PRIMEMATCH AI™

GOVERNMENT CONTRACTING POLICY

Version 1.0 | Production-Quality First Draft for Attorney Review

Effective Date: February 2026
Legal Entity: Lyfe Share Inc.
Principal Office: 6991 Peachtree Industrial Blvd. #400, Suite. A-15, Peachtree Corners, GA 30092
Government Contracting Compliance Contact: michael@lyfeshare.io
Governing Law / Venue: Georgia

This Policy governs government-contracting and public-procurement use of PrimeMatch AI™ and is intended to operate together with the PrimeMatch AI™ Master Terms of Service, Privacy Policy, AI Transparency & Recommendation Policy, Partner Matching & Marketplace Agreement, applicable Order Forms, enterprise agreements, Data Processing Addenda, and written public-sector addenda. Bracketed items require final review by qualified counsel.

TABLE OF CONTENTS

1. Purpose, Scope, and Contractual Status

2. Definitions and Proprietary Intelligence Concepts

3. PrimeMatch AI’s Role in Government Contracting

4. Decision-Support Only; No Procurement or Legal Determinations

5. User Eligibility, Authority, and Organizational Responsibility

6. SAM.gov, UEI, CAGE, Representations, Certifications, and Status Data

7. Small Business, Socioeconomic, and Set-Aside Information

8. Opportunity Intelligence™, Solicitation Analysis, and Forecasting

9. Partner Intelligence™, Teaming Recommendations, and Team Formation

10. Team DNA™, Team Strength Index™, Workshare, and Subcontracting Risk

11. Procurement Integrity, Source Selection Information, and Nonpublic Information

12. Organizational Conflicts of Interest and Unequal Access to Information

13. Proposal Intelligence™, AI-Generated Proposal Assistance, and Communications

14. Accuracy, Validation, and Independent Review of Government Information

15. Certifications, Attestations, Signatures, and Government Submissions

16. Controlled, Sensitive, Classified, Export-Controlled, and Restricted Information

17. Federal Cybersecurity, CUI, NIST, DFARS, and CMMC Responsibilities

18. Records, Audit Logs, Evidence, and Retention

19. Ethics, False Statements, Fraud, Kickbacks, and Improper Conduct

20. Lobbying, Political Activity, Gifts, Gratuities, and Contingent Fees

21. Suspension, Debarment, Exclusions, Responsibility, and Integrity Indicators

22. Marketplace Providers, Subcontractors, Consultants, and Third Parties

23. White-Label Portals, Enterprise Administration, and Multi-Tenant Environments

24. APIs, Integrations, AI Agents™, Automation, and External Data Sources

25. Government Rights, Public Records, FOIA, and Government Data Requests

26. Intellectual Property and Proprietary Methodologies

27. Disclaimers; No Government Endorsement; No Outcome Guarantees

28. Indemnification, Limitation of Liability, and Allocation of Risk

29. Enforcement, Suspension, Investigations, and Cooperation

30. Governing Law, Dispute Resolution, Public-Sector Exceptions, and Survival

Appendix A. Government Contracting User Validation Checklist

Appendix B. Restricted Information Handling Matrix

Appendix C. PrimeMatch AI™ Government Contracting AI Output Notice

Appendix D. Regulatory Reference Framework

PRIMEMATCH AI™ GOVERNMENT CONTRACTING POLICY

This Government Contracting Policy (the “Policy”) establishes mandatory conditions, responsibilities, limitations, and safeguards applicable when any customer, organization, Authorized User, Marketplace Provider, administrator, consultant, subcontractor, teaming partner, prospective partner, or other person uses PrimeMatch AI™ in connection with a federal, state, local, tribal, territorial, international, quasi-governmental, or other public-sector procurement, grant-related procurement activity, cooperative agreement opportunity, transaction authority opportunity, commercial solutions opening, broad agency announcement, request for information, request for proposal, invitation for bid, task order, delivery order, subcontract, teaming opportunity, or other government-contracting activity.

PrimeMatch AI™ is an AI-powered Partner Intelligence Platform and not a contracting officer, procurement official, attorney, accountant, compliance auditor, certification authority, surety, insurer, licensing authority, financial institution, source-selection official, or government representative. The Platform provides information, analysis, workflow support, and decision-support. Users remain solely responsible for all procurement, legal, business, financial, staffing, teaming, proposal, certification, compliance, subcontracting, and contracting decisions.

ARTICLE 1. PURPOSE, SCOPE, AND CONTRACTUAL STATUS

1.1 Purpose.

This Policy is intended to reduce foreseeable legal, procurement, data, AI, ethics, and counterparty risks associated with use of PrimeMatch AI™ in public-sector contracting. It supplements, and does not replace, the PrimeMatch AI™ Master Terms of Service and other agreements applicable to the customer’s subscription, enterprise deployment, white-label portal, marketplace participation, API access, or professional-services engagement.

Where a written Order Form, negotiated enterprise agreement, public-sector addendum, data-processing addendum, or other written instrument signed by PrimeMatch AI expressly conflicts with this Policy, the signed instrument controls only to the extent of the conflict and only for the customer and services expressly identified therein.

1.2 Scope.

This Policy applies to all government-contracting features and workflows, including opportunity discovery, opportunity forecasting, semantic search, teaming discovery, partner matching, reputation analysis, organization profiling, proposal assistance, AI-generated communications, marketplace transactions, executive dashboards, analytics, workflow automation, and API-driven or AI Agent™-driven activity involving public procurement information.

This Policy also applies when a commercial opportunity is pursued by a government contractor and the user elects to rely on government-derived credentials, past performance, representations, certifications, contract history, set-aside status, or similar information within PrimeMatch AI™.

