling costs. Tenable’s
shipping will be standard ground service, unless
otherwise agreed by the parties. Tenable has no
obligation to unpack and install the Appliance.
3.
Services.
(a) Tenable may agree with you to
provide start-up services (the “QuickStart
Services”), security consulting services (the
“Security Consulting Services”) and/or
training courses and certification testing (the
“Training Services”), each as scoped and
defined in a separate Statement of Work
(collectively, the “Services”). Incidental to
Services, Tenable may provide slides,
documents, examples, and other materials (the
“Materials”) for use in conjunction with the
Software and Services. Subject to payment in
full for the applicable Services and Materials,
Tenable grants You a non-exclusive, nontransferable right to use the Services and
Tenable Network Security, Inc.
(c) You may request a change in the
scheduled date of Services, if You give
Tenable sufficient notice. You will not
receive a refund if You attempt to cancel
Services but can request a change as described
herein.
(d) The Services will be deemed
satisfactory and accepted by You unless
within ten (10) calendar days after the
Services have been performed, You give
3
Master Software License and Services Agreement v6 08.05.15
Software
(collectively,
the
“Support
Services”). While Tenable is offering Support
Services for the Software, Tenable will
continue to supply You with the Support
Services for subsequent periods upon payment
in advance of the Support Fee for each such
period. The Support Services shall include the
provision to You of new minor (Example:
1.1.x to 1.2.x, etc.) and major version releases
of the Software (Example: 1.x to 2.x, etc.).
Tenable written notice of the respects in which
the results do not conform to the applicable
requirements. Upon confirmation by Tenable
of inadequacy of the Services, Tenable’s
entire liability and Your exclusive remedy will
be for Tenable to use its reasonable efforts to
re-perform the Services within a reasonable
period of time; provided that if Tenable is
unable to re-perform the Services, Tenable
may elect to refund all payments actually
received by Tenable from You for the
particular Services deemed unacceptable, in
full satisfaction of Tenable’s obligations.
4.
(d) Appliance Support. If Tenable,
after receiving a request for Support Services,
determines that an error in the functionality of
the Appliance is not caused by a Software
problem, Tenable will turn the request over to
its authorized hardware support vendor in
accordance with the applicable support plan.
Your further support for such error will be
directed by such hardware support vendor. To
provide hardware Support Services and
resolve Appliance warranty issues through its
return to depot service, Tenable may require
information applicable to the specific
Appliance, including model and serial
number, problem description, troubleshooting
performed on-site, and shipping address for
replacement. In the case of a dead-on-arrival
Appliance in the first thirty (30) days after
shipment, You must return the defective
Appliance within ten (10) calendar days of
receipt of a replacement Appliance, complete
with the defective Appliance’s original
packaging and documentation. Upon receipt
of a “Return Material Authorization” or
“RMA” approval from Tenable, You may
return defective units to Tenable for repair.
All returns covered under the terms of the
return to depot program must be returned
freight pre-paid to Tenable’s designated repair
facility, except during the first year when
Tenable will cover standard (2 day ground)
shipping costs. Except as otherwise specified,
all inbound and outbound Appliance shipping
charges under this warranty (not considered
dead-on-arrival) will be paid by You. In
addition, changes to Appliances may incur
additional costs for re-imaging, reconfiguration, addition or subtracting
components or changes to packaging and
documentation. In no event will Tenable be
responsible for normal wear and tear of the
Appliance or any Appliances that have been
subject to misuse, unauthorized modification,
neglect, improper testing or installation,
attempts to repair, accident, flood, fire,
Term.
This Agreement commences on the date on
which the parties execute this Agreement (the
“Effective Date”) and continues for the duration of the
License Term unless it is terminated according to the
terms of this Agreement. Your right to use the
Licensed Product will terminate at the end of the
applicable License Term or upon termination of this
Agreement. So long as Tenable is offering licenses of
the Licensed Product and this Agreement has not been
terminated, You may renew the License Term
according to Tenable’s then-current terms and paying
the applicable fee for a new License Term.
5.
Maintenance.
(a) Subscription Software. If you are
licensing the Software on a subscription basis,
Tenable will provide the Support Services at
no additional charge beyond Your License Fee
for the duration of the Term. If You license the
Software on a subscription basis, the
Maintenance Term (as defined below) will be
coterminous with Your License Term.
(b) Perpetual Software. If You are
licensing the Software on a perpetual basis,
Tenable shall invoice You for the applicable
annual support and maintenance fee (the
“Support Fee”) at the start of the License Term
and, starting on the Order Date, Tenable will
supply You for the maintenance period
described on the invoice issued to You (the
“Maintenance Term”) with the Support
Services described herein.
(c) Services. If You are eligible to
receive Support Services, Tenable shall
supply you with reasonable telephone and
email support 24 hours a day, 7 days a week,
for the Software and will make available to
You on Tenable’s web site any bug fixes,
updates or enhancements that Tenable makes
generally available to licensees of the
Tenable Network Security, Inc.
4
Master Software License and Services Agreement v6 08.05.15
radiation or other hazard; including, but not
limited to, any shipping, processing or
refurbishing charges.
or marks on the Software. You are responsible for all
use of the Software and for compliance with this
Agreement; any breach by You or any user using the
Software on Your behalf shall be deemed to have been
made by You.
(e) Renewal Fees. After the initial
Maintenance Term, any renewal of annual
Support Fees (for perpetual licenses) or
License Fees (for subscription licenses) shall
be at Tenable’s then-current pricing at time of
renewal. If during the course of a perpetual
license You terminate or fail to renew the
Support Services, You may at any time during
the term of this Agreement request that
Tenable reinstate the Support Services
provided that You pay a one-time
reinstatement fee equal to the total fees You
would have paid for the Support Services
between the time You terminated or failed to
renew such Support Services and the thencurrent date.
6.
8.
You may make a reasonable number of
copies of the Software, in whole or in part, only for
backup or archival purposes or to replace a worn or
defective original or copy. You may not operate in
production a copy of the Software at the same time as
the original or another copy. You may make a
reasonable number of copies of the documentation
solely to support Your allowed use of the Software
hereunder. You acknowledge that the documentation
is provided to You under copyright protection. You
agree to maintain appropriate records of the location
of the original Software and documentation and any
copy made by You.
Intellectual Property.
9.
This Agreement does not transfer to You any
title to or any ownership right or interest in the
Software. You acknowledge that Tenable owns and
retains all right, title and interest in and to the
Software, Services, and Materials. As between You
and Tenable, all enhancements, modifications and
derivative works that Tenable or any Tenableauthorized third party makes to the Software or
accompanying documentation, and all intellectual
property rights therein, will be the property of Tenable
but, in the event You engage Tenable to create custom
deliverables that Tenable has not made available to
other customers, Tenable grants You, at no additional
cost, a perpetual license to use such custom
deliverables solely for Your internal operations and
internal business Purpose. Your rights with respect to
the Software are limited to the right to use the Software
pursuant to the terms and conditions in this
Agreement.
7.
Managed Security Service
Providers (“MSSPs”); Restrictions
on Third Party Use and Access.
(a) Managed
Security
Service
Provider (“MSSP”). If You use the Software
to scan third party networks as part of a service
You deliver to Your customers (“MSSP
Services”), the following additional terms
apply: (i) You may only scan those networks
for which You have received appropriate
authorization from the owner of the network;
(ii) You may only use SecurityCenter or
SecurityCenter Continuous View (as well as
any Software they exclusively control) to offer
MSSP Services; (iii) You may service
multiple customers on the same console
provided that You create separate repositories
for each customer; (iv) You are solely
responsible for securing and segregating Your
customer data; (v) You must provide Your
own portal or delivery mechanism, and may
not allow Your customers to access the
SecurityCenter console; (vi) You must inform
Tenable in advance regarding any Software
that will be shipped, downloaded, or otherwise
transferred to any country other than the
United States or Your home country; (vii) You
must further provide a monthly report
showing the location of each installation of the
Software; (viii) You must use a supported
version of the Software; (ix) Tenable has no
obligation to provide Support Services to
Your customers; and (x) You agree that
Tenable will have no liability to Your
customers.
No Reverse Engineering, Other
Restrictions.
Except as expressly allowed herein; You may
not directly or indirectly: (i) sell, lease, redistribute or
transfer any of the Software on a stand-alone basis; (ii)
decompile, disassemble, reverse engineer, or
otherwise attempt to derive, obtain or modify the
source code of the Software; (iii) reproduce, modify,
translate or create derivative works of all or any part
of the Software; (iv) rent, lease or loan the Software in
any form to any third party or otherwise allow a third
party to use the Software; (v) sublicense any of the
rights granted to You in this Agreement; or (vi)
remove, alter or obscure any proprietary notice, labels,
Tenable Network Security, Inc.
Limited Right to Copy.
5
Master Software License and Services Agreement v6 08.05.15
(b) You agree to use Your best efforts
and to take all reasonable steps to ensure that
no unauthorized parties have access to the
Software and that no unauthorized copy,
publication, disclosure or distribution of the
Software, in whole or in part, in any form is
made by You or any third party. You agree to
notify Tenable of any unauthorized access to,
or use, copying, publication, disclosure or
distribution of, the Software.
Information. You may not copy any Confidential
Information without Tenable’s prior written
permission. You may not remove any copyright,
trademark, proprietary rights or other notices included
in or affixed to any Confidential Information. Other
than using the Software in accordance with the terms
of this Agreement, You may not use the Confidential
Information for Your or a third party’s benefit,
competitive development or any other purpose. You
agree: (I) to hold the Confidential Information in strict
confidence; (II) to limit disclosure of the Confidential
Information to Your own employees or those of any
Third Party, as specified in Section 7 (No Reverse
Engineering; Other Restrictions) having a need to
know the Confidential Information for the purposes of
this Agreement; (III) to use the Confidential
Information solely and exclusively in accordance with
the terms of this Agreement in order to carry out Your
obligations and exercise Your rights under this
Agreement; (IV) to afford the Confidential
Information at least the same level of protection
against unauthorized disclosure or use as You
normally use to protect Your own information of a
similar character, but in no event less than reasonable
care; and (V) to notify Tenable promptly of any
unauthorized use or disclosure of the Confidential
Information and to cooperate with and assist Tenable
in every reasonable way to stop or minimize such
unauthorized use or disclosure. Tenable recognizes
that Federal agencies are subject to the Freedom of
Information Act, 5 U.S.C. 552, which requires that
certain information be released, despite being
characterized as “confidential” by the vendor.
