Deltek Subscription Terms


These Subscription Terms apply to Services purchased from Deltek or through a Deltek Partner and comprise the following (this "Agreement"):


A separate document specifying Customer's Subscription to the Services and other order-specific terms that take precedence over any conflicting terms in Sections B through D. For Customers purchasing through a Deltek Partner, Section A may be replaced by that Partner's order form or a purchase order.


B1. Use of Services.

  1. Acceptable Use Policy. Customer is responsible for use of the Services by those to whom Customer provides access. Deltek reserves the right, at any time, to deactivate or suspend Customer's Subscription if that Customer's use of the Services is found or reasonably suspected, in Deltek's judgment, to violate the use restrictions set forth below.
  2. Use Restrictions. Customer agrees not to
    1. sell, lease, sublicense, assign or otherwise transfer its rights to access and use the Services,
    2. copy, modify, publish, sell, export, distribute, transfer or perform, or prepare derivative works of, reverse engineer, decompile or otherwise attempt to extract the source code or source data from the Services except and only to the extent permitted or required by law,
    3. disclose, display or grant access to any part of the Services to any person or entity who is not an Authorized User, including, without limitation, any consultant or customer of Customer,
    4. collect any information from the Services through the use of "web bots," "scraping," "crawling," "spidering," or any other method not explicitly approved in writing by Deltek,
    5. provide, post, or transmit any data that infringes or violates any Intellectual Property Rights or publicity/privacy rights, or that contains any viruses or programming routines that may damage, interrupt or appropriate the Subscription or Services,
    6. use or make the Services available on a service bureau or time sharing basis,
    7. use the Services or Documentation to create any service offering, computer software program, training materials or user documentation that is substantially similar to the Services or Documentation,
    8. use or facilitate use of the Services in any way that is harassing, harmful, obscene, threatening, libelous, or otherwise tortious, or for illegal, abusive or unethical activities (including violations of law or privacy, hacking or computer viruses), or
    9. permit any Authorized User or other third party to do any of the foregoing.
  3. Deltek Use of Services. Deltek may access and use the Subscriptions at Customer's request or to provide support. Deltek users do not count towards Customer's number of Authorized Users.

B2. Term; Termination; Add-Ons and Expansions.

  1. Term of Agreement and Subscription(s). This Agreement is effective as of the Effective Date and will expire at the end of all Subscription Periods specified in an Order Form, unless otherwise terminated as set forth below. Unless otherwise specified in an Order Form, Subscription(s) begin on the Effective Date of the applicable Order Form.
  2. Renewal of Orders. Unless either party has given the other party written notice of non-renewal of Services at least thirty (30) days prior to the end of a respective Subscription Period or renewal Subscription Period, each Subscription will renew for an additional period of twelve (12) months at then-current Subscription fees. However, the parties may agree in writing to renew a Subscription for longer periods and/or at other mutually agreed upon rates. For U.S. Government Customers, Services will not automatically renew. If a U.S. Government Customer wishes to continue Services after a twelve-month Subscription Period, it shall pay the then-current Subscription fee for an additional twelve-month Subscription Period.
  3. Termination. Either party may terminate this Agreement as a result of a material breach by the other party, if (i) the non-breaching party provides written notice to the other party of the breach, and (ii) such breach is not cured within fifteen (15) days of receipt of notice. However, Deltek may terminate this Agreement immediately upon written notification to Customer in the case of breach of the Use of Services Section. Upon termination by Deltek for material breach by Customer, all unpaid fees are immediately due and payable. Upon termination by Customer for material breach by Deltek, Customer shall be entitled to a refund of any prepaid, unused Subscription fees as of the date of termination.
  4. Add-Ons and Expansions. Customer may add new or expand existing Subscriptions, which will be made coterminous with the anniversary date of the then-current Subscription Period and the fees will be prorated.

B3. Fees and Payment.

  1. Fees. Unless the Order Form specifies otherwise, Customer shall pay (i) the initial fees for Information Services within fifteen (15) days of the date of the applicable Order Form, and (ii) the initial fees for SaaS Services within thirty (30) days of the invoice date. Renewal fees will be at Deltek's then-current rates and will be due within fifteen (15) days of the invoice date. All fees are in US Dollars. All payments made under this Agreement are non-refundable, except as specifically provided in this Agreement. If Customer separately arranges with a third party to make some or all payments to Deltek under this Agreement, Customer must notify Deltek and provide reasonable documentation before Deltek will invoice a third party directly. Deltek will not re-issue invoices if Deltek does not receive such notice and documentation prior to invoicing. If the third party fails to make payment when due, Customer shall promptly pay Deltek.
  2. Disputed Invoices. Customer will notify Deltek within fifteen (15) days after the invoice date if there is a dispute about that invoice. Customer shall pay the undisputed portion of the invoice in full when due and notify Deltek in writing as to the nature and substance of any disputed portion.
  3. Taxes. Fees, costs and expenses described in this Agreement do not include any sales, use, personal property, duty, levy or similar governance charge, value added or good/services taxes. Deltek may include applicable taxes as separate items on Customer's invoice, and Customer shall be responsible to pay and/or reimburse Deltek for all taxes (other than taxes based on Deltek's income), unless Customer has provided adequate evidence of exemption upon execution of this Agreement. If withholding taxes are imposed by any government, Customer shall remit such taxes in accordance with applicable law, gross up the applicable payment amounts so that Deltek receives the full amount of fees invoiced, and provide Deltek with applicable evidence of withholding.
  4. Late Payments. Deltek may charge interest at the rate of one and one-half percent (1½%) per month (eighteen percent (18%) per annum), or at the highest rate allowed by law, whichever is less, from the date due until paid. Deltek may suspend Subscriptions, Support, Consulting Services or other performance if Customer fails to make full payment of any undisputed amount owed under this Agreement within ten (10) days after written notice from Deltek. Deltek may charge its then-current setup fee to restore a Subscription after any suspension.

