kozue13/Contracts · Datasets at Hugging Face

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acceptance of all CLIN's hereunder shall take place at the Government
installation site.
The installation site location shall be set forth in
individual Purchase Orders.
5.0 ASSIGNMENT

SELLER may assign it's rights to be paid amounts due as a result of
performance under this contract, to a bank, trust company or other financing
institution, including any Federal lending agency in accordance with the
Assignment of Claims Act (31 U.S.C.
3727)

6.0 CHANGES

Changes in the terms and condition of this Agreement may be made only
by written agreement of the parties hereto.
7.0 DISPUTES INVOLVING THE GOVERNMENT

This Agreement is subject to the Contract Disputes Act of 1978, as
amended (41 U.S.C.
601-613).
Failure of the parties to reach agreement on any
request for equitable adjustment, claim, appeal or action arising under or
relating to this Agreement shall be a dispute to be resolved in accordance with
the clause at FAR 52.233-1 Disputes, which is incorporated herein by reference.
SELLER shall proceed diligently with performance of this Agreement, pending
final resolution of any dispute arising under this Agreement.
5
<PAGE>

Any decision on appeal, or any other decision of the Government under the Prime
Contract which cannot be appealed under the "Disputes" clause of the Prime
Contract, if binding on the BUYER shall also bind the SELLER to the extent that
it relates to this Agreement, provided the BUYER shall have promptly notified
the SELLER of such decision and, if requested by SELLER, shall have brought suit
or filed claim, as appropriate against the Government.
A final judgment in any
such suit or final disposition of such claim shall be conclusive upon the BUYER
and the SELLER.
For any action brought by the BUYER on behalf of the SELLER pursuant to this
clause, the SELLER agrees to indemnify and hold the BUYER harmless from all
costs and expenses incurred by the BUYER in prosecuting any such appeal
initiated by the BUYER at the Seller's request.
All costs and expenses incurred
by the BUYER shall be paid by the SELLER and shall not be reimbursed or
compensable as a cost under the Agreement, unless recovered by the BUYER under
the Prime Contract or as part of an award of damages to the BUYER based on such
a claim.
8.0 BINDING ARBITRATION

Any dispute or controversy between the BUYER and SELLER which concerns
only the BUYER and the SELLER or which does not involve a final decision of the
Government Contracting Officer, and which cannot be resolved by mutual agreement
of the parties hereto, shall be settled by arbitration in accordance with the
commercial rules then in effect of the American Arbitration Association.
The
place of such arbitration shall be Washington, D.C. Each party shall select one
arbitrator and the two arbitrators so selected shall select the third
arbitrator.
The arbitrators shall be knowledgeable in Government procurement
matters related to the types of supplies and services provided pursuant to this
Agreement.
The arbitration decision and award shall be binding on the parties,
and judgment thereon may be entered in any court of competent jurisdiction.
9.0 DELAYS

SELLER shall be liable for default unless nonperformance is caused by
an occurrence beyond the reasonable control of the SELLER and without its fault
or negligence.
SELLER shall notify the BUYER in writing as soon as it is
reasonably possible after the commencement of any excusable delay, setting forth
the full particulars in connection therewith, shall remedy such occurrence with
all reasonable dispatch, and shall promptly give written notice to the BUYER of
the cessation of such occurrence.
10.
DEFAULT

If either party hereto fails to perform an obligation under this
Agreement, the other party, may issue a default termination letter to the party
in default of an obligation under this Agreement to cure the default condition.
If the default condition is not remedied within ten (10) calendar days from the
day of receipt of such letter, the issuer of the default termination letter may
the without the necessity of any further notice, discontinue performance and
terminate this Agreement for default and pursue any other remedies available at
law or in equity.
Any failure to exercise rights under this Article shall not
constitute a waiver of any past, present or future right or remedy.
11.
NOTICES

All correspondence or notifications required under this Agreement shall
be addressed as follows:

UNISYS Corporation Celerity Systems, Inc.


