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immixTechnalagy, Ir~c <br />asutssidraryaf &nmatG~ip <br />charged commercially. Software maintenance as a service is <br />billed arrears in accordance with 31 U.S.C. 3324. <br />related Confidential Information of Contractor and all copies <br />thereof, whether or not modified or merged into other materials. <br />Software maintenance as a service is billed in arrears in <br />accordance with 31 U.S.C. 3324. <br />b. If purchased by Ordering Activity, Contractor, through <br />the applicable Manufacturer, shall provide Maintenance Services <br />for the Software pursuant to the applicable Manufacturer's then <br />current Maintenance Services Policy. Fees or rates for such <br />Maintenance Services are set forth in Attachment B. <br />c. Invoices for maintenance service shall be submitted by <br />the Contractor on a quarterly or monthly basis, after the <br />completion of such period. Maintenance charges must be paid in <br />arrears (31 U.S.C. 3324) for Maintenance as a Service. <br />PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE <br />SHOWN ON THE INVOICE. <br />6. PERIODS OF TERM LICENSES (SIN 132-32) AND <br />MAINTENANCE (SIN 132-34) <br />a. The Contractor shall honor orders for periods for the <br />duration of the contract period or a lessor period of time. <br />b. Term licenses and/or maintenance may be <br />discontinued by the Ordering Activity on thirty (30) calendar days <br />written notice to the Contractor. <br />c. Annual Funding. When annually appropriated funds <br />are cited on an order for term licenses and/or maintenance, the <br />period of the term licenses and/or maintenance shall <br />automatically expire on September 30 of the contract period, or at <br />the end of the contract period, whichever occurs first. Renewal of <br />the term licenses and/or maintenance orders citing the new <br />appropriation shall be required, if the term licenses and/or <br />maintenance is to be continued during any remainder of the <br />contract period. <br />d. Cross-Year Funding Within Contract Period. Where an <br />Ordering Activity's specific appropriation authority provides for <br />funds in excess of a 12 month (fiscal year) period, the Ordering <br />Activity may place an order under this schedule contract for a <br />period up to the expiration of the contract period, notwithstanding <br />the intervening fiscal years. <br />e. Ordering Activities should notify the Contractor in <br />writing thirty (30) calendar days prior to the expiration of an order, <br />if the term licenses and/or maintenance is to be terminated at <br />that time. Orders for the continuation of term licenses and/or <br />maintenance will be required if the term licenses and/or <br />maintenance is to be continued during the subsequent period. <br />CONVERSION FROM TERM LICENSE TO <br />PERPETUAL LICENSE <br />Conversion from term licenses to perpetual licenses for any or all <br />Software is not available under the scope of this contract. <br />Outside the scope of this contract, the Ordering Activity may <br />contact the Manufacturer directly to discuss the permissibility, <br />costs and operation of such conversion(s). Contractor agrees to <br />reasonably assist Ordering Activity in this regard. <br />8. TERM LICENSE CESSATION <br />If a term Software license granted hereunder terminates for any <br />reason, Ordering Activity shall (i) cease using the applicable <br />Software, Documentation, and related Confidential Information, <br />and (ii) certify to Contractor within thirty (30) days after <br />termination that Ordering Activity has destroyed, or has returned <br />to Contractor or its Manufacturer the Software, Documentation, <br />9. UTILIZATION LIMITATIONS - (SIN 132-32, SIN <br />132.33, AND SIN 132-34) <br />a. Software acquisition is limited to commercial computer <br />software defined in FAR Part 2.101. <br />b. When acquired by the Ordering Activity, commercial <br />computer Software and related Documentation shall be subject to <br />the following: <br />(1) Title to and ownership of the Software and <br />Documentation shall remain with the Contractor or its <br />Manufacturer or licensors, unless otherwise specified. Contractor <br />and its Manufacturers reserve all rights in and to the Software <br />and Documentation not expressly granted to Ordering Activity <br />herein. <br />(2) United States Government Legends. The Software, <br />Documentation and any other technical data provided hereunder <br />is commercial in nature and developed solely at private expense. <br />The Software is delivered as "Commercial Computer Software" <br />as defined in DFARS 252.227-7014 (June 1995) or as a <br />"Commercial Item" as defined in FAR 2.101(a) and as such is <br />provided with only such rights as are provided in Manufacturer's <br />standard commercial license for the Software. Technical data is <br />provided with limited rights only as provided in DFAR 252.227- <br />7015 (Nov. 1995) or FAR 52.227-14 (June 1987), whichever is <br />applicable. <br />Contractor grants Ordering Activity only those utilization rights <br />(and reserves the same utilization limitations) as specified in the <br />applicable Manufacturers commercial license terms, a <br />description of which is set forth on Attachment A to this schedule <br />pricelist and incorporated herein. <br />Notwithstanding the forgoing, Contractor acknowledges and <br />agrees that Ordering Activity shall have the minimum restricted <br />rights as set forth in b(4) below. <br />(3) Except as is provided in paragraph 8.b(2) above, the <br />Ordering Activity shall not provide or otherwise make available <br />the Software or Documentation, or any portion thereof, in any <br />form, to any third party without the prior written approval of the <br />Contractor. Third parties do not include prime Contractors, <br />subcontractors and agents of the Ordering Activity who have the <br />Ordering Activity's permission to use the licensed software and <br />documentation at the facility, and who have agreed to use the <br />licensed Software and Documentation only in accordance with <br />these restrictions. This provision does not limit the right of the <br />Ordering activity to use Software, Documentation, or information <br />therein, which the Ordering Activity may already have or obtains <br />without restrictions. <br />(4) The Ordering Activity shall have the right to use the <br />computer Software and Documentation with the computer for <br />which it is acquired at any other facility to which that computer <br />may be transferred, or in cases of Disaster Recovery, the <br />Ordering Activity has the right to transfer the Software to another <br />site if the Ordering Activity site for which it is acquired is deemed <br />to be unsafe for Ordering Activity personnel; to use the computer <br />Software and Documentation with a backup computer when the <br />primary computer is inoperative; and to copy computer Software <br />for safekeeping (archive) or backup purposes; to modify the <br />software and documentation or combine it with other software, <br />provided that the unmodified portions shall remain subject to <br />these restrictions. <br />--- <br />GS-35F-0265X www.immixtechnolooy.corn <br />