Exhibit 10.1
LONG TERM AGREEMENT
AGREEMENT # 952619
Between
THE BOEING COMPANY
and
CopyTele Incorporated
BEST Supplier Code
# BE10343641
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Table of Contents
Page No.
Section 1: Definitions .................................................. 3
Section 2: Statement of Work ............................................ 4
Section 3: Period of Performance ........................................ 4
Section 4: Estimated Expenditure Limitation ............................. 4
Section 5: Pricing/Rates ................................................ 5
Section 6: Ordering ..................................................... 6
Section 7: Delivery ..................................................... 6
Section 8: Identification, Invoicing and Payment ........................ 6
Section 9: Technical Interface .......................................... 7
Section 10: Qualification of Personnel ................................... 8
Section 11: Export Control Notice ........................................ 8
Section 12: Foreign Status ............................................... 9
Section 13: Security Requirements ........................................10
Section 14: Participation ................................................10
Section 15: Priority Rating ..............................................11
Section 16: Notices and Correspondence ...................................11
Section 17: Cost Reduction Initiatives ...................................11
Section 18: Performance Criteria .........................................12
Section 19: Entire Agreement .............................................13
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This Agreement is entered into by and between The Boeing Company (hereinafter
referred to as "Buyer"), and CopyTele. (hereinafter referred to as "Seller"),
with offices at 000 Xxxx Xxxxxxx Xx. Xxx 000X Xxxxxxxx, XX 00000.
WITNESSETH
In consideration of the promises set forth herein, the parties hereto mutually
agree as follows:
This Long Term Agreement (hereinafter referred to as "LTA" or "Agreement") sets
forth terms and conditions for the procurement of supplies and services in
support of various Boeing programs on an as required basis. Seller agrees to
furnish such supplies and/or services as may be ordered by Buyer, from
time-to-time at the prices and terms and conditions set forth herein.
This Agreement consists of the Title page; the Schedule, the Signature page and
the following Exhibits, are incorporated herein by reference:
EXHIBITS: TITLE:
--------- ------
Exhibit A Parts Price List
Exhibit B Pro-6088 Forms
Exhibit C Technical Documents
SCHEDULE
1. DEFINITIONS
-----------
1.1. BOA: Basic Ordering Agreement, also as appropriate Corporate
Agreement (CA), Blanket Contract and Long Term Agreement (LTA).
1.2. Buyer: The Boeing Company
1.3. Documentation: user manuals, training materials, product
descriptions and specifications, technical manuals, license
agreements, supporting materials and other printed information
relating to Goods and/or Services, whether distributed in print,
electronic, CD-ROM or video format.
1.4. Estimated Expenditure Limitation: is an estimated total value of
orders to be released during a specified period.
1.5. Goods: individually or collectively as appropriate, hardware,
software and related documentation, maintenance agreements,
support agreements and/or licenses delivered by physical or
electronic means as specifically defined by this Agreement.
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1.6. Lead-Time: the time span from when Buyer releases an Order to
Seller to when the goods and/or services are received by Buyer.
1.7. Order: a Delivery Order, Purchase Order, Purchase Contract, Work
Order, Blanket Purchase Order, Release or any other
Buyer-authorized procurement document issued by Buyer to Seller
referencing this Basic Ordering Agreement (BOA).
1.8. Seller: Copytele Incorporated
1.9. Services: On-site or off-site non-receivable services and
associated materials billed as time and material/labor hours as
specifically defined by this Agreement.
2. STATEMENT OF WORK
-----------------
2.1 Seller shall provide wireless encryption devices and accessories,
and related services and documentation required to build and
support information technology infrastructure, network
infrastructure, "proof-of-concept" laboratories, voice service
solutions and any emerging needs.
2.2 The goods and services are identified in Exhibit A "Parts Price
List" and in accordance with the delivery schedules and firm
fixed-prices set forth therein.
2.3 There is no guarantee of minimum usage under this LTA. Buyer will
not be obligated to place any individual Orders.
3. PERIOD OF PERFORMANCE
---------------------
3.1 The effective term of this Agreement shall be for a period of
three (3) years beginning on the date of Buyer's execution of
this agreement and ending May 25, 2010.
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3.2 Seller shall accept and process all orders issued by Buyer during
the period of performance notwithstanding that the delivery dates
of any orders may extend beyond the period of performance.