B4. Intellectual Property Rights.

  1. Deltek (or Deltek's licensors) owns
    1. all Intellectual Property Rights in or relating to the Services, whether or not those rights are registered,
    2. any software and Documentation developed and delivered in the course of providing Consulting Services,
    3. any and all enhancements, modifications, derivative works and corrections that are made of or to the Services or the software used to provide the Services, which will be considered part of the "Services" for the purposes of this Agreement, and
    4. Customer's comments, suggestions or other feedback regarding Deltek's products and services.
  2. Customer agrees
    1. not to remove or replace any Mark from the screens on which the Services are viewed or accessed or any associated materials without Deltek's express written consent, and
    2. to reproduce any and all Marks on any copy or portion of any associated materials. Customer may not modify the Documentation except to the extent necessary to reflect more closely Customer's operations, provided, however, that Deltek shall retain all rights in any modified Documentation, which shall be considered Documentation with respect to Customer's rights, and each party shall retain its confidentiality obligations with respect to any Confidential Information in the modified Documentation. Customer retains all rights, title and interest in and to Customer's own information, including its Confidential Information and Customer Data.

B5. Publicity. Neither party will issue any public materials that refer to the other party, this Agreement, or the subscribed Services without the other party's prior written consent. However, Deltek may identify Customer on its client list and may use Customer's name and logo as well as a mutually-agreed general description of the nature of the relationship on its website and in promotional materials, presentations, and proposals to current and prospective clients. Either party may identify the other party or disclose the existence of this Agreement to its attorneys, auditors and in connection with regulatory filings.

B6. Confidentiality. Any information disclosed by one party ("Disclosing Party") to the other party ("Recipient") in connection with this Agreement that is marked confidential or that due to its character and nature, a reasonable person under like circumstances would treat as confidential (the "Confidential Information") will be protected and held in confidence by the Recipient. Confidential Information will be used only for the purposes of this Agreement. Recipient shall disclose Confidential Information only to the Recipient's employees, contractors, or business partners which are bound by confidentiality obligations no less stringent than these prior to any disclosure on a "need to know" basis. Confidential Information does not include information that:

  1. is already known to the other party at the time of disclosure;
  2. is or becomes publicly known through no wrongful act or failure of the Recipient;
  3. is independently developed without benefit of the other's Confidential Information; or
  4. is received from a third party that is not under an obligation of confidentiality.

Recipient agrees to protect the Confidential Information at all times and in the same manner as it protects the confidentiality of its own proprietary and confidential material of similar kind, but in no event with less than a reasonable standard of care. A Recipient may disclose Confidential Information to the extent required by law, provided that the Recipient provides the Disclosing Party with notice as soon as reasonably practicable to allow the Disclosing Party an opportunity to respond to such requirement, and provided further that such disclosure does not relieve Recipient of its confidentiality obligations with respect to any other party.

Upon the request of Disclosing Party, the Recipient shall promptly destroy or return to the Disclosing Party all copies of the Confidential Information and any documents derived from it. This obligation to return or destroy materials or copies thereof does not extend to automatically generated computer back-up or archival copies generated in the ordinary course of Recipient's information systems procedures, provided that Recipient shall make no further use of Confidential Information contained in those copies. Except as to the confidentiality of trade secrets, these confidentiality restrictions and obligations will terminate two years after the expiration or termination of the Agreement. The Recipient may return any Confidential Information to the Disclosing Party at any time.

B7. Use of Statistical Data. Without limiting Customer’s ownership rights in Customer Data, Customer acknowledges and agrees that Deltek shall have the right to utilize data capture, syndication and analysis tools and other similar tools to extract, compile, synthesize and analyze any non-personally and non-Customer identifiable data or information resulting from Customer’s use of the Services ("Statistical Data"). Statistical Data may be collected by Deltek for any lawful business purpose without a duty of accounting to Customer, provided that the Statistical Data is used only in an aggregated form without specifically identifying the source of the Statistical Data.

B8. Third Party Claims.