1.3 No Expansion of Government Rights.

Nothing in this Policy grants any government entity rights in PrimeMatch AI™ software, source code, models, algorithms, scoring logic, proprietary taxonomies, prompts, orchestration methods, system architecture, documentation, or other intellectual property except to the limited extent expressly agreed in a signed contract or required by non-waivable law.

Government rights in customer-provided data, deliverables, technical data, computer software, or other materials, if any, are determined by the applicable government contract and governing law, not by the mere use of PrimeMatch AI™.

ARTICLE 2. DEFINITIONS AND PROPRIETARY INTELLIGENCE CONCEPTS

2.1 Defined PrimeMatch AI™ Concepts.

“PrimeMatch AI™” means the proprietary platform, software, services, user interfaces, data models, workflows, scoring frameworks, APIs, automation capabilities, AI capabilities, and related technology made available by or on behalf of [INSERT LEGAL ENTITY].

“PrimeMatch Confidence™” means a proprietary confidence framework that may express the relative strength, completeness, consistency, or quality of data, evidence, matching signals, or analytical support associated with an output. It is not a probability of contract award, legal compliance, partner honesty, financial stability, successful performance, or any other guaranteed outcome.

“Organization DNA™,” “Opportunity DNA™,” “Team DNA™,” “Relationship DNA™,” “Proposal DNA™,” and “Growth DNA™” are proprietary analytical constructs used to organize, normalize, infer, compare, and analyze information about organizations, opportunities, teams, relationships, proposals, and growth-related patterns.

“Trust Score™” means a proprietary informational scoring framework that may incorporate available reputation, verification, recency, consistency, interaction, performance, or other signals. It is not a background check, responsibility determination, integrity certification, legal opinion, debarment screening guarantee, or assurance of future conduct.

“Team Strength Index™” means a proprietary analytical framework designed to assist users in evaluating potential team composition, capability complementarity, coverage, gaps, relationships, readiness, and other relevant factors. It does not establish that a team satisfies any solicitation, workshare, limitation-on-subcontracting, joint-venture, mentor-protégé, affiliation, or size-status requirement.

2.2 Intelligence Systems.

“PrimeMatch Intelligence™,” “Partner Intelligence™,” “Opportunity Intelligence™,” “Proposal Intelligence™,” “Executive Intelligence™,” “Marketplace Intelligence™,” and “Enterprise Intelligence™” are proprietary intelligence layers, methodologies, dashboards, analytical frameworks, or software capabilities of PrimeMatch AI™.

“AI Agent™,” “Intelligence Engine™,” “Semantic Matching Engine™,” “Knowledge Graph™,” and “Learning Engine™” mean proprietary software systems, orchestration methods, analytical models, matching systems, data structures, machine-learning mechanisms, or related intellectual property used by PrimeMatch AI™ to generate, organize, rank, retrieve, infer, or present information.

2.3 Government Contracting Terms.

“Government Contracting Information” means information concerning a government opportunity, agency, solicitation, award, contractor, subcontractor, requirement, set-aside, certification, representation, past performance, procurement action, teaming relationship, proposal, evaluation criterion, contract, order, grant-related procurement, or other public-sector acquisition activity.

“Restricted Government Information” means any classified information, Controlled Unclassified Information (“CUI”), covered defense information, export-controlled technical data, source selection information, contractor bid or proposal information, procurement-sensitive information, personally identifiable information subject to special restrictions, or other information whose disclosure, storage, transmission, or use is restricted by law, regulation, contract, policy, marking, or government instruction.

ARTICLE 3. PRIMEMATCH AI’S ROLE IN GOVERNMENT CONTRACTING

3.1 Technology Platform; Not Government Representative.

PrimeMatch AI™ may aggregate, organize, enrich, analyze, or present information relevant to public procurement and may facilitate introductions among organizations. PrimeMatch AI is not affiliated with, endorsed by, sponsored by, or acting on behalf of the United States Government or any other government agency merely because the Platform references, ingests, analyzes, or links to public procurement information.

PrimeMatch AI does not issue solicitations, amend solicitations, establish procurement requirements, determine responsiveness, determine responsibility, evaluate proposals on behalf of an agency, make source-selection decisions, award contracts, certify socioeconomic status, issue licenses, issue bonds, determine insurance sufficiency, or make formal legal-compliance determinations.

3.2 No Broker, Agent, Fiduciary, or Procurement Advisor Relationship.

Unless expressly stated in a separate signed agreement, PrimeMatch AI is not the user’s broker, agent, fiduciary, lobbyist, procurement representative, bid protest counsel, proposal counsel, subcontract administrator, or authorized representative before any government agency.

Users shall not represent to any third party that PrimeMatch AI has approved, certified, endorsed, guaranteed, or independently verified the user, a proposed partner, a proposal, an opportunity, a certification, or any government-contracting strategy.

ARTICLE 4. DECISION-SUPPORT ONLY; NO PROCUREMENT OR LEGAL DETERMINATIONS

4.1 Decision-Support Principle.

All recommendations, rankings, scores, forecasts, predictions, generated summaries, semantic matches, alerts, suggested partners, suggested opportunities, proposal language, generated communications, confidence values, inferred capabilities, risk indicators, gap analyses, and AI-generated outputs are informational decision-support tools only.

Users remain solely responsible for determining whether to pursue an opportunity, submit a proposal, certify eligibility, form a team, disclose information, engage a subcontractor, rely on a representation, accept proposed workshare, execute an agreement, make a pricing decision, submit a government filing, or take any other business, legal, financial, procurement, staffing, or contracting action.