(c) Notwithstanding the foregoing, and
subject to all other terms of this Agreement,
You may permit a third party (a “Third Party”)
to (a) use the Software to perform security
services for Your business, or (b) administer
the Software, each provided that: (i) any such
Third Party use or administration is for Your
sole benefit of and on Your behalf; (ii) You
acknowledge that You shall be legally
responsible for the Third Party’s use of the
Software including without limitation any
obligations arising from such use and any
breach by the Third Party of the terms and
conditions of this Agreement, including
Section 10 (Confidentiality); (iii) the total
number of copies of the Software licensed by
You and used by either You and/or any Third
Party does not at any given time exceed the
number of licenses legally licensed; and (iv)
such Third Party is not a competitor of
Tenable’s.
10. Confidentiality.
11. Warranty and Disclaimer.
As used in this Agreement, “Confidential
Information” means any and all information and
material that:
(i) is marked “Confidential,”
“Restricted,” or “Confidential Information” or other
similar marking; (ii) is known by You to be
confidential or proprietary; or (iii) from all the relevant
circumstances, should reasonably be assumed by You
to be confidential or proprietary.
Confidential
Information includes the Software. Confidential
Information does not include any information that You
can prove: (a) was already known to You without
restrictions at the time of its disclosure by Tenable; (b)
after its disclosure by Tenable, is made known to You
without restrictions by a third party having the right to
do so; (c) is or becomes publicly known without
violation of this Agreement; or (d) is independently
developed by You without reference to the
Confidential Information. Confidential Information
will remain the property of Tenable, and You will not
be deemed by virtue of this Agreement or any access
to the Confidential Information to have acquired any
right, title or interest in or to the Confidential
Tenable Network Security, Inc.
(a) Tenable warrants that, for a period
of thirty (30) days from the Order Date of
Software (the “Software Warranty Period”),
the unmodified Software will, under normal
use, substantially perform the functions
described in its technical documentation.
(b) If You will be using a physical
Appliance, Tenable warrants to You that, for
a period of one (1) year after shipment (the
“Appliance Warranty Period”), the Appliance
will be free from defects in materials and
workmanship.
(c) ALL SERVICES, MATERIALS
AND OTHER INFORMATION PROVIDED
BY TENABLE IN CONNECTION WITH
ANY SERVICES PERFORMED UNDER
THIS AGREEMENT ARE FURNISHED ON
AN “AS-IS” BASIS. THE FOREGOING
EXPRESS WARRANTIES REPLACE AND
ARE IN LIEU OF ALL OTHER
6
Master Software License and Services Agreement v6 08.05.15
WARRANTIES OR CONDITIONS BY THE
PARTIES,
WHETHER
EXPRESS,
IMPLIED, OR STATUTORY, INCLUDING
ANY
WARRANTIES
OF
MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT,
INTEGRATION,
PERFORMANCE AND ACCURACY AND
ANY IMPLIED WARRANTIES ARISING
FROM STATUTE, COURSE OF DEALING,
COURSE OF PERFORMANCE OR USAGE
OF TRADE.
TENABLE MAKES NO
WARRANTY THAT ANY SOFTWARE OR
APPLIANCE WILL OPERATE ERRORFREE, FREE OF ANY SECURITY
DEFECTS OR IN AN UNINTERRUPTED
MANNER. THE WARRANTY MADE BY
TENABLE MAY BE VOIDED BY YOUR
ABUSE OR MISUSE.
PERSON OR ENTITY FOR INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL,
EXEMPLARY
OR
PUNITIVE
DAMAGES
(INCLUDING LOST PROFITS, ANY DAMAGES
RESULTING FROM LOSS OF DATA, SECURITY
BREACH, PROPERTY DAMAGE, LOSS OF
REVENUE, LOSS OF BUSINESS OR LOST
SAVINGS), ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, THE
PERFORMANCE OF THE SOFTWARE OR
APPLIANCE OR TENABLE’S PERFORMANCE
OF SERVICES OR
OF
ANY OTHER
OBLIGATIONS
RELATING
TO
THIS
AGREEMENT, WHETHER OR NOT TENABLE
HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
YOU ARE SOLELY
RESPONSIBLE AND LIABLE FOR VERIFYING
THE SECURITY, ACCURACY AND ADEQUACY
OF ANY OUTPUT FROM THE SOFTWARE, AND
FOR ANY RELIANCE THEREON.
12. Exclusive Remedy.
15. Additional Provisions Regarding
Tenable’s sole obligation and liability, and
Your sole and exclusive remedy under the warranties
set forth in Section 11, shall be for Tenable to use
commercially reasonable efforts to remedy the
problem, or to replace the defective product, provided
that Tenable is notified in writing of all warranty
problems during the applicable Software or Appliance
Warranty Period.
Liability.
The limitations of liability set forth in Section
13 and 14 will survive and apply notwithstanding the
failure of any limited or exclusive remedy for breach
of warranty set forth in this Agreement. The parties
agree that the foregoing limitations will not be read so
as to limit any liability to an extent that would not be
permitted under applicable law and specifically will
not limit any liability for gross negligence, intentional
tortious or unlawful conduct or damages for strict
liability that may not be limited by law.
13. Limitation of Liability.
IF YOU SHOULD BECOME ENTITLED
TO CLAIM DAMAGES FROM TENABLE
(INCLUDING FOR NEGLIGENCE, STRICT
LIABILITY,
BREACH
OF
CONTRACT,
MISREPRESENTATION
AND
OTHER
CONTRACT OR TORT CLAIMS), TENABLE
WILL BE LIABLE ONLY FOR THE AMOUNT OF
YOUR ACTUAL DIRECT DAMAGES, NOT TO
EXCEED (IN THE AGGREGATE FOR ALL
CLAIMS) THE FEES YOU PAID TO TENABLE OR
ITS RESELLER FOR THE SPECIFICALLY
DEPLOYED
LICENSED
PRODUCT
OR
APPLIANCE OR THE SPECIFIC SERVICES, FOR
THE MOST RECENT LICENSE TERM, THAT
GIVE RISE TO SUCH LIABILITY AND ARE THE
SUBJECT OF THE CLAIM. The foregoing limitation
of liability shall not apply to (1) personal injury or
death resulting from Tenable’s gross negligence; (2)
for fraud; or (3) for any other matter for which liability
cannot be excluded by law.
16. Intellectual Property Infringement
Indemnification.
(a) Tenable shall, at its sole cost and
expense, defend (or at its option, settle) and
indemnify You and Your subsidiaries and
affiliates, and their officers, directors,
employees, representatives and agents, from
and against any and all third party claims
brought against You based upon a claim that
use of the Software in accordance with this
Agreement infringes such third party’s United
States patent, copyright or trademark or
misappropriates any trade secret, and shall pay
all settlements entered into and damages
awarded to the extent based on such claim or
action, provided that You give Tenable (i)
prompt notice of such action or claim; (ii) the
right to control and direct the investigation,
defense, and/or settlement of such action or
claim in accordance with and to the extent
permitted under 28 U.S.C. 516; and (iii)
reasonable cooperation.
14. Exclusion of Other Damages.
UNDER NO CIRCUMSTANCES WILL
TENABLE BE LIABLE TO YOU OR ANY OTHER
Tenable Network Security, Inc.
7
Master Software License and Services Agreement v6 08.05.15
(b) If Your use of the Software is, or in
Tenable’s opinion is likely to be, the subject
of an infringement claim, or if required by
settlement, Tenable may, in its sole discretion
and expense, (i) substitute for the Software
substantially functionally similar noninfringing software; (ii) procure for You the
right to continue using the Software; or (iii)
terminate this Agreement, accept return of the
Software and provide a pro rata refund to You.
The pro rata refund will be calculated as
follows: (1) for subscriptions, Tenable will
provide a refund of any prepaid License Fees
for the unused remainder of the license term;
and (2) for perpetual licenses, Tenable will
refund the License Fee for the Software less
allowance for amortization over a thirty-six
(36) month period, straight-line method as
well as a pro rata refund of any prepaid
Support Fee.
Appliance during such scanning. As between You and
Tenable, You are (and Tenable is not) responsible for
the success or failure of such security solution.
18. Verification.
For the term of this Agreement and one (1)
year thereafter, You agree that Tenable or its designee
shall have the right, at its own expense and under
reasonable conditions of time and place, to audit and
copy all records of Your use of the Software as long as
Tenable complies with your security requirements.
Tenable or its designee may also require You to
complete accurately a self-audit questionnaire in a
form provided by Tenable. If an audit reveals
unlicensed use of the Software, a breach of this
Agreement or underpayment of any Fees by You or
Your employees or agents, You must, in addition to
such other rights and remedies as may be available to
Tenable as the result of such breach, Tenable shall
promptly invoice for sufficient licenses (at Tenable’s
then-current price for such licenses) to permit all usage
disclosed. Tenable will use information obtained from
such audit only to verify and enforce Your compliance
with the terms of this Agreement, to comply with any
governmental reporting requirements and for such
other purposes as required by law.
(c) Tenable has no liability with
respect to patent, copyright or trademark
infringement or trade secret misappropriation
described in Section 16(a) arising out of: (i)
modifications of the Software made to Your
order or specification, or not made by Tenable
or any party under its control; (ii) Your use of
the Software in combination with other
software or equipment if such combination or
other software or equipment gives rise to the
infringement; (iii) Your failure to use any new
or corrected versions of the Software made
available by Tenable; or (iv) Your use of the
Software in a manner not permitted by this
Agreement.