  1. Deltek will indemnify, defend and hold harmless Customer against any damages finally awarded resulting from a third party's claim ("Claim") that the Services violate that third party's Intellectual Property Rights, provided that Customer has used the Services strictly in accordance with the terms of this Agreement, and only if Customer notifies Deltek promptly in writing of such Claim and gives Deltek full control of and assistance with the defense of such Claim. Deltek shall not be responsible for Customer's compromise of such a Claim without Deltek's written consent.
  2. If a Claim is made or appears possible, Deltek may, at its option, secure for Customer the right to continue to use the Services, modify or replace the Services so that they are non-infringing, or, if neither of the foregoing options is available in Deltek's judgment, terminate this Agreement and refund Customer any unamortized pre-paid fees for use of the infringing Services. Deltek shall have no liability or obligation with respect to any Claim if the infringement is caused by
    1. modifications made according to Customer's specifications,
    2. modifications by any person not authorized in writing by Deltek,
    3. Customer's failure to comply with Deltek's direction to cease any activity that in Deltek's reasonable judgment may infringe a third party's Intellectual Property Rights,
    4. the combination, operation or use of the Services with other product(s) or service(s) not supplied by Deltek, or
    5. third party content.
  3. Customer will indemnify, defend and hold harmless Deltek against any damages finally awarded resulting from a Claim (including a Claim by an Authorized User) that
    1. Customer Data, or Customer's misuse of the Services, harms any person, violates any law, or violates that third party's Intellectual Property Rights, privacy, or other rights,
    2. Customer has breached any Third Party Terms, or
    3. Customer has violated the rights of the third party in posting, transmitting, storing, retaining or deleting of Customer Data,
    only if Deltek notifies Customer promptly in writing of such Claim and gives Customer full control of and assistance for the defense of such Claim. Customer shall not be responsible for Deltek's compromise of such a Claim without Customer's written consent.

B9. Governing Law; Dispute Resolution.

  1. Governing Law. This Agreement will be interpreted and construed in accordance with the laws of Delaware without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
  2. Binding Arbitration. Any dispute that cannot be resolved by the parties will be settled by final and binding arbitration in accordance with the American Arbitration Association ("AAA") rules, and either party may compel arbitration or enforce an arbitration award in any court of competent jurisdiction and recover its related costs and expenses. The arbitrators shall award appropriate fees and costs to the prevailing party.
  3. Litigation Rights. Either party may seek temporary or permanent injunctive relief from any court of competent jurisdiction to protect its Confidential Information, non-solicitation rights, and Intellectual Property Rights, regardless of the arbitration requirements. Deltek reserves the right to pursue collections activity or legal action in a court of competent jurisdiction to compel payment, regardless of the arbitration requirements, and in such a case, Deltek shall be entitled to recover its costs and reasonable attorneys' fees (including the allocable costs of in-house counsel).

B10. Limited Warranties.

  1. SaaS Services. Deltek warrants that the SaaS Services (except for Evaluation Services) will substantially conform to the Documentation under normal use and circumstances. During the Subscription Period, at no additional cost to Customer and as Customer's sole and exclusive remedy for failure to meet this limited warranty, Deltek will correct any material fault in the Deltek software used to provide the Services ("Defect") in accordance with the Support guidelines, provided that Customer promptly notifies Deltek in writing upon discovery of any such Defect and Deltek's investigation discloses that such Defect exists. This limited warranty will be void if the Defect is caused by (i) the use or operation of the Services with an application or in an environment other than that described in the Documentation or recommended in writing by Deltek, or (ii) modifications to the Services that were not made by Deltek.
  2. Other Services. Services other than the SaaS Services are available strictly on an "as is," "as available" basis, and Customer's use of such Services is at Customer's sole risk. Certain information provided to Customer through such Services is obtained from publicly available sources, the accuracy of which Deltek does not verify, and Customer acknowledges that such information may contain inaccuracies or errors.


B12. Use of Cookies. Deltek uses cookies for usage tracking purposes and statistical analysis, which helps Deltek to improve the Services by giving Deltek some insight into how the Services are being used. Please email [email protected] for any further information on Deltek's use of cookies. Customer consents to such use of cookies, and represents and warrants that it has provided adequate notice to its Authorized Users of the Services of, and obtained their informed consent to, the use of cookies by the Services in accordance with applicable Data Protection Laws. Customer is responsible for providing appropriate information and obtaining any required consent from its users of the Services in accordance with applicable Data Protection Laws prior to any processing of personal data by and through the Services.

B13. Mobile Applications.

  1. All Mobile Applications. Deltek may make certain Mobile Applications available to Customer. The use of Mobile Applications either alone or in connection with the Services is governed by this Agreement. In addition, Customer must comply with all applicable third party terms of agreement when using the Mobile Applications (for example, any agreement with a wireless service or wireless data provider). By using Mobile Applications, Customer explicitly confirms its acceptance of the terms associated with the application provided at download or installation, or as may be updated from time to time.
  2. Additional Terms for iOS Mobile Applications. The Mobile Applications may be used on an iOS product that Customer owns or controls and as permitted by the Usage Rules set forth in the App Store Terms of Service. Customer agrees that this Agreement is between Customer and Deltek, and that even if it receives access to the Mobile Applications through Apple, Inc.’s AppStore or any other source (collectively, the “Distributor”), the Distributor has no liability or responsibility whatsoever to Customer related to the Mobile Applications, whether by contract, warranty or otherwise, and Customer will look only to Deltek for any support for the Mobile Applications. The Distributor is not responsible for addressing any claims of any sort related to the Mobile Applications, and Customer must address any claims directly with Deltek. Questions related to the Mobile Applications should be addressed to Deltek and not to the Distributor. In the event of a failure of a Mobile Application to comply with any limited warranty stated in this Agreement, Customer may notify Apple and Apple will refund the purchase price paid by Customer to Apple for that Mobile Application and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Mobile Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to the limited warranty will be Deltek’s sole responsibility. Notwithstanding anything to the contrary in this Agreement, the Distributor and its subsidiaries are third party beneficiaries of this Agreement, and the Distributor has the right (and will be deemed to have accepted the right) to enforce this Agreement against the Customer as a third party beneficiary thereof. Customer represents and warrants that Customer is not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country, and that Customer is not listed on any U.S. Government list of prohibited or restricted parties.