4.2 No Guaranteed Accuracy or Outcome.

Government procurement information changes frequently and may be incomplete, delayed, amended, superseded, misclassified, withdrawn, cancelled, reissued, or subject to agency interpretations not available to PrimeMatch AI. AI systems may also generate incomplete, inaccurate, stale, ambiguous, or context-dependent outputs.

PrimeMatch AI does not guarantee contract awards, proposal success, business growth, profitability, successful partnerships, legal compliance, licensing, insurance, financial stability, vendor performance, marketplace quality, partner honesty, compatibility, or future outcomes.

4.3 Mandatory Human Review.

Before acting on any material output, the user must review the governing solicitation, amendment, contract, task order, clause set, agency instruction, official government source, and other authoritative materials, and obtain qualified professional advice where appropriate.

Users shall not configure workflow automation or an AI Agent™ to make or submit legally binding certifications, representations, attestations, signatures, bids, proposals, acknowledgments, or contract modifications without human authorization and independent validation.

ARTICLE 5. USER ELIGIBILITY, AUTHORITY, AND ORGANIZATIONAL RESPONSIBILITY

5.1 Authority.

Each Authorized User represents that the user has authority to access and use Government Contracting Information on behalf of the relevant organization and to provide information to PrimeMatch AI. Organization administrators are responsible for role-based permissions, hierarchy assignments, user provisioning, access removal, and internal governance.

An organization is responsible for activity performed through its accounts, APIs, connected systems, and AI Agents™ except to the extent caused solely by PrimeMatch AI’s breach of an express contractual obligation.

5.2 Internal Controls.

Customers shall maintain reasonable procedures to ensure that personnel using PrimeMatch AI understand applicable procurement restrictions, confidentiality requirements, solicitation-specific rules, cybersecurity obligations, and internal approval requirements.

Customers using PrimeMatch AI across business units, subsidiaries, affiliates, mentor-protégé relationships, joint ventures, or separate legal entities must configure access controls consistent with corporate separateness and applicable procurement requirements.

ARTICLE 6. SAM.GOV, UEI, CAGE, REPRESENTATIONS, CERTIFICATIONS, AND STATUS DATA

6.1 SAM.gov Information.

PrimeMatch AI may display or analyze information associated with the System for Award Management (“SAM”), Unique Entity Identifiers (“UEIs”), Commercial and Government Entity (“CAGE”) codes, representations and certifications, exclusions, entity registrations, NAICS codes, points of contact, or other government-source information.

Users are solely responsible for verifying current registration status and required representations and certifications in the official government system. PrimeMatch AI does not control SAM.gov and does not warrant that imported, cached, indexed, normalized, or user-entered SAM-related information is current or complete.

6.2 User Responsibility for Currency and Accuracy.

Federal requirements may require offerors to maintain registration and representations and certifications as specified by applicable FAR provisions and clauses. Users must independently determine the requirements applicable to each procurement and must not rely on PrimeMatch AI as the official system of record.

Users shall promptly correct inaccurate organization profile information within PrimeMatch AI when discovered and shall not intentionally maintain false, misleading, or materially incomplete status, certification, ownership, size, or eligibility data.

ARTICLE 7. SMALL BUSINESS, SOCIOECONOMIC, AND SET-ASIDE INFORMATION

7.1 Informational Status Only.

PrimeMatch AI may identify or allow users to represent small-business status, SDVOSB, VOSB, WOSB, EDWOSB, HUBZone, 8(a), disadvantaged-business, minority-owned, state or local certification, or other socioeconomic designations. Such information is informational and may be based on user input, public data, third-party data, or government-source data.

PrimeMatch AI does not certify socioeconomic status, size status, ownership, control, eligibility, affiliation, or compliance with program requirements. A displayed status, filter result, match, Trust Score™, PrimeMatch Confidence™, or badge is not a governmental certification.

7.2 Set-Aside and Size Analysis.

Users must independently assess NAICS assignment, size standards, affiliation, ostensible subcontractor risk, joint-venture rules, mentor-protégé rules, recertification obligations, nonmanufacturer requirements, subcontracting limitations, and solicitation-specific set-aside conditions.

PrimeMatch AI may surface team-composition or workshare information, but it does not determine whether a proposed arrangement complies with FAR 52.219-14, SBA regulations, agency-specific requirements, or any other limitation on subcontracting or performance-of-work rule.

ARTICLE 8. OPPORTUNITY INTELLIGENCE™, SOLICITATION ANALYSIS, AND FORECASTING

8.1 Opportunity Intelligence™.

Opportunity Intelligence™ may extract, classify, summarize, compare, or infer information from solicitations, notices, forecasts, amendments, attachments, agency materials, public databases, and user-provided information. Opportunity DNA™ may organize requirements, dates, evaluation criteria, capability needs, contract vehicles, set-asides, incumbency indicators, performance locations, risk factors, and related signals.

Opportunity Intelligence™ is intended to accelerate review and prioritization; it does not replace reading the complete authoritative procurement record.

8.2 Amendments and Version Control.

Users are responsible for monitoring amendments, questions and answers, notices, attachments, date changes, agency communications, and other changes. PrimeMatch AI may not detect or process every change immediately.

Where the Platform provides amendment tracking, change summaries, deadlines, alerts, or comparisons, those features are convenience tools only. The user must confirm current requirements at the agency’s official source before submission.

8.3 Forecasts.

Opportunity forecasting, probability indicators, pipeline scores, likely-fit assessments, capture signals, competitive analyses, and predicted timing are inherently uncertain and are not promises that an opportunity will be released, funded, competed, awarded, or awarded on anticipated terms.

