AUTHORIZED FEDERAL SUPPLY SERVICE

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					                         AUTHORIZED FEDERAL SUPPLY SERVICE
                    INFORMATION TECHNOLOGY SCHEDULE PRICELIST
                GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY
                              SOFTWARE AND SERVICES




                                         Jericho Systems Corporation
Special Items Numbers Offered
Special Item No. 132-33 Perpetual Software Licenses
Special Item No. 132-34 Maintenance of Software
Special Item No. 132-50 Training Courses
Special Item No. 132-51 Information Technology Professional Services


SIN 132-33 - PERPETUAL SOFTWARE LICENSES
Large Scale Computers
         Utility Software
Microcomputers
         Utility Software


SIN 132-34 - MAINTENANCE OF SOFTWARE


SIN 132-50 - TRAINING COURSES FOR INFORMATION TECHNOLOGY EQUIPMENT AND
SOFTWARE
U012 ADP Software, Equipment, and Telecommunications Training


SIN 132-51 - INFORMATION TECHNOLOGY (IT) PROFESSIONAL SERVICES


Jericho Systems Corporation
6600 LBJ Freeway, Suite 250
Dallas, TX 75240
972-231-2000
www.jerichosystems.com


Contract Number: GS-35F-0374P
Period Covered by Contract: 3/19/2009 thru 3/19/2014


Products and ordering information in this Authorized FSS Information Technology Schedule Pricelist are also available on the GSA
Advantage! System. Agencies can browse GSA Advantage! by accessing the Federal Supply Service’s Home Page via the Internet
at http://www.fss.gsa.gov/
                                                                Table of Contents

INFORMATION FOR ORDERING ACTIVITIES APPLICABLE TO ALL SPECIAL ITEM NUMBERS ......... 4
  1) GEOGRAPHIC SCOPE OF CONTRACT ............................................................................................. 4
  2) CONTRACTOR'S ORDERING ADDRESS AND PAYMENT INFORMATION ..................................... 4
  3) LIABILITY FOR INJURY OR DAMAGE ................................................................................................ 4
  4) STATISTICAL DATA FOR GOVERNMENT ORDERING OFFICE COMPLETION OF STANDARD ... 4
  FORM 279 ................................................................................................................................................. 4
  5) FOB DESTINATION .............................................................................................................................. 5
  6) DELIVERY SCHEDULE ........................................................................................................................ 5
  7) DISCOUNTS ......................................................................................................................................... 5
  8) TRADE AGREEMENTS ACT OF 1979, AS AMENDED ....................................................................... 5
  9) STATEMENT CONCERNING AVAILABILITY OF EXPORT PACKING ............................................... 5
  10) SMALL REQUIREMENTS................................................................................................................... 5
  11) MAXIMUM ORDER (ALL DOLLAR AMOUNTS ARE EXCLUSIVE OF ANY DISCOUNT FOR ......... 5
  PROMPT PAYMENT)................................................................................................................................ 5
  12) USE OF FEDERAL SUPPLY SERVICE INFORMATION TECHNOLOGY SCHEDULE
  CONTRACTS In accordance with FAR 8.404: .......................................................................................... 5
  13) FEDERAL INFORMATION TECHNOLOGY/TELECOMMUNICA NON STANDARDS ...................... 7
  REQUIREMENTS: ordering activities acquiring products from this Schedule must comply with the
  provisions of the Federal Standards Program, as appropriate (reference: NIST Federal Standards
  Index). Inquiries to determine whether or not specific products listed herein comply with Federal
  Information Processing Standards (FIPS) or Federal Telecommunication Standards (FED-STDS),
  which are cited by ordering activities, shall be responded to promptly by the Contractor. ....................... 7
  14) CONTRACTOR TASKS / SPECIAL REQUIREMENTS ...................................................................... 7
  15) CONTRACT ADMINISTRATION FOR ORDERING ACTIVITIES....................................................... 8
  16) GSAADVANTAGE!.............................................................................................................................. 8
  17) PURCHASE OF OPEN MARKET ITEMS ........................................................................................... 8
  18) CONTRACTOR COMMITMENTS, WARRANTIES AND REPRESENTATIONS ............................... 8
  19) OVERSEAS ACTIVITIES .................................................................................................................... 9
  20) BLANKET PURCHASE AGREEMENTS (BPAs) ................................................................................ 9
  21) CONTRACTOR TEAM ARRANGEMENTS ........................................................................................ 9
  22) INSTALLATION, DEINSTALLATION, REINSTALLATION ................................................................. 9
  23) SECTION 508 COMPLIANCE ............................................................................................................ 9
  24) PRIME CONTRACTOR ORDERING FROM FEDERAL SUPPLY SCHEDULES ............................ 10
  25) INSURANCE-WORK ON A GOVERNMENT INSTALLATION (JAN 1997) (FAR 52.228-5) ............ 10
TERMS AND CONDITIONS APPLICABLE TO SOFTWARE LICENSES (SPECIAL ITEM NUMBER 132-
33) AND MAINTENANCE OF SOFTARE (SPECIAL ITEM NUMBER 132-34) FOR GENERAL PURPOSE
COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE .................................................................. 11
  1) INSPECTION/ACCEPTANCE ............................................................................................................. 11
  2) GUARANTEE/WARRANTY ................................................................................................................ 11
  3) TECHNICAL SERVICES ..................................................................................................................... 11
  4) SOFTWARE MAINTENANCE ............................................................................................................. 11
  5) PERIODS OF MAINTENANCE (132-34) ............................................................................................ 11
  6) PERPETUAL LICENSE..................................................................................................................... 12
  7) UTILIZATION LIMITATIONS (132-33 AND 132-34) ........................................................................... 12
  8) DESCRIPTIVE INFORMATION RELATING TO THE SOFTWARE OFFERED ................................. 12
  9) RIGHT TO COPY ................................................................................................................................ 14
  10) PRODUCTS AND SERVICES PRICELIST....................................................................................... 14
     10.1 Government Pricelist ................................................................................................................... 14
     10.2 Commercial Sales Practice Chart ................................................................................................ 18
SOFTWARE AND MAINTENANCE AGREEMENTS.................................................................................. 19
FCIS-JB-980001B - Refresh # 22

  END-USER LICENSE AGREEMENT FOR JERICHO SYSTEMS.......................................................... 19
  1) GRANT OF LICENSE ......................................................................................................................... 19
  2) RESERVATION OF RIGHTS AND OWNERSHIP .............................................................................. 19
  3) TERMINATION .................................................................................................................................... 19
  4) LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY .............. 19
  5) NO RENTAL/COMMERCIAL HOSTING ............................................................................................. 19
  6) EXPORT RESTRICTIONS .................................................................................................................. 19
  7) OPERATING PROCEDURES ............................................................................................................. 19
  8) LIMITATIONS ON WARRANTY AND LIABILITY ............................................................................... 20
  9) U.S. GOVERNMENT LICENSE RIGHTS ........................................................................................... 20
  10) OWNERSHIP AND CONFIDENTIALITY .......................................................................................... 20
  11) GENERAL PROVISIONS .................................................................................................................. 20
EVALUATION LICENSE AGREEMENT ..................................................................................................... 22
  1) EVALUATION LICENSE ..................................................................................................................... 22
  2) TERM AND TERMINATION ................................................................................................................ 22
  3) OPERATING PROCEDURES ............................................................................................................. 22
  4) LIMITATIONS ON WARRANTY AND LIABILITY ............................................................................... 22
  5) OWNERSHIP AND CONFIDENTIALITY ............................................................................................ 22
  6) INDEMNIFICATION ............................................................................................................................ 23
  7) GENERAL PROVISIONS .................................................................................................................... 23
SCHEDULE B - SOFTWARE MAINTENANCE .......................................................................................... 24
  A. MAINTENANCE SERVICES ............................................................................................................... 24
  1) Extended Maintenance Services ......................................................................................................... 24
  2) Unlimited Maintenance Services ......................................................................................................... 24
  3) Maintenance Services Fees ................................................................................................................ 24
  B. EXCLUSIONS FROM JERICHO SOFTWARE MAINTENANCE ........................................................ 24
  C. SOFTWARE MODIFICATIONS .......................................................................................................... 25
USA COMMITMENT TO PROMOTE SMALL BUSINESS ......................................................................... 26
PARTICIPATION PROCUREMENT PROGRAMS ..................................................................................... 26
BEST VALUE BLANKET PURCHASE AGREEMENT FEDERAL SUPPLY SCHEDULE .......................... 27
BASIC GUIDELINES FOR USING CONTRACTOR TEAM ARRANGEMENTS ........................................ 29




                                                                                                                                                      3
          INFORMATION FOR ORDERING ACTIVITIES APPLICABLE TO ALL SPECIAL ITEM NUMBERS

SPECIAL NOTICE TO AGENCIES: Small Business Participation
SBA strongly supports the participation of small business concerns in the Federal Supply Schedules Program. To enhance Small
Business Participation SBA policy allows agencies to include in their procurement base and goals, the dollar value of orders
expected to be placed against the Federal Supply Schedules, and to report accomplishments against these goals.

For orders exceeding the micropurchase threshold, FAR 8.404 requires agencies to consider the catalogs/pricelists of at least three
schedule contractors or consider reasonably available information by using the GSA Advantage! on-line shopping service
(www.fss.gsa.gov). The catalogs/pricelists, GSA Advantage! and the Federal Supply Service Home Page (www.fss.gsa.gov) contain
information on a broad array of products and services offered by small business concerns.

This information should be used as a tool to assist ordering activities in meeting or exceeding established small business goals. It
should also be used as a tool to assist in including small, small disadvantaged, and women-owned small businesses among those
considered when selecting pricelists for a best value determination.

For orders exceeding the micropurchase threshold, customers are to give preference to small business concerns when two or more
items at the same delivered price will satisfy their requirement.

1) GEOGRAPHIC SCOPE OF CONTRACT

The scope of this contract is the continental United States, Hawaii, Alaska and Puerto Rico.

