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CONTRACT 6242C AmendmentAgreement No. 6242C A. Issued To B. Order Details C'Package Information Description oiteimpmvm Software Fee Premium Support Total Total Contract Value Quote Number c016331 Valid Until 2025-12-31 Customer Contact Details City ufBSegundo Barbara Voss 35nMain 8t BSegundo, California 80245'3D18 United States Payment Method Wire Transfer Payment Term Net 30 ou,vonov Uao Term Start Date Term End Date Billing Period sEO Jan o1.2Ous Quality Assurance @ JanO1 2026 Policy ' Pop-checkof Jan n1.cooG documents Behavior Map Jan O1.2Ou6 Accessibility JonO1 2020 Aoa|yUns JnnD1 2028 Jan o1.ouzo 7IRM11�� Annual Annual Annual Annual 811111ormul m.s7x.o* 10,673.04 The above amounts exclude VAT, SST orapplicable local tax. This will beadded toyour invoice (only when app|cebe) Notwithstanding anything to the contrary in the Agreement, the subscription services will not automatically renew at the end of the subscription term. u/teirnnmw;Inc, 5mmWest mrdStreet, Suite 500, Bloomington. Minnesota 5marUnited States Agreement No. 6242C GS-35F-036CA GS-35F-036CA. All terms, provisions, and agreements set forth in GS-35F-036CA are hereby incorporated herein by reference with the same Force and effect as though Fully set forth herein. To the extent that the terms set forth in this Agreement are inconsistent with the terms of the GS-35F-036CA, the terms set forth in GS-35F-036CA shall apply. Purchase Order. Customer shall include the GSA contract number and the Siteimprove Quote number on any PO issued under this Agreement. By adding the GSA contract number and Siteimprove Quote number to a PO, each party acknowledges that it has carefully read and agrees: (a) to be bound by the terms of GS-35F-036CA and this Agreement; and (b) the terms of GS-35F-036CA and this Agreement shall supersede any other standard or boilerplate terms and conditions included in any purchase order. E. Signature Signature Name 14(AL- 5\LV6jZ SftIW IN %-XzAM imr) WZ APPROVED AS TO FORM; aj,p David King, Assist Attorney ATTE Susan Truax, City Clerk 0. rM Mary Sharon Brennan, Risk Manager ,2 �31" Page 2 of 7 Siteimprove, [nc, 5600 West 83rd Street, Suite 500, Bloomington, Minnesota 55437, United Stales Agreement No. 6242C Appendix A — Siteimp,rove Services & Intelligence Platform Features Modules Quantity Limit SEO 5,00�O Pages Quality Assurance & Policy 5,000 Pages POF-check of documents 3,000 PDFs Behavior Map 260 Beiiavior Map Accessibility 5,000, Pages Arialyks 3,000A00 Yearly Page Views Page 3 00 Sicimprfwc. Inc.500 WoA 8 A StTC0, SUAC RX), WOONIBrIgWil, i543 7„ Ut�6 vd Suite, Agreement No. 6242C Appendix B — Order Information 1. Purchase Order Information wr=� PO Renewal Contact Email creveles@elsegundo.org If changes are needed please list them here 2. Required Invoice References Reference GS-35F-036CA Customer agrees that, in the event that a PO number is required, Customer's access to the Software Service and any initiation of Professional Services shall be contingent upon receipt by Siteimprove of a duly authorized and valid PO number. For renewing customers with existing access to the Software Services, access to the Software Services shall be suspended until Customer provides a duly authorized and valid PO number. Page 4 of Siteiniprove, Inc, 5600 West 83rd Street, Suite 500, Bloomington, Minnesota 55437, United States Agreement No. 6242C Seiteimprove Appendix C — Company Information Customer Finance department to complete 1. Bill to information If your Bill to address is different to the following address, please enter the information in section 1.1, Bill to Company name City of El Segundo Bill to Street 350 Main St Bill to City ElSegundo Bill to State California Bill to Postal code Bill to Country 1.1 Changes to Bill to address Bill to Company name Bill to Street Bill to City Bill to State Bill to Postal code Bill to Country Is your bill to address information a third party company ❑ Yes ❑ No Page 5 of 7 Sftennpiave, Inc, 5600 West 93rd Sireci, Sutte 500, BlOOnliKkgton, Minnesota 55437, United States Tilling Method If changes are needed please list them here 2.1 Billing Method Email Billing Emails Billing Emails IBM= If changes are needed please list them here 2.2 Billing Method E-invoicing E-invoice Portal Agreement No. 6242C Sitei m, prove AM accountspayable=elsegundo.org@example.com creveles@elsegundo.org sreis@elsegundo.org E-invoice details If changes are needed please list them here 3. Account Payable information Accounts Payable Email Accounts Payable Phone number If changes are needed please list them here . . . ........ 