d /o(u u-/ i

ORDER FOR SUPPLIES OR SERVICES PAGE IF PAGES

IMPORTANT: Mark all packages andpapers with contract andlor order numbers. BPA NO. P PA

1. DATE OF ORDERI / I A / A A 2. CONTRACT NO. (If any) 6. SHIP TO:

_D /O(U L) U-/ I3. ORDER NO. " MJDIFICATION NO. 4. REQUISITION/REFERENCE NO.

03-09-075 & 03-09-076NRC-DR-03-09-075

a. NAME OF CONSIGNEEU.S. Nuclear Regulatory Commission

b. STREET ADDRESS

Office of Nuclear Reactor RegulationAttn. Bernard Grenier, 301-415-2726, [email protected]

Mail Stop: O-13-E19

5. ISSUING OFFICE (Address correspondence to)

U.S. Nuclear Regulatory CommissionDiv. of ContractsAttn: Jennifer A. DeFino, 301-492-3637, [email protected] Stop: TWB-01-BlOMWashington, DC 20555

c. CITY

Washingtond. STATE e. ZIP CODE

DC 20555

7. TO: f. SHIP VIA

a. NAME OF CONTRACTOR

OPERATION TECHNOLOGY INC. 8. TYPE OF ORDER

b. COMPANY NAME T a. PURCHASE b. DELIVERY

REFERENCE YOUR Except for billing instructions on the reverse, thisPlease furnish the following on the terms and delivery order is subject to instructions

c. STREET ADDRESS conditions specified on both sides of this order contained on this side only of this form and is

17 GOODYEAR STE 100 and on the attached sheet, if any, including issued subject to the terms and conditions

delivery as indicated, of the above-numbered contract.

d. CITY e. STATE f. ZIP CODE

IRVINE CA 926181822

9. ACCOUNTING AND APPROPRIATION DATA 10. REQUISITIONING OFFICE NRR920-15-111-133 J-4225 252M 31X0200.920 FFS: NRR-09-077 OBLIGATE: $38,750.00920-15-111-133 J-4225 252M 31X0200.920 FFS: NRR-09-076 OBLIGATE: $5,167.00CONTRACTOR DUNS: 602276354

11. BUSINESS CLASSIFICATION (Check appropriate box(es)) 12. F.O.B, POINT

] a. SMALL •- b. OTHER THAN SMALL jJ c. DISADVANTAGED []g. SERVICE- Destination

DISABLEDd. WOMEN-OWNED e. HUBZone f. EMERGING SMALLBUSINESS VOWNED2 . . 4. OVERMEN BI NO. 15.DELVERVETERAN-

13. PLACE OF 14. GOVERNMENT BIL NO. 15. DELIVER TO F.O.B. POINT 16. DISCOUNT TERMSON OR BEFORE (Date)

a. INSPECTION b. ACCEPTANCE N/A N/A N/ADestination Destination

17. SCHEDULE (See reverse for Rejections)

QUANTITY UNIT QUANTITY

ITEM NO. SUPPLIES OR SERVICES ORDERED UNIT PRICE AMOUNT ACCEPTED(a) (b) (c) (d) (e) (f) (g)

The Contractor shall provide the U.S. Nuclear RegulatoryCommission (NRC) the below software and maintenance support:

001 Additional User to Existing ETAP Configuration EA $38,750.00First Year Maintenance Support Included: 08/20/09 - 08/19/10

002 ETAP Annual Maintenance for Existing ETAP Configuration _ EA $5,167.00Period of Performance: 07/01/09 - 08/19/10

003 Option Year One: One (1) Year Maintenance Support for ETAP * EA $10,334.00Two (2) Users; Period of Perftii mance: 08/20/10 - 08/19/11

004 Option Year Two: One (1) Year Maintenance Support for ETAP EA $11,366.00Two (2) Users; Period of.Performance: 08/20/11 - 08/19/12

005 Option Year Three: One (1) Year Maintenance Support for ETAP EA $12,502.00Two (2) Users; Period of Performance: 08/20/12 - 08/19/13

006 Option Year Four: One (1) Year Maintenance Support for ETAP EA $13,752.00Two (2) Users;4Period of Performance: 08/20/13 - 08/19/14

See Attachment 1 for ETAP License Grant and Agreement.