2) CONTRACTOR'S ORDERING ADDRESS AND PAYMENT INFORMATION

Jericho Systems Corporation
6600 LBJ Freeway, Suite 250
Dallas, TX 75240

Contractors are required to accept credit cards for payments equal to or less than the micro-purchase threshold for oral or written
delivery orders. Credit cards will not be acceptable for payment above the micro-purchase threshold. In addition, bank account
information for wire transfer payments will be shown on the invoice.

The following telephone number(s) can be used by ordering activities to obtain technical and/or ordering assistance:

972-231-2000

3) LIABILITY FOR INJURY OR DAMAGE

The Contractor shall not be liable for any injury to ordering activity personnel or damage to ordering activity property arising from the
use of equipment maintained by the Contractor, unless such injury or damage is due to the fault or negligence of the Contractor.

4) STATISTICAL DATA FOR GOVERNMENT ORDERING OFFICE COMPLETION OF STANDARD
FORM 279

     Block 9: G. Order/Modification under Federal Schedule
     Block 16: Data Universal Numbering System (DUNS) Number: 141694187
     Block 30: Type of Contractor - B
          A. Small Disadvantaged Business
          B. Other Small Business
          C. Large Business
          G. Other Nonprofit Organization
          L. Foreign Contractor
     Block 31: Woman-Owned Small Business - Yes
     Block 36: Contractor's Taxpayer Identification Number (TIN): 32-0025674

     4a. CAGE Code: 3PLQ7
     4b. Contractor has registered with the Central Contractor Registration Database.
FCIS-JB-980001B - Refresh # 22


5) FOB DESTINATION

6) DELIVERY SCHEDULE

     a) TIME OF DELIVERY: The Contractor shall deliver to destination within the number of calendar days after receipt of order
     (ARO), as set forth below:

          SPECIAL ITEM NUMBER                                            DELIVERY TIME (Days ARO)
          132-33                                                         Two (2) Days

     b) URGENT REQUIREMENTS: When the Federal Supply Schedule contract delivery period does not meet the bona fide
     urgent delivery requirements of an ordering activity, ordering activities are encouraged, if time permits, to contact the
     Contractor for the purpose of obtaining accelerated delivery. The Contractor shall reply to the inquiry within 3 workdays after
     receipt. (Telephonic replies shall be confirmed by the Contractor in writing.) If the Contractor offers an accelerated delivery time
     acceptable to the ordering activity, any order(s) placed pursuant to the agreed upon accelerated delivery time frame shall be
     delivered within this shorter delivery time and in accordance with all other terms and conditions of the contract.

          Expedited Delivery
          SPECIAL ITEM NUMBER                                            DELIVERY TIME (Days ARO)
          132-33                                                         One (1) Day

7) DISCOUNTS: Prices shown are NET Prices; Basic Discounts have been deducted.
     a) Prompt Payment: 0% - 0 days from receipt of invoice or date of acceptance, whichever is later.
     b) Quantity - None
     c) Dollar Volume - None
     d) Government Educational Institutions - None
     e) Other - None

8) TRADE AGREEMENTS ACT OF 1979, AS AMENDED

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.

9) STATEMENT CONCERNING AVAILABILITY OF EXPORT PACKING

10) SMALL REQUIREMENTS: The minimum dollar value of orders to be issued is $100.00.

11) MAXIMUM ORDER (ALL DOLLAR AMOUNTS ARE EXCLUSIVE OF ANY DISCOUNT FOR
PROMPT PAYMENT)

     a) The Maximum Order value for the following Special Item Numbers (SINs) is $50,000,000.00:
     Special Item Number 132-33 - Perpetual Software Licenses
     Special Item Number 132-34 - Maintenance of Software



12) USE OF FEDERAL SUPPLY SERVICE INFORMATION TECHNOLOGY SCHEDULE CONTRACTS In
accordance with FAR 8.404:

[NOTE: Special ordering procedures have been established for Special Item Numbers (SINs) 132-51 IT Professional
Services and 132-52 EC Services; refer to the terms and conditions for those SINs.]

Orders placed pursuant to a Multiple Award Schedule (MAS), using the procedures in FAR 8.404, are considered to be issued
pursuant to full and open competition. Therefore, when placing orders under Federal Supply Schedules, ordering activities need not
seek further competition, synopsize the requirement, make a separate determination of fair and reasonable pricing, or consider
small business set-asides in accordance with subpart 19.5. GSA has already determined the prices of items under schedule
contracts to be fair and reasonable. By placing an order against a schedule using the procedures outlined below, the ordering
activity has concluded that the order represents the best value and results in the lowest overall cost alternative (considering price,
special features, administrative costs, etc.) to meet the ordering activity's needs.


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FCIS-JB-980001B - Refresh # 22



    a) Ordering activities can place orders at or below the micro-purchase threshold with any Federal Supply Schedule Contractor.

    b) Orders exceeding the micro-purchase threshold but not exceeding the maximum order threshold. Orders should be placed
    with the Schedule Contractor that can provide the supply or service that represents the best value. Before placing an order,
    ordering activities should consider reasonably available information about the supply or service offered under MAS contracts
    by using the "GSA Advantage!" on-line shopping service, or by reviewing the catalogs/pricelists of at least three Schedule
    Contractors and selecting the delivery and other options available under the schedule that meets the ordering activity's needs.
    In selecting the supply or service representing the best value, the ordering activity may consider:

         (1) Special features of the supply or service that are required in effective program performance and that are not provided
         by a comparable supply or service;
         (2) Trade-in considerations;
         (3) Probable life of the item selected as compared with that of a comparable item;
         (4) Warranty considerations;
         (5) Maintenance availability;
         (6) Past performance; and
         (7) Environmental and energy efficiency considerations.

    c) Orders exceeding the maximum order threshold. Each schedule contract has an established maximum order threshold. This
    threshold represents the point where it is advantageous for the ordering activity to seek a price reduction. In addition to
    following the procedures in paragraph b, above, and before placing an order that exceeds the maximum order threshold,
    ordering activities shall:

         Review additional Schedule Contractors'
         (1) catalogs/pricelists or use the "GSA Advantage!" on-line shopping service;
         (2) Based upon the initial evaluation, generally seek price reductions from the Schedule Contractor(s) appearing to
         provide the best value (considering price and other factors); and
         (3) After price reductions have been sought, place the order with the Schedule Contractor that provides the best value and
         results in the lowest overall cost alternative. If further price reductions are not offered, an order may still be placed, if the
         ordering activity determines that it is appropriate.

NOTE: For orders exceeding the maximum order threshold, the Contractor may:

    (1) Offer a new lower price for this requirement (the Price Reductions clause is not applicable to orders placed over the
    maximum order in FAR 52.216-19 Order Limitations);
    (2) Offer the lowest price available under the contract; or
    (3) Decline the order (orders must be returned in accordance with FAR 52.216-19).

    d) Blanket purchase agreements (BPAs). The establishment of Federal Supply Schedule BPAs is permitted when following the
    ordering procedures in FAR 8.404. All schedule contracts contain BPA provisions ordering activities may use BPAs to establish
    accounts with Contractors to fill recurring requirements. BPAs should address the frequency of ordering and invoicing,
    discounts, and delivery locations and times.

    e) Price reductions. In addition to the circumstances outlined in paragraph c, above, there may be instances· when ordering
    activities will find it advantageous to request a price reduction. For example, when the ordering activity finds a schedule supply
    or service elsewhere at a lower price or when a BPA is being established to fill recurring requirements, requesting a price
    reduction could be advantageous. The potential volume of orders under these agreements, regardless of the size of the
    individual order, may offer the ordering activity the opportunity to secure greater discounts. Schedule Contractors are not
    required to pass on to all schedule users a price reduction extended only to an individual ordering activity for a specific order.

    f) Small business. For orders exceeding the micro-purchase threshold, ordering activities should give preference to the items of
    small business concerns when two or more items at the same delivered price will satisfy the requirement.

    g) Documentation. Orders should be documented, at a minimum, by identifying the Contractor the item was purchased from,
    the item purchased, and the amount paid. If an ordering activity requirement, in excess of the micro-purchase threshold, is
    defined so as to require a particular brand name, product, or feature of a product peculiar to one manufacturer, thereby
    precluding consideration of a product manufactured by another company, the ordering activity shall include an explanation in
    the file as to why the particular brand name, product, or feature is essential to satisfy the ordering activity's needs.




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FCIS-JB-980001B - Refresh # 22


13) FEDERAL INFORMATION TECHNOLOGY/TELECOMMUNICA NON STANDARDS
REQUIREMENTS: ordering activities acquiring products from this Schedule must comply with the provisions of the
Federal Standards Program, as appropriate (reference: NIST Federal Standards Index). Inquiries to determine
whether or not specific products listed herein comply with Federal Information Processing Standards (FIPS) or
Federal Telecommunication Standards (FED-STDS), which are cited by ordering activities, shall be responded to
promptly by the Contractor.

    13.1 FEDERAL INFORMATION PROCESSING STANDARDS PUBLICATIONS (FIPS PUBS): Information Technology
    products under this Schedule that do not conform to Federal Information Processing Standards (FIPS) should not be acquired
    unless a waiver has been granted in accordance with the applicable "FIPS Publication." Federal Information Processing
    Standards Publications (FIPS PUBS) are issued by the U.S. Department of Commerce, National Institute of Standards and
    Technology (NIST), pursuant to National Security Act. Information concerning their availability and applicability should be
    obtained from the National Technical Information Service (NTIS), 5285 Port Royal Road, Springfield, Virginia 22161. FIPS
    PUBS include voluntary standards when these are adopted for Federal use. Individual orders for FIPS PUBS should be
    referred to the NTIS Sales Office, and orders for subscription service should be referred to the NTIS Subscription Officer, both
    at the above address, or telephone number (703) 487-4650.

