EXHIBIT 10.14
GOVERNMENT RESELLER AGREEMENT
This GOVERNMENT RESELLER AGREEMENT, which shall include the exhibits
hereto (the "Agreement"), is entered into by and between Government Technology
Services, Inc., a Delaware corporation with its principal location at 0000
Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000-0000, and all of its
subsidiaries ("GTSI"), and e-Net, Inc., a corporation doing business at 00000
Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000 and all of its subsidiaries
("Vendor"), with reference to the following facts:
A. GTSI is a leading remarketer of microcomputer software, hardware,
peripherals and connectivity systems to commercial entities, the Federal
Government, its agencies, its departments and its employees (collectively, the
"U.S. Government"), to state and local governments, their agencies, their
departments and their employees (collectively, "State Governments"), and to
foreign governments, international agencies and their respective departments,
agencies and employees (collectively, "Foreign Governments").
B. Vendor is a leading manufacturer, developer or distributor of
microcomputer products and desires that these products be marketed and
distributed to Government Customers by GTSI.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties agree as follows:
1. DEFINITIONS
For purposes of this Agreement, the following terms shall have the
meanings set forth:
1.1 "Effective Date" - the date on which the latter of GTSI
or Vendor executes this Agreement.
1.2 "End User" - any Government Customers or governmental entity
acquiring the Products to fulfill its internal data processing needs.
1.3 "Government Customers" - Federal Customers and Other
Government Customers.
1.4 "Federal Customers" - the U.S. Government, international
agencies of which the U.S. Government is or becomes a member, North Atlantic
Treaty Organization, U.S. Government-funded Agency for International
Development grant projects, Systems Integrators and other entities reselling
or relicensing the Products to the U.S. Government, and any entity authorized
to purchase off of General Services Administration schedule contracts.
1.5 "Other Government Customers" - State, District, County or City
Governments, Systems Integrators and other entities reselling or relicensing the
Products to any State, District, County or City Government.
1.6 "Price" - license fee or sale price.
1.7 "Products" - any and all microcomputer-related products offered by
Vendor at any time during the term of this Agreement for sale to any of Vendor's
dealers, distributors, Systems Integrators, VARs or retail customers
(collectively and individually, "Resellers").
1.8 "Sell" or "sale" - sale, license or sublicense of a Product.
"Purchase" shall include the purchase, license or sublicense of a Product.
1.9 "Systems Integrator" - any prime contractor or subcontractor on any
government product supply obligation.
2. GTSI OBLIGATIONS
2.1 GTSI shall use commercially reasonable efforts to promote the
marketing and distribution of the Products to Government Customers. Although
Vendor may publish suggested retail prices for the Products, GTSI shall, in its
sole discretion, determine its own prices charged to its customers for the
Products. GTSI will distribute Vendor Products with all packaging, warranties,
disclaimers and license agreements intact as shipped by Vendor
3. VENDOR OBLIGATIONS
3.1 Vendor shall provide to GTSI, at no additional cost, mutually
agreed upon reasonable quantities of: (i) evaluation and demonstration copies of
the Products and any updates thereto; and (ii) product brochures, posters,
displays and other point of sale materials. Vendor shall provide reasonable
training in the marketing, use and technical support of the Products to GTSI's
sales and technical support personnel at GTSI's Authorized Locations, at no
additional cost to GTSI. In addition to the foregoing, Vendor shall credit
GTSI's account in the amount of 0% of GTSI's net purchases so that GTSI may
provide post-delivery technical support of the Products for the first ninety
days hereof, then an amount to be mutually agreed-upon based upon GTSI's
post-delivery technical support level of effort on behalf of Products. For as
long as Vendor markets any of the Products, and notwithstanding any termination
or expiration of this Agreement, Vendor shall maintain a policy of product
liability insurance covering all Products, at no cost to GTSI, and shall name
GTSI as an additional insured under such policy. Such policy shall have limits
of not less than $1,000,000 per occurrence and not less than $2,000,000
aggregate per claim year. Vendor shall provide GTSI with a certificate of
insurance upon GTSI's request. Vendor's failure to timely provide such
certificate or other sufficient evidence of insurance shall be a material breach
of this Agreement.
4. VENDOR WARRANTIES AND REPRESENTATIONS
4.1 Vendor represents and warrants to GTSI that the Products will
perform substantially in accordance with the associated user documentation and
specifications published by Vendor
4.2 Vendor represents and warrants to GTSI that Vendor is the owner of
the Products or otherwise has the unencumbered right to convey to GTSI the
rights granted under this Agreement and to perform its other obligations
hereunder, and that no part of the Products violates or infringes upon any
common law or statutory rights of any person or entity, including, but not
limited to, rights relating to copyrights, patents, trademarks, contractual
rights or trade secret rights.
4.3 Vendor represents and warrants to GTSI that it will comply with the
terms and conditions in Exhibit D, which are incorporated by reference herein,
if Vendor supplies Products to GTSI for resale under GTSI's GSA Schedule
contract pursuant to this Agreement. If Vendor's Products are not on GTSI's GSA
Schedule contract during the term of this Agreement, Exhibit D shall have no
force and effect.