4. Sold to information Below is the address where the Siteimprove Software as a Service/Product will be used. If you have any changes, please contact your internal purchaser to ensure changes are made before signature Sold to Company name City of El Segundo Sold to Street 350 Main St Sold to City ElSegundo Sold to State California Sold to Postal code 90245-3813 Page 6 of 7 Siteimprove, Irke, 5600 West 83rd Street, Suite 500, Btoornington, 'Minnesota 35437, United States Agreement No. 6242C Sold to Country United States 0 5. Sales Tax information 0 Yes 0 No WIRMETS-TUTIMAU I41111111MAII =*- For assistance or if any set-up documentation is required for Siteimprove to complete before an invoice can be processed. please contact accountsreceivable@siteimprove.com. Page 7 of'7 ,heir prove, Ins, 5600 West 83rd Street, Suite 500, Moomington, Minnesota 55437, [Mited States Agreement No. 6242C i GENERAL SER'"VICES ADMINISTRATION Federal Acquisition Service Authorized Federal Supply Schedule FSS Price List On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order are available through GSA Advantage!®, a menu -driven database system. The INTERNET address GSA Advantage!® is: GSAAdvantage.gov. MULTIPLE AWARD SCHEDULE (MAS) FSC GROUP: Information Technology ................. SITEIMPROVE, INC. 5600 W 83rd St Ste 500 Minneapolis, MN 55437 Phone: (855) 748-3467 Fax: (800) 409-5612 Website: w .situhaEpygS m Contract Administrator: Kevin Renner Email: gsa i'"siteini rove.com CONTRACT NUMBER: GS-35F-036CA PERIOD COVERED BY CONTRACT: October 24, 2014 through October 23, 2029 Price List is current through Modification PA-0046, dated August 26, 2024 Business Size: Other than Small Business For more information on ordering, go to the following website: https:llwww.gsa.gov/schedules Agreement No. 6242C 0 Site I improve Schedule Contract CUSTOMER INFORMATION I a. Table of Awarded Special Item Numbers with appropriate cross-reference to page numbers: SIN SIN Descn tton _ 54151ECOM Electronic Commerce andSubscription µ Services OLM Order -Level Materials Note: Contractor has been awarded all SINS under the Cooperative Purchasing and Disaster Recovery programs. lb. Identification of the lowest priced model number and lowest unit price for that model for each special item number awarded in the contract. This price is the Government price based on a unit of one, exclusive of any quantity/dollar volume, prompt payment, or any other concession affecting price. Those contracts that have unit prices based on the geographic location of the customer, should show the range of the lowest price, and cite the areas to which the prices apply. See below. le. If the Contractor is proposing hourly rates a description of all corresponding commercial job titles, experience, functional responsibility and education for those types of employees or subcontractors who will perform services shall be provided. If hourly rates are not applicable, indicate "Not applicable" for this item. See below. 2. Maximum Order: 54151ECOM: $500,000 OLM: $250, 000 3. Minimum Order: $100.00 4. Geographic Coverage (delivery Area): Domestic 5. Point(s) of production (city, county, and state or foreign country): Same as Contractor 6. Discount from list prices or statement of net price: Refer to attached Awarded Pricelist 7. Quantity discounts: None Prompt payment terms: 0%, Net 30 Days. Information for Ordering Offices: Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions. GS-35F-036CA 2 Agreement No. 6242C 0 Siteimprove 9. Foreign items (list items by country of origin): 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. 