B14. Miscellaneous.

  1. Assignment. Customer may not assign any of its rights or obligations under or sublicense this Agreement without Deltek's prior written consent.
  2. Compliance with Laws. Each party will be responsible for compliance with all legal requirements related to its use of the Services, including those related to the disclosure of data.
  3. Export Control. Customer shall comply with all export control laws and regulations that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction Customer operates or does business. Customer represents and warrants that Customer is not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country, and that Customer is not listed on any U.S. Government list of prohibited or restricted parties.
  4. U.S. Government Rights. The Services are deemed to be "Commercial Items" and if the Services are being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier) for use by or for the benefit of the U.S. Government, then the Government's rights in the Services will be only as set forth in this Agreement and in accordance with 48 CFR 227.7201 through 227.7202-4 (for Department of Defense "DOD" acquisitions) and with 48 CFR 2.101 and 12.212 (for civilian acquisitions). For U.S. Government Customers, each Support Contractor must be subject to the use and non-disclosure agreement at 227.7103-7 of the Defense Federal Acquisition Regulation Supplement.
  5. E-mail Communications. Each party shall comply with the U.S. CAN-SPAM Act of 2003, 15 U.S.C. §§ 7701-7713 when applicable.
  6. Entire Agreement. This Agreement, including any attachments identified as incorporated into this Agreement, is the entire agreement between Customer and Deltek relating to the Services and supersedes all prior or contemporaneous oral or written communications. Notwithstanding the foregoing, this Agreement does not affect any license and services agreement between the parties, nor does it affect any subscription or SaaS agreement between the parties for any Deltek product or service other than the Services and Consulting Services ordered hereunder. This Agreement will not be modified by the terms of any purchase order, or other instrument documenting a transaction that is issued by Customer in connection with this Agreement, nor by any other act, document, usage, custom, or course of dealing.
  7. Excusable Delays. In no event shall either party be liable to the other for any delay or failure to perform its obligations under this Agreement (excluding payment obligations) due to causes beyond the reasonable control of that party, including acts of a government and severe weather conditions.
  8. Counterparts. This Agreement may be executed in several counterparts each of which when executed shall be deemed to be an original.
  9. Independent Contractor. The parties are independent contractors and may not make commitments or representations on behalf of one another.
  10. Right to Enforce. Any person who is not a party to this Agreement shall have no right to enforce any term of this Agreement.
  11. Notices. Except for notices sent to Customer as part of Deltek's general customer base, notices to Customer shall be provided to Customer's notice address in the initial Order Form. Notices to Deltek shall be sent via email to [email protected].
  12. Severability. If a court holds any provision(s) of this Agreement to be illegal or unenforceable, the remainder of this Agreement will remain valid and enforceable.
  13. Survival. Provisions anywhere in the Agreement regarding payment, termination, proprietary rights, Intellectual Property Rights, warranties, limitations of liability, governing law, dispute resolution, confidentiality, severability, export control, and waivers will survive the expiration or termination of this Agreement.
  14. Waiver. A waiver of any breach of this Agreement is not a waiver of any other breach of this Agreement. Any waiver must be in writing and signed by an authorized representative of the waiving party.

B15. Definitions. Some of the following definitions may not be applicable, depending on Customer's Subscriptions.

  1. "Authorized User" means an individual who is authorized in accordance with this Agreement by Customer to access and use the Services. Specific categories of Authorized Users are described in the Services-specific terms and conditions and the Order Form.
  2. "Customer Data" means all electronic data or information that Customer or any Authorized User loads or enters into the Services and all results from processing such data, including compilations and derivative works.
  3. "Documentation" means the technical documentation applicable to the Services, including training guides, manuals, user guides and education materials on any medium.
  4. "Effective Date" means the date upon which this Agreement or an Order Form, as applicable, becomes effective.
  5. "Evaluation Services" means the Services as made available to Customer on a trial basis for a period of time and for the fees specified in the Order Form.
  6. "Intellectual Property Rights"means all copyrights, moral rights, database rights, patents, patentable ideas, inventions, patent applications, patent registrations, patent renewals, trade secrets, derivative works, know-how, Marks, goodwill, all rights in the nature of unfair competition rights, and rights to sue in passing off, and confidentiality or any other similar proprietary right arising or enforceable under applicable law.
  7. "Marks" means registered or unregistered trademarks, service marks, trade names, logos, service names, or other proprietary markings.
  8. "Mobile Application" means Services or Services functionality which can be used on mobile phones, tablets, or other portable devices.
  9. "Partner" means an entity with which Deltek has an independent contractor business relationship such as a reseller or supplier of software and/or services. The parties acknowledge and agree that in this context, the term "partner" shall not imply any legal or statutory partnership.
  10. "Services" mean the Deltek application or applications provided as a service by Deltek that are ordered and purchased by Customer identified in the Order Form, including associated offline components but excluding any third party applications.
  11. "Subscription" means the right of a Customer and its Authorized Users to access the Services during the Subscription Period.
  12. "Subscription Period" means the period during which Customer may use the Services, as specified in the Order Form. Unless otherwise specified in the applicable Order Form, the Subscription Period begins on the Effective Date of the Order Form.
  13. "Third Party Terms" means terms issued by a third party that govern Customer’s use of the Services. Deltek may notify Customer of Third Party Terms by referencing them in this Agreement or future Order Forms, or by providing other written notice from time to time. All Third Party Terms are incorporated into this Agreement by this reference.
  14. “Updates” means upgrades, modifications, improvements, enhancements, extensions, new releases, and other changes to the Services that Deltek makes available.
  15. "U.S. Government Customer" means the U.S. government, a U.S. government agency or entity, or an authorized non-governmental organization acting on behalf of the U.S. Government or a U.S. government agency or entity.