4. ESTIMATED EXPENDITURE LIMITATION
--------------------------------
4.1 Any estimates regarding forecasts, planning, and/or quantities
provided to Seller by Buyer in any document relating to this
agreement are to be considered informational only and represent
no commitment by Buyer to purchase any particular quantity of
supplies or service.
4.2 The parties agree that this agreement may be incrementally
funded. The current maximum amount for which Buyer will be liable
under this agreement is $ 200,000. This amount may be
periodically increased as indicated in paragraph 4.3 below.
4.3 Any expenditure or obligation in excess of the amount(s) set
forth above, as it may from time to time be increased, which is
incurred by Seller in furtherance of performance under this
agreement, will be at Seller's own risk. Seller will not be bound
to continue performance if such performance would cause the
amount to be expended or obligated to exceed the then current
estimated expenditure limitation. Seller will, upon reaching
eighty-five percent (85%) of the then current estimated
expenditure limitation, notify Buyer's authorized agent. Upon
receipt of Seller's notice, Buyer will then determine whether or
not to increase the then current expenditure limitation.
Alternatively, Buyer may, at its option, unilaterally increase
the then current estimated expenditure limitation. The then
current estimated expenditure limitation may be increased by the
issuance of a unilateral change to this Agreement, signed by an
authorized agent of Buyer, or by a bilateral amendment to this
Agreement.
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4.4 Notwithstanding any other provision of this Agreement, Buyer will
not be obligated to pay Seller more than the price of each order,
together with its amendments, for performance under this
agreement, including termination costs, if any.
4.5 There is no guarantee of minimum usage under this Agreement.
5. PRICING/RATES
-------------
5.1 The prices covered by this Agreement are set forth in Exhibit A
"Parts Price List."
5.2 The prices are firm-fixed for the term of this Agreement.
5.3 RATES - SERVICES
----------------
5.3.1 The labor rates above include Subcontractor's profit,
overhead and supervision costs, social security taxes and
contributions, workers' compensation costs, and all other
applicable taxes and insurances, expenses for utilities,
equipment, all direct and indirect operating expenses, and
all other expenses, of whatever nature, except as
specifically provided elsewhere in this Agreement.
5.3.2 No overtime will be charged to this Agreement unless such
overtime is approved in advance in writing by Buyer's
authorized technical representative.
5.3.3 The labor rates above are not portal-to-portal; i.e.,
billable hours start upon arrival at the work site and end
upon departure from the work site.
5.3.4 Reimbursement for Travel and Expenses - Travel is not
authorized on this agreement, unless prior written
approval is obtained from the Technical Representative.
5.3.5 Labor rates above do not include Travel & Expenses (T&E)
associated with the performance of services. Authorized
T&E expenses will be billed directly to Buyer separate
from labor hours, at the actual cost incurred by Seller,
with no xxxx up. Actual travel (air and/or vehicles) and
lodging expenses will be billed at an actual cost incurred
basis according to the U.S. government Services
Administration Federal Travel Regulations (FTR). Meals and
incidental expenses (M&IE) will be billed on a per-diem
basis on the FTR established rate.
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6. ORDERING
--------
Individual Orders will constitute the sole authority for procurement
of all items under this agreement. Buyer may issue, and Seller shall
accept, Orders for the products described herein. However, Buyer and
Seller agree that this agreement does not constitute an Order for any
items, nor shall it be construed as authorizing work hereunder.
7. DELIVERY
--------
7.1 Items shall be delivered in accordance with the delivery
requirements as set forth in individual Orders. Buyer may issue
orders requiring delivery to multiple destinations.
7.1.1 Delivery locations shall include but not be limited to any
Boeing IDS or Boeing Commercial Airplane sites and
facilities.
7.2 F.O.B. point shall be ORIGIN. (Ship in accordance with
instructions found in Supplier Management and Procurement
Information - Routing Instructions), located on web site:
xxxx://xxx.xxxxxx.xxx/xxxxxxxxxxxxxx/xxxxxxxx/xxxxxxxxxxx/
routing.htm
7.3 Seller's lead-time shall be as set forth in Exhibit A "Parts
Price List" of this Agreement. Each Order shall contain the
required delivery date.
7.4 Packaging Requirements
Seller shall strictly adhere to Packaging Requirements specified
in each individual Order.
