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20. |
Relationship of the Parties..........................................12 |
21. |
Indemnification |
22. |
Limitation of Obligation |
23. |
Release of News Information |
24. |
Non-Waiver Rights |
25. |
Representations and Certifications...................................13 |
26. |
Ethical Conduct |
27. |
Severability |
28. |
Applicable State Law |
29. |
Attachments/Exhibits |
30. |
Statement of Work |
31. |
Complete Agreement...................................................14 |
2 |
<PAGE> |
RECITALS |
This Agreement is entered into by and between Unisys Corporation, |
Federal Systems Division, a Delaware corporation, with its principal offices |
located at 8008 Westpark Drive, McLean, Virginia 22102 (hereinafter referred to |
as the "BUYER"), and Celerity Systems, Inc. (hereinafter referred to as the |
"SELLER") with offices located at 9051 Executive Park Drive, Suite 400, |
Knoxville, Tennessee 37923. |
WlTNESSETH THAT |
In consideration of mutual promises, covenants, and agreements herein |
set forth, the Parties agree that the SELLER shall furnish and deliver to the |
BUYER all of the supplies, and perform all of the services set forth herein, for |
the consideration stated therein. |
The rights and obligations of the Parties to |
this Agreement shall be subject to and governed by the terms of this Agreement |
and other documents or specifications attached hereto or Referenced herein. |
This Agreement shall not be varied in its terms or conditions by any |
oral Agreement or representation, or otherwise than by an instrument in writing, |
unless executed by both SELLER and BUYER. |
The section titles used herein are for convenience only and shall in no |
way be construed as part of this Subcontract or as an indication of the meaning |
of the particular section. |
1.0 SUPPLIES/SERVICES AND PRICES |
SELLER shall provide the necessary personnel and facilities to furnish |
the supplies/services as determined by or specified in individual Purchase |
Orders issued to the SELLER by the BUYER. |
All purchase orders shall be issued |
pursuant to and in accordance with this Agreement. |
Prices set forth in this |
Agreement include taxes, duties, similar charges and include shipping charges. |
All charges for deliveries to the Washington, D.C. Metropolitan Area are |
included in the item prices. |
Transportation charges for deliveries outside the |
Washington, D.C., Metropolitan Area will be negotiated on an individual Purchase |
Order basis. |
Unless otherwise provided in writing by the Subcontract Administrator, the costs |
of the following items or activities shall be unallowable as a direct cost: |
1. |
Special rearrangement or alteration of facilities |
2. |
Purchase or lease of any item of general purpose office furniture, |
office equipment or FIP equipment regardless of dollar value. |
(General |
purpose equipment is defined as any items of personal property which |
are usable for purposes other than research, such as office equipment |
and furnishings, pocket calculators, etc. |
); |
3. |
Travel to attend meetings unless specified in the purchase order |
issued by the Unisys Subcontract Administrator |
4. |
Capitalized nonexpendable equipment (defined as having an |
acquisition cost of $1,000 or more and a life expectancy of more than |
two years). |
3 |
<PAGE> |
5. |
Travel Costs unless specified in the specific Purchase Order. |
When |