Exhibit 10.6
[Letterhead of Xxxxxx Space Communications Appears here]
03 March 1999
Integral Systems Incorporated
0000 Xxxxxxxxxxxx Xxx
Xxxxxx, XX 00000
In Reply Refer To: 98/176:JLP
Attention: Xx. X. Xxxx, Program Manager
Subject: Firm Fixed-Price Subcontracts, J8-759124-C3JP
This Subcontract, by mutual agreement of the parties hereto, is entered into
between Xxxxxx Space and Communications Company, a Delaware Corporation
(hereinafter referred to as "XXXXXX", or "BUYER") and Integral Systems
Incorporated (hereinafter referred to as "ISI", or "SELLER") for Buyer's
procurement of the Spacecraft Support Ground System (SSGS), Spacecraft Test and
Integration Support, Spacecraft Emulator Development and Support for the GOES N-
Q Program.
This Subcontract, and the attachments and documents incorporated herein,
constitutes the complete and exclusive statement of the terms and the agreement
between Buyer and Seller, and supersedes all prior representations,
understandings and communications between the parties with respect hereto. The
invalidity, in whole or in part, of any provision of this Subcontract shall not
affect the validity of other provisions. The failure by either party to insist,
in any one or more instances, upon the performance of any terms or requirements
of this Subcontract shall not be construed as a waiver or relinquishment of such
party's right to such performance or to future performance of such terms or
requirements, and the other party's obligation in respect thereto shall continue
in full force and effect.
This is a definitive Subcontract contemplated by Buyer's Letter Subcontract
dated 20 February 1998 as modified by Revision 1 dated 29 May 1998, Revision 2
dated 27 July 1998, and Revision 3 dated 12 November 1998 which supersedes said
Letter Subcontract and modifications in their entirety. All work performed,
actions taken and costs incurred by Seller in performance of Seller's
obligations under Buyer's Letter Subcontract from 20 February 1998 to issuance
of this Subcontract shall be deemed to have been performed, taken or incurred
under this Subcontract, provided such performance, actions, or costs are
reasonable and such costs are allowable and allocable to this Subcontract.
1.0 STATEMENT OF WORK
-----------------
The Seller, as an independent contractor and not as an agent of Buyer, shall, in
conformance with the terms and conditions more particularly set forth herein,
provide the necessary personnel, material, and facilities and do all things
necessary or incidental to the furnishing and delivery to the Buyer of the
supplies and services set forth in Product Specification for the GOES N-Q
Spacecraft Support Ground Systems (SSGS) Rev "-", and Statement of Work for the
GOES N-Q Spacecraft Support Ground System Rev "-", in accordance with the
drawings and other requirements applicable thereto and referenced therein, all
of which documents are incorporated in this Subcontract by Reference.
The Buyer is procuring under this subcontract an SSGS system consisting of
hardware and software. Seller acknowledges and agrees that Buyer's acceptance
of the hardware is contingent upon the
hardware operating in conjunction with the software and Buyer's acceptance of
the software is contingent upon the software operating in conjunction with the
hardware.
2.0 CONSIDERATION AND PAYMENT
-------------------------
2.1 Price
-----
For the full, satisfactory and timely completion of performance to the
requirements of this Subcontract by Seller, Buyer shall pay Seller *** for
the performance of the work under this Subcontract. Payment shall be made
for delivered items as noted in this Subcontract under Section 3.0
Deliverable Line Items. The Seller shall deliver the items set forth in the
Statement of Work in strict compliance with the schedule attached thereto.
Upon the full satisfactory and timely completion and delivery as required,
of the items of Work specified in this Subcontract, including delivery of
all reports and data required hereunder, Seller shall be entitled to
payment by Buyer in accordance with the provisions herein.
2.2 Invoices
--------
Invoice payment terms shall be Net 30 days. Invoices shall be mailed to
Buyer as shown below when unit deliveries have been completed. The time
for payment shall not commence before such delivery. Without limiting
Buyer's other remedies, if data is not furnished when scheduled, Buyer may
withhold remaining payments (or such portion thereof as Buyer may deem
equitable) until such data is furnished. All shipping costs, when
applicable, are included in the fixed price of this subcontract. Any and
all tax exemption certificates shall be accepted by Seller.
The original and one copy to:
Xxxxxx Space and Communications Company
Xxxx Xxxxxx Xxx 000
Xx Xxxxxxx, Xxxxxxxxxx 00000-0000
Attention: Xxxx X. Xxxxxxx
EO/E1/D148
2.3 Total Sum Allotted
------------------
Pursuant to the "Allotted Funds under Fixed Price Procurement" provisions,
Attachments SF-05 of this subcontract, the total sum (Phase Funding)
presently available for payment and allocated to this subcontract is ***,
which covers all items of work required by this subcontract from its
inception through 4/9/99 (Performance Period). Phase Funding will reflect
the cumulative billing milestone value for the corresponding Performance
Period plus the next billing milestone increment (to cover potential
termination costs).
***Confidential portions omitted and filed separately with the Commission.
3.0 DELIVERABLE LINE ITEMS
----------------------
Seller shall provide all labor, equipment, parts and materials necessary to
fabricate, test and deliver the following items in strict compliance with the
documents, attachments and requirements set forth herein.
Item Part Number/Description Unit Price Extension
----------------------------------------------------------------------------------------------------------------
01 Spacecraft Emulator ***
----------------------------------------------------------------------------------------------------------------
02 Ground Support Equipment ***
----------------------------------------------------------------------------------------------------------------
03 Spacecraft Support Ground System ***
----------------------------------------------------------------------------------------------------------------
04 Source Code: COTS only** NSP
----------------------------------------------------------------------------------------------------------------
Total: ***
----------------------------------------------------------------------------------------------------------------
*Excludes *** proposed for the Panametrics EPOCH Licenses.
**Immediately deliverable to Escrow, under the terms of Exhibit F.
4.0 DELIVERY SCHEDULE
-----------------------------------------------------------------
Seller shall deliver the hardware and software items as identified in the
Preliminary Statement of Work dated 12/11/98, Paragraph 3.1.3.9 and Paragraph
3.1.4.7, respectively.
5.0 APPLICABLE DOCUMENTS AND ATTACHMENTS
-------------------------------------
THE FOLLOWING DOCUMENTS AND ATTACHMENTS, INCLUDING ALL DOCUMENTS REFERENCED
THEREIN, OF THE REVISION OF ISSUE SHOWN, FORM A PART THIS SUBCONTRACT AND ARE
INCORPORATED HEREIN BY THIS REFERENCE.
ATTACHMENT TITLE DATE
-------------- --------------------------------------------------------------- --------------
GL-21 PURCHASE ORDER GENERAL PROVISIONS & SHIPPING INSTRUCTIONS, AS 10/96
AMENDED BY EXHIBIT B
40-0100 MODIFICATIONS TO PURCHASE ORDER GENERAL PROVISIONS 10/96
GL-14 INSURANCE PROTECTION, INDEMNIFICATION, & SECURITY REQ'TS 00/00
XX-00 XXXXXXXX XXX, XXXXX CLAUSES: F 10/96
SS-01 AND Contract and Consultant Services Contracts, as modified below: 06/97
EXHIBIT A
Delete the following Articles:
II. PAYMENT,
VIII. DISCLOSURE OF INFORMATION, paragraph A., only
IX. INVENTIONS, and
X. COPYRIGHTS.
Delete the following Articles from Exhibit A, INDUSTRIAL
PROPERTY RIGHTS AGREEMENT:
I. DISCLOSURE OF INFORMATION, paragraph A., only
II. COPYRIGHTABLE MATERIAL, and
III. INVENTIONS.
Exhibit B Modifications to GL-21 2/99
Exhibit C List of Known Deliverable Software and Software Licenses 2/99
Exhibit D ISI COTS Software License Agreement 02/99
Exhibit E Third Party COTS Software Sublicense Agreement 02/99
Exhibit F Escrow Agreement TBD
***Confidential portions omitted and filed separately with the Commission.
Attachment Title Date
-------------- --------------------------------------------------------------- --------------
Exhibit G Developmental Software License Agreement 2/99
PF-03 Property In Possession of Seller 09/91
SF-05 Allotted Funds Under Fixed Price Procurement, amended as 09/91
follows:
II. LIMITATIONS OF OBLIGATIONS. In the last sentence, after
"Buyer's personnel" insert "other than Buyer's representative".
III. ADDITIONAL ALLOTMENTS. Add the following to the end of
this section: "Provided, however, that Buyer's right to
terminate this order for convenience shall be limited to the
circumstance where Buyer's prime contract with the Government
has been terminated, thereby necessitating termination of this
order for convenience."
VIII. CHANGES TO PURCHASE ORDER. Revise article title to read
as follows: "VII. CHANGES TO PURCHASE ORDER."
Attachment A Customer Furnished Equipment (CFE) and Intellectual Property 2/99
Need Dates
Year 2000 Compliance Requirements, as represented by Seller in Seller's
letter 230-04, dated 27 Oct. 98
The following documents:
5.1 PRODUCT SPECIFICATION FOR SPACECRAFT SUPPORT GROUND SYSTEMS (SSGS) PS80667-H00-002, REV "-", DATED 02
MARCH 1999
5.2 STATEMENT OF WORK FOR THE GOES N-Q SPACECRAFT, SPACECRAFT SUPPORT GROUND SYSTEM SW80667-H00-003, REV
"-", DATED 02 MARCH 1999
6.0 MILESTONE PAYMENT
-----------------
THE BUYER SHALL HAVE THE RIGHT TO REDUCE OR SUSPEND MILESTONE PAYMENTS TO THE
SELLER IN THE EVENT SELLER FAILS TO COMPLETE ON SCHEDULE, THE MILESTONE EVENTS
IDENTIFIED HEREIN.
PAYMENT FOR COMPLETED MILESTONES SHALL BE MADE BY BUYER AFTER 1) BUYER'S RECEIPT
OF SELLER'S DETAILED INVOICE CERTIFIED BY AN APPROPRIATE COMPANY OFFICER THAT
THE PARTICULAR MILESTONE EVENT FOR WHICH PAYMENT IS CLAIMED HAS BEEN COMPLETED
AND 2) BUYER'S RECEIPT AND ACCEPTANCE OF ALL WRITTEN DOCUMENTATION AND/OR
DELIVERABLE ITEMS AS REQUIRED BY THE MILESTONE EVENT. BUYER SHALL NOTIFY SELLER
OF BUYER'S ACCEPTANCE OR REJECTION OF THE DOCUMENTATION AND/OR DELIVERABLE ITEMS
WITHIN 30 DAYS OF RECEIPT OF THE DOCUMENTATION AND/OR DELIVERABLE ITEMS. IF
BUYER FAILS TO NOTIFY SELLER WITHIN 30-DAY PERIOD, PAYMENT SHALL BE MADE NO
LATER THAN 30 DAYS AFTER RECEIPT OF INVOICE.
THE RIGHTS AND REMEDIES OF THE BUYER AND THE SELLER, WITH RESPECT TO THIS
PROVISION, SHALL NOT BE EXCLUSIVE AND ARE IN ADDITION TO ANY OTHER RIGHTS AND
REMEDIES PROVIDED BY LAW OR IN EQUITY UNDER THIS SUBCONTRACT.
MILESTONE NO. DESCRIPTION DATE VALUE MILESTONE $'s
------------------ ------------------------------------------------ ---------------- ---------- -----------------
----------------------------------------------------------------------------------------------------------------------
1 SSGS PDR COMPLETE *** *** ***
----------------------------------------------------------------------------------------------------------------------
2 GSE BUILD 1 DELIVERY *** *** ***
----------------------------------------------------------------------------------------------------------------------
3 GTACS PROOF-OF-CONCEPT DEMO *** *** ***
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4 SSGS CDR COMPLETE *** *** ***
----------------------------------------------------------------------------------------------------------------------
5 SSGS BUILD 1/GSE BLD 2 DELIVERY *** *** ***
(FOR FLIGHT SWTRR)
----------------------------------------------------------------------------------------------------------------------
6 SSGS BUILD 2 DELIVERY *** *** ***
----------------------------------------------------------------------------------------------------------------------
7 SSGS BUILD 3 DELIVERY (FINAL) *** *** ***
----------------------------------------------------------------------------------------------------------------------
8 PRE-SHIPMENT REVIEW/SHIPMENT TO SOCC *** *** ***
----------------------------------------------------------------------------------------------------------------------
9 END-TO-END COMPATIBILITY TEST 1A COMPLETED *** *** ***
----------------------------------------------------------------------------------------------------------------------
10 PRELIMINARY ACCEPTANCE TEST COMPLETE *** *** ***
----------------------------------------------------------------------------------------------------------------------
11 SSGS TRAINING COMPLETE *** *** ***
----------------------------------------------------------------------------------------------------------------------
12 END-TO-END COMPATIBILITY TEST 4 COMPLETE *** *** ***
----------------------------------------------------------------------------------------------------------------------
13 SPACECRAFT ENGINEERING HANDOVER *** *** ***
----------------------------------------------------------------------------------------------------------------------
14 SSGS FINAL ACCEPTANCE *** *** ***
----------------------------------------------------------------------------------------------------------------------
NOTES:
-----
1. This schedule assumes a GOES-N launch of 10/01. If the launch is delayed,
then Milestones 13 and 14 shall also be delayed.
2. An additional payment of Prime, plus *** interest, for cost of money for
post-launch payment(s) to cover period from 15 October 2001 until launch
actually occurs may be billed by Seller on a monthly basis.
7.0 CUSTOMER FURNISHED MATERIAL AND INTELLECTUAL PROPERTY
-----------------------------------------------------
In strict compliance with purchase order attachment PF-03, Xxxxxx will furnish
the following item(s) on or before the specified date(s) for Seller's use in the
performance of this subcontract. See Attachment "A" to this purchase order for
list.
In the event the Buyer causes any delay which does not exceed thirty (30) days
in furnishing materials, parts, supplies, tools or HSC processes for Seller's
use hereunder, Seller's sole remedy for any such delay, damages or losses
occasioned by such delay shall be an extension of the delivery date(s) of the
item(s) procured hereunder on a maximum day for day basis. Seller shall enter
into good faith negotiations with the Buyer to determine a "Recovery Schedule".
Delays in excess of thirty (30) days will be considered a change in accordance
with the changes clause. In the event Buyer orders Seller to delay delivery of
items associated with a milestone, Seller may be entitled to changes, including
but not limited to a modification of the delivery schedule and/or adjustment of
the price of this order, in accordance with the "Changes" clause set forth in
GL-21 - Purchase Order General Provisions, Section 2.
Seller should anticipate that incorporation of Buyer's intellectual property
into any final design by Seller, may create a licensing requirement with buyer
for the final design that may require the negotiation of an intellectual
property agreement between Buyer and Seller for Seller's use of Buyer's
intellectual property in future products or programs.
***Confidential portions omitted and filed separately with the Commission.
8.0 ADMINISTRATIVE AUTHORITY
------------------------
No request, notice, authorization, direction or order received by Seller and
issue either pursuant to an article, part or clause of this subcontract or to a
provision of any document incorporated into this subcontract, reference or
otherwise shall be binding upon either Seller or Buyer unless issued or amended
in writing by Buyer's representative named on the face of this subcontract.
Seller shall immediately notify, in writing Buyer's representative whenever a
change request, notice, authorization, direction or order has been received from
a representative of Buyer than above cited, which affects existing terms and
conditions, price or schedule of this subcontract.
9.0 DEFENSE PRIORITIES AND ALLOCATIONS SYSTEMS
------------------------------------------
This Subcontract is certified for National Defense use under Defense Priorities
and Allocations System (DPAS) Regulation (15 CFR Part 700) and has a rating of
DO-A2.
10.0 NOTICES
-------
Any notice, consent, demand, or request required or permitted by this
subcontract shall be in writing and shall be deemed to have been sufficiently
given with personally delivered or deposited in the United States mail, postage
paid, addressed as follows:
If to Seller: Integral Systems, Inc.
0000 Xxxxxxxxxxxx Xxx, Xxxxx X
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx Xxxxxxxx,
Contracts Administrator
Telephone: (000) 000-0000, ext. 223
Fax: (000) 000-0000
email: xxxxxxxx@xxxxx.xxx
If to Buyer: Xxxxxx Space and Communications Company
P. O. Xxx 000
Xxx Xxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxx,
Subcontracts Xxxxxxx
Xxxxxxxx X00, Xxxx Xxxxxxx X000
Telephone: (000) 000-0000
Fax: (000) 000-0000
email: xxxxxxxxx@xxxx.xxx.xxx
11.0 ESCROW AGREEMENT
----------------
The parties agree that the Development Software addressed by Exhibit G to this
subcontract will be delivered by Seller to Buyer in accordance with this
subcontract and shall not be placed into Escrow. In order to support Buyer's
integration and testing of the Option "P" and "Q" GOES Spacecraft, the Seller
further agrees to deposit and maintain the COTS software source code in Escrow
from its initial delivery, in accordance with this subcontract, through to five
(5) years after Buyer's final acceptance of the GOES "N" SSGS.
12.0 SELLER'S ACCEPTANCE
-------------------
Seller agrees to perform to the terms and conditions contained within this
order, and acknowledge receipt of this order by signing below.
XXXXXX hereby limits acceptance of this Subcontract to the terms herein,
including those appearing on the face of and those set forth in the body of the
Subcontract, and the attachments, specifications and drawings incorporated
herein by reference. This Subcontract, which Seller agrees to by the signature
below of a duly authorized representative of Seller, constitutes the entire
Subcontract.
IN WITNESS HEREOF, the parties hereto have executed this Subcontract as of the
later date entered below.
XXXXXX SPACE AND COMMUNICATIONS COMPANY
By ______________________________________
Title ______________________________________
Date ______________________________________
INTEGRAL SYSTEMS, INC.
By ______________________________________
Title ______________________________________
Date ______________________________________
PURCHASE ORDER ATTACHMENT GL-21
PURCHASE ORDER GENERAL PROVISIONS
---------------------------------
AND SHIPPING INSTRUCTIONS
-------------------------
SHIPPING INSTRUCTIONS
1. TARIFF PROVISIONS: All shipments shall be made to strict conformity with
governing tariff rules and regulations and packaging specifications, except
where otherwise specifically required provisions of this Order or military
regulations.
2. CLASSIFIED SHIPMENTS: Classified shipments must be handled in conformance
with specified instructions made part of this Order as well as the
requirements of the "Industrial Security manual for safeguarding Classified
Information" (DoD 5220.22-M).
3. ROUTING INSTRUCTIONS:
a. Freight shipments are to be routed via Order instructions as authorized
by Buyer, Seller will request prior routing instructions for delicate
equipment, emergency shipments, or shipments exceeding 10,000 pounds
gross weight.
b. Freight Charges: Shipments are to be made "Freight Collect" on FOB
orgin shipments, unless otherwise specified herein. United Parcel
Service shipments are to have freight charges prepaid and added to the
goods invoice. Attach copies of paid freight bills to any invoice that
includes transportation charges.
c. Insurance: DO NOT DECLARE ANY VALUE FOR CARRIAGE OR INSURANCE.
Shipments shall be released to minimum value of governing classification
or tariff, or insured for minimum value for traceability. No shipment
exceeding $10,000 shall be sent Parcel Post. No shipment exceeding
$50,000 shall be sent via courier service. Seller will provide advance
notice to Buyer of shipments exceeding $1,000,000.
d. Consolidation: Except for limited by Clause 3 (C) above, consolidate
all shipments to the delivery point specified herein, for any one day,
on one xxxx of lading.
e. Purchase Order Number(s) must appear on all; shipping labels; invoices;
and shipping documents, including Packing Sheets, Bills of Lading, and
Airbills.
f. Packing Sheets: Seller is to provide two (2) copies of each packing
sheet with the shipment.
4. HAZARDOUS MATERIAL PACKING, LABELING, AND SHIPPING: Seller shall comply
with Provision 10 below.
5. PACKING AND PACKAGING: Seller shall use best commercial practice for
packing and packaging of items to be delivered under this order, unless
otherwise specified herein.
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ETHICAL STANDARDS OF CONDUCT
Seller hereby represents that it has neither received or given any gifts or
gratuities, nor participated in any other unethical conduct as defined in
Buyer's booklet entitled "Ethics & Buying" in connection with this Order. If,
at any time, Buyer determines that Seller is in violation due to the foregoing
representation, Buyer may cancel this Order upon written notice to Seller and
Buyer shall have no further obligation to Seller.
1. Deleted.
2. CHANGES: By written order, Buyer may, from time to time, order work
suspension or make changes in drawings, designs, specifications, place of
delivery, methods of shipment and packaging, and property and services
furnished by Buyer. If any such change causes an increase or decrease in the
price of the Order or in the time required for its performance, Seller
shall, within 20 days after the change is ordered, notify Buyer of its
intent to submit a proposal for adjustment and an equitable adjustment shall
be made. However, nothing in this provision shall excuse Seller from
proceeding immediately with the Order as changed. Whether made pursuant to
this provision or by mutual agreement, changes shall not be binding upon.
Buyer except when specifically confirmed in writing by a member of Buyer's
Purchasing Department. Information, advice, approvals, or instructions given
by Buyer's technical personnel or other representatives shall be deemed
expressions of personal opinions only and shall not affect Buyer's and
Seller's rights and obligations hereunder unless set forth in a writing
which is signed by a member of Buyer's Purchasing Department and which
expressly states that it constitutes an amendment or change in this Order.
3. INFRINGEMENT INDEMNITY:
a. In lieu of any other warranty by Buyer or Seller against infringement,
statutory or otherwise, it is agreed that Seller shall defend, at its
expense, any suit against Buyer or its customers based on a claim that
any item furnished under this Order or the normal use of sale thereof
infringes any U.S. Letters Patent or copyright, other than claims under
Letters Patent covering combinations of such items with items not
furnished by Seller, unless such claim is due solely to Seller's item
irrespective of the combination, and shall pay costs and damages finally
awarded in any such suit, provided that Seller is notified in writing of
the suit and given authority, information, and assistance at Seller's
expense for the defense of same. If the use or sale of said item is
enjoined as a result of such suit, Seller, at no expense to Buyer, shall
obtain for Buyer and its customers the right to use and sell said item
or shall substitute an equivalent time acceptable to Buyer and extend
this patent indemnity thereto.
b. Notwithstanding the foregoing provision, when this Order is performed
under the authorization and consent of the U.S. Government to infringe
U.S. Patents, Seller's liability for infringement of such Patents in
such performance shall be limited to the extent of the obligation of the
Buyer to indemnify the U.S. Government.