8. IDENTIFICATION, INVOICING AND PAYMENT
-------------------------------------
8.1 Seller shall submit invoices to the Accounts Payable Department
as specified in the applicable Order. (Not applicable to Orders
utilizing pay from receipt process).
8.2 Seller invoices shall comply with the instructions of the
applicable Order. Each invoice shall contain but not be limited
to the following: (1) Order Number (2) Agreement Number, (3) Item
Description, (4) Unit Price, (5) Total Amount Billed.
8.3 Payment Terms under this agreement are: Net 30 days.
8.4 The individual purchase orders referencing this LTA will indicate
whether the purchases are for resale or not for resale.
The Buyer's Tax Permit Numbers applicable to this Agreement are
located at the following website:
xxxx://xxxxxxx.xxx.xxxxxx.xxx/Xxx/xxxxxxxx/xxxxxxxxxxxxx.xxx
or, contact the Tax Department at 000-000-0000 for
assistance.
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8.5 SERVICES
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8.5.1 Travel and expenses are to be listed separate from the
hourly rates and must include dates and location of
travel. All invoices for travel must contain the following
certification to FAR 31.205.45 for all applicable travel
and expenses as follows: "All amounts claimed are in
accordance with the FAR and are allowable as defined there
under."
8.5.2 Subcontractor's representative shall, on a weekly basis,
present a completed Technical Services Timecard (Exhibit
"TBD") or Subcontractor's equivalent, to Buyer's technical
representative, who shall verify the accuracy of the
Accounting, hours expended, and other services provided
and sign. There is to be only one timecard per week per
employee. If Subcontractor's representative is working for
more than one Boeing technical representative, all Boeing
technical representatives must sign. The Subcontractor
shall attach the signed Technical Services Timecard to
their invoice and forward to Accounts Payable in
accordance with Section VIII.D entitled "Invoicing."
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8.5.3 Invoices shall be approved by the identified Invoice
Approver or his/her Authorized Designee reflected on each
specific individual Order.
8.5.4 Upon completion of the work required under this Contract,
Subcontractor shall promptly submit to Buyer an
appropriate executed "certification as to the hours
expended" which certifies the total number of direct
technical labor hours expended under this Subcontract, as
follows:
"I hereby certify that the direct labor hours and other
direct costs as itemized hereon represent the actual
direct labor hours and other direct costs accumulated
pursuant to the Contract identified herein.
Signature Title Date "
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9. TECHNICAL INTERFACE
-------------------
This provision is applicable to Orders for services only.
For services, all technical interfaces with Subcontractor will be
coordinated through the identified Technical Representative identified
on each individual Order.
10. QUALIFICATION OF PERSONNEL
--------------------------
This provision is applicable to Orders for services only.
10.1 No person objected to by Buyer shall be assigned by Seller to
perform services hereunder, and upon receipt of a written request
from Buyer for the replacement of any such person, such person
shall be removed and a satisfactory replacement furnished.
However, the Seller shall not remove, reassign, or transfer any
Seller employee acceptable to Buyer without the written
permission of the Buyer during the term of this Contract.
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10.2 If, within the first twenty-four (24) hours of assignment, any of
the Seller's personnel prove to be unsatisfactory within the
discretion of the Buyer, no charge will be made to Buyer for the
time worked or services rendered during this period by such
personnel. Seller shall save and hold Buyer harmless from any and
all liability from the exercise of its discretion.
10.3 If objections to the qualifications of the Seller's personnel are
not raised by Buyer within the first five (5) working days, said
personnel will be considered qualified for the assignment,
provided, however, at any time after expiration of the above
first five (5) working day period Seller further shall withdraw
and replace immediately any personnel that Buyer deems
unacceptable, even though such personnel have been approved
previously by Buyer and provided, further, that in this event,
the Seller shall be entitled to payment for services of the
personnel up to the date Buyer requests the personnel to be
withdrawn. If Seller's personnel who are acceptable to Buyer
subsequent to the five (5) working day trial period resign or are
acceptable to Buyer subsequent to the five (5) working day trial
period resign or discontinue employment for other reasons, such
personnel shall be immediately replaced by the Seller without
additional cost to Buyer except as otherwise provided in this
Contract. Seller shall be entitled to payment for services of
personnel who discontinue employment up to and including the date
of such discontinuance.
10.4 Buyer reserves the right to terminate the services of one or all
of the Seller's personnel on twenty-four (24) hours notice.
