Legal & Utility

Federal Government End User Addendum To the Alation Master Cloud Software License and Services Agreement

Version: April 10, 2026

This Federal Government End User Addendum (“Federal Addendum”) modifies the Alation Master Cloud Software License and Services Agreement available at www.alation.com/msa (the “Existing MSA”) as it applies to Federal agency end user or Ordering activity identified on the relevant Order or Statement of Work (“Customer”), effective as of the date set forth in the prime contract Order or Statement of Work. The Existing MSA together with this Federal Addendum and any exhibits, appendices, schedules, or attachments, and any amendments hereto entered into by the Parties constitutes the agreement (“Agreement”) under which Customer may license Alation Technology and receive Support and Professional Services. Any capitalized terms used in this Federal Addendum but not defined herein shall have the meanings set forth in the Existing MSA. In the event of a conflict between this Federal Addendum and the Existing MSA, this Federal Addendum shall control with respect to the subject matter hereof.

Where this Federal Addendum applies, notwithstanding anything to the contrary in the Existing MSA, the following provisions apply:

1. Definitions: Section 1 (Definitions) of the Existing MSA is hereby amended as follows:

(a) The definition of “Order” or “Statement of Work” is hereby deleted in its entirety and replaced with the following:</span>
Order” or “Statement of Work” means an ordering document specifying the products and/or services to be provided thereunder that is entered into between Customer and Alation or any of Alation’s Affiliates or Partners, including any addenda and supplements thereto.
(b) The following definition is hereby incorporated as an additional defined term:
“Partner” means Alation’s authorized Federal Government reseller.
(c) The definition of “Professional Services” is hereby deleted in its entirety and replaced with the following:
“Professional Services” means the product enablement professional services provided by Alation to assist Customer in Using Alation Cloud, as identified in an Order or Statement of Work.

2. Orders and Statements of Work: Section 2.1(a) of the Existing MSA is hereby deleted in its entirety and replaced with the following:

Orders and Statements of Work. Orders are negotiated and executed between the prime contractor and the Federal Government.

3. License Grant: Section 2.2 (License Grant) of the Existing MSA is hereby amended to delete the following clause:

“including the timely payment of all applicable fees,”

4. Usage Monitoring: Section 2.4(c) of the Existing MSA is hereby deleted in its entirety and replaced with the following:

Usage Monitoring. Alation reserves the right to periodically review the number of Named Users, number of connectors, apps, objects, and Customer’s Use. Customer may have certain usage limits, as specified in the applicable Order. If exceeded, Customer will be subject to increased Fees without a separate Order. Notwithstanding the remedies set forth in this Section, any disputes and remedies are subject to the disputes terms of the prime contract including, if applicable, the Contract Disputes Act.

5. Audit Report: Section 2.8 (Audit Report) of the Existing MSA is hereby amended to incorporate the following as the last sentence of the existing provision:

For the avoidance of doubt, Alation disclaims adherence to any other standards including, without limitation, Cybersecurity Maturity Model Certification (CMMC), FedRAMP, and StateRAMP.

6. Support: Section 3.1 (Support) of the Existing MSA is hereby deleted in its entirety and replaced with the following:

3.1 Support. During the Subscription Term Alation will provide Customer with support services, pursuant to the terms available on the Alation website, currently at https://alation.com/tscs/support (“Support”).

7. Professional Services: Section 3.2 (Professional Services) is hereby deleted in its entirety and replaced with the following:

3.2 Professional Services. If purchased and agreed to in an Order, Alation will provide to Customer Professional Services identified in the relevant Order or Statement of Work. Except as set out in an Order or a Statement of Work, Customer is solely responsible for integrating Alation Cloud with Customer’s systems and any other platform, add-on, service, code or product not provided by Alation. Nothing in the Agreement shall prevent Alation from providing similar Professional Services to other customers, as those Professional Services do not constitute ‘work for hire’ but are a derivative of Alation Technology. Together, Support and Professional Services are referred to as “Services”. For clarity, Services may result in a minor modification to the commercial Alation Technology and such minor modifications will be licensed under the same terms in this Agreement.

