1. COTS Software Licensing Day 2: EULA Negotiations Session 2014

2. Agenda Review of Key Agreements  Key agreements involved in commercial software licensing Framework of terms and conditions Five core elements:  License Grant  Pricing  Warranty  Maintenance and Support  General Provisions Structural Considerations and Negotiating Process  Architectural structure for COTS software license terms and conditions EULA Workshop Exercises  Exercise Workbook Wrap Up  ESI Tools  Summary  Questions and answers  Evaluations 2

3. Agreements Involved in COTS SW Life-Cycle 3 Maintenance & Support Contract Contracted Assurances License Usage Rights For extended protection, choose either: (or) Performance Warranty: Initial Period of Coverage Training Services Hosting / Service Level Agreements (SLA)

4. Agreements Involved in COTS SW Life-Cycle TermDefinitionApplicability LicenseA set of rights granted by a Publisher to use Publisher’s software.Apply to all. Maintenance A set of services Publisher can sell to Customer for the on-going development and delivery of software fixes and product upgrades. If Maintenance & Support apply, then Assurances do not. Support A set of Publisher services for receiving reports of software malfunctions, analyzing cause, creating fixes and delivering them to Customer within agreed upon time frames. If Maintenance & Support apply, then Assurances do not. Warranty The contractual duty of Publisher to correct product defects, usually limited to certain kinds of defects and for a specific time period. Apply to all. Assurance (Microsoft) New software versions, deployment planning services, 24x7 phone and web support, end-user training, unique desktop technologies and more. If Assurances apply, then Maintenance & Support do not. SLAs Service Level Agreements Usually structured as a combination of conditions and performance, for example, all reported high priority performance issues will be addressed within 4 hours. Individually established. 4

5. 5 Commercial Software Government End User License Agreement Software Publisher Publisher Model Recap / Key Agreement Terms and Conditions

6. Negotiating Strategies 6

7. License GrantPricingWarrantyMaintenanceGeneral Provisions EULA Key Clauses / License Grant 7 Requirements Core License Grant Elements PartiesDuration Product Names & Functions Permitted Use GeographyAuthorized UsersQuantityLanguageSelf Audit Times of Conflict Ownership & Use Rights

8. Who is authorizing this EULA? EULA Key Clauses / License Grant 8 License GrantPricingWarrantyMaintenanceGeneral Provisions Parties

9. EULA Key Clauses / License Grant 9 What are the customer’s needs for the software? License GrantPricingWarrantyMaintenanceGeneral Provisions Requirements

10. EULA Key Clauses / License Grant 10 What products will meet the customer’s requirements? License GrantPricingWarrantyMaintenanceGeneral Provisions Product Names & Functions BUSINESS PROCESSESMODULES AND SUB-MODULES  Financial Reporting  Management Reporting  Closing Process  Internal project tracking  Entry of vendor invoices  Check Printing  Bank integration for ACH and wires  Employee expense reimbursement  Inter-company tracking  Cost Center Planning  Balance Sheet Planning  P&L Planning (EXCEL Upload Capability)  Consolidations (minimal requirements)  FI and CO Organizational Structures  FI-General Ledger  FI- Accounts Payable  FI- Bank Accounting  CO- Cost Center Accounting  CO- Profit Center Accounting  CO- Overhead Cost Controlling  CC, B/S and P&L  SEM-BCS for Financial Consolidations for Four legal entities  Business Intelligence to support reporting and plan vs. actual reports  Portal to support reporting through Business Intelligence  Solution Manager to support environment management  GRC to support access control management  Exchange Infrastructure to support integrations and any software required to perform the business process of x, y and z

11. EULA Key Clauses / License Grant 11 License GrantPricingWarrantyMaintenanceGeneral Provisions Duration How long can the software be used? PERPETUAL TERM / SUBSCRIPTION

12. EULA Key Clauses / License Grant 12 License GrantPricingWarrantyMaintenanceGeneral Provisions Permitted Use For what purposes can the software be used?