10.5 In the event that Engineering Services are required as stated in
Exhibit A "Parts Price List" seller shall complete all required
documentation as stated in Exhibit B "Pro-6088".
11. EXPORT CONTROL NOTICE
---------------------
Seller shall presume that all drawings, specifications, and other
technical data or goods provided by Buyer to Seller contain information
subject to export control laws. Whether or not specifically identified
or marked as such by Buyer. Seller Shall not disclose (oral, visual,
written or otherwise) or provide such drawings, specifications and
other technical data or goods to any foreign person (including but not
limited to Seller's employees, Seller's subcontractor's, etc.) or
foreign firm or institution, without first obtaining authorization from
the Department of State, and notifying Buyer in advance of its
intentions to do so.
A "foreign firm or institution" means those organized or existing under
the laws of a country other than the United States, its territories, or
possessions. The term includes any agency or instrumentality of a
foreign government, and firms, institutions or business organizations
that are owned or are substantially controlled by foreign governments,
firms, institutions, or individuals.
A "foreign person" does not include United States citizens and
corporations and permanent resident aliens of the United States.
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Seller shall include the above paragraphs in all its purchase contracts
and solicitations.
Information furnished to Seller under this solicitation/purchase
contact may contain technical data as defined as defined in the
International Traffic in Arms Regulations ("ITAR") at 22 CFR 120.10.
Seller is advised and hereby acknowledges that such technical data may
not be exported, disclosed or transferred to any foreign person, as
defined in the ITAR at 22 CFR 120.16, without first complying with all
the requirements of the ITAR (22 CFR 120-130) including requirements
for obtaining any required export authority. If such technical data is
marked as ITAR controlled, Seller shall indemnify and hold Buyer
harmless from and against any and all claims, liabilities and expenses
resulting from Seller's failure to comply with the export laws and
regulations of the United States.
By law, Buyer must control access to export controlled technical data
within its facilities. Therefore, Seller shall only assign personnel to
perform work in Buyer's facilities who are either U.S. citizens or who
have been granted Permanent Resident Alien status in the U.S. Seller's
personnel will be required to furnish documentary evidence of
citizenship or immigration status to Buyer's Security Badge and ID
personnel at the time of badge pick-up. Acceptable documentary evidence
of citizenship or immigration status includes U.S. Passport,
Certificate of U.S. Citizenship, Certificate of Naturalization,
certified copy of U.S. Birth Certificate, U.S. Alien Registration
Receipt Card with Photo, and un-expired foreign passport with INS-551
stamp or Certificate of Birth Abroad issued by U.S. Department of
State.
12. FOREIGN STATUS
--------------
Unless Seller has notified Buyer of its foreign status, by acceptance
of this Contract, Seller agrees and certifies that:
1) it is not a foreign corporation
2) it is not a Representative of a Foreign Interest (RFI), and
3) it will not employ any foreign persons on the effort related to
this Boeing procurement.
Seller agrees to notify Boeing of any change in status set forth above.
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13. SECURITY REQUIREMENTS
---------------------
This provision is applicable to Orders for services only.
If required, processed and approved on individual Orders, the Seller
shall comply with the security requirements of the Contract Security
Classification Specification, DD Form 254. Once approved, the DD Form
254 will be incorporated by reference into the individual Order.
14. PARTICIPATION
-------------
14.1 Seller agrees that any Boeing division or Boeing subsidiary
("Boeing Entity") not specifically included in this Agreement may
place orders under this Agreement during the term hereof or any
written extension thereof, under the terms, conditions and
pricing specified by this Agreement. Seller agrees that the
prices set forth herein may be disclosed by Boeing on a
confidential basis to Boeing entities wishing to invoke this
Section. Seller shall notify the Boeing Procurement
Representative named in Section 13.0 of this Agreement of Boeing
Entities not specifically referenced herein who frequently use
this Agreement.
14.2 Buyer Subcontractors/Suppliers - Seller agrees that any
subcontractor or supplier performing work for Buyer, including
but not limited to inventory management, (hereinafter referred to
as "Buyer Subcontractor") may issue an order or contract with
Seller independent of the Agreement. Seller agrees to sell items
to such Buyer Subcontractor for its use in its contracts with
Buyer at the prices set forth herein or at a price that reflects
the pricing methodology used under the Agreement. Buyer assumes
no obligation, including payment obligation, with respect to such
independent contract. Seller may request written verification
from the Buyer Subcontractor that the items ordered pursuant to
the authority of the Agreement support Buyer requirements. Seller
shall periodically inform Buyer of each such request invoking
this participation right. Seller shall not release stock material
to other than the forecasting site without prior consent from the
affected site(s) unless stocked material quantity is in excess of
the total forecasted amount.