4. SELLER'S DATA
a. Seller agrees that all information, including but not limited to
technical data, computer software and documentation, tapes, photo
prints, and other information, furnished with items or required to be
furnished by this Order, together with any information furnished orally,
shall be free from proprietary restriction except if elsewhere
authorized in this Order. Subject to Provision 4(b) below, Seller's data
for which a restrictive use marking is authorized by the DFARS or
elsewhere, in this order, may be duplicated, modified, distributed or
otherwise used by Buyer in performance of its customer contracts. Such
usage includes, as a minimum, preparation of logistics and instructional
information and delivery thereof as required by such customer's
contract. Any other specific rights, not inconsistent with these minimum
right, shall be listed or described in a license or agreement and made a
part of this Order. Seller also grants to the Buyer the same rights
granted above to the Government for use by Buyer in performance of its
higher tier contracts.
b. Except as to data available to Buyer, without restriction from other
sources or independently developed by Buyer or released by Seller
without restriction, Seller's data subject to an authorized restrictive
use marking shall not without Seller's permission be: (1) used by Buyer
for procurement
1/96 Edition 2
from other that Seller, (2) used by Buyer for manufacture of items
described by such data, or (3) disclosed outside Buyer or its customers.
c. (1) To the extent that Seller established a claim to statutory
copyright in any data first produces of this Order, Seller grants the
Buyer a royalty-free, nonexclusive, transferable , world-wide license to
consider, duplicate or perform any such data copyrighted by the Seller.
(2) The Seller further agrees not to knowingly include any data
copyrighted by others in technical data delivered under this Order
without first obtaining, at no additional cost and for the benefit of
the Buyer, a license therein of the same scope as set forth in Provision
4 (C)(1).
5. BUYER'S PROPRIETARY RIGHTS, AND DISCLOSURE
(a) Seller shall not use or disclose, without Buyer's prior written
consent and agrees that Buyer owns all intellectual property rights in, any
tools or other items or drawings, specifications, technical information,
computer software, or other data which have been specially designed for
Buyer in connection with this Order or furnished by Buyer, provided,
however, that if the U.S. Government has the right to authorize the use of
such tools, items, drawings, specifications, technical information or data
Seller may, to the extent of such right use them as authorized by the U.S.
Government; provided, further that, Seller gives Buyer notice of such
authorization prior to such use. This paragraph shall not apply to technical
data generated by Seller in which the Government has unlimited rights.
(b) Seller agrees that it will not publicize this Order or disclose,
confirm, or deny any details thereof to third parties, or use Buyer's name
in connection with Seller's sales promotion or publicity without prior
written approval from. Buyer.
(c) Nothing in this Provision 5, however, shall restrict Seller's right to
use or disclose drawings, specifications, technical information, and other
data which are rightfully obtained from other sources without restriction.
6. DEFAULT
(a) Buyer may terminate this Order for Seller's default in accordance with
FAR 52.249-8 if circumstances set forth therein occur, or if Seller becomes
insolvent, fails to pay its debts as them become due, or makes or proposes
an assignment for the benefit of creditors. Buyer shall have such additional
remedies for default as may be available at law or in equity whether or not
it terminates this Order. To be relieved of liability for excess cost as
provided in paragraph (c) of FAR 52.249-8, Seller must provide Buyer written
notice of the cause of failure to perform which is beyond its control and
without its fault or negligence within twenty (20) days of occurrence of the
cause.
(b) (1) If at any time it appears that the Seller has not or will not meet
this Order's delivery schedule, or any extension thereof, the Buyer shall
have the right to require the Seller to submit a revised delivery schedule
together with adequate documentation to support the reasonableness of the
revised schedule. The revised schedule shall provide a specific date for the
delivery of each deliverable item under this Order and shall not be
submitted subject to any contingencies.
(2) Unless the Buyer has extended the time in writing, the Seller
shall submit the revised delivery schedule within thirty (30) calendar days
after receipt of the Buyer's written request for said schedule Such request
shall not be deemed a waiver of any existing delivery schedule. The Buyer
shall have thirty (30) calendar days after receipt of the Seller's response
within which to approve or disapprove the Seller's revised schedule. If it
is approved, the parties shall incorporate it into the Order using a
bilateral modification issued by the Buyer.
(3) If the Seller fails to submit a revised delivery schedule as
specified above, or any extension thereof granted by the Buyer, the Seller
shall be deemed to have failed to make delivery within the meaning of the
"Default" clause of this Order and this Order shall be subject to
termination.
(c) FAR 52.249-8 is modified as follows for the purposes of this Order and
is subject to the Definitions Provision herein: "Contracting Officer" means
Buyers' Purchasing Representative, and "Government" means Buyer, except in
paragraph (c) where it means Government and in paragraph (e)
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where it means Government or Buyer. In the second sentence of paragraph
(c), add "acts of Buyer" to the list of examples.
7. ASSIGNMENTS AND SUBCONTRACTING:
(a) Neither this Order nor any interest herein nor claim hereunder may be
assigned or delegated by Seller, nor may all or substantially all of this
Order be further subcontracted by Seller without the prior written consent
of Buyer. Buyer's consent shall not be deemed to relieve Seller of its
obligations to comply fully with the requirements hereof.
(b) Notwithstanding the above, Seller may, without Buyer's consent, assign
monies due or to become due hereunder provided Buyer shall continue to have
the right to exercise any and all its rights hereunder, settle any and all
claims arising out of, and enter into amendments tot his Order without
notice to or consent of the assignee. Buyer shall be given notice of any
assignment and all invoices shall refer to the assignment.
8. PRICES:
Seller warrants that any unit prices charged herein do not exceed the unit
prices charged by Seller to the U.S. Government or other customers in
substantially similar transactions.
9. Deleted.
10. HAZARDOUS MATERIAL PACKAGING, LABELING, AND SHIPPING
(a) Seller shall package, label, transport, and ship hazardous material or
items containing hazardous material in accordance with all applicable
Federal, state, and local laws and regulations, including but not limited to
current published issues of tariffs and regulations reflecting 49 CFR
Articles 100-199, FAR 52.223-3, DFARS 252.223-7001, the Explosive Safety
Manual AFM 127-100, and Federal Aviation Regulation 103, as amended (e.g.,
the current Hazardous Materials Regulations of the Department of
Transportation; the Official Air Transport Restricted Articles Tariff;
Packaging and Handling of Dangerous Materials for Transportation by Military
Aircraft, Joint Manual AFM 71-4; and subsequent reissues thereof) and, if
applicable, to furnish appropriate Material Safety Data Sheets in accordance
with California Hazardous Substances Information and Training Act. Seller,
prior to each hazardous material shipment, shall notify Buyer of its nature
and shipment date by such means of communications as will allow for proper
preparation for acceptance of delivery by the carrier of the material and
shall identify same on all shipping documents.
(b) The 1990 Clean Air Act Amendments and implementing regulations
established labeling requirements for products manufactured with, containers
of, and products containing specific ozone depleting substances. This label
must be "clear and conspicuous". There is not requirement that suppliers
label directly on the hardware. Because labeling hardware may not conform
with requirements contained in the technical data package (if any),
pertinent to this Purchase Order, Buyer prefers that the hardware deliveries
under this purchase order not be labeled, and that alternative labeling be
used. The EPA regulation provides for the use of alternative labeling.
Supplemental printed material may also be appropriate, i.e., where the
statement would be conspicuous on printed material as it would be on the
product. For specific requirements and options on labeling regulations,
refer to 40 CPR 82.
11. ADDITIONAL PURCHASE ORDER AMENDMENTS:
Seller, upon the request of Buyer, shall negotiate amendments to this Order
to incorporate additional provisions herein or to change provisions hereof
as Buyer may reasonably deem necessary in order to comply with the
provisions of this contract between Buyer and its customer or with the
provisions of amendments to such contract. If such amendments to this
Order cause an increase or decrease in the cost of, or the time required
for, performance of this Order, an equitable adjustment shall be made in
the price or delivery schedule, or both, pursuant to the Changes provision
herein.
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12. DISPUTES:
Buyer and Seller agree to make a good faith attempt to settle any dispute
arising under or related to this Order without resort to legal action. If
such good faith efforts fail, the Buyer, at its option, may submit the
dispute to mediation and/or binding arbitration in the State and County in
which the Order was issued. The selection of an independent and neutral
mediator shall be at the mutual agreement of the parties. Buyer reserves
the right to abandon arbitration and pursue all available legal and
equitable remedies in the event Seller does not comply with a demand for
arbitration within sixty days of notice. The cost of mediation and
arbitration, including the fees of the mediator(s) or arbitrator(s) shall
be divided equally by the parties unless the award provides otherwise.
Each party shall bear its own cost of preparing and presenting its case.
Pending resolution of any dispute arising hereunder, Seller shall proceed
diligently with the performance of this Order in accordance with Buyer's
direction concerning the subject matter of such dispute. Irrespective of
the place of performance, this Order will be construed and interpreted
according to the laws of the state from which Buyer's Order is issued
without resort to said state's Conflicts of Law rules.
13. GENERAL
This Order and the attachments and documents incorporated herein constitute
the complete and exclusive statement of the terms of this agreement between
Buyer and Seller and supersede all prior representations, understandings,
and communications relating hereto. The invalidity in whole or in part of
any provision of this Order shall not affect the validity of other
provisions. Buyer's failure to insist, in any one or more instances, upon
the performance of any term of this Order, shall not be construed as a
waiver or relinquishment of Buyer's right to such performance or to future
performance of such a term or terms, and Seller's obligation in respect
thereto shall continue in full force and effect. Time shall be of the
essence hereunder. Seller shall perform work and make deliveries hereunder
no earlier that and only to the minimum extent consistent with delivery
schedules and other requirements.
14. PRECEDENCE:
Conflicting provisions hereof, if any, shall prevail in the following
descending order of precedence; (1) typed provisions set forth in this
Order, (2) specifications attached or incorporated by reference, (3)
Buyer's Purchase Order Attachments, (4) the preprinted portion of this
Order, including these Purchase Order General Provisions and (5) statement
of work. Buyer's specifications shall prevail over those of an agency of
the U.S. Government, and both shall prevail over those of Seller.
15. DEFINITIONS FOR FAR/DFARS CLAUSES:
The following definitions shall apply to this Order except as otherwise
herein provided. The date of the FAR.DFARS clauses shall be the same as
the date of the FAR/DFARS clauses in Buyer's prime contract, unless
otherwise stated in the body of the Order.
"Buyer" - the legal entity issuing this Order.
"Contract" - this contractual instrument, including changes.
"Contractor" - Seller.
"Contracting Officer" - the Government Contracting Officer for the prime
contract, or authorized representative.
"DFARS" - Department of Defense, Federal Acquisition Regulation Supplement.
"FAR" - Federal Acquisition Regulation.
"Government" - the Government of the United States.
"Prime Contract" - the Government contract under which this Order is issued.
"Purchasing Representative" - Buyer's authorized representative.
"Seller" - the legal entity which contracts with the Buyer.
"Subcontract" - Seller's subcontractors.
"This Order" - this contractual instrument, including changes.
1/96 Edition 5
16. FAR CLAUSES APPLICABLE TO ALL ORDERS: The text of clauses identified herein
by FAR reference number are incorporated herein by this reference, subject
to the Definitions Provision herein and to the modifications indicated:
52.211-1 New Material, in which "Contracting Officer" means Buyer's
Purchasing Representative and "Government" means Buyer in the last two
sentences of the clause.
52.222-1 Notice to the Government of Labor Disputes, in which "Contracting
Officer" means Buyer's Purchasing Representative.
52.245-2 Government Property (Fixed-Price Contracts), in which:
. "Contract Officer" means Buyer's Purchasing Representative.
. "Government" means Government or Buyer.
. The fourth sentence of paragraph (h) is changed to read: "Neither the
Government nor the Buyer shall be liable..."
52.246-2 Inspection of Supplies (Fixed-Price), in which "Contracting
Officer" means Buyer's Purchasing Representative or his/her authorized
designee, and "Government" means Buyer except that the first time it
appears in the first sentence of paragraph (b) and in the fourth sentence
of paragraph (b) it means Buyer and the Government (provided, however, that
an inspection system accepted by the Government will be deemed acceptable
to the Buyer), and the first time it appears in paragraph (k) it means
Government or Buyer. The provisions in the clause for access, rights to
inspect, safety protection, and relief from liability apply equally to
Buyer and the Government. The rights and remedies of the Buyer shall be in
addition and not in limitation of those set forth in Provision 1,
Warranties.
Responsibility for Supplies, in which "Contractor" means Seller and
"Government" means Buyer, except in paragraph (d) where "Government" means
Government or Buyer.
52-249-2 Termination for Convenience of the Government (Fixed-Price), in
which "Contracting Officer" means Buyer's Purchasing Representative, and
"Government" means Buyer except in paragraph (m). In paragraph (c) the
term "45 days" is changed to "90 days." The term "1-year" in paragraph (d)
is changed to "6 months". The term "90 days" in paragraph (k) is changed
to "45 days." If the Government is unable or unwilling in a timely manner
to conduct any audit of Seller's books and records, an audit may be
conducted by a mutually acceptable independent certified public accounting
firm.
52.249-8 Default (Fixed-Price Supply and Service), in which "Contracting
Officer" means Buyer's Purchasing Representative, and "Government" means
Buyer.
17. FAR/DFARS CLAUSES APPLICABLE TO ALL GOVERNMENT WORK. If it is noted on the
face of the Order that U.S. Government work is involved, the following FAR
and DFARS Clauses are incorporated herein by this reference, subject to the
Definitions Provision herein and to the modifications indicated, unless
indicated otherwise in the typed provisions of this Order:
(a) All Orders include the following:
52.204-2 Security Requirements.
52.208-1 Required Sources for Jewel Bearings and Related Items.
Communication required under this clause from Seller to Contracting
Officer shall be through Buyer's Purchasing Representative.
52.211-7 Other Than New Material, Residual Inventory, and Former
Government Surplus Property
52.211-15 Defense Priority and Allocation Requirements.
52.215-26 (Alternate 1) Integrity of Unit Prices.
1/96 Edition 6
52.223-3 Hazardous Material Identification and Material and Material
Safety Data, in which "Government" means Government and Buyer
52.225-10 Duty-Free Entry, in which "Contracting Officer" means
Buyer's Purchasing Representative. The last sentence of paragraph (h)
"the contract" means prime contract.
52.225-11 Restrictions on Certain Foreign Purchases.
52.227-1 Authorization and Content.
52.227-10 Filing of Patent Applications - Classified Subject Matter.
52.227-11 Patent Rights - Retention by the Contractor (Short Form), if
Seller is a small business or nonprofit organization
52.227-12 Patent Rights - Retention by the Contractor (Long Form), if
Seller is other than a small business or nonprofit organization and if
this Order requires the performance of research, experimental, or
development work.
52.229-3 Federal, State, and Local Taxes, in which "Government" means
Buyer and "Contracting Officer" means Buyer's Purchasing Representative.
52.247-63 Preference for U.S. Flag Air Carriers.
52.247-64 Preference for Privately Owned U.S. Flag Commercial Vessels.
252.223-7002 Safety Precautions for Ammunition and Explosives, in
which "Contacting Officer" means Buyer or Contracting Officer.
"Government" shall not mean Buyer except in paragraph (c) where it
means Buyer or government. Seller shall send simultaneously to Buyer
a xxx of each notification and report sent to the Contracting Officer.
252.225-7009 Duty-Free Entry - Qualifying Country End Products and
Supplies, in which "Contracting Officer" means Buyer's Purchasing
Representative acting pursuant to authorization of the Contracting
Officer. In paragraph (k) "this contract" means the prime contract.
252.225.7010 Duty Free Entry - Additional Provisions.
252.225-7014 Preference for Domestic Specialty Metals (Alternate 1).
252.225-7025 Foreign Source Restrictions, in which "Contracting
Officer" s hall also mean Buyer's Purchasing Representative in
paragraph (e).
252.227-7013 Rights in Technical Data Noncommercial Items.
252.227-7014 Rights in Noncommercial Computer Software and Noncommercial
Computer Software Documentation.
252.227-7015 Technical Data-General Items.
252.227-7016 Rights in Bid or Proposal Information.
252.227-7017 Identification and Assertion of Restrictions.
252.227-7019 Validation of Asserted Restrictions-Computer Software.
252.227-7027 Deferred Ordering of Technical Data or Computer
Software, provided, however, that this right is solely for the purpose
and only to the extent necessary to fulfill obligations to the
Government in the prime contract under which this Order is issued.
The work "Government" shall mean the Buyer or the Government except in
the last sentence.
252.227-7037 Validation of Restrictive Markings on Technical Data.
252.227-7039 Patents-Reporting of Subject Inventions.
1/96 Edition 7
252.228-7005 Accident Reporting and Investigating Involving Aircraft,
Missiles, and Space Launch Vehicles, in which "Administrative
Contracting Officer" means Buyer and Administrative Contracting
Officer, and "Government" means Buyer or Government.
252.247-7024 Notification of Transportation of Supplies by Sea. In
paragraph (a), the first sentence and the word "however" in the second
sentence are deleted.
(b) Orders exceeding $2,500 also include:
52.222.-36 Affirmative Action for Handicapped Workers. (41 CFR 60)
(c) Orders exceeding $10,000 also include:
52.222-20 Xxxxx-Xxxxxx Public Contract Act.
52.222-26 (b) Equal Opportunity, (41 CFR 60)
52.222-35 Affirmative Action for Special Disabled and Vietnam Era
Veterans. (41 CFR 60)
52.222-37 Employment Reports on Special Disabled Veterans and Veterans
of the Vietnam Era.
(d) Orders exceeding $100,000 also include:
52.203-6 Restrictions on Subcontractor Sales to the Government.
52.203-7 Anti-Kickback Procedures.
52.203-11 Certification and Disclosure Regarding payments to Influence
Certain Federal Transaction
52.203-12 Limitations on Payments to Influence Certain Federal
Transactions.
52.215-2 Audit-Negotiation. If the Government is unable or unwilling in
a timely manner to conduct any audit of Seller's books or records, an
audit may be conducted by mutually acceptable independent certified
public accounting firm.
52.219-8 Utilization of Small, Small Disadvantaged and Women-Owned Small
Business Concerns...
52.222-4 Contract Work Hours and Safety Standards Act - Overtime
Compensation. Buyer may withhold or recover from Seller such sums as the
Contracting Officer withholds or recovers from Buyer because of
liabilities of Seller or its subcontractors under this clause.
52.223-2 Clean Air and Water.
52.223-13 Certification of Toxic Chemical Release Reporting.
00-000-00 Toxic Chemical Release Reporting.
52.227-2 Notice and Assistance Regarding Patent and Copyright
Infringement.
52.244-5 Competition in Subcontracting.
52.247-63 Preference for U.S. Flag Air Carriers.
52.247-64 (Alternate 1) Preference for Privately Owned U.S. Flag
commercial Vessels.
252.203-7001 Special Prohibition on Employment.
252.209-7000 Acquisition for Subcontractors Subject to On-site
Inspection Under the INF Treaty.
252.247.7023 Transportation of Supplies by Sea.
252.249-7002 Notification of Proposed Program Termination or Reduction.
1/96 Edition 8
(e) Orders exceeding $500,000 also include:
52.219-9 Small Business and Small Disadvantaged Business Subcontracting
Plan, in which "Contracting Officer" means Buyer's Purchasing
Representative in the first sentence of subparagraph (c).
252.249-7001 Notification of Substantial Impact on Employment.
18. SPECIAL PROVISIONS:
(a) Jigs and Fixtures: In manufacture of items to be supplied hereunder.
Seller shall use jigs, fixtures, and/or other devices or appliances, in
all processes where such use is conductive to interchangeability for
uniformity of the product, or such character as will reduce the need for
selective assembly.
(b) Indemnification:
(1) Seller hereby indemnifies Buyer and agrees to hold Buyer harmless
from any and all violations of import/export laws and regulations
of the United States which result either directly or indirectly
from Seller's acts or omissions to act.
(2) By acceptance of this purchase order, Seller hereby agrees to
indemnify, hold harmless, and exonerate Buyer for any losses or
damages, resulting from any claim, action, proceeding or suit
relating to the Seller's violation of the provisions of Subsection
27 of the Office of Federal Procurement Policy Act (41 U.S.C. 423),
Procurement Integrity. In addition to any other remedies that Buyer
may have, Seller shall defend at its expense, any such claim
action, proceeding or suit against Buyer or its Customer(s) and
shall pay all costs and damages incurred either through judgment or
settlement. Seller further agrees to provide Buyer with
certifications of compliance with the provisions of the Act if
required to do so.
1/96 Edition 9
Attachment 40-0100 Release 001
01 April 1998
XXXXXX SPACE AND COMMUNICATIONS COMPANY
MODIFICATIONS TO VARIOUS PURCHASE ORDER ATTACHMENTS
A. Modify the Purchase Order Attachments cited below as directed:
1. For all Federal Acquisition Regulation references in the Purchase Order
Attachments cited below, insert the following language at the onset of
each clause:
"Contract Officer/Government: references shall be read to indicate
`Buyer' `Contractor' shall be read to indicate the `supplier'."