C1. Services Rights. Upon the Effective Date of an Order Form and subject to the terms and conditions of this Agreement and payment of any applicable Subscription fees, Deltek grants to Customer a non-exclusive, non-transferable, non-sublicenseable right to access and use the Services described in the Order Form for the Subscription Period.

C2. Additional Restrictions. Customer agrees to abide by any additional restrictions imposed by government agencies on the use of content supplied by the government as part of this Agreement. Provided that Customer pays all required Subscription fees, Customer shall be permitted to electronically download certain data (the "Downloaded Data") from the Services to the computers of Customer and use the Downloaded Data in accordance with the terms set forth in this Agreement solely for its own internal operations and not for further transfer, distribution or resale. Deltek reserves the right to change or modify the contents of the Services in its sole discretion.

C3. Authorized Users. Unless otherwise provided, the number of Authorized Users cannot be reduced during any Subscription Period.

  1. Authorized Users may only be authorized employees of Customer (and individuals who are independent contractors and have the same email domain as Customer, to the extent that such independent contractors access and use the Services solely to support the internal operations of Customer) to whom Customer provides user names and passwords.
  2. An Authorized User may, if legally permitted, disclose the contents of the Services to other employees of Customer, provided that such Authorized User
    1. reproduces all proprietary notices relating to the Services,
    2. identifies Deltek as the owner of the Services and all Intellectual Property Rights therein, and
    3. advises such other employees that use of the Services is subject to the terms and conditions of this Agreement.
  3. Deltek will supply Customer with user names and passwords for Authorized Users. Each Authorized User's user name and password is personal to such Authorized User, and Customer shall not permit Authorized Users to supply their user names and passwords to other Authorized Users or to any other party or to allow any party other than an Authorized User to access or use the Services.
  4. Except as otherwise permitted under this subsection, Customer will not disclose any contents of the Services including Downloaded Data to any person or entity, including parent, affiliate or subsidiary entities, other than an Authorized User, without Deltek's prior written consent, which consent may be conditioned upon an adjustment to the Subscription fees. Customer is solely responsible for maintaining the confidentiality of its user names and passwords for any access to and use of the Services that occurs through the use of such user names and passwords. Customer will notify Deltek when Customer no longer employs an Authorized User or if an Authorized User should otherwise be denied access to the Services.

C4. Customer Responsibilities. Customer is responsible for acquiring and maintaining access to the Internet (including but not limited to using an adequate web browser) in order to access and use the Services. Deltek shall not be liable for any failure of or interruption to such access and use resulting from failure or impairment of any network, software, web browser or equipment not under the control of Deltek. Customer shall be solely responsible for obtaining and maintaining all hardware and software necessary to download any Downloaded Data. Customer agrees that Deltek shall have no obligation to make the Downloaded Data available to Customer in any particular format or to otherwise modify the Services to allow Customer to download the Downloaded Data. Deltek shall, in its sole discretion, determine the format in which Downloaded Data will be made available to Customer.



D1. Services Rights. Upon the Effective Date and subject to this Agreement and Customer's payment obligations, Deltek grants to Customer and its Authorized Users a non-exclusive, non-transferable (except as provided in this Agreement), non-sublicenseable right to access and use the Services described in the Order Form for the Subscription Period. Customer shall have no right to receive any object code or source code relating to the Services. Customer grants to Deltek a non-exclusive, non-transferable right to access and use Customer Data as reasonably required to provide the Services to Customer and its Authorized Users. Customer may not copy or incorporate portions of the Documentation or "screen shots" of the Services except in training materials for Customer's internal use only, provided that the incorporated materials shall bear a notice of Deltek's copyright.

D2. Authorized Users.

