kozue13/Contracts · Datasets at Hugging Face

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8008 Westpark Drive, Mail Stop W5A12
McLean, Virginia 22102
Phone: (703) 556-5578 Fax: (703) 556-5283

Attention: Bill Chambers
9051 Executive Park Drive, Suite 400
Knoxville, Tennessee 37923
Phone: (423) 539-5300 Fax: (423) 539-5390

12.
INVOICES/PAYMENTS

SELLER shall submit an original invoice and two (2) copies to:

UNISYS Corporation
Attention: Frederick W. Garner III
8008 Westpark Drive, Mail Stop W5F39
McLean, Virginia 22102

SELLER's invoice must include:

(l) Name and address of the SELLER,

(2) Invoice Date

(3) Prime Contract Number, contract line item number and purchase
order number

(4) Description, quantity, unit of measure, unit price and extended
price of the items delivered.
(5) Shipping number and date of shipment including the bill of lading
number and weight of shipment.
Shipping charges shall be itemized
separately.
(6) Terms of any prompt payment discount if offered.
(7) Name and address of official to whom payment is to be sent; and

(8) Name, title and phone number of person to be notified in event of
defective invoice.
SELLER shall submit invoices for payment for the Products and Services
accepted under this Agreement.
Invoices for Products and Services may be
submitted after the date of delivery of such Products and/or Services to the
F.O.B.
destination site.
Upon receipt of a proper invoice, BUYER agrees to pay
SELLER for accepted Products and Services net forty-five (45) days.
13.
PATENT INDEMNITY

SELLER agrees to indemnify BUYER, the United States Government and
their respective officers, employees and agents against liability, including
costs, for actual or alleged direct or contributory infringement of, or
inducement to infringe, any United States or foreign patent, trademark or
copyright, arising out of performance under this Agreement.
14.
RISK OF LOSS

Unless the Agreement specifically provides otherwise, risk of loss of
damage to the supplies


7
<PAGE>

provided hereunder shall remain with the SELLER until, and shall pass to the
BUYER upon; (1) delivery of the supplies to a carrier, if transportation is
f.o.b.
origin; or (2) delivery of the supplies to the BUYER at the destination
specified in the Purchase Order, if transportation is f.o.b.
destination.
15.
TERMINATION

(a ) Insolvency Termination - Unless otherwise waived by BUYER in writing, this
Agreement shall automatically terminate if SELLER(i) becomes insolvent, (ii)
suffers the appointment of receiver or trustee to manage its business
operations, (iii) attempts an assignment or transfer of this Agreement or any
rights conferred under this Agreement without BUYER's consent, (iv) commences
any bankruptcy, reorganization or liquidation action or (v) admits in writing
that it is unable to perform its obligations under this Agreement.
(b ) Government Contract Termination - In the event the Government Agency (i)
terminates the Government Contract, (ii) fails to renew or continue the
Government Contract, (iii) directs or requests that UNISYS remove or cease use
of Government Contract line items that are associated with the products and
services covered by this Agreement or (iv) restructures or changes the
requirements and/or substance of the Government Contract in a manner that serves
to either generally or specifically eliminate the requirement for the products
and services set forth in this Agreement, UNISYS may terminate this Agreement,
in whole or in part with written notice to SELLER.
In the event of any such
termination, UNISYS shall not be liable to SELLER beyond payment for products
and services ordered and received by UNISYS or the Government Agency, as
applicable, prior to the effective termination date.
(c.) Ethics Non-Compliance Termination - This Agreement may be terminated by
UNISYS with written notice if SELLER or an affiliated company is determined to
be in violation of federal law, executive order, judicial order or the ethical
provisions of Article 27 (Ethical Conduct) of this Agreement.
(d.) Termination Affects - Termination of this Agreement applies to business
arrangement between SELLER and BUYER whereby covered products and services may

8008 Westpark Drive, Mail Stop W5A12

McLean, Virginia 22102

Phone: (703) 556-5578 Fax: (703) 556-5283

Attention: Bill Chambers

9051 Executive Park Drive, Suite 400

Knoxville, Tennessee 37923

Phone: (423) 539-5300 Fax: (423) 539-5390

12.

INVOICES/PAYMENTS

SELLER shall submit an original invoice and two (2) copies to:

UNISYS Corporation

Attention: Frederick W. Garner III

8008 Westpark Drive, Mail Stop W5F39

McLean, Virginia 22102

SELLER's invoice must include:

(l) Name and address of the SELLER,

(2) Invoice Date

(3) Prime Contract Number, contract line item number and purchase

order number

(4) Description, quantity, unit of measure, unit price and extended

price of the items delivered.

(5) Shipping number and date of shipment including the bill of lading

number and weight of shipment.

Shipping charges shall be itemized

separately.

(6) Terms of any prompt payment discount if offered.

(7) Name and address of official to whom payment is to be sent; and

(8) Name, title and phone number of person to be notified in event of

defective invoice.

SELLER shall submit invoices for payment for the Products and Services

accepted under this Agreement.

Invoices for Products and Services may be

submitted after the date of delivery of such Products and/or Services to the

F.O.B.

destination site.

Upon receipt of a proper invoice, BUYER agrees to pay

SELLER for accepted Products and Services net forty-five (45) days.

13.

PATENT INDEMNITY

SELLER agrees to indemnify BUYER, the United States Government and

their respective officers, employees and agents against liability, including

costs, for actual or alleged direct or contributory infringement of, or

inducement to infringe, any United States or foreign patent, trademark or

copyright, arising out of performance under this Agreement.

14.

RISK OF LOSS

Unless the Agreement specifically provides otherwise, risk of loss of

damage to the supplies

7

<PAGE>

provided hereunder shall remain with the SELLER until, and shall pass to the

BUYER upon; (1) delivery of the supplies to a carrier, if transportation is

f.o.b.

origin; or (2) delivery of the supplies to the BUYER at the destination

specified in the Purchase Order, if transportation is f.o.b.

destination.

15.

TERMINATION

(a ) Insolvency Termination - Unless otherwise waived by BUYER in writing, this

Agreement shall automatically terminate if SELLER(i) becomes insolvent, (ii)

suffers the appointment of receiver or trustee to manage its business

operations, (iii) attempts an assignment or transfer of this Agreement or any

rights conferred under this Agreement without BUYER's consent, (iv) commences

any bankruptcy, reorganization or liquidation action or (v) admits in writing

that it is unable to perform its obligations under this Agreement.

(b ) Government Contract Termination - In the event the Government Agency (i)

terminates the Government Contract, (ii) fails to renew or continue the

Government Contract, (iii) directs or requests that UNISYS remove or cease use

of Government Contract line items that are associated with the products and

services covered by this Agreement or (iv) restructures or changes the

requirements and/or substance of the Government Contract in a manner that serves

to either generally or specifically eliminate the requirement for the products

and services set forth in this Agreement, UNISYS may terminate this Agreement,

in whole or in part with written notice to SELLER.

In the event of any such

termination, UNISYS shall not be liable to SELLER beyond payment for products

and services ordered and received by UNISYS or the Government Agency, as

applicable, prior to the effective termination date.

(c.) Ethics Non-Compliance Termination - This Agreement may be terminated by

UNISYS with written notice if SELLER or an affiliated company is determined to

be in violation of federal law, executive order, judicial order or the ethical

provisions of Article 27 (Ethical Conduct) of this Agreement.

(d.) Termination Affects - Termination of this Agreement applies to business

arrangement between SELLER and BUYER whereby covered products and services may