    13.2 FEDERAL TELECOMMUNICATION STANDARDS (FED-STDS): Telecommunication products under this Schedule that
    do not conform to Federal Telecommunication Standards (FED-STDS) should not be acquired unless a waiver has been
    granted in accordance with the applicable "FED-STD." Federal Telecommunication Standards are issued by the U.S.
    Department of Commerce, National Institute of Standards and Technology (NIST), pursuant to National Security Act. Ordering
    information and information concerning the availability of FED-STDS should be obtained from the GSA, Federal Supply
    Service, Specification Section, 470 East L'Enfant Plaza, Suite 8100, SW, Washington, DC 20407, telephone number (202)619-
    8925. Please include a self-addressed mailing label when requesting information by mail. Information concerning their
    applicability can be obtained by writing or calling the U.S. Department of Commerce, National Institute of Standards and
    Technology, Gaithersburg, MD 20899, telephone number (301)975-2833.

14) CONTRACTOR TASKS / SPECIAL REQUIREMENTS (C-FSS-370) (NOV 2001)

    a) Security Clearances: The Contractor may be required to obtain/possess varying levels of security clearances in the
    performance of orders issued under this contract. All costs associated with obtaining/possessing such security clearances
    should be factored into the price offered under the Multiple Award Schedule.

    b) Travel: The Contractor may be required to travel in performance of orders issued under this contract.
    Allowable travel and per diem charges are governed by Pub .L. 99-234 and FAR Part 31, and are reimbursable by the ordering
    agency or can be priced as a fixed price item on orders placed under the Multiple Award Schedule. The Industrial Funding Fee
    does NOT apply to travel and per diem charges.

    c) Certifications, Licenses and Accreditations: As a commercial practice, the Contractor may be required to obtain/possess any
    variety of certifications, licenses and accreditations for specific FSC/service code classifications offered. All costs associated
    with obtaining/ possessing such certifications, licenses and accreditations should be factored into the price offered under the
    Multiple Award Schedule program.

    d) Insurance: As a commercial practice, the Contractor may be required to obtain/possess insurance coverage for specific
    FSC/service code classifications offered. All costs associated with obtaining/possessing such insurance should be factored into
    the price offered under the Multiple Award Schedule program.

    e) Personnel: The Contractor may be required to provide key personnel, resumes or skill category descriptions in the
    performance of orders issued under this contract. Ordering activities may require agency approval of additions or replacements
    to key personnel.

    f) Organizational Conflicts of Interest: Where there may be an organizational conflict of interest as determined by the ordering
    agency, the Contractor's participation in such order may be restricted in accordance with FAR Part 9.5.

    g) Documentation/Standards: The Contractor may be requested to provide products or services in accordance with rules,
    regulations, OMB orders, standards and documentation as specified by the agency's order.

    h) Data/Deliverable Requirements: Any required data/deliverables at the ordering level will be as specified or negotiated in the
    agency's order.



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FCIS-JB-980001B - Refresh # 22


     i) Government-Furnished Property: As specified by the agency's order, the Government may provide property, equipment,
     materials or resources as necessary.

     j) Availability of Funds: Many Government agencies' operating funds are appropriated for a specific fiscal year. Funds may not
     be presently available for any orders placed under the contract or any option year. The Government's obligation on orders
     placed under this contract is contingent upon the availability of appropriated funds from which payment for ordering purposes
     can be made. No legal liability on the part of the Government for any payment may arise until funds are available to the
     ordering Contracting Officer.

15) CONTRACT ADMINISTRATION FOR ORDERING ACTIVITIES: Any ordering activity, with respect to anyone or more
delivery orders placed by it under this contract, may exercise the same rights of termination as might the GSA Contracting Officer
under provisions of FAR 52.212-4, paragraphs (1) Termination for the ordering activity's convenience, and (m) Termination for
Cause (See C.l.)

16) GSAADVANTAGE!

GSA Advantage! is an on-line, interactive electronic information and ordering system that provides on-line access to vendors'
schedule prices with ordering information. GSA Advantage! will allow the user to perform various searches across all contracts
including, but not limited to:

     (1) Manufacturer;
     (2) Manufacturer's Part Number; and
     (3) Product categories.

Agencies can browse GSA Advantage! by accessing the Internet World Wide Web utilizing a browser (ex.: Netscape). The Internet
address is http://www.fss.gsa.gov/.

17) PURCHASE OF OPEN MARKET ITEMS

NOTE: Open Market Items are also known as incidental items, non contract items, non-Schedule items, and items not on a Federal
Supply Schedule contract.

For administrative convenience, an ordering activity contracting officer may add items not on the Federal Supply Multiple Award
Schedule (MAS) -- referred to as open market items -- to a Federal Supply Schedule blanket purchase agreement (BPA) or an
individual task or delivery order, only if:

     (1) All applicable acquisition regulations pertaining to the purchase of the items not on the Federal Supply Schedule have been
     followed (e.g., publicizing (Part 5), competition requirements (Part 6), acquisition of commercial items (Part 12), contracting
     methods (Parts 13, 14, and 15), and small business programs (Part 19));
     (2) The ordering activity contracting officer has determined the price for the items not on the Federal Supply Schedule is fair
     and reasonable;
     (3) The items are clearly labeled on the order as items not on the Federal Supply Schedule; and
     (4) All clauses applicable to items not on the Federal Supply Schedule are included in the order.

18) CONTRACTOR COMMITMENTS, WARRANTIES AND REPRESENTATIONS

     a) For the purpose of this contract, commitments, warranties and representations include, in addition to those agreed to for the
     entire schedule contract:
           (1) Time of delivery/installation quotations for individual orders;
           (2) Technical representations and/or warranties of products concerning performance, total system performance and/or
           configuration, physical, design and/or functional characteristics and capabilities of a product/equipment! service/software
           package submitted in response to requirements which result in orders under this schedule contract.
           (3) Any representations and/or warranties concerning the products made in any literature, description, drawings and/or
           specifications furnished by the Contractor.
     b) The above is not intended to encompass items not currently covered by the GSA Schedule contract.




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FCIS-JB-980001B - Refresh # 22


19) OVERSEAS ACTIVITIES

The terms and conditions of this contract shall apply to all orders for installation, maintenance and repair of equipment in areas
listed in the pricelist outside the 48 contiguous states and the District of Columbia, except as indicated below:

N/A

Upon request of the Contractor, the ordering activity may provide the Contractor with logistics support, as available, in accordance
with all applicable ordering activity regulations. Such ordering activity support will be provided on a reimbursable basis, and will only
be provided to the Contractor's technical personnel whose services are exclusively required for the fulfillment of the terms and
conditions of this contract.

20) BLANKET PURCHASE AGREEMENTS (BPAs)
Federal Acquisition Regulation (FAR) 13.303-1(a) defines Blanket Purchase Agreements (BPAs) as " ... a simplified method of filling
anticipated repetitive needs for supplies or services by establishing 'charge accounts' with qualified sources of supply." The use of
Blanket Purchase Agreements under the Federal Supply Schedule Program is authorized in accordance with FAR 13.303-2(c) (3),
which reads, in part, as follows:

"BPAs may be established with Federal Supply Schedule Contractors, if not inconsistent with the terms of the applicable schedule
contract."

Federal Supply Schedule contracts contain BPA provisions to enable schedule users to maximize their administrative and
purchasing savings. This feature permits schedule users to set up "accounts" with Schedule Contractors to fill recurring
requirements. These accounts establish a period for the BPA and generally address issues such as the frequency of ordering and
invoicing, authorized callers, discounts, delivery locations and times. Agencies may qualify for the best quantity/volume discounts
available under the contract, based on the potential volume of business that may be generated through such an agreement,
regardless of the size of the individual orders. In addition, agencies may be able to secure a discount higher than that available in
the contract based on the aggregate volume of business possible under a BPA. Finally, Contractors may be open to a progressive
type of discounting where the discount would increase once the sales accumulated under the BPA reach certain prescribed levels.
Use of a BPA may be particularly useful with the new Maximum Order feature. See the Suggested Format, contained in this
Schedule Pricelist, for customers to consider when using this purchasing tool.

21) CONTRACTOR TEAM ARRANGEMENTS

Contractors participating in contractor team arrangements must abide by all terms and conditions of their respective contracts. This
includes compliance with Clauses 552.238-74; Contractor's Reports of Sales and 552.238-76, Industrial Funding Fee, i.e., each
contractor (team member) must report sales and remit the IFF for all products and services provided under its individual contract.

22) INSTALLATION, DEINSTALLATION, REINSTALLATION

The Davis-Bacon Act (40 U.S.C. 276a-276a-7) provides that contracts in excess of$2,000 to which the United States or the District
of Columbia is a party for construction, alteration, or repair (including painting and decorating) of public buildings or public works
with the United States, shall contain a clause that no laborer or mechanic employed directly upon the site of the work shall received
less than the prevailing wage rates as determined by the Secretary of Labor. The requirements of the Davis-Bacon Act do not apply
if the construction work is incidental to the furnishing of supplies, equipment, or services. For example, the requirements do not
apply to simple installation or alteration of a public building or public work that is incidental to furnishing supplies or equipment under
a supply contract. However, if the construction, alteration or repair is segregable and exceeds $2,000, then the requirements of the
Davis-Bacon Act apply.

The ordering activity issuing the task order against this contract will be responsible for proper administration and enforcement of the
Federal labor standards covered by the Davis-Bacon Act. The proper Davis-Bacon wage determination will be issued by the
ordering activity at the time a request for quotations is made for applicable construction classified installation, deinstallation, and
reinstallation services under SIN 132-8.

23) SECTION 508 COMPLIANCE

If applicable, Section 508 compliance information on the supplies and services in this contract are available in Electronic and
Information Technology (EIT) at the following:



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FCIS-JB-980001B - Refresh # 22


NIA

The EIT standard can be found at: www.Section508.gov/.

24) PRIME CONTRACTOR ORDERING FROM FEDERAL SUPPLY SCHEDULES

Prime Contractors (on cost reimbursement contracts) placing orders under Federal Supply Schedules, on behalf of an ordering
activity, shall follow the terms of the applicable schedule and authorization and include with each order:

      a) A copy of the authorization from the ordering activity with whom the contractor has the prime contract (unless a copy was
      previously furnished to the Federal Supply Schedule contractor); and

      b) The following statement:
      This order is placed under written authorization from __________dated__________. In the event of any inconsistency between
      the terms and conditions of this order and those of your Federal Supply Schedule contract, the latter will govern.