6
<PAGE>

Attention: Dennis A. Chaloux

acceptance of all CLIN's hereunder shall take place at the Government

installation site.

The installation site location shall be set forth in

individual Purchase Orders.

5.0 ASSIGNMENT

SELLER may assign it's rights to be paid amounts due as a result of

performance under this contract, to a bank, trust company or other financing

institution, including any Federal lending agency in accordance with the

Assignment of Claims Act (31 U.S.C.

3727)

6.0 CHANGES

Changes in the terms and condition of this Agreement may be made only

by written agreement of the parties hereto.

7.0 DISPUTES INVOLVING THE GOVERNMENT

This Agreement is subject to the Contract Disputes Act of 1978, as

amended (41 U.S.C.

601-613).

Failure of the parties to reach agreement on any

request for equitable adjustment, claim, appeal or action arising under or

relating to this Agreement shall be a dispute to be resolved in accordance with

the clause at FAR 52.233-1 Disputes, which is incorporated herein by reference.

SELLER shall proceed diligently with performance of this Agreement, pending

final resolution of any dispute arising under this Agreement.

5

<PAGE>

Any decision on appeal, or any other decision of the Government under the Prime

Contract which cannot be appealed under the "Disputes" clause of the Prime

Contract, if binding on the BUYER shall also bind the SELLER to the extent that

it relates to this Agreement, provided the BUYER shall have promptly notified

the SELLER of such decision and, if requested by SELLER, shall have brought suit

or filed claim, as appropriate against the Government.

A final judgment in any

such suit or final disposition of such claim shall be conclusive upon the BUYER

and the SELLER.

For any action brought by the BUYER on behalf of the SELLER pursuant to this

clause, the SELLER agrees to indemnify and hold the BUYER harmless from all

costs and expenses incurred by the BUYER in prosecuting any such appeal

initiated by the BUYER at the Seller's request.

All costs and expenses incurred

by the BUYER shall be paid by the SELLER and shall not be reimbursed or

compensable as a cost under the Agreement, unless recovered by the BUYER under

the Prime Contract or as part of an award of damages to the BUYER based on such

a claim.

8.0 BINDING ARBITRATION

Any dispute or controversy between the BUYER and SELLER which concerns

only the BUYER and the SELLER or which does not involve a final decision of the

Government Contracting Officer, and which cannot be resolved by mutual agreement

of the parties hereto, shall be settled by arbitration in accordance with the

commercial rules then in effect of the American Arbitration Association.

The

place of such arbitration shall be Washington, D.C. Each party shall select one

arbitrator and the two arbitrators so selected shall select the third

arbitrator.

The arbitrators shall be knowledgeable in Government procurement

matters related to the types of supplies and services provided pursuant to this

Agreement.

The arbitration decision and award shall be binding on the parties,

and judgment thereon may be entered in any court of competent jurisdiction.

9.0 DELAYS

SELLER shall be liable for default unless nonperformance is caused by

an occurrence beyond the reasonable control of the SELLER and without its fault

or negligence.

SELLER shall notify the BUYER in writing as soon as it is

reasonably possible after the commencement of any excusable delay, setting forth

the full particulars in connection therewith, shall remedy such occurrence with

all reasonable dispatch, and shall promptly give written notice to the BUYER of

the cessation of such occurrence.

10.

DEFAULT

If either party hereto fails to perform an obligation under this

Agreement, the other party, may issue a default termination letter to the party

in default of an obligation under this Agreement to cure the default condition.

If the default condition is not remedied within ten (10) calendar days from the

day of receipt of such letter, the issuer of the default termination letter may

the without the necessity of any further notice, discontinue performance and

terminate this Agreement for default and pursue any other remedies available at

law or in equity.

Any failure to exercise rights under this Article shall not

constitute a waiver of any past, present or future right or remedy.

11.

NOTICES

All correspondence or notifications required under this Agreement shall

be addressed as follows:

UNISYS Corporation Celerity Systems, Inc.

6

<PAGE>

Attention: Dennis A. Chaloux