1.  Inspection/Acceptance

Software Engineering Associates, Inc. shall only tender for acceptance those items that conform to the requirements of this contract.  The Government reserves the right to inspect or test any software that has been tendered for acceptance.  The Government may require repair or replacement of nonconforming software at no increase in contract price.  The Government must exercise its post-acceptance rights (1) within a reasonable time 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, Software Engineering Associates, Inc.’s (SEA) standard commercial guarantee/warranty as stated in the contract’s commercial pricelist will apply to this contract. SEA warrants that the delivered software will perform as described for a period of one (1) year from the date of delivery.  During that time, SEA will correct any anomalies identified in the delivered software free of charge to the purchasing agency.  SEA will also provide reasonable telephone support for the installation and use of the delivered software to the purchasing agency.

b.   Software Engineering Associates, Inc. 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, Software Engineering Associates, Inc. will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

3.  Technical Services

Software Engineering Associates, Inc., without additional charge to the Government, shall provide a hot line technical support number (937) 438-4970 for the purpose of providing user assistance and guidance in the implementation of the software.  The technical support number is available from 08:00 to 18:00 Eastern Time.

4.  Software Maintenance

a.   Software maintenance service shall include the following:

SEA warrants that the delivered software will perform as described for a period of one (1) year from the date of delivery.  During that time, SEA will correct any anomalies identified in the delivered software free of charge to the purchasing agency.  SEA will also provide reasonable telephone support for the installation and use of the delivered software to the purchasing agency.

b.   Invoices for maintenance service shall be submitted by Software Engineering Associates, Inc. on a quarterly or monthly 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 (SIN 132-34)  

a.   Software Engineering Associates, Inc. shall honor orders for periods for the duration of the contract period or a lessor period of time.

b.   Maintenance may be discontinued by the Government on thirty (30) calendar days written notice to Software Engineering Associates, Inc.

c.   Annual Funding.  When annually appropriated funds are cited on an order for maintenance, the period of the maintenance shall automatically expire on September 30 of the contract period or at the end of the contract period, whichever occurs first.  Renewal of the maintenance orders citing the new appropriation shall be required if the maintenance is to be continued during any remainder of the contract period.

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

e.   Ordering offices should notify Software Engineering Associates, Inc. in writing thirty (30) calendar days prior to the expiration of an order 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.  Utilization Limitations (SINs 132-33 and 132-34)

a.   Software acquisition is limited to commercial computer software defined in FAR Part 2.101.

b.   When acquired by the Government, 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 Software Engineering Associates, Inc. unless otherwise specified.

(2)    Software licenses are by site and by agency.  An agency is defined as a cabinet level or independent agency.  The software may be used by any subdivision of the agency (service, bureau, division, command, etc.) that has access to the site the software is placed at, even if the subdivision did not participate in the acquisition of the software.  Further, the software may be used on a sharing basis where multiple agencies have joint projects that can be satisfied by the use of the software placed at one agency's site.  This would allow other agencies access to one agency's database.  For Government public domain databases, user agencies and third parties may use the computer program to enter, retrieve, analyze and present data.  The user agency will take appropriate action by instruction, agreement, or otherwise, to protect Software Engineering Associates, Inc.’s proprietary property with any third parties that are permitted access to the computer programs and documentation in connection with the user agency's permitted use of the computer programs and documentation.  For purposes of this section, all such permitted third parties shall be deemed agents of the user agency.

(3)     Except as is provided in paragraph 8.b(2) above, the Government 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 Software Engineering Associates, Inc.  Third parties do not include prime Contractors, subcontractors and agents of the government who have the   Government's permission to use the licensed software and documentation at the facility, 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 Government to use software, documentation, or information therein, which the Government may already have or obtains without restrictions.

(4)     The Government 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 Government has the right to transfer the software to another site if the Government site for which it is acquired is deemed to be unsafe for Government personnel; to use the computer software and documentation with a backup computer when the primary computer is inoperative; to copy computer programs for safekeeping (archives) or backup purposes; to transfer a copy of the software to another site for purposes of benchmarking new hardware and/or software; and to modify the software and documentation or combine it with other software, provided that the unmodified portions shall remain subject to these restrictions.

(5)     "Commercial Computer Software" may be marked with the  Contractor's standard commercial restricted rights legend, but the schedule contract and schedule pricelist, including this clause, "Utilization Limitations" are the only governing terms and conditions,  and shall take precedence and supersede any different or additional terms and conditions included in the standard commercial legend.

7.   Software Conversions (SIN 132-33)

Full monetary credit will be allowed to the Government when conversion from one version of the software to another is made as the result of a change in operating system, or from one computer system to another.  Under a perpetual license (SIN 132-33), the purchase price of the new software shall be reduced by the amount that was paid to purchase the earlier version. 

8.   Descriptions And Equipment Compatibility

The SEA JOVIAL compilers incorporate many features not found in other compilers and represent an evolution of user preferences and requirements with a maturity unsurpassed by any other JOVIAL translator.  SEA's JOVIAL compiler and support tools are used world-wide to support embedded military applications and commercial/non-DoD efforts.

Samples of important features available in the SEA JOVIAL compilers include:  

·        Global Optimization:  The SEA compiler has the unique feature of providing global optimiza­tion for the VAX, SPARC, Intel, PowerPC, Mips and 1750A target code generators.  The global optimizer significantly im­proves many coding sequences by making better selections for register assignments, deleting un­necessary assignments, moving code that is invariant from outside loops, folding complex formulas into a single computation with references to the result, and utilizing various other optimization techniques to generate more memory and execution-speed efficient code.  Evaluations performed using typical 1750A embedded avionics programs (control and display, navigation, targeting, weapons delivery, etc.) indicate memory savings in the 15 to 20 percent range over the same source compiled without the global optimizer. 

·        Cross-Platform Targeting:  SEA's compilers utilize a common "front-end" thus insuring that syntactic and semantic processing of user code will be the same no matter what the target processor may be.  

·        User Selectable Listings and Reports:  The compiler can generate various listing files in multiple formats to best support documentation and maintenance efforts.   

·        System Cross Reference:  The compiler can be made to produce a symbol information file for each compilation that is compatible with the SEA JOVIAL System Documentor.  These informa­tion files are combined by the cross-reference program to produce a global cross-reference listing of all items, procedures, etc.  This feature, when properly used, supplements automated configuration management of large subsystems and developments by identifying all data references and allocations.  

·        Unlimited Symbol Table:  The compiler uses a virtual symbol table which allows an almost un­limited module size compilation. (This feature is unique among all JOVIAL compilers).

9.  Right-To-Copy Pricing

There is no discounted pricing offered for right-to-copy licenses.