I 18. SHIPPING.POINT 19. GROSS SHIPPING WEIGHT 20. INVOICE NO.

21. MAIL INVOICE TO:

SEE BILLINGINSTRUCTIONS

ONREVERSE

a. NAMEDepartment of Interior / NBC

[email protected]

17(h)TOTAL

(Cont.

pages)

J S -b. STREET ADDRESS (or P.O. Box)

Attn: Fiscal Services Branch - D2770

7301 W. Mansfield Avenue

17(i).GRANDTOTAL

$43,917.00J . -

Donald A. King

Contracting Officer

TITLE: CONTRACTING/ORDERING OFFICER

OPTIONAL FORMW47 (REV. 4/2006)PRESCRIBED BY GSNAFAR 48 CFR 53.213(f)

NRC-DR-03-09-075

SUPPLEMENTAL INVOICING INFORMATION

If desired, this order (or copy thereof) may be used by the Contractor as the Contractor's invoice, instead of a separate invoice, provided the following

statement, (signed and dated) is on (or attached to) the order: "Payment is requested in the amount of $ . No other invoice will be submitted."However, if the Contractor wishes to submit an invoice, the following information must be provided: contract number (if any), order number, item number(s),

description of supplies or services, sizes, quantities, unit prices, and extended totals. Prepaid shipping costs will be indicated as a separate item on theinvoice. Where shipping costs exceed $10 (except for parcel post), the billing must be supported by a bill of lading or receipt. When several orders areinvoiced to an ordering activity during the same billing period, consolidated periodic billings are encouraged.

RECEIVING REPORT

Quantity in the "Quantity Accepted" column on the face of this order has been: F7 inspected, F7 accepted, F7 received by me andconforms to contract. Items listed below have been rejected for the reasons indicated.

PARTIAL DATE RECEIVED SIGNATURE OF AUTHORIZED U.S. GOVT REP. DATESHIPMENT

NUMBER I FINAL

TOTAL CONTAINERS GROSS WEIGHT RECEIVED AT TITLE

REPORT OF REJECTIONS

QUANTITYITEM NO, SUPPLIES OR SERVICES UNIT REJECTED REASON FOR REJECTION

4 4. 4 +

I. .1 4

4I I7 I

4 I. .4 4.

4 4. 4 4

4 4. .4 4

I. 4 4

4 t 1 .7

4 .4 4

4 4 4

4 4 .4 4

I* .7

OPTIONAL FORM 347 (REV. 4/2006) BACK

NRC-DR-03-09-075

ADDITIONAL SIMPLIFIED ACQUISITION TERMS AND CONDITIONS

A.1 NOTICE LISTING CLAUSES INCORPORATED BY REFERENCE

The following clauses are hereby incorporated by reference (by Citation Number, Title, and Date) inaccordance with the clause at FAR "52.252-2 CLAUSES INCORPORATED BY REFERENCE" contained inthis document. FAR 52.252-2 contains the internet address for electronic access to the full text of a clause.

NUMBER TITLE DATE

FEDERAL ACQUISITION REGULATION (48 CFR Chapter 1)

A.2 52.213-2 INVOICES (APR 1984)

The Contractor's invoices must be submitted before payment can be made. The Contractor will be paid on thebasis of the invoice, which must state (a) the starting and ending .dates of the subscription delivery, and (b)either that orders have been placed in effect for the addressees required, or that the orders will be placed ineffect upon receipt of payment.

A.3 52.213-4 TERMS AND CONDITIONS - SIMPLIFIED ACQUISITIONS (OTHER THANCOMMERCIAL ITEMS) (MAR 2009)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses that are

incorporated by reference:

(1) The clauses listed below implement provisions of law or Executive order:

(i) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

(ii) 52.222-21, Prohibition of Segregated Facilities (Feb 1999) (E.O. 11246).