2. Modify Xxxxxx Aircraft Company Purchase Order General Provisions and
Shipping Instructions, GL - 21 as follows:
a. Add the following clauses to Paragraph 17, Clauses Applicable to All
Government Work:
52.203-3 Gratuities (APR 1984)
52.203-5 Covenant Against Contingent Fees (APR 1984)
52.203-8 Cancellation, Recission and Recovery of Funds for
Illegal or Improper Activity (JAN 1997)
52.203-10 Price or Fee Adjustment for Illegal or Improper Activity
(JAN 1997)
52.209-6 Protecting the Government's Interest when subcontracting
with Contractors Debarred, Suspended, or Proposed for
Debarment (SEP 1990)
18-52.219-75 Small Business and Small Disadvantaged Business
Subcontracting Reporting (SEP 1992)
52.222-3 Convict Labor (APR 1984)
52.223-6 Drug Free Work Place (JUL 1990)
52.225-3 Buy American Act - Supplies (JAN 1994)
52.227-14 Rights in Data-General (JUN 1987), as modified by NASA
FAR Supplement 18.52.227-14, Alternate II (JUN 1987)
52.227-21 Technical Data Certification, Revision and Withholding
of Payment Major Systems (JUN 1987)
52.244-6 Subcontracts for Commercial Items and Commercial
Components (OCT 1995)
18-52.221-70 Safety and Health (DEC 1988)
18-52.227-70 New Technology (JUL 1995)
18-52.244-70 Geographic Participation in the Aerospace Program (APR
1985) $100,000 Threshold
18-52.245-70 Acquisition of Centrally Reportable Equipment (JUN 1997)
1
52.203-12 Limitation on Payments to Influence Certain Federal
Transactions (JAN 1990) $100,000 Threshold
18-52.245-73 Financing Reporting of NASA Property in the Custody of
Contractors (SEP 1996)
18-52.243-71 Shared Savings (DEC 1996)
B. QUALITY AND PERFORMANCE ASSURANCE BY THE GOVERNMENT AT
SUBCONTRACTOR PLANTS
1. The Government may perform audits of quality and performance assurance
functions in accordance with seller's internal quality and performance
assurance procedures and applicable terms of this subcontract.
2. The seller shall provide for timely Government access to seller and
lower tier subcontractor facilities for these purposes.
3. Government audits of quality and performance assurance functions shall
not relieve the seller of any of its responsibilities under this
subcontract.
4. All seller documentation data, and analysis generated for, or
applicable to, this subcontract, whether formal or informal, shall be
made available to the Government upon request.
C. DESIGNATION OF THE NEW TECHNOLOGY REPRESENTATIVE AND PATENT REPRESENTATIVE
1. For purposes of administration of the clause of this subcontract
entitled "New Technology" or "Patent Rights" - Retention b the
Contractors (Short Form)": whichever is included, the following
named representatives are hereby designated to administer such clause:
Title Office Code Address
-----------------------------------------------------------------------------
New Technology Representative 000 Xxxxxxx Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Patent Representative 000 Xxxxxxx Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
D. RIGHTS IN DATA GENERAL (52.227-14) as modified by NASA FAR Supplement
18-52.227-14 ALTERNATE II (JUN 1987)
(a) Definitions
"Computer Software," as used in this clause, means computer programs,
computer data bases, and documentation thereof.
"Data," as used in this clause, means recorded information, regardless of
form or the media on which it may be recorded. The term includes technical
data and computer software. The term does not include information
incidentals to contract administration, such as financial, administrative,
cost or pricing, or management information.
"Form, fit, and function data," as used in this clause, means data
relating to items, components, or processes that are sufficient to enable
physical and functional interchangeability, as well as data identifying
2
source, size, configuration, mating, and attachment characteristics,
functional characteristics, and performance requirements, except that for
computer software it means data identifying source, functional
characteristics, and performance requirements but specifically excludes the
source code, algorithm, process, formulae, and flow charts of the software.
"Limited-Rights," as used in this clause, means the rights of the
Government in limited rights data as set forth in the Limited Rights Notice
of subparagraph (g)(2) if included in this clause.
"Limited-Rights data," as used in this clause, means data (other than
computer software) that embody trade secrets or are commercial or
financial and confidential or privileged, to the extent that the data
pertain to items, components, or processes developed at private expense,
including minor modifications thereof.
"Restricted computer software," as used in this clause, means computer
software developed at private expense and that is a trade secret; is
commercial or financial and is confidential or privileged; or is published
copyrighted computer software, including minor modifications of such
computer software.
"Restricted rights," as used in this clause, means the rights of the
Government in restricted computer software, as set forth in the Restricted
Rights Notice of subparagraph (g)(3) if included in this clause, or as
otherwise may be provided in a colladeral agreement incorporated in and
made part of this contract, including minor modifications of such computer
software.
"Technical data," as used in this clause, means data (other than
computer software) which are of a scientifical or technical nature.
"Unlimited Rights," as used in this clause, means the rights of the
Government to use, disclose, reproduce, prepare derivative works,
distributed copies to the public, and perform publicity and display
publicity, in any manner and for any purpose, and to have or permit others
to do so.
(b) Allocation of rights. (j) Except as provided in Paragraph (c) of this
clause regarding copyright, the Government have unlimited rights in -
(i) Data first produced in the performance of this company;
(ii) Form, fit, and function data delivered under this contract;
(iii) Data delivered under this contract (except for restricted
computer software) that constitute manuals or instructional and training
material for installation, operation, or routine maintenance and repair of
items, components, or processes delivered or furnished for use under this
contract; and
(iv) All other data delivered under this contract unless provided
otherwise for limited rights data or restricted computer software in
accordance with paragraph (g) of this clause.
(2) The Contractor shall have the right to -
(i) Use, release to others, reproduce, distribute, or publish any
data first produced or specifically used by the Contractor in the
performance of this contract unless provided otherwise in paragraph (d) of
this clause:
(ii) Protect from unauthorized disclosure and use those data which
are limited rights data or restricted computer software to the extent
provided in paragraph (g) of this clause:
(iii) Substantiate use of, add, or correct limited rights,
restricted rights, or copyright notices and to take other appropriate
action, in accordance with paragraphs (e) and (f) of this clause: and
(iv) Establish claim to copyright subsisting in data first
produced in the performance of this contract to the extent provided in
subparagraph (c)(1) of this contract.
3
(c) Copyright. (1) Data first produced in the performance of this contract.
Unless provided otherwise in paragraph (d) of this clause, the Contractor
may establish, without approval of the Contracting Officer, claim to
copyright subsisting in scientific and technical articles based on or
containing data first produced in the performance of this contract and
published in academic, technical or professional journals. Symposia
proceedings or similar works. The prior, express written permission of the
Contracting Officer is required to establish claim to copyright subsisting
in all other data first produced in the performance of this contract. When
a claim to copyright is made, the Contractor shall affix the applicable
copyright notices of 17 U.S.C. 401 or 402 and acknowledgement of Government
sponsorship (including contract number) to the data when such data are
delivered to the Government, as well as when the data are published or
deposited for registration as a published work in the U.S. copyright
Office. For data other than computer software the Contractor grants to the
Government, and others acting on its behalf, a paid-up, nonexclusive,
irrevocable, worldwide license in such copyrighted data to reproduce,
prepare derivative works. Distribute copies to the public, and perform
publicity and display publicity by or on behalf of the Government. For
computer software, the Contractor grants to the Government and others
acting on its behalf, a paid-up nonexclusive, irrevocable worldwide license
is such copyrighted computer software to reproduce, prepare derivative
works, and perform publicly and display publicly by or on behalf of the
Government.
(2) Data not first produced in the performance of this contract. The
Contractor shall not, without prior written permission of the Contracting
Officer. Incorporate in data delivered under this contract any data not
first produced in the performance of this contract and which contains the
copyright notice of 17 U.S.C 401 or 402, unless the Contractor identifies
such data and grants to the Government, or acquires on its behalf, a
license of the same scope as set forth in subparagraph (c)(1) of this
clause; provided however, that if such are computer software the Government
shall acquire a copyright license as set forth if subparagraph (g)(3) of
this clause if included in this contract or as otherwise may be provided in
a collateral agreement incorporated in or made part of this contract.
(3) Removal of notices. The Government agrees not to remove any
copyright notices placed on data pursuant to this paragraph (c), and to
include such notices on all reproductions of the data.
(d) Release, publication and use of data. (1) The Contractor shall have the
right to use, release to others, reproduce, distribute, or publish any data
first produced or specifically used by the Contractor in the performance of
this contract, except to the extent such data may be subject to the federal
export control or national security laws or regulations, or unless
otherwise provided in this paragraph of this clause or expressly set forth
in this contract.
(2) The contractor agrees that to the extent it receives or is given
access to data necessary for the performance of this which contains
restrictive markings, the contractor shall treat the data in accordance
with such markings unless other wise specifically authorized in writing by
the Contracting Officer,
(3) (NFS 18-52.227-14 addition)
(i) the contractor agrees not to establish claim to copyright nor
to publish or release to others any computer software first produced in the
performance of this contract without the prior written permission of the
Contracting Officer.
(ii) If the Government desires to obtain copyright in computer
software first produced in the performance of this contract and permission
has not been granted as set forth in paragraph (d)(3)(I) of this clause,
the Contracting Officer may direct the contractor to assert, or authorize
the assertion of, claim to copyright in such data and to assign, or obtain
the assignment of, such copyright to the Government or its designated
assignee.
(iii) Whenever the word "establish" is used in this clause, with
reference to a claim to copyright, it shall be construed to mean "assert".
4
(e) Unauthorized markings of data. Notwithstanding any other provisions of
this contract concerning inspection or acceptance, if any data delivered
under this contract are marked with the notices specified in subparagraph
(g)(2) or (g)(3) of this clause and use of such is not authorized by this
clause, or if such data bears any contract, the Contracting Officer may at
ant time either return the data to the Contractor, or cancel or ignore the
markings. However, the following procedure shall apply prior to canceling
or ignoring markings.
(i) The Contracting Officer shall make written inquiry to the
Contractor affording the Contractor 30 days from receipt of the inquiry to
provide written justification to substantiate the property of the markings.
(ii) If the Contractor fails to respond or fails to provide written
justification to substantiate the propriety of the markings within the 30-
day period (or a longer time not exceeding 90 days approved in writing by
the Contracting Officer for good cause shown), the Government shall have
the right to cancel or ignore the markings at any time after said period
and the data will no longer be made subject to any disclosure prohibitions.
(iii) If the Contractor provides written justification to substantiate
the propriety of the markings within the period set in subdivision
(e)(1)(I) of this clause, the Contracting Officer shall consider such
written justification and determine whether or not the marking are to be
cancelled or ignored. If the Contracting Officer determines that the
markings are authorized, the Contractor shall be notified in writing. If
the Contracting Officer determines, with concurrence of the head of the
contracting activity, that the markings are not authorized, the Contracting
Officer shall furnish the Contractor with written determination, which
determination will become the final agency decision regarding the
appropriateness of the markings unless the Contractor files suit in a court
of competent jurisdiction within 90 days of receipt of the Contracting
Officer's decision. The Government shall continue to abide by the markings
under this subdivision (e)(1)(iii) until final resolution of the matter
either by the Contracting Officer's determination becoming final (In which
instance the Government shall thereafter have the right to cancel or ignore
the markings at any time the data will no longer be made subject to any
disclosure prohibitions), or by final disposition of the matter by court
decision if suit is filed.
(2) The time limits in the procedures set forth in subparagraph
(e)(1) of this clause may be modified in accordance with agency regulations
implementing the Freedom of Information Act (5 U.S.C. 552) if necessary to
respond to a request thereunder.
(3) This paragraph (e) does not apply if this contract is for a major
system or for support of a major system by a civilian agency other than
NASA and the U.S. Coast Guard agency subject to the provisions of Title III
of the Federal Property and Administrative Services Act of 1949.
(4) Except to the extent the Government's action occurs as the result
of final disposition of the matter by a court of competent jurisdiction,
the Contractor is not precluded by this paragraph (e) from bringing a claim
under the Contract Disputes Act, including pursuant to the Disputes clause
of this contract, as applicable, that may arise as the result of the
Government removing or ignoring authorized markings on data delivered under
this contract.
(f) Omitted or incorrect markings.
(1) Data delivered to the Government without either the limited rights
or restricted rights notice as authorized by paragraph (g) of this clause,
or the copyright notice required by paragraph (e) of this liability for the
disclosure, use, or reproduction of such data. However, to the extent the
data has not been disclosed without restriction outside the Government, the
Contractor may request, within 6 months (or a longer time approved by the
Contracting Officer for good cause shown) after delivery of such data,
permission to have notices placed on qualifying data at the Contractor's
expense, and the Contracting Officer may agree to do so if the Contractor-
(i) Identifies the data to which the omitted notice is to be
applied;
5
(ii) Demonstrates that the omission of the notice was inadvertent;
(iii) Establishes that the use of the proposed notice is
authorized: and
(iv) Acknowledges that the Government has no liability with
respect to the disclosure, use, or reproduction of any such data made prior
to the addition of the notice or resulting from the omission of the notice.
(2) The Contracting Officer may also (I) permit correction at the
Contractor's expense of incorrect notices if the Contractor identifies the
data on which correction of the notice is to be made, and demonstrates that
the correct notice is authorized, or (ii) correct any incorrect notices.
(g) Protection of limited rights data and restricted computer software.
(1) When data other than that listed in subdivisions (b)(1)(i), (ii),
and (iii) of this clause are specified to be delivered under this contract
and qualify as either limited rights data or restricted computer software,
if the Contractor desires to continue protection of such data, the
Contractor shall withholding, the Contractor shall identify the data being
withheld and furnish form, fit, and function data in lieu thereof. Limited
rights data that are formatted as a computer data base for delivery to the
Government are to be treated as limited rights data and not restricted
computer software.
(2) Notwithstanding subparagraph (g)(1) of this clause, the contract
may identify and specify the delivery of limited rights data that has been
withheld or would otherwise be withholdable. If delivery of such data so
required, the Contractor may affix the following "Limited Rights Notice" to
the data and the Government will thereafter treat the data, subject to the
provisions of paragraphs (e) and (f) of this clause, in accordance with
such Notice:
LIMITED RIGHTS NOTICE (JUN 1987)
(a) These data are submitted with limited rights under Government contract
No. NASS-98069, Xxxxxx Space & Communications Company subcontract/purchase
order No.____________________. These data may be reproduced and used by
the Government with the express limitation that they will not, without
written permission of the Contractor, be used for purposes of manufacture
nor disclosed outside the Government; except that the Government may
disclose these data outside the Government for the following purposes, if
any, provided that the Government makes such disclosure subject to
prohibition against further use and disclosure:
(i) Use (except for manufacture) by support service contractors.
(ii) Evaluation by non-government evaluators.
(iii) Use (except for manufacture) by other contractors
participating in the Government's program of which the specific contract is
a part, for information and use in connection with the work performed under
each contract.
(b) This Notice shall be marked on any reproduction of these data, in
whole or in part.
(End of notice)
(3) (Reserved).
(h) Subcontracting. The Contractor has the responsibility to obtain from
its subcontractor all data and rights therein necessary to fulfill the
Contractor's obligations to the Government under this contract. If a
subcontractor refuses to accept terms affording the Government such rights,
the Contractor shall promptly bring such refusal to the attention of the
Contracting Officer and not proceed with subcontract award without further
authorization.
6
(i) Relationship to patents. Nothing contained in this clause shall imply
a license to the Government under any patent or be construed as affecting
the scope of any license or other right otherwise granted to the
Government.
E. POTENTIALLY HAZARDOUS ITEMS (NASA FAR SUPP. 18-52.223-72)
1. This clause applies to subcontracts requiring delivery of the
following categories of materials such as pyrotechnics, pressure
systems, propellants, flammables, solvents, fuel oxidizers, batteries,
electrolytes, fuel oxidizers, pyros, bolt cutters, ext.
2. The supplier shall furnish complete design information and drawings
showing all details of construction, including materials, for all
potentially hazardous items. These items or components are designated
as potentially hazardous to employees and subcontractors who are to
perform work in connection with installing them in combination with
other equipment, or in testing them either alone or in combination
with other items or components, or in handling them. The supplier
shall inform such employees or subcontractors of the potentially
hazardous nature of these items or components before requesting or
directing the performance of the work.
3. This requirement for the delivery of data supersedes any terms of this
contract permitting withholding of data.
4. This clause, including this paragraph D, shall be included in each
subcontract at any tier that calls for the manufacture or handling of
potentially hazardous items or components as defined in paragraph A
above.
F. SUBCONTRACTING PLAN AND REPORTS FOR SMALL BUSINESS AND SMALL DISAVANTAGED
BUSINESS CONCERNS
1. This clause is not applicable to subcontracts with small business and
small disadvantaged business or to subcontracts valued at less than
$500,000.
2. FAR clause 52.219-9, "Small Business and Small Disadvantaged Business
Subcontracting Plan", included in this subcontract requires the
submission of a Subcontracting Plan prior to award of a subcontract,
and submission of status reports. The reports shall be submitted as
set forth in "C" and "D" of this clause.
3. The Seller shall prepare and submit Standard Form 294 (Rev. 1-90)
"Subcontracting Report for Individual Contracts" in accordance with
the instructions on the back of the form. The SF 294 must be
submitted to: Contracting Officer, Code 254.6, NASA/Xxxxxxx Space
Xxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 on a semi-annual basis. Seller
shall provide a copy of each report to Buyer's Procurement
Representative. A final SF 294 must be submitted after subcontract
completion. The final SF 294 submittal must be received no later than
the due date for what would have been the next periodic report.
4. The Seller shall prepare and submit Standard Form 295 (Rev. 1-90),
"Subcontracting Report for Individual Contracts" in accordance with
the instructions on the back of the form and in accordance with NASA
FAR Supplement clause 18-52.219-75, "Small Business and Small
Disadvantaged Business Subcontracting Reporting. The SF 294 must be
submitted to NASA, Office Procurement (HM), Xxxxxxxxxx, X.X. 000000 on
a quarterly basis no later than 30 days after the close of each
reporting period which end: December 31, March 31, June 30, and
September 30. Seller shall provide a copy of each report to Buyer's
Procurement Representative.
G. RELEASE OF INFORMATION
It is NASA policy to encourage publication of scientific and technological
advances and information developed under its contracts. However,
publication or distribution of such data requires prior clearance
7
from NASA. Likewise, any news release, including photographs and films,
public announcements, denial or confirmation of same on any part or phase
of the subject matter of this subcontract requires similar approval.
Requests for approval shall be received by Buyer's Procurement
Representative at least 20 working days prior to the desired publication,
distribution or release date.
H. CONTRACTOR ASSISTANCE
NASA has retained the services of the following organizations for technical
assistance in management of the GOES N,O, P, Q Program; UNIYSYS CORP;
XXXXXX AND ASSOCIATES; XXXXXXXX XXXXXXX CORPORATION, AND; XXXXXXX & XXXX.
In addition, NASA may designate additional organizations.
Seller agrees to cooperate with personnel of the designated organizations
by providing access to technical and schedule data, authorizing attendance
at meetings, engaging in technical discussions and entering into agreements
which will allow access to proprietary data and will protect disclosed
data.
J. FINANCIAL REPORTING OF GOVERNMENT-OWNED/CONTRACOR-HELD PROPERTY
The Seller shall prepare and submit annually a NASA Form 1018, Report of
Government-Owned/Contractor-Held Property, in accordance with 18-45.505-14
and the instructions on the form and in section 18-45.7101 of the NASA FAR
Supplement, except that the reporting of space hardware shall be required
only as directed in clause 18-52.245-78, Space Hardware Reporting, of this
contract, if applicable.
Then annual reporting period shall be from July 1 of each year to June 30
of the following year. The report shall be submitted by July to the
following:
Xxxxxx Space & Communications Company
X.X. Xxx 00000
Xxx Xxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
Bldg. S41, Mail Station A330
8
XXXXXX AIRCRAFT COMPANY
PURCHASE ORDER ATTACHMENT GL-14
INSURANCE PROTECTION, INDEMNIFICATION, AND SECURITY REQUIREMENTS
----------------------------------------------------------------
I. Prior to initiation of work, Seller shall deposit with Buyer's Purchasing
Representative evidence of adequate insurance protection in the form of
certificates. The amounts shall not be less then the amounts specified
below, or such other amounts as specified in advance in writing by Buyer's
Insurance Office
Insurance Coverage Limits of Liability
-------------------------------------------------------------
A. Worker's Compensation Statutory
B. Employer's Liability $ 5000,000 Each Accident
$ 500,000 Disease-Policy Limit
$ 500,000 Disease-Each Employee
C. General Liability $ 500,000 Combined Single Limit
(Bodily Injury & Property Damage) Each Occurrence
D. Automobile Liability $ 500,000 Combined Single Limit
(Bodily Injury & Property Damage) Each Occurrence
II. Seller agrees to waive any rights of subrogation which Seller may have
against Buyer under applicable Worker's Compensation Status. The insurance
certificates must include Buyer as an additional insured. All certificates
of insurance shall provide that the insurer give thirty (30) days written
notice to the Buyer prior to the effective date of expiration, any material
change, or cancellation. Said notice shall be submitted to Buyer's
Purchasing Representative.
III. Notwithstanding the forgoing requirements, Seller shall indemnify and hold
harmless Buyer, its office, employees, agents, and invitees from and
against all claims, judgements liabilities, losses, injuries and damages of
every nature (including incidental costs and expenses) caused by the acts
or omissions to act by the Seller, its officers, employees, agents,
invitees or vendors, directly or indirectly arising out of the performance
of this purchase order or any act or failure to act by subcontractors or
suppliers of the Seller. Seller agrees that its employees shall work at
Seller's risk, except as to damage or injuries caused directly by Buyer's
agents or employees.
IV. Seller and its employees shall comply with all applicable State and local
laws, ordinance codes and regulations, and all applicable Federal laws,
Executive Orders, and Government Regulations; and Seller hereby indemnifies
and agrees to hol Buyer harmless from and against all liabilities and
penalties imposed for failure to do so.
V. Seller agrees that all its personnel who, pursuant to this purchase order,
will be on Buyer's premises shall have appropriate authorization issued by
Buyer's Security Office prior to being accorded access to Buyer's premises.
Buyer will furnish the necessary security forms and Seller shall secure
their execution and return to Buyer's Buyer's Security Office at least
twenty-four (24) hours prior to the desired access to premises. Denial of
access because of failure to comply with Buyer's security procedures shall
not be basis for breach, nor substantiate any other claim whatsoever by the
Selller.
9/91 Edition
1
Purchase Order Attachment GL-17
Optional FAR/DFARS Clauses
--------------------------
The following Federal Acquisition Regulation (FAR) Clauses and Department of
Defense Supplement Clauses (DFARS) are added to and made a part of the Purchase
Order General Provisions effective for this Purchase Order.
ONLY THOSE CLAUSES CITED ON THE FACE OF OR IN THE TEXT OF THIS ORDER ARE
INCORPORATED BY THIS REFERENCE.