10a. Time of Delivery (Contractor insert number of days): Specified on Task Order 10b. Expedited Delivery. The Contractor will insert the sentence "Items available for expedited delivery are noted in this price list." under this heading. The Contractor may use a symbol of its choosing to highlight items in its price list that have expedited delivery: Contact Contractor 1 Oc. Overnight and 2-day delivery. The Contractor will indicate whether overnight and 2-day delivery is available. Also, the Contractor will indicate that the schedule customer may contact the Contractor for rates for overnight and 2-day delivery: Contact Contractor 1 Od. Urgent Requirements. The Contractor will note in its price list the "Urgent Requirements" clause of its contract and advise agencies that they can also contact the Contractor's representative to affect a faster delivery: Contact Contractor 11. F.O.B Points: Destination 12a. Ordering Address: Same as Contractor 12b. Ordering procedures: See Federal Acquisition Regulation (FAR) 8.405-3. 13. Payment address: Same as Contractor 14. Warranty provision: Refer to attached GSA Approved EULA 15. Export Packing Charges (if applicable): N/A 16. Terms and conditions of rental, maintenance, and repair (if applicable): N/A 17. Terms and conditions of installation (if applicable): N/A 18a. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices (if applicable): N/A 18b. Terms and conditions for any other services (if applicable): N/A 19. List of service and distribution points (if applicable): N/A 20. List of participating dealers (if applicable): N/A 21. Preventive maintenance (if applicable): N/A GS-35F-036CA Agreement No. 6242C Schedule Contract 22a. Special attributes such as environmental attributes (e.g., recycled content, energy efficiency, and/or reduced pollutants): N/A 22b. If applicable, indicate that Section 508 compliance information is available for the information and communications technology (ICT) products and services and show where full details can be found (e.g. contractor's website or other location.) ICT accessibility standards can be found at: https://www.Section508.gov/. N/A 23. Unique Entity Identifier (UEI) number: NFJMDNM8YQN9 24. Notification regarding registration in System of Award (SAM) database: Registered (5M7D3) GS-35F-036CA 4 Agreement No. 6242C Schedule Contact GSA PRICING SIN MFR NAME Ii PART NO PRODUCT NAME PRODUCT OESCRIP'TION UOI GSA OFFER COO PRICE 4151 ECOM Sitelmprove, Inc, Complete Package- !Siteimprove Federal Quality Assurance, Accessibility, SEO & Policy - ;Per Package 5,10036 OK 2,500 PagesGovernment Web 2,500 pages I Usability -10 Maps I PDF Checker - Package 500 PDFs I Academy Plus I Priority I Premium Support 4151 ECOM Sitelmprove, Inc.. Complete Package - .Siteimprove Federal Quality Assurance, Accessibility, SEO & Policy - Per Package $ 6,365.74 OK 5,000 Pages Government Web 0,000 pages I Usability - 10 Maps I PDF Checker Package POO PDFs I Academy Plus I Priority I Premium 'Support 54151 ECOM ,'Sitelmprove, Inc.. Complete iteimprove Federal uality Assurance, Accessibility, SEO & Policy - Per Package $ 9,612.09 OK Package - 10,000 "overnment Web 10,000 pages I Usability - 10 Maps PDF Checker - Pages Package 00 PDFs I Academy Plus I Priority Premium Support 4151 ECOM Sitelmprove, Inc, Complete Siteimprove Federal QQuality Assurance, Accessibility, SEO & Policy - Per Package $ 11,425.69 OK Package - 15,000 overnment Web 15,000 pages I Usability- 10 Maps PDF Checker - Pages (Package 500 PDFs I Academy Plus I Priority Premium Support 54151 ECOM Sitelmprove, Inc., Complete Siteimprove Federal Quality Assurance, Accessibility, SEO & Policy - Per Package 14,508.82 DK Package - 25,000 Government Web 25,000 pages I Usability - 10 Maps PDF Checker ages Package 500 PDFs I Academy Plus I Priority Premium Support 4151 ECOM Sitelmprove Inc (Complete Siteimprove Federal Quality Assurance, Accessibility, SEO & Policy - Per Package $ 25,390,43 ',DK Package - 50,000 Government Web 50,000 pages I Usability - 10 Maps PDF Checker - Pages Package 500 PDFs I Academy Plus I Priority Premium Support 4151 ECOM Sitelmprove, Inc. PDF Checker Federaliteimprove