13. EULA Key Clauses / License Grant 13 License GrantPricingWarrantyMaintenanceGeneral Provisions Authorized Users Who can use the software?

14. EULA Key Clauses / License Grant 14 License GrantPricingWarrantyMaintenanceGeneral Provisions Geography Where can the Software be used?

15. EULA Key Clauses / License Grant 15 License GrantPricingWarrantyMaintenanceGeneral Provisions Language What languages will the user community understand?

16. EULA Key Clauses / License Grant 16 License GrantPricingWarrantyMaintenanceGeneral Provisions Quantity How many copies of the software can be used?

17. EULA Key Clauses / License Grant 17 License GrantPricingWarrantyMaintenanceGeneral Provisions Self-Audit How will you know that the allowable quantities are being used?

18. EULA Key Clauses / License Grant 18 License GrantPricingWarrantyMaintenanceGeneral Provisions Times of Conflict What additional licenses are needed?

19. EULA Key Clauses / License Grant 19 License GrantPricingWarrantyMaintenanceGeneral Provisions Ownership & Use Rights Who is the owner of works derived from the software? Publisher COTSHybrid or Derivative Works Custom Development (Work for Hire) Resale May Be Restricted Rights Can Be Jointly Owned Development Tools = Developer Property (ala Toolbox) Customer (Design, Development, Test & Deployment) (e.g. Core COTS SW Application Licensed for Commercial Use) Who Owns These IP Rights? Developer

20. EULA Key Clauses / Pricing 20 License GrantPricingWarrantyMaintenanceGeneral Provisions

21. EULA Key Clauses / Pricing 21 License GrantPricingWarrantyMaintenanceGeneral Provisions

22. EULA Key Clauses / Pricing 22 License GrantPricingWarrantyMaintenanceGeneral Provisions Metric Core Pricing Elements Financial Investment Key TermsDiscountBenchmarking

23. EULA Key Clauses / Pricing 23 License GrantPricingWarrantyMaintenanceGeneral Provisions Financial Investment License or Subscription Price Maintenance and Support Price Training or Other Services Price

24. EULA Key Clauses / Pricing 24 License GrantPricingWarrantyMaintenanceGeneral Provisions Metrics Only this individual may use this license Anyone can use these set number of licenses as long as no more than x use them at the same time Licenses may only be used at this geographic location Licenses may be used across the enterprise as defined in the agreement Named UserConcurrent UserSiteEnterprise e E E Processor / Core Based Based on number of processors or cores in CPU

25. License Pricing Models Named Users – pricing is based on the total number of users who have permission to access the software. Concurrent Users – pricing is based on the maximum total number of users expected on the system at any point in time. Site – a pricing model intended to cover all users, devices and processors at one (sometimes several) specific customer site(s). Enterprise – a pricing model intended to cover all users, devices and processors across all locations of an enterprise. Processor based – pricing is based on the total number of processors involved with the software. The software is restricted to installation on the specified number of processors or cores in the license. 25

26. License Pricing Models Cloud – a pricing model intended to cover all the costs of a cloud environment. SaaS – Software as a Service is almost always a subscription based pricing model coupled with one of the other pricing models which specifies a measurement of usage, for example, concurrent users. Lease – in some cases the Licensee prefers a perpetual license type, but for cash flow or other reasons the Licensee chooses to finance the procurement of the license over time through a lease. This financing arrangement does not alter the underlying nature of the perpetual license. Hybrid licenses combine one or more of the pricing models. 26

27. License Pricing Models Cloud – a pricing model intended to cover all the costs of a cloud environment. 27

28. License Pricing Models Processor/Core based – pricing is based on the total number of processors or cores involved with the software. The software is restricted to installation on the specified number of processors or cores in the license. 28

29. EULA Key Clauses / Pricing 29 License GrantPricingWarrantyMaintenanceGeneral Provisions Metrics Your system utilizes 32 processors. Given the above quantities per Licensing Metric, identify the Metric that meets total licensing requirements at the lowest price given the prices shown above. Per Processor = $10,000.00 Per Concurrent User = $500.00 Per Named User = $100.00 2000 people have a legitimate need to use the software. Maximum user count at any point in time would be 500.