FAR/DFARS
REFERENCES TITLE
---------- -----
A. Reserved
B. 52.215-22 Price Reflection for Defective Cost or Pricing Data. Buyer's
prime contract contains the clause. The obligation which FAR
clause 52.215-24 in the prime contract requires the
subcontractors are required of Seller. In addition to any
other remedies provided by law or under this Order, if Buyer
is subjected to any liability as the result of Seller's or
lower-tier subcontractors' failure to comply with the of
clause 52.215-24, then Seller agrees to indemnify and hold
Buyers harmless to the full extent of any loss, damage or
expenses resulting from such failure.
C. 52-215.23 Price Reflection for Defective Cost or Pricing Data. Buyer's
prime contract contains their clause. The obligation which
FAR clause 52.215-25 in the prime contract requires the
subcontractors are required of Seller. In addition to any
other remedies provided by law or under this Order, if Buyer
is subjected to any liability as the result of Seller's or
lower-tier subcontractors' failure to comply with the of
clause 52.215-25, then Seller agrees to indemnify and hold
Buyers harmless to the full extent of any loss, damage or
expenses resulting from such failure.
D. 52.215.24 Subcontractor Cost or Pricing Data. The certificate required
by paragraph (b) is Buyers Form 9784A CS.
E. 52.215-25 Subcontractor Cost or Pricing Data Modifications. The
certificate required by paragraph (c) is Buyer's Form 9784A
CS.
F. Authorization and Comment (Alternate 1)
G. Reserved
H. 52.227-9 Refund and Royalties
I. 52.227-11 Patent Rights- Retention by the Contractor (Short Form). In
addition, FAR 52.227-12 in hereby deleted from Buyer's
Purchase Order General Provisions.
J. 52.227-13 Patent Rights- Acquisition By The Government. In addition,
FAR 52.227-12 is hereby deleted from Buyer's Purchase Order
General Provisions.
K. 52.229-4 Federal, State, and Local taxes (Non-competitive Contract).
"Government" means Buyer except in the definition of
"Excepted Tax" and "Contracting Officer" means Buyer's
Purchasing Representative. FAR 52.229-3 in hereby deleted
from Purchase Order General Provisions.
10/96 Edition 1
L. 52.230-2 Cost Accounting Standards. Paragraph(b) of the clause is
deleted. Seller shall communicate and otherwise deal directly
with the Contracting Officer to the extent practicable and
permissible as to all matters relating to Cost Accounting
Standards. Seller shall provide Buyer with copies of all
communications between Seller and the Contracting Officer
respecting this clause and clause 52.230-6, provided Seller
shall not be required to disclose to Buyer such
communications containing information which is privileged and
confidential to the Seller. In addition to any other remedies
provided by law or under this Order, Seller agrees to
indemnity and hold Buyer harmless to the full extent of any
loss, damage or expense if Buyer is subjected to any
liability as the result of a failure of the Seller or its
lower-tier subcontractors to comply with the requirements of
this clause or clause 52.230-6.
M. 52.230-6 Administration of Cost Accounting Standards.
N. 52.230-3 Disclosure and Consistency of Cost Accounting Practices.
Paragraph(b) of the clause is deleted. Seller shall
communicate and otherwise deal directly with the Contracting
Officer to the extent practicable and permissible as to all
matters relating to Cost Accounting Standards. Seller shall
provide Buyer with copies of all communications between
Seller and the Contracting Officer respecting this clause and
clause 52.230-6, provided Seller shall not be required to
disclose to Buyer such communications containing information
which is privileged and confidential to the Seller. In
addition to any other remedies provided by law or under this
Order, Seller agrees to indemnity and hold Buyer harmless to
the full extent of any loss, damage or expense if Buyer is
subjected to any liability as the result of a failure of the
Seller or its lower-tier subcontractors to comply with the
requirements of this clause or clause 52.230-6.
O. 52.230-5 Cost Accounting Standards-Educational Instructions. Paragraph
(b) of the clause is deleted. Seller shall communicate and
otherwise deal directly with the Contracting Officer to the
extent practicable and permissible as to all matters relating
to Cost Accounting Standards. Seller shall provide Buyer with
copies of all communications between Seller and the
Contracting Officer respecting this clause and clause 52.230-
6, provided Seller shall not be required to disclose to Buyer
such communications containing information which is
privileged and confidential to the Seller. In addition to any
other remedies provided by law or under this Order, Seller
agrees to indemnity and hold Buyer harmless to the full
extent of any loss, damage or expense if Buyer is subjected
to any liability as the result of a failure of the Seller or
its lower-tier subcontractors to comply with the requirements
of this clause 52.230-6.
P. 52.237-2 Protection of Government Buildings, Equipment, and
Vegetation.
Q. Reserved
R. 52.245-2 Government Property (Fixed-Price Contracts) (Alternate 1).
This provision is only applicable with the prior approval of
Buyer's Contracting Officer.
. "Contracting Officer" means Buyer's Purchasing Representative
. "Government" means U. S. Government or Buyer.
. The fourth sentence of paragraph (b) is changed to read:
"Neither the Government nor the Buyer shall be liable."
S. 52.245-17 Special Tooling. "Contracting Officer" means Buyer's
Purchasing Representative, and "Government" means Buyer
except in paragraph (c) where it means U. S. Government or
Buyer. The term "90 days" is changed to "120 days" in
paragraph (f).
T. 52.245-18 Special Test Equipment. "Contracting Officer" means Buyer's
Purchasing Representative. In paragraph (b)(4), "Government-
owned" means Buyer-owned and/or Government-owned. The term
"30 days" in the second sentence of paragraph (b) and in the
second and third sentence of paragraph (c) is changed to "45
days."
10/96 Edition 2
U. 52.246-23 Limitation of Liability.
V. 52.246-24 Limitation of Liability - High-Value Items. This Provision is
only applicable with the prior written approval of the
Buyer's Contracting Officer. Insert the following preamble
before paragraph (a) of the clause. This clause shall apply
only to those items identified in this Order as being subject
to the clause."
W. 52.246-25 Limitation of Liability - Services Contract.
X. Reserved
Y. 252.225-7026 Reporting of Contract Performance Outside the United States.
Z. Reserved
AA. 252.225-7001 Buy-American Act and Balance of Payments Program.
"Government" means Buyer or U. S. Government as applicable.
BB. 252.225-7007 Trade Agreements Act. "Government" means Buyer or U. S.
Government or applicable.
CC. 52.215-27 Termination of Defined Benefit Pension Plans. "Contracting
Officer" shall mean Buyer.
DD. 52.215-39 Revisions or Adjustment of Plans for Post retirement Benefit
Other than Pensions (PRB). "Contracting Officer" shall mean
Buyer.
EE. 252.225-7002 Qualifying Country Sources as Subcontractors.
FF. 252.235-7003 Frequency Authorization. "Contracting Officer" means Buyer's
Purchasing Represenative.
GG. Reserved
HH. Reserved
II. 52.225-7 Balance of Payments Program.
JJ. 52.225-9 Buy-American Act - Trade Agreements Act - Balance of Payments
Program.
KK. 252.225-7027 Limitations on Sales Commissions and Fees.
LL. 252.227-7036 Certification of Technical Data Conformity.
MM. Reserved
NN. 52.232-16 Progress Payments. Buyer's contract provides for progress
payments in accordance with the cited PAR provision. A
request for progress payments will not be considered as a
handicap or adverse factor in the award of Purchase Order.
Seller certifies that if awarded progress payments, it has an
accounting system which will adequately accumulate costs and
accommodate progress payments. All invoicing by Seller shall
be on a properly completed and submitted SF1443. All
references to "Contracting Officer" and "Government" shall
mean Buyer in all instances within the clauses except in
sections (a), (1) (z), and in those subparagraphs involving
vesting of title and title of loss.
OO. 52.232-16 Progress Payments (Small Business) (Alternate 2). Buyer's
contract provides for progress payments in accordance with
the cited FAR provision. A request for progress payments will
not be considered a handicap or adverse factor in the award
of Purchase Orders. Seller
10/96 Edition 3
certifies that if awarded progress payments, it has an
accounting system which will adequately accumulate costs and
accommodate progress payments. All invoicing by Seller shall
be a properly completed and submitted SF1443. All references
to "Contracting Officer involving
PP. Reserved
QQ. Reserved
RR. 252.232-7003 Flexible Progress Payments. Buyer's contract allows flexible
progress payments in accordance with the cited DFARS
provision. References to "Government" in paragraphs (c) and
(d) shall mean Buyer.
THE TEXT OF THIS DOCUMENT SHALL NOT BE CHANGED EXCEPT BY WRITTEN AGREEMENT
BETWEEN BUYER AND SELLER
10/96 Edition 4
PURCHASE ORDER ATTACHMENT SS-01
CONTRACT AND CONSULTANT SERVICES CONTRACTS
I. PERFORMANCE. Seller shall use its best efforts, shall perform or assign
work personnel satisfactory to Buyer, shall perform the work in accordance
with the highest standards, shall effect completion of each assigned task
on or before the date specified, if any, and shall pay promptly, when due,
all claims by Seller's personnel for services relating to the work.
II. Deleted by HSC
III. TIME. Time is of the essence; however, Seller shall not be liable for any
delay in performance due to causes beyond Seller's reasonable control and
without Seller's fault or negligence.
IV. SECURITY. When access to Buyer's facility is required by Seller or
Seller's personnel in the performance of services under this agreement,
Seller shall secure and execute Buyer's security forms furnished by the
Buyer for facility access. These forms shall be returned at least twenty-
four (24) hours prior to the desired access. If access to classified
information is required in performance of the services, Seller shall meet
the security clearance requirements of the U. S. Government as set forth
in the current edition of the Industrial Security Manual for Safeguarding
Classified Information (Attachment to DD Form 441). In the event such
security clearance requirements are not met by Seller, this agreement
shall be of no force or effect. Seller agrees that all of Seller's
personnel who, pursuant to this agreement, will have access to classified
information shall have appropriate personal security clearances which are
still in effect, prior to being accorded access to such information.
Seller shall at all times safeguard all classified information received,
generated or reproduced during the performance of this agreement in
accordance with the provisions of the current edition of the DoD Security
Manual (Attachment to DD Form 441).
V. ACCESS TO PLANT PROPERTY. Without limiting Seller's obligations under
Clause IV. above, Seller shall comply with all rules and regulations
established by Buyer for access to and activities in and around Buyer's
plants and properties.
VI. RELATIONSHIP.
A. For service contracts, Seller and all individuals assigned by the
Seller to assist the Buyer will, at all times during the performance
of this agreement and in connection with any services rendered to
Buyer, be considered employees of Seller. No relationship of employer-
employee is created by this agreement or by Seller's service.
B. For consultant services contracts, Seller will at all times during the
performance of this agreement and in connection with any services
rendered by Buyer, be considered an independent contractor.
Seller hereby acknowledges that Buyer is not obligated to provide
Worker's Compensation Insurance covering Seller's personnel or any
other employee insurance or benefits of Buyer. Seller is notified that
Buyer considers the Federal Insurance Contributions Act and the
withholding provisions of the Federal or State Revenue Codes as not
being applicable to any payments by Buyer to Seller pursuant to this
agreement.
VII. INSURANCE. Seller shall comply with Buyer's Attachment GL-14, "Insurance
Protection, Indemnification and Security Requirements", and said
attachment is incorporated into this agreement by this reference. However,
if Seller is an individual who will personally perform all the work,
Seller shall not be required to submit evidence of Worker's
The text of this document shall not be changed except by written agreement
between Buyer and Seller.
6/97 Edition Page 1 of 3
PURCHASE ORDER ATTACHMENT SS-01 (continued)
Compensation of Employer's Liability Insurance.
VIII. DISCLOSURE OF INFORMATION.
A. Deleted by HSC.
B. Any information disclosed by personnel of Buyer or observed within
any facility of Buyer, will be used only by said personnel or agents
of Seller in performing under this purchase order and shall not
otherwise be disclosed to others except to Buyer's personnel on a
need-to-know basis in performing under said purchase order. The
foregoing restrictions shall not apply to documented information
already in possession of Seller, already in the public domain, or
received from a third party without restrictions.
C. Information which is disclosed to any employee of Buyer or submitted
as a deliverable item during or as a result of Seller's performance
under this purchase order, shall not be deemed disclosed or received
in confidence unless pursuant to an agreement in writing between
Buyer and Seller or predetermined and agreed to in this agreement.
D. The obligations of confidentiality and restrictions on use and
disclosure set forth herein shall survive completion or termination
of the purchase order into which this attachment is incorporated.
IX. Deleted by HSC.
X. Deleted by HSC.
XI. INDUSTRIAL PROPERTY RIGHTS AGREEMENT. Whenever an employee of Seller
performs services under this agreement in Buyer's facilities with
personnel of Buyer, excluding the attending of meetings, Seller consents
to said employee by signing the "Industrial Property Rights Agreement"
attached as Exhibit "A" and incorporated by this reference, and agrees
that any conflicts with Seller agreements with said employee shall be
resolved in favor of such Industrial Property Rights agreement with Buyer.
Each executed agreement shall be furnished to Buyer prior to said employee
entering Buyer's facilities.
XII. IMMIGRATION REFORM AND CONTROL ACT. Seller shall comply with the
requirements of the Immigration Reform and Control Act of 1986 and in
particular, Seller shall be responsible for the completion and maintenance
of the applicable I-9 forms. Seller hereby indemnified and agrees to hold
Buyer harmless from any and all liability, damages, and penalties imposed
by reason of Seller's failure to fully comply with said act.
XIII. TERMINATIONS.
A. In addition to any other rights of Buyer hereunder and not in
limitation thereof, this agreement may be terminated by Buyer at no
cost to Buyer upon three (3) days written notice; provided however,
that all rights of the parties under this agreement arising by calls
or work assignments from the Buyer which were issued prior to the
time of such termination shall survive such termination (see XIII.B
below).
B. Calls or work assignments under this agreement may be terminated by
Buyer by giving written notice to Seller. Upon receipt of Notice of
Termination, Seller shall terminate all work and deliver to Buyer
the results of Seller's performance to that time, including, without
limitation, the documents called for under Clauses VIII., IX., X.,
and XII. Above. In the event of such termination, Buyer shall make
to Seller, and Seller shall accept as full compensation, payment at
the rates prescribed in this agreement for travel expense as
stipulated in this agreement and work performed up to the time of
receipt of the Notice of Termination, less any and all previous
payments made, and Buyer shall then be released from further
obligation to make payments under this agreement.
The text of this document shall not be changed except by written agreement
between Buyer and Seller.
6/97 Edition Page 2 of 3
XIV. CONTROLS.
A. The Seller shall maintain careful records in such a manner as to be
able to determine at all times the exact current balance of the not-
to-exceed funds in this agreement. If at any xxxx Xxxxxx has reason
to believe that the applicable payments which will accrue in the
performance of this order in the next succeeding thirty (30) days,
when added to all other payments and costs previously accrued, will
exceed seventy-five percent (75%) of the not-to-exceed price then
set forth, Seller shall give written notice to Buyer to that effect.
B. Buyer shall not be obligated to pay Seller any amount in excess of
the not-to-exceed price set forth in this agreement, and Seller
shall not be obligated to continue performance if to do so would
exceed the price, unless and until Buyer shall have notified Seller
in writing that such no-to-exceed price has been increased and shall
have specified in such notice a revised not-to-exceed amount which
shall constitute the price for performance of the agreement. When
and to the extent that the not-to-exceed price set forth has been
increased, any time expended and authorized costs incurred by Seller
in excess of the not-to-exceed price prior to the increase shall be
allowable to the same extent as if such time expended and costs had
been incurred after such increase.
The text of this document shall not be changed except by written agreement
between Buyer and Seller.
6/97 Edition Page 3 of 3
EXHIBIT A
INDUSTRIAL PROPERTY RIGHTS AGREEMENT
I, _______________________________, in consideration of my being granted access
to Xxxxxx Aircraft Company's (hereinafter referred to as "Xxxxxx") facility for
the purpose of performing under my employer's contract with Xxxxxx, do hereby
agree as follows:
I. DISCLOSURE OF INFORMATION
A. Deleted by HSC
B. I hereby agree that any information disclosed by personnel of Xxxxxx or
observed by me within any facility of Xxxxxx will be used solely by me
in performing under my employer's contract with Xxxxxx and shall not
otherwise be used by me or disclosed to others except Xxxxxx personnel
on a need-to-know basis as required for my performance and that
documents disclosing said computer software or other information shall
not be duplicated or portions copied without prior permission of
Xxxxxx. The above restrictions shall not apply to documented
information already in my possession, to documented information already
in the public domain, or to documents rightfully received from third
party without restriction.
C. I further agree that no information which is disclosed to any Xxxxxx
employee during or as a result of my performance is to be deemed
disclosed or received in confidence unless pursuant to an agreement in
writing between Xxxxxx and my employer.
D. I agree that the restrictions on use and disclosure of information set
forth herein shall survive completion of termination of my employer's
contract with Xxxxxx.
II. COPYRIGHTABLE MATERIAL
Deleted by HSC.
II. INVENTIONS
A. Deleted by HSC.
B. Deleted by HSC.
Employer __________________________
Signature _________________________
Date ______________________________
The text of this document shall not be changed except by written agreement
between Buyer and Seller.
6/97 Edition Page 1 of 1
EXHIBIT B
Additional Terms and Conditions
The following modified terms and conditions shall apply to this Subcontract:
NUMBER TITLE DATE
------ ---------------------------------------------------------------------------- -----
GL-21 PURCHASE ORDER GENERAL PROVISIONS AND 10/96
SHIPPING INSTRUCTIONS, WITH THE FOLLOWING
MODIFICATIONS:
1. WARRANTIES, Delete this paragraph in its entirety,
and substitute the following in lieu thereof:
Seller warrants that the SSGS system will operate in accordance with the
requirements of this subcontract for a period of five years from the
date of launch of the GOES-N Satellite. Seller further warrants to Buyer
that the SSGS shall (1) be free from all defects in manufacture and
workmanship, and (2) to the extent not manufactured pursuant to designs
furnished by Buyer, be free from all defects in design. Seller further
warrants that (1) it has the right to license the Exhibit C software to
Buyer, (2) the Exhibit C software will be free of time-based and event-
based self-disabling codes, and (3) any software documentation will
faithfully and accurately support the Exhibit C software.
In the event a nonconformity, defect or error is found in the SSGS
system, Seller will repair or replace the nonconforming errant or
defective software or hardware within a reasonable time, not to exceed
90 days, after receipt of notice of the nonconformity, defect or error.
The above warranty applies if it is established that the nonconformity,
error or defect arises from the SSGS originally delivered to Buyer, as
certified by Buyer in its "Acceptance Letter", or the SSGS subsequently
modified, upgraded, replaced or substituted by Seller. In addition,
operator error that causes a malfunction to the SSGS or the GOES-N
Satellite shall not be covered by this warranty.
4. SELLER'S DATA: Revise paragraph 4(c)(1), revise the opening portion
of the sentence as follows: "To the extent that Seller establishes a
claim to statutory copyright in any data first produced in the
performance of this Order, Seller grants the Buyer..."
9. INVOICES: This Section is deleted in its entirety.
14. PRECEDENCE: The following order of precedence is applicable under
this subcontract:
1) The subcontract, including attachments (and modifications),
2) The Software License Agreements
3) The Statement of Work and Specification
EXHIBIT B
Additional Terms and Conditions
The following modified terms and conditions shall apply to this Subcontract:
NUMBER TITLE DATE
------ ---------------------------------------------------------------------------- -----
GL-21 PURCHASE ORDER GENERAL PROVISIONS AND 10/96
SHIPPING INSTRUCTIONS, WITH THE FOLLOWING
MODIFICATIONS (Continued):
The following paragraphs are incorporated herein:
19. FINAL ACCEPTANCE:
Buyer and Buyer's customer shall perform final acceptance tests of the
SSGS within nine (9) months of launch of the GOES N spacecraft. Final
acceptance tests shall determine whether (1) the SSGS conforms to the
requirements of this subcontract, (2) is free from all defects in
manufacture and workmanship, and (3) to the extent not manufactured
pursuant to designs furnished by Buyer, is free from all defects in
design. Final acceptance shall further determine whether (1) the
Exhibit C software is free of time-based and event-based self-disabling
codes, and (2) the Exhibit C software documentation faithfully and
accurately support the Exhibit C software.
If the SSGS successfully meets the above requirements, Buyer shall
notify Seller in writing that the SSGS is being finally accepted. Upon
final acceptance of the SSGS, Seller may submit its final invoice for
payment under this subcontract. Final acceptance and final payment
shall not relieve Seller of its warranty obligations under Article 1.
If the SSGS fails to meet any of the above requirements, Buyer shall
promptly notify Seller in writing, and Seller shall have a reasonable
time, not to exceed 90 days, thereafter within which to make corrections
to the SSGS to meet such requirements, and Buyer shall thereafter have
an additional reasonable time, not to exceed 30 days, to reconduct
acceptance tests. Seller shall make such corrections to the SSGS at
Seller's sole risk and expense. If the SSGS fails to meet any of the
above requirements upon the second test, such failure may, at Buyer's
option, be deemed a failure to deliver the SSGS and Buyer shall have all
rights and remedies afforded to it as are applicable to nondelivery.
20. INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES:
In no event shall Seller be liable to Buyer for indirect, special,
incidental or consequential damages under this subcontract. However,
for a period of five years from the date of launch of the GOES-N
Satellite, it is agreed that the Seller shall be responsible for all of
its costs, both necessary and incidental, to participate and support
Buyer and Buyer's customer in performing anomaly investigation(s) and
inspection(s), and in establishing work around(s).
Exhibit C
List of Known Deliverable Software and Software Licenses
DELIVERABLE SOFTWARE SOFTWARE LICENSE
ISI COTS SOFTWARE: Exhibit D
EPOCH 2000
ABE (Archive Browser & Extractor)
OASYS (Orbit Analysis System Software)
Third Party COTS SOFTWARE: Exhibit E
***
***
***
***
***
Development Software: Exhibit G
GTACS Support Software
Scheduler Support Software
MRS&S Software (MDL Receive System & Server)
DID Software (Dynamic Interaction Diagnostics)
OATS Software (Orbit and Attitude Tracking System)
***Confidential portions omitted and filed separately with the Commission.
EXHIBIT D
ISI COTS SOFTWARE LICENSE AGREEMENT
This Software Agreement ("Agreement") is entered into between Integral
Systems Inc. ("Licensor") and Xxxxxx Space & Communications Company ("Licensee",
"HSC" or "Buyer").