19. Your Payment Obligations.
You agree to pay any and all amounts duly
invoiced You, including any License Fee or Support
Fee or any other applicable charge (which may include
shipping and insurance charges if You have purchased
an Appliance), as are specified in an invoice provided
by Tenable or its Vendor in consideration for Your
license of the Software or purchase of the Appliance
(the "Fees"). You further agree to pay any and all
amounts invoiced for any Services as set forth in an
applicable Statement of Work. Payment is due within
thirty (30) days of the Order Date, or such other period
of time as agreed to in writing by the parties. Tenable
shall state separately on invoices taxes excluded from
the fees, and You agree either to pay the amount of the
taxes (based on the current value of the equipment) to
Tenable or provide evidence necessary to sustain an
exemption, in accordance with FAR 52.229-1 and
FAR 52.229-3. You agree to pay Tenable’s and
Vendor’s invoices without deducting any present or
future taxes, withholdings or other charges except
those deductions You are legally required to make.
Notwithstanding the foregoing, Tenable will be solely
responsible for its income tax obligations and all
employer reporting and payment obligations with
respect to its personnel. If a certificate of exemption
or similar document or proceeding is necessary in
order to exempt any transaction from a tax, You will
obtain such certificate or document.
(d) This Section 16 sets forth
Tenable’s sole liability and Your sole and
exclusive remedy with respect to any claim of
intellectual property infringement.
17. Indemnification.
Each of the parties acknowledges and agrees
that by entering into and performing its obligations
under this Agreement, Tenable will not assume and
should not be exposed to the business and operational
risks associated with Your business.
You
acknowledge that Your use of the Software and
Appliance is only a portion of Your overall security
solution and that Tenable is not responsible for Your
overall security solution. The parties acknowledge
that the use of Software or Appliances designed for
vulnerability scanning may affect network operation
during such scanning. Tenable shall not be liable to
You for any impairment of the operation of any
network arising from Your use of Software or the
Tenable Network Security, Inc.
8
Master Software License and Services Agreement v6 08.05.15
20. Legal
Compliance;
Restricted
Clause, Tenable shall proceed diligently with
performance of this Agreement, pending final
resolution of any request for relief, claim, appeal, or
action arising under the Agreement, and comply with
any decision of the Contracting Officer. Immediately
after termination of this Agreement, You shall return
to Tenable the Software, together with all copies,
modifications and merged portions of the Software in
any form, and shall certify to Tenable in writing that
through Your best efforts and to the best of Your
knowledge all such materials have been returned to
Tenable and removed from host computers on which
Software resided. If You have been using an
Appliance, immediately after termination of this
Agreement You may no longer use the Appliance and
Tenable has no further obligation to support the
Appliance. If You want to use the hardware portion of
the Appliance outside of this Agreement, You must
remove and destroy the Software in the Appliance,
together with all copies, modifications and merged
portions of the Software in any form. Once the
Software is removed and destroyed, none of the
restraints on transfer set forth in this Agreement will
apply to the physical device constituting the remainder
of the Appliance after the Software is permanently
removed. The removal and deletion provisions of this
Section 21 do not apply to copies of the Software that
are made pursuant to Your reasonable back-up and
archival policies (under which back-up tapes that will
be overwritten in due course may contain copies of the
Software), provided that (i) such copies are only
retained by You in the course of Your back-up
procedures, (ii) such copies will be deleted within a
reasonable period of time in the normal course of
overwriting under the back-up process, and (iii) such
copies never be used to exceed the license restrictions
under this Agreement. Any Statement of Work shall
terminate (y) at either party’s convenience upon thirty
(30) days’ notice to the other party, or (z) if, after thirty
(30) days’ notice and opportunity to cure, a party has
failed to cure a material breach of such Statement of
Work. Upon termination of any Statement of Work,
You will promptly pay Tenable all fees earned up until
the point of termination as well as all expenses
reimbursable under such Statement of Work.
Rights.
The Software and Appliance are provided
solely for lawful purposes and use. You are solely
responsible for, and agree to perform Your obligations
in a manner that complies with all applicable national,
federal, state and local laws, statutes, ordinances,
regulations, codes and other types of government
authority (including those governing export control,
unfair competition, anti-discrimination, false
advertising, privacy and data protection, and publicity
and those identifying and requiring permits, licenses,
approvals, and other consents) (“Laws”). If a charge
is made that You are not complying with any such
Laws, You will promptly notify Tenable of such
charges in writing. Without limiting the foregoing,
You agree to comply with all U.S. export Laws
(including the International Traffic in Arms
Regulation (“ITAR”), 22 CFR 120-130, and the
Export Administration Regulation (“EAR”), 15 CFR
Parts 730 et seq.) and applicable export Laws of Your
locality (if You are not in the United States), to ensure
that no information or technical data provided
pursuant to this Agreement is exported or re-exported
directly or indirectly in violation of Law or without
first obtaining all required authorizations or licenses.
You will, at Your sole cost and expense, obtain and
maintain in effect all permits, licenses, approvals and
other consents related to Your obligations under this
Agreement. You agree, at Your expense, to comply
with all foreign exchange and other Laws applicable
to You. The Software (1) was developed solely at
private expense, (2) contains “restricted computer
software” submitted with restricted rights in
accordance with FAR 52.227-14 and its successors,
and (3) in all respects is proprietary data belonging to
Tenable, its affiliates or their licensors or suppliers.
For Department of Defense units, the Software is
considered commercial computer software in
accordance with DFARS section 227.7202-3 and its
successors, and use, duplication or disclosure by the
U.S. Government is subject to restrictions set forth in
this Agreement. The parties further agree to comply
with sanctions administered by the Department of
Treasury’s Office of Foreign Assets Control
(“OFAC”) and shall not engage in prohibited trade to
persons or entities on the Specially Designated
Nationals (“SDN”) list.
22. Governing Law.
This Agreement shall be governed by the
Federal laws of the United States, without regard to
choice-of-law rules or principles. No aspect or
provision of the Uniform Computer Information
Transactions Act, shall apply to this Agreement. You
expressly agree with Tenable that this Agreement shall
not be governed by the U.N. Convention on Contracts
for the International Sale of Goods, the application of
which is expressly excluded.
21. Termination.
If You are an instrumentality of the United
States, recourse against the United States for any
alleged breach of this Agreement must be made as a
dispute under the contract Disputes Clause (Contract
Disputes Act). During any dispute under the Disputes
Tenable Network Security, Inc.
9
Master Software License and Services Agreement v6 08.05.15
23. Reserved.
majeure event. No failure or delay by a party in
exercising any right, power or remedy will operate as
a waiver of that right, power or remedy, and no waiver
will be effective unless it is in writing and signed by
the waiving party. If a party waives any right, power
or remedy, the waiver will not waive any successive
or other right, power or remedy the party may have
under this Agreement.
Any provision of this
Agreement that imposes or contemplates continuing
obligations on a party will survive the expiration or
termination of this Agreement, including Sections 3
through 4 and 11 through Error! Reference source
not found. and Section Error! Reference source not
found.. “Including” and its derivatives (such as
“include” and “includes”) mean including without
limitation; this term is as defined, whether or not
capitalized in this Agreement.
24. Notices.
Any notices or other communication required
or permitted to be made or given by either party
pursuant to this Agreement will be in writing, in
English, and will be deemed to have been duly given
when delivered if delivered personally or sent by
recognized overnight express courier, to the address
specified herein or such other address as a party may
specify in writing. Tenable may also provide notices
to You via an email address You have provided to
Tenable. All notices to Tenable shall be sent to the
attention of the Legal Department (unless otherwise
specified by Tenable).
25. Reserved.
26. Assignment.
28. Language.
You may not assign or otherwise transfer this
Agreement without Tenable’s prior written consent
which will not be unreasonably withheld.
The language of this Agreement is English
and all notices given under this Agreement must be in
English to be effective. No translation, if any, of this
Agreement or any notice will be of any effect in the
interpretation of this Agreement or in determining the
intent of the parties. The parties have expressly agreed
that all invoices and related documents be drafted in
English.
27. General.
This Agreement constitutes the entire
agreement between the parties, and supersedes all
other prior or contemporaneous communications
between the parties (whether written or oral) relating
to the subject matter of this Agreement, namely the
licensing of the Software and possible provision of
related Services. No purchase order shall supersede
this Agreement, unless expressly agreed to in writing
by both parties. Any amendment to the terms of this
Agreement must be in writing and signed by the
parties. The provisions of this Agreement will be
deemed severable, and the unenforceability of any one
or more provisions will not affect the enforceability of
any other provisions. Section headings are for
convenience only and shall not be considered in the
interpretation of this Agreement. In addition, if any
provision of this Agreement, for any reason, is
declared to be unenforceable, the parties will
substitute an enforceable provision that, to the
maximum extent possible under applicable law,
preserves the original intentions and economic
positions of the parties. Unless Tenable agrees
otherwise, You agree that Tenable may use Your name
in a customer list. Neither party shall be liable for any
loss or delay (including failure to meet the service
level commitment) resulting from any force majeure
event, including, but not limited to, acts of God, fire,
natural disaster, terrorism, labor stoppage, Internet
service provider failures or delays, civil unrest, war or
military hostilities, criminal acts of third parties, and
any payment date or delivery date shall be extended to
the extent of any delay resulting from any force
Tenable Network Security, Inc.
29. Third Parties.
This Agreement is not intended nor will it be
interpreted to confer any benefit, right or privilege in
any person or entity not a party to this Agreement.
Any party who is not a party to this Agreement has no
right under any Law to enforce any term of this
Agreement.
30. Reserved.
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Master Software License and Services Agreement v6 08.05.15
IN WITNESS WHEREOF, You and Tenable have each caused this Agreement to be signed and delivered by its
duly authorized officer.