Sackage Checker (2,500 PDFs) - Requires Complete !Per Package S 680..10 DK (2,500 PDFs) eat aD kage 54151 ECOM Sitelmprove, Inc.. PDF Checker Siteimprove Federal DF Checker (5,000 PDFs) - Requires Complete !Per Package $ 1,133.50 DK 5,000 PDFs) Government Web ('ackage Package 4151ECOM Sitelmprove, Inc. PDF Checker Siteimprove Federal PDF Checker (1 Q000 PDFs) - Requires Per Package 1,813,60 DK 10,000 PDFs) Government Web Complete Package Packa a F4151 ECOM Sitelmprove, Inc.. PDF Checker Siteimprove Federal PDF Checker (25,000 PDFs) - Requires Per Package 3 627,20 JDK 25,000 PDFs) Government Web Complete Package Package 4151 ECOM iSitelmprove, Inc,. DF Checker Siteimprove Federal PDF Checker (50,000 PDFs) - Requires Per Package 6,BOL01 DK �(50,000 PDFs) .Government Web Complete Package Package $ , 4151 ECOM iSiteimprove, Inc. PDF Checker �(100,000 Siteimprove Federal PDF Checker Per Package 9,068.01 DK PDFs) Government Web Complete Pa kage Requires Complete Package Package 4151ECOM Sitelmprove, Inc Web Analytics Siteimprove Federal Web Analytics (500,000 YPVs) Including Behavior Per Package S 1,813:.60 DK �500,000 YPVs) ' Government Web Tracking, Document Downloads and more Package 54151 ECOM Sitelmprove, Inc, Web Analytics (1 'Siteimprove Federal Web Analytics (1 Million YPVs) Including Behavior Per Package $ 2.720.40 DK Million YPVs) ' Government Web 'Tracking, Document Downloads and more Package $ 4151 ECOM Sitelmprove, Inc. Web Analytics (3 Siteimprove Federal WWeb Analytics (3 Million YPVs) Including Behavior Per Package 3,627.20 DK Million YPVs)' Government Web T racking, Document Downloads and more Package 54151 ECOM Sitelmprove, Inc, Web Analytics (6 Siteimprove FederalWeb Analytics (6 Million YPVs) Per Package $ 4,534,01 'DK Million YPVs)' Government Web Including Behavior Tracking, Document Downloads Package and more 54151 ECOM Sitelmprove, Inc Web Analytics (10 Siteimprove Federal Web Analytics (10 Million YPVs) Including Behavior Per Package $6,801.01 DK Million YPVs) Government Web Tracking, Document Downloads and more Package 54151 ECOM Sitelmprove, Inc, Web Analytics (15 Siteimprove Federal Neb Analytics It 5 Million YPVs) Including Behavior Per Package $ 9,068 01 .DK Million YPVs) Government Web Tracking, Document Downloads and more Packa e IOK 54151 ECOM Sitelmprove, Inc..Web Analytics (25 Siteimprove Federal WWeb Analytics (25 Million YPVs) Per Package $ 11,607,05 Million YPVs)' Government Web Including Behavior Tracking, Document Downloads Package and more 54151ECOM 'Sitelmprove, Inc. Web Analytics (35 Siteimprove Federal vVelb Analytics (35 Million YPVs) Including Behavior Per Package $15,23426 iDK Million YPVs) Government Web Tracking, Document Downloads and more Package 4151ECOM ':Sitelmprove, Inc, eb Analytics (50 Siteimprove Federalte7bAnalytics (50 Million YPVs) IncludingBehavior Per Package 19,949„62 'SDK Million YPVs) Government Web , Document Downloads and more Package GS-35F-036CA Agreement No. 6242C � tea. qWr l� Schedule Contract SIN NFR NAME UFR PART NO PRODUCT NAME PRODUCT DESCRIPTION U01 GSA OFFER COO PRICE. 4151 ECOM Sitelmprove, Inc. TVeb Analytics (75 Sileimprove Federal neb Analytics (75 Million YPVs) Including Behavior Per Package $25,390,43 DK Million YPVs) '.Government Web Tracking, Document Downloads and more Packa e 4151ECOM Siteimprove, Inc ,Web Analytics Siteimprove Federal Web Analytics (100 Million YPVs) Including Behavior Per Package $ 29,017.63 DK (100 Million Government Web Tracking, Document Downloads and more YPVs) Package 54151 ECOM Sitelmprove, Inc., GDPR 20,000 Pages Siteimprove Federal SDPR 20,000 Pages and Files— Requires Complete Per Package $5,440,81 DK and Files Government Web Package Package , 4151 ECOM Sitelmprove, Inc,. GDPR 100,000 Pages Siteimprove Federal GDPR 100,000 Pages and Files - Requires Complete Per Package $10,88161 DK nd Files Government Web Package Package 4151 ECOM Sitelmprove, Inc. GDPR 500,000 Pages Siteimprove Federal GDPR 500,000 Pages and Files - Requires Complete Per Package $32,644.84 DK and Files Government Web Package Package 4151ECOM Sitelmprove, Inc.. Elite Support' (Siteimprove Federal