ASSIGNMENT, CHANGE OF NAME, OR NOVATION. Neither this Purchase Order nor the benefits or obligations thereof shall be assigned or novated by Seller except with the prior written express consent of the Buyer. Any such assignment or novation (i.e., transfer) of this order shall be void and shall be cause for termination of this order for default (or, for termination for convenience, at Purchaser’s sole option) unless prior written consent is granted by the Buyer. If the Buyer consents to Seller’s request, the Seller shall execute, and when required shall also require its prospective transferee, etc. to execute, any assignment agreement, change-of-name agreement, novation agreement, and/or other appropriate documentation that is specified by, and acceptable to, the Buyer. Seller remains responsible for insuring that no unauthorized exports and/or disclosures of export-controlled equipment, hardware, and information occur. A Change of Name by Seller does not require Purchaser’s consent. However, ▇▇▇▇▇▇ agrees to execute an appropriate Change of Name Agreement that pertains to this purchase order when requested by ▇▇▇▇▇. Consent by the Purchaser to an assignment or novation of the work to be performed hereunder is not to be construed as approval for the Seller or its successor to act contrary to any applicable law(s), rule(s), regulation(s), or contract term(s) including those dealing with security and export control. Seller is to insure that there are no unauthorized disclosures of equipment, technical data, or other information subject to export control or to other limitations on distribution and that all Government and Purchaser prior written approvals required are obtained. In the event that ▇▇▇▇▇▇ intends to request approval to assign or novate the work hereunder, in whole or in part, Seller is to ensure that its intended assignee or transferee (under the novation agreement): is not debarred, suspended, or otherwise ineligible to receive a Federal contract or subcontract; and agrees to, and is able to, fully comply with all contract terms and conditions, including those dealing with export control and control of Naval Nuclear Propulsion Information (NNPI); and is not a foreign entity or any foreign organization (including foreign subsidiaries and affiliates of the Contractor) (unless prior written approval by Buyer; Buyer’s Customer and, when required, the U.S. Government has been granted); and has developed and implemented an Access Control Plan/Technology Control Plan to prevent the unauthorized disclosure of equipment or technical data, including the more stringent control requirements for NNPI; and by receiving the work will not increase the cost or price to the Purchaser or its customer. In addition, ▇▇▇▇▇▇ agrees that: it shall remain liable for satisfactory performance or lack of satisfactory performance by its assignee; and ▇▇▇▇▇▇ agrees to execute any paperwork regarding the assignment that EB considers necessary to protect EB’s and/or the Government’s interests; and if payment by EB is to be made directly to the assignee, that Seller authorizes EB in writing to do so and states that such payment(s) made by EB satisfy EB’s obligations to Seller for payment for the goods or services being invoiced.
Appears in 2 contracts
Sources: Purchase Order, Terms and Conditions
ASSIGNMENT, CHANGE OF NAME, OR NOVATION. Neither this Purchase Order nor the benefits or obligations thereof shall be assigned or novated by Seller except with the prior written express consent of the Buyer. Any such assignment or novation (i.e., transfer) of this order shall be void and shall be cause for termination of this order for default (or, for termination for convenience, at Purchaser’s sole option) unless prior written consent is granted by the Buyer. If the Buyer consents to Seller’s request, the Seller shall execute, and when required shall also require its prospective transferee, etc. to execute, any assignment agreement, change-of-name agreement, novation agreement, and/or other appropriate documentation that is specified by, and acceptable to, the Buyer. Seller remains responsible for insuring that no unauthorized exports and/or disclosures of export-controlled equipment, hardware, and information occur. A Change of Name by Seller does not require Purchaser’s consent. However, ▇▇▇▇▇▇ agrees to execute an appropriate Change of Name Agreement that pertains to this purchase order when requested by ▇▇▇▇▇. Consent by the Purchaser to an assignment or novation of the work to be performed hereunder is not to be construed as approval for the Seller or its successor to act contrary to any applicable law(s), rule(s), regulation(s), or contract term(s) including those dealing with security and export control. Seller is to insure that there are no unauthorized disclosures of equipment, technical data, or other information subject to export control or to other limitations on distribution and that all Government and Purchaser prior written approvals required are obtained. In the event that ▇▇▇▇▇▇ intends to request approval to assign or novate the work hereunder, in whole or in part, Seller is to ensure that its intended assignee or transferee (under the novation agreement): is not debarred, suspended, or otherwise ineligible to receive a Federal contract or subcontract; and agrees to, and is able to, fully comply with all contract terms and conditions, including those dealing with export control and control of Naval Nuclear Propulsion Information (NNPI); and is not a foreign entity or any foreign organization (including foreign subsidiaries and affiliates of the Contractor) (unless prior written approval by Buyer; Buyer’s Customer and, when required, the U.S. Government has been granted); and has developed and implemented an Access Control Plan/Technology Control Plan to prevent the unauthorized disclosure of equipment or technical data, including the more stringent control requirements for NNPI; and by receiving the work will not increase the cost or price to the Purchaser or its customer. In addition, ▇▇▇▇▇▇ agrees that: it shall remain liable for satisfactory performance or lack of satisfactory performance by its assignee; and ▇▇▇▇▇▇ agrees to execute any paperwork regarding the assignment that EB considers necessary to protect EB’s and/or the Government’s interests; and if payment by EB is to be made directly to the assignee, that Seller authorizes EB in writing to do so and states that such payment(s) made by EB satisfy EB’s obligations to Seller for payment for the goods or services being invoiced.):
Appears in 1 contract
Sources: Purchase Order