8. Fees; Payment: The following amendments are hereby made to Section 4 (Fees; Payment) of the Existing MSA:

a. Section 4.1 (Fees) of the Existing MSA is hereby deleted in its entirety and replaced with the following:
4.1 Fees. Fees are as set forth between the Customer and the prime contractor.
b. Section 4.2 (Payment Term, Currency, Interest Rates) of the Existing MSA is hereby deleted in its entirety and replaced with the following:
4.2 Payment Term, Currency, Interest Rates. Payment terms are as set forth between the Customer and the prime contractor.
c. Section 4.3 (Dispute) of the Existing MSA is hereby deleted in its entirety and replaced with the following:
4.3 Dispute. The prime contract will set forth the dispute terms.
d. Section 4.4 (Taxes) of the Existing MSA is hereby deleted in its entirety and replaced with the following:
4.4 Taxes. Taxes are as set forth between the Customer and the prime contractor.
e. Section 4.5 (Purchase Orders) of the Existing MSA is hereby deleted in its entirety and replaced with the following:
4.5 Purchase Orders. Orders are between the prime contractor and the Customer.
f. Section 4.6 (Affiliate Orders) of the Existing MSA is deleted in its entirety and hereby replaced with the following:
4.6 Affiliate Orders. Not applicable to government customers.

9. Term and Termination: The following amendments are hereby made to Section 5 (Term and Termination) of the Existing MSA:

(a) Section 5.2 (Termination) of the Existing MSA is hereby amended to incorporate the following as the last sentence of the existing provisions:
If the Customer is a Federal agency, then in the event of a dispute regarding a material breach, the dispute will be subject to the Contract Disputes Act.
(b) Section 5.3 (Effect of Termination), clause (b), is hereby deleted in its entirety and replaced with the following:
[Omitted]
(c) Section 5.4 (Surviving provisions) is hereby amended to delete the following clause:
4 (Fees; Payment)

10. Confidential Information: The following amendments are hereby made to Section 6 (Confidentiality) of the Existing MSA:

(a) Section 6.1 (Definition) of the Existing MSA is hereby amended to include the following language as a new sentence at the end of the existing provision:
Alation Confidential Information is exempt from release under the Freedom of Information Act, in accordance with 5 USC § 552(b)(4).
(b) Section 6.2 (Exclusions), clause (b), is hereby deleted in its entirety and replaced with the following:
(b) was already in Receiving Party’s possession at the time of disclosure by Disclosing Party, without a duty of non-disclosure, as shown by Receiving Party’s records;
(c) Section 6.2 (Exclusions), clause (c), is hereby deleted in its entirety and replaced with the following:
(c) is lawfully obtained by Receiving Party from a third party who has the express right to make such disclosure and such information was obtained without a duty of non-disclosure;

11. Indemnification: The following amendments are hereby made to Section 8 (Indemnification) of the Existing MSA:

(a) Section 8.1 (Indemnification by Alation) is hereby amended to incorporate the following as a new sentence at the end of the existing provision:
The foregoing defense obligation shall not apply to Alation’s indemnification obligations to Federal Government Customers to the extent prohibited by 28 USC §516. Alation may intervene in any defense of Customer under this Section 8 (Indemnification).
(b) Section 8.2 (Limitation), clause (c), is hereby amended to delete the following:
or its Affiliates’
(c) Section 8.3, clause (d), is hereby deleted in its entirety and replaced with the following:
(d) if none of the foregoing is commercially practicable, terminate the Agreement upon written notice to Customer, and refund (or cause to be refunded by the prime contractor) a pro rata portion of unused and pre-paid Fees for the outstanding balance of the then-current Subscription Term.
(d) Section 8.4 (Indemnification by Customer) is hereby amended to incorporate the following clause at the beginning of the existing provision:
To the extent permitted by law,

12. Limitation of Liability: The following amendments are hereby made to Section 9 (Limitation of Liability) of the Existing MSA:

(a) Section 9.2 (Liability Cap) is hereby deleted in its entirety and replaced with the following:
Each Party’s total liability (including attorneys’ fees) arising out of or related to the Agreement will not exceed the lesser of the amount paid by Customer to Alation under the Agreement during the twelve (12) month period prior to the date the claim or the Customer’s liability cap under the applicable Order.
(b) Section 9.3 (Excluded Claims) is hereby deleted in its entirety and replaced with the following:
9.3 [Omitted]
(c) Section 9.4 (Further Limitations) is hereby deleted in its entirety and replaced with the following:
(3) Further Limitations. The limitations under section 9 (Limitation of Liability) will apply regardless of the form or action and even if any limited or exclusive remedy in the Agreement fails its essential purpose. Unless as otherwise permitted under applicable law, neither Party may bring a claim or action, regardless of form, arising out of the Agreement, more than twelve (12) months after the claim or cause of action arose.