Per Package $3,627,20 OK ''.. Government Web Elite Support Plan - Requires Complete Package Package 54151 ECOM Sitelmprove, Inc. (Recurring Siteimprove Federal Per Package $ 4,080„60 OK Manual Government Web AccessibiliV Package Manual Accessibility Audit and Review 4151ECOM Sitelmprove, Inc. Additional Siteimprove Federal Per Package 385.39 OK Recurring Government Web I Additional Manual Accessibility Audit and Review AnnualAudit- Package 54151ECOM Sitelmprove, Inc, Recurring Siteimprove Federal Per Package 4,080.60 OK Manual Government Web Manual Accessibility Audit and Review on Mobile Phone Accessibili Package 54151 ECOM Sitelmprove, Inc„ Additional Recuming Siteimprove Federal 1 Additional accessibility audit and review on mobile Per Package 5385.39 OK Manual Accessibility (Government Web phone Testing with Mobile '.Package GS-35F-036CA Agreement No. 6242C 0, site"improve Schedule Contract Software -as -a -Service Subscription Agreement DEFINITIONS a. Interpretation. Capitalized terms used in these Terms and Conditions will have the meanings ascribed to them in the Agreement or as defined below. Terms other than those defined below will be given their plain English meaning and terms of art having specialized meanings in the software industry will be construed in accordance with industry standards. Unless the context otherwise requires, words importing the singular include the plural and words importing the masculine include the feminine and vice versa where the context so requires. b. "Affiliate" means any entity directly or indirectly controlling or controlled by or in common control with a party, where "control" is defined in this context as the ownership of at least fifty percent (50%) or more of the voting stock or other interest entitled to vote on general decisions reserved to stockholders, partners, or other owners of such entity. An entity shall no longer be an Affiliate when through loss, divestment, dilution or other reduction of ownership, the requisite control no longer exists. C. "Confidential Information" means information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used that either party discloses on or after the Effective Date, to the other party or its parents, affiliates' employees, contractors, officers, directors, partners, agents, attorneys, accountants or advisors. Confidential Information includes: business processes, practices, methods, policies, plans, operations, services, strategies, techniques, agreements (excepting this Agreement), contracts, terms of agreements (excepting the terms of this Agreement), transactions, potential transactions, negotiations, pending negotiations, know-how, trade secrets, computer programs, computer software, applications, operating systems, software design, web design, databases, records, financial information, results, accounting information, accounting records, legal information, pricing information (excepting the pricing terms in this Agreement), credit information, payroll information, staffing information, internal controls, security procedures, sales information, revenue, costs, communications, original works of authorship, customer information, and customer lists. Confidential Information does not include information that: (a) was in the public domain prior or subsequent to the time such portion was communicated to the receiving party, through no fault of that party; (b) was rightfully in the receiving party's possession free of any obligation of confidence at or subsequent to the time such portion was communicated by the disclosing party; (c) was developed by the receiving party independently of and without reference to any information communicated by the disclosing party; (d) was communicated by the disclosing party to an unaffiliated third party free of any obligation of confidence; or (e) is approved by the disclosing party for release by the receiving party. Siteimprove 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. 