{"id":42853,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/subcontract-agreement-celerity-systems-inc-and-unisys-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"subcontract-agreement-celerity-systems-inc-and-unisys-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/subcontract-agreement-celerity-systems-inc-and-unisys-corp.html","title":{"rendered":"Subcontract Agreement &#8211; Celerity Systems Inc. and Unisys Corp."},"content":{"rendered":"<pre>                      SUBCONTRACT AGREEMENT DATED 6\/26\/97\n\n\n                            Non-Disclosure Agreement\n\nThis Agreement is made between CELERITY SYSTEMS, INC., (\"CELERITY\") and UNISYS\nCorporation - Federal Systems Division. (\"UNISYS\") and concerns the handling,\nsafeguarding and exchange of sensitive, proprietary or confidential information\n(collectively \"Proprietary Information\"). It is agreed and understood that any\nexchange of such Proprietary Information is expressly for the sole purpose of\nCELERITY and UNISYS evaluating a possible business arrangement involving an\nexisting UNISYS contract with a federal government agency.\n\n1.   For the purposes hereof, Proprietary Information shall be any documents,\n     materials or information that (i) is in tangible form and clearly marked as\n     being proprietary, confidential or sensitive and (ii) is received by one\n     party to this Agreement (\"Recipient\") from the other party to this\n     Agreement (\"Transmitter\").\n\n2.   The Recipient agrees to safeguard, protect and handle all Proprietary\n     Information made available under this Agreement with the same degree of\n     care and procedures as Recipient applies to its own confidential or\n     proprietary information. Without the written consent of the Transmitter,\n     the Recipient of Proprietary Information agrees (i) not to disclose,\n     disseminate, reproduce or otherwise distribute such information and\n     materials to any third party, except a governmental judicial authority's\n     issued order and (ii) not to use such information for any other purposes\n     beyond that expressly set forth in this Agreement.\n\n3.   All Proprietary Information disclosed under this Agreement shall remain the\n     property of the Transmitter. It is agreed that the Recipient does not\n     obtain any title or license rights to the Proprietary Information furnished\n     under this Agreement.\n\n4.   All Proprietary Information exchanged under this Agreement shall be\n     returned or destroyed in accordance with written instructions upon the\n     earlier of a written request from the Transmitter or termination of this\n     Agreement. Either party may terminate this Agreement, at any time, by\n     providing written notice to the receiving party. Termination of this\n     Agreement shall not be construed as relieving the Recipient of its\n     obligations to safeguard, protect and dispose of the Proprietary\n     Information as set forth in this Agreement.\n\n5.   The Recipient's obligations to protect, safeguard and handle Proprietary\n     Information received hereunder shall not be binding if such Proprietary\n     Information (i) is in the public domain through no fault of the Recipient,\n     (ii) is known to the Recipient prior to disclosure hereunder, (iii) is\n     lawfully disclosed to Recipient by a third party. The Recipient's\n     obligations shall survive until the Proprietary Information has been\n     returned, destroyed in accordance with written instructions or covered by a\n     subsequent agreement between CELERITY and UNISYS for the contemplated\n     services.\n\nThis represents the entire agreement of the parties relative to the subject\nmatter and shall be governed and construed under the laws of the Commonwealth of\nVirginia.\n\nAccepted by:\n\nUNISYS Corporation                        CELERITY SYSTEMS, INC.\n\n\nBy: \/s\/ Dennis A. Chaloux                 By: \/s\/ William R. Chambers\n  ----------------------------------         ----------------------------\nName: Dennis A. Chaloux                   Name: William R. Chambers\n                                               --------------------------\nTitle: Sr. Subcontract Administrator      Title: Vice President\n                                                -------------------------\nDate: 6\/30\/97                             Date: 6\/26\/97\n\n\n                               SUBCONTRACT BETWEEN\n\n                               UNISYS CORPORATION\n                               8008 Westpark Drive\n                             McLean, Virginia 22102\n                                       AND\n                             CELERITY SYSTEMS, INC.