25) INSURANCE-WORK ON A GOVERNMENT INSTALLATION (JAN 1997) (FAR 52.228-5)

      a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the
      kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

      b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required
      insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any
      cancellation or any material change adversely affecting the Government's interest shall not be effective:
           (1) For such period as the laws of the State in which this contract is to be performed prescribe; or
           (2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is
           longer.

      c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that
      require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in
      the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of required
      insurance, and shall make copies available to the Contracting Officer upon request.




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FCIS-JB-980001B - Refresh # 22


 TERMS AND CONDITIONS APPLICABLE TO SOFTWARE LICENSES (SPECIAL ITEM NUMBER 132-33) AND
 MAINTENANCE OF SOFTARE (SPECIAL ITEM NUMBER 132-34) FOR GENERAL PURPOSE COMMERCIAL
                         INFORMATION TECHNOLOGY SOFTWARE

1) INSPECTION/ACCEPTANCE

The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The ordering activity
reserves the right to inspect or test any software that has been tendered for acceptance. The ordering activity may require repair or
replacement of nonconforming software at no increase in contract price. The ordering activity must exercise its post acceptance
rights (1) within the 90 day warranty period after the defect was discovered or should have been discovered; and (2) before any
substantial change occurs in the condition of the software, unless the change is due to the defect in the software.

2) GUARANTEE/WARRANTY

     a) Unless specified otherwise in this contract, the Contractor's standard commercial guarantee/warranty as stated in the
     contract's commercial pricelist will apply to this contract.

     Jericho Systems warrants the software products we sell to perform as specified in our product documentation for a
     period of 90 days from purchase.

     b) The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular
     purpose described in this contract.

     c) Limitation of Liability. Except as otherwise provided by an express or implied warranty, the Contractor will not be liable to the
     ordering activity for consequential damages resulting from any defect or deficiencies in accepted items.

3) TECHNICAL SERVICES

The Contractor, without additional charge to the ordering activity, shall provide a hot line technical support number 972-231-2000
(main), 972-234-1112 (after hours) for the purpose of providing user assistance and guidance in the implementation of the
software. The technical support number is available from 9:00 a.m. to 6:00 p.m. Eastern Time Monday through Friday.

4) SOFTWARE MAINTENANCE

     a) Software maintenance service shall include the following:

     Software maintenance includes all releases, revisions, and bug fixes for the licensed product during the coverage
     period. It also includes any/all updates to the softcopy documentation and access to the registered user’s portion of
     the Jericho Systems website.

     b) Invoices for renewal of maintenance service shall be submitted by the Contractor on an annual basis, after the completion of
     such period. Maintenance charges must be paid in arrears (31 U.S.C. 3324).
     PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE.

5) PERIODS OF MAINTENANCE (132-34)

     a) The Contractor shall honor orders for maintenance on an annual basis or a lesser period of time.

     b) Maintenance may be discontinued by the ordering activity on thirty (30) calendar days written notice to the Contractor.

     c) Annual Funding. When annually appropriated funds are cited on an order for maintenance, the period of the maintenance
     shall automatically expire one year from the Delivery date.

     d) Cross-Year Funding Within Contract Period. Where an ordering activity's specific appropriation authority provides for funds
     in excess of a 12 month (fiscal year) period, the ordering activity may place an order under this schedule contract for a period
     up to the expiration of the contract period, notwithstanding the intervening fiscal years.




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FCIS-JB-980001B - Refresh # 22


     e) Ordering activities should notify the Contractor in writing thirty (30) calendar days prior to the expiration of an order, if the
     maintenance is to be terminated at that time. Orders for the continuation of maintenance will be required if the maintenance is
     to be continued during the subsequent period.

6) PERPETUAL LICENSE

     a) The ordering activity may convert evaluation licenses to perpetual licenses for any or all software at any time following
     acceptance of software. At the request of the ordering activity the Contractor shall furnish, within ten (10) calendar days, for
     each software product that is contemplated for conversion.

     b) The evaluation license for each software product shall be discontinued on the day immediately preceding the effective date
     of conversion from an evaluation license to a perpetual license.

     c) The price the ordering activity shall pay will be the perpetual license price that prevailed at the time such software was
     initially ordered under an evaluation or development license, or the perpetual license price prevailing at the time of conversion
     from evaluation or development license to a perpetual license, whichever is the less, minus an amount equal to N/A% of all
     evaluation or development license payments during the period that the software was under an evaluation or development
     license within the ordering activity.

7) UTILIZATION LIMITATIONS (132-33 AND 132-34)

     a) Software acquisition is limited to commercial computer software defined in FAR Part 2.10 I.

     b) When acquired by the ordering activity, commercial computer software and related documentation so legend shall be
     subject to the following:

          (1) Title to and ownership of the software and documentation shall remain with the Contractor, unless otherwise specified.

          (2) Software licenses are by core and by ordering activity. The user ordering activity will take appropriate action by
          instruction, agreement, or otherwise, to protect the Contractor's proprietary property with any third parties that are
          permitted access to the computer programs and documentation in connection with the user ordering activity's permitted
          use of the computer programs and documentation.

          (3) Except as is provided in paragraph 8.b(2) above, the ordering activity shall not provide or otherwise make available the
          software or documentation, or any portion thereof, in any form, to any third party without the prior written approval of the
          Contractor. Third parties include prime Contractors, subcontractors and agents of the ordering activity who have the
          ordering activity's permission to use the licensed software and documentation at the facility and who have executed
          appropriate Non Disclosure Agreements with Licensor, and who have agreed to use the licensed software and
          documentation only in accordance with these restrictions. This provision does not limit the right of the ordering activity to
          use software, documentation, or information therein, which the ordering activity may already have or obtains without
          restrictions.

          (4) The ordering activity shall have the right to use the computer software and documentation with the computer for which
          it is acquired at any other facility to which that computer may be transferred, or in cases of disaster recovery, the ordering
          activity has the right to transfer the software to another site if the ordering activity site for which it is acquired is deemed to
          be unsafe for ordering activity personnel; to use the computer software and documentation with a backup computer when
          the primary computer is inoperative; and to modify the software and documentation or combine it with other software,
          provided that the unmodified portions shall remain subject to these restrictions, and modifications to software may Void
          the Terms of Licensor Maintenance Agreements.

          (5) "Commercial Computer Software" may be marked with the Contractor's standard commercial restricted rights legend.

8) DESCRIPTIVE INFORMATION RELATING TO THE SOFTWARE OFFERED

The Contractor shall include, in the schedule pricelist, a complete description of each software product and a list of equipment on
which the software can be used. Also, included shall be a brief, introductory explanation of the modules and documentation which
are offered.

EnterSpace Decisioning Service (EsDS) - Delivers a rules and attribute based authorization service for the enterprise. Within an
SOA, the tool is an authorization “service provider” and a service consumer of identity management services and environmental


                                                                                                                                          12
FCIS-JB-980001B - Refresh # 22


attribute services. Enterprise Auditability, real-time alarms/ workflow, secure messaging and a browser based or stand-alone app.
policy/ rules administration point are components of the EsDS. The EsDS is bundled with multiple interfaces including SOAP
Interface, J2SE API, C#, .NET, API, and Web Services Security SDK . NCES compliant. JITC Certified for PKI/PKE. Licensed per
Core.

EnterSpace Vault (EsV) - Advanced security product that allows fine-grained, policy based access control to entities and entity
attributes within an LDAP directory. The EsV acts as a proxy for an LDAP Directory but is also configured as a virtual directory to
centralize access and control of any number of enterprise resources. The EnterSpace Vault uses pluggable modules that can be
extended and adapted to almost any legacy system. Licensed per Core.

Jericho Authorization Provider for Sharepoint Server 2007 (JAzP) - JAzP functions as a Policy Enforcement Point (PEP) that
captures access requests for any object stored in a Microsoft SharePoint 2007 portal and then sends an authorization request to the
EsDS’ Policy Decision Point (PDP), known within EnterSpace terminology as the Evaluation Service. Working in conjunction with
the EsDS, JAzP enables Attribute Based Access Control (ABAC) decisions and associated EnterSpace workflow. The JAZP then
enforces the authorization decision. These decisions relate to any object within SharePoint 2007, including documents.
Importantly, ABAC policies can reference document metadata for ABAC security decisioning. Licensed per Core.

Jericho Secure Document Service (JSDS) - Product that leverages the EnterSpace Security Suite (ESS), EnterSpace
Personalization Suite (EPS), or the EnterSpace Business Process Automation Suite (EBPAS). The Secure Document Service
(SDS) acts as a content repository. Control of access/ presentation and workflow is controlled by the respective EnterSpace
Suite. Within the SDS, information never traverses an unencrypted link. Each file produces and audit trail solving the non-
repudiation problem, and the right version of sensitive information is always available. And everyone always knows where the
documents are located. Moreover, these documents are available worldwide from any standard web browser. The SDS enables
secure information sharing both internally and with external agencies, like regulatory bodies. Licensed per Core.

Jericho SSO Discovery Portal and Templates (JSSO) - Product that leverages the EnterSpace Decisioning Service (EsDS)
acting as a Policy Enforcement Point (PEP) using attribute based access control (ABAC) to access backend applications. In
conjunction with the EsDS, the portal can be used as Single-Sign-On portal listing all the applications for which a principal fits the
authorization rule sets. Upon selection of the application, the principal is re-authorized for the given application. Thus, the user only
sees the applications for which they have a legitimate “need-to-know;” and the user’s “need-to-know” is re-validated throughout the
portal experience. The portal also enables Single-Sign-Out. Like all Jericho Systems’ products the portal solution is built upon open
standards supporting; XML, SAML, XACML, and SOAP interfaces among others. Licensed per Core.

Jericho Enclave Authorization Service (JEAS) - Product that that leverages the EnterSpace Decisioning Service (EsDS). The
Jericho Enclave Authorization Service is a performance-focused implementation of the EsDS that co-locates the Policy Decision
Point (PDP) with the Policy Enforcement Point (PEP). The product is ideal for business conditions that require authorization
decisions in the sub-10 millisecond range. Licensed per Core.