1. Definitions
a. Product Activation Sheet. The term "Product Activation Sheet"
means a written form, signed by Licensor, containing information necessary for
the generation of, and including, the activation key(s).
b. Software. The term "Software" shall mean, but is not limited to, the
computer program or programs listed in Exhibit C, attached hereto, in machine
readable form, and any and all related materials pertinent to the software
requirements specifications, interface specifications, flow charts, logic
diagrams, training materials, operating procedures, primers, version description
documents, and includes permitted reproductions made by HSC. Such other
software, as the Licensor may require in its performance of the GOES
Subcontract, shall be included in future updates to Exhibit C. "Software"
includes the object code and documentation as it is originally provided, or in
any form it may be converted into by the HSC. The term Software includes any
corrections, bug fixes, enhancements, updates or other modifications to such
computer programs and documentation.
c. COTS Software. The term "COTS Software" shall mean Integral Systems,
Inc.'s commercial off the shelf software, object code only.
d. Certificate of Installation. The term "Certificate of Installation"
means a written notice, signed by Licensor, certifying that the Software has
been installed and that the Software operates as described in the user manuals.
e. Agreement. The term "Agreement" means all the provisions contained
herein.
f. Order or GOES Subcontract. The terms "Order" or "GOES Subcontract"
means Xxxxxxxxxxx Xx. X0-000000-X0XX, between Xxxxxx Space & Communications
Company and Integral Systems, Inc..
g. Use. The term "Use" shall mean copying any portion of software into a
computer or transmitting any portion thereof to a computer for execution of the
instructions or statements contained in the software.
h. Documentation. The term "Documenation" shall mean training materials,
operation manuals, and other information or data furnished by ISI in support of
the software.
i. Defective Software. The term "Defective Software" shall mean any
software that does not meet ISI's specifications.
j. CPU. The term "CPU" shall mean HSC's designated central processing
unit and its associated peripheral equipment on which the software is to be
used.
k. Site. The term "Site" shall mean the authorized business operating
unit or geographic location of HSC at which the software is to be used as stated
in the order.
l. Licensor. The term "Licensor" shall mean Integral Systems, Inc. ("ISI")
m. Licensee. The term "Licensee" shall mean Xxxxxx Space & Communications
Company ("HSC").
n. Licensee's Customer. The term "Licensee's Customer" shall mean the
U. S. Government.
2. License
x. Xxxxx of License. In consideration for the GOES Subcontract award by
Licensee to Licensor, Licensor grants Licensee, pursuant to the terms and
conditions of this Agreement, a perpetual, nonexclusive, transferable (to
Licensee's Customer or Licensee's Customer's representatives), royalty free
license to use the Software on a single computer. The terms and conditions of
this Agreement do not apply to development or any third-party software that may
be required for successful implementation of Licensor's Software.
-
b. Authorized Equipment. Licensee shall use the Software only on the
computer equipment ("Authorized Equipment") listed in the Product Activation
Sheet(s). Licensee may temporarily transfer the Software to back-up computer
equipment if the Authorized Equipment is inoperative and Licensee provides
Licensor notice, in writing, identifying the new computer equipment and its
location.
c. Restrictions on Use. Licensee agrees to use the Software only for
Licensee's, Licensee's representatives Licensee's Customer and Licensee's
Customer's representatives own business in support of the GOES Program. Except
as previously stated and/or otherwise provided for under this Agreement,
Licensee shall not (i) permit any parent, subsidiaries, affiliated entities or
third parties to use the Software without first obtaining written permission
from Licensor, or (ii) allow access to the Software through any terminals
located outside of Licensee's Site.
d. Copies. Licensee, solely to enable it to use the Software, may make two
(2) archival copies of the Software, provided that the copy shall include
Licensor's copyright and any other proprietary notices. The Software delivered
by Licensor to Licensee and the archival copies shall be stored at Licensee's
Site. Licensee shall have no other right to copy, in whole or in part, the
Software. Any copy of the Software made by Licensee is the exclusive property
of Licensor.
e. Modifications, Reverse Engineering. Neither Licensee nor Licensee's
Customer shall disassemble, decompile or reverse engineer the COTS Software
computer programs.
f. Material Terms and Conditions. Licensee specifically agrees that each of
the terms and conditions of this Section, 2. License, are material and that any
use inconsistent with the terms and conditions of this Section 2 may cause
irreparable injury to Licensor and that an adequate remedy at law would not be
available to Licensor. Accordingly, Licensee acknowledges the right of Licensor
to seek injunctive relief to cause the improper and inconsistent use of the
software to cease.
Prior to seeking such relief, Licensor agrees to provide Licensee a cure
notice for any improper use of the Software. Licensee shall have sixty (60)
days thereafter within which to cease and desist the improper use. If Licensee
fails to cease such improper use in this cure period, Licensor may pursue any
legal or equitable relief available to remedy such improper use, including but
not limited to the relief acknowledged above.
3. Acceptance
a. Acceptance. Acceptance of deliverable software shall be in accordance
with the provisions of the GOES Subcontract and it's applicable documents (i.e.,
Statement of Work and Product Specification).
4. Ownership
a. Title. Licensee and Licensor agree that Licensor owns all proprietary
rights, including patent, copyright, trade secret, trademark and other
proprietary rights, in and to the Software and any corrections, bug fixes,
enhancements, updates or other modifications, including custom modifications, to
the Software, whether made by Licensor or any third party.
b. Transfers. Except as previously stated and/or otherwise provided for
under this Agreement, under no circumstances shall Licensee sell, license,
publish, display, distribute, or otherwise transfer to a third party the
Software or any copy thereof, in whole or in part, without Licensor's prior
written consent.
5. Confidential Information
In the event that the software and documentation are proprietary to either
Party and it is clearly defined as such, both Parties agree to take reasonable
steps to protect the confidentiality of the disclosing Party's software and to
ensure against any unauthorized transfer or disclosure of the software by the
receiving Party without the prior written consent of the disclosing Party. The
receiving Party shall have no obligation to maintain the confidentiality of any
information which: (a) is now, or which hereafter, through no act or failure on
the part of the receiving Party, becomes generally known or publicly available;
(b) is known to the receiving Party at the time of disclosure by the disclosing
Party; (c) is developed independently by the receiving Party as evidenced by
written records; or (d) becomes known to the receiving Party without restriction
from another source.
Licensee shall reproduce and include, on any copies of the software or
documentation, any notices, including any proprietary notices, copyright
notices, and restricted rights legends appearing on the software or
documentation.
6. Warranty
See GOES Subcontract
7. Limitations Period
Deleted.
8. Consequential Damages
See GOES Subcontract, EXHIBIT B
9. Limitation on Recovery
See GOES Subcontract
10. Indemnification
See GOES Subcontract
11. Term and Termination
See GOES Subcontract
12. Assignment
See GOES Subcontract
13. Force Majeure
See GOES Subcontract
14. Arbitration
See GOES Subcontract
15. Notices
See GOES Subcontract
16. General Provisions
See GOES Subcontract
17. Escrow Agreement
Licensor and Licensee acknowledge under this agreement that the
Developmental and COTS Software are the subject of an Escrow Agreement,
incorporated into the GOES Subcontract.
AGREED:
LICENSOR: LICENSEE:
Signature: Signature:
------------------------ ------------------------
Name: Name:
------------------------ ------------------------
Title: Title:
------------------------ ------------------------
Address: Address:
------------------------ ------------------------
---------------------------------- ----------------------------------
Date: Date:
------------------------ ------------------------
PRODUCT ACTIVATION SHEET
FOR
EPOCH TELEMETRY AND COMMANDING SOFTWARE
Licensee: Licensee:
------------------------- -------------------------
Host Name: Host Name:
------------------------- -------------------------
Host ID: Host ID:
------------------------- -------------------------
EPOCH Serial Number: EPOCH Serial Number:
-------------- --------------
Activation Key: Activation Key:
------------------- -------------------
Licensee: Licensee:
------------------------- -------------------------
Host Name: Host Name:
------------------------- -------------------------
Host ID: Host ID:
------------------------- -------------------------
EPOCH Serial Number: EPOCH Serial Number:
-------------- --------------
Activation Key: Activation Key:
------------------- -------------------
Licensee: Licensee:
------------------------- -------------------------
Host Name: Host Name:
------------------------- -------------------------
Host ID: Host ID:
------------------------- -------------------------
EPOCH Serial Number: EPOCH Serial Number:
-------------- --------------
Activation Key: Activation Key:
------------------- -------------------
Licensee: Licensee:
------------------------- -------------------------
Host Name: Host Name:
------------------------- -------------------------
Host ID: Host ID:
------------------------- -------------------------
EPOCH Serial Number: EPOCH Serial Number:
-------------- --------------
Activation Key: Activation Key:
------------------- -------------------
Licensee: Licensee:
------------------------- -------------------------
Host Name: Host Name:
------------------------- -------------------------
Host ID: Host ID:
------------------------- -------------------------
EPOCH Serial Number: EPOCH Serial Number:
-------------- --------------
Activation Key: Activation Key:
------------------- -------------------
Licensee: Licensee:
------------------------- -------------------------
Host Name: Host Name:
------------------------- -------------------------
Host ID: Host ID:
------------------------- -------------------------
EPOCH Serial Number: EPOCH Serial Number:
-------------- --------------
Activation Key: Activation Key:
------------------- -------------------
Licensee: Licensee:
------------------------- -------------------------
Host Name: Host Name:
------------------------- -------------------------
Host ID: Host ID:
------------------------- -------------------------
EPOCH Serial Number: EPOCH Serial Number:
-------------- --------------
Activation Key: Activation Key:
------------------- -------------------
_________________________________ _________________
LICENSOR Representative Signature Date
PRODUCT ACTIVATION SHEET
FOR
EPOCH DATABASE SOFTWARE
Licensee: Licensee:
------------------------- -------------------------
Host Name: Host Name:
------------------------- -------------------------
Host ID: Host ID:
------------------------- -------------------------
EPOCH Serial Number: EPOCH Serial Number:
-------------- --------------
Activation Key: Activation Key:
------------------- -------------------
Licensee: Licensee:
------------------------- -------------------------
Host Name: Host Name:
------------------------- -------------------------
Host ID: Host ID:
------------------------- -------------------------
EPOCH Serial Number: EPOCH Serial Number:
-------------- --------------
Activation Key: Activation Key:
------------------- -------------------
Licensee: Licensee:
------------------------- -------------------------
Host Name: Host Name:
------------------------- -------------------------
Host ID: Host ID:
------------------------- -------------------------
EPOCH Serial Number: EPOCH Serial Number:
-------------- --------------
Activation Key: Activation Key:
------------------- -------------------
Licensee: Licensee:
------------------------- -------------------------
Host Name: Host Name:
------------------------- -------------------------
Host ID: Host ID:
------------------------- -------------------------
EPOCH Serial Number: EPOCH Serial Number:
-------------- --------------
Activation Key: Activation Key:
------------------- -------------------
Licensee: Licensee:
------------------------- -------------------------
Host Name: Host Name:
------------------------- -------------------------
Host ID: Host ID:
------------------------- -------------------------
EPOCH Serial Number: EPOCH Serial Number:
-------------- --------------
Activation Key: Activation Key:
------------------- -------------------
Licensee: Licensee:
------------------------- -------------------------
Host Name: Host Name:
------------------------- -------------------------
Host ID: Host ID:
------------------------- -------------------------
EPOCH Serial Number: EPOCH Serial Number:
-------------- --------------
Activation Key: Activation Key:
------------------- -------------------
Licensee: Licensee:
------------------------- -------------------------
Host Name: Host Name:
------------------------- -------------------------
Host ID: Host ID:
------------------------- -------------------------
EPOCH Serial Number: EPOCH Serial Number:
-------------- --------------
Activation Key: Activation Key:
------------------- -------------------
_________________________________ _________________
LICENSOR Representative Signature Date
PRODUCT ACTIVATION SHEET
FOR
EPOCH TRENDING SOFTWARE
Licensee: Licensee:
------------------------- -------------------------
Host Name: Host Name:
------------------------ ------------------------
Host ID: Host ID:
-------------------------- --------------------------
*** Key: *** Key:
---------------------- ----------------------
Licensee: Licensee:
------------------------- -------------------------
Host Name: Host Name:
------------------------ ------------------------
Host ID: Host ID:
-------------------------- --------------------------
*** Key: *** Key:
---------------------- ----------------------
Licensee: Licensee:
------------------------- -------------------------
Host Name: Host Name:
------------------------ ------------------------
Host ID: Host ID:
-------------------------- --------------------------
*** Key: *** Key:
---------------------- ----------------------
Licensee: Licensee:
------------------------- -------------------------
Host Name: Host Name:
------------------------ ------------------------
Host ID: Host ID:
-------------------------- --------------------------
*** Key: *** Key:
---------------------- ----------------------
Licensee: Licensee:
------------------------- -------------------------
Host Name: Host Name:
------------------------ ------------------------
Host ID: Host ID:
-------------------------- --------------------------
*** Key: *** Key:
---------------------- ----------------------
Licensee: Licensee:
------------------------- -------------------------
Host Name: Host Name:
------------------------ ------------------------
Host ID: Host ID:
-------------------------- --------------------------
*** Key: *** Key:
---------------------- ----------------------
Licensee: Licensee:
------------------------- -------------------------
Host Name: Host Name:
------------------------ ------------------------
Host ID: Host ID:
-------------------------- --------------------------
*** Key: *** Key:
---------------------- ----------------------
Licensee: Licensee:
------------------------- -------------------------
Host Name: Host Name:
------------------------ ------------------------
Host ID: Host ID:
-------------------------- --------------------------
*** Key: *** Key:
---------------------- ----------------------
_________________________________ _________________
LICENSOR Representative Signature Date
**Confidential portions omitted and filed separately with the Commission.
PRODUCT ACTIVATION SHEET
FOR
OASYS ORBIT ANALYSIS SOFTWARE
Licensee: Licensee:
------------------------------ ------------------------------
System Name: System Name:
--------------------------- ---------------------------
Machine ID No.: Machine ID No.:
------------------------ ------------------------
No. of Concurrent Users: No. of Concurrent Users:
--------------- ---------------
OASYS Serial Number: OASYS Serial Number:
------------------- -------------------
Activation Key: - - - - Activation Key: - - - -
------------------------ ------------------------
Licensee: Licensee:
------------------------------ ------------------------------
System Name: System Name:
--------------------------- ---------------------------
Machine ID No.: Machine ID No.:
------------------------ ------------------------
No. of Concurrent Users: No. of Concurrent Users:
--------------- ---------------
OASYS Serial Number: OASYS Serial Number:
------------------- -------------------
Activation Key: - - - - Activation Key: - - - -
------------------------ ------------------------
Licensee: Licensee:
------------------------------ ------------------------------
System Name: System Name:
--------------------------- ---------------------------
Machine ID No.: Machine ID No.:
------------------------ ------------------------
No. of Concurrent Users: No. of Concurrent Users:
--------------- ---------------
OASYS Serial Number: OASYS Serial Number:
------------------- -------------------
Activation Key: - - - - Activation Key: - - - -
------------------------ ------------------------
Licensee: Licensee:
------------------------------ ------------------------------
System Name: System Name:
--------------------------- ---------------------------
Machine ID No.: Machine ID No.:
------------------------ ------------------------
No. of Concurrent Users: No. of Concurrent Users:
--------------- ---------------
OASYS Serial Number: OASYS Serial Number:
------------------- -------------------
Activation Key: - - - - Activation Key: - - - -
------------------------ ------------------------
Licensee: Licensee:
------------------------------ ------------------------------
System Name: System Name:
--------------------------- ---------------------------
Machine ID No.: Machine ID No.:
------------------------ ------------------------
No. of Concurrent Users: No. of Concurrent Users:
--------------- ---------------
OASYS Serial Number: OASYS Serial Number:
------------------- -------------------
Activation Key: - - - - Activation Key: - - - -
------------------------ ------------------------
Licensee: Licensee:
------------------------------ ------------------------------
System Name: System Name:
--------------------------- ---------------------------
Machine ID No.: Machine ID No.:
------------------------ ------------------------
No. of Concurrent Users: No. of Concurrent Users:
--------------- ---------------
OASYS Serial Number: OASYS Serial Number:
------------------- -------------------
Activation Key: - - - - Activation Key: - - - -
------------------------ ------------------------
_________________________________ _________________
LICENSOR Representative Signature Date
EXHIBIT E
THIRD PARTY COTS SOFTWARE SUBLICENSE AGREEMENT
This Software Agreement ("Agreement") is entered into between Integral
Systems Inc. ("Licensor") and Xxxxxx Space & Communications Company ("Licensee",
"HSC" or "Buyer").
1. Definitions
a. Application Program. The term "Application Program" means
Sublicensor's value-added application software with which the
Runtime Programs are to be coupled (e.g. EPOCH, OASYS).
b. End Product. The term "End Product" means the Runtime Programs
coupled with the Application Programs.
c. Full Use Program. The term "Full Use Program" means unaltered
Programs with all functions intact.
d. Hardware. The term "Hardware" means computer hardware and operating
systems.
e. Runtime Program. The term "Runtime Program" means Programs with the
following restrictions imposed by the End Product on the operation
of the Programs:
(i) The End Product under Application Program control may be
used to create new tables or alter tables only to the
extent necessary to implement the End Product's
functions. The End Product may not allow use of the Full
Use Program's Create or Alter commands, or any other
command that would allow the user to create tables or
alter tables outside the scope of those necessary for the
operation of the End Product;
(ii) The End Product may not allow use of the SQL*Forms or any
other functionality that would enable modification of
SQL*Forms created by the End Product or generation of new
SQL*Forms; and
(iii) The End Product may not allow use of the Programs outside
the scope of the End Product or for general purpose
database management.
f. Program(s). The term "Program" shall mean the object code computer
software programs.
g. Product Activation Sheet. The term "Product Activation Sheet" means
a written form, signed by Licensor, containing information necessary
for the generation of, and including, the activation key(s).
h. Software. The term "Software" shall mean, but is not limited to, the
third-party proprietary software listed in Exhibit C, attached
hereto, in machine readable form, and any and all related materials
pertinent to the software requirements specifications, interface
specifications, flow charts, logic diagrams, training materials,
operating procedures, primers, version description documents, and
includes permitted reproductions made by HSC. Such other software,
as the Licensor may require in its performance of the GOES
Subcontract, shall be included in future updates to Exhibit C.
"Software" includes the object code and documentation as it is
originally provided, or in any form it may be converted into by the
HSC. The term Software includes any corrections, bug fixes,
enhancements, updates or other modifications to such computer
programs and documentation.
i. COTS Software. The term "COTS Software" shall mean *** commercial
off the shelf software, object code only.
j. Certificate of Installation. The term "Certificate of Installation"
means a written notice, signed by Licensor, certifying that the
Software has been installed and that the Software operates as
described in the user manuals.
***Confidential portions omitted and filed separately with the Commission.
k. Agreement. The term "Agreement" means all the provisions contained
herein.
l. Order or GOES Subcontract. The terms "Order" or "GOES Subcontract"
means Xxxxxxxxxxx Xx. X0-000000-X0XX, between Xxxxxx Space &
Communications Company and Integral Systems, Inc..
m. Use. The term "Use" shall mean copying any portion of software into
a computer or transmitting any portion thereof to a computer for
execution of the instructions or statements contained in the
software.
n. Documentation. The term "Documenation" shall mean training
materials, operation manuals, and other information or data furnished
by ISI in support of the software.
o. Defective Software. The term "Defective Software" shall mean any
software that does not meet third-party's specifications.
p. CPU. The term "CPU" shall mean HSC's designated central processing
unit and its associated peripheral equipment on which the software is
to be used.
q. Site. The term "Site" shall mean the authorized business operating
unit or geographic location of HSC at which the software is to be
used as stated in the order.
r. Sublicensor. The term "Sublicensor" shall mean Integral Systems,
Inc. ("ISI")
s. Sublicensee. The term "Sublicensee" shall mean Xxxxxx Space &
Communications Company ("HSC").
t. Sublicensee's Customer. The term "Sublicensee's Customer" shall mean
the U.S. Government.
2. Sublicense
x. Xxxxx of License. In consideration for the GOES Subcontract award by
Sublicensee to Sublicensor and COTS Software owners grants of
authority to Sublicensor to sublicense their COTS Software Programs
listed in Exhibit B (attached hereto), Sublicensor grants
Sublicensee, pursuant to the terms and conditions of this Agreement,
a nonexclusive, transferable (to Sublicensee's representatives,
Sublicensee's Customer or Sublicensee's Customer's representatives),
royalty free limited license to use an object code copy of the
Runtime Programs with the Application Programs on the Hardware listed
in the "Product Activation Sheets" attached to the Integral Systems
Inc. Software License Agreement.
b. Restrictions on Use. Sublicensee agrees to use the Runtime Program
only for Sublicensee's and Sublicensee's Customer's own business in
support of the GOES Program. Sublicensee agrees not to use the
Runtime Program for any purpose outside the scope of the GOES
Subcontract. Except as previously stated and/or otherwise provided
for under this agreement, Sublicensee shall not (i) permit any
parent, subsidiaries, affiliated entities or third parties to use the
Program(s), or (ii) allow access to the Program(s) through any
terminals located outside of Sublicensee's' Site.
c. Copies. Sublicensee or Sublicensee's Customer, solely to enable it to
use the Runtime Program, may make one (1) archival copy of the
Program(s), provided that the copies shall include the COTS
Software's owner's copyright and any other proprietary notices. The
Program(s) delivered by Sublicensor to Sublicensee and the archival
copies shall be stored at Sublicensee's Site. Sublicensee shall have
no other right to copy, in whole or in part, the Program(s). Any copy
of the Runtime Program made by Sublicensee is the exclusive property
of the COTS' Software's owner(s).
d. Modifications, Reverse Engineering. Sublicensee agrees that only
Sublicensor shall have the right to alter, maintain, enhance or
otherwise modify the Program(s). Sublicensee shall not disassemble,
decompile or reverse engineer the Program(s).