\n                      9051 Executive Park Drive, Suite 400\n                           Knoxville, Tennessee 37923\n\nSUBCONTRACT NUMBER:                                      97-IW0324-CELERITY\n\nPRIME CONTRACT NUMBER:                                   263-96-D-0324\n\nPERIOD OF PERFORMANCE:                                   (Reference Section 2.0)\n\nSUBCONTRACT TYPE:                                        Firm-Fixed-Price (FFP)\n                                                         Time &amp; Material (T&amp;M)\n                                                         Purchase Orders\n\nSUBCONTRACT AMOUNT:                                      (Reference Section 1.0)\n\nPAYMENT TERMS:                                           Payment shall be made\n\n                                                         upon receipt of proper\n\n                                                         invoice, Net (30) days\n                                                         (Reference Section 13.)\n\nPRIORITY RATING:                                         N\/A\n\nSECURITY CLASSIFICATION:                                 None\n\nUNISYS SUBCONTRACT ADMINISTRATOR:                        Dennis A. Chaloux\n\n\n                                TABLE OF CONTENTS\n\nARTICLE                                                                     PAGE\n\n1.0      Supplies\/Services and Prices..........................................3\n2.0      Period of Performance.................................................5\n3.0      Packaging Labeling and Shipping.......................................5\n\n                           4.0 Inspection and Acceptance\n                           5.0 Assignment\n                           6.0 Changes\n                           7.0 Disputes Involving the Government\n\n8.0      Binding Arbitration...................................................6\n\n                           9.0      Delays\n                           10.      Default\n                           11.      Notices\n                           12.      Invoices\/Payments\n\n13.      Patent Indemnity......................................................7\n\n                           14.      Risk of Loss\n                           15.      Termination\n\n16.      Title.................................................................8\n\n                           17.      Warranty\n                           18.      Limitation of Liability\n                           19.      Compliance With Laws\n\n20.      Relationship of the Parties..........................................12\n\n                           21.      Indemnification\n                           22.      Limitation of Obligation\n                           23.      Release of News Information\n                           24.      Non-Waiver Rights\n\n25.      Representations and Certifications...................................13\n\n                           26.      Ethical Conduct\n                           27.      Severability\n                           28.      Applicable State Law\n                           29.      Attachments\/Exhibits\n                           30.      Statement of Work\n\n31.      Complete Agreement...................................................14\n\n\n                                       2\n\n\n                                    RECITALS\n\n         This Agreement is entered into by and between Unisys Corporation,\nFederal Systems Division, a Delaware corporation, with its principal offices\nlocated at 8008 Westpark Drive, McLean, Virginia 22102 (hereinafter referred to\nas the \"BUYER\"), and Celerity Systems, Inc. (hereinafter referred to as the\n\"SELLER\") with offices located at 9051 Executive Park Drive, Suite 400,\nKnoxville, Tennessee 37923.\n\n                                 WlTNESSETH THAT\n\n         In consideration of mutual promises, covenants, and agreements herein\nset forth, the Parties agree that the SELLER shall furnish and deliver to the\nBUYER all of the supplies, and perform all of the services set forth herein, for\nthe consideration stated therein. The rights and obligations of the Parties to\nthis Agreement shall be subject to and governed by the terms of this Agreement\nand other documents or specifications attached hereto or Referenced herein.\n\n         This Agreement shall not be varied in its terms or conditions by any\noral Agreement or representation, or otherwise than by an instrument in writing,\nunless executed by both SELLER and BUYER.\n\n         The section titles used herein are for convenience only and shall in no\nway be construed as part of this Subcontract or as an indication of the meaning\nof the particular section.