(iii) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

(iv) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

(v) 52.225-13, Restrictions on Certain Foreign Purchases (Feb 2006) (E.o.s, proclamations, and statutesadministered by the Office of Foreign Assets Control of the Department of the Treasury).

(vi) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(vii) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Pub. L. 108-77, 108-78).

(2) Listed below are additional clauses that apply:

(i) 52.232-1, Payments (Apr 1984).

(ii) 52.232-8, Discounts for Prompt Payment (Feb 2002).

(iii) 52.232-11, Extras (Apr 1984).

NRC-DR-03-09-075

(iv) 52.232-25, Prompt Payment (Oct 2008).

(v) 52.233-1, Disputes (Jul 2002).

(vi) 52.244-6, Subcontracts for Commercial Items (MAR 2009).

(vii) 52.253-1, Computer Generated Forms (Jan 1991).

(b) The Contractor shall comply with the following FAR clauses, incorporated by reference, unless thecircumstances do not apply:

(1) The clauses listed below implement provisions of law or Executive order:

(i) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (FEB 2008) (E.O. 13126).

(ii) 52.222-20, Walsh-Healey Public Contracts Act (Dec 1996) (41 U.S.C. 35-45) (Applies to supplycontracts over $10,000 in the United States, Puerto Rico, or the U.S. Virgin Islands).

(iii) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and OtherEligible Veterans (Sept 2006) (38 U.S.C. 4212) (Applies to contracts of $100,000 or more).

(iv) 52.222-36, Affirmative Action for Workers with Disabilities (June 1998) (29 U.S.C. 793). (Applies tocontracts over $10,000, unless the work is to be performed outside the United States by employees recruitedoutside the United States.) (For purposes of this clause, United States includes the 50 States, the District ofColumbia, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, the U.S. Virgin Islands, andWake Island.)

(v) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, andOther Eligible Veterans (Sept 2006) (38 U.S.C. 4212) (Applies to contracts of $100,000 or more).

(vi) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.). (Applies to servicecontracts over $2,500 that are subject to the Service Contract Act and will be performed in the United States,District of Columbia, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, the U.S. VirginIslands, Johnston Island, Wake Island, or the outer continental shelf lands).

(vii) 52.223-5, Pollution Prevention and Right-to-Know Information (Aug 2003) (E.O. 13148) (Applies toservices performed on Federal facilities).

(viii) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007) (42 U.S.C. 8259b) (Unlessexempt pursuant to 23.204, applies to contracts when energy-consuming products listed in the ENERGYSTAR Program or Federal Energy Management Program (FEMP) will be--

(A) Delivered;

(B) Acquired by the Contractor for use in performing services at a Federally-controlled facility;

(C) Furnished by the Contractor for use by the Government; or

(D) Specified in the design of a building or work, or incorporated during its construction, renovation, ormaintenance.)

(ix) 52.225-1, Buy American Act--Supplies (FEB 2009) (41 U.S.C. 10a-1Od) (Applies to contracts forsupplies, and to contracts for services involving the furnishing of supplies, for use in the United States or its

NRC-DR-03-09-075

outlying areas, if the value of the supply contract or supply portion of a service contract exceeds the micro-purchase threshold and the acquisition--

(A) Is set aside for small business concerns; or

(B) Cannot be set aside for small business concerns (see 19.502-2), and does not exceed $25,000.)

(x) 52.232-33, Payment by Electronic Funds Transfer--Central Contractor Registration (Oct 2003).- (Applieswhen the payment will be made by electronic funds transfer (EFT) and the payment office uses the CentralContractor Registration (CCR) database as its source of EFT information.)

(xi) 52.232-34, Payment by Electronic Funds Transfer--Other than Central Contractor Registration (May1999). (Applies when the payment will be made by EFT and the payment office does not use the CCRdatabase as its source of EFT information.)

(xii) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C.Appx 1241). (Applies to supplies transported by ocean vessels (except for the types of subcontracts listed at47.504(d).)