3. Acceptance
a. Acceptance. Acceptance of deliverable software shall be in accordance
with the provisions of the GOES Subcontract and its applicable documents (i.e.,
Statement of Work and Product Specification).
4. Ownership
a. Title. Sublicensee and Sublicensor agree that the creator of the COTS
Software owns all proprietary rights, including patent, copyright, trade secret,
trademark and other proprietary rights, in and to the Runtime Program and any
corrections, bug fixes, enhancements, updates or other modifications to the
Runtime Program.
b. Transfers. Except as previously stated and/or otherwise provided for
under this agreement, under no circumstances shall Sublicensee sell, license,
publish, display, distribute, or otherwise transfer to a third party the
Program(s) or any copy thereof, in whole or in part, without Sublicensor's prior
written consent.
5. Confidential Information
In the event that the software and documentation are proprietary to either
Party and it is clearly defined as such, both Parties agree to take reasonable
steps to protect the confidentiality of the disclosing Party's software and to
ensure against any unauthorized transfer or disclosure of the software by the
receiving Party without the prior written consent of the disclosing Party. The
receiving Party shall have no obligation to maintain the confidentiality of any
information which: (a) is now, or which hereafter, through no act or failure on
the part of the receiving Party, becomes generally known or publicly available;
(b) is known to the receiving Party at the time of disclosure by the disclosing
Party; (c) is developed independently by the receiving Party as evidenced by
written records; or (d) becomes known to the receiving Party without restriction
from another source.
Licensee shall reproduce and include, on any copies of the software or
documentation, any notices, including any proprietary notices, copyright
notices, and restricted rights legends appearing on the software or
documentation.
6. Warranty
See Goes Subcontract.
7. Inherently Dangerous Activity
The Program(s) are not specifically developed, or licensed for use in any
inherently dangerous applications. Sublicensee agrees that Oracle and
Sublicensor shall not be liable for any claims or damages arising from such use
if the Sublicensee uses the Program(s) for such applications. Sublicensee
agrees to indemnify and hold Oracle and Sublicensor harmless from any claims for
losses, costs, damages, or liability arising out of or in connection with the
use of the Program(s) in such applications.
The parties acknowledge and agree that the software is intended for use in
(1) moving the spacecraft into geosyncronous orbit after separation from the
launch vehicle, and (2) for controlling the spacecraft in geosyncronous orbit.
The parties further acknowledge and agree that such use of the software does not
constitute an 'inherently dangerous application' as set forth above and Licensor
shall make no claim or assertion that it constitutes an 'inherently dangerous
application'.
8. Consequential Damages
See GOES Subcontract.
9. Limitation on Recovery
See GOES Subcontract.
10. Indemnification
See GOES Subcontract.
11. Term and Termination
See GOES Subcontract.
12. Assignment
See GOES Subcontract.
13. Force Majeure
See GOES Subcontract.
14. Arbitration
See GOES Subcontract.
15. Notices
See GOES Subcontract.
16. General Provisions
See GOES Subcontract.
AGREED:
SUBLICENSOR: SUBLICENSEE:
Signature: Signature:
---------------------- ----------------------
Name: Name:
--------------------------- ---------------------------
Title: Title:
-------------------------- --------------------------
Address: Address:
------------------------ ------------------------
Date: Effective Date:
--------------------------- -----------------
Exhibit F
Preferred Escrow Agreement Introduction
The Preferred agreement caters to those customers who demand more sophisticated
escrow arrangements. It is a three-party contract that involves constant
administration by DSI and ongoing contact between DSI, the depositor and the
beneficiary. The depositor and beneficiary will receive signed and inspected
confirmations from DSI for every deposit; an account history report every six
months to notify them of the status of the escrow; and ongoing monitoring
services to ensure compliance of contract terms. In addition, the Preferred
escrow provides audit rights to both parties; technical verifications for the
the beneficiary; tailored release conditions; grant of use rights and deposit
content definition; and overall ability to modify terms for unique requirements.
DSI's Preferred customers benefit from these unique features:
. Technical Verification options.
. Tailored release conditions.
. Written notification detailing the contents of the initial deposit and each
update.
. Semi-annual account histories listing all deposit activity.
. DSI direct billing to beneficiary.
. Technology Protection Program services.
. Deposit inspection with signed receipt for both the depositor and
beneficiary.
For additional benefits, choose DSI's Comprehensive Preferred addendum and
receive these additional features:
. Recurring Level I Verification.
. Continual DeposiTrack Service.
. Unlimited updates/replacements and one additional storage unit.
PREFERRED ESCROW AGREEMENT
Account Number ______________________
This Agreement is effective __________________, 1999 among Data Securities
International, Inc. ("DSI"), Integral Systems Inc. ("ISI") ("Depositor") and
Xxxxxx Space and Communications (HSC) ("Preferred Beneficiary"), who
collectively may be referred to in this Agreement as "the parties."
A. Depositor and Preferred Beneficiary have entered or will enter into a
license agreement, development agreement, and/or other agreement regarding
certain proprietary technology of Depositor (referred to in this Agreement as
"the license agreement").
B. Depositor desires to avoid disclosure of its proprietary technology except
under certain limited circumstances.
C. The availability of the proprietary technology of Depositor is critical to
Preferred Beneficiary in the conduct of its business and, therefore, Preferred
Beneficiary needs access to the proprietary technology under certain limited
circumstances.
D. Depositor and Preferred Beneficiary desire to establish an escrow with DSI
to provide for the retention, administration and controlled access of the
proprietary technology materials of Depositor.
E. The parties desire this Agreement to be supplementary to the license
agreement pursuant to 00 Xxxxxx Xxxxxx [Bankruptcy] Code, Section 365(n).
ARTICLE 1 -- DEPOSITS
1.1 Obligation to Make Deposit. Upon the signing of this Agreement by the
--------------------------
parties, Depositor shall deliver to DSI the proprietary information and other
materials ("deposit materials") required to be deposited by the license
agreement or, if the license agreement does not identify the materials to be
deposited with DSI, then such materials will be identified on an Exhibit A. If
Exhibit A is applicable, it is to be prepared and signed by Depositor and
Preferred Beneficiary. DSI shall have no obligation with respect to the
preparation, signing or delivery of Exhibit A.
1.2 Identification of Tangible Media. Prior to the delivery of the deposit
--------------------------------
materials to DSI, Depositor shall conspicuously label for identification each
document, magnetic tape, disk, or other tangible media upon which the deposit
materials are written or stored. Additionally, Depositor shall complete Exhibit
B to this Agreement by listing each such tangible media by the item label
description, the type of media and the quantity. The Exhibit B must be signed
by Depositor and delivered to DSI with the deposit materials. Unless and until
Depositor makes the initial deposit with DSI, DSI shall have no obligation with
respect to this Agreement, except the
obligation to notify the parties regarding the status of the deposit account as
required in Section 2.2 below.
1.3 Deposit Inspection. When DSI receives the deposit materials and the
------------------
Exhibit B, DSI will conduct a deposit inspection by visually matching the
labeling of the tangible media containing the deposit materials to the item
descriptions and quantity listed on the Exhibit B. In addition to the deposit
inspection, Preferred Beneficiary may elect to cause a verification of the
deposit materials in accordance with Section 1.6 below.
1.4 Acceptance of Deposit. At completion of the deposit inspection, if DSI
---------------------
determines that the labeling of the tangible media matches the item descriptions
and quantity on Exhibit B, DSI will date and sign the Exhibit B and mail a copy
thereof to Depositor and Preferred Beneficiary. If DSI determines that the
labeling does not match the item descriptions or quantity on the Exhibit B, DSI
will (a) note the discrepancies in writing on the Exhibit B; (b) date and sign
the Exhibit B with the exceptions noted; and (c) provide a copy of the Exhibit B
to Depositor and Preferred Beneficiary. DSI's acceptance of the deposit occurs
upon the signing of the Exhibit B by DSI. Delivery of the signed Exhibit B to
Preferred Beneficiary is Preferred Beneficiary's notice that the deposit
materials have been received and accepted by DSI.
1.5 Depositor's Representations. Depositor represents as follows:
---------------------------
a. Depositor lawfully possesses all of the deposit materials deposited
with DSI;
b. With respect to all of the deposit materials, Depositor has the right
and authority to grant to DSI and Preferred Beneficiary the rights as
provided in this Agreement;
c. The deposit materials are not subject to any lien or other
encumbrance;
d. The deposit materials consist of the proprietary information and other
materials identified either in the license agreement or Exhibit A, as
the case may be; and
e. The deposit materials are readable and useable in their current form
or, if the deposit materials are encrypted, the decryption tools and
decryption keys have also been deposited.
1.6 Verification. Preferred Beneficiary shall have the right, at Preferred
------------
Beneficiary's expense, to cause a verification of any deposit materials. A
verification determines, in different levels of detail, the accuracy,
completeness, sufficiency and quality of the deposit materials. If a
verification is elected after the deposit materials have been delivered to DSI,
then only DSI, or at DSI's election an independent person or company selected
and supervised by DSI, may perform the verification.
1.7 Deposit Updates. Unless otherwise provided by the license agreement,
---------------
Depositor shall update the deposit materials within 60 days of each release of a
new version of the product which
is subject to the license agreement. Such updates will be added to the existing
deposit. All deposit updates shall be listed on a new Exhibit B and the new
Exhibit B shall be signed by Depositor. Each Exhibit B will be held and
maintained separately within the escrow account. An independent record will be
created which will document the activity for each Exhibit B. The processing of
all deposit updates shall be in accordance with Sections 1.2 through 1.6 above.
All references in this Agreement to the deposit materials shall include the
initial deposit materials and any updates.
1.8 Removal of Deposit Materials. The deposit materials may be removed and/or
----------------------------
exchanged only on written instructions signed by Depositor and Preferred
Beneficiary, or as otherwise provided in this Agreement.
ARTICLE 2 -- CONFIDENTIALITY AND RECORD KEEPING
2.1 Confidentiality. DSI shall maintain the deposit materials in a secure,
---------------
environmentally safe, locked facility which is accessible only to authorized
representatives of DSI. DSI shall have the obligation to reasonably protect the
confidentiality of the deposit materials. Except as provided in this Agreement,
DSI shall not disclose, transfer, make available, or use the deposit materials.
DSI shall not disclose the content of this Agreement to any third party. If DSI
receives a subpoena or other order of a court or other judicial tribunal
pertaining to the disclosure or release of the deposit materials, DSI will
immediately notify the parties to this Agreement. It shall be the
responsibility of Depositor and/or Preferred Beneficiary to challenge any such
order; provided, however, that DSI does not waive its rights to present its
position with respect to any such order. DSI will not be required to disobey
any court or other judicial tribunal order. (See Section 7.5 below for notices
of requested orders.)
2.2 Status Reports. DSI will issue to Depositor and Preferred Beneficiary a
--------------
report profiling the account history at least semi-annually. DSI may provide
copies of the account history pertaining to this Agreement upon the request of
any party to this Agreement.
2.3 Audit Rights. During the term of this Agreement, Depositor and Preferred
------------
Beneficiary shall each have the right to inspect the written records of DSI
pertaining to this Agreement. Any inspection shall be held during normal
business hours and following reasonable prior notice.
ARTICLE 3 -- GRANT OF RIGHTS TO DSI
3.1 Title to Media. Depositor hereby transfers to DSI the title to the media
--------------
upon which the proprietary information and materials are written or stored.
However, this transfer does not include the ownership of the proprietary
information and materials contained on the media such as any copyright, trade
secret, patent or other intellectual property rights.
3.2 Right to Make Copies. DSI shall have the right to make copies of the
--------------------
deposit materials as reasonably necessary to perform this Agreement. DSI shall
copy all copyright, nondisclosure,
and other proprietary notices and titles contained on the deposit materials onto
any copies made by DSI. With all deposit materials submitted to DSI, Depositor
shall provide any and all instructions as may be necessary to duplicate the
deposit materials including but not limited to the hardware and/or software
needed.
3.3 Right to Transfer Upon Release. Depositor hereby grants to DSI the right to
------------------------------
transfer the deposit materials to Preferred Beneficiary upon any release of the
deposit materials for use by Preferred Beneficiary in accordance with Section
4.5. Except upon such a release or as otherwise provided in this Agreement, DSI
shall not transfer the deposit materials.
ARTICLE 4 -- RELEASE OF DEPOSIT
4.1 Release Conditions. As used in this Agreement, "Release Conditions" shall
------------------
mean the following:
a. Depositor's failure to carry out obligations imposed on it pursuant to
the license agreement; or
b. Depositor's failure to continue to do business in the ordinary course.
4.2 Filing For Release. If Preferred Beneficiary believes in good faith that a
------------------
Release Condition has occurred, Preferred Beneficiary may provide to DSI written
notice of the occurrence of the Release Condition and a request for the release
of the deposit materials. Upon receipt of such notice, DSI shall provide a copy
of the notice to Depositor, by certified mail, return receipt requested, or by
commercial express mail.
4.3 Contrary Instructions. From the date DSI mails the notice requesting
---------------------
release of the deposit materials, Depositor shall have ten business days to
deliver to DSI Contrary Instructions. "Contrary Instructions" shall mean the
written representation by Depositor that a Release Condition has not occurred or
has been cured. Upon receipt of Contrary Instructions, DSI shall send a copy to
Preferred Beneficiary by certified mail, return receipt requested, or by
commercial express mail. Additionally, DSI shall notify both Depositor and
Preferred Beneficiary that there is a dispute to be resolved pursuant to the
Dispute Resolution section (Section 7.3) of this Agreement. Subject to Section
5.2, DSI will continue to store the deposit materials without release pending
(a) joint instructions from Depositor and Preferred Beneficiary; (b) resolution
pursuant to the Dispute Resolution provisions; or (c) order of a court.
4.4 Release of Deposit. If DSI does not receive Contrary Instructions from the
------------------
Depositor, DSI is authorized to release the deposit materials to the Preferred
Beneficiary or, if more than one beneficiary is registered to the deposit, to
release a copy of the deposit materials to the Preferred Beneficiary. However,
DSI is entitled to receive any fees due DSI before making the release. This
Agreement will terminate upon the release of the deposit materials held by DSI.
4.5 Right to Use Following Release. Unless otherwise provided in the license
------------------------------
agreement, upon release of the deposit materials in accordance with this Article
4, Preferred Beneficiary shall have the right to use the deposit materials for
the sole purpose of continuing the benefits afforded to Preferred Beneficiary by
the license agreement. Preferred Beneficiary shall be obligated to maintain the
confidentiality of the released deposit materials.
ARTICLE 5 -- TERM AND TERMINATION
5.1 Term of Agreement. The initial term of this Agreement is for a period of
-----------------
one year. Thereafter, this Agreement shall automatically renew from year-to-
year unless (a) Depositor and Preferred Beneficiary jointly instruct DSI in
writing that the Agreement is terminated; or (b) the Agreement is terminated by
DSI for nonpayment in accordance with Section 5.2. If the deposit materials are
subject to another escrow agreement with DSI, DSI reserves the right, after the
initial one year term, to adjust the anniversary date of this Agreement to match
the then prevailing anniversary date of such other escrow arrangements.
5.2 Termination for Nonpayment. In the event of the nonpayment of fees owed to
--------------------------
DSI, DSI shall provide written notice of delinquency to all parties to this
Agreement. Any party to this Agreement shall have the right to make the payment
to DSI to cure the default. If the past due payment is not received in full by
DSI within one month of the date of such notice, then DSI shall have the right
to terminate this Agreement at any time thereafter by sending written notice of
termination to all parties. DSI shall have no obligation to take any action
under this Agreement so long as any payment due to DSI remains unpaid.
5.3 Disposition of Deposit Materials Upon Termination. Upon termination of this
-------------------------------------------------
Agreement, DSI shall destroy, return, or otherwise deliver the deposit materials
in accordance with instructions. If there are no instructions, DSI may, at its
sole discretion, destroy the deposit materials or return them to Depositor. DSI
shall have no obligation to return or destroy the deposit materials if the
deposit materials are subject to another escrow agreement with DSI.
5.4 Survival of Terms Following Termination. Upon termination of this
---------------------------------------
Agreement, the following provisions of this Agreement shall survive:
a. Depositor's Representations (Section 1.5);
b. The obligations of confidentiality with respect to the deposit
materials;
c. The rights granted in the sections entitled Right to Transfer Upon
Release (Section 3.3) and Right to Use Following Release (Section
4.5), if a release of the deposit materials has occurred prior to
termination;
d. The obligation to pay DSI any fees and expenses due;
e. The provisions of Article 7; and
f. Any provisions in this Agreement which specifically state they survive
the termination or expiration of this Agreement.
ARTICLE 6 -- DSI'S FEES
6.1 Fee Schedule. DSI is entitled to be paid its standard fees and expenses
------------
applicable to the services provided. DSI shall notify the party responsible for
payment of DSI's fees at least 90 days prior to any increase in fees. For any
service not listed on DSI's standard fee schedule, DSI will provide a quote
prior to rendering the service, if requested.
6.2 Payment Terms. DSI shall not be required to perform any service unless
-------------
the payment for such service and any outstanding balances owed to DSI are paid
in full. Fees are due upon receipt of a signed contract or receipt of the
deposit materials whichever is earliest. If invoiced fees are not paid, DSI may
terminate this Agreement in accordance with Section 5.2. Late fees on past due
amounts shall accrue interest at the rate of one and one-half percent per month
(18% per annum) from the date of the invoice.
ARTICLE 7 -- LIABILITY AND DISPUTES
7.1 Right to Rely on Instructions. DSI may act in reliance upon any
-----------------------------
instruction, instrument, or signature reasonably believed by DSI to be genuine.
DSI may assume that any employee of a party to this Agreement who gives any
written notice, request, or instruction has the authority to do so. DSI shall
not be responsible for failure to act as a result of causes beyond the
reasonable control of DSI.
7.2 Indemnification. DSI shall be responsible to perform its obligations under
---------------
this Agreement and to act in a reasonable and prudent manner with regard to this
escrow arrangement. Provided DSI has acted in the manner stated in the
preceding sentence, Depositor and Preferred Beneficiary each agree to indemnify,
defend and hold harmless DSI from any and all claims, actions, damages,
arbitration fees and expenses, costs, attorney's fees and other liabilities
incurred by DSI relating in any way to this escrow arrangement.
7.3 Dispute Resolution. Any dispute relating to or arising from this Agreement
------------------
shall be resolved by arbitration under the Commercial Rules of the American
Arbitration Association. Unless otherwise agreed by Depositor and Preferred
Beneficiary, arbitration will take place in San Diego, California, U.S.A. Any
court having jurisdiction over the matter may enter judgment on the award of the
arbitrator(s). Service of a petition to confirm the arbitration award may be
made by First Class mail or by commercial express mail, to the attorney for the
party or, if unrepresented, to the party at the last known business address.
7.4 Controlling Law. This Agreement is to be governed and construed in
---------------
accordance with the laws of the State of California, without regard to its
conflict of law provisions.
7.5 Notice of Requested Order. If any party intends to obtain an order from
-------------------------
the arbitrator or any court of competent jurisdiction which may direct DSI to
take, or refrain from taking any action, that party shall:
a. Give DSI at least two business days' prior notice of the hearing;
b. Include in any such order that, as a precondition to DSI's obligation,
DSI be paid in full for any past due fees and be paid for the
reasonable value of the services to be rendered pursuant to such
order; and
c. Ensure that DSI not be required to deliver the original (as opposed to
a copy) of the deposit materials if DSI may need to retain the
original in its possession to fulfill any of its other duties.
ARTICLE 8 -- GENERAL PROVISIONS
8.1 Entire Agreement. This Agreement, which includes the Exhibits described
----------------
herein, embodies the entire understanding among the parties with respect to its
subject matter and supersedes all previous communications, representations or
understandings, either oral or written. DSI is not a party to the license
agreement between Depositor and Preferred Beneficiary and has no knowledge of
any of the terms or provisions of any such license agreement. DSI's only
obligations to Depositor or Preferred Beneficiary are as set forth in this
Agreement. No amendment or modification of this Agreement shall be valid or
binding unless signed by all the parties hereto, except that Exhibit A need not
be signed by DSI, Exhibit B need not be signed by Preferred Beneficiary and
Exhibit C need not be signed.
8.2 Notices. All notices, invoices, payments, deposits and other documents and
-------
communications shall be given to the parties at the addresses specified in the
attached Exhibit C. It shall be the responsibility of the parties to notify
each other as provided in this Section in the event of a change of address. The
parties shall have the right to rely on the last known address of the other
parties. Unless otherwise provided in this Agreement, all documents and
communications may be delivered by First Class mail.
8.3 Severability. In the event any provision of this Agreement is found to be
------------
invalid, voidable or unenforceable, the parties agree that unless it materially
affects the entire intent and purpose of this Agreement, such invalidity,
voidability or unenforceability shall affect neither the validity of this
Agreement nor the remaining provisions herein, and the provision in question
shall be deemed to be replaced with a valid and enforceable provision most
closely reflecting the intent and purpose of the original provision.
8.4 Successors. This Agreement shall be binding upon and shall inure to the
----------
benefit of the successors and assigns of the parties. However, DSI shall have
no obligation in performing this Agreement to recognize any successor or assign
of Depositor or Preferred Beneficiary unless DSI receives clear, authoritative
and conclusive written evidence of the change of parties.
8.5 Regulations. Depositor and Preferred Beneficiary are responsible for and
-----------
warrant compliance with all applicable laws, rules and regulations, including
but not limited to customs laws, import, export, and re-export laws and
government regulations of any country to which the deposit materials may be
delivered in accordance with the provisions of this Agreement.
____________________________________ ____________________________________
Depositor Preferred Beneficiary
By: ________________________________ By: _________________________________
Name:_______________________________ Name:_______________________________
Title:______________________________ Title:________________________________
Date:_______________________________ Date:________________________________
Data Securities International, Inc.