Jericho SAML Service (JSS) - The Jericho SAML Service (ESSS) provides rules-based, graded authentication and maybe utilized
to determine strength of authentication (SOM) and Multi factor Authentication (MFA). Flat Fee.

Jericho XACML Service (JXS) - Add-on Module to the EnterSpace Security Suite (ESS), the Jericho XACML Service allows for the
exchange of rules sets from XACML to ESS and vice versa. Flat Fee.

EnterSpace Messaging Service (ESMS) - Solution that leverages the EnterSpace Security Suite (ESS). This service provides
secure, encrypted and digitally signed messaging activities, and supports numerous device types including BlackBerry’s, cell-
phones, PDA’s, Pagers, Voice Response Units to call radios or cell phones, etc. May be configured to provide IM like functionality
for secure information sharing. Flat Fee.

EnterSpace Decisioning Service (Development) (EsDS Dev) - Delivers a rules and attribute based authorization service for the
enterprise. Within an SOA, the tool is an authorization “service provider” and a service consumer of identity management services
and environmental attribute services. Enterprise Auditability, real-time alarms/ workflow, secure messaging and a browser based or
stand-alone app. policy/ rules administration point are components of the EsDS. The EsDS is bundled with multiple interfaces
including SOAP Interface, J2SE API, C#, .NET, API, and Web Services Security SDK. NCES compliant. JITC Certified for
PKI/PKE. Not to be used for production environments. Licensed per Core.

Extended Software Maintenance (All Products)
(i) Upgrades and revisions to the Licensed Software as Jericho makes such updates and revisions commercially available.
(ii) Jericho will respond to Customer inquiries relating to Errors that are submitted to Jericho via a toll-free technical support line and
e-mail (support@jerichosystems.com). Applies to production and development licenses.



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FCIS-JB-980001B - Refresh # 22


Unlimited Software Maintenance (All Products)
(i) Upgrades and patches to the Licensed Software.
(ii) 24 x 7 Error Resolution: Jericho will respond to Errors in the Licensed Software by assigning Error Priority Levels, Workaround
Plans, and Resolution Time Frames set forth in SPM Response Timetables. Applies to production and development licenses.

9) RIGHT TO COPY

Jericho Systems Corporation DOES NOT offer right-to-copy licensing

10) PRODUCTS AND SERVICES PRICELIST

10.1 Government Pricelist

     The pricing offered to GSA in the following tables (see next page) reflect a 3% discount off of Jericho Systems Corporation’s
     Commercial Pricelist. Software maintenance offered under SIN 132-34 is also 3% annually off of the Jericho Systems
     Commercial Pricelist.

     Note: Jericho Systems offers GSA generous concessions not offered to our commercial clients on purchases. We offer GSA
     up to eighty (80) hours of installation and customization services in the sales price for each product.




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FCIS-JB-980001B - Refresh # 22



                                                                   Jericho Systems Corporation GSA Pricelist 2009

                                                                                                                                         Effective January 1, 2009 - GS35F0374P
                                                                                                                                                                     Delivery
                                                                                                     Gov
                             Product Name                              Short Name     List Price                Gov Rate      IFF    Net GSA Price        SIN       Lead Time
                                                                                                   Discount
                                                                                                                                                                     (DAYS)
Jericho EnterSpace Technology Products
EnterSpace Decisioning Service                                        EsDS           $51,450.00    3%         $49,906.50   $377.29   $50,283.79       132-33        2

Jericho Solutions and Add-On Modules
EnterSpace Vault                                                      EsV            $50,000.00    3%         $48,500.00   $366.66   $48,866.66       132-33        2
Jericho Authorization Provider for Sharepoint Server 2007             JAzP           $45,000.00    3%         $43,650.00   $329.99   $43,979.99       132-33        2
Jericho Secure Document Service                                       JSDS           $55,000.00    3%         $53,350.00   $403.33   $53,753.33       132-33        2
Jericho SSO Discovery Portal and Templates                            JSSO           $24,000.00    3%         $23,280.00   $176.00   $23,456.00       132-33        2
Jericho Enclave Authorization Service                                 JEAS           $6,400.00     3%         $6,208.00    $46.93    $6,254.93        132-33        2
Jericho SAML Service                                                  JSS            $13,500.00    3%         $13,095.00   $99.00    $13,194.00       132-33        2
Jericho XACML Service                                                 JXS            $13,500.00    3%         $13,095.00   $99.00    $13,194.00       132-33        2
EnterSpace Messaging Service (EMS)                                    EMS            $21,000.00    3%         $20,370.00   $362.88   $20,732.88       132-33        2

Jericho EnterSpace Development Licenses
EnterSpace Decisioning Service (Development)                          EsDS Dev       $25,579.81    3%         $24,812.42   $187.58   $25,000.00       132-33        2

Jericho Extended Maintenance Services
EnterSpace Decisioning Service Extended Maintenance                   MAIN I EsDS    $9,261.00     3%         $8,983.17    $67.91    $9,051.08        132-34        2
JAzP for SharePoint Extended Maintenance                              MAIN I JAzP    $8,100.00     3%         $7,857.00    $59.40    $7,916.40        132-34        2
Jericho Secure Document Service Extended Maintenance                  MAIN I JSDS    $9,900.00     3%         $9,603.00    $72.60    $9,675.60        132-34        2
Jericho SSO Discovery Portal and Templates Extended Maintenance       MAIN I JSSO    $4,320.00     3%         $4,190.40    $31.68    $4,222.08        132-34        2
EnterSpace Vault Extended Maintenance                                 MAIN I EsV     $9,000.00     3%         $8,730.00    $66.00    $8,796.00        132-34        2
Jericho Enclave Authorization Service Extended Maintenance            MAIN I JEAS    $1,152.00     3%         $1,117.44    $8.45     $1,125.89        132-34        2
Jericho SAML Service Extended Maintenance                             MAIN I JSS     $2,430.00     3%         $2,357.10    $17.82    $2,374.92        132-34        2
Jericho XACML Service Extended Maintenance                            MAIN I JXS     $2,430.00     3%         $2,357.10    $17.82    $2,374.92        132-34        2
EnterSpace Messaging Service (EMS) Extended Maintenance Services      MAIN I EMS     $3,780.00     3%         $3,666.60    $362.88   $4,029.48        132-34        2

Jericho Unlimited Maintenance
EnterSpace Decisioning Service Unlimited Maintenance                  MAIN II EsDS   $11,854.00    3%         $11,498.38   $86.93    $11,585.31       132-34        2



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FCIS-JB-980001B - Refresh # 22


Jericho Secure Document Service Unlimited Maintenance              MAIN II JSDS   $12,650.00   3%   $12,270.50   $92.76   $12,363.26   132-34   2
JAzP for SharePoint Extended Maintenance                           MAIN II JAzP   $10,350.00   3%   $10,039.50   $75.90   $10,115.40   132-34   2
Jericho SSO Discovery Portal and Templates Unlimited Maintenance   MAIN II JSSO   $5,520.00    3%   $5,354.40    $40.48   $5,394.88    132-34   2
EnterSpace Vault Unlimited Maintenance                             MAIN II EsV    $11,500.00   3%   $11,155.00   $84.33   $11,239.33   132-34   2
Jericho Enclave Authorization Service Unlimited Maintenance        MAIN II JEAS   $1,472.00    3%   $1,427.84    $10.79   $1,438.63    132-34   2
Jericho SAML Service Unlimited Maintenance                         MAIN II JSS    $3,105.00    3%   $3,011.85    $22.77   $3,034.62    132-34   2
Jericho XACML Service Unlimited Maintenance                        MAIN II JXS    $3,105.00    3%   $3,011.85    $22.77   $3,034.62    132-34   2
EnterSpace Messaging Service Unlimited Maintenance                 MAIN II EMS    $4,830.00    3%   $4,685.10    $35.42   $4,720.52    132-34   2

Jericho Systems Development Labor Categories
Applications Programmer - Development                              DV-AP          $126.03      3%   $122.25      $0.92    $123.18      132-51   2
Applications Programmer - Professional Services                    PS-AP          $87.87       3%   $85.23       $0.64    $85.88       132-51   2
Applications Programmer, Sr - Development                          DV-APSr        $185.00      3%   $179.45      $1.36    $180.81      132-51   2
IA Technical Lead - Development - Development                      DV-IATL        $545.00      3%   $528.65      $4.00    $532.65      132-51   2
INFOSEC Development Engineer, Sr - Development                     DV-ISDESr      $255.00      3%   $247.35      $1.87    $249.22      132-51   2
Internet Architect - Development                                   DV-IA          $240.00      3%   $232.80      $1.76    $234.56      132-51   2
Portal Engineer - Development                                      DV-PE          $126.03      3%   $122.25      $0.92    $123.18      132-51   2
Portal Engineer, Sr - Development                                  DV-PESr        $220.00      3%   $213.40      $1.61    $215.01      132-51   2
Programmer - Development                                           DV-P           $126.03      3%   $122.25      $0.92    $123.18      132-51   2
Programmer, Sr - Development                                       DV-PSr         $185.00      3%   $179.45      $1.36    $180.81      132-51   2
Project Manager - Development                                      DV-PM          $234.40      3%   $227.37      $1.72    $229.09      132-51   2
Quality Assurance Analyst - Development                            DV-QAA         $126.03      3%   $122.25      $0.92    $123.18      132-51   2
Quality Assurance Manager - Development                            DV-QAM         $185.00      3%   $179.45      $1.36    $180.81      132-51   2
Software Engineer - Development                                    DV-SWE         $126.03      3%   $122.25      $0.92    $123.18      132-51   2
Software Engineer, Sr - Development                                DV-SWESr       $185.00      3%   $179.45      $1.36    $180.81      132-51   2
Subject Matter Expert I - Development                              DV-SMEI        $200.00      3%   $194.00      $1.47    $195.47      132-51   2
Subject Matter Expert II - Development                             DV-SMEII       $255.00      3%   $247.35      $1.87    $249.22      132-51   2
Subject Matter Expert III - Development                            DV-SMEIII      $315.00      3%   $305.55      $2.31    $307.86      132-51   2
Subject Matter Expert IV - Development                             DV-SMEIV       $385.00      3%   $373.45      $2.82    $376.27      132-51   2
Systems Analyst - Development                                      DV-SyA         $95.53       3%   $92.66       $0.70    $93.37       132-51   2
Systems Analyst, Sr - Development                                  DV-SyASr       $138.37      3%   $134.22      $1.01    $135.25      132-51   2
Systems Architect - Development                                    DV-SA          $172.76      3%   $167.58      $1.27    $168.85      132-51   2
Systems Architect, Sr - Development                                DV-SASr        $255.00      3%   $247.35      $1.87    $249.22      132-51   2