ARTICLE 9. PARTNER INTELLIGENCE™, TEAMING RECOMMENDATIONS, AND TEAM FORMATION

9.1 Partner Matching.

Partner Intelligence™, the Semantic Matching Engine™, Knowledge Graph™, Organization DNA™, Relationship DNA™, Trust Score™, and PrimeMatch Confidence™ may be used to identify prospective primes, subcontractors, joint-venture participants, consultants, vendors, suppliers, or other counterparties.

A match is not an endorsement, guarantee of eligibility, guarantee of performance, representation of honesty, responsibility determination, security-clearance confirmation, licensing verification, insurance verification, financial-stability determination, or assurance of compatibility.

9.2 Independent Due Diligence.

Before entering any teaming, subcontracting, joint-venture, nondisclosure, workshare, exclusivity, supplier, reseller, referral, or other relationship, users must independently investigate the counterparty and negotiate appropriate written agreements.

PrimeMatch AI is not responsible for a user’s failure to investigate exclusions, sanctions, debarment, ownership, control, conflicts, past performance, cybersecurity posture, personnel qualifications, security clearances, insurance, licenses, certifications, financial capacity, litigation, or other relevant counterparty factors.

ARTICLE 10. TEAM DNA™, TEAM STRENGTH INDEX™, WORKSHARE, AND SUBCONTRACTING RISK

10.1 Team Analytics.

Team DNA™ and Team Strength Index™ may analyze capability coverage, past-performance relevance, relationship strength, role fit, certifications, availability, workshare assumptions, gaps, and other factors. The output is a comparative decision-support framework, not a legal or procurement conclusion.

Users must independently validate all team-member data, the governing solicitation, applicable small-business rules, subcontracting restrictions, joint-venture requirements, and performance obligations.

10.2 Workshare.

Any workshare estimate, recommended role allocation, prime/subcontractor recommendation, or team-composition suggestion generated by PrimeMatch AI is preliminary. Users are responsible for determining legally permissible, operationally feasible, contractually enforceable, and economically appropriate workshare.

No PrimeMatch AI output creates a teaming agreement, subcontract, joint venture, fiduciary relationship, exclusivity obligation, agency relationship, or commitment to award work.

ARTICLE 11. PROCUREMENT INTEGRITY, SOURCE SELECTION INFORMATION, AND NONPUBLIC INFORMATION

11.1 Procurement Integrity.

Users shall not upload, request, solicit, transmit, use, or attempt to obtain contractor bid or proposal information, source selection information, or other procurement-sensitive information in violation of applicable law, including procurement-integrity restrictions.

Users shall not use PrimeMatch AI to induce a government employee, former official, contractor, evaluator, advisor, or other person to disclose nonpublic procurement information improperly.

11.2 Improperly Obtained Information.

If a user receives information that the user knows or reasonably should know may have been improperly disclosed, the user must stop using the information, preserve relevant evidence, restrict further dissemination, and seek appropriate legal or ethics guidance.

PrimeMatch AI may suspend access to content, preserve audit information, or take other reasonable action if it believes the Platform is being used to facilitate procurement-integrity violations or misuse of nonpublic information.

ARTICLE 12. ORGANIZATIONAL CONFLICTS OF INTEREST AND UNEQUAL ACCESS TO INFORMATION

12.1 OCI Responsibility.

PrimeMatch AI may assist users in organizing potential conflict indicators, relationship history, client overlap, opportunity history, and other information. PrimeMatch AI does not determine whether an organizational conflict of interest (“OCI”) exists or whether a mitigation plan is adequate.

Users remain responsible for identifying, evaluating, disclosing, avoiding, neutralizing, or mitigating actual or potential OCIs under applicable solicitation provisions, contract clauses, agency rules, and FAR Subpart 9.5 or other governing authority.

12.2 Unequal Access and Biased Ground Rules.

Users shall not use the Platform to exploit proprietary information, source selection information, or nonpublic government information obtained through another engagement in a manner that creates an unfair competitive advantage.

Organizations performing acquisition support, systems engineering, technical assistance, requirements development, evaluation support, or similar functions should establish role-based access, information barriers, and legal review appropriate to the risk.

ARTICLE 13. PROPOSAL INTELLIGENCE™, AI-GENERATED PROPOSAL ASSISTANCE, AND COMMUNICATIONS

13.1 Proposal Assistance.

Proposal Intelligence™ and Proposal DNA™ may generate, summarize, draft, reorganize, compare, or suggest proposal content, compliance matrices, win themes, outlines, questions, emails, teaming communications, executive summaries, past-performance descriptions, resumes, narratives, or other materials.

AI-generated proposal assistance may contain inaccuracies, unsupported statements, hallucinations, stale information, improper assumptions, or language that does not satisfy solicitation requirements. Users must review and validate all generated material before use.

13.2 No Fabrication.

Users shall not knowingly submit fabricated past performance, invented personnel credentials, false certifications, fictional customer references, unsupported technical claims, inaccurate pricing representations, or other materially false information generated or suggested by an AI system.

Where the Platform identifies gaps or proposes illustrative content, the user must replace placeholders and verify every material factual assertion.

13.3 AI-Generated Communications.

Users are responsible for all communications sent through or generated by PrimeMatch AI, including outreach to agencies, prime contractors, subcontractors, prospective partners, consultants, or Marketplace Providers. Users must review recipient, content, authority, confidentiality, and accuracy before transmission.

ARTICLE 14. ACCURACY, VALIDATION, AND INDEPENDENT REVIEW OF GOVERNMENT INFORMATION

14.1 Official Sources Control.

In the event of any inconsistency between PrimeMatch AI and an official solicitation, amendment, contract, task order, award document, agency notice, regulation, statute, official database, or contracting officer instruction, the authoritative government source controls.