By:__________________________
Name:________________________
Title:_______________________
Date:________________________
EXHIBIT A
MATERIALS TO BE DEPOSITED
Account Number ______________________
Depositor represents to Preferred Beneficiary that deposit materials delivered
to DSI shall consist of the following:
GOES N-Q SSGS GSE Build 1 Source Code (COTS only)
GOES N-Q SSGS Build 1/GSE Build 2 Source Code (COTS only)
GOES N-Q SSGS Build 2/GSE Build 3 Source Code (COTS only)
GOES N-Q SSGS Final/GSE Build 4 Source Code (COTS only)
____________________________________ ____________________________________
Depositor Preferred Beneficiary
By: _________________________________ By: _________________________________
Name:_______________________________ Name:_______________________________
Title:________________________________ Title:________________________________
Date:________________________________ Date:________________________________
EXHIBIT B
DESCRIPTION OF DEPOSIT MATERIALS
Depositor Company Name
--------------------------------------------------
Account Number
----------------------------------------------------------
Product Name Version
------------------------------- -------------
(Product Name will appear on Account History report)
DEPOSIT MATERIAL DESCRIPTION:
Quantity Media Type & Size Label Description of Each Separate Item
(Please use other side if additional space
is needed)
______ Disk 3.5" or ____
______ DAT tape ____mm
______ CD-ROM
______ Data cartridge tape ____
______ TK 70 or ____ tape
______ Magnetic tape ____
______ Documentation
______ Other ______________________
PRODUCT DESCRIPTION:
Operating System
----------------------------------------------
Hardware Platform
---------------------------------------------
DEPOSIT COPYING INFORMATION:
Is the media encrypted? Yes / No If yes, please include any passwords and the
decryption tools.
Encryption tool name Version
------------------------------------ ------------
Hardware required
---------------------------------------
Software required
---------------------------------------
I certify for Depositor that the DSI has inspected and
above described deposit materials accepted the above materials
have been transmitted to DSI: (any exceptions are noted above):
Signature Signature
----------------------- -----------------------
Print Name Print Name
----------------------- -----------------------
Date Date Accepted
----------------------- -----------------------
Exhibit B#
-----------------------
Send materials to: DSI, 0000 Xxxxxxxxxx Xx. #000, Xxx Xxxxx, XX 00000
(000) 000-0000
EXHIBIT C
DESIGNATED CONTACT
Account Number ______________________
Notices, deposit material returns and
communications to Depositor Invoices to Depositor should be
should be addressed to: addressed to:
Company Name:
--------------------------- -------------------------------
Address:
-------------------------------- -------------------------------
-------------------------------- -------------------------------
Designated Contact: Contact:
--------------------- ------------------------
Telephone:
------------------------------ --------------------------------
Facsimile: P.O.#, if required:
------------------------------ -------------
Notices and communications to Invoices to Preferred Beneficiary
Preferred Beneficiary should be addressed to: should be addressed to:
Company Name:
--------------------------- -------------------------------
Address:
-------------------------------- -------------------------------
-------------------------------- -------------------------------
Designated Contact: Contact:
--------------------- ------------------------
Telephone:
------------------------------ --------------------------------
Facsimile: P.O.#, if required:
------------------------------ -------------
Requests from Depositor or Preferred Beneficiary to change the designated
contact should be given in writing by the designated contact or an authorized
employee of Depositor or Preferred Beneficiary.
Contracts, deposit materials and notices to Invoice inquiries and fee remittances
DSI should be addressed to: to DSI should be addressed to:
DSI DSI
Contract Administration Accounts Receivable
Xxxxx 000 Xxxxx 0000
0000 Xxxxxxxxxx Xxxxx 000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxx, XX 00000 Xxx Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000 (000) 000-0000
Facsimile: (000) 000-0000 (000) 000-0000
Date:
---------------------------------
EXHIBIT G
DEVELOPMENT SOFTWARE LICENSE AGREEMENT
In the event that Integral Systems, Inc. ("Licensor") establishes a claim
to copyright of the Development Software and associated documentation and data,
in accordance with FAR 52.227-14 Rights In Data - General, as modified by NASA
FAR Supplement 18-52.227-14, Alt. II, and such claim is perfected, this Software
License Agreement ("Agreement") will be entered into between Licensor and Xxxxxx
Space and Communications Company ("Licensee", "HSC" or "Buyer").
1. Definitions
a. Product Activation Sheet. The term "Product Activation Sheet"
means a written form, signed by Licensor, containing information necessary for
the generation of, and including, the activation key(s).
b. Software. The term "Software" shall mean, but is not limited to, the
computer program or programs listed in Exhibit C, attached hereto, in machine
readable and human readable form, and any and all related materials pertinent to
the software requirements specifications, interface specifications, flow charts,
logic diagrams, training materials, operating procedures, primers, version
description documents, and includes permitted reproductions made by HSC. Such
other software, as the Licensor may require in its performance of the GOES
Subcontract, shall be included in future updates to Exhibit C. "Software"
includes the software program, source and object code and documentation as it is
originally provided, or in any form it may be converted into by the HSC. The
term Software includes any corrections, bug fixes, enhancements, updates or
other modifications, including custom modifications, to such computer programs
and documentation.
c. COTS Software. The term "COTS Software" shall mean Integral Systems,
Inc.'s commercial off the shelf software, object code only.
d. Certificate of Installation. The term "Certificate of Installation"
means a written notice, signed by Licensor, certifying that the Software has
been installed and that the Software operates as described in the user manuals.
e. Agreement. The term "Agreement" means all the provisions contained
herein.
f. Order or GOES Subcontract. The terms "Order" or "GOES Subcontract"
means Xxxxxxxxxxx Xx. X0-000000-X0XX, between Xxxxxx Space & Communications
Company and Integral Systems, Inc..
g. Use. The term "Use" shall mean copying any portion of software into a
computer or transmitting any portion thereof to a computer for execution of the
instructions or statements contained in the software.
h. Documentation. The term "Documenation" shall mean training materials,
operation manuals, and other information or data furnished by ISI in support of
the software.
i. Defective Software. The term "Defective Software" shall mean any
software that does not meet ISI's specifications and any other specifications
set forth in the order.
j. CPU. The term "CPU" shall mean HSC's designated central processing
unit and its associated peripheral equipment on which the software is to be
used.
k. Site. The term "Site" shall mean the authorized business operating
unit or geographic location of HSC at which the software is to be used as stated
in the order.
l. Licensor. The term "Licensor" shall mean Integral Systems, Inc. ("ISI")
m. Licensee. The term "Licensee" shall mean Xxxxxx Space &
Communications Company ("HSC").
n. Licensee's Customer. The term "Licensee's Customer" shall mean the
U.S. Government.
2. License
x. Xxxxx of License. In consideration for the GOES Subcontract award by
Licensee to Licensor, Licensor grants Licensee, pursuant to the terms and
conditions of this Agreement, a perpetual, nonexclusive, transferable (to
Licensee's Customer or Licensee's Customer's representatives), royalty free
license to use the Software on a single computer. The terms and conditions of
this Agreement do not apply to any COTS software or third-party software that
may be required for successful implementation of Licensor's Software.
-
b. Authorized Equipment. Licensee shall use the Software only on the
computer equipment ("Authorized Equipment") listed in the Product Activation
Sheet(s). Licensee may temporarily transfer the Software to back-up computer
equipment if the Authorized Equipment is inoperative and Licensee provides
Licensor notice, in writing, identifying the new computer equipment and its
location.
c. Restrictions on Use. Licensee agrees to use the Software only for
Licensee's, Licensee's representatives Licensee's Customer and Licensee's
Customer's representatives own business in support of the GOES Program. Except
as previously stated and/or otherwise provided for under this Agreement,
Licensee shall not (i) permit any parent, subsidiaries, affiliated entities or
third parties to use the Software without first obtaining written permission
from Licensor, or (ii) allow access to the Software through any terminals
located outside of Licensee's Site.
d. Copies. Licensee, solely to enable it to use the Software, may make two
(2) archival copies of the Software, provided that the copy shall include
Licensor's copyright and any other proprietary notices. The Software delivered
by Licensor to Licensee and the archival copies shall be stored at Licensee's
Site. Licensee shall have no other right to copy, in whole or in part, the
Software. Any copy of the Software made by Licensee is the exclusive property
of Licensor.
e. Modifications, Reverse Engineering. Licensee's Customer shall retain the
right to modify the Developmental Software or merge the Developmental Software
into other programs to form an updated work for Licensee's Customer's own
internal use. Any portion of Licensor's original software included in this
updated work will continue to be subject to all terms and conditions of this
agreement. Licensor retains exclusive right, title, and interest in any such
modifications made by Licensee's Customer.
f. See GOES Subcontract.
3. Acceptance
a. Acceptance. Acceptance of deliverable software shall be in accordance
with the provisions of the GOES Subcontract and it's applicable documents (i.e.,
Statement of Work and Product Specification).
4. Ownership
a. Title. Licensee and Licensor agree that Licensor owns all proprietary
rights, including patent, copyright, trade secret, trademark and other
proprietary rights, in and to the Software and any corrections, bug fixes,
enhancements, updates or other modifications, including custom modifications, to
the Software, whether made by Licensor or any third party.
b. Transfers. Except as previously stated and/or otherwise provided for
under this Agreement, under no circumstances shall Licensee sell, license,
publish, display, distribute, or otherwise transfer to a third party the
Software or any copy thereof, in whole or in part, without Licensor's prior
written consent.
5. Confidential Information
In the event that the software and documentation are proprietary to either
Party and it is clearly defined as such, both Parties agree to take reasonable
steps to protect the confidentiality of the disclosing Party's software and to
ensure against any unauthorized transfer or disclosure of the software by the
receiving Party without the prior written consent of the disclosing Party. The
receiving Party shall have no obligation to maintain the confidentiality of any
information which: (a) is now, or which hereafter, through no act or failure on
the part of the receiving Party, becomes generally known or publicly available;
(b) is known to the receiving Party at the time of disclosure by the disclosing
Party; (c) is developed independently by the receiving Party as evidenced by
written records; or (d) becomes known to the receiving Party without restriction
from another source.
Licensee shall reproduce and include, on any copies of the software or
documentation, any notices, including any proprietary notices, copyright
notices, and restricted rights legends appearing on the software or
documentation.
6. Warranty
See GOES Subcontract
7. Limitations Period
Deleted.
-
8. Consequential Damages
See GOES Subcontract
9. Limitation on Recovery
See GOES Subcontract.
10. Indemnification
See GOES Subcontract
11. Term and Termination
See GOES Subcontract
12. Assignment
See GOES Subcontract
13. Force Majeure
See GOES Subcontract
14. Arbitration
See GOES Subcontract
15. Notices
See GOES Subcontract
16. General Provisions
See GOES Subcontract
17. Escrow Agreement
Licensor and Licensee acknowledge under this agreement that the
Developmental Software is to be delivered to Licensee and is not the subject of
an Escrow Agreement.
AGREED:
LICENSOR: LICENSEE:
Signature: Signature:
--------------------- ---------------------
Name: Name:
-------------------------- --------------------------
Title: Title:
------------------------- -------------------------
Address: Address:
----------------------- -----------------------
Date: Date:
-------------------------- --------------------------
XXXXXX AIRCRAFT COMPANY
PURCHASE ORDER ATTACHMENT PF-03
PROPERTY IN POSSESSION OF SELLER
I. The Purchase Order General Provisions incorporate the Government clause
entitled "Government Property" (FAR 52.245-2) the provisions of which are
applicable equally to both Buyer- and Government-furnished property. The
requirements set forth in this attachment shall not be construed to limit
or relieve Seller of any of its obligations set forth or incorporated into
Buyer's purchase order of which this is a part.
A. This attachment applies to all property, including but not limited to,
production and raw material, Special Tooling and Special Test
Equipment in possession of Seller (and any subcontractor or supplier
of Seller at any tier) which is furnished to, acquired by, or
fabricated by Seller (or any subcontractor or supplier at any tier),
title to which is or becomes vested in the Buyer or the Government.
For the purpose of this purchase order, such property is referred to
as Buyer/Government-furnished property.
B. In the event the provisions of Buyer's prime contract from the U.S.
Government require that title to Special Tooling and Special Test
Equipment shall vest in the Government, title to such property shall
vest in the Government upon acquisition by the Seller. Title to such
property shall at that time immediately and directly pass to the
Government so that title shall not a any time vest in the Buyer.
II. Seller shall maintain a system to ensure the adequate control and
protection of Buyer/Government-furnished property. Upon receipt of
notification from the Buyer, the Seller shall complete and return within
fifteen (15) working days a Property system Certification describing the
system that will be used to control Buyer/Government-furnished property.
Additionally, the Buyer's representative may, at its option and at no
additional cost to this purchase order or the Buyer, conduct surveillance
at a reasonable time of the Seller's or the Seller's subcontractor's
Property Control System as the Buyer deems necessary to assure compliance
with the terms and conditions of Buyer's purchase order.
III. Seller shall, commencing with its receipt and during its custody of user
of any Buyer/Government-furnished property, accomplish not less than the
following:
A. Examine upon receipt to detect damage in transit;
B. Verify the contents of the shipment against the packing sheet as to
the completeness and content and return a signed copy promptly to
Buyer. If no discrepancy is reported within (5) working days, the
property shall be deemed to have been received in acceptable condition
and to be as listed and described on the accompanying packing sheet;
C. Unless otherwise specified, perform functional testing prior to
further processing or installation to determine satisfactory
operation;
D. Establish and maintain records to satisfy the requirement of FAR
45.505 and make such records available for review upon Buyer's
request;
E. Provide the necessary precautions to guard against damage from
handling and deterioration during storage;
F. Perform periodic inspection to assure adequacy of storage conditions;
and
09/01 EDITION 1
G. Ensure that Buyer/Government-furnished property is used only for
performing this purchase order, unless otherwise provided in this
order or approved by the cognizant contracting officer.
IV. As partial fulfillment of the requirements of FAR 45.508, the Seller
shall, at no additional cost to this purchase order or the Buyer, perform
a physical inventory, at no less than a biennial basis or the direction of
the Buyer, of all Buyer/Government-furnished property in the possession of
the Seller. Within thirty (30) days after the completion of the inventory,
Seller shall report the results, including all such property located a the
facilities of any of Seller's subcontractor's at any tier, and shall
certify to the Buyer the accuracy and completeness of such physical
inventory. Seller shall assist Buyer, at no additional cost to this
purchase order or the Buyer, in resolving all discrepancies related to
either Seller's or Buyer's inventory results.
V. Seller shall not modify, add-on, or replace any Buyer/Government-furnished
property without Buyer's prior written authorization. Any such
modification, addition, or replacement made by Seller without such
authorization, is the sole responsibility of the Seller and is
accomplished at Seller's expense. Modification, addition, or replacement
subsequent to the original acquisition or fabrication of property which is
necessary in order to reach full-rate capability and/or life expectancy as
specifically required under the provisions of the applicable purchase
order shall be made at no cost to Buyer. Title to any such additional or
modified property required for rate capability or life expectancy shall
vest in the Government in accordance with the provisions of the applicable
purchase order relating to title to all additional or modified property.
A. Sell shall immediately report to the Buyer's purchasing representative
the loss of any Buyer/Government-furnished property or any such
property found damaged, malfunctioning, or otherwise unsuitable for
use. The Seller shall determine and report the probably cause and
necessity for withholding such property from use.
B. Seller agrees, at no additional cost to this purchase order or the
Buyer, to store and maintain in serviceable condition, including the
performance of the calibration and preventative maintenance, all
Buyer/Government-furnished property in the Seller's or Seller's
subcontractor's possession.
VI. Immediately upon termination or completion of this purchase order, the
Seller shall perform a physical inventory, adequate for accountability and
disposition purposes, of all Buyer/Government-furnished property
applicable to such terminated or completed purchase order and shall cause
its subcontractors and suppliers at every tier to do likewise.
A. Upon completion of this purchase order, if scrap or excess property in
the value of $100.00 or more results from the use of any
Buyer/Government-furnished property, Seller shall execute Buyer's
Scrap and Excess Property Warranty Form and return it to the Buyer.
B. Seller shall prepare inventory schedules using applicable Government
Inventory Schedule Forms, Standard Forms 1426 through 1434, of all of
the Buyer/Government-furnished property in the possession of the
Seller, or its Subcontractors at any tier. The Inventory Schedule
Forms shall be in such details as acceptable to the Buyer. Pending
written disposition instructions by the Buyer, all Buyer/Government-
furnished property, at Buyer's option, may remain in the Seller's
possession and control and shall be maintained in accordance with the
provisions referenced in the paragraph entitled "Property
Administration" as contained in the "Government Property" clause of
the
09/01 EDITION 2
Purchase Order General Provisions at no additional expense or cost to
either the Government or the Buyer.
VII. Seller agrees that in placing any lower-tier subcontracts or purchase
orders under this purchase order which involve the user of
Buyer/Government-furnished property, Seller shall include appropriate
provisions to obtain rights comparable to those granted to Buyer or
the Government by the "Government Property" clause contained in the
Purchase Order General Provisions and this attachment, and agrees that
it shall exercise rights for the benefit of the Buyer and the
Government, as Buyer may direct.
VIII. If Buyer's purchase order authorizes the user of Government-owned
facilities in the performance of this order, Seller is authorized to
use the Government-owned facilities set forth in the accountability
orders listed in the body of this purchase order on a no-charge basis;
provided, such accountability orders authorize such no-charge use and
all conditions and restrictions in such orders are first fully
complied with. Any change in the amount of Government-owned facilities
furnished pursuant to this purchase order is subject to the Changes
clause of the Purchase Order General Provisions. Seller agrees that it
will not directly or indirectly, through overhead charges or
otherwise, include in the price of this order, or seek reimbursement
under this order for, any rental charge paid by Seller for the use on
other contracts of the facilities referred to herein.
09/01 EDITION 3
ATTACHMENT A
Customer Furnished Equipment (CFE) and HSC Intellectual Property Need Dates
Dated 2/99
-----------------------------------------------------------------------------------------------------------------------------------
No. Item Date Required Item/Activity Impact
-----------------------------------------------------------------------------------------------------------------------------------
1 Existing OATS Software 6/1/98 OATS Re-code/reuse allocations
-----------------------------------------------------------------------------------------------------------------------------------
2 Existing OATS Design Documentation 6/1/98 OATS Re-code/reuse allocations
-----------------------------------------------------------------------------------------------------------------------------------
3 PSTE Interface Document (Main Power Rack Controller) 6/1/98 GSE Build #2 Development
-----------------------------------------------------------------------------------------------------------------------------------
4 S/C to ground RF/IF specification 10/6/98 Cortex front end processor
-----------------------------------------------------------------------------------------------------------------------------------
5 S/C SSED database for GSE 11/1/98 GSE Build #1 delivery
-----------------------------------------------------------------------------------------------------------------------------------
6 PA 9000 Document 11/25/98 QA
-----------------------------------------------------------------------------------------------------------------------------------
7 Ops scenarios for the SSGS interfaces for use in our SSGS Loading Analysis 11/25/98 SDRL 17 completion
(SDRL 17). Refer to section 3.1.2.2 in SOW.
-----------------------------------------------------------------------------------------------------------------------------------
8 S/C and instrument commanding constraints (memo) 12/11/98 Scheduler Design
-----------------------------------------------------------------------------------------------------------------------------------
9 *** 12/15/98 GSE Build #2 Development
-----------------------------------------------------------------------------------------------------------------------------------
10 *** telemetry frame sync packet - need definition *** 12/15/98 MRS&S frame sync software
procurement
-----------------------------------------------------------------------------------------------------------------------------------
11 *** Control Document 12/15/98 GSE Build #2 Development
-----------------------------------------------------------------------------------------------------------------------------------
12 *** 12/15/98 DID CDR design
-----------------------------------------------------------------------------------------------------------------------------------
13 *** 1/4/99 MRS&S CDR design
-----------------------------------------------------------------------------------------------------------------------------------
14 *** 1/4/99 MRS&S Development
-----------------------------------------------------------------------------------------------------------------------------------
15 *** 1/4/99 MRS&S CDR design
-----------------------------------------------------------------------------------------------------------------------------------
16 *** 1/15/99 GTACS CDR design
-----------------------------------------------------------------------------------------------------------------------------------
17 *** definition and flatfile) 1/15/99 GSE Build #2 Development
-----------------------------------------------------------------------------------------------------------------------------------
18 On-board S/C clock correlation and update - detailed operational scenarios 1/15/99 GTACS CDR design
(memo)
-----------------------------------------------------------------------------------------------------------------------------------
19 *** GTACS mimics 1/15/99 GTACS CDR design
*** or is different. If this interface will be different from ***,
first cut at interface definition needed at this time) (memo)
-----------------------------------------------------------------------------------------------------------------------------------
19.1 Need resolution on whether ranging data during *** will require SSGS 1/15/99 GTACS CDR design
support, ***
-----------------------------------------------------------------------------------------------------------------------------------
1
*** Confidential portions omitted and filed separately with the Commission.
ATTACHMENT A
Customer Furnished Equipment (CFE) and HSC Intellectual Property Need Dates
Dated 2/99
-----------------------------------------------------------------------------------------------------------------------------------
No. Item Date Required Item/Activity Impact
-----------------------------------------------------------------------------------------------------------------------------------
20 Ops concept: *** 1/15/99 OATS CDR
-----------------------------------------------------------------------------------------------------------------------------------
21 Ops concept: *** 1/15/99 OATS CDR
-----------------------------------------------------------------------------------------------------------------------------------
22 Ops concept: *** algorithm changes for N-Q 1/15/99 OATS CDR
-----------------------------------------------------------------------------------------------------------------------------------
23 Ops concept (particularly data flow changes): *** landmark 1/15/99 OATS CDR
measurements using stellar inertial reference (preprocessing/residuals for
*** and residuals/partials for ***)
-----------------------------------------------------------------------------------------------------------------------------------
24 Ops concept: *** 1/15/99 GTACS CDR
-----------------------------------------------------------------------------------------------------------------------------------
25 Data archiving requirements for eclipse history and *** 1/15/99 OATS CDR and Development
-----------------------------------------------------------------------------------------------------------------------------------
26 Ops concept: Eclipse attitude model, *** 1/15/99 OATS CDR
-----------------------------------------------------------------------------------------------------------------------------------
27 *** 1/15/99 OATS CDR
-----------------------------------------------------------------------------------------------------------------------------------
28 *** 1/15/99 OATS CDR and Development
-----------------------------------------------------------------------------------------------------------------------------------
29 Ops concept: *** 2/1/99 OATS CDR
-----------------------------------------------------------------------------------------------------------------------------------
30 Ops concept: *** for house-keeping 2/1/99 OATS CDR
-----------------------------------------------------------------------------------------------------------------------------------
31 Ops concept: *** for station-keeping 2/1/99 OATS CDR
-----------------------------------------------------------------------------------------------------------------------------------
32 Ops concept: *** verification from telemetry 2/1/99 OATS CDR
-----------------------------------------------------------------------------------------------------------------------------------
33 Momentum Management (Preliminary) 2/1/99 OATS CDR
. Ops scenario (with earlier
. Algorithms *** inputs as
. Required telemetry list available)
. Computation *** and/or ***
-----------------------------------------------------------------------------------------------------------------------------------
34 *** 2/1/99 OATS Development
-----------------------------------------------------------------------------------------------------------------------------------
35 *** 2/1/99 GTACS Development ?
