kozue13/Contracts · Datasets at Hugging Face

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20.
RELATIONSHIP OF THE PARTIES

The relationship of the parties to this Agreement is that of a prime
contractor and a subcontractor, and nothing herein shall be deemed or construed
to create a joint venture, partnership or agency relationship between the
parties for any purpose.
It is further understood that each party is an
independent contractor and as such shall have no authority to bind or commit the
other.
SELLER is expressly prohibited from communicating with Government
personnel with respect to any aspect of the Project under this Agreement without
the prior consent of the BUYER, or as otherwise agreed by the parties.
Any
authorized communications between SELLER's personnel and Government personnel
shall be conducted in the presence of the BUYER's Project Manager or other
authorized representative unless otherwise agreed by the parties.
21.
INDEMNIFICATION

The employees of SELLER and the BUYER engaged in performance under this
Agreement shall at all times be deemed to be performing as independent
contractors and not as agents or employees of the other and the acts and
omission of such employees shall be deemed to be those of their respective
employers.
SELLER shall indemnify and hold harmless the BUYER and its employees
from and against any and all losses, claims, demands, judgments, costs, and
expenses, of every nature and kind, arising out of or incidental to, or in any
way resulting from the acts or omission of SELLER or SELLER's employees while
acting within the scope of their employment.
22.
LIMITATION OF OBLIGATION

Nothing contained herein shall be deemed as obligating the BUYER to
order any of the services described herein; however, when and if services are
ordered by BUYER hereunder, such orders shall be subject to the terms and
conditions of this Agreement.
23.
RELEASE OF NEWS INFORMATION

In the event the SELLER desires to issue a news release, public
announcement, advertisement, or other form of publicity concerning their efforts
in connection with this Agreement, then the SELLER, shall obtain the written
approval of the BUYER prior to the release of said information and shall give
full consideration to the role and contribution of the BUYER.
Written approval
shall not be unreasonably withheld by BUYER and shall be in accordance with the
requirements of the Prime Contract.
24.
NON-WAIVER OF RIGHTS


12
<PAGE>

The failure of BUYER to insist upon strict performance of the terms and
conditions of this Agreement or to exercise any rights or remedies, shall not be
construed as a waiver of its rights to assert any of same rights or to rely on
any such terms or conditions at any time thereafter.
25.
REPRESENTATIONS AND CERTIFICATIONS

All representations and certifications which have been submitted to the
BUYER in connection with the award of this Agreement are incorporated herein and
made a part hereof and such have been relied upon by the BUYER in issuing this
Agreement.
SELLER agrees to promptly advise the BUYER should there be any change
in status with respect to the matters covered by such representations and
certifications.
26.
ETHICAL CONDUCT

SELLER agrees not to engage in any association, activity, work or
undertaking which constitutes an unethical action, business operation or conduct
in the furtherance of SELLER's production, distribution, marketing and sale of
the products and services covered by this Agreement.
SELLER shall promptly
notify BUYER in writing, in the event (i) SELLER, SELLER's parent company or any
company affiliated with SELLER or its parent company is debarred, suspended,
proposed for debarment or suspension, or otherwise excluded from federal
procurement and nonprocurement programs (ii) operation of segregated facilities,
(iii) use of gratuities, kickback arrangements or bribes with federal agencies
or officials or (iv) noncompliance with federal laws, executive orders, judicial
orders or federal regulations concerning affirmative action or equal employment
opportunity.
27.
SEVERABILITY

If any term or provision of this Agreement shall be found by a court of
competent jurisdiction to be illegal or otherwise unenforceable, the same shall
not invalidate the whole of this Agreement, but such term or provision shall be
deemed modified to the extent necessary in the court's opinion to render such
term or provision enforceable, and the rights and obligations of the parties
shall be construed and enforced accordingly, preserving to the fullest
permissible extent the intent and agreements of the parties herein set forth.
28.
APPLICABLE STATE LAW

This Agreement shall be deemed to have been entered into in the

20.