  1. Authorized User IDs. Each Authorized User is issued a user ID and password which may not be shared or used by more than one person. However, a user ID and password may be reassigned from time to time to a new Authorized User replacing a former Authorized User. Customer will notify Deltek when Customer no longer employs an Authorized User or if an Authorized User should otherwise be denied access to the Services.
  2. Additional Authorized Users. Customer may add Authorized Users during a Subscription Period. The Subscription Period for any additional Authorized User Subscription shall end with the Customer's current Subscription Period for that Service and the Subscription fee shall be prorated accordingly. Except where the Subscription is a flat fee or the Order Form indicates otherwise, Customer agrees to notify Deltek if the number of Authorized Users increases and to pay the additional Subscription fees as specified in the Order Form for those additional Authorized Users. Unless otherwise provided, the number of Authorized Users cannot be reduced during any Subscription Period.
  3. Customer may not use or permit use of the Services or Documentation for more than the Customer's current number of Authorized Users as specified in the applicable Order Form, as may be amended from time to time, and may not permit use of the Services by anyone other than Customer's Authorized Users who may be (i) employees of Customer, (ii) employees of an Affiliate, or (iii) Support Contractor personnel, except for the GovWin Applications. Authorized Users for GovWin Applications includes authorized employees of Customer and consultants, contractors, suppliers or teaming partners or agents designated by Customer as Authorized Users.
  4. For this section, "Affiliate" means any entity that is controlled by Customer or is under common control with Customer through at least a 51% ownership (or through board or directors' control if a not-for-profit entity). "Support Contractor" means a third party with whom Customer has contracted to maintain or operate SaaS Services for and on behalf of Customer subject to the terms and conditions of this Agreement. Customer must provide written notice to Deltek identifying any Support Contractor that is given access to the Services.

D3. Excessive Usage. In the event that Customer's volume of use may degrade or otherwise interfere with the Services or other system performance, Deltek will take appropriate measures, which may include immediate deactivation. Upgrades to the processing capacity may be available at Deltek's option, but will be subject to an additional charge. Deltek in its sole discretion may terminate Customer's Subscription if excessive usage is related to Evaluation Services.

D4. Service Updates. Deltek regularly provides Updates which may include alterations to and replacement of features and functionality. Some changes to the Services may occur automatically, while others may require Customer to schedule and implement the changes.

D5. Support. Deltek shall provide reasonable general technical support ("Support") as outlined in an Order Form to allow Customer to report problems and to seek assistance in the use of the Services during Deltek's standard Support hours as established from time to time on Deltek's website.

D6. Customer Data.

  1. Ownership. Customer owns all rights, title and interest in and to Customer Data and is solely responsible for the accuracy, integrity, quality, legality, reliability, appropriateness of and copyright permissions of any Customer Data and for adopting procedures to identify and correct errors and omissions in Customer Data.
  2. Customer Obligations. Customer agrees that: (i) Customer Data has been collected, processed and provided to Deltek in accordance with all applicable U.S. and international laws, including applicable data protection legislation, and (ii) Customer has provided any required notices and obtained any required consents from Authorized Users concerning the collection, use, processing, transfer and disclosure of personal information relating to Customer’s use of the Services and Deltek’s provision of the Services. Customer is the data controller for the purposes of this Agreement.
  3. Deltek Obligations. Deltek will handle Customer Data only in accordance with this Agreement, its privacy and cookies policies (available at and which may be updated from time to time) and any lawful instructions reasonably given by Customer. Deltek is the data processor for the purposes of this Agreement and may move Customer Data to locations around the world as necessary to perform obligations under this Agreement.
  4. Security. Each party will implement reasonable and appropriate measures to protect Customer Data and prevent any unauthorized person or entity from gaining access thereto. Customer is responsible for verifying that its Authorized Users accessing Customer Data are properly authorized to do so. Except as stated herein, Deltek has no responsibility for unauthorized access to the Services. Each party will promptly notify the other if that party has actual knowledge of unauthorized access to and/or use of Customer Data or passwords and use reasonable efforts to take prompt remedial measures to rectify such unauthorized access.
  5. Content of and Direction for Customer Data. Customer agrees that Deltek is reliant on Customer for direction as to the extent to which Deltek is entitled to use and process Customer Data through the Services or Consulting Services. Consequently, Deltek will not be liable for any claim arising from any action or omission by Deltek to the extent that such action or omission resulted directly from Deltek’s provision of the Services or Consulting Services consistent with this Agreement or Customer’s instructions. Customer is solely responsible for any and all Customer Data that Customer or any Authorized User stores, transmits, displays, or otherwise uses in connection with the Services or Consulting Services.
  6. Intellectual Property. Deltek respects the intellectual property and other proprietary rights of others and may remove content from the Services that infringes third party copyrights or other intellectual property rights and suspend the user ID of any user who uses the Services in violation of copyright law or other laws governing intellectual property rights, and where appropriate, blocking such user’s access to the Services.

D7. Return of Customer Data. Upon Customer's written request made within thirty (30) days of termination or expiration of a Subscription or this Agreement, Deltek will return to Customer a single copy of all Customer Data in Deltek's then-current industry standard data extract format. Additional Customer Data copies shall be available for a fee. After such thirty (30) day period, Deltek shall have no obligation to maintain or provide any Customer Data and shall, unless legally prohibited, delete all Customer Data in its possession or under its control. Notwithstanding the foregoing, Deltek may retain Customer Data in backup media for an additional period of up to twelve (12) months, or longer if required by law.



E1. Consulting Services Definitions.