Users should preserve authoritative copies of solicitations, amendments, submitted proposals, acknowledgments, agency communications, and relevant compliance records outside of any single decision-support system as appropriate to their retention requirements.

14.2 Data Provenance and Confidence.

PrimeMatch Confidence™ may help users understand relative information strength, but no confidence score eliminates the need for independent review. A high confidence value does not mean that the underlying information is legally sufficient, current, complete, or outcome-determinative.

Users shall consider data source, timestamp, source authority, completeness, amendment status, contextual ambiguity, and whether a qualified human reviewer has confirmed the information.

ARTICLE 15. CERTIFICATIONS, ATTESTATIONS, SIGNATURES, AND GOVERNMENT SUBMISSIONS

15.1 Human Authorization Required.

PrimeMatch AI shall not be treated as the certifying official for any representation, certification, disclosure, acknowledgment, proposal, invoice, claim, cost submission, ethics disclosure, responsibility statement, cybersecurity attestation, or other submission to a government entity.

Users must ensure that any individual making a certification or signature has actual authority and has reviewed the underlying facts.

15.2 No Automated Legal Attestations.

Customers shall not configure an AI Agent™, workflow, integration, or API to submit a material government representation or certification automatically unless the customer has implemented appropriate human authorization, validation, records, and controls and such automation is legally permissible.

PrimeMatch AI may impose technical restrictions on automated submission features where necessary to reduce legal, procurement, fraud, or security risk.

ARTICLE 16. CONTROLLED, SENSITIVE, CLASSIFIED, EXPORT-CONTROLLED, AND RESTRICTED INFORMATION

16.1 Classified Information Prohibited Unless Expressly Authorized.

Users must not upload, process, store, transmit, or expose classified national security information through PrimeMatch AI unless PrimeMatch AI has expressly agreed in writing to provide an authorized environment meeting all applicable facility, personnel, system, and accreditation requirements. The general commercial Platform is not represented as an authorized classified system.

Marking information as “confidential” or “proprietary” does not convert the Platform into an authorized classified environment.

16.2 CUI and Other Restricted Information.

Users shall not place CUI, covered defense information, export-controlled technical data, International Traffic in Arms Regulations (“ITAR”) data, Export Administration Regulations (“EAR”) controlled data, law-enforcement-sensitive information, protected health information, sensitive personnel records, or other Restricted Government Information into the Platform unless the applicable service environment and written agreement expressly authorize such processing.

Customers are responsible for identifying data categories before upload, honoring distribution statements and markings, applying least-privilege access, and determining whether cross-border access, subcontractors, cloud services, or AI model providers are permissible.

16.3 Data Segregation.

Multi-tenant architecture, logical separation, role-based permissions, and audit logging are security features; they do not independently establish that a particular environment satisfies contract-specific safeguarding obligations.

ARTICLE 17. FEDERAL CYBERSECURITY, CUI, NIST, DFARS, AND CMMC RESPONSIBILITIES

17.1 Customer Contract Obligations.

Government contractors and subcontractors are responsible for determining whether their contracts include FAR, DFARS, agency, NIST, CMMC, FedRAMP, FISMA, CUI, incident-reporting, supply-chain, cloud, or other cybersecurity requirements and whether use of PrimeMatch AI is permitted for the relevant information and workload.

PrimeMatch AI does not represent that the standard commercial Platform satisfies NIST SP 800-171, CMMC, FedRAMP, FISMA, DFARS 252.204-7012, or any other government security framework unless expressly stated in a current written representation signed by PrimeMatch AI.

17.2 Covered Defense Information.

Where DFARS 252.204-7012 or related requirements apply, users remain responsible for determining whether information constitutes covered defense information, whether it may be processed in the selected environment, and what incident reporting, preservation, flow-down, or subcontractor obligations apply.

Customers shall not rely on general marketing statements, security summaries, or standard contractual language as a substitute for a contract-specific cybersecurity assessment.

17.3 CMMC and Assessment Information.

Any CMMC status, NIST assessment score, cybersecurity certification, control assertion, or related information displayed about a user or partner must be independently validated by the relying party. PrimeMatch AI does not certify a contractor’s cybersecurity compliance or eligibility.

ARTICLE 18. RECORDS, AUDIT LOGS, EVIDENCE, AND RETENTION

18.1 Platform Logs.

PrimeMatch AI may maintain audit logs, access logs, workflow events, content history, model-interaction records, or other records for security, administration, dispute handling, product operation, legal compliance, and contractual purposes as described in applicable agreements and the Privacy Policy.

Audit logging does not guarantee reconstruction of every user action, decision, external system event, or government submission and is not a substitute for the customer’s official contract file.

18.2 Customer Records.

Users are responsible for retaining procurement records required by their contracts, policies, accounting systems, disclosure obligations, quality systems, ethics programs, cybersecurity plans, or applicable laws.

Customers should maintain records supporting material certifications, partner due diligence, workshare calculations, subcontracting decisions, cost or pricing representations, conflicts analyses, and proposal approvals when such records may be relevant.

ARTICLE 19. ETHICS, FALSE STATEMENTS, FRAUD, KICKBACKS, AND IMPROPER CONDUCT

19.1 Prohibited Misuse.

PrimeMatch AI shall not be used to facilitate false claims, false statements, fraudulent invoices, fabricated performance, kickbacks, bid rigging, collusive pricing, sham subcontracting, pass-through arrangements designed to evade performance requirements, falsified socioeconomic status, fraudulent certifications, or other unlawful conduct.