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FCIS-JB-980001B - Refresh # 22


Systems Engineer - Development                             DV-SyE      $169.85        3%   $164.75        $1.25      $166.00        132-51   2
Systems Engineer, Sr - Development                         DV-SyESr    $225.00        3%   $218.25        $1.65      $219.90        132-51   2

Jericho Solutions Professional Services Labor Categories
Applications Programmer, Sr - Professional Services        PS-APSr     $     163.69   3%   $     158.78   $   1.20   $     159.98   132-51   2
IA Technical Lead - Professional Services                  PS-IATL     $     130.49   3%   $     126.58   $   0.96   $     127.53   132-51   2
INFOSEC Consulting Engineer, Sr - Professional Services    PS-ISCESr   $     180.50   3%   $     175.09   $   1.32   $     176.41   132-51   2
Internet Architect - Professional Services                 PS-IA       $     143.89   3%   $     139.58   $   1.06   $     140.63   132-51   2
Portal Engineer - Professional Services                    PS-PE       $     114.71   3%   $     111.27   $   0.84   $     112.11   132-51   2
Portal Engineer, Sr - Professional Services                PS-PESr     $     91.45    3%   $     88.70    $   0.67   $     89.37    132-51   2
Programmer - Professional Services                         PS-P        $     97.15    3%   $     94.24    $   0.71   $     94.95    132-51   2
Programmer, Sr - Professional Services                     PS-PSr      $     163.69   3%   $     158.78   $   1.20   $     159.98   132-51   2
Project Manager - Professional Services                    PS-PM       $     203.83   3%   $     197.72   $   1.49   $     199.21   132-51   2
Quality Assurance Analyst - Professional Services          PS-QAA      $     142.11   3%   $     137.85   $   1.04   $     138.89   132-51   2
Quality Assurance Manager - Professional Services          PS-QAM      $     99.08    3%   $     96.10    $   0.73   $     96.83    132-51   2
Software Engineer - Professional Services                  PS-SWE      $     97.15    3%   $     94.24    $   0.71   $     94.95    132-51   2
Software Engineer, Sr - Professional Services              PS-SWESr    $     163.69   3%   $     158.78   $   1.20   $     159.98   132-51   2
Subject Matter Expert I - Professional Services            PS-SMEI     $     152.86   3%   $     148.27   $   1.12   $     149.40   132-51   2
Subject Matter Expert II - Professional Services           PS-SMEII    $     180.50   3%   $     175.09   $   1.32   $     176.41   132-51   2
Subject Matter Expert III - Professional Services          PS-SMEIII   $     203.82   3%   $     197.71   $   1.49   $     199.20   132-51   2
Subject Matter Expert IV - Professional Services           PS-SMEIV    $     254.77   3%   $     247.13   $   1.87   $     249.00   132-51   2
Systems Analyst - Professional Services                    PS-SyA      $     95.53    3%   $     92.66    $   0.70   $     93.37    132-51   2
Systems Analyst, Sr - Professional Services                PS-SyASr    $     153.37   3%   $     148.77   $   1.12   $     149.90   132-51   2
Systems Architect - Professional Services                  PS-SA       $     146.11   3%   $     141.73   $   1.07   $     142.80   132-51   2
Systems Architect, Sr - Professional Services              PS-SASr     $     203.82   3%   $     197.71   $   1.49   $     199.20   132-51   2
Systems Engineer - Professional Services                   PS-SyE      $     101.91   3%   $     98.85    $   0.75   $     99.60    132-51   2
Systems Engineer, Sr - Professional Services               PS-SyESr    $     180.50   3%   $     175.09   $   1.32   $     176.41   132-51   2

Jericho Systems Training
Classroom Training                                         PS-T        $3,000.00      3%   $2,910.00      $22.00     $2,932.00      132-50




                                                                                                                                                 17
FCIS-JB-980001B - Refresh # 22



10.2 Commercial Sales Practice Chart

                                           Jericho Systems Corporation Commercial Sales Practice Chart
 SINs 132-33, 132-34 and 132-50
                                                        Standard
                                                                        Non-                 Prompt                                % of
                                                       Discount %
                  Type of Customer                                    Standard    Rebates   Payment      Warranty      FOB        Gross
                                                         Pricing
                                                                      Discount              Discount                              Sales
                                                        Policies
 Distributors (sell only to Dealers/Resellers)             0%        See Note 1    None      None        Standard      N/A         0%
 Dealers/Resellers (resell to End users)                   0%        See Note 1    None      None        Standard      N/A         0%
 VAR/System Integrators                                    0%        See Note 1    None      None        Standard      N/A         0%
 Original Equipment Manufacturers (OEMs)                   0%        See Note 1    None      None        Standard      N/A         0%
 State and Local Governments                               0%        See Note 1    None      None        Standard      N/A         0%
 National/Corporate Accounts                               0%        See Note 1    None      None        Standard      N/A        100%
 Commercial End Users                                      0%        See Note 1    None      None        Standard      N/A         0%
 Educational Institutions & Non-Profit Organizations       0%        See Note 1    None      None        Standard      N/A         0%
 Federal Government                                        0%        See Note 1    None      None        Standard      N/A         0%

 Proposed GSA                                              3%        See Note 1    None      None        Standard   Destination




                                                                                                                                          18
FCIS-JB-980001B - Refresh # 22


                                      SOFTWARE AND MAINTENANCE AGREEMENTS

END-USER LICENSE AGREEMENT FOR JERICHO SYSTEMS

IMPORTANT-READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between you (either an
individual or a single entity) and Jericho Systems Corporation for the Jericho Systems software that accompanies this EULA, which
includes licensed computer software and may include associated media, printed materials, "online" or electronic documentation, and
Internet-based services ("Software"). An amendment or addendum to this EULA may accompany the software. YOU AGREE TO BE
BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE. IF YOU DO
NOT AGREE, DO NOT INSTALL, COPY, OR USE THE SOFTWARE, AND DELETE FROM YOUR COMPUTER SYSTEMS ANY
PORTION OF THE SOFTWARE PREVIOUSLY INSTALLED.

THIS IS A SOFTWARE PRODUCT LICENSE: PLEASE BACK UP ALL IMPORTANT DATA PRIOR TO INSTALLATION.

1) GRANT OF LICENSE

Jericho Systems grants you a perpetual, non-exclusive, nontransferable, royalty-free license to install and use one copy of the
Licensed Software. You may not, and may not allow any other person to, attempt to decompile, disassemble, reverse engineer or
use any other process to gain access to the design or source code of the Licensed Software. You will not sell, license, rent, modify,
distribute, copy, reproduce, transmit, display, adapt, edit or create derivative works of the Licensed Software except as specifically
provided herein.

2) RESERVATION OF RIGHTS AND OWNERSHIP

Jericho Systems reserves all rights not expressly granted to you in this EULA. The Licensed Software is protected by copyright and
other intellectual property laws and treaties. Jericho Systems or its suppliers own the title, copyright, and other intellectual property
rights in the Software. The Software is licensed, not sold.

3) TERMINATION

Without prejudice to any other rights, Jericho Systems may terminate this EULA if you fail to comply with the terms and conditions of
this EULA. In such event, you shall immediately delete the Licensed Software and all component parts from your computer systems
or, if applicable, return all copies of the Licensed Software to Jericho in the same working condition as they were when Jericho
delivered the Licensed Software to you.

4) LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY

You may not reverse engineer, decompile, or disassemble the Licensed Software, except and only to the extent that such activity is
expressly permitted by applicable law notwithstanding this limitation.

5) NO RENTAL/COMMERCIAL HOSTING

You may not rent, lease, lend or provide commercial hosting services with the Licensed Software.

6) EXPORT RESTRICTIONS

You acknowledge that the Licensed Software is subject to U.S. export jurisdiction. You agree to comply with all applicable
international and national laws that apply to the Licensed Software, including the U.S. Export Administration Regulations, as well as
end-user, end-use, and destination restrictions issued by U.S. and other governments.

7) OPERATING PROCEDURES

a.   You are responsible for the implementation of the Licensed Software, including acquiring adequate computer hardware,
     insuring proper machine configuration, providing for data back-up and program installation.

b.   Jericho is under no obligation to make any changes or modifications to the Licensed Software. Jericho reserves the right to
     discontinue work on the Licensed Software or to revise the Licensed Software so it provides different features or functions in
     different environment configurations.




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FCIS-JB-980001B - Refresh # 22


8) LIMITATIONS ON WARRANTY AND LIABILITY

a.   THE LICENSED SOFTWARE AND ASSOCIATED DOCUMENTATION MAY CONTAIN DEFECTS, FAIL TO COMPLY WITH
     SPECIFICATIONS, AND MAY PRODUCE UNINTENDED OR ERRONEOUS RESULTS WHEN OPERATED WITH OTHER
     PRODUCTS. THE LICENSED SOFTWARE IS PROVIDED AS IS. JERICHO DISCLAIMS ALL EXPRESS OR IMPLIED
     REPRESENTATIONS AND WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT,
     AND FITNESS FOR A PARTICULAR PURPOSE.

b.   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL JERICHO SYSTEMS OR ITS
     SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES
     WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER
     INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO
     MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY
     OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF
     OR INABILITY TO USE THE LICENSED SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR
     OTHER SERVICES, INFORMATON, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR
     OTHERWISE ARISING OUT OF THE USE OF THE LICENSED SOFTWARE, OR OTHERWISE UNDER OR IN
     CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING
     NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF
     JERICHO SYSTEMS OR ANY SUPPLIER, AND EVEN IF JERICHO SYSTEMS OR ANY SUPPLIER HAS BEEN ADVISED
     OF THE POSSIBILITY OF SUCH DAMAGES.