14.3 Notification of Contract In the event a purchaser known by Seller
to be a Boeing Entity or Boeing Subcontractor places an order for
supplies or services covered by this Agreement but fails to
reference this Agreement or otherwise seek the prices established
by this Agreement, Seller shall notify such purchaser of the
existence of this Agreement and the prices established hereunder
and shall offer such prices to such purchaser.
14.4 Notification of Price Reductions: If Seller is awarded an
additional order or contract by another Boeing Entity that
results in any price less than that established under this
Agreement, Seller agrees to notify the Boeing Procurement
Representative immediately of said price reductions and shall
extend all such price reductions to this Agreement.
15. PRIORITY RATING
---------------
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15.1 The following certification will be applicable to all DPAS-Rated
Orders issued under this contract against government prime
contracts:
"This is a rated order certified for national defense use,
and you are required to follow all the provisions of the
Defense Priorities and Allocations System (DPAS) regulation
(15 CFR 700). Pursuant to the DPAS regulation, you are
required to acknowledge this order in writing within fifteen
working days after receipt of a `DO' rated order and within
ten working days after receipt of a `DX' rated order."
16. NOTICES AND CORRESPONDENCE
--------------------------
All notices and formal correspondence between the parties, in all
matters dealing with this agreement, will be sent to the following
addresses:
To BUYER: THE BOEING COMPANY
0000 Xxxxx Xxxxxx, M/C H012-B436
Xxxxxxxxxx Xxxxx, XX XXX 00000-0000
Attention: Xxxxxxx X. Xxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
Email: Xxxxxxx.x.xxxxxxx@xxxxxx.xxx
To SELLER: CopyTele Incorporated
000 Xxxx Xxxxxxx Xx XXX 000
Xxxxxxxx, XX XXX 00000
Attention: Xxx Xxxxx
Telephone: 000-000-0000 x 000
Fax: 000-000-0000
Email: xxxxxx@xxxxxxxx.xxx
or any other address, provided prior written notice is given to
the other party.
17. COST REDUCTION INITIATIVES
--------------------------
17.1 Value Engineering - Seller may from time to time submit proposals
to Buyer to decrease Seller's performance costs or produce a net
reduction in the cost to Buyer of the Goods. Provided, that such
change shall not impair any essential functions or
characteristics of the goods being purchased.
17.2 Submission of Proposal - Proposals shall be submitted to Buyer's
Procurement Representative. Buyer shall not be liable for any
delay in acting upon a proposal. Buyer's decision to accept or
reject any proposal shall be final. If there is a delay and the
net result in savings no longer justifies the investment, Seller
will not be obligated to proceed with the change. Seller has the
right to withdraw, in whole or in part, any proposal not accepted
by Buyer within the time period specified in the proposal. Seller
shall submit, as a minimum, the following information with the
proposal:
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17.2.1 Description of the difference between the existing
requirement and the proposed change, and the comparative
advantages and disadvantages of each;
17.2.2 The specific requirements that must be changed if the
proposal is adopted;
17.2.3 The cost savings and Seller's implementation costs;
17.2.4 Each proposal shall include the need dates for engineering
release and the time by which a proposal must be approved
so as to obtain the maximum cost reduction.
17.3 Acceptance and Cost Sharing - Buyer may accept, in whole or in
part, any proposal by issuing a change order. Until such change
order has been issued, Seller shall remain obligated to perform
in accordance with the terms and conditions of the original
Order.
17.3.1 Seller shall include with each proposal verifiable cost
records and other data as required by Buyer for proposal
review and analysis.
17.3.2 Each party shall be responsible for its own implementation
costs.
17.4 Lean Savings/Reward Saving - Buyer and Seller agree to
aggressively pursue cost-improvement opportunities. As part of
this program Buyer and Seller agree to work together to eliminate
waste and increase efficiencies involved in supply of Buyer goods
being purchased. Tools such as AIW's (Accelerated Improvement
Workshops) and Kaizen teams will be utilized to help reach
cost-improvement targets. Buyer and Seller agree to support the
improvement activities with necessary resources.
