Attachment 1: License Agreement Addendum.vF

Commercial Data Hub Pilot Program

RFP No. 1331L524R13OS0005

ATTACHMENT 1: LICENSE AGREEMENT ADDENDUM

product(s) form the Contractor Product as offered in response to Request for Proposal (RFP) 1331L524R13OS0005. The defined terms in this addendum are those used in the RFP, unless otherwise noted.
This attachment shall function as an addendum to the Contractor's standard license terms and conditions that the Contractor customarily uses in connection with its commercial offerings of the Contractor Product (the "Commercial License").
The Contractor hereby agrees to the following modifications and amendments of the Commercial License, to the extent such terms exist in the Commercial License, and to disclaim any inconsistencies with federal procurement law and the Government requirements as stated in the RFP: a.) The Commercial License shall be governed solely by U.S. Federal law and venue. b.) "Click through" licensing and acceptance purporting to bind the Government as end user to terms not part of the RFP and resultant prime contract are disavowed and shall be disabled or not included or shall have no effect.
c.) The Government will not have any indemnification obligations to the Contractor or any other third party in connection with the Commercial Product.
d.) Any price escalation, reimbursement, surcharges, liquidated damages and audit costs sought to be imposed on the Government are revoked in favor of the terms and procedures of the RFP and resulting prime contract.
e.) Any provisions seeking to impose penalties on the Government for late payment are revoked and shall be governed by the prime contract and the Prompt Payment Act. f.) Any provisions seeking to impose attorney fees on the Government are revoked in favor of any applicable provision in the prime contract, and the Equal Access to Justice Act, if applicable.
g.) Any provisions that seek to assess or impose liability on the Government for taxes are revoked in favor of federal law and any applicable terms of the prime contract. h.) Any provisions that attempt to impose the license terms of any third party upon the Government are hereby revoked in favor of the terms of the RFP assertions procedures and any resultant prime contract.
i.) Any provisions that impose any automatic renewal obligations in connection with the Commercial Product or any other obligations that would violate the Anti-Deficiency Act, 31 U.S.C. 1341, are disclaimed.

Commercial Data Hub Pilot Program