9) U.S. GOVERNMENT LICENSE RIGHTS

All Licensed Software provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided
with the commercial license rights and restrictions described elsewhere herein. All Licensed Software provided to the U.S.
Government pursuant to solicitations issued prior to December 1, 1995 is provided with "Restricted Rights" as provided for in FAR,
48 CFR 52.227 -14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.

10) OWNERSHIP AND CONFIDENTIALITY

a.   Jericho shall have sole and exclusive ownership of all right, title, and interest in and to the Licensed Software and any additions
     or modifications thereto arising during the use of Licensed Software or as a result of any other collaboration between Jericho
     and you, and all intellectual property rights associated therewith. Upon Jericho’s request, you will execute such further
     instruments and take such further action as Jericho may reasonably request to effect ownership of any such modifications.

b.   You will have access to confidential or proprietary information of Jericho Systems, which includes the Licensed Software,
     evaluation and test results, product designs and specifications, Jericho’s business plans or strategies, the terms of this
     Agreement, and any other information or materials identified by Jericho Systems as confidential or proprietary or that you
     should reasonably know is confidential (collectively “Confidential Information”). You will not disclose Confidential Information to
     third parties, and will protect the Confidential Information with the same degree of care (but no less than a reasonable degree
     of care) as a reasonably prudent person would use under like circumstances. You will not use any Confidential Information
     except for the purposes set forth in this Agreement. Upon termination of this Agreement, unless you and Jericho enter into a
     license agreement for the extended use of the Licensed Software, you will return or provide certification of destruction of all
     Confidential Information to Jericho Systems.

11) GENERAL PROVISIONS

This Agreement is governed by and construed in accordance with the laws of the State of Texas, without reference to conflicts of
law provisions. None of the rights and obligations of the parties to this Agreement may be assigned by you without the written
consent of Jericho Systems. The parties are independent contractors and nothing contained herein shall constitute either party as
the agent of the other party or constitute the parties as partners. No change in any term or condition of this Agreement is valid or
binding unless mutually agreed to in writing by both parties. The failure of either party to enforce any provision of this Agreement, or
the failure to require performance by the other party of any provision of this Agreement, shall not be construed to be a waiver of
such provision. If a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that
provision will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this
Agreement will continue in full force and effect. This Agreement is the entire agreement between the parties with respect to the
subject matter hereof. Any provision of this Agreement whose applicability is not limited to the Term, either expressly or by
reasonable implication, or that contemplates performance or observance subsequent to any termination or expiration of this


                                                                                                                                      20
FCIS-JB-980001B - Refresh # 22


Agreement, shall survive any termination or expiration of this Agreement and continue in full force and effect. You will comply with
all laws, rules and regulations applicable to the use of the Licensed Software including U.S. Export Administration Regulations.




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EVALUATION LICENSE AGREEMENT

IMPORTANT -- READ CAREFULLY BEFORE INSTALLING THIS SOFTWARE: By selecting “I ACCEPT” at the bottom of the
screen or installing this software (the “Licensed Software”), you agree to be and are hereby bound by the terms of this Evaluation
License Agreement (the “Agreement”). If you do not agree to the terms of this Agreement, you must (i) not install the Licensed
Software and (ii) delete from your computer systems any portion of the Licensed Software previously installed. You and Jericho
Systems Corporation (“Jericho”) are collectively referred to as the “Parties.”

THIS IS AN EVALUATION LICENSE: PLEASE BACK UP ALL IMPORTANT DATA PRIOR TO INSTALLATION.

1) EVALUATION LICENSE

During the Term, you are granted a limited, non-exclusive, nontransferable, royalty-free license to install and use one copy of the
Licensed Software solely for test and evaluation purposes and providing feedback to Jericho. You may not, and may not allow any
other person to, attempt to decompile, disassemble, reverse engineer or use any other process to gain access to the design or
source code of the Licensed Software. You will not sell, license, rent, modify, distribute, copy, reproduce, transmit, display, adapt,
edit or create derivative works of the Licensed Software except as specifically provided herein.

2) TERM AND TERMINATION

This Agreement will commence on the date you click “I ACCEPT” and continue for the period indicated by the provided license or
until the Parties enter into a license agreement for the use of the Licensed Software in a production environment, whichever occurs
earlier (the “Term”). Jericho may terminate this Agreement in the event you breach any provision contained herein. Unless otherwise
agreed, upon expiration or termination of this Agreement for any reason, you shall immediately delete the Licensed Software from
your computer systems or, if applicable, return all copies of the Licensed Software to Jericho in the same working condition as they
were when Jericho delivered the Licensed Software to you.

3) OPERATING PROCEDURES

a.   You are responsible for the implementation of the Licensed Software, including acquiring adequate computer hardware,
     insuring proper machine configuration, providing for data back-up and program installation.

b.   Jericho is under no obligation to make any changes or modifications to the Licensed Software. Jericho reserves the right to
     discontinue work on the Licensed Software or to revise the Licensed Software so it provides different features or functions in
     different environment configurations.

4) LIMITATIONS ON WARRANTY AND LIABILITY

a.   THE LICENSED SOFTWARE AND ASSOCIATED DOCUMENTATION MAY CONTAIN DEFECTS, FAIL TO COMPLY WITH
     SPECIFICATIONS, AND MAY PRODUCE UNINTENDED OR ERRONEOUS RESULTS WHEN OPERATED WITH OTHER
     PRODUCTS. THE LICENSED SOFTWARE IS PROVIDED AS IS. JERICHO DISCLAIMS ALL EXPRESS OR IMPLIED
     REPRESENTATIONS AND WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT,
     AND FITNESS FOR A PARTICULAR PURPOSE.

b.   TO THE MAXIMUM EXTENT ALLOWED BY LAW, IN NO EVENT WILL JERICHO BE LIABLE FOR DAMAGES OF ANY KIND
     (DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL) ARISING UNDER THIS AGREEMENT, WHETHER BASED IN
     CONTRACT, TORT (INCLUDING NEGLIGENCE), INTENDED CONDUCT OR OTHERWISE, INCLUDING DAMAGES
     RESULTING FROM ANY DEFECT IN THE LICENSED SOFTWARE OR ASSOCIATED DOCUMENTATION, EVEN IF
     JERICHO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5) OWNERSHIP AND CONFIDENTIALITY

a.   Jericho shall have sole and exclusive ownership of all right, title, and interest in and to the Licensed Software and any additions
     or modifications thereto arising during the evaluation or test or as a result of any other collaboration between Jericho and you,
     and all intellectual property rights associated therewith. Upon Jericho’s request, you will execute such further instruments and
     take such further action as Jericho may reasonably request to effect ownership of any such modifications.

b.   You will have access to confidential or proprietary information of Jericho, which includes the Licensed Software, evaluation and
     test results, product designs and specifications, Jericho’s business plans or strategies, the terms of this Agreement, and any
     other information or materials identified by Jericho as confidential or proprietary or that you should reasonably know is

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FCIS-JB-980001B - Refresh # 22


     confidential (collectively “Confidential Information”). You will not disclose Confidential Information to third parties, and will
     protect the Confidential Information with the same degree of care (but no less than a reasonable degree of care) as a
     reasonably prudent person would use under like circumstances. You will not use any Confidential Information except for the
     purposes set forth in this Agreement. Upon termination of this Agreement, unless you and Jericho enter into a license
     agreement for the extended use of the Licensed Software, you will return or destroy all Confidential Information to Jericho.

6) INDEMNIFICATION

You will have access to confidential or proprietary information of Jericho, which includes the Licensed Software, evaluation and test
results, product designs and specifications, Jericho’s business plans or strategies, the terms of this Agreement, and any other
information or materials identified by Jericho as confidential or proprietary or that you should reasonably know is confidential
(collectively “Confidential Information”). You will not disclose Confidential Information to third parties, and will protect the Confidential
Information with the same degree of care (but no less than a reasonable degree of care) as a reasonably prudent person would use
under like circumstances. You will not use any Confidential Information except for the purposes set forth in this Agreement. Upon
termination of this Agreement, unless you and Jericho enter into a license agreement for the extended use of the Licensed
Software, you will return or destroy all Confidential Information to Jericho.

7) GENERAL PROVISIONS

This Agreement is governed by and construed in accordance with the laws of the State of Texas, without reference to conflicts of
law provisions. None of the rights and obligations of the parties to this Agreement may be assigned by you without the written
consent of Jericho. The parties are independent contractors and nothing contained herein shall constitute either party as the agent
of the other party or constitute the parties as partners. No change in any term or condition of this Agreement is valid or binding
unless mutually agreed to in writing by both parties. The failure of either party to enforce any provision of this Agreement, or the
failure to require performance by the other party of any provision of this Agreement, shall not be construed to be a waiver of such
provision. If a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that
provision will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this
Agreement will continue in full force and effect. This Agreement is the entire agreement between the parties with respect to the
subject matter hereof. Any provision of this Agreement whose applicability is not limited to the Term, either expressly or by
reasonable implication, or that contemplates performance or observance subsequent to any termination or expiration of this
Agreement, shall survive any termination or expiration of this Agreement and continue in full force and effect. You will comply with
all laws, rules and regulations applicable to the use of the Licensed Software including U.S. Export Administration Regulations.




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                                          SCHEDULE B - SOFTWARE MAINTENANCE

A. MAINTENANCE SERVICES

Jericho Systems Corporation will provide to Customer the License Agreement and upon payment of the applicable fees, the
Extended or Unlimited Maintenance Services. Jericho will not provide Maintenance Services for (i) any modifications to the
Licensed Software and (ii) any version of the Licensed Software other than the then-current major release and the immediately
preceding major release to the then-current major release.

