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Commonwealth of Virginia, United States of America, and shall for all purposes, |
be governed by and construed under the laws thereof regardless of where any |
court action or legal proceeding is brought in connection with this Agreement. |
29. |
ATTACHMENTS/EXHIBITS |
The exhibits and attachments referred to in this Agreement are |
incorporated by reference and made a part of this Agreement. |
This Agreement and |
the exhibits and attachments hereto set forth the entire agreement between the |
parties. |
Attachment A- Special Subcontract Flow-Down Provisions |
Attachment B - Representations and Certifications |
13 |
<PAGE> |
30. |
STATEMENT OF WORK |
SELLER shall provide the necessary personnel, material and facilities |
to deliver to the BUYER the supplies and services set forth in each Purchase |
Order. |
The individual Purchase Order(s) shall have a Statement of Work |
(Attachment C) which will give the SELLER guidance to the scope of work where |
support is being requested. |
SELLER services shall be ordered pursuant to |
Purchase Order(s) issued by the BUYER, and all such services shall be performed |
in accordance with the specific terms and conditions of each Purchase Order. |
A. |
Work will be performed under this Subcontract only in |
pursuance of written Purchase Orders approved by the BUYER's |
Subcontract Administrator. |
B. |
SELLER's proposed pricing shall be in accordance with |
Sections B, D, and G of this subcontract. |
The agreement of |
the parties as to the labor mix to be used and other |
allowable direct costs shall also be incorporated into the |
Purchase Order. |
C. If the SELLER disputes the Purchase Order as issued, it |
shall notify the BUYER's Subcontract Administrator in |
writing within five (5) working days. |
Notwithstanding this |
notification, me SELLER shall commence work, without delay, |
to provide the services and deliverables as ordered. |
31. |
COMPLETE AGREEMENT |
This Agreement contains the entire agreement between the parties hereto |
with respect to the matters covered herein. |
No other agreements, |
representations, warranties or other matters, oral or written, shall be deemed |
to bind the parties hereto with respect to the subject matter hereof. |
Any |
changes or amendments to this Agreement may be made only in writing and signed |
by the parties to be bound thereby. |
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their |
officers "hereunto duly authorized as of the date first written above. |
UNISYS CORPORATION CELERITY SYSTEMS, INC. |
BY: BY: |
--------------------------------- ----------------------------- |
TYPED NAME: Dennis A. Chaloux TYPED NAME: William Chambers |
TITLE: Sr. Subcontract Administrator TITLE: Vice President |
Business Development |
DATE: DATE: |
------------------------------- --------------------------- |
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ATTACHMENT A |
H.1 ORDERING PROVISION |
The following ordering procedures shall apply to all Purchase Orders issued |
under any resultant Subcontract. |
Any supplies and/or services to be furnished |
under any resulting Subcontract will be ordered by issuance of a written |
Purchase Order. |
Purchase Orders shall be issued in accordance with the terms and |
conditions of the Subcontract Agreement. |
H.2 PROCUREMENT INTEGRITY - SPECIAL PROVISIONS ON EACH PURCHASE ORDER |
All Subcontractor personnel who will be personally and substantially involved in |
the performance of any Purchase Order issued under this contract which requires |
the Subcontractor to act on behalf of, or provide advice with respect to any |
phase of an agency procurement, as defined in FAR 3.104-4, shall execute and |
submit a "Employee/Contractor Non-Disclosure Agreement" Form (See Attachment in |
Section J). |
This is required prior to the commencement of any work on such |
Purchase Order and whenever replacement personnel are proposed under an ongoing |
Purchase Order. |