__________________________________
TENABLE NETWORK SECURITY, INC.
By:
By:
Printed Name:
Printed Name:
Title:
Title:
Date:
Date:
Tenable Network Security, Inc.
11
Master Software License and Services Agreement v6 08.05.15
TENABLE NETWORK SECURITY, INC.
NESSUS CLOUD AGREEMENT
This is a binding legal agreement (“Agreement”) between Tenable Network Security, Inc., a Delaware corporation
having offices at 7021 Columbia Gateway Drive, Suite 500, Columbia, MD 21046 (“Tenable”), and you, the party
executing this Agreement and/or licensing the Services (“You”). This Agreement covers the services to be
performed by Tenable. BY EXECUTING THIS AGREEMENT IN WRITING, YOU HEREBY AGREE TO THE
FOLLOWING TERMS OF SERVICE AND ANY TERMS INCORPORATED HEREIN BY SPECIFIC
REFERENCE.
1.
Services, You agree to provide the necessary scan
information (which may include IP addresses,
hostnames, account IDs, or other relevant
information). Upon completion of a PCI Scan, You
may submit the report to Tenable for review up to two
(2) times per calendar quarter.
Services.
(a) You hereby authorize Tenable to perform
a vulnerability scan of Devices owned by You or that
You are otherwise authorized to scan (the “Services”),
such scan to include PCI Scans and Network Security
Audits.
“Devices” means computer hardware,
network, storage, input/output, or electronic control
devices, or software installed on such devices. “PCI
Scans” are scans designed to assess compliance with
the Payment Card Industry Data Security Standard.
“Network Security Audits” are audits conducted to
ascertain the compliance of network Devices with
certain published security standards and to disclose
security vulnerabilities. Network Security Audits may
include port scanning and port connections, evaluating
services by checking versions and responses to certain
requests, and crawling websites to perform testing of
forms, application responses, or to confirm the
existence of certain files. You may only use the
Services for the number of Hosts for which you have
paid all applicable fees. A “Host” is any scanned
device that can have a unique tag pushed to it (via a
registry entry, text file, etc.), one that can have a
unique identifier (CPU ID, Instance ID, Agent ID, IP
Address, MAC Address, NetBIOS Name, etc.) pulled
from it, or is addressable via URI or URL (i.e.,
http://www.tenable.com). You may use the Services to
manage or gather information from Nessus scanners
(or other supported software and agents) not hosted by
Tenable, provided that You have fully paid for such
software and agents and have the right to access them.
For the avoidance of doubt, You may not use the
Services to gather information from Nessus Home
scanners. Each scanner managed by Nessus Cloud
must be licensed and paid for separately and is subject
to a separate software license agreement. Tenable
reserves the right to withdraw features from the
Services provided that: (1) the core functionality of the
Services remains the same; or (ii) You are offered a
license to a product or service providing materially
similar functionality as the functionality removed
from the Services. To allow Tenable to perform the
Tenable Network Security, Inc.
(b) You agree that Tenable has the right to
access Your systems and computers in the context of
the Services. As such, You acknowledge that the
Services may appear to be an attempt to breach the
security of Your Devices, and that the Services may
ultimately cause Your Devices to crash. Further, You
acknowledge that the Services may modify Your
Devices or their contents. You agree not to pursue any
claims against Tenable if any of the foregoing occurs.
(c)
Upon Your request and subsequent
approval by Tenable, You may receive access to
evaluate the Services. Such evaluation Services may
be subject to additional terms and conditions provided
by Tenable to You. Unless otherwise agreed to by
Tenable, an evaluation will only be provided once.
You must purchase access to the Services to continue
to use them after the evaluation period ends. You may
not use the evaluation Services to scan third party
networks or to provide a service to Your customers.
2.
Term.
This Agreement commences on the date on
which You initially purchase the Services (the
"Effective Date") and continues for the duration of the
term agreed upon by the parties, or until it is
terminated according to the terms of this Agreement.
3.
Support.
During the term, Tenable will supply You
with reasonable phone, online and email support 24
hours a day, 7 days a week, for the Services. Tenable
does not guarantee that the Services will always be
available, but will make reasonable efforts to respond
to outages.
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Nessus Cloud Agreement v6 04.13.15
4.
Ineligible Parties.
that Tenable may provide all relevant information to
lawful authorities if they pursue an inquiry into such
scanning.
You may not use the Services if You: (1) are,
or work for, a competitor of Tenable; (2) have been
convicted of any computer or Internet-related crime
within the last five (5) years; or (3) are located in a
place where applicable law prohibits the use of the
Services or where U.S. law does not permit Tenable to
perform the Services (e.g., Cuba, Iran, North Korea,
Sudan, Syria).
5.
7.
As used in this Agreement, “Confidential
Information” means any information and/or materials
that, from all the relevant circumstances, should
reasonably be assumed to be confidential or
proprietary.
Tenable’s Confidential Information
includes Tenable’s software, Service structure, and
organization. Your Confidential Information includes
scan results complied via the Services as well as
information You import from outside sources. As
used herein, “disclosing party” means the party
(Tenable or You) disclosing Confidential Information,
and “receiving party” means the party (Tenable or
You)
receiving
Confidential
Information.
Confidential Information will remain the property of
the disclosing party, and the receiving party will not
be deemed by virtue of this Agreement or any access
to the Confidential Information to have acquired any
right, title or interest in or to the Confidential
Information. The receiving party agrees to hold the
disclosing party’s Confidential Information in strict
confidence, affording the disclosing party’s
Confidential Information at least the same level of
protection against unauthorized disclosure or use as
the receiving party normally uses to protect its own
information of a similar character, but in no event less
than reasonable care. The receiving party will notify
the disclosing party promptly of any unauthorized use
or disclosure of the disclosing party’s Confidential
Information. If You provide personal information to
Tenable hereunder and Tenable is aware that You have
done so, Tenable agrees to use commercially
reasonable efforts to protect its security. You
acknowledge that Tenable may be obligated to
maintain copies of Your scans for compliance
purposes. Tenable recognizes that Federal agencies
are subject to the Freedom of Information Act, 5
U.S.C. 552, which requires that certain information be
released, despite being characterized as “confidential”
by the vendor.
Your Obligations.
You must provide current, accurate
information in all submissions made in connection
with the Services, including registration information
and the location of the networks to be scanned.
Provided that You make available (or allow Tenable
to gather) information on each user, You may allow
multiple users to access the Services. Upon reasonable
cause, Tenable may disallow access by users added by
You. You agree to safeguard all user names and
passwords. You further agree to use Your best efforts
to ensure that no unauthorized parties have access to
the Services through Your account.
You are
responsible for all use of the Services through Your
account and for compliance with this Agreement; any
breach by You or any user using the Services through
Your account on Your behalf shall be deemed to have
been made by You. You agree to notify Tenable of
any unauthorized access to the Services through Your
account or if a charge is made that You are not
complying with any laws applicable to Your
obligations hereunder. If You gain access through the
Services to any information for which You are not
authorized, You must immediately destroy such
information and any copies.
6.
Restrictions on Use.
You may not do any of the following: (1)
request scanning of networks and devices for which
You do not have the express authority to do so; (2)
request Services that will constitute any attack, hack,
crack, or any other malicious usage or unlawful
activity; (3) use the Services in such a way as to create
an unreasonable load on Tenable systems or the
Devices to which You have directed the Services to
interact; (4) rent, sell, lease, redistribute, transfer, or
otherwise allow a third party to use the Services; (5)
use the Services to access or reveal any personal
information; or (6) impersonate or in any way
misrepresent Your affiliation or authority to act on
behalf of any entity. If You request scanning
(intentionally or not) of a third party network, You
agree to be fully responsible for any damages
attributable to such scanning, and You further agree
Tenable Network Security, Inc.
Confidentiality; Privacy.
8.
No Warranty; Disclaimer.
Tenable warrants that, for a period of thirty
(30) days from the Order Date of Services, the
Services will, under normal use, substantially perform
the functions described in its technical documentation.
EXCEPT AS EXPRESSLY SET FORTH IN THE
FOREGOING, THE SERVICES ARE PROVIDED
ON AN “AS IS, AS AVAILABLE” BASIS
WITHOUT ANY WARRANTY OF ANY KIND,
WHETHER
EXPRESS,
IMPLIED,
OR
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Nessus Cloud Agreement v6 04.13.15
STATUTORY, INCLUDING ANY WARRANTIES
OF
TITLE,
NON-INFRINGEMENT,
MERCHANTABILITY,
FITNESS
FOR
A
PARTICULAR
PURPOSE,
INTEGRATION,
PERFORMANCE AND ACCURACY, AND ANY
IMPLIED WARRANTIES ARISING FROM
STATUTE, COURSE OF DEALING, COURSE OF
PERFORMANCE OR USAGE OF TRADE. YOUR
USE OF THE SERVICES IS AT YOUR OWN RISK.
YOU
UNDERSTAND
THAT
ASSESSING
NETWORK SECURITY IS A COMPLEX
PROCEDURE, AND TENABLE DOES NOT
GUARANTEE THAT THE RESULTS OF THE
SERVICES WILL BE ERROR-FREE OR PROVIDE
A COMPLETE AND ACCURATE PICTURE OF
YOUR SECURITY FLAWS, AND YOU AGREE
NOT TO RELY SOLELY ON SUCH SERVICES IN
DEVELOPING YOUR SECURITY STRATEGY.
TENABLE MAKES NO GUARANTEE THAT A
SUCCESSFUL COMPLETION OF A TENABLE
PCI SCAN WILL MAKE YOU COMPLIANT WITH
THE PAYMENT CARD INDUSTRY DATA
SECURITY STANDARD. YOU ACKNOWLEDGE
THAT THE SERVICES MAY RESULT IN LOSS OF
SERVICE OR OTHER IMPACT TO NETWORKS
OR COMPUTERS, AND YOU ARE SOLELY
RESPONSIBLE FOR ANY DAMAGES RELATING
TO SUCH LOSS OR IMPACT.
