EULA Addendum for Government Licensees or Users

This document forms part of the Sophos End User License Agreement which is available at https://www.sophos.com/en-us/legal. Capitalized terms used in this Addendum which are not defined herein shall have the meanings given to them in the Sophos End User License Agreement. These terms or modifications to the Sophos End User License Agreement may apply to government agencies and Users located in the relevant country below:

UNITED STATES OF AMERICA

  1. Sophos acknowledges that all references to “internal business purposes” and “course of business” of Licensees and Affiliates that are governmental entities include all actions and purposes of Licensee and its Affiliates that are authorized by law or regulation.
  2. Sophos acknowledges that statutes and regulations of the U.S. Government, including procurement laws and regulations, may sometimes require that aspects of commercial EULAs are limited and may become ineffective and inoperative.  Sophos acknowledges that such aspects of commercial EULAs may include indemnities, commitments of funds from future appropriation years, dispute resolution, jurisdiction, and the right to stop work.  In all such instances, Sophos acknowledges that the provisions of this License Agreement yield and are superseded where, and to the extent, required by applicable U.S. law and regulation.
    1. Sophos acknowledges Federal Acquisition Regulation (“FAR”) 52.232-39 Unenforceability of Unauthorized Obligations, and FAR 52.212-4(u) Contract Terms and Conditions—Commercial Items/Unauthorized Obligations, as well as equivalent provisions of agencies that are exempt from the FAR or that are state or local U.S. governments.
    2. For sales that are entered by a U.S. Government agency via a GSA Schedule contract, Sophos acknowledges the TERMS AND CONDITIONS APPLICABLE TO TERM SOFTWARE LICENSES (SPECIAL ITEM NUMBER 132-32), PERPETUAL SOFTWARE LICENSES (SPECIAL ITEM NUMBER 132-33) AND MAINTENANCE AS A SERVICE (SPECIAL ITEM NUMBER 132-34) OF GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE, including the statement therein that they “shall take precedence and supersede any different or additional terms and conditions included in the standard commercial legend.” Each sales order must identify whether Sophos software is acquired with a term or perpetual license, and that negotiated agreement may not be unilaterally altered by any party.
    3. Sophos specifically acknowledges that provisions of this License Agreement that may be limited in part, or superseded in part or in whole, by said laws and regulations include:
      1. Clause 3.4.1 pertaining to rights to modify or combine the software; please note that any modification or combination by the government User or other User entirely voids all warranties, and also voids the indemnity of Clause 5.2 where infringement would not have arisen without such use or modification;
      2. Clause 3.4.3 pertaining to use prior to actual receipt of payment by Sophos;
      3. Clause 5.6.1 pertaining to the right of Sophos to approve Licensee’s chosen counsel;
      4. Clause 11.4 pertaining to rights of Sophos to termination upon notice and to indemnity;
      5. Clause 12.1 pertaining to the unilateral rights of Sophos to terminate;
      6. Clause 14.3 pertaining to date of payment owed for underpayment of fees;
      7. Clause 14.4 pertaining to assignment, novation, or other transfer of a contract with, or claim against, the United States;
      8. Clause 14.8 pertaining to this License Agreement as the entire agreement with Licensee;
      9. Clause 14.11 pertaining to governing law, venue, and jurisdiction;
      10. Clause 14.12 pertaining to jurisdiction over intellectual property disputes, and pertaining to collection of payments;
      11. Clause 15.1.2 pertaining to the date of payment in full;
      12. Clause 15.1.4 pertaining to interest payments;
      13. Clause 15.3.2 pertaining to indemnity; and
      14. Clause 15.6.2 pertaining to the process for recovery of fees for unauthorized use.
  3. Other U.S. government Licensees with special needs. Sophos further acknowledges that unique needs or requirements of a particular U.S. Government Licensee or User may sometimes be incompatible with other aspects of this License Agreement.  A special agreement with Sophos, Sophos’s reseller, or distributor, or the U.S. Government Licensee or User (all with Sophos’s prior written consent) will expressly record any such amendments to this License Agreement and, as acknowledged in Clause 14.8, will supersede those provisions of this License Agreement.
    1. Sophos specifically acknowledges that provisions of this License Agreement that may sometimes, under an express agreement with individual U.S. Government Licensees or Users, be limited in part, or expressly superseded in part or in whole, include:
      1. Clause 13.2 pertaining to direct and remote communication with the Products and collection of certain information;
      2. Clause 13.3 pertaining to use of information collected pursuant to Clause 13.2;
      3. Clause 13.6 pertaining to listing and publishing of Licensee’s name and logo;
      4. Clause 14.3 pertaining to Self-Audits and Formal Audits; and
      5. Clause 14.4 pertaining to subcontracting.