30. EULA Key Clauses / Pricing 30 License GrantPricingWarrantyMaintenanceGeneral Provisions Discount Size of Order (List)Discount Off ListComments $1 - $9,99910% - 30%GSA/ESI (Based on Qty 1) $10,000 - $49,99920% - 40%Perhaps Better than GSA/ESI $50,000 - $249,99925% - 50%Additional Discount from GSA/ESI $250,000 - $999,99935% - 60%Likely a Field Sales Transaction $1,000,000 - $9,999,99945% - 75%Large Transaction for the Publisher $10,000,000 - $99,999,99960% - 90%Significant Corporate Attention $100,000,000+75% - 95%One of Top Transactions for Year

31. EULA Key Clauses / Pricing 31 License GrantPricingWarrantyMaintenanceGeneral Provisions Maximize Transaction Size Maximize Buying Event Time Order Contract Vehicle Right Metric / License Model Benchmark Data Remove Contingencies

32. EULA Key Clauses / Pricing 32 License GrantPricingWarrantyMaintenanceGeneral Provisions Terms & Conditions Low or Waived Escalation of Future Maintenance Rates Discount Pricing for Additional Products Discount Education and Services Most Favored Customer Provision and GSA Price Reduction Clause No Transfer or Relocation Charges Discount Maintenance Rates for New/Existing Licenses

33. EULA Key Clauses / Pricing 33 License GrantPricingWarrantyMaintenanceGeneral Provisions Best Value Tools Best Value Price Factors Guide

34. License GrantPricingWarrantyMaintenanceGeneral Provisions EULA Key Clauses / Warranty 34 Who is Covered? Core Warranty Elements What is Covered? RemediesDuration

35. EULA Key Clauses / Warranty 35 License GrantPricingWarrantyMaintenanceGeneral Provisions Products will meet a standard of performance Sellers will fix or replace defective products Refund money if unable to fix defect

36. EULA Key Clauses / Warranty 36 License GrantPricingWarrantyMaintenanceGeneral Provisions Commercial Product Warranties ImpliedExpress Merchantability Fitness for Particular Purpose What is Covered Who is Covered Timing / Duration Defect Remedy These implied warranties automatically apply to all sales of commercial software to the government through FAR section 52.212-4 (o).

37. EULA Key Clauses / Warranty 37 What is Covered? License GrantPricingWarrantyMaintenanceGeneral Provisions Performance Warranty “The product will perform as specified in the documentation” Buyer’s Preferred Documentation Seller’s Preferred Documentation What Documentation? The Seller’s Commitment in the EULA Express Warranty

38. EULA Key Clauses / Warranty 38 Who is Covered? License GrantPricingWarrantyMaintenanceGeneral Provisions Contract Provisions Where Privity with the Publisher Matters: License Grants Transferability of Licenses Source Code Escrow Ownership of Derivative Works Warranty Level 3 Support IP Indemnification PublisherGovernment Reseller Direct Indirect

39. EULA Key Clauses / Warranty 39 Timing License GrantPricingWarrantyMaintenanceGeneral Provisions BUYER POV SELLER POV 1 st Use / Acceptance 1 year after 1 st use EULA Signed / SW Delivered 90 days after delivery Expiration

40. EULA Key Clauses / Warranty 40 Remedies License GrantPricingWarrantyMaintenanceGeneral Provisions Fix Report Defects Process for Reporting and Fixing Defects Suspend warranty period while defects are addressed Issues addressed at no additional charge Specify conditions for full refund during initial warranty period