17.5 Cost-Reduction Goals - Buyer and Seller agree to develop plans
and work towards the cost-reduction goals. Buyer and Seller shall
agree to the saving share ratio prior to undertaking the cost
reduction efforts.
18. PERFORMANCE CRITERIA
--------------------
18.1 During performance under this Agreement, the Seller must maintain
a minimum composite rating for quality and delivery of Bronze as
defined by Buyer's enterprise performance measurement systems. If
the Seller falls below Bronze in either category for three
consecutive months, a corrective action plan (CAP) must be
submitted to Buyer within two weeks of published performance data
for Buyer's review and acceptance. The CAP shall include, but not
be limited to, identification of the issue causing the
infractions, Seller's corrective actions and a date when
performance shall be at Bronze or better. This recovered Bronze
level shall be maintained for a period of three (3) months.
Failure to comply with this article may result in termination of
this Agreement.
18.2 If the Seller is unable to meet the delivery or quality
requirements for an individual Order, Buyer may issue an Order
with an alternate source or direct Seller to obtain the goods
from a Buyer-approved alternate source to satisfy Buyer's
requirement. Examples where Buyer may impose this requirement
include, but are not limited to: 1) Seller unable to meet normal
lead time for an Order, 2) Seller unable to meet delivery
schedule for an open Order, 3) Seller unable to support Buyer's
expedited lead time.
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19. ENTIRE AGREEMENT
----------------
This Agreement supersedes all prior oral or written agreements, if any,
between the parties and constitutes the entire agreement between the
parties with respect to the goods and services to be delivered under
this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement which is effective as of the date executed
by the Boeing Company below.
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THE BOEING COMPANY COPYTELE INCORPORATED
/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxx
----------------------------------------------------------- ---------------------------------------------------------
Authorized Agent Seller's Representative
Xxxxxxx X. Xxxxxxx 5/22/2007 Xxxxx X. Xxxxxx 5/23/2007
------------------------------ ---------------------------- -------------------------------- ------------------------
Printed or Typed Name Date Printed or Typed Name Date
Procurement Agent CEO
----------------------------------------------------------- ---------------------------------------------------------
Title (print) Title (print)
(000) 000-0000 (000) 000-0000
--------------------- ------------------------------------- ---------------------------------------------------------
Telephone Fax Phone Telephone Fax Phone
--------------------- ------------------------------------- ---------------------------------------------------------
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Exhibit A
Equipment Matrix
Model Number Item Number Description
1 Headset HV-00014-00 Headset DCS-1200/1400
2 Thuraya DCS-1400 Thuraya Voice Encryption
3 DCS-1400 Wireless Voice Encryption
4 DCS-1400D HV-00013-00 Docker Voice Encryption
5 DCS-1200 HV-00029-00 Voice/Data Encryption
0 XXX-000 XX-00000-00 Xxxxx/Xxx/Xxxx Encryption
7 Thuraya USS-900 Narrowband HV-00032-00 Voice/Fax/Data Encryption
0 XXX-000 Xxxxxxxxxx XX-00000-00 Xxxxx/Xxx/Xxxx Encryption
9 Thuraya USS-900T Thuraya Fax Encryption
10 USS-900T Wireless Fax Encryption
11 Thuraya USS-900TL Landline Fax Encryption
12 USS-900TL HV-00028-00 Landline Fax Encryption
13 Thuraya USS-900TC Thuraya PC/Fax Encryption
14 USS-900TC HV-00038-00 Wireless PC/Fax Encryption
15 USS-900WF Wireless Fax Encryption
16 USS-900WFL Landline Fax Encryption
17 Thuraya Cable APsi Compatible Cable
Services Matrix
16 Senior Engineer Hourly rate for Services
17 Staff Engineer Hourly rate for Services
A. CopyTele is not considered a Small Business by definition, employing 22
personnel in our Melville, NY facility.
B. All encryption equipment is manufactured by CopyTele in the U.S. by citizens
of the United States.
C. Pricing is based on a per unit cost with no quantity limitation.
D. Prices quoted are valid for 60 days.
E. Orders are based FOB CopyTele warehouse Melville, NY.
F. CopyTele provides a one-year replacement warranty from the date of shipment
to Boeing.