4.4 Year 2OOO - The vendor warrants that each hardware, software, and
firmware product delivered under this contract and listed below shall be able to
accurately process date data (including, but not limited to, calculating,
comparing, and sequencing) from, into, and between the twentieth and
twenty-first centuries, including leap year calculations, when used in
accordance with the product documentation provided by the vendor, provided that
all listed or unlisted products (e.g. hardware, software, firmware) used in
combination with such listed product properly exchange date data with it. The
duration of this warranty and the remedies available to the Government for
breach of this warranty shall be as defined in, and subject to, the terms and
limitations of the vendor's standard commercial warranty or warranties contained
in
2
this contract, provided that notwithstanding any provision to the contrary in
such commercial warranty or warranties, the remedies available to the Government
under this warranty shall include repair or replacement of any listed product
whose non-compliance is discovered and made know to the vendor in writing within
ninety (90) days after acceptance.
5. ORDER PROCEDURE
5.1 There shall be no minimum quantity (or initial stocking order) for
orders by GTSI, nor shall there be a minimum or required product mix. There
shall be no initial stocking order required.
5.2 The terms and conditions of this Agreement and of the applicable
GTSI written order shall apply to each order accepted or shipped by Vendor
hereunder. Vendor agrees that any terms or conditions contained in any
acknowledgment, invoice or other form issued by Vendor shall not be binding on
GTSI to the extent that such terms and conditions are additional to or
inconsistent with those contained in this Agreement, and no act of GTSI other
than an express agreement in writing shall be deemed an acceptance of any such
term or condition.
5.3 Vendor agrees to honor orders placed pursuant to and in accordance
with the requirements of the Defense Priorities and Allocations System (DPAS),
15 CFR 700 et. seq.
5.4 Vendor reserves the right to cancel any orders placed by GTSI, or
to refuse or delay shipment thereof, if GTSI: (i) fails to make any payment as
provided herein or under such other terms of payment as the parties may agree
upon, except for disputed items, as provided in Section 10.3 herein, (ii)
exceeds the credit limit established reasonably and in good faith by Vendor, or
(iii) is in material breach of this Agreement. In the event that Vendor cancels,
refuses or delays any shipment under this Section, GTSI may nevertheless acquire
Products C.0.D. and F.0.B. Vendor's point of shipment, for purposes of
satisfying existing contractual commitments to Government Customers.
6. SHIPMENT; RISK OF LOSS; DELIVERY
6.1 Vendor shall ship all Products F.0.B destination to GTSI's
warehouse facility or freight forwarder or to any Authorized Location. GTSI
shall select carrier. Title and risk of loss shall pass to GTSI upon delivery to
GTSI (except where Vendor has reserved title, in which case title shall not pass
at all). Vendor shall bear all risk of loss or damage in transit.
7. DELIVERY DELAYS; PRODUCT UNAVAILABILITY
7.1 Vendor shall notify GTSI of Vendor's good faith estimate of the
date on which orders will be delivered. In the event that Vendor is unable to
deliver GTSI's entire order according to the delivery schedule, GTSI may, at its
sole option, (i) cancel the order without penalty, or (ii) accept partial
delivery, in which event such delivery shall be separately invoiced and paid
for. If GTSI accepts partial delivery, it may cancel the remainder of its order
at any time at least five days prior to Vendor's shipment of the remaining
portion.
8. STOCK BALANCING; NEW PRODUCTS AND UPGRADES; DISCONTINUED PRODUCTS;
DEFECTIVE PRODUCTS
8.1 GTSI may return unused, unopened units of Products as provided in
this Section 8 to Vendor without penalty, not less often than once per calendar
quarter which have been returned to GTSI by the customer for any reason within
the first thirty (30) days after receipt. Returns shall be shipped at GTSI's
expense and need not be accompanied by a purchase order. Vendor shall credit
GTSI's account in the amount of 100% of the price paid by GTSI for such returned
Products or, in the event of prior termination of this Agreement, promptly issue
a check to GTSI. There shall be no restocking fee charged to GTSI. Any delay by
Vendor in approving
3
return requests from GTSI shall extend the permitted time for GTSI to return the
particular units by the length of the delay.
8.2 Vendor shall notify GTSI not less than 90 days prior to the first
commercial shipment of any new product or any upgrade or update of an existing
Product (an "Upgrade"). Upon commercial availability of such new product or
Upgrade, it shall be deemed added to Exhibit A and it shall be deemed a Product
for all purposes of this Agreement and shall be subject to a discount equal to
or better than the existing Products' discount structure in place at that time.
Vendor shall use commercially reasonable efforts to provide GTSI with sufficient
information, training and evaluation and demonstration copies to enable GTSI to
market such Upgrade or new product immediately upon its commercial availability.
8.3 Vendor shall notify GTSI not less than 90 days prior to the
discontinuation of any existing Product. For purposes of this Section 8.3, a
discontinuation of a Product version shall take place at the time of release of
any corresponding Upgrade or at such time as Vendor's management makes the
corporate decision that an existing Product will no longer be sold or licensed
and that there will not be a upgrade for such Product. Notwithstanding Section
8.2 above, GTSI shall have until the later of (i) 90 days after receipt by GTSI
of notice of discontinuation or (ii) 90 days after the effective date of such
discontinuation, to return units of any discontinued Product for full credit
based upon the