(2) Listed below are additional clauses that may apply:

(i) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred,Suspended, or Proposed for Debarment (Sept 2006) (Applies to contracts over $30,000).

(ii) 52.211-17, Delivery of Excess Quantities (Sept 1989) (Applies to fixed-price supplies).

(iii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (MAR 2009)(Pub. L. 110-247)(Applies to contracts greater than $25,000 that provide for the provision, the service, or the sale of food inthe United States.)

(iv) 52.247-29, F.o.b. Origin (Feb 2006) (Applies to supplies if delivery is f.o.b. origin).

(v) 52.247-34, F.o.b. Destination (Nov 1991) (Applies to supplies if delivery is f.o.b. destination).

(c) FAR 52.252-2, Clauses Incorporated by Reference (Feb 1998). This contract incorporates one or moreclauses by reference, with the same force and effect as if they were given in full text. Upon request, theContracting Officer will make their full text available. Also, the full text of a clause may be accessedelectronically at this/these address(es):

http://www.arnet.gov/far

(d) Inspection/Acceptance. The Contractor shall tender for acceptance only those items that conform to therequirements of this contract. The Government reserves the right to inspect or test any supplies or servicesthat have been tendered for acceptance. The Government may require repair or replacement of nonconformingsupplies or reperformance of nonconforming services at no increase in contract price. The Government mustexercise its postacceptance rights--

(1) Within a reasonable period of time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defectin the item.

(e) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an

occurrence beyond the reasonable control of the Contractor and without its fault or negligence, such as acts of

NRC-DR-03-09-075

God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods,epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. TheContractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after thecommencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedysuch occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officerof the cessation of such occurrence.

(f) Termination for the Government's convenience. The Government reserves the right to terminate thiscontract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shallimmediately stop all work hereunder and shall immediately cause any and all of its suppliers andsubcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentageof the contract price reflecting the percentage of the work performed prior to the notice of termination, plusreasonable charges that the Contractor can demonstrate to the satisfaction of the Government, using itsstandard record keeping system, have resulted from the termination. The Contractor shall not be required tocomply with the cost accounting standards or contract cost principles for this purpose. This paragraph does notgive the Government any right to audit the Contractor's records. The Contractor shall not be paid for any workperformed or costs incurred that reasonably could have been avoided. In the event this contract is terminatedfor the Government's convenience, the Contractor shall not be required to refund any paid maintenance fees.

(g) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in theevent of any default by the Contractor, or if the Contractor fails to comply with any contract terms andconditions, or fails to provide the Government, upon request, with adequate assurances of future performance.In the event of termination for cause, the Government shall not be liable to the Contractor for any amount forsupplies or services not accepted, and the Contractor shall be liable to the Government for any and all rightsand remedies provided by law. If it is determined that the Government improperly terminated this contract fordefault, such termination shall be deemed a termination for convenience.

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

A.5 NRC Acquisition Clauses - (NRCAR) 48 CFR Ch. 20

A.6 Other Applicable Clauses

[X] See Addendum for the following in full text (if checked)

[] 52.216-18, Ordering

[]52.216-19, Order Limitations

[152.216-22, Indefinite Quantity

[152.217-6, Option for Increased Quantity

[152.217-7, Option for Increased Quantity Separately Priced Line Item

[X] 52.217-8, Option to Extend-Services

[X] 52.217-9, Option to Extend the Term of the Contract

NRC-DR-03-09-075

A.7 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the ratesspecified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor ratesprovided by the Secretary of Labor. The option provision may be exercised more than once, but the totalextension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise theoption by written notice to the Contractor within 60 days.

A.8 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 60 days;provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this optionclause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall notexceed five years.

A.9 SEAT BELTS

Contractors, subcontractors, and grantees, are encouraged to adopt and enforce on-the-job seat belt policiesand programs for their employees when operating company-owned, rented, or personally owned vehicles.