Users must not direct an AI Agent™ to conceal material facts, generate knowingly false narratives, alter records deceptively, impersonate authorized officials, or create evidence intended to mislead an agency, auditor, inspector general, contracting officer, evaluator, court, or other party.

19.2 Ethics Programs.

Where FAR 52.203-13 or another ethics clause applies, the contractor remains responsible for maintaining required codes, internal controls, training, disclosure procedures, and reporting mechanisms. PrimeMatch AI is not the customer’s ethics program.

ARTICLE 20. LOBBYING, POLITICAL ACTIVITY, GIFTS, GRATUITIES, AND CONTINGENT FEES

20.1 Government Contacts.

AI-generated communications intended for government personnel must be reviewed for accuracy, appropriateness, lobbying restrictions, procurement restrictions, agency communications rules, and any applicable cooling-off or post-government-employment restrictions.

PrimeMatch AI does not authorize any user to offer gifts, gratuities, compensation, employment, favors, travel, entertainment, or anything of value to influence procurement activity improperly.

20.2 Contingent Fees and Compensation.

Users are responsible for determining whether referral fees, commissions, success fees, contingent compensation, lobbying arrangements, business-development agreements, consultant compensation, or marketplace fees are permissible and appropriately disclosed under applicable procurement laws and contract terms.

ARTICLE 21. SUSPENSION, DEBARMENT, EXCLUSIONS, RESPONSIBILITY, AND INTEGRITY INDICATORS

21.1 Screening.

PrimeMatch AI may display exclusions, debarment-related information, responsibility indicators, public integrity records, litigation indicators, or other reputation signals. Such information may be incomplete, delayed, identity-matched incorrectly, or subject to later change.

Users must conduct independent exclusions and responsibility checks through authoritative sources when required by a solicitation, contract, law, internal policy, or risk assessment.

21.2 Trust Score™.

Trust Score™ may incorporate available signals but is not a formal responsibility determination, exclusion check, background investigation, legal conclusion, integrity certification, or government endorsement.

ARTICLE 22. MARKETPLACE PROVIDERS, SUBCONTRACTORS, CONSULTANTS, AND THIRD PARTIES

22.1 Independent Parties.

Marketplace Providers and users are independent parties. PrimeMatch AI does not become a prime contractor, subcontractor, joint-venture participant, employer, fiduciary, or guarantor merely by facilitating discovery, communications, transactions, or collaboration.

Each party is responsible for negotiating appropriate nondisclosure agreements, teaming agreements, subcontracts, consulting agreements, intellectual-property provisions, data-security terms, flow-down clauses, insurance requirements, payment terms, and dispute provisions.

22.2 Flow-Downs.

Prime contractors and higher-tier subcontractors are solely responsible for identifying and imposing mandatory flow-down clauses and restrictions. PrimeMatch AI does not determine which clauses must flow to a particular subcontractor, supplier, consultant, or cloud service.

ARTICLE 23. WHITE-LABEL PORTALS, ENTERPRISE ADMINISTRATION, AND MULTI-TENANT ENVIRONMENTS

23.1 White-Label Environments.

An enterprise customer may operate a white-label portal powered by PrimeMatch AI™. Unless expressly agreed otherwise, the enterprise customer remains responsible for its branding, user communications, organization-specific eligibility rules, marketplace rules, internal workflows, and representations made to portal users.

White-label presentation does not transfer ownership of PrimeMatch AI’s proprietary systems, scoring frameworks, models, analytical methods, APIs, or intelligence layers.

23.2 Organization Hierarchies.

Customers are responsible for configuring organization hierarchies and permissions to avoid unauthorized disclosure across affiliates, divisions, subsidiaries, teams, joint ventures, customers, or pursuits.

PrimeMatch AI may provide administrative tools and logs but does not determine whether a user’s access complies with a particular nondisclosure agreement, procurement restriction, OCI mitigation plan, fire-wall obligation, or internal policy.

ARTICLE 24. APIS, INTEGRATIONS, AI AGENTS™, AUTOMATION, AND EXTERNAL DATA SOURCES

24.1 External Sources.

PrimeMatch AI may connect to government databases, commercial databases, customer systems, public websites, third-party APIs, document repositories, CRM systems, collaboration systems, or other services. External sources remain subject to their own availability, accuracy, terms, licenses, restrictions, and change cycles.

PrimeMatch AI is not responsible for an external source’s decision to modify, restrict, discontinue, delay, or correct information.

24.2 AI Agents™ and Automation.

AI Agents™ may automate research, organization, drafting, alerts, workflows, and other tasks within configured permissions. AI Agents™ are not legal persons and do not possess independent authority to bind a customer unless a human authorized by the customer expressly takes the legally operative action.

Customers must establish approval gates for high-impact actions, including proposal submission, pricing commitments, teaming commitments, certifications, government communications, contract modifications, invoicing, and disclosures.

ARTICLE 25. GOVERNMENT RIGHTS, PUBLIC RECORDS, FOIA, AND GOVERNMENT DATA REQUESTS

25.1 Government Disclosure Risk.

Materials submitted to a government entity may become subject to public-records laws, Freedom of Information Act requests, litigation discovery, inspector-general review, audit, congressional inquiry, or other disclosure mechanisms, subject to applicable exemptions and protections.

Users are responsible for appropriately marking confidential, proprietary, trade-secret, or protected information and for understanding that markings do not guarantee nondisclosure.

25.2 Requests Directed to PrimeMatch AI.

PrimeMatch AI may respond to subpoenas, lawful government requests, warrants, court orders, regulatory demands, or other compulsory process as permitted or required by law and as further described in the Privacy Policy and applicable agreements.