RELATIONSHIP OF THE PARTIES

The relationship of the parties to this Agreement is that of a prime

contractor and a subcontractor, and nothing herein shall be deemed or construed

to create a joint venture, partnership or agency relationship between the

parties for any purpose.

It is further understood that each party is an

independent contractor and as such shall have no authority to bind or commit the

other.

SELLER is expressly prohibited from communicating with Government

personnel with respect to any aspect of the Project under this Agreement without

the prior consent of the BUYER, or as otherwise agreed by the parties.

Any

authorized communications between SELLER's personnel and Government personnel

shall be conducted in the presence of the BUYER's Project Manager or other

authorized representative unless otherwise agreed by the parties.

21.

INDEMNIFICATION

The employees of SELLER and the BUYER engaged in performance under this

Agreement shall at all times be deemed to be performing as independent

contractors and not as agents or employees of the other and the acts and

omission of such employees shall be deemed to be those of their respective

employers.

SELLER shall indemnify and hold harmless the BUYER and its employees

from and against any and all losses, claims, demands, judgments, costs, and

expenses, of every nature and kind, arising out of or incidental to, or in any

way resulting from the acts or omission of SELLER or SELLER's employees while

acting within the scope of their employment.

22.

LIMITATION OF OBLIGATION

Nothing contained herein shall be deemed as obligating the BUYER to

order any of the services described herein; however, when and if services are

ordered by BUYER hereunder, such orders shall be subject to the terms and

conditions of this Agreement.

23.

RELEASE OF NEWS INFORMATION

In the event the SELLER desires to issue a news release, public

announcement, advertisement, or other form of publicity concerning their efforts

in connection with this Agreement, then the SELLER, shall obtain the written

approval of the BUYER prior to the release of said information and shall give

full consideration to the role and contribution of the BUYER.

Written approval

shall not be unreasonably withheld by BUYER and shall be in accordance with the

requirements of the Prime Contract.

24.

NON-WAIVER OF RIGHTS

12

<PAGE>

The failure of BUYER to insist upon strict performance of the terms and

conditions of this Agreement or to exercise any rights or remedies, shall not be

construed as a waiver of its rights to assert any of same rights or to rely on

any such terms or conditions at any time thereafter.

25.

REPRESENTATIONS AND CERTIFICATIONS

All representations and certifications which have been submitted to the

BUYER in connection with the award of this Agreement are incorporated herein and

made a part hereof and such have been relied upon by the BUYER in issuing this

Agreement.

SELLER agrees to promptly advise the BUYER should there be any change

in status with respect to the matters covered by such representations and

certifications.

26.

ETHICAL CONDUCT

SELLER agrees not to engage in any association, activity, work or

undertaking which constitutes an unethical action, business operation or conduct

in the furtherance of SELLER's production, distribution, marketing and sale of

the products and services covered by this Agreement.

SELLER shall promptly

notify BUYER in writing, in the event (i) SELLER, SELLER's parent company or any

company affiliated with SELLER or its parent company is debarred, suspended,

proposed for debarment or suspension, or otherwise excluded from federal

procurement and nonprocurement programs (ii) operation of segregated facilities,

(iii) use of gratuities, kickback arrangements or bribes with federal agencies

or officials or (iv) noncompliance with federal laws, executive orders, judicial

orders or federal regulations concerning affirmative action or equal employment

opportunity.

27.

SEVERABILITY

If any term or provision of this Agreement shall be found by a court of

competent jurisdiction to be illegal or otherwise unenforceable, the same shall

not invalidate the whole of this Agreement, but such term or provision shall be

deemed modified to the extent necessary in the court's opinion to render such

term or provision enforceable, and the rights and obligations of the parties

shall be construed and enforced accordingly, preserving to the fullest

permissible extent the intent and agreements of the parties herein set forth.

28.

APPLICABLE STATE LAW

This Agreement shall be deemed to have been entered into in the