1) Extended Maintenance Services include the following:

a.   Upgrades and revisions to the Licensed Software as Jericho makes such updates and revisions commercially available.

b.   Jericho will respond to Customer inquiries relating to Errors that are submitted to Jericho via a toll-free technical support line
     and e-mail (support@jerichosystems.com).

2) Unlimited Maintenance Services include the Extended Maintenance Services and the following:

a.   Upgrades and patches to the Licensed Software.

     (i)    Jericho will respond to Errors in the Licensed Software by assigning such Error a Priority Level based on the following
            descriptions:

            Priority Levels:
            Priority 1 (Critical):         The Licensed Software is unavailable or unusable.
            Priority 2 (Serious):          The Licensed Software is seriously impacted or productivity is slowed dramatically.
            Priority 3 (Degraded):         Minor annoying problem in the Licensed Software that compromises productivity;
                                           functionality is not working as documented, but a workaround exists for serious usability or
                                           development issue.
            Priority 4 (Minimal):          Licensed Software errors are low-impact. Little or no impact to daily business process.

     (ii)   Based on Jericho’s assignment of a Priority Level, Jericho will acknowledge, develop a workaround (if applicable) and
            resolve the Error within the timeframes set forth in the Response Timetable.

Response Timetable:

Priority
              Classification        Acknowledgement               Resolution Goal                 Workaround and Final Resolution
 Level
                                                                                                 Workaround within 24 hours; final
1            Critical           Within 4 hours           Within 12 hours
                                                                                                 resolution within 4 days
                                                                                                 Workaround within 48 hours; final
2            Serious            Within 8 hours           Within 24 hours
                                                                                                 resolution within 7 days
                                                                                                 Workaround within 7 days; final
3            Degraded           Within 8 hours           Within 3 days
                                                                                                 resolution in next available release
4            Minimal            Within 24 hours          Worked on a time available basis        Worked on a time available basis



b.   Acknowledge: Jericho’s acknowledgement of Customer’s problem and the beginning of information gathering process.

c.   Resolution: Represents the time frame by which either a “fix” or a plan for achieving a fix is provided. A fix is defined as a
     temporary or permanent patch, correction, or workaround. The goal will be to provide a fix for a problem as soon as possible.

3) Maintenance Services Fees

The following annual Maintenance Fees for Extended and Unlimited Maintenance Services are valid for the first Contract Year.
Thereafter, the Maintenance Fees may be adjusted by Jericho.



B. EXCLUSIONS FROM JERICHO SOFTWARE MAINTENANCE


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FCIS-JB-980001B - Refresh # 22


The Scope of Support to Client only includes technical assistance and/or general consultation with regard to software Client has
licensed from Jericho and for which Client has elected to receive Maintenance and Support (the “Covered Software”).

The following is expressly excluded from the terms of this Agreement:

     1)   Provisioning, installation and/or support of third party or non Jericho software.
     2)   Installation of updates and enhancements to Jericho software.
     3)   Upgrading any hardware and memory on the system on which Client uses Covered Software.
     4)   Repair of the Covered Software and data if Jericho determines the failure is related to:
          a. equipment or supplies being used
          b. misuse or neglect of the Covered Software
          c. anyone other than a member of Jericho staff making any alteration to the Covered Software or to the system files
                which may affect the Covered Software
          d. environmental conditions, including, but not limited to, insufficient, excessive, or irregular electrical power, failure of
                air conditioning, excessive heat or humidity, flood, water, wind or lightning
          e. use of the Covered Software for purposes other than those for which it was expressly designed
          f.    the relocation or reinstallation of the Covered Software.
     5)   Jericho reserves the right to charge additional support fees at its then standard rates for services performed in connection
          with support questions and incidents outside the scope of Jericho Covered Software; these may include questions relating
          to LDAP, Web Services, Open Standards, and/or general system administration of Client environment. Notwithstanding
          the foregoing, Jericho has no obligation to perform support services in connection with issues resulting from software not
          supplied by Jericho.

C. SOFTWARE MODIFICATIONS

Any modifications Client makes to Jericho Software, including any modifications to any third party licensed software included with or
embedded in Jericho Software, will render any Maintenance or Warranty obligations contained in this Agreement null and void.
Jericho will not be liable, in any respect, for any such modifications or any errors, losses or damage resulting from such
modifications.




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FCIS-JB-980001B - Refresh # 22


                                  USA COMMITMENT TO PROMOTE SMALL BUSINESS
                                    PARTICIPATION PROCUREMENT PROGRAMS



                                                         COMMITMENT

To actively seek and partner with small businesses.

To identify, qualify, mentor, and develop small, small disadvantaged, and women-owned small businesses by purchasing from these
businesses whenever practical.

To develop and promote company policy initiatives that demonstrate our support for awarding contracts and subcontracts to small
business concerns.

To undertake significant efforts to determine the potential of small, small disadvantaged, and women-owned small business to
supply products and services to our company.

To ensure procurement opportunities are designed to permit the maximum possible participation of small, small disadvantaged, and
women-owned small businesses.

To attend business opportunity workshops, minority business enterprise seminars, trade fairs, procurement conferences, etc., to
identify and increase small businesses with whom to partner.

To publicize in our marketing publications our interest in meeting small businesses that may be interested in subcontracting
opportunities.

We signify our commitment to work in partnership with small, small disadvantaged, and women-owned small businesses to promote
and increase their participation in ordering activity contracts. To accelerate potential opportunities please contact:

Brynn Mow, CEO/Owner
brynn.mow@jerichosystems.com
972-231-2000 - office
972-234-1100 - fax




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                BEST VALUE BLANKET PURCHASE AGREEMENT FEDERAL SUPPLY SCHEDULE

(Insert Customer Name)

In the spirit of the Federal Acquisition Streamlining Act (Order Activity) and (Contractor) enter into a cooperative agreement to
further reduce the administrative costs of acquiring commercial items from the General Services Administration (GSA) Federal
Supply Schedule Contract GS-35F-0374P.

Federal Supply Schedule contract BPAs eliminate contracting and open market costs such as: the search for sources; the
development of technical documents and solicitations; and the evaluation of bids and offers. Contractor Team Arrangements are
permitted with Federal Supply Schedule contractors in accordance with Federal Acquisition Regulation (FAR) Subpart 9.6.

This BPA will further decrease costs, reduce paperwork and save time by eliminating the need for repetitive, individual purchases
from the Schedule contract. The end result is to create a purchasing mechanism for the ordering activity that works better and costs
less.




Signatures




_______________________________________________ _____________________
Ordering Activity                                       Date




_______________________________________________ _____________________
Contractor                                                      Date




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FCIS-JB-980001B - Refresh # 22


                                                                                                   BPA Number________________

                                                      (Customer Name)
                                               BLANKET PURCHASE AGREEMENT

Pursuant to GSA Federal Supply Service Contract Number GS-35F-0374P, Blanket Purchase Agreements, the Contractor agrees to
the following terms of a Blanket Purchase Agreement (BPA) EXXCLUSIVELY WITH (Ordering Activity).

(1)       The following contract items can be ordered under this BPA. All orders placed against this BPA are subject to the terms
and conditions of the contract, except as noted below:

          MODEL NUMBER/PART NUMBER                                     *SPECIAL BPA DISCOUNT/PRICE
          ____________________________                                 _____________________________
          ____________________________                                 _____________________________
          ____________________________                                 _____________________________

(2)       Delivery:

          DESTINATION                                                  DELIVERY SCHEDULES/DATES
          ____________________________                                 _____________________________
          ____________________________                                 _____________________________
          ____________________________                                 _____________________________

(3)     The ordering activity estimates, but does not guarantee, that the volume of purchases through this agreement will be
_____________________________.

(4)       This BPA does not obligate any funds.

(5)       This BPA expires on ________________ or at the end of the contract period, whichever is earlier.

(6)       The following office(s) is hereby authorized to place orders under this BPA:

          OFFICE                                                       POINT OF CONTACT
          ____________________________                                 _____________________________
          ____________________________                                 _____________________________
          ____________________________                                 _____________________________

(7)       Orders will be placed against this BPA via Electronic Data Interchange (EDI), fax, or paper.

(8)       Unless otherwise agreed to, all deliveries under this BPA must be accompanied by delivery tickets or sales slips that must
contain the following information as a minimum:
          (a)        Name of Contractor;
          (b)        Contract Number;
          (c)        BPA Number;
          (d)        Model Number or National Stock Number (NSN);
          (e)        Purchase Order Number;
          (f)        Date of Purchase;
          (g)        Quantity, Unit Price, and Extension of Each Item (unless prices and extensions need not be shown when
                     incompatible with the use of automated systems; provided that the invoice is itemized to show the information);
          (h)        Date of Shipment.

(9)       The requirements of a proper invoice are specified in the Federal Supply Schedule contract. Invoices will be submitted to
the address specified within the purchase order transmission issued against this BPA.

(10)     The terms and conditions included in this BPA apply to all purchases made pursuant to it. In the event of an inconsistency
between the provisions of this BPA and the Contractor’s invoice, the provision of this BPA will take precedence.




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FCIS-JB-980001B - Refresh # 22


                     BASIC GUIDELINES FOR USING CONTRACTOR TEAM ARRANGEMENTS

Federal Supply Schedule Contractors may use “Contractor Team Arrangements” (see FAR 9.6) to provide solutions when
responding to an ordering activity requirements.

These Team Arrangements can be included under a Blanket Purchase Agreement (BPA). BPAs are permitted under all Federal
Supply Schedule contracts.

Orders under a Team Arrangement are subject to terms and conditions or the Federal Supply Schedule Contract.

Participation in a Team Arrangement is limited to Federal Supply Schedule Contractors.

Customers should refer to FAR 9.6 for specific details on Team Arrangements.

Here is a general outline on how it works:
         The customer identifies their requirements.
         Federal Supply Schedule Contractors may individually meet the customers needs, or -
         Federal Supply Schedule Contractors may individually submit a Schedules “Team Solution” to meet the customer’s
          requirement.
         Customers make a best value selection.




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