9.
LOSS OF REVENUE, LOSS OF BUSINESS OR
LOST SAVINGS, OR FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL,
EXEMPLARY OR PUNITIVE DAMAGES,
ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT OR THE SERVICES,
WHETHER OR NOT TENABLE HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. YOU ARE SOLELY RESPONSIBLE
AND LIABLE FOR VERIFYING THE SECURITY,
ACCURACY AND ADEQUACY OF ANY
OUTPUT FROM THE SERVICES, AND FOR ANY
RELIANCE THEREON.
Limitation of Liability.
12.
Your Payment Obligations.
13.
Reserved.
14.
Governing Law.
This Agreement shall be governed by the
Federal laws of the United States, without regard to
choice-of-law rules or principles. No aspect or
provision of the Uniform Computer Information
Transactions Act shall apply to this Agreement. You
expressly agree with Tenable that this Agreement shall
not be governed by the U.N. Convention on Contracts
for the International Sale of Goods, the application of
which is expressly excluded.
Exclusion of Other Damages.
15.
Reserved.
16.
Modification of Terms.
The terms of this Agreement will remain in
effect during the term specified in Section Error!
Reference source not found. above. Tenable also
may modify or discontinue with written notice to the
UNDER NO CIRCUMSTANCES WILL
TENABLE BE LIABLE FOR LOST PROFITS, ANY
DAMAGES RESULTING FROM LOSS OF DATA,
SECURITY BREACH, PROPERTY DAMAGE,
Tenable Network Security, Inc.
Reserved.
You agree to pay all amounts due or incurred
by You, as specified in an invoice or ecommerce
transaction provided by Tenable or its reseller in
consideration for Your use of the Services. Tenable
shall state separately on invoices taxes excluded from
the fees, and the Customer agrees either to pay the
amount of the taxes (based on the current value of the
equipment) to you or provide evidence necessary to
sustain an exemption, in accordance with FAR 52.2291 and FAR 52.229-3. Notwithstanding the foregoing,
Tenable will be solely responsible for its income tax
obligations and all employer reporting and payment
obligations with respect to its personnel. If a
certificate of exemption or similar document or
proceeding is necessary in order to exempt any
transaction from a tax, You will obtain such certificate
or document.
IF YOU SHOULD BECOME ENTITLED TO
CLAIM DAMAGES FROM TENABLE
(INCLUDING FOR NEGLIGENCE, STRICT
LIABILITY, BREACH OF CONTRACT,
MISREPRESENTATION AND OTHER
CONTRACT OR TORT CLAIMS) TENABLE
WILL BE LIABLE ONLY FOR THE AMOUNT OF
YOUR ACTUAL DIRECT DAMAGES, NOT TO
EXCEED (IN THE AGGREGATE FOR ALL
CLAIMS) THE FEES YOU PAID TO TENABLE
FOR THE SERVICES OVER THE TWELVE (12)
MONTHS PRIOR TO THE EVENT GIVING RISE
TO THE CLAIM. The foregoing exclusion/limitation
of liability shall not apply to (1) personal injury or
death resulting from Tenable’s gross negligence; (2)
for fraud; or (3) for any other matter for which
liability cannot be excluded by law.
10.
11.
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Nessus Cloud Agreement v6 04.13.15
Customer. Any new or modified features, unless
explicitly stated otherwise, are subject to this
Agreement.
17.
remedy will operate as a waiver of that right, power or
remedy, and no waiver will be effective unless it is in
writing and signed by the waiving party. If a party
waives any right, power or remedy, the waiver will not
waive any successive or other right, power or remedy
the party may have under this Agreement. Any
provision of this Agreement that imposes or
contemplates continuing obligations on a party will
survive the expiration or termination of this
Agreement. “Including” and its derivatives (such as
“include” and “includes”) mean including without
limitation; this term is as defined, whether or not
capitalized in this Agreement.
Notices.
Any notices or other communication to
Tenable pursuant to this Agreement will be in writing,
in English, and will be deemed to have been duly given
when delivered if delivered personally or sent by
recognized overnight express courier. All notices to
Tenable shall be sent to the address described in this
Agreement to the attention of the Legal Department
(unless otherwise specified by Tenable). All notices
to You will be sent to the email address You provided
during registration.
18.
20.
The language of this Agreement is English
and all invoices and other documents given under this
Agreement must be in English to be effective. No
translation, if any, of this Agreement or any notice will
be of any effect in the interpretation of this Agreement
or in determining the intent of the parties. The parties
have expressly agreed that all invoices and related
documents be drafted in English.
Assignment.
You may not assign or otherwise transfer this
Agreement without Tenable’s prior written consent,
which will not be unreasonably withheld.
19.
General.
This Agreement constitutes the entire
agreement between the parties, and supersedes all
other prior or contemporaneous communications
between the parties (whether written or oral) relating
to the subject matter of this Agreement. No purchase
order shall supersede this Agreement, unless expressly
agreed to by both parties in writing. The provisions of
this Agreement will be deemed severable, and the
unenforceability of any one or more provisions will
not affect the enforceability of any other provisions.
Section headings are for convenience only and shall
not be considered in the interpretation of this
Agreement. In addition, if any provision of this
Agreement, for any reason, is declared to be
unenforceable, the parties will substitute an
enforceable provision that, to the maximum extent
possible under applicable law, preserves the original
intentions and economic positions of the parties.
Unless Tenable agrees otherwise, You agree that
Tenable may use Your name in a customer list to the
extent permitted by GSAR 552-203-71. Excusable
delays shall be governed by FAR 52.212-4(f). Neither
party shall be liable for any loss or delay (including
failure to meet the service level commitment) resulting
from any force majeure event, including, but not
limited to, acts of God, fire, natural disaster, terrorism,
labor stoppage, Internet service provider failures or
delays, civil unrest, war or military hostilities, criminal
acts of third parties, and any payment date or delivery
date shall be extended to the extent of any delay
resulting from any force majeure event. No failure or
delay by a party in exercising any right, power or
Tenable Network Security, Inc.
Language.
21.
Third Parties.
This Agreement is not intended nor will it be
interpreted to confer any benefit, right or privilege in
any person or entity not a party to this Agreement.
Any party who is not a party to this Agreement has no
right under any law to enforce any term of this
Agreement.
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Nessus Cloud Agreement v6 04.13.15
IN WITNESS WHEREOF, You and Tenable have each caused this Agreement to be signed and delivered by its
duly authorized officer.
__________________________________
TENABLE NETWORK SECURITY, INC.
By:
By:
Printed Name:
Printed Name:
Title:
Title:
Date:
Date:
Tenable Network Security, Inc.
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Nessus Cloud Agreement v6 04.13.15
TENABLE NETWORK SECURITY, INC.
NESSUS®
SOFTWARE LICENSE AND SUBSCRIPTION AGREEMENT
This is a legal agreement (“Agreement”) between Tenable Network Security, Inc., a Delaware corporation having
offices at 7021 Columbia Gateway Drive, Suite 500, Columbia, MD 21046 (“Tenable”), and you (“You”), the party
licensing Software and/or downloading the Plugins through Tenable’s subscription service (as each capitalized term
is defined below). This Agreement covers Your permitted use of the Software and/or the Plugins, as applicable
(collectively, the “Licensed Materials”). BY EXECUTING THIS AGREEMENT IN WRITING YOU INDICATE
YOUR ACCEPTANCE OF THIS AGREEMENT AND YOU ACKNOWLEDGE THAT YOU HAVE READ ALL
OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTAND THEM, AND AGREE TO
BE LEGALLY BOUND BY THEM. If You do not agree with the terms of this Agreement, You may not use the
Licensed Materials. The Licensed Materials can only be provided to You by Tenable. The term “Agreement”
includes any exhibits to the document.
1.
Grant of Licenses.
(a) Software License Grant. “Software” means (i) Nessus 5.x or higher that You download from any
authorized Tenable website, including www.nessus.org, or obtain via Tenable authorized CD or any other
Tenable authorized method; (ii) the associated user manuals and user documentation, if any, as well as any
patches, updates, improvements, additions, enhancements and other modifications or revised versions of
Nessus 5.x or higher that may be provided to You by Tenable from time to time that were developed by
Tenable; and (iii) any Nessus daemons, command line interfaces, web server, application programming
interfaces (“APIs”), and/or any graphical user interfaces You obtain from Tenable that were developed by
Tenable. Any software that is not marked as copyrighted by Tenable is not Software as defined under this
Agreement and is subject to other license terms as described in the documentation. For the avoidance of
doubt, any components or software licensed as part of an open source license, if any, are not considered
“Software.” If You have obtained a copy of the Software, subject to the terms and conditions, and Your
acceptance, of this Agreement, Tenable grants to You a perpetual, non-exclusive, non-transferable license in
object code form only to use the Software (i) solely for Your internal operations and internal security purposes
to seek and assess information technology vulnerabilities and misconfigurations for Your own networks or
that you are otherwise authorized to scan; and (ii) provided that You have received all required consents, to
provide services to third parties to seek and assess information technology vulnerabilities and
misconfigurations on the third party’s network. Any rights in the Software not granted in this Agreement are
expressly reserved by Tenable. You are entitled to one copy of the Software. If you license additional copies
of the Software, they must be paid for separately and will be subject to their own terms and conditions.
(b) Plugins License Grant. “Plugins” means any plugins (and related updates) that are marked as
copyrighted by Tenable. Any plugins or components that are not marked as copyrighted by Tenable are not
Plugins as defined under this Agreement and are subject to other license terms. Subject to the terms and
conditions of this Agreement, Tenable grants to You for the Term (as defined below) a non-exclusive, nontransferable license in object code form only to use the Plugins as permitted in conjunction with the Software
licensed in Section 21(c). The Plugins include vulnerability detection programs not developed by Tenable or
its licensors and which are licensed to You under separate agreements. The terms and conditions of this
Agreement do not apply to such vulnerability detection programs.