A.10 Compliance with U.S. Immigration Laws and Regulations

NRC contractors are responsible to ensure that their alien personnel are not in violation of United StatesImmigration and Naturalization (INS) laws and regulations, including employment authorization documents andvisa requirements. Each alien employee of the Contractor must be lawfully admitted for permanent residenceas evidenced by Alien Registration Receipt Card Form 1-151 or must present other evidence from theImmigration and Naturalization Services that employment will not affect his/her immigration status. The INSOffice of Business Liaison (OBL) provides information to contractors to help them understand the employmenteligibility verification process for non-US citizens. This information can be found on the INS website,http://www.ins.usdoj.gov/graphics/services/employerinfo/index.htm#obl.

The NRC reserves the right to deny or withdraw Contractor use or access to NRC facilities or itsequipment/services, and/or take any number of contract administrative actions (e.g., disallow costs, terminatefor cause) should the Contractor violate the Contractor's responsibility under this clause.

(End of Clause)

A.11 WHISTLEBLOWER PROTECTION FOR NRC CONTRACTOR AND SUBCONTRACTOREMPLOYEES (JULY 2006)

(a) The U.S. Nuclear Regulatory Commission (NRC) contractor and its subcontractor are subject to theWhistleblower Employee Protection public law provisions as codified at 42 U.S.C. 5851. NRC contractor(s) andsubcontractor(s) shall comply with the requirements of this Whistleblower Employee Protection law, and theimplementing regulations of the NRC and the Department of Labor (DOL). See, for example, DOL Procedures

NRC-DR-03-09-075

on Handling Complaints at 29 C.F.R. Part 24 concerning the employer obligations, prohibited acts, DOLprocedures and the requirement for prominent posting of notice of Employee Rights at Appendix A to Part 24.

(b) Under this Whistleblower Employee Protection law, as implemented by regulations, NRC contractor andsubcontractor employees are protected from discharge, reprisal, threats, intimidation, coercion, blacklisting orother employment discrimination practices with respect to compensation, terms, conditions or privileges of theiremployment because the contractor or subcontractor employee(s) has provided notice to the employer,refused to engage in unlawful practices, assisted in proceedings or testified on activities concerning allegedviolations of the Atomic Energy Act of 1954 (as amended) and the Energy Reorganization Act of 1974 (asamended).

(c) The contractor shall insert this or the substance of this clause in any subcontracts involving workperformed under this contract.

NRC-DR-03-09-075 ATTACHMENT 1

The ETAP License Grant and Agreement is hereby incorporated into this order. To the extent there is anyinconsistency between the terms of the ETAP License Grant and Agreement related to the software use andrights, or the parties' mutual obligations, and the terms of this order, the terms of the ETAP License Grant andAgreement shall govern.

ENCLOSURE 2

$~; ~p'ETAPLicense Grant and Agreement

ETA P:Serial Number: NRCQ-OVWkNTO be assigned by 077

LICENSEE

Company; U.S. Nuclear Regulatory Commission

Address: Washington DC 210555

Email: [email protected]

Phone:

Approved by:

Title;

301ý-415-282611

Donald King

Contracting Officer

Fax:

Signature;

Dt;06/10/ý2008

Location whereETAP is to be itnstalled: -- Saineas Above

Address:

To be filled in by Licensee

LICENSOR

Operation Technology, Inc. Phone: (949) 462-010017 Goodyear, Suite 100Fx 9 6200Irvine, CA 92618

Approved by: FARROKHI SHOKOOR1 Signature:_____________

Title: PRESIDENT Date JUNE 17, 2008

.7be filled in by OTI

Operation Technology Inc. (OTI), the developerofETAP herein referred to as Licensor, does hereby grant anontransferable and nonexciusive right to Licensee to, use portions of the microcomputer software programentitled "Electrical Transient Analyzer Program" (ETAP), herein referred to as the Software, indicated by thereferenced ETAP Serial Number, under the Terms of Agreement stated in this License Grant and Agreement.

Form OT"-00,Rcv. 12, 2007-NRC Page .o:f4


ETAP License Grant and Agreement

Terms of Agreement

I. Operation Technology, Inc. (LICENSOR) has the proprietary rights of the Software, includingbut not limited-to, Computer User Guide and other supporting materials.