  1. "Consulting Services" means any set-up, configuration, training, research or consulting services, including, without limitation, Customer-specific user interface modeling, data interfaces or providing Customizations.
  2. "Custom" or "Customization" means creation of instructions using a programming language that enhances, adds to, or modifies software functionality or behavior. This includes, but is not limited to (i) any modification to the core source code of software that is part of SaaS Services or reports that are not configurable, or (ii) a change to or the development of (1) Interfaces, (2) Integrations, and (3) enhancements.
  3. "Interface" means any standard functionality for providing input and output to and from outside applications.
  4. "Integration" means the translation of data from the format of one application directly into the format of another; a data and command conversion on an ongoing basis between two or more systems.
  5. "SOW" means a statement of work, work order or any other document (except Customer purchase orders) authorizing Consulting Services
  6. For the purpose of Consulting Services, all references to "Services" in Sections B11 "Limitation of Liability" and B12 "Miscellaneous" shall mean "Services and Consulting Services," and all references to Order Forms shall include SOWs.

E2. Consulting Services. Deltek shall provide Consulting Services when mutually agreed in an SOW. Unless otherwise agreed in writing, the terms and conditions of this Agreement will apply to any Consulting Services provided to Customer by Deltek after the Effective Date, whether or not this Agreement is referenced and whether or not an SOW is executed. Unless otherwise agreed in an SOW, the total cost and completion dates for any Consulting Services in an SOW are estimates. Customer acknowledges that the ultimate responsibility for configuration and set-up of the Services rests with Customer and that Deltek’s role is to assist Customer in that endeavor. Unless otherwise stated in an SOW Deltek may use subcontractors to perform Consulting Services. Any staff or personnel provided by Deltek to provide the Consulting Services under an SOW are referred to as "Consultants."

E3. Project Management. Customer shall appoint an individual to authorize SOWs, receive progress reports and address problems that may arise in connection with the Consulting Services (the "Project Manager") and shall provide Deltek in writing with the name and contact information for that Project Manager. The Project Manager and Consultants shall develop administrative procedures to review performance of work.

E4. Customer's Cooperation. Deltek's performance depends upon Customer's timely and effective cooperation in connection with the Consulting Services, including providing Deltek with timely and sufficient access to appropriate data, information, and appropriately skilled Customer personnel, and prompt responses to questions and requests. Deltek will not be liable for any failure or delays in performing the Consulting Services, to the extent that the failure or delay is caused by Customer's failure to cooperate. Unless otherwise agreed, Deltek will rely upon the accuracy and completeness of data, material, and other information furnished by Customer, without any independent investigation or verification.

E5. Statement of Work. All work performed by Deltek should be documented in an SOW. Each SOW shall establish the general nature of the work to be performed, the number of Consultants to be assigned, the estimated duration of the Services, the approximate number of hours, and the applicable hourly rate or fee. If there is a conflict between this Agreement and the SOW, the SOW shall control.

E6. Change Orders. Either party may propose changes in the scope of the SOW, but neither party will be bound by any proposed change until both parties have agreed to that change in writing.

E7. Scheduling. Deltek will try to accommodate work schedule requests of Customer to the extent commercially practicable. Deltek reserves the right to change such schedule for any SOW if the assigned Consultants are unable to perform scheduled Services because of illness, resignation, weather, or other causes beyond Deltek's reasonable control. Deltek will make commercially reasonable efforts to replace any such Consultant within a reasonable time in order to limit impact on the schedule.

E8. Cancellation or Rescheduling of SOWs.

  1. Cancellation of SOWs. Customer may cancel all or part of any SOW upon ten (10) business days advance written notice ("Cancellation Notice"). Upon cancellation of an SOW in progress, Customer will pay all fees and expenses for work performed through the effective cancellation date (partially completed fixed fee engagements will be prorated) as well as reasonable costs directly related to Customer's cancellation (such as early termination of lodging arrangements or air travel change fees). If Customer terminates an SOW with less than the Cancellation Notice, Customer will also pay a cancellation fee equal to the total daily rates for Consultants assigned to the canceled SOW for every day that the actual cancellation was less than the Cancellation Notice. However, the cancellation fee may not exceed the remaining number of days scheduled on the canceled SOW.
  2. Rescheduling of SOWs. Customer may request that a previously scheduled SOW be rescheduled upon ten (10) business days advance written notice ("Rescheduling Period") at no cost, other than any reasonable costs directly related to rescheduling (such as lodging cancellation charges or air travel change fees). Deltek will make reasonable efforts to accommodate Customer's requested dates but the rescheduled SOW dates, although mutually agreed, shall be based on availability of Consultants. If the rescheduling request is made with less than the Rescheduling Period, Customer will also pay a rescheduling fee equal to the total daily rates for Consultants assigned to the rescheduled SOW for every day that the actual request to reschedule was less than the Rescheduling Period. However, the rescheduling fee may not exceed the total or remaining number of days scheduled on the rescheduled SOW.

E9. Fees and Expenses. Unless otherwise provided in an SOW, Customer shall pay Deltek for Consulting Services on a time and materials basis at Deltek's then-current rates within fifteen (15) days of invoice date. Hourly rates or fees for Consulting Services performed shall be set forth in the applicable SOW. Unless otherwise agreed in writing in the SOW, the minimum labor charge for any single day is eight hours. Billable amounts incurred in excess of eight hours per day will be billed at the standard, straight-time hourly rate. Estimated fees for Consulting Services under this Agreement do not include travel or other expenses. Customer agrees to reimburse Deltek for and will be invoiced for all travel and other expenses. Out-of-pocket expenses will be reimbursed on a pass-through basis based on the net cost paid or invoiced at the time of purchase, which includes airfare, ground transportation, lodging, meals and incidentals. Customer acknowledges that Deltek or its affiliates may receive frequent flyer miles, hotel "points", commissions, rebates, fees or other consideration ("Benefits") as a result of relationships with travel service providers, alliance companies, software, hardware, and other vendors. Customer agrees that Deltek is not obligated to provide a credit for or reimbursement to Customer for Benefits.