\n\n1.0      SUPPLIES\/SERVICES AND PRICES\n\n         SELLER shall provide the necessary personnel and facilities to furnish\nthe supplies\/services as determined by or specified in individual Purchase\nOrders issued to the SELLER by the BUYER. All purchase orders shall be issued\npursuant to and in accordance with this Agreement. Prices set forth in this\nAgreement include taxes, duties, similar charges and include shipping charges.\nAll charges for deliveries to the Washington, D.C. Metropolitan Area are\nincluded in the item prices. Transportation charges for deliveries outside the\nWashington, D.C., Metropolitan Area will be negotiated on an individual Purchase\nOrder basis.\n\nUnless otherwise provided in writing by the Subcontract Administrator, the costs\nof the following items or activities shall be unallowable as a direct cost:\n\n         1. Special rearrangement or alteration of facilities\n\n         2. Purchase or lease of any item of general purpose office furniture,\n         office equipment or FIP equipment regardless of dollar value. (General\n         purpose equipment is defined as any items of personal property which\n         are usable for purposes other than research, such as office equipment\n         and furnishings, pocket calculators, etc.);\n\n         3. Travel to attend meetings unless specified in the purchase order\n         issued by the Unisys Subcontract Administrator\n\n         4. Capitalized nonexpendable equipment (defined as having an\n         acquisition cost of $1,000 or more and a life expectancy of more than\n         two years).\n\n\n                                       3\n\n\n         5. Travel Costs unless specified in the specific Purchase Order. When\nauthorized, expenditures for domestic travel (transportation, lodging,\nsubsistence, and incidental expenses) incurred in direct performance of the\nresultant subcontract shall be subject to the provisions of Section 24 of Public\nLaw 99-234 which amends the Office of Federal Procurement Policy Act to provide\nthat Subcontractor costs for travel, including lodging, other subsistence, and\nincidental expenses, shall be allowable only to the extent that they do not\nexceed the amount allowed for federal employees. The Subcontractor, therefore,\nshall invoice and be reimbursed for all Travel costs in accordance with\nguidelines published in the Federal Register, Vol. 58, No. 42, Friday March 5,\n1993.\n\n         6. Postage shall be unallowable unless specifically stated in the\nPurchase Order.\n\n         7. If appropriate, any and all Other Direct Costs (ODC's) shall be\nspecified in the individual Purchase Orders.\n\n         TRAVEL AND PER DIEM\n\n         (a) Outside the Washington, D.C. Metropolitan Area:\n\n         Travel by air will be reimbursed at actual not to exceed coach fare.\n         Travel subsistence reimbursement will be authorized under the rates and\n         conditions of the Federal Travel Regulations and if applicable, an\n         Agency's Department Travel Manual. Per Diem will be reimbursed at\n         actual, not to exceed the Per Diem rates set forth in Federal Property\n         Management Regulations (FPMR) 41 CFR Chapter 101, Chapter 7, GSA\n         Bulletin FPMR A-40 Supplement (in effect at time of travel). Travel of\n         more than 10 hours, but less than 24 hours, when no lodging is\n         required, Per Diem shall be one-half of the Meals and Incidental\n         Expenses (M&amp;IE) rate prescribed for the location where the majority of\n         the time is spent performing official business. The Per Diem allowance\n         shall not be allowed when the period of official travel is 10 hours or\n         less during the same calendar day. Travel by privately owned vehicle\n         will be reimbursed at the current GSA approved mileage rate. If the\n         Subcontractor incurs travel costs in excess of the amount show in each\n         Purchase Order, it is at its own expense.\n\n         (b) Inside the Washington, D.C. Metropolitan Area:\n\n               (1)  Travel will be reimbursed based on the policies stated in\n                    paragraph (a) above.\n\n               (2)  Normal commuting expenses are not allowed.\n\n         (c) Travel will be reimbursed on a cost basis only. Any burden added\n         to the travel costs will be allowed only as defined in the\n         Subcontractor's standard accounting practice or disclosure statement.\n\nThe prices for the supplies\/services to be provided by the SELLER are as\nfollows:\n\nCLIN              SUPPLIES\/SERVICES       QTY.        UNIT PRICE       NET PRICE\n----              -----------------       ----        ----------       ---------\n\n**To be determined on an individual Purchase Order Proposal Basis.**\n\n\n                                       4\n\n\n2.0 PERIOD OF PERFORMANCE\n\n         The term of this Agreement shall be from the date of execution through\n14 August 1997. The Agreement term may be extended four (4) additional\ntwelve-month periods upon the BUYER's prior written notice of each such\ntwelve-month extension period; provided, however, that this Agreement is not\notherwise terminated pursuant to the Termination clause herein.