41. EULA Key Clauses / Warranty 41 License GrantPricingWarrantyMaintenanceGeneral Provisions WARRANTY Licensor warrants for one (1) year from the date on which the Software is Accepted by Licensee, [or is first used in production by Licensee]*, that the Software will perform in all material respects the functions at the specified performance standards described in the Documentation and Standards of Performance, when operated on a Supported Platform. Documentation and Standards of Performance are defined as the Licensor’s standard product documentation, the Licensee’s RFP form with Licensor’s RFP responses attached hereto, Licensee’s Functional and Technical Requirements and Gap Analysis report attached hereto, Licensee’s Features and Benefits document attached hereto, all said attachments being made a part hereof. *[NOTE: Contracting Officer should select Acceptance or Productive Use as the start date of Warranty.] B. Notwithstanding Licensor’s disclaimers or attempts to disclaim certain warranties, the provisions of FAR 52.212-4 (Contract Terms and Conditions – Commercial Items) apply to this Agreement, including FAR 52.212-4(o) pertaining to warranties as follows: “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. In the event Licensee determines that the Product is a Non-complying Product during the one-year period specified above, Licensee will notify Licensor and Licensor will have ___ business days thereafter to begin remedying the non-conformance. If Licensor is unable to remedy such non-conformance within a reasonable time, Licensor agrees that Licensee may return the Product and Licensor shall

42. EULA Key Clauses / Warranty 42 License GrantPricingWarrantyMaintenanceGeneral Provisions PublisherGovernment CUSTOMER VIEWS Product assurance Free from bugs & defects Meet requirements Functionality Performance VENDOR VIEWS Limit liability Short duration / time Reasonable standards In their control Revenue recognition

43. ImpliedExpress EULA Key Clauses / Warranty 43 License GrantPricingWarrantyMaintenanceGeneral Provisions Disclaim implied warranties using language in the EULA Limit liability via integration clause No express warranty Limit warranty to perform per seller’s documentation Limit warranty to short duration Limit remedies Seller’s Tactics to Limit Warranty Exposure

44. EULA Key Clauses / Warranty 44 License GrantPricingWarrantyMaintenanceGeneral Provisions “Best interests of the government” from FAR Part 12 Commercial practice includes negotiation of warranty provisions The DoD Warranty Guide says warranty is as important as price and encourages negotiation.

45. EULA Key Clauses / Warranty 45 License GrantPricingWarrantyMaintenanceGeneral Provisions

46. EULA Key Clauses / Warranty 46 Publisher Reputation Risk Analysis Software Reliability Implementation Process Warranty Start/Duration Defect DiscoveryCost Acceptance License GrantPricingWarrantyMaintenanceGeneral Provisions

47. EULA Key Clauses / Maintenance 47 Timing & Duration Core Maintenance Elements Scope & Levels of Support EscalationRates License GrantPricingWarrantyMaintenanceGeneral Provisions Product Entitlements Support Services

48. EULA Key Clauses / Maintenance 48 License GrantPricingWarrantyMaintenanceGeneral Provisions

49. EULA Key Clauses / Maintenance 49 License GrantPricingWarrantyMaintenanceGeneral Provisions MAINTENANCE Licensor shall provide maintenance and support services for one (1) year from the date on which the Software is Accepted by Licensee so that the Software will perform in all material respects the functions at the specified performance standards described in the Documentation and Standards of Performance, when operated on a Supported Platform. Documentation and Standards of Performance are defined as the Licensor’s standard product documentation, the Licensee’s RFP form with Licensor’s RFP responses attached hereto, Licensee’s Functional and Technical Requirements and Gap Analysis report attached hereto, Licensee’s Features and Benefits document attached hereto, all said attachments being made a part hereof.