Where legally permitted and contractually appropriate, PrimeMatch AI may notify the affected customer before disclosure.

ARTICLE 26. INTELLECTUAL PROPERTY AND PROPRIETARY METHODOLOGIES

26.1 PrimeMatch AI Ownership.

PrimeMatch AI and its licensors retain all right, title, and interest in and to PrimeMatch AI™, PrimeMatch Confidence™, Organization DNA™, Opportunity DNA™, Team DNA™, Relationship DNA™, Proposal DNA™, Growth DNA™, Trust Score™, Team Strength Index™, PrimeMatch Intelligence™, Partner Intelligence™, Opportunity Intelligence™, Proposal Intelligence™, Executive Intelligence™, Marketplace Intelligence™, Enterprise Intelligence™, AI Agent™, Intelligence Engine™, Semantic Matching Engine™, Knowledge Graph™, Learning Engine™, and all related software, models, logic, taxonomies, prompts, methodologies, designs, documentation, interfaces, improvements, derivative works, trademarks, trade secrets, and other intellectual property.

No access to a government-contracting feature grants a user ownership of the underlying scoring methodology, model weights, algorithms, source code, training methods, system prompts, orchestration logic, or proprietary data structures.

26.2 Customer Materials.

Ownership of Customer Data and customer-created proposal materials is governed by the Master Terms, applicable Order Form, enterprise agreement, and Privacy Policy. PrimeMatch AI does not claim ownership of a customer’s independently developed proposal solely because the customer used the Platform to assist with drafting or analysis.

ARTICLE 27. DISCLAIMERS; NO GOVERNMENT ENDORSEMENT; NO OUTCOME GUARANTEES

27.1 Government Disclaimer.

PrimeMatch AI is not the official source of federal procurement information and is not endorsed by SAM.gov, GSA, SBA, DoD, any military department, any federal civilian agency, or any state or local government unless a specific written agreement states otherwise.

References to agencies, contract vehicles, programs, certifications, standards, FAR clauses, DFARS clauses, or regulations are for informational purposes and do not imply sponsorship or endorsement.

27.2 No Professional Advice.

PrimeMatch AI does not provide legal advice, accounting advice, audit opinions, tax advice, certified cost or pricing advice, cybersecurity certification, security-clearance determinations, surety advice, insurance advice, or formal government-contract compliance opinions.

Users should consult qualified counsel, accountants, cybersecurity professionals, export-control professionals, proposal professionals, contracting specialists, or other advisors where the circumstances warrant.

27.3 No Guaranteed Outcomes.

Without limiting other disclaimers, PrimeMatch AI does not guarantee contract awards, proposal success, business growth, profitability, successful partnerships, legal compliance, licensing, insurance, financial stability, vendor performance, marketplace quality, partner honesty, compatibility, or future outcomes.

ARTICLE 28. INDEMNIFICATION, LIMITATION OF LIABILITY, AND ALLOCATION OF RISK

28.1 User Indemnification.

To the maximum extent permitted by law and subject to the governing PrimeMatch AI agreement, the customer shall defend, indemnify, and hold harmless PrimeMatch AI, its affiliates, licensors, officers, directors, employees, and agents from third-party claims, investigations, penalties, damages, liabilities, costs, and reasonable attorneys’ fees arising from or relating to the customer’s Government Contracting Information, proposal submissions, certifications, representations, teaming conduct, marketplace transactions, misuse of Restricted Government Information, procurement-integrity violations, unlawful automation, infringement caused by customer materials, or violation of applicable law or contract.

This provision does not require indemnification to the extent prohibited by applicable public-sector law or expressly modified in a signed government addendum.

28.2 Limitation of Liability.

Any limitation of liability, exclusion of consequential damages, warranty disclaimer, claim limitation period, and allocation of risk set forth in the Master Terms of Service or negotiated enterprise agreement applies to this Policy. If a separate signed agreement contains a different liability regime, that regime controls for the applicable customer.

Users acknowledge that government-contracting decisions can involve substantial financial, regulatory, reputational, and performance consequences and that PrimeMatch AI prices the Platform in reliance on the contractual allocation of risk.

ARTICLE 29. ENFORCEMENT, SUSPENSION, INVESTIGATIONS, AND COOPERATION

29.1 Enforcement.

PrimeMatch AI may investigate suspected violations of this Policy and may restrict functionality, quarantine content, suspend integrations, disable automation, preserve logs, suspend accounts, or terminate access as authorized by the applicable agreement where reasonably necessary to protect users, PrimeMatch AI, government interests, or third parties.

PrimeMatch AI may take immediate action where it reasonably believes the Platform is being used to process prohibited classified information, facilitate fraud, misuse source selection information, violate sanctions, compromise security, or create material legal risk.

29.2 Cooperation.

Customers shall reasonably cooperate with investigations of security incidents, misuse, government inquiries, or contractual compliance matters involving their accounts, subject to applicable privilege, legal restrictions, and negotiated rights.

PrimeMatch AI’s investigation is not a substitute for a customer’s mandatory disclosure, cyber-incident reporting, contracting-officer notification, legal reporting, ethics reporting, or other obligations.

ARTICLE 30. GOVERNING LAW, DISPUTE RESOLUTION, PUBLIC-SECTOR EXCEPTIONS, AND SURVIVAL

30.1 Governing Law.

This Policy is governed by the governing-law provision in the applicable Master Terms, Order Form, enterprise agreement, public-sector addendum, or other signed agreement. If no such provision applies, the governing law shall be [INSERT STATE/JURISDICTION AFTER COUNSEL REVIEW], without regard to conflict-of-law principles.