G. CopyTele generally has enough inventory in stock to supply orders to Boeing,
lead times for unusually large orders should not exceed 45-days from the date of
a firm order commitment.
H. Engineering Services for Boeing requested projects will be billed at the
rates listed above, the scope and timing of each project will be negotiated in
advance by both parties before the commencement of work.
CopyTele encryption solutions are prohibited from export to Cuba, Iran, Libya,
North Korea, Sudan and Syria without a valid Export License. Refer to the Code
of Federal Regulations, Title 15 Commerce and Foreign Trade.
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Exhibit B
Purchased Services Agreement Application Package
The Boeing Company will procure purchased services by written agreement only.
Purchase services may not be performed and payment will not be authorized until
a properly processed and approved agreement has been fully executed. THIS IS NOT
A PURCHASED SERVICES AGREEMENT - THIS IS THE APPLICATION TO BE CONSIDERED FOR A
PURCHASED SERVICES AGREEMENT - NO WORK CAN BE PERFORMED AS A RESULT OF SIGNING
THIS APPLICATION.
Purchased Services Agreement Acknowledgement form Page 2
Purchased Services Application Page 3-5
Application Attachments Page 6
a) Conflict of Interest Questionnaire, copy attached
b) Ethics Guidebook - Please review, form F70080, copy attached
c) Non-Employee Code of Conduct, form F70096
d) Non-Employee Ethics Acknowledgement, form F70082
e) PRO 6375 "Trade Secrets and Restrictions on Acquisition and Use of
Third Party (Non-Boeing) Proprietary Information".
To be considered by The Boeing Company or a subsidiary of The Boeing Company as
a purchased services supplier, please complete this application and send a
signed copy by fax or regular mail and an electronic copy by email of the
completed application to the fax number or address and email provided below.
Please contact the Supplier Management/Global Partner focal (procurement agent)
if you have any questions.
Supplier Management/Global Partners focal
[Procurement agent name] Xxxx Xxxxxxx
[Mailing address] 0000 Xxxxx Xxxxxx
Xxxxxxxxxx Xxxxx, XX 00000
[Telephone No.] 000-000-0000
[Fax No.] 000-000-0000
[Email address] Xxxxxxx.x.xxxxxxx@xxxxxx.xxx
PURCHASED SERVICES ACKNOWLEDGEMENT FORM
As you are aware, you and your company are currently being considered for
purchased services by The Boeing Company (Boeing) for certain products or
services. The Boeing Supplier Management/Global Partner organization is
responsible for negotiating and administering agreements for retaining purchased
services. This letter is to specify the terms of our relationship while Boeing
is considering your application. Boeing has a long-standing and continuing
commitment to the highest standards of business conduct. Boeing has adopted
processes and procedures to ensure compliance with such standards and applicable
U.S. and local laws. The engagement of purchased services supplier must adhere
to the compliance process used by Boeing for selection and retention of
purchased services. As part of this process, those engaged as purchased services
must be evaluated and approved by several functions within Boeing and the
retention is not effective until an agreement has been executed by the supplier
providing purchased services and accepted and executed by the appropriate
business unit Supplier Management/Global Partner organization.
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UNLESS AND UNTIL A FORMAL AGREEMENT HAS BEEN EXECUTED BY YOU OR YOUR COMPANY AND
BY BOEING, YOU ARE NOT AUTHORIZED TO PERFORM ANY SERVICES FOR OR INCUR ANY
EXPENSES ON BEHALF OF, OR REPRESENT YOURSELF AS BEING ASSOCIATED WITH BOEING IN
ANY MANNER.
In addition, until an agreement has been fully executed, you or your company
must refrain from providing any Boeing employee any information that you
consider proprietary since Boeing currently has neither legal nor fiduciary
responsibility to you with respect to any such information. Please be advised
that you must NOT rely on verbal statements or representations of any Boeing
employee indicating that you may proceed with performance until you and Boeing
have executed a formal agreement. Should you take any actions based upon such an
oral statement or representation, Boeing shall not be obligated to compensate
you for such services, nor to assume any liability for such actions or the
results of such actions.
As part of the purchased services review process, you will receive a copy of the
publication Ethical Business Conduct Guidelines and will be required to certify
that you and your company have read and understand and will comply with its
contents as it applies to your services with Boeing. It is the commitment of
Boeing to conduct its business fairly, impartially, in an ethical and proper
manner, and in full compliance with all laws and regulations. The highest
standards of ethical business conduct are required of those providing purchased
services to Boeing.