\n\n3.0 PACKAGING LABELING AND SHIPPING\n\n         BUYER shall provide SELLER with packaging, labeling and shipping\ninstructions with each purchase order issued pursuant to this Agreement. SELLER\nagrees to ship products ordered by BUYER in accordance with such instructions.\n\n4.0 INSPECTION AND ACCEPTANCE\n\n         SELLER shall only tender for acceptance those items that conform to the\nrequirements of this Agreement. Unisys reserves the right to inspect or test any\nsupplies or services that have been tendered for acceptance. Unisys may require\nrepair or replacement of nonconforming supplies or reperformance of\nnonperforming services at no additional cost. Unisys agrees to exercise its post\nacceptance rights (1) within a reasonable time after the defect was discovered\nor should have been discovered; and (2) before any substantial change occurs in\nthe condition of the item, unless the change is due to the defect in the item.\n\nThe Unisys approving and accepting authority for inspection and acceptance of\nCLIN's will be the Program Manager or his designated representative. The Program\nManager's designated representative will be identified on each individual P.O.\nissued pursuant to any resulting subcontract agreement.\n\nUnless advised otherwise in individual Purchase Orders, inspection and\nacceptance of all CLIN's hereunder shall take place at the Government\ninstallation site. The installation site location shall be set forth in\nindividual Purchase Orders.\n\n5.0 ASSIGNMENT\n\n         SELLER may assign it's rights to be paid amounts due as a result of\nperformance under this contract, to a bank, trust company or other financing\ninstitution, including any Federal lending agency in accordance with the\nAssignment of Claims Act (31 U.S.C. 3727)\n\n6.0 CHANGES\n\n         Changes in the terms and condition of this Agreement may be made only\nby written agreement of the parties hereto.\n\n7.0 DISPUTES INVOLVING THE GOVERNMENT\n\n         This Agreement is subject to the Contract Disputes Act of 1978, as\namended (41 U.S.C. 601-613). Failure of the parties to reach agreement on any\nrequest for equitable adjustment, claim, appeal or action arising under or\nrelating to this Agreement shall be a dispute to be resolved in accordance with\nthe clause at FAR 52.233-1 Disputes, which is incorporated herein by reference.\nSELLER shall proceed diligently with performance of this Agreement, pending\nfinal resolution of any dispute arising under this Agreement.\n\n\n                                       5\n\n\nAny decision on appeal, or any other decision of the Government under the Prime\nContract which cannot be appealed under the \"Disputes\" clause of the Prime\nContract, if binding on the BUYER shall also bind the SELLER to the extent that\nit relates to this Agreement, provided the BUYER shall have promptly notified\nthe SELLER of such decision and, if requested by SELLER, shall have brought suit\nor filed claim, as appropriate against the Government. A final judgment in any\nsuch suit or final disposition of such claim shall be conclusive upon the BUYER\nand the SELLER.\n\nFor any action brought by the BUYER on behalf of the SELLER pursuant to this\nclause, the SELLER agrees to indemnify and hold the BUYER harmless from all\ncosts and expenses incurred by the BUYER in prosecuting any such appeal\ninitiated by the BUYER at the Seller's request. All costs and expenses incurred\nby the BUYER shall be paid by the SELLER and shall not be reimbursed or\ncompensable as a cost under the Agreement, unless recovered by the BUYER under\nthe Prime Contract or as part of an award of damages to the BUYER based on such\na claim.\n\n8.0 BINDING ARBITRATION\n\n         Any dispute or controversy between the BUYER and SELLER which concerns\nonly the BUYER and the SELLER or which does not involve a final decision of the\nGovernment Contracting Officer, and which cannot be resolved by mutual agreement\nof the parties hereto, shall be settled by arbitration in accordance with the\ncommercial rules then in effect of the American Arbitration Association. The\nplace of such arbitration shall be Washington, D.C. Each party shall select one\narbitrator and the two arbitrators so selected shall select the third\narbitrator. The arbitrators shall be knowledgeable in Government procurement\nmatters related to the types of supplies and services provided pursuant to this\nAgreement. The arbitration decision and award shall be binding on the parties,\nand judgment thereon may be entered in any court of competent jurisdiction.