2. Title and full ownership of the Software and its supporting materials shall at all times remainwith LICENSOR, LICENSEE has no title vested in him. LICENSEE acknowledges thatLICENSOR retains all rights, title, and interest in the Software, including without limitation allcopyrights, source code, and other proprietary rights. LICENSEE hereby agrees not to resell,trade or otherwise make the Software or other supporting materials available to any other person,persons or company.

3. Methods of computation, computer coding and other processes and information of the Softwareare considered to be trade secrets of the LICENSOR, and are highly confidential.

4. Any material or documentation of the Software shall be copied for Licensee's use only. Anyreproduction shall include the copyright notice. LICENSEE shall not provide, or release, anyinformation or portion of the Software to any third party unless a written consent is granted byLICENSOR.

5. The Software is provided with a parallel or USB Printer Port Socket (palt nunber 1410 or 1600)and, when applicable, a Printer Port Security Key (part number 1425), hereafter referred to asSecurity Key. The Security Key is thoroughly tested before shipment, but if the Security Keyshould prove to be defective or is damaged, the Security Key can be replaced by returning thedefective Security Key to the LICENSOR for, replacement. However, the Security Key caimot bereplaced if it is lost or stolen.

6. The Software can be purchased as a Single, Site, Corporate License with stand-alone orconcurrent-user (Network-LAN or -WAN) configurations. The license type and capabilities areas defined in the purchase documentation between LICENSEE and LICENSOR.

A Single License is defined as: A single copy of the Software for use with a single Security Keyon a single CPU (Central Processor Unit) which is wholly-owned and operated by LICENSEEand is located on the specified premises of LICENSEE. 'Network-WAN copies cannot bepurchased under the Single License,

A Site License is defined as: Multiple copies of the Software for use on multiple CPU's whichare wholly-owned and operated by LICENSEE and located at one specified location ofLICENSEE. With the purchase of a Site License, LICENSEE has the right to purchase unlimitedcopies at a substantially discounted price (per copy fee) for a single location. WAN copies cannotbe purchased under the Site License.

A Corporate License is defined as: Multiple copies of the Software for use on multiple CPU'swhich are wholly-owned and operated by LICENSEE at more than one specified location.LICENSEE shall provide to LICENSOR a distribution list showing the location, and the contactperson at each location, where the Software is installed. All locations and CPU's where theSoftware is installed must be wholly-owned by LICENSEE. With the purchase of a CorporateLicense, LICENSEE has the right to purchase unlimited copies at a substantially discounted price(per copy fee) for multiple locations.

Form 071-800, Rev. 12, 2007-NRC Page 2 of 4 Licensee Initial: _



Terms of Agreement

A Stand-Alone Configuration is defined as: A stand-alone copy of the Software, used with asingle Security Key connected directly to the parallel port of the CPU on which the software isinstalled. CPU must be wholly-owned and operated by LICENSEE and located at the specifiedpremises of LICENSEE.

A Concurrent-User (Network-LAN) Configuration is defined as: Multiple copies of the Softwarefor use with a single Security Key on a single local area network (LAN) which is wholly-ownedand operated by LICENSEE and is located at one specified location of LICENSEE.

A Concurrent-User (Network-WAN) Configuration is defined as: Multiple copies of theSoftware for use with a single Security Key on a single wide area network (WAN) which iswholly-owned and operated by LICENSEE and is located at one specified location ofLICENSEE.