2. TERMINATION When the End User is an instrumentality of the U.S., recourse against the United States for any alleged breach of this Agreement must be brought as a dispute under the contract Disputes Clause (Contract Disputes Act). During any dispute under the Disputes Clause, Siteimprove 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. 3. INCLUDED SERVICES Subject to the terms and conditions of this Agreement, Siteimprove will allow the Ordering Activity under GSA Schedule contracts ("Customer" or "Ordering Activity") to access to the Included Services. a. Ownership. Customer acknowledges and agrees that Siteimprove owns and shall remain the sole owner of all intellectual property rights vested in the Included Services created prior to or during the performance by the parties of this Agreement. This ownership right includes any inventions, patents, utility model rights, copyrights, design rights, mask works, trademark rights, or know-how, whether registered or not. GS-35F-036CA Agreement No. 6242C Siteimprove Schedule Contract b. Use. The right to access the Included Services is worldwide, non -transferable, non -assignable (except as permitted in this Agreement) and limited in time to access and use during the Initial and any Renewal Terms and solely for Customer's internal business purposes by Customer's authorized agents. Customer will have access to the Included Services only for those website domain(s) authorized pursuant to this Agreement. C. Restrictions. This right is not a perpetual right to use, and Customer has no right to retain or to use the Included Services after termination of the Initial or Renewal Term. Customer has no right to rent, lease, assign, transfer, sublicense, display or otherwise distribute or make the Included Services available to any third party. Without limiting the generality of any other provisions stated in this Agreement, the Included Services may not be (a) used in the performance of services for or on behalf of any third party or as a service bureau; (b) modified, incorporated into or combined with other software, or created as a derivative work of any part of the Included Services; (c) used to process any sensitive or personal information; or (d) used for any illegal purpose. Customer may not modify, disassemble, decompile or otherwise reverse engineer the Included Services nor permit any third party to do so except as expressly permitted by law. Siteimprove reserves all rights not expressly granted to Customer under this Agreement. The use of Siteimprove's intellectual property beyond the express access grant in this Section 3 is outside the scope of this Agreement. 4. REPRESENTATIONS AND WARRANTIES a. For Siteimprove. Siteimprove represents and warrants that: (i) it has the full power and authority to enter into and perform its obligations under this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by it and constitutes the valid, legal and binding agreement of it and is enforceable against it; (iii) entering into and performing its obligations under this Agreement will not result in any breach of, or constitute a default under, any other agreement to which it is a party; and (iv) the Included Services will perform substantially as described in this Agreement , provided that it is used in accordance with the Agreement, including on the specified domains. These representations and warranties are only for the benefit of Customer. b. For Customer. Customer represents and warrants that: (i) it has the full power and authority to enter into and perform its obligations under this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by it and constitutes the valid, legal and binding agreement of it and is enforceable against it; (iii) entering into and performing its obligations under this Agreement will not result in any breach of, or constitute a default under, any other agreement to which it is a party; and (iv) it has full and legal right or authorization to display, disclose, transfer, assign or convey the information set forth and accessible on the websites on which the Included Services will be administered. C. Limited Warranty. Siteimprove warrants that the Included Services will, for a period of sixty (60) days from the date of your receipt, perform substantially in accordance with Included Services written materials accompanying it. EXCEPT AS EXPRESSLY SET FORTH IN THE FOREGOING, Except for the express representations and warranties listed in this Agreement, each party makes no representations or warranties of any kind, whether express or implied, and expressly disclaims all warranties of title, non -infringement, merchantability, and fitness for a particular purpose. Unless set forth in this Agreement, no oral or written information or advice given by either party will create a representation or warranty. 