(c) Products. Tenable licenses several variations of the Software, described in more detail below.
Tenable reserves the right to withdraw features from the Software or move features between variations of the
Software provided that either: (1) the core functionality of the Software remains the same; or (2) You are
offered a license to the product to which the functionality was moved.
(i)
Nessus Home. Nessus Home is non-commercial Software that permits You to use the
Plugins in conjunction with the Software for Your personal use solely to detect vulnerabilities only on Your
own personal system (or for Your own personal network) that You use for non-commercial purposes or on
Tenable Network Security, Inc.
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Nessus Software License and Subscription Agreement v13 03.03.15
the personal system (or for the personal network) of another natural person in a non-commercial
arrangement. You are not eligible to use Nessus Home if You are a corporation, a governmental entity or
any other form of organization. You may not use Nessus Home to use the Plugins on a computer owned by
Your employer or otherwise use the Plugins for the benefit of or to perform any services for any
corporation, governmental entity or any other form of organization. When using Nessus Home, Tenable
may collect scan data from You (including results, configuration, and gathered artifacts) in order to provide
feedback to Tenable and improve the Software. You may not use Nessus Home with Nessus Manager or
with any Software that is managed by a Nessus Manager installation. Tenable does not provide any
support services in connection with Nessus Home.
(ii)
Nessus Professional. Nessus Professional is commercial Software that permits You to
use the Plugins in conjunction with the Software to detect vulnerabilities only on Your system or network,
a system or network that you are otherwise authorized to scan, or on the system or network of a third party
for which You perform scanning services, auditing services, incident response services, quality assurance
and other lab testing, vulnerability assessment services or other security consulting services; provided that
You have paid the applicable Fee for each copy of the Software in conjunction with which You will use the
Plugins. If You use a supported commercial version of Nessus Professional, Tenable will supply You
during the term with reasonable online and email support 24 hours a day, 7 days a week, for the Software.
(iii)
Nessus Manager. Nessus Manager is commercial Software that permits You to use the
Plugins in conjunction with the Software to detect vulnerabilities only on Your system or network, a system
or network that you are otherwise authorized to scan, or on the system or network of a third party for which
You perform scanning services, auditing services, incident response services, quality assurance and other
lab testing, vulnerability assessment services or other security consulting services. You may only use
Nessus Manager for the number of Hosts for which you have paid all applicable Fees. A “Host” is any
scanned device that can have a unique tag pushed to it (via a registry entry, text file, etc.), one that can have
a unique identifier (CPU ID, Instance ID, Agent ID, IP Address, MAC Address, NetBIOS Name, etc.)
pulled from it, or is addressable via URI or URL (i.e., http://www.tenable.com). Your license to use
Nessus Manager also will provide You with access to a limited number (equivalent to the Host count) of
Nessus agents that You may install on endpoints. Nessus Manager allows multiple users to access the
Software. You agree that You are responsible for the use by any of the users permitted to access the
Software. Nessus Manager allows You to manage multiple scanners from one installation, at a rate of one
scanner for each 256 Hosts licensed up to 10,240 Hosts, and one scanner for each 512 Hosts after that. You
may only manage scanners that You have received all appropriate authorizations to use. If You use a
supported commercial version of Nessus Manager, Tenable will supply You during the term with
reasonable phone, online and email support 24 hours a day, 7 days a week, for the Software.
2.
Other Use.
(a) Training Organizations. Notwithstanding the prohibition on commercial use in Section 21(c)(i),
if You are a training organization authorized by Tenable, You may use the Licensed Materials, and provide
access to the Licensed Materials to students, in and for the classroom setting only. Upon completion of the
class, the student’s right to use the Licensed Materials is terminated and any students wishing to use the
Licensed Materials must register for, and pay any applicable fees associated with, their own subscription. You
may not use the Licensed Materials granted to You for training purposes to secure Your or any third party’s
networks or in any other way except for classroom training in a non-production environment. Tenable may
terminate access to any free Licensed Materials under this Section 2(a) at it sole discretion at any time.
(b) Evaluations. Upon Your request and subsequent approval by Tenable, You may receive access to
evaluate the Licensed Materials. Such evaluation may take the form of limited access to Nessus Professional
or Nessus Manager. Such evaluation may also take the form of an on-demand evaluation where You may use
Nessus Home commercially for a limited period of time as specified by Tenable. Unless otherwise agreed to
by Tenable, an evaluation will only be provided once. You must purchase a subscription to the Licensed
Materials to continue to use them commercially after the evaluation period ends. You may not use an
evaluation subscription in a production capacity, to scan third party networks, or to provide a service to Your
customers.
Tenable Network Security, Inc.
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Nessus Software License and Subscription Agreement v13 03.03.15
(c) Custom Nessus Plugin Development and Distribution. Tenable allows users to write and
develop new Nessus plugins; however, You must have an active Nessus subscription in order to add plugins
to Your Nessus scanner. You may use the Tenable ".inc" files provided with the Licensed Materials, as well
as the built-in NASL functions to write custom plugins for Your internal use and internal redistribution,
provided, however, that they may not be privately or publicly distributed, whether for free or for a fee. Plugin
writers should also be aware that many of the APIs available in the NASL language and various ".inc" libraries
may be used to write custom plugins, but such plugins may only be distributed within Your organization and
may not be distributed publicly, whether for free or for a fee. For example, custom plugins that specifically
make use of authenticated logins to remote systems via Secure Shell or Windows Domain, that use the libraries
included in the Licensed Materials or that have previously been distributed by Tenable, may not be publicly
distributed. To ensure that Your custom plugins do not make use of a library that prohibits public distribution,
You should audit them to determine which libraries are being invoked and then read each corresponding
license.
3.
Term.
This Agreement commences on the date on which You execute this Agreement or execute a Purchase
Order (whichever occurs first) (the “Effective Date”) and continues until it is terminated according to the terms of
this Agreement (the “Term”). The initial subscription commences on the Effective Date and continues as follows:
(i) if You subscribe to Nessus Home, until it is terminated according to the terms of this Agreement; or (ii) if You
subscribe to Nessus Professional or Nessus Manager, a period of one (1) year until midnight before the anniversary
of the Effective Date, unless terminated earlier according to the terms of this Agreement. If You subscribe to
Nessus Professional or Nessus Manager, You may extend the subscription for additional one (1) year periods so
long as You continue to pay the applicable Fees in accordance with this Agreement and Tenable is making the
Licensed Materials commercially available.
4.
Intellectual Property.
This Agreement does not transfer to You any title to or any ownership right or interest in the Licensed
Materials. You acknowledge that Tenable owns and retains all right, title and interest in and to the Licensed
Materials. All enhancements, modifications and derivative works that Tenable or any Tenable-authorized third
party makes to the Licensed Materials or accompanying documentation, and all intellectual property rights therein,
will be the property of Tenable. Your rights with respect to the Licensed Materials are limited to the right to use the
Licensed Materials pursuant to the terms and conditions in this Agreement. Any rights in or to the Licensed
Materials (including rights of use) not expressly granted in this Agreement are reserved by Tenable.
5.
No Reverse Engineering, Other Restrictions.
You may not directly or indirectly: (i) sell, lease, redistribute or transfer any of the Licensed Materials on a
stand-alone basis; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to derive, obtain or modify the
source code of the Licensed Materials; (iii) reproduce, modify, translate or create derivative works of all or any part
of the Licensed Materials; (iv) rent, lease or loan the Licensed Materials in any form to any third party; (v) remove,
alter or obscure any proprietary notice, labels, or marks on the Licensed Materials; or (vi) sell, resell, loan or
otherwise provide access to third parties to the APIs, Nessus client interface, or Nessus communication interface
shipped by Tenable and provided to You. You may not sublicense any of the rights granted to You in this
Agreement. You may not distribute or otherwise provide the Licensed Materials to third parties unless authorized to
do so in writing by Tenable. You are responsible for all use of the Licensed Materials and for compliance with this
Agreement; any breach by You or any user using the Licensed Materials on Your behalf shall be deemed to have
been made by You. You may not copy the documentation as You agree it is provided to You under copyright
protection. You may not use the Licensed Materials if You are, or You work for, a competitor of Tenable’s in the
network security software industry. For the avoidance of doubt, You may not include or redistribute the Licensed
Materials on physical or virtual appliances to perform on-site scans.
6.
Restrictions on Third Party Use and Access.
You may permit a third party (a “Third Party”) to (a) use the Licensed Materials to perform security services
for Your business or (b) administer the Licensed Materials, each provided that: (i) any such Third Party use or
Tenable Network Security, Inc.
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Nessus Software License and Subscription Agreement v13 03.03.15
administration is for Your sole benefit and on Your behalf; (ii) You acknowledge that You shall be legally responsible
for the Third Party’s use of the Licensed Materials including any obligations arising from such use and any breach by
the Third Party of the terms and conditions of the Agreement, including Section 7 (Confidentiality); (iii) usage by You
and the Third Party, when taken together, does not at any time exceed the usage restrictions imposed under this
Agreement; and (iv) such Third Party is not a competitor of Tenable’s. You agree not to deliver or otherwise make
available the Licensed Materials, in whole or in part, to any party other than Tenable, except for purposes specifically
related to Your use of the Licensed Materials, without Tenable’s prior written consent. You agree to use Your
commercially reasonable efforts and to take all reasonable steps to ensure that no unauthorized parties have or use the
Licensed Materials and that no unauthorized copy, publication, disclosure or distribution of the Licensed Materials,
in whole or in part, in any form is made by You or any third party. You agree to notify Tenable promptly of any
unauthorized access to, or use, copying, publication, disclosure or distribution of the Licensed Materials. You
acknowledge that the Licensed Materials contain valuable Confidential Information and trade secrets of Tenable or
its affiliates and their licensors or suppliers.
7.
Confidentiality.