13. General Provisions: The following amendments are hereby made to Section 10 (General Provisions) of the Existing MSA:

(a) Section 10.2 (Entire Agreement) is hereby amended delete the first sentence of the existing provision and replace it with the following:
As between Alation and Customer, this Agreement is the sole agreement of the Parties concerning the subject matter hereof, and it supersedes all prior agreements and understandings.
(b) Section 10.5 (Waiver; Severability) is hereby amended to incorporate the following as a new, and additional, first sentence of the existing provision:
No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the Party claiming such waiver.
(c) Section 10.7 (Publicity) is hereby amended to incorporate the following as a new, and additional, last sentence of the existing provision:
For government customers, Alation will not imply or state that the government customer endorses Alation’s products but may identify the Customer in customer lists and identify Customer in proposals.

14. Governing Law: Section 17.3 (Governing Law; Jurisdiction and Venue) of the Existing MSA is hereby deleted in its entirety and replaced with the following:

This Agreement shall be governed by the Federal laws of the United States, and without regard to the United Nations Convention on the International Sale of Goods.

15. Software Audit Rights: Section 2.4(c) (Usage Monitoring) of the Existing MSA is hereby deleted in its entirety and replaced with the following:

Upon Alation’s written request, Government End User shall certify in a signed writing that Government End User’s use of Alation Technology is in full compliance with the terms of this Agreement (including usage restrictions/limits). With prior reasonable notice of at least ten (10) days, Alation may audit the number of Named Users, connectors, apps, objects and Government End User’s use. Audits under GSA prime contracts shall be in accordance with GSAR 552.212-4(w)(ix).

16. U.S. Government Rights and Restrictions: The following is added as a new section to the Existing MSA:

10.13 (U.S. Federal Government End Users): Alation Technology are “commercial products” or “commercial services” as those terms are defined at 48 C.F.R. (FAR) 2.101. If Customer is a U.S. Federal Government (“Government”) Executive Agency (as defined in FAR 2.101), Alation provides Alation Technology, including any related technical data and Professional Services in accordance with the following: if acquired by or on behalf of any Executive Agency (other than an agency within the Department of Defense (“DoD”), the Government acquires, in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software), only those rights in technical data and the software customarily provided to the public as defined in this Agreement. If acquired by or on behalf of any Executive Agency with the DoD, the Government acquires, in accordance with the DFARS 227.7202-3 (Rights in Commercial Computer Software or Commercial Computer Software Documentation), only those rights in technical data and the software customarily provided in this Agreement. In addition, DFARS 252.227-7015 (Technical Data – Commercial Items) applies to technical data acquired by DoD agencies, except under GSA schedule contracts. Any Federal Legislative or Judicial Agency shall obtain only those rights in technical data and the software customarily provided to the public as defined in this Agreement. If any Federal Executive, Legislative, or Judicial Agency has a need for rights not conveyed under the terms described in this Section 10.13, it must negotiate with Alation to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum (between Alation and Customer) specifically conveying such rights must be included in any applicable contract or agreement to be effective. If this Agreement fails to meet the Government’s needs or is inconsistent in any way with Federal law, and the parties cannot reach a mutual agreement on terms for Customer’s use, Customer agrees to terminate Customer’s use of Alation Technology and return Alation Technology and any other software or technical data delivered as part of the Alation Technology, unused, to Alation. This U.S. Government Rights clause in this Section 10.13 is in lieu of, and supersedes, any other FAR, DFARS, or other clause provision, or supplemental regulation that addresses Government rights in Alation Technology, and computer software or technical data.