Addendum to Commercial Agreements - Version 3.0

Addendum to Commercial Agreements
The Contractor acknowledges and agrees this Addendum will become a binding part of any contract with the U.S. Senate, Office of the Sergeant at Arms (“SAA”) in the event Contractor’s proposal is accepted and selected for award and shall be an attachment to the Commercial License Agreement, whether called an End User License Agreement, Terms of Service, Maintenance Agreement, or another similar legal instrument or agreement (collectively referred to as “License Agreement”). The SAA accepts commercial terms in the License Agreement only to the extent that those terms do not conflict with Federal law and US Senate Procurement Regulations (“Regulations”). The following terms have been determined unacceptable to the SAA as a result of a conflict with Federal law, the Regulations or an incompatibility with the SAA or Senate needs. Any such terms in the Contractor’s License Agreement will be null and void as between the Contractor and the SAA, and those terms will have no force or effect in any resulting contract. In the event of any conflict or inconsistency between the terms in this Addendum or the Senate Purchase Order clauses and the terms of the License Agreement, the Contractor agrees that the terms of this Addendum and the Senate Purchase Order clauses will supersede and be controlling. 1.

Unauthorized Obligations
(a) When any supply or service acquired under this License Agreement, as modified by this Addendum, is subject to any commercial supplier agreement (as defined in 48 C.F.R. § 502.101) that includes any language, provision, or clause requiring the SAA to pay any future fees, penalties, interest, attorney fees, legal costs or to indemnify the contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. § 1341(a)), the following shall govern:
(1) Any such language, provision, or clause is unenforceable against the SAA. (2) No end-user authorized by the SAA or Senate shall be deemed to have agreed to such clause by virtue of it appearing in the commercial supplier agreement. If the commercial supplier agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the SAA or any SAA authorized end-user to such clause.
(3) Any such language, provision, or clause is deemed stricken from the commercial supplier agreement.

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Third-Party Claims / Indemnification