(a) As used in this Agreement, “Confidential Information” means any and all information and material
of a party that: (i) is marked “Confidential,” “Restricted,” or “Confidential Information” or other similar
marking; (ii) is known by the party receiving it under this Agreement (the “Receiving Party”) to be
confidential or proprietary; or (iii) from all the relevant circumstances, a reasonable person would understand
to be confidential or proprietary. Tenable’s Confidential Information includes the Licensed Materials.
Confidential Information does not include any information that the Receiving Party can prove: (a) was already
known to the Receiving Party without restrictions at the time of its disclosure by the other party (the
“Disclosing Party”); (b) after its disclosure by the Disclosing Party, is made known to the Receiving Party
without restrictions by a third party having the right to do so; (c) is or becomes publicly known without
violation of this Agreement; or (d) is independently developed by the Receiving Party without reference to
the Disclosing Party’s Confidential Information. Confidential Information will remain the property of the
Disclosing Party, and the Receiving Party will not be deemed by virtue of this Agreement or any access to the
Disclosing Party’s Confidential Information to have acquired any right, title or interest in or to the Disclosing
Party’s Confidential Information. The Receiving Party may not copy any of the Disclosing Party’s
Confidential Information without the Disclosing Party’s prior written permission. The Receiving Party may
not remove any copyright, trademark, proprietary rights or other notices included in or affixed to any of the
Disclosing Party’s Confidential Information. Other than using the Licensed Materials in accordance with the
terms of this Agreement, You may not use Tenable’s Confidential Information for Your or a third party’s
benefit, competitive development or any other purpose. The Receiving Party agrees: (I) to hold the Disclosing
Party’s Confidential Information in strict confidence; (II) to limit disclosure of the Disclosing Party’s
Confidential Information to the Receiving Party’s own employees having a need to know the Confidential
Information for the purposes of this Agreement or those of any Third Party, as specified in Section 6; (III) not
to disclose the Disclosing Party’s Confidential Information to any third party other than to a Third Party as
specified in Section 6; (IV) to use the Confidential Information solely and exclusively in accordance with the
terms of this Agreement in order to carry out the Receiving Party’s obligations and exercise the Receiving
Party rights under this Agreement; (V) to afford the Disclosing Party’s Confidential Information at least the
same level of protection against unauthorized disclosure or use as the Receiving Party normally uses to protect
its own information of a similar character, but in no event less than reasonable care; and (VI) to notify the
Disclosing Party promptly of any unauthorized use or disclosure of the Disclosing Party’s Confidential
Information and to cooperate with and assist the Disclosing Party in every reasonable way to stop or minimize
such unauthorized use or disclosure. Tenable is not willing to accept any confidential information or any
personal information from You under this Agreement unless you are licensing Nessus Professional or Nessus
Manager. Tenable recognizes that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C.
552, which requires that certain information be released, despite being characterized as “confidential” by the
Tenable.
(b) You acknowledge that Tenable does not require any personally identifiable information, (beyond
name, phone number and email) from You for any reason whatsoever, including without limitation in order
for Tenable to provide the Licensed Materials or any associated support. However, If You disclose any
information that is “Nonpublic Personal Information”, as defined in Title V of the Gramm-Leach-Bliley Act
of 1999, or any successor federal statute, and the rules and regulations thereunder, all as may be amended or
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supplemented from time to time, or “Protected Health Information (‘PHI’)”, as defined in the Health Insurance
Portability and Accountability Act of 1996, or any successor federal statute, and the rules and regulations
thereunder, all as may be amended or supplemented from time to time, for which You have separate
obligations, You will notify Tenable immediately. Upon such written notification, Tenable will take steps to
return or destroy the Nonpublic Personal Information or PHI as quickly as reasonably possible and will protect
such information in accordance with Your reasonable instructions prior to returning or destroying it. This
should not be read as to alleviate any requirement on You to keep such information confidential and Tenable
does not assume any liability with respect to Your disclosure whether willful or accidental.
8.
Warranty and Disclaimer.
(a) Licensed Materials. Tenable warrants that, for a period of thirty (30) days from the Effective Date
(the “Warranty Period”), the unmodified Licensed Materials will, under normal use, substantially perform the
functions described in their technical documentation. If there is a breach of this warranty, then Tenable’s sole
obligation, and Your exclusive remedy, will be for Tenable, at its option, to correct the performance of the
Licensed Materials at no charge so that it substantially performs the functions described in its technical
documentation or to replace the Licensed Materials. You acknowledge that the remedies described in the
preceding sentence are sufficient and cannot fail of their essential purpose.
(b) Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 8(a), TENABLE
DOES NOT MAKE ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR
STATUTORY, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INTEGRATION,
PERFORMANCE AND ACCURACY, AND ANY IMPLIED WARRANTIES ARISING FROM
STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE,
OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF
EXCLUSION, RESTRICTION, OR MODIFICATION UNDER APPLICABLE LAW. TENABLE
MAKES NO WARRANTY THAT THE LICENSED MATERIALS WILL OPERATE ERROR-FREE,
FREE OF ANY SECURITY DEFECTS OR IN AN UNINTERRUPTED MANNER.
9.
Limitation of Liability.
IF YOU SHOULD BECOME ENTITLED TO CLAIM DAMAGES FROM TENABLE (INCLUDING
FOR NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, MISREPRESENTATION AND OTHER
CONTRACT OR TORT CLAIMS) TENABLE WILL BE LIABLE ONLY FOR THE AMOUNT OF YOUR
ACTUAL DIRECT DAMAGES, NOT TO EXCEED (IN THE AGGREGATE FOR ALL CLAIMS) THE FEES, IF
ANY, YOU PAID TO TENABLE UNDER THIS AGREEMENT WITHIN THE TWELVE MONTH PERIOD
IMMEDIATELY PRECEDING THE EARLIEST DATE ON WHICH THE ACT OR OMMISSION GIVING RISE
TO YOUR CLAIM OCCURRED OR SHOULD HAVE OCCURRED, AS APPLICABLE. The foregoing
limitation of liability shall not apply to (1) personal injury or death resulting from Licensor’s gross negligence; (2)
for fraud; or (3) for any other matter for which liability cannot be excluded by law.
10.
Exclusion of Damages.
UNDER NO CIRCUMSTANCES WILL TENABLE BE LIABLE TO YOU OR ANY OTHER PERSON
OR ENTITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR
PUNITIVE DAMAGES (INCLUDING NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT,
MISREPRESENTATION AND OTHER CONTRACT OR TORT CLAIMS; LOST PROFITS; OR ANY
DAMAGES RESULTING FROM LOSS OF DATA, SECURITY BREACH, PROPERTY DAMAGE, LOSS OF
REVENUE, LOSS OF BUSINESS OR LOST SAVINGS), ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT, THE PERFORMANCE OF THE LICENSED MATERIALS OR OF ANY OTHER
OBLIGATIONS RELATING TO THIS AGREEMENT, WHETHER OR NOT TENABLE HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR
VERIFYING THE SECURITY, ACCURACY AND ADEQUACY OF ANY OUTPUT FROM THE LICENSED
MATERIALS, AND FOR ANY RELIANCE THEREON.
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11.
Additional Provisions Regarding Liability.
The limitations of liability set forth in Sections 9 and 14 will survive and apply notwithstanding the failure
of any limited or exclusive remedy for breach of warranty set forth in this Agreement. The parties agree that the
foregoing limitations will not be read so as to limit any liability to an extent that would not be permitted under
applicable law and specifically will not limit any liability for gross negligence, intentional tortious or unlawful
conduct or damages for strict liability that may not be limited by law.
12.
Indemnification.
(a) Each of the parties acknowledges and agrees that by entering into and performing its obligations
under this Agreement, Tenable will not assume and should not be exposed to the business and operational
risks associated with Your business and your use of the Licensed Materials. You acknowledge that Your use
of the Licensed Materials is only a portion of Your overall security solution and that Tenable is not responsible
for Your overall security solution. The parties acknowledge that the use of the Licensed Materials may affect
the operation of Your network during vulnerability scanning. Tenable shall not be liable to You for any
impairment of the operation of Your network arising from Your use of the Licensed Materials during such
scanning. As between You and Tenable, You are (and Tenable is not) responsible for the success or failure
of such security solution.
The following provision applies only to Nessus Professional and Nessus Manager subscriptions:
(b) Tenable will, at its sole cost and expense, defend (or at its option, settle) and indemnify You and
Your subsidiaries and affiliates, and their officers, directors, employees, representatives and agents, from and
against any and all third party claims brought against You based upon a claim that use of the Licensed
Materials in accordance with this Agreement infringes such third party’s United States patent, copyright or
trademark or misappropriates any trade secret, and will pay all settlements entered into and damages finally
awarded (including reasonable attorneys’ fees) to the extent based on such claim or action, provided that You
give Tenable (a) prompt notice of such action or claim; (b) the right to control and direct the investigation,
defense, and/or settlement of such action or claim in accordance with and to the extent permitted under 28
U.S.C. 516; and (c) reasonable cooperation. If Your use of the Licensed Materials is, or in Tenable’s opinion
is likely to be, the subject of an infringement claim, or if required by settlement, Tenable may, in its sole
discretion and expense, (a) substitute for the Licensed Materials substantially functionally similar noninfringing software; (b) procure for You the right to continue using the Licensed Materials; (c) if the infringing
material consists of Plugins, remove the Plugins in question from the subscription and provide You with a pro
rata refund based upon the total number of Plugins removed relative to the total number of Plugins; or (d)
terminate this Agreement, accept return of the Licensed Materials and refund to You the Fee for the portion
of the Term paid for but not yet received. Tenable has no liability with respect to patent, copyright or
trademark infringement or trade secret misappropriation arising out of: (i) modifications of the Licensed
Materials; (ii) Your use of the Licensed Materials in combination with software (other than the Software) or
third party equipment; (iii) Your failure to use any new or corrected versions of the Licensed Materials made
available by Tenable; or (iv) Your use of the Licensed Materials in a manner not permitted by this Agreement.