-----------------------------------------------------------------------------------------------------------------------------------
36 On-board S/C clock correlation and update - detailed algorithms (memo) 2/15/99 GTACS Development
-----------------------------------------------------------------------------------------------------------------------------------
37 Requirement Definition: *** 2/15/99 OATS Development
-----------------------------------------------------------------------------------------------------------------------------------
2
*** Confidential portions omitted and filed separately with the Commission.
ATTACHMENT A
Customer Furnished Equipment (CFE) and HSC Intellectual Property Need Dates
Dated 2/99
-----------------------------------------------------------------------------------------------------------------------------------
No. Item Date Required Item/Activity Impact
-----------------------------------------------------------------------------------------------------------------------------------
38 ADD: *** algorithm changes for N-Q 2/15/99 OATS Development
-----------------------------------------------------------------------------------------------------------------------------------
39 ADD: *** algorithm changes for N-Q 2/15/99 OATS Development
-----------------------------------------------------------------------------------------------------------------------------------
40 Interface document (preliminary) *** software 3/1/99 GTACS Development
-----------------------------------------------------------------------------------------------------------------------------------
41 ADD - *** equations based on *** reference: 3/1/99 OATS Development
preprocessing/residuals for ***
-----------------------------------------------------------------------------------------------------------------------------------
42 ADD: Eclipse operation attitude model, *** and scenarios 4/1/99 OATS Development
-----------------------------------------------------------------------------------------------------------------------------------
43 *** Interface Document 4/1/99 OATS Development
-----------------------------------------------------------------------------------------------------------------------------------
44 ADD: *** (changes from OASYS methods) 4/1/99 OATS MSS Development
-----------------------------------------------------------------------------------------------------------------------------------
45 ADD: *** verification from telemetry 4/1/99 OATS Development
-----------------------------------------------------------------------------------------------------------------------------------
46 *** maintenance requirements 4/1/99 GTACS Development
-----------------------------------------------------------------------------------------------------------------------------------
47 ADD: Momentum Management: ops scenario, algorithms (*** command 4/1/99 OATS Development
residual ***), telemetry list, and s/c *** code
-----------------------------------------------------------------------------------------------------------------------------------
48 ADD: ***: operational scenario, 4/1/99 OATS Development
calibration algorithms, *** estimation algorithms
-----------------------------------------------------------------------------------------------------------------------------------
49 ADD: ***: operational scenario, 4/1/99 OATS Development
calibration algorithms
-----------------------------------------------------------------------------------------------------------------------------------
50 ADD: ***: preprocessing (removal and residual computation) and 4/1/99 OATS Development
regression
-----------------------------------------------------------------------------------------------------------------------------------
51 ADD: *** scenarios for *** 4/1/99 OATS Development
-----------------------------------------------------------------------------------------------------------------------------------
52 ADD: *** algorithms *** 5/1/99 OATS Development
-----------------------------------------------------------------------------------------------------------------------------------
53 Interface document: *** 5/1/99 GTACS Development
-----------------------------------------------------------------------------------------------------------------------------------
54 *** with valid data for all *** 6/1/99 MRS&S Development
(ten minutes of data) for validation of MRS&S processing (SSGS Build 1)
-----------------------------------------------------------------------------------------------------------------------------------
55 *** 6/1/99 OATS Development
-----------------------------------------------------------------------------------------------------------------------------------
3
*** Confidential portions omitted and filed separately with the Commission.
ATTACHMENT A
Customer Furnished Equipment (CFE) and HSC Intellectual Property Need Dates
Dated 2/99
-----------------------------------------------------------------------------------------------------------------------------------
No. Item Date Required Item/Activity Impact
-----------------------------------------------------------------------------------------------------------------------------------
56 New version (contents) of SSED database, including *** packet 6/15/99 GTACS Development
decom definition and *** parameter EU coefficients - in support of SSGS build
-----------------------------------------------------------------------------------------------------------------------------------
57 Sample S/C PCM data (PCM 1 and 2, dwell and normal minor frames) 6/15/99 GTACS Development
corresponding to database provided on same date (15 minutes of data) - in
support of SSGS build 1
-----------------------------------------------------------------------------------------------------------------------------------
58 *** 6/15/99 OATS Integration testing
-----------------------------------------------------------------------------------------------------------------------------------
59 Final definition of *** 7/12/99 MRS&S Development and GTACS
Development
-----------------------------------------------------------------------------------------------------------------------------------
60 *** (final detailed definition of *** to GTACS 7/12/99 GTACS Development
interface, if different from ***) (memo)
-----------------------------------------------------------------------------------------------------------------------------------
60.1 *** Interface Definition (final detailed definition of *** to 7/12/99 GTACS Development
GTACS interface, if different from) (memo)
-----------------------------------------------------------------------------------------------------------------------------------
60.2 Need definition (memo) of processing and formatting required for tlm 7/12/99 GTACS Development
***
-----------------------------------------------------------------------------------------------------------------------------------
60.3 ***, need detailed definition of incoming and outgoing formats and 7/12/99 GTACS Development
protocols (memo)
-----------------------------------------------------------------------------------------------------------------------------------
61 *** for validation of MRS&S processing (SSGS build 2) 8/15/99 MRS&S Development
-----------------------------------------------------------------------------------------------------------------------------------
62 *** ISI for integration and testing with SSGS build 2 8/15/99 GTACS Development
-----------------------------------------------------------------------------------------------------------------------------------
63 *** processing (SSGS build 2) 8/16/99 MRS&S Development
-----------------------------------------------------------------------------------------------------------------------------------
64 New version (contents) of SSED database, including *** housekeeping packet 9/1/99 GTACS Development
decom definition and *** - in support of SSGS build 2
-----------------------------------------------------------------------------------------------------------------------------------
65 Sample S/C PCM data (PCM 1 and 2, dwell and normal minor frames) 9/1/99 GTACS Development
corresponding to database provided (15 minutes of data) - in support of SSGS
build 2
-----------------------------------------------------------------------------------------------------------------------------------
66 *** 9/1/99 GTACS Development
-----------------------------------------------------------------------------------------------------------------------------------
4
*** Confidential portions omitted and filed separately with the Commission.
ATTACHMENT A
Customer Furnished Equipment (CFE) and HSC Intellectual Property Need Dates
Dated 2/99
-----------------------------------------------------------------------------------------------------------------------------------
No. Item Date Required Item/Activity Impact
-----------------------------------------------------------------------------------------------------------------------------------
67 New version (contents) of SSED database, including *** 12/1/99 GTACS Development
decom definitions and *** - in support of SSGS build 3
-----------------------------------------------------------------------------------------------------------------------------------
68 *** (as applicable) to match SSED database delivered on same date 12/1/99 GTACS Development
-----------------------------------------------------------------------------------------------------------------------------------
5
*** Confidential portions omitted and filed separately with the Commission.
ISI-230-04
October 27, 1998
Xxxxxx Space and Communications Company
Attention: Xx. Xxxx Xxxxxxx
Subcontracts Management
X.X. Xxx 000
Xxxx. X0, Xxxx Xxxxxxx X 000
Xx Xxxxxxx, XX 00000-0000
Subject Y2K Compliance Requirements
Reference A: Letter dated September 29, 1998, 98/148:JLP
Dear Xx. Xxxxxxx:
Per your request, ISI assessed the Year 2000 Compliance requirements contained
in Reference A. The requirements in Articles I and II will be met by the
delivered GOES N-Q GSE and SSGS software and hardware components as presently
defined in our baseline. Article III does not apply since we are not providing
non-compliant components. Under Article IV, the reference to milestones is not
clear. If it is referring to the milestones in Article III, then we have no
comment. If it is referring to milestones above and beyond the requirements in
Articles I and II, then we need clarification of Article IV.
Lastly, we will flow down these requirements to our vendors and consultants
unless directed otherwise.
Please contact the undersigned if there are any questions regarding these
matters. Thank you for your consideration.
Sincerely,
Xxxxxxx X. Xxxx
GOES N-Q Program Manager
cc:
Xxxxxx Xxxxxxxx
Xxxx Xxxxxxx
Xxxx Xxxxxxxxxx
13 April 1999
Integral Systems Incorporated
0000 Xxxxxxxxxxxx Xxx
Xxxxxx, XX 00000
In Reply Refer To: 99/064:JLP
Attention: Xx. X. Xxxx, Program Manager
Subject: Part 5.0 Applicable Documents and Attachments
Reference: Firm Fixed-Price Subcontracts, J8-759124-C3JP, Revision 1
Pursuant to the Buyer's Purchase Order General Provisions GL-21 dated 10/96 and
Exhibit "B", Modifications to GL-21 dated 02/99, the following is hereby
modified in the referenced document:
5.0 APPLICABLE DOCUMENTS AND ATTACHMENTS
------------------------------------
Exhibit "C" is modified and forms an integral part of this Subcontract and is
incorporated herein by this reference.
Attachment Title Date
---------- ----- ----
Exhibit C List of Known Deliverable Software and Software 4/99
Licenses
Your acknowledgment of receipt of this revision will be indicated by having a
duly authorized official of your company sign and return one (1) copy of same
within even (7) days from the data hereof to:
Xxxxxx Space and Communications Company
Attention: Xxxx X. Xxxxxxx
X.X Xxx 000
Xxxx. X0, Xxxx Xxxxxxx X 000
Xx Xxxxxxx, XX 00000-0000
XXXXXX SPACE AND COMMUNICATIONS COMPANY
By /s/
------------------------------
Title Subcontracting Manager
------------------------------
Date 13 April, 1999
------------------------------
INTEGRAL SYSTEMS, INC.
By /s/
-----------------------------------
Title President & Chief Operating Officer
-----------------------------------
Date 6 May, 1999
-----------------------------------
*** Confidential portions omitted and filed separately with the Commission.
Buyer and Seller agree that certain provisions in Exhibit B, Additional Terms
and Conditions do not apply to the added Developmental Software, GOES I-M OATS
Database Repartition, under this revision. Specifically, the following clauses
are inapplicable to this Government Furnished Software:
1. Warranties,
19. Final Acceptance, and
20. Indirect, Special, Incidental or Consequential Damages.
*** Confidential portions omitted and filed separately with the Commission.
Exhibit C
List of known Deliverable Software and Software Licenses
SOFTWARE
DELIVERABLE SOFTWARE LICENSE
-------------------- --------
ISI COTS SOFTWARE Exhibit D
EPOCH 2000
ABE (Archive Browser & Extractor)
OASYS (Orbit Analysis System Software)
Third Party COTS Software Exhibit E
***
***
***
***
Developmental Software Exhibit G
GTACS Support Software
Scheduler Support Software
MRS&S Software (MDL Receive System & Server)
DID Software (Dynamic Interaction Diagnostics)
OATS Software (Orbit and Attitude Tracking System)
GOES I-M OATS Database Repartition
*** Confidential portions omitted and filed separately with the Commission.
11 May 1999
Integral Systems Incorporated
0000 Xxxxxxxxxxxx Xxx
Xxxxxx, XX 00000
In Reply Refer To: 99/082:JPL
Attention: Xx. X. Xxxx, Program Manager
Subject: Part 5.0 - Applicable Documents and Attachments
Part 6.0 - Milestone Payment
Reference: Firm Fixed-Price Subcontracts, J8-759124-C3JP, Revision 2
Pursuant to the Buyer's Purchase Order General Provisions GL-21 dated 10/96 and
Exhibit "B" Modifications to GL-21 dated 2/99, the following is hereby modified
in the referenced document:
5.0 - APPLICABLE DOCUMENTS AND ATTACHMENTS
Exhibit "C" is modified and forms an integral part of this Subcontract and is
incorporated herein by this referenced.
Attachment Title Date
---------- ----- ----
Exhibit C List of Known Deliverable Software and Software 4/26/99
Licenses
6.0 MILESTONE PAYMENTS
------------------
The Buyer shall have the right to reduce or suspend milestone payments to the
Seller in the event Seller fails to complete on schedule, the milestone events
identified herein.
Payment for completed milestones shall be made by buyer after 1) Buyer's receipt
of Seller's detailed invoice certified by an appropriate company officer that
the particular milestone event for which payment is claimed has been completed
and 2) Buyer's receipt and acceptance of all written documentation and/or
deliverable items as required by the milestone event. Buyer shall notify Seller
of Buyer's acceptance or rejection of the documentation and/or deliverable items
within 30 days of receipt of the documentation and/or deliverable items. If
Buyer fails to notify Seller within 30-day period, payment shall be made no
later than 30 days after receipt of invoice.
The rights and remedies of the Buyer and the Seller, with respect to this
provision, shall not be exclusive and are in addition to any other rights and
remedies provided by law or in equity under this subcontract.
*** Confidential portions omitted and filed separately with the Commission.
PO J8-759124-C3JP, Revision 2
Integral Systems, Inc.
Page 2
This change incorporates Milestones 3A and 5A, and revises the Date, Value and
Milestone dollars for Milestones 4,5,6 and 7.
-----------------------------------------------------------------------------------------------------------
Milestone No. Description Date Value Milestone $'s
-----------------------------------------------------------------------------------------------------------
1 SSGS PDR Complete *** *** ***
-----------------------------------------------------------------------------------------------------------
2 GSE Build 1 Delivery *** *** ***
-----------------------------------------------------------------------------------------------------------
3 GTACS Proof-of-Concept Demo *** *** ***
-----------------------------------------------------------------------------------------------------------
3A GSE Build 1A Delivery *** *** ***
-----------------------------------------------------------------------------------------------------------
4 SSGS CDG Complete *** *** ***
-----------------------------------------------------------------------------------------------------------
5 SSGS Build 1/GSE Bld 2 Delivery *** *** ***
(for flight SWTRR)
-----------------------------------------------------------------------------------------------------------
5A System CDR Complete *** *** ***
-----------------------------------------------------------------------------------------------------------
6 SSGS Build 2 Delivery (Current Capability) *** *** ***
-----------------------------------------------------------------------------------------------------------
7 SSGS Build 3 Delivery (Final) *** *** ***
-----------------------------------------------------------------------------------------------------------
8 Pre-Shipment Review/Shipment to SOCC *** *** ***
-----------------------------------------------------------------------------------------------------------
9 End-to-End Compatibility Test 1A *** *** ***
Completed
-----------------------------------------------------------------------------------------------------------
10 Preliminary Acceptance Test Complete *** *** ***
-----------------------------------------------------------------------------------------------------------
11 SSGS Training Complete *** *** ***
-----------------------------------------------------------------------------------------------------------
12 End-to-End Compatibility Test 4 Complete *** *** ***
-----------------------------------------------------------------------------------------------------------
13 Spacecraft Engineering Handover *** *** ***
-----------------------------------------------------------------------------------------------------------
14 SSGS Final Acceptance *** *** ***
-----------------------------------------------------------------------------------------------------------
Balance of 6.0 and Purchase order remains unchanged.
Your acknowlegement of receipt of this revision will be indicated by having a
duly authorized official of your company sign and return one (1) copy of same
within seven (7) days from the date hereof to:
Xxxxxx Space and Communications Company
Attention: Xxxx X. Xxxxxxx
X.X. Xxx 000
Xxxx. X0, Xxxx Xxxxxxx X 000
Xx Xxxxxxx, XX 00000-0000
XXXXXX SPACE AND COMMUNICATIONS COMPANY
By /s/
-----------------------------------
Title Subcontract Manager
-----------------------------------
Date 5/11/99
-----------------------------------
INTEGRAL SYSTEMS, INC.
By /s/
-----------------------------------
Title VP Government Programs
-----------------------------------
Date 5/27/99
-----------------------------------
*** Confidential portions omitted and filed separately with the Commission.
-----------------------------------------------------------------------------------------------------------------------------------
GOES N-Q SSGS/GSE License Breakdown
-----------------------------------------------------------------------------------------------------------------------------------
Item # Type of License Subsystem/Location Init. Build Quantity Host Name Host ID
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
1 EPOCH Server GTACS SOCC SSGS 1 4 SOCC
-----------------------------------------------------------------------------------------------------------------------------------
2 ABE GTACS SOCC SSGS 1 4
-----------------------------------------------------------------------------------------------------------------------------------
3 *** GTACS SOCC SSGS 1 4
-----------------------------------------------------------------------------------------------------------------------------------
4 *** GTACS SOCC SSGS 1 1
-----------------------------------------------------------------------------------------------------------------------------------
5 *** GTACS SOCC SSGS 1 1
-----------------------------------------------------------------------------------------------------------------------------------
6 OASYS OATS SOCC SSGS 1 3
-----------------------------------------------------------------------------------------------------------------------------------
7 *** MRS&S SOCC SSGS 1 4
-----------------------------------------------------------------------------------------------------------------------------------
8 EPOCH Server GTACS WCDA SSGS 2 2 WCDA
-----------------------------------------------------------------------------------------------------------------------------------
9 ABE GTACS WCDA SSGS 2 2
-----------------------------------------------------------------------------------------------------------------------------------
10 *** GTACS WCDA SSGS 2 2
-----------------------------------------------------------------------------------------------------------------------------------
11 *** GTACS WCDA SSGS 2 1
-----------------------------------------------------------------------------------------------------------------------------------
12 *** GTACS WCDA SSGS 2 1
-----------------------------------------------------------------------------------------------------------------------------------
13 OASYS OATS WCDA SSGS 2 2
-----------------------------------------------------------------------------------------------------------------------------------
14 *** MRS&S WCDA SSGS 2 4
-----------------------------------------------------------------------------------------------------------------------------------
15 *** NTACTS WCDA SSGS 2 6
-----------------------------------------------------------------------------------------------------------------------------------
16 EPOCH Server GTACS BUCDA SSGS 2 1 BUCDA
-----------------------------------------------------------------------------------------------------------------------------------
17 ABE GTACS BUCDA SSGS 2 1
-----------------------------------------------------------------------------------------------------------------------------------
18 *** GTACS BUCDA SSGS 2 1
-----------------------------------------------------------------------------------------------------------------------------------
19 *** GTACS BUCDA SSGS 2 1
-----------------------------------------------------------------------------------------------------------------------------------
20 OASYS OATS BUCDA SSGS 2 1
-----------------------------------------------------------------------------------------------------------------------------------
21 *** MRS&S BUCDA SSGS 2 2
-----------------------------------------------------------------------------------------------------------------------------------
22 *** NTACTS BUCDA SSGS 2 1
-----------------------------------------------------------------------------------------------------------------------------------
23 *** MRS&S SEC 3 SEC
-----------------------------------------------------------------------------------------------------------------------------------
24 EPOCH Server GTACS Server GSE GSE 1 1 *** *** GSE
-----------------------------------------------------------------------------------------------------------------------------------
25 *** GTACS Server GSE GSE 1 1
-----------------------------------------------------------------------------------------------------------------------------------
26 *** NTACTS GSE GSE 1 2
-----------------------------------------------------------------------------------------------------------------------------------
27 *** MRS&S GSE GSE 3 1
-----------------------------------------------------------------------------------------------------------------------------------
28 EPOCH Client User W/S GSE (client) 4
-----------------------------------------------------------------------------------------------------------------------------------
29 ABE User W/S GSE 4
-----------------------------------------------------------------------------------------------------------------------------------
30 *** User W/S GSE 4
-----------------------------------------------------------------------------------------------------------------------------------
31 GTACS EPOCH MST 1 LM-SXI 1 *** *** MST
-----------------------------------------------------------------------------------------------------------------------------------
32 GTACS EPOCH ST 2 - to ISI - to SOCC 1 *** ***
-----------------------------------------------------------------------------------------------------------------------------------
33 GTACS EPOCH MST 3 SDVE 1 *** ***
-----------------------------------------------------------------------------------------------------------------------------------
*** Confidential portions omitted and filed separately with the Commission.
-----------------------------------------------------------------------------------------------------------------------------------
GOES N-Q SSGS/GSE License Breakdown
(con't)
-----------------------------------------------------------------------------------------------------------------------------------
Type of License Subsystem/Location Init. Build Qty for HSC Host Name Host ID
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
34 GTACS EPOCH MST 4 SOCC 1 *** ***
-----------------------------------------------------------------------------------------------------------------------------------
35 GTACS EPOCH MST 5 at HSC 1 *** ***
-----------------------------------------------------------------------------------------------------------------------------------
36 GTACS EPOCH MST 6 at HSC 1 XXX XXX
-----------------------------------------------------------------------------------------------------------------------------------
37 GTACS EPOCH MST 7 at HSC 1 XXX XXX
-----------------------------------------------------------------------------------------------------------------------------------
38 GTACS EPOCH MST 8 at HSC 1 XXX XXX
-----------------------------------------------------------------------------------------------------------------------------------
39 OASYS MST (to SOCC) 2
-----------------------------------------------------------------------------------------------------------------------------------
40 EPOCH Server GOC 1 GOC
-----------------------------------------------------------------------------------------------------------------------------------
41 EPOCH Client GOC 4
-----------------------------------------------------------------------------------------------------------------------------------
42 EPOCH XXX XXX 4
-----------------------------------------------------------------------------------------------------------------------------------
43 *** GOC 4
-----------------------------------------------------------------------------------------------------------------------------------
44 *** GOC 1
-----------------------------------------------------------------------------------------------------------------------------------
*** Confidential portions omitted and filed separately with the Commission.