50. EULA Key Clauses / Maintenance 50 License GrantPricingWarrantyMaintenanceGeneral Provisions Fixes & Patches (1.0.1) Updates (1.1) Upgrade / New Release / Version (2.0) License Maintenance & Support Product Development / R & D 1. Support Levels and Process (Who receives, diagnoses, and fixes problems?) 2. Issue Severity Levels 3. Response Times Version 1.0 Functional performance of product Patches & Fixes 1.0.1 (under warranty) during warranty post warranty Support Services Product Entitlements

51. EULA Key Clauses / Maintenance 51 License GrantPricingWarrantyMaintenanceGeneral Provisions Fixes & Patches (1.0.1) Updates (1.1) Upgrade / New Release / Version (2.0) License Maintenance & Support Product Development / R & D 1. Support Levels and Process (Who receives, diagnoses, and fixes problems?) 2. Issue Severity Levels 3. Response Times Version 1.0 Functional performance of product Patches & Fixes 1.0.1 (under warranty) during warranty post warranty Support Services Product Entitlements

52. EULA Key Clauses / Maintenance 52 License GrantPricingWarrantyMaintenanceGeneral Provisions 231 Development Team Product Experts Support Levels Help Desk User Who receives, diagnoses and fixes the problem? Support Levels

53. EULA Key Clauses / Maintenance 53 License GrantPricingWarrantyMaintenanceGeneral Provisions Severity Levels and Response Times Issue Severity Response Time to Acknowledge Issue Response Time to Fix Issue Level 1 (Low) No significant impact on users. Return call or email within 8 hours. Provide fix within 30 days. Level 2 (Moderate) Causes some user issues, but most processes are functional. Return call or email within 4 hours. Provide fix within 5 days. Level 3 (High) Significant impact on system use. Return call or email within 1 hour. Provide fix ASAP— 24 hours or less.

54. EULA Key Clauses / Maintenance 54 License GrantPricingWarrantyMaintenanceGeneral Provisions Timing and Duration 1 st Use / Acceptance 1 year after 1 st use EULA Signed / SW Delivered Warranty in EULA Maintenance Early Start Date for Maintenance – Extend for 18 Months Deferred Start Date for Maintenance – 12 Month Term Warranty Expiration Warranty Commencement

55. EULA Key Clauses / Maintenance 55 License GrantPricingWarrantyMaintenanceGeneral Provisions Rates Research the vendor’s practices, and negotiate the lowest percentage possible under the most favored customer clause. Escalation 18-22% of net license fees (NLF) Limit your annual escalation to a published economic index (e.g. 2%), and try to achieve an initial period of no escalation (perhaps 1 or 2 years). 0% for first two years 2% each year thereafter Initial Maintenance Fee Range Escalation on Maintenance Fee

56. EULA Key Clauses / Maintenance 56 License GrantPricingWarrantyMaintenanceGeneral Provisions ESI White Paper

57. Comparing Warranty & Maintenance 57 License GrantPricingWarrantyMaintenanceGeneral Provisions Price / Cost Product Entitlements Remedies Coverage Timing Licensed Product WarrantyMaintenance & Support Warranty Cost is included in Initial License Fee; fix defects at no cost Cost is in addition to Initial License Fee Software capabilities and performance standards will be met Commitment to fix defects; meet service levels Fixes & Patches (1.0.1) Updates (1.1) Upgrade / New Release / Version (2.0) During defined warranty period; can run concurrently with Maintenance Can start at time of entering license or first use of software; Fix defect / return product for refundFix Defect

58. License GrantPricingWarrantyMaintenanceGeneral Provisions EULA Key Clauses / General Provisions 58 Confidentiality Sample Clauses Order of Precedence TermSeverability Limitation of Liability Termination Relationship of Parties Assignment Dispute Resolution Governing LawIntegration FAR and DFARS

59. License GrantPricingWarrantyMaintenanceGeneral Provisions EULA Key Clauses / Structural Consideration 59 Structural Considerations