E10. Limited Warranty for Consulting Services. Any Consulting Services warranty will be mutually agreed in an SOW depending on the Services provided. If the SOW does not contain a warranty, the Services therein are provided "AS IS". For any Consulting Services warranty, the sole and exclusive remedy will be the re-performance of the Consulting Services. The disclaimer of warranties in Section B10c applies to Consulting Services.

E11. Projection Equipment. If requested by Deltek, Customer will make available for use projection equipment for on-site training classes. Alternatively and upon prior written request, Deltek will provide projection equipment for an additional charge.

E12. Training Services for Mobile Classrooms. If Customer elects to use Deltek's Mobile Classroom as part of the training Services, Customer shall take good care of the equipment provided by Deltek as part of the classroom. "Deltek's Mobile Classroom" means the portable training classroom (which consists of laptop computers loaded with demonstration software and training documentation) that Deltek makes available for Customer to use at the site designated by Customer. Customer agrees to assume all risks upon delivery of the equipment provided by Deltek as part of Deltek's Mobile Classroom. Furthermore, Customer shall return to Deltek all equipment, documentation and software on the date specified in the applicable SOW, in the same condition as when provided by Deltek, less normal wear and tear.

E13. Non-solicitation of Employees. For one year after termination of an SOW, neither party shall solicit for hire as an employee, consultant or otherwise any of the other party's personnel who have had direct involvement with the Consulting Services or proposal for the Consulting Services specified in the SOW, without the other party's express written consent. However, neither party will be precluded from hiring any employee of the other party who responds to any public notice or advertisement of an employment opportunity or who terminated his/her employment with the other party at least six months previously, provided that the hiring party did not solicit the termination. A party shall not be in breach of this Non-solicitation of Employees Section if those responsible for the solicitation, hiring or retention of the other party's personnel were not aware of these restrictions. However, personnel of either party working on a proposal or order for any Consulting Services under this Agreement shall be presumed to know of the restriction.

E14. Customization Services. If set forth in an SOW, Customizations may be developed for the use of Customer and will conform to the version of the Services identified in the applicable SOW as of the time of development. Given the nature of the Services, certain Customizations available for software installed at a customer’s premises will not be available under this Agreement. Customization Services are not covered by Support. If future improvements or Updates to the applicable Services cause the Services to change, then any Customization provided to Customer may require modification. The cost of such modification will be borne by Customer. A very strong possibility exists that installing a hot fix or a service pack, or upgrading to a new version of the Services will require changes to any Customization. The potential also exists that Customer will not be able to upgrade to a new service pack or version until the Customization has also been upgraded. Customer may have to wait to gain access to a service pack, hot fix or new version of the Services until an update to the Customization can be scheduled and completed. Customer will need to request a review to determine how its specific Customization(s) may be impacted by any Update to the applicable Services prior to any such Update.


The following definitions and terms apply only to the indicated Services when ordered. Applicable Service Specific Terms take precedence over any conflicting terms in the rest of this Agreement.

F1. Deltek GovWin Capture Analytics

  1. “Administrator” means an individual with the limited right to access the server to perform the following administrative functions: accessing the configuration screen, running a data load, and setting up user authorizations. There is no charge for this license, and the Administrator is not counted as a Consumer.
  2. “Consumer” means a Named User with the limited right to access content via browser only, and who may add new tabs and dashboard objects via the web interface.
  3. Deltek GovWin Capture Analytics is powered by QlikView. Customer may not assign any Subscription for Deltek GovWin Capture Analytics in whole or in part.

F2. Deltek CRM. For any Deltek CRM subscription, the following terms apply:

  1. Acceptable Use Policy. In addition to the Acceptable Use Policy above, Customer agrees to comply with the Amazon Web Services™ Acceptable Use Policy available at
  2. Third Party Terms. Customer's use of Kona Business is subject to, and Customer agrees to comply with, the various terms available at, the terms of which are incorporated into this Agreement by reference as Third Party Terms. Third Party Terms may be updated at any time, and Customer's continued use of the Services after such updates constitutes acceptance of the updated Third Party Terms.

F3. Kona Business Terms. For purposes of a Kona Business account, the following terms apply:

  1. “Services” as described in this Agreement shall mean the Kona services provided on the site and any related application downloads.
  2. Order of Precedence. In the event of a conflict among the governing documents with respect to a Kona Business account only, the following shall be the order of precedence: terms accepted upon download of an application, an Order Form, the remainder of this Agreement, the Kona terms of use, and the Kona privacy policy.
  3. Acceptable Use Policy. In addition to the Acceptable Use Policy above, Customer agrees to comply with the Amazon Web Services™ Acceptable Use Policy available at
  4. Third Party Terms. Customer's use of Kona Business is subject to, and Customer agrees to comply with, the various terms available at, the terms of which are incorporated into this Agreement by reference as Third Party Terms. Third Party Terms may be updated at any time, and Customer's continued use of the Services after such updates constitutes acceptance of the updated Third Party Terms.