You acknowledge that in your work for Boeing, you or your company must not use
or disclose information that is confidential to or owned by any former employer,
client, or other third party (often referred to as "proprietary information").
You confirm that you or your company will not bring any such proprietary
information into The Boeing Company and will not use any such proprietary
information in performance of work for The Boeing Company.
Should you have any questions or comments regarding this letter, please contact
the procurement agent listed above on page 1.
Prospective supplier: Date:
Signature
Name/title
Company name
Boeing representative: Date:
Signature
Name/title
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PURCHASED SERVICES AGREEMENT APPLICATION
This form must be completed by the supplier/individual. An incomplete or
unsigned form will cause a delay in processing the agreement. A signed Purchased
Services Agreement is required to begin services.
Date:
1. Applicant
0 Individual 0 Company 0 Corporation 0 Partnership
Legal business name:
Business address:
Principal point of contact:
Telephone No.:
Fax No.:
Email address:
ID No. for tax purposes (e.g., SSN or Federal Taxpayer Identification No.):
Date business established:
If a corporation or partnership, identify place of incorporation or partnership
registration:
Check the items below that apply to you and/or your business.
Size Information
(Check one only)
0 Small Business (SB)
0 Large Business
0 Foreign Business
0 Non-profit Organization
NISH yes0 no 0
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0 Historically Black College/ University or Minority Institution
Ownership Information
(Check as many as apply)
0 Small Disadvantaged or Minority Owned
0 SBA-Certified HUB Zone SB*
0 SBA-Certified Small Disadvantaged Business*
0 SBA(8a)-Certified Small Disadvantaged Business*
0 Veteran (American) Owned Self-Certified
0 Service-disabled Veteran (American) Owned Self-Certified
0 Women Owned
If you are minority owned, complete Owner Ethnicity Information Owner Ethnicity
Information (Check one only)
0 Asian Pacific American
0 African American
0 Hispanic American
0 Native American 0Subcontinent Asian American
0 National Minority Supplier Development Council Certified**
*Include a copy of the Small Business Administration certification letter or
PRO-Net profile showing certification.
**Include a copy of the National Minority Supplier Development Council
certification.
2. Describe the specific services (statement of work) that you or your company
will perform for Boeing. (Attach additional sheet if necessary.)
3. Identify all individuals, including yourself, (officers, employees, or
subcontractors of applicant) who will perform services under this agreement: (If
additional space is required, please list on a separate page.)
Name
Citizenship Hourly Rate
U.S.$
4. YES 0 NO 0 Would any individual or entity other than an employee of the
applicant assist applicant in providing services to Boeing? (e.g.,
subcontractor)
If yes, identify each such person or entity, provide resume and describe
their relationship to the applicant and the assistance they would provide. Note:
Any person or entity so identified will be required to submit a separate
Purchased Services Application to Boeing. Please contact your Boeing Supplier
Management /Global Partners focal.
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5. Describe the nature of any proposed contact with the U.S. or any other
government, including anticipated frequency of contact, identity of offices or
individuals with whom you or any individual identified above will deal, and any
other relevant information about the proposed dealings:
6. YES 0 NO 0 Does any U.S. or other government employee hold any ownership
interest or exercise any management role in your organization?
If yes, identify the individuals and describe the extent of ownership or
management control below.
I have reviewed this questionnaire, and I certify that the information I have
provided in this questionnaire is complete and accurate to the best of my
knowledge and I agree to promptly notify Boeing, in writing, of any changes to
the foregoing answers.
Signature:
Printed or typed name:
Title:
Date:
Attachments
Conflict of Interest (COI) Questionnaire:
Ethics Guidebook:
Non-Employee Code of Conduct, form F70096
Non Employee Ethics Acknowledgement F70082
Intellectual Property and Confidentiality Agreement, Form F70083
PRO 6375
1. Please return completed application
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2. Return COI, Non-Employee Code of Conduct Certification and Non-Employee
Ethics Acknowledgement forms for each individual who will perform services under
this Agreement.
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Exhibit C
TITLE: DATE:
------ -----
Technical Specification DCS-1400 4/01/2004
Technical Specification DCS-1200 4/01/2004
Technical Specification USS-900 4/01/2004
Technical Specification USS-900-Narowband 4/01/2004
25