\n\n9.0 DELAYS\n\n         SELLER shall be liable for default unless nonperformance is caused by\nan occurrence beyond the reasonable control of the SELLER and without its fault\nor negligence. SELLER shall notify the BUYER in writing as soon as it is\nreasonably possible after the commencement of any excusable delay, setting forth\nthe full particulars in connection therewith, shall remedy such occurrence with\nall reasonable dispatch, and shall promptly give written notice to the BUYER of\nthe cessation of such occurrence.\n\n10. DEFAULT\n\n         If either party hereto fails to perform an obligation under this\nAgreement, the other party, may issue a default termination letter to the party\nin default of an obligation under this Agreement to cure the default condition.\nIf the default condition is not remedied within ten (10) calendar days from the\nday of receipt of such letter, the issuer of the default termination letter may\nthe without the necessity of any further notice, discontinue performance and\nterminate this Agreement for default and pursue any other remedies available at\nlaw or in equity. Any failure to exercise rights under this Article shall not\nconstitute a waiver of any past, present or future right or remedy.\n\n11. NOTICES\n\n         All correspondence or notifications required under this Agreement shall\nbe addressed as follows:\n\nUNISYS Corporation                            Celerity Systems, Inc.\n\n\n                                       6\n\n\nAttention: Dennis A. Chaloux                  \n8008 Westpark Drive, Mail Stop W5A12          \nMcLean, Virginia  22102                       \nPhone: (703) 556-5578 Fax: (703) 556-5283     \n\nAttention: Bill Chambers                  \n9051 Executive Park Drive, Suite 400      \nKnoxville, Tennessee 37923                \nPhone: (423) 539-5300 Fax: (423) 539-5390 \n\n12. INVOICES\/PAYMENTS\n\n         SELLER shall submit an original invoice and two (2) copies to:\n\n                               UNISYS Corporation\n                               Attention: Frederick W. Garner III\n                               8008 Westpark Drive, Mail Stop W5F39\n                               McLean, Virginia 22102\n\nSELLER's invoice must include:\n\n         (l) Name and address of the SELLER,\n\n         (2) Invoice Date\n\n         (3) Prime Contract Number, contract line item number and purchase\n         order number\n\n         (4) Description, quantity, unit of measure, unit price and extended\n         price of the items delivered.\n\n         (5) Shipping number and date of shipment including the bill of lading\n         number and weight of shipment. Shipping charges shall be itemized\n         separately.\n\n         (6) Terms of any prompt payment discount if offered.\n\n         (7) Name and address of official to whom payment is to be sent; and\n\n         (8) Name, title and phone number of person to be notified in event of\n         defective invoice.\n\n         SELLER shall submit invoices for payment for the Products and Services\naccepted under this Agreement. Invoices for Products and Services may be\nsubmitted after the date of delivery of such Products and\/or Services to the\nF.O.B. destination site. Upon receipt of a proper invoice, BUYER agrees to pay\nSELLER for accepted Products and Services net forty-five (45) days.\n\n13. PATENT INDEMNITY\n\n         SELLER agrees to indemnify BUYER, the United States Government and\ntheir respective officers, employees and agents against liability, including\ncosts, for actual or alleged direct or contributory infringement of, or\ninducement to infringe, any United States or foreign patent, trademark or\ncopyright, arising out of performance under this Agreement.\n\n14. RISK OF LOSS\n\n         Unless the Agreement specifically provides otherwise, risk of loss of\ndamage to the supplies \n\n\n                                       7\n\n\nprovided hereunder shall remain with the SELLER until, and shall pass to the\nBUYER upon; (1) delivery of the supplies to a carrier, if transportation is\nf.o.b. origin; or (2) delivery of the supplies to the BUYER at the destination\nspecified i\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7040,9160],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9613,9620],"class_list":["post-42853","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-celerity-systems-inc","corporate_contracts_companies-unisys-corp","corporate_contracts_industries-technology__programming","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42853","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42853"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42853"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42853"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42853"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}