5. LIMITATION OF LIABILITY a. In no event will either party or its agents, officers, directors, employees, successors, or assigns be liable to the other party or its agents, officers, directors, employees, successors, or assigns, for any indirect, incidental, consequential, punitive, or other special damages. This limitation includes any loss of profits, business interruption, goodwill, loss of data/content or the restoration of any of those items. The foregoing limitation of liability shall not apply to (1) personal injury or death resulting from Licensor's negligence; (2) for fraud; or (3) for any other matter for which liability cannot be excluded by law. b. In addition to and without limiting the generality of Section 5(a), the aggregate liability of either party for any and all claims arising out of or relating to this Agreement will, in any circumstances, be limited to the Contract Price. GS-35F-036CA Agreement No. 6242C Schedule Contract 6. CONFIDENTIALITY Each party will: (a) hold Confidential Information in confidence; (b) use its best efforts to protect Confidential Information in accordance with the same degree of care with which it protects its own Confidential Information; and (c) not disclose the other party's Confidential Information to any third party, except in response to a valid order by a court or other governmental body or as required by law. The receiving party will promptly give notice to the disclosing party of any unauthorized use or disclosure of the disclosing party's Confidential Information. The receiving party agrees to assist the disclosing party in remedying any such unauthorized use or disclosure of the disclosing party's Confidential Information. At any time, upon written request, the receiving party will return or destroy the Confidential Information that the disclosing party has provided to it. 7. GOVERNING LAW This Agreement will be governed by and construed in accordance with the Federal laws of the United States of America. 8. STANDARD SCHEDULE 70 TERMS Nothing contained herein shall be construed in derogation of the U.S. Department of Justice's right to defend any claim or suit brought against the U.S. pursuant to its jurisdictional statute 28 U.S.C. § 516. Notwithstanding the terms of the Federal, State, and Local Taxes Clause, the contract price excludes all State and Local taxes levied on or measured by the contract or sales price of the services or completed supplies furnished under this contract. The vendor shall state separately on its 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 the contractor or provide evidence necessary to sustain an exemption, in accordance with FAR 52.229-1 and FAR 52.229-3. The Anti -Assignment Act, 41 USC 6305, prohibits the assignment of Government contracts without the Government's prior approval. Procedures for securing such approval are set forth in FAR 42.1204. Ownership of derivative works should be as set forth in the copyright statute, 17 U.S.C. § 103 and the FAR clause at 52.227-14, but at a minimum, the Ordering Activity shall receive unlimited rights to use such derivative works at no further cost. This Agreement, together with the underlying GSA Schedule Contract, Schedule Pricelist, and Purchase Order(s), sets forth the entire agreement and understanding of the Parties relating to the object hereof and merges all prior discussions and agreements of the matter hereof between them. A negotiated purchase order would take precedence as the negotiated purchase order would demonstrate any changes to these terms to meet the ordering activity's minimum needs. GS-35F-036CA 9