7. Written consent of both LICENSOR and LICENSEE is required for any change in the LicenseGrant and Agreement,

8. THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE, AND CORRECTNESS OFRESULTS OF THE SOFTWARE LIES WITH LICENSEE. LICENSEE AGREES THAATLICENSOR AND ITS OFFICERS, EMPLOYEES, OR REPRESENTATIVES SHALL HAVENO DIRECT, INDIRECT, OR SPECIAL OBLIGATIONS OR LIABILITIES INCONNECTION WITH THE USE AND OPERATION OF THE SOFTWARE.FURTHERMORE, LICENSEE AGREES TO DEFEND AND INDEMNIFY LICENSOR ANDITS OFFICERS, EMPLOYEES, REPRESENTATIVES, OR OTHER AGENTS OF LICENSORFROM ANY CLAIMS, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR LEGALPROCEEDINGS ARISING OUT OF THE USAGE AND/OR PERFORMANCE OF THESOFTWARE OR OTHER SUPPORTING MATERIALS ONLY TO A MAXIMUM AMOUNTOF THE TOTAL CONTRACT PRICE, AND SUBJECT TO THE AVAILABILITY OFAPPROPRIATED FUNDS. LICENSOR SHALL HAVE THE RIGHT TO SELECT ITS OWNtfýLEGAL COUNSEL IN ANY SUCH PROCEEDING

9. The entire responsibility as to the application of the Software is with the LICENSEE.

10. LICENSOR agrees to respond to any discovered errors by correcting action of the computercoding and/or logic of the Software, required operational changes and/or the Computer UserGuide, Such discoveries shall be delivered to LICENSOR along with complete data and sampleruns indicating the error. LICENSOR shall not be responsible or liable for any costs, losses,delays, associated datnages, or any other charges, which may be the result of such problems.LICENSOR's entire liability in all situations involving performance or nonperformance of theSoftware furnished under this agreement is limited to the comection by LICENSOR of programdefects.

11. LICENSOR agrees to deliver at no additional charge to LICENSEE any updates or new versionsof the Software during a period of one year from the original date of delivery of the Software.

Form OTI-800: Rev. 12, 2007-NRC Page 3 of4 Licensee Initial:

NRC-DR-03-09-075 ATTACHMENT I


Terms of Agreement

12. LICENSOR warrants that the use of any product, or part thereof, furnished under this Agreementshall not infringe on any United States patent, copyright, trade secret or other proprietary rightcovering such product or part.

13, This Agreement will be governed by and interpreted in accordance with Federal Law. Anycontroversy or claim arising out of or relating to this contract, or the breach thereof, will begoverned in accoTdance with the Contract Disputes Act of 1978 and other applicable legalauthority. To the extent that Federal Law does not apply and state law could become applicable,this Agreement will be governed by an interpreted in accordance with the laws of the State ofCalifornia.

14. Exccpt as otherwise provided by Federal Law, this agreement may not be altered, modified,amended, changed, rescinded or discharged in whole or in part, except by written agreementexecuted by both LICENSEE and LICENSOR.

15. If any part of this Agreement is found to be invalid by a court of competent jurisdiction, it shallbe enforced to the rnuximum extent permitted by law and the remaining provisions shall remainin full force and effect.

16. Licensee acknowledges and agrees that the Software and documentation related thereto aresubject to export controls imposed by the United States Export Administration Act of 1979, asamended (the "Act"), and the regulations promulgated thereunder. Licensee certifies and agreesthat neither the Software nor any other.technical data nor the direct product thereof is intended tobe used for any purposes prohibited by the Act, including but not limited to nuclear proliferation,chemical/biological weapons .or missiles.

17. This Agreement, and the Purchase Order executed by the LICENSEE, constitutes the entireagreement between the parties with respect to the subject matter hereof, and all agreements,representations; and statements with respect to such subject matter are superseded hereby. Anyl.fverbal, written, direct, or indirect agreement between LICENSEE and an authorized ETAPRepresentative or any other third party shall have no affect on this agreement. The terms of anysuch agreement shall not be binding upon LICENSOR without LICENSOR'S. prior writtenconsent.

U.S. GOVERNMENT P.ESTIRICTED RIGHTSThe SOFTWARE and documentation are provided with RESTRICTED RIGHTS. Use, duplication,or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) ofThe Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 orsubparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR52.227-19, as applicable. Manufacturer is Operation Technology, Inc.

Form t0-800, Rev. 12, 2007-NRC Page 4 of 4 Licensee Initial: _

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