30.2 Arbitration and Venue.

Any arbitration, forum, jury-trial waiver, class-action waiver, venue provision, or dispute-resolution procedure contained in the applicable PrimeMatch AI agreement is incorporated into this Policy. Public-sector customers that cannot lawfully agree to arbitration or specified venue must execute an approved government addendum before use where required.

30.3 Survival.

Provisions concerning intellectual property, confidentiality, restricted information, government records, disclaimers, indemnification, limitations of liability, dispute resolution, audit records, and any other provisions that by their nature should survive will survive suspension, expiration, or termination to the extent permitted by law.

30.4 Changes.

PrimeMatch AI may update this Policy prospectively to reflect changes in law, regulation, Platform functionality, AI governance, government-contracting requirements, security practices, or business operations, subject to the notice and amendment provisions of the applicable agreement.

APPENDIX A. GOVERNMENT CONTRACTING USER VALIDATION CHECKLIST

Before materially relying on a PrimeMatch AI™ output for a government-contracting action, the responsible user should confirm, as applicable:

• Official solicitation, amendment, due date, submission instructions, and authoritative agency source have been reviewed.

• SAM.gov registration, UEI, CAGE, representations, certifications, exclusions, and points of contact have been independently verified where relevant.

• NAICS code, size standard, socioeconomic eligibility, set-aside conditions, affiliation issues, and recertification obligations have been reviewed.

• Proposed prime/subcontractor/JV structure, workshare, limitations on subcontracting, similarly situated entity rules, and mandatory flow-downs have been reviewed.

• Potential organizational conflicts of interest, unequal-access risks, procurement-integrity concerns, and confidentiality restrictions have been evaluated.

• All proposal facts, resumes, past performance, references, certifications, pricing assumptions, and AI-generated language have been independently validated.

• Restricted Government Information has been identified and is being handled only in an expressly authorized environment.

• Any required cybersecurity, NIST, DFARS, CMMC, incident-reporting, export-control, or agency-specific obligations have been evaluated.

• A human with actual authority has approved all material certifications, signatures, submissions, commitments, teaming obligations, pricing commitments, and government communications.

• Records sufficient to support material decisions, certifications, and due diligence have been retained according to applicable requirements.

APPENDIX B. RESTRICTED INFORMATION HANDLING MATRIX

APPENDIX C. PRIMEMATCH AI™ GOVERNMENT CONTRACTING AI OUTPUT NOTICE

PrimeMatch AI™ uses proprietary analytical and AI technologies, which may include PrimeMatch Confidence™, Organization DNA™, Opportunity DNA™, Team DNA™, Relationship DNA™, Proposal DNA™, Growth DNA™, Trust Score™, Team Strength Index™, PrimeMatch Intelligence™, Partner Intelligence™, Opportunity Intelligence™, Proposal Intelligence™, Executive Intelligence™, Marketplace Intelligence™, Enterprise Intelligence™, AI Agent™, Intelligence Engine™, Semantic Matching Engine™, Knowledge Graph™, and Learning Engine™. These technologies may generate recommendations, rankings, summaries, confidence values, partner suggestions, opportunity suggestions, forecasts, draft communications, proposal assistance, risk indicators, and other outputs. All such outputs are informational decision-support only. They do not constitute legal advice, procurement advice, an eligibility determination, a responsibility determination, a certification, a source-selection decision, a government endorsement, or a guarantee of any outcome. The user remains solely responsible for all business, procurement, legal, financial, staffing, compliance, proposal, teaming, and contracting decisions and must independently validate material information before acting.

APPENDIX D. REGULATORY REFERENCE FRAMEWORK

The following authorities are included as a non-exhaustive reference framework for counsel and compliance teams. Applicability depends on the specific procurement, agency, contract type, customer status, information type, and clause set. PrimeMatch AI does not represent that this list is exhaustive.

• Federal Acquisition Regulation (“FAR”), including FAR Subpart 3.104 (Procurement Integrity), FAR Subpart 4.11 (System for Award Management), FAR Subpart 4.12 (Representations and Certifications), FAR Subpart 9.5 (Organizational and Consultant Conflicts of Interest), and applicable Part 19 small-business provisions.

• FAR 52.204-7 (System for Award Management), FAR 52.219-14 (Limitations on Subcontracting), FAR 52.203-13 (Contractor Code of Business Ethics and Conduct), and other solicitation- or contract-specific clauses as applicable.

• Defense Federal Acquisition Regulation Supplement (“DFARS”) Subpart 204.73 and DFARS 252.204-7012, together with related NIST assessment and cybersecurity provisions where incorporated.

• Small Business Administration regulations, including applicable size, affiliation, joint-venture, mentor-protégé, socioeconomic-program, and subcontracting rules.

• Procurement Integrity Act, False Claims Act, Anti-Kickback Act, Byrd Amendment / lobbying restrictions, organizational-conflict rules, ethics restrictions, suspension and debarment rules, export controls, sanctions requirements, privacy laws, records requirements, and agency supplements, as applicable.

• [COUNSEL TO CONFIRM CURRENT CITATIONS, CUSTOMER-SPECIFIC CLAUSES, STATE/LOCAL PROCUREMENT AUTHORITIES, AND ANY REQUIRED PUBLIC-SECTOR ADDENDA BEFORE PUBLICATION.]

ATTORNEY REVIEW NOTICE: This document is a production-quality first draft prepared for legal review. Before publication or contractual use, qualified counsel should confirm the PrimeMatch AI legal entity, governing law, dispute provisions, public-sector exceptions, actual security certifications, permitted data categories, subprocessors, government-customer terms, and jurisdiction-specific requirements.