Attachment 15: NGA License Agreement

UNCLASSIFIED

Addendum to License Agreement or Terms of Use
Addendum as an attachment to the License Agreement (whether called an End User License Agreement, Terms of Use, Terms and Conditions, or some. other name) connected to offerer agrees that in the event of any conflict or inconsistency between the terms in this Addendum and the terms of the License Agreement or any other addendum or supplement thereto, whether executed or otherwise agreed to before or after the execution of this Addendum, the terms of this Addendum will supersede and be controlling. The offeror acknowledges that this Addendum will become a binding part of its contract with the Government.
The Government accepts commercial terms in a License Agreement only to the extent that those terms do not conflict with Federal law and only to the extent those terms meet the Government's needs. The following terms, when they appear in a License Agreement, have been determined unacceptable to the Government as a result of a conflict with Federal law or as a result of incompatibility with the Government's needs. Any such terms in the offeror's License Agreement will be null and void as between the offeror and the Government, and those terms will have no force or effect in any resulting contract. Upon execution of this agreement by the Contracting Officer, the Offeror shall transfer, assign, and convey to the Government all rights, title, and interest in and to the services, subscriptions, licenses, and any other benefits arising from or related to such agreement for the entire period of performance (PoP) specified therein.
General Indemnity (by the
The Government does not agree to indemnify any party
government)
because such agreements may violate the Anti-Deficiency Act, 31 U.S.C. § 1341(a)(l )(B). Any such clause is hereby modified as follows:

Patent Indemnity (by the
contractor)

Recourse against the United States for any alleged
breach of this agreement must be as a dispute under the contract disputes clause (Contract Disputes Act). While a dispute is pending, the Contractor shall proceed
diligently with performance of this contract, pending
final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with
any decision of the Contracting Officer.
Clauses giving the contractor control over any claims or disputes involving patent or other intellectual property infringement are not allowable, insofar as only the US