MASTER SUBCONTRACT
AGREEMENT
This Subcontract
Agreement (“Agreement”), made this 1st day of April,
2003, is by and between Halifax Corporation, having a principal
place of business at 5250 Cherokee Avenue, Alexandria, VA 22312
(“Subcontractor”), and Hewlett-Packard Company and its
subsidiaries, having its principal place of business at 3000
Hanover Street, Palo Alto, CA 94304-1185 (“HP”). The
parties agree that the terms and conditions of this Agreement and
any applicable Purchase Order(s) that may be issued hereunder will
govern the purchase of Services by HP from Subcontractor for the
purpose of Subcontractor providing such Services on behalf of HP to
a customer or customers of HP (hereinafter referred to as
“Customer”).
This Agreement
will become effective on the date specified above and will continue
for a period of one (1) year, unless otherwise terminated as
provided herein or extended by the mutual consent of the parties.
Any expiration of termination of this Agreement will not alter the
rights, duties or obligations of the parties relating to any
Purchase Orders issued by HP under this Agreement prior to the date
of expiration or termination of this Agreement.
This Agreement
does not obligate HP to purchase any Services from Subcontractor.
Purchases, if any, will be as specified on a Purchase Order(s)
issued by HP pursuant to Section 2.
(a) “Acceptance”
means written notification from HP to Subcontractor that indicates
that the Services have been evaluated and satisfies the completion
and acceptance criteria set forth or referenced in the Statement of
Work or Purchase Order. Acceptance may be partial or complete, as
specified in such notification.
(b) “Invention(s)”
means any designs, techniques, inventions, discoveries, or
improvements, whether patentable or not, that are conceived of or
reduced to practice by Subcontractor in providing the Services to
HP or Customer under this Agreement.
(c) “Services”
means consulting, integration, implementation, installation,
maintenance, support, design, development, training, management,
and any other work provided by Subcontractor in connection with
meeting Subcontractor’s responsibilities under this
Agreement.
(d) “Statement
of Work” means a statement agreed upon by HP and
Subcontractor that specifies the Services to be provided by
Subcontractor, the price, payment schedule, delivery schedule, and
acceptance criteria for such Services and, if applicable, detailed
technical and administrative requirements for the Services. The
Statement of Work may also include additional terms or
modifications to this Agreement. A Statement of Work will be
created and agreed upon for each Purchase Order issued under this
Agreement.
2. PURCHASE
ORDER, ORDER OF PRECEDENCE, SERVICES COORDINATORS
(a) Subcontractor
will furnish the Services to HP or Customer as specified in the
Statement of Work upon HP’s issuance of a Purchase Order to
Subcontractor.
(b) The
following order of precedence will control in the event of any
conflict in terms and conditions:
The pre-printed
terms and conditions on the reverse side of the Purchase Order will
not apply to this Agreement or any Purchase Order issued under this
Agreement.
(c) Each
party will appoint a coordinator for the Services to be performed
under each Purchase Order and Statement of Work.
Subcontractor’s coordinator will have the authority to
represent Subcontractor. HP’s coordinator will represent HP
and be responsible for determining the adequacy and acceptability
of the Services, provided by Subcontractor.
Unless otherwise
set forth in the Statement of Work or Purchase Order, payment for
the Services will be due forty-five (45) days from the later
of the date of Acceptance or the date HP receives a proper invoice
from Subcontractor.
Subcontractor will
maintain account records in accordance with generally accepted
accounting practices to substantiate all invoices. Such records
will be made available to HP during normal business hours and will
include payroll records, expense accounts, attendance cards, and
job summaries. Subcontractor will maintain such records for three
(3) years from the date of final payment for the
Services.
(a) All
inventions will be the sole and exclusive property of HP.
Subcontractor hereby assigns to HP the ownership of copyright in
the Inventions. HP will have the right to obtain and hold in its
own name copyrights, registrations, and similar protection which
may be available in the Inventions. Subcontractor agrees to assist
HP as may be required to perfect such rights.
(b) To the
extent that any Subcontractor’s pre-existing technology is
contained in the Inventions, Subcontractor grants to HP an
irrevocable, nonexclusive, worldwide royalty-free license
to:
(1) use,
execute, reproduce, display, perform, and distribute (internally or
externally) such pre-existing technology; and
(2) authorize
Customer to do any, some, or all of the foregoing.
(a) Subcontractor
warrants that all Services will (1) be performed in a good and
workmanlike manner and in accordance with generally accepted
professional standards for such Services, and (2) conform to the
requirements specified in the Statement of Work or Purchase
Order.
(b) Subcontractor
warrants that Services will not in any manner limit, impair,
disrupt, or jeopardize any existing Year 2000 Compliance of any
equipment or software on which Services are performed. “Year
2000 Compliance” for purposes of this provision means the
capability to correctly process, calculate, compare, and sequence
date data within and between the 20th and 21st centuries, including
leap year calculations.
(c) In the
event of any breach of warranty, Subcontractor, without charge and
without delay, will re-perform nonconforming Services.
7. CONFIDENTIAL
INFORMATION
Subcontractor will
maintain all information or data, whether written or oral, relating
to HP or Customer which Subcontractor obtains or otherwise has
access to in the performance of
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