This Section 12(b) sets forth Tenable’s sole liability and Your sole and exclusive remedy with respect to any
claim of intellectual property infringement by the Licensed Materials.
13.
Verification.
For the term of this Agreement and one (1) year thereafter, You agree that Tenable or its designee shall
have the right, at its own expense and under reasonable conditions of time and place, and subject to Government
security requirements, to audit and copy all records of Your use of the Software. Upon Tenable’s written approval,
Tenable may instead require You to complete accurately a self-audit questionnaire in a form provided by Tenable.
If an audit reveals unlicensed use of the Licensed Materials, a breach of this Agreement or underpayment of any
Fees by You or Your employees or agents, Tenable shall invoice you for the cost of additional licenses. Tenable
will use information obtained from such audit only to verify and enforce Your compliance with the terms of this
Agreement, to comply with any governmental reporting requirements and for such other purposes as required by
law. The foregoing audit right will not apply to the extent not allowable under applicable law.
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14.
Your Payment Obligations.
You agree to pay any and all amounts due or incurred by You as specified in the invoice for the applicable
subscription to the Licensed Materials (the "Fees"). The invoice may be issued by Tenable or one of its authorized
distributors, as applicable. Payment is due upon delivery of an invoice unless other terms have been agreed upon by
Tenable. Tenable shall state separately on invoices taxes excluded from the fees, and the Customer agrees either to
pay the amount of the taxes (based on the current value of the equipment) to Tenable or provide evidence necessary
to sustain an exemption, in accordance with FAR 52.229-1 and FAR 52.229-3. If You are legally required to make
any deductions, You agree to pay such amounts as are necessary to make the net amounts remaining after such
deductions equal to the stated amount due under this Agreement. The payments or reimbursements will be in such
amounts as are sufficient to relieve Tenable (or the authorized distributor, as applicable) from owing any further taxes,
either directly or on the basis of the payments made under this Agreement. Notwithstanding the foregoing, Tenable
will be solely responsible for its income tax obligations and all employer reporting and payment obligations with
respect to its personnel. If a certificate of exemption or similar document or proceeding is necessary in order to exempt
any transaction from a tax, You will obtain such certificate or document.
15.
Legal Compliance; Restricted Rights.
The Licensed Materials are provided solely for lawful purposes and use. You are solely responsible for,
and agree to perform Your obligations in a manner that complies with all applicable national, federal, state and local
laws, statutes, ordinances, regulations, codes and other types of government authority (including those governing
export control, unfair competition, anti-discrimination, false advertising, privacy and data protection, and publicity
and those identifying and requiring permits, licenses, approvals, and other consents) (“Laws”). If a charge is made
that You are not complying with any such Laws, You will promptly notify Tenable of such charges in writing.
Without limiting the foregoing, You agree to comply with all U.S. export Laws (including the International Traffic
in Arms Regulation (“ITAR”), 22 CFR 120-130, and the Export Administration Regulation (“EAR”), 15 CFR Parts
730 et seq.) and applicable export Laws of Your locality (if You are not in the United States), to ensure that no
information or technical data provided pursuant to this Agreement is exported or re-exported directly or indirectly in
violation of Law or without first obtaining all required authorizations or licenses. No physical or computational
access by nationals of any country listed in Country Group E:1 in Supplement No. 1 to part 740 of the EAR is
permitted. You will, at Your sole cost and expense, obtain and maintain in effect all permits, licenses, approvals and
other consents related to Your obligations under this Agreement. You agree, at Your expense, to comply with all
foreign exchange and other Laws applicable to You. The parties further agree to comply with sanctions
administered by the Department of Treasury’s Office of Foreign Assets Control (“OFAC”) and shall not engage in
prohibited trade to persons or entities on the Specially Designated Nationals (“SDN”) list.
16.
Termination.
(a) Immediately upon termination of this Agreement, You shall destroy or return to Tenable the
Licensed Materials, together with all copies, modifications and merged portions of the Licensed Materials in
any form, and shall certify to Tenable in writing that through Your commercially reasonable efforts and to
Your knowledge all such materials have been destroyed or returned to Tenable and removed from host
computers on which the Licensed Materials resided. However, You may download the then-current version
of the Licensed Materials and enter into a new license under the then-current terms. The removal and deletion
provisions of this Section do not apply to copies of the Licensed Materials that are made pursuant to Your
reasonable back-up and archival policies (under which back-up tapes that will be overwritten in due course
may contain copies of the Licensed Materials), provided that (i) such copies are only retained by You in the
course of Your back-up procedures, (ii) such copies will be deleted within a reasonable period of time in the
normal course of overwriting under the back-up process, and (iii) such copies never be used to exceed the
license restrictions under this Agreement.
(b) Any provision of this Agreement that imposes or contemplates continuing obligations on a party,
including Sections 4, 5, 6, 7, 9, 14, 11, 13, 16, 17, 22, and 23 will survive the expiration or termination of this
Agreement.
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17.
Governing Law and Dispute Resolution.
(a) This Agreement shall be governed by the Federal laws of the United States, without regard to
choice-of-law rules or principles.
(b)
Reserved.
(c) The Licensed Materials are licensed subject to Tenable’s standard commercial agreement (this
Agreement); the Licensed Materials are commercial items as defined by the Federal Acquisition Regulation
(FAR) System, Title 48 of the Code of Federal Regulations. Tenable licenses the Licensed Materials to You
pursuant to the terms of this Agreement and not any clause identified in FAR Part 27, DFARS Part 227, or
any other government agency data rights clause, except that, if You are a government entity and the Agreement
is subject to FAR 52.227-14), Tenable agrees that that clause supplements the other terms of this Agreement.
(d) You expressly agree with Tenable that this Agreement shall not be governed by the U.N.
Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
No aspect or provision of the Uniform Computer Information Transactions Act shall apply to this Agreement.
18.
Notices.
Any notices or other communication required or permitted to be made or given by either party pursuant to
this Agreement will be in writing, in English, and will be deemed to have been duly given when delivered if
delivered personally or sent by recognized overnight express courier, to the address specified herein or such other
address as a party may specify in writing. Tenable may also provide notices to You via an email address You have
provided to Tenable. All notices to Tenable shall be sent to the attention of the Legal Department, at Tenable
Network Security, 7021 Columbia Gateway Drive, Suite 500, Columbia, MD 21046.
19.
Transfer and Assignment.
You may not rent, lease, lend, sublicense or otherwise provide the Licensed Materials to any third party,
except as expressly provided in this Agreement. You may not assign or otherwise transfer this Agreement without
Tenable’s prior written consent. You may use the Licensed Materials to provide services to third parties only as
expressly provided in this Agreement.
20.
Language.
The language of this Agreement is English and all invoices and other documents given under this
Agreement must be in English to be effective. No translation, if any, of this Agreement or any notice will be of any
effect in the interpretation of this Agreement or in determining the intent of the parties.
21.
Third Parties.
This Agreement is not intended nor will it be interpreted to confer any benefit, right or privilege in any
person or entity not a party to this Agreement. Any party who is not a party to this Agreement has no right under
any Law to enforce any term of this Agreement.
22.
Trademarks.
Nessus, ProfessionalFeed, HomeFeed, Tenable Network Security and Tenable’s “hexagon” logo are
registered trademarks of Tenable. Tenable’s other logos, including the “eye” logo, are also trademarks of Tenable.
Tenable does not grant to You, either expressly or by implication, any license or permission under this Agreement to
use any of the Tenable marks (including trademarks, service marks, trade names, trade dress, symbols, logos,
designs, domain names, slogans and other source identifiers).
23.
General.
This Agreement constitutes the entire agreement between the parties, and supersedes all other prior or
contemporaneous communications between the parties (whether written or oral) relating to the subject matter of this
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Agreement, provided, however, that this Agreement will not supersede (and will be subject to) any written
agreements signed by both Tenable and You that contain license terms for the Licensed Materials and that
specifically provide that such agreements are intended to supersede license agreements that may be included in
subsequent orders of the Licensed Materials. Tenable will provide a reasonable replacement for damaged or lost
Licensed Materials for You at no charge. No supplement, modification or amendment of this Agreement shall be
binding, unless executed in writing by a duly authorized representative of each party to this Agreement. The
provisions of this Agreement will be deemed severable, and the unenforceability of any one or more provisions will
not affect the enforceability of any other provisions. In addition, if any provision of this Agreement, for any reason,
is declared to be unenforceable, the parties will substitute an enforceable provision that, to the maximum extent
possible under applicable law, preserves the original intentions and economic positions of the parties. Unless
Tenable agrees otherwise, You may agree that Tenable may use Your name in a customer list subject to the
restriction in GSAR 552.203-71. Neither party shall be liable for any loss or delay (including failure to meet the
service level commitment) resulting from any force majeure event, including, but not limited to, acts of God, fire,
natural disaster, terrorism, labor stoppage, Internet service provider failures or delays, civil unrest, war or military
hostilities, criminal acts of third parties, and any payment date or delivery date shall be extended to the extent of any
delay resulting from any force majeure event. No failure or delay by a party in exercising any right, power or
remedy will operate as a waiver of that right, power or remedy, and no waiver will be effective unless it is in writing
and signed by the waiving party. If a party waives any right, power or remedy, the waiver will not waive any
successive or other right, power or remedy the party may have under this Agreement. Any provision of this
Agreement that imposes or contemplates continuing obligations on a party will survive the expiration or termination
of this Agreement. “Including” and its derivatives (such as “include” and “includes”) mean including without
limitation; this term is as defined, whether or not capitalized in this Agreement.
IN WITNESS WHEREOF, You and Tenable have each caused this Agreement to be signed and delivered by its
duly authorized officer.
__________________________________
TENABLE NETWORK SECURITY, INC.
By:
By:
Printed Name:
Printed Name:
Title:
Title:
Date:
Date:
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