60. Contractual Architecture of a COTS SW License Under GSA FSS and DoD ESI BPA 60 GSA FSS ESI BPA Order Award / Delivery Order The Ordering document incorporates all FSS, BPA and Master EULA Terms into the Order. The Ordering document focuses on the license grant, type, quantity and price. Changes in an Order may only enhance the terms of FSS and BPA and may not dilute them. The GSA Federal Supply Schedule contains foundational terms and conditions that apply to the licensing of commercial software. License Grant License Type Quantity Price General Terms and Conditions Entered with the vendor A2. Add Acceptable vendor Terms A1. Start with ESI EULA A3. Enter the ESI Version of the EULA; or B3. Enter the vendor’s Version of the EULA with an ESI Addendum C-1: Master End User License Agreement (EULA ) B2. Attach ESI Addendum & Remove Objectionable Terms B1. Start with the vendor’s EULA

61. Contractual Architecture of a COTS SW License FAR GSA Contract (including any Addendums) ESI Terms and Conditions Publisher’s End User License Agreement (EULA) and Ts & Cs Reseller’s Ts & Cs Discounted DoD / Government Pricing DFARS End User Desired Terms and Conditions (Ts & Cs) Government Requirements 61 GSA FSS ESI BPA Order

62. Overview of Key Contract Terms & Conditions by Vehicle 62 FAR 52.212 Contract Terms and Conditions – Commercial Items. 52.212-4 (d) Disputes. 52.212-4 (g) Invoice. 52.212-4 (h) Patent Indemnity. 52.212-4 (i) Payment. 52.212-4 (j) Risk of Loss. 52.212-4 (l) & (m)Termination. 52.212-4 (o) Warranty. 52.212-4 (p) Limitation of Liability. 52.212-4 (r) Compliance with Laws. 52.212-4 (s) Order of Precedence. 552.238-78 Scope of Contract. C-FSS-370 Contractor Tasks/Special Requirements. I-FSS-600. Contract Price Lists. Confidentiality. No Oral Modification (NOM). Severability. Choice of Laws (COL). GSA FSS

63. Overview of Key Contract Terms & Conditions by Vehicle 63 Master EULA License Assignment and Transfer. Post-termination Restrictions/Reuse. Audit. IP Rights and Data Ownership. Functionality Protection. Source Code Escrow. General Ts & Cs Introduction. Funds Obligation. Authorized Users. Term and Survival. BPA Organization. Product and Service Offerings. Pricing Terms. Product and Pricing Data. Ordering. Contractor BPA Management. Termination – Surviving Provisions. Relationship Of The Parties. General Provisions. ESI BPA

64. ESI BPA Structure 64 Attachments / Master Agreements General Ordering BPA Management ESI BPA General Terms & Conditions A. Glossary Offerings B-1. Offering Catalog and Price List (formatted for the portal) B-2. Additional Discounts Offered (formatted for the portal) C-7. Software Hosting C-1 Software Terms & Cond. C-5. SaaS Subscription C-6. Training Services C-9. IT Hardware C-3. Support Services C-4. Software Maintenance C-8. Profess. Services C-2 Software Escrow D. Ordering Guide E. FAR & DFARSF. Report of Sales G. Fees and Payments GSA FSS

65. Overview of Key Contract Terms and Conditions by Vehicle License Grant And Type. License Unit Of Measure. Product Or Service Warranty. IP Rights. Third-Party/Open-Source Software. Quantity. Price. 65 Order

66. Key Software License Negotiation Players 66 Software & Services Sellers Government Software & Services Buyers PublishersPublishersResellersResellersIntegratorsIntegrators DoD PM & Technical Team Software Product Managers Contracting Officers

67. Sales Process 67 Software Sales ProcessDoD Acquisition Process Identify Customer Requirement Provide Product Data "Sell" the Customer on Products Determine How Much Customer Can/Will Pay Identify and Work any $ or Terms Issues Determine Acquisition Vehicle Negotiate Price and Ts & Cs Execute Order Ensure all Programs Delivered As Aligned to DoD Acquisition Process Determine Requirement Exists Gather Data on Requirements Fit and Products Establish Best Solution for Requirement Establish Budget and Funding Sources Establish "Must Have" Ts & Cs and $ Ceiling Determine Contract to be Used Negotiate Price and Ts & Cs Obtain Approvals and Sign Contract Order Accept Products Note: There are hundreds of variables in each Process

68. Exercise See printed version of Software License Agreement Break into teams Allow time for team to read agreement Each team to identify important issues and recommended solutions/edits Teams to present findings 68

69. Prepared by DoD ESI | March 2014 ESI Tools

70. Full Training Curriculum 70 1.0 The IT Industry 1.1 Ecosystem 1.2 Roles & Descriptions 1.3 Spend Analysis 2.0 Intellectual Property 2.1 Overview 2.2 Protection Methods 2.3 Software IP 2.4 Derivative Rights 3.0 Publisher Model 3.1 Overview 3.2 Sales Strategies 3.3 Contracting Methods 3.4 Revenue Recognition 3.5 Sales Compensation 4.0 Reseller Model 4.1 Overview 4.2 Publisher Relations 4.3 Channel Conflict 5.0 Products & Services 5.1 Overview 5.2 Operating Systems 5.3 Programs and Tools 5.4 Business Applications 5.5 Databases 5.6 Maint. & Support 5.7 Version Numbering 5.8 Cloud / SaaS 5.9 Open Source 5.10 Third Party 6.0 Pricing 6.1 Overview 6.2 Models 6.3 TCO 6.4 Best Value 6.5 Benchmarking 1.4 Market Research

71. Full Training Curriculum 71 7.0 Contracts & Agreements 7.1 Overview 7.2 Software Licenses (EULAs) 7.3 Maintenance Agreements 9.0 Implementation 9.1 Overview 9.2 Key Contracts 9.3 Models 9.4 Typical Services 10.0 Ordering 10.1 Overview 10.2 <Micro Purchase Level 10.3 <Simplified & Single BPA 10.4 <Simplified & Multi-BPA 10.5 >Simplified & Single BPA 11.0 Asset Management 11.1 Overview 11.2 SAM 11.3 ITAM 12.0 Tools (Cont.) 7.4 Professional Services 7.5 Training Services 7.6 Escrow 7.7 BPAs 9.5 Capabilities & Requirements 9.6 Phased Contracting 9.7 Performance Based Payments 9.8 Buyer Duties 11.4 Audit 11.5 Self-Audit 12.1 eLearning 12.2 BPA Toolkit 12.3 SaaS Toolkit 12.4 Best Value Toolkit 12.5 Buyer’s Checklist 10.6 >Simplified & Multi-BPA 12.6 IT Pricing 12.7 Maintenance 12.8 Pricing Portal 8.0 Requirements 8.1 Overview 8.2 Roadmap 8.3 Key Docs and Fit 13.0 Strategic Negotiations 12.0 Tools

72. DoD ESI Tools: Training Classes and Webinars 72

73. DoD ESI Tools: eLearning Tutorials (In process) 73 Up to 8 Modules per Chapter Industry Overview Products & Pricing License Agreements Asset Management Implementation Ordering Best Value

74. DoD ESI Tools: HTML Toolkits and Software Buyer’s Checklist 74 Best Value Toolkit SaaS Toolkit BPA Toolkit Software Buyer’s Checklist

75. DoD ESI Tools: White Papers 75 IT Virtualization Technology Cloud-Based Software Contracts Open Source Software Third Party Software Software Warranties Software Maintenance (Spring 2014)

76. DoD ESI Tools: Vendor Outreach Tools CD available to participating DoD ESI IT vendors 76

77. Training Information on DoD ESI Web Site 77 Please visit the following page on the ESI web site to: Register for ESI training Provide training feedback Request a consultation with an ESI Software Licensing SME Download training materials http://www.esi.mil/ContentView.aspx?ID=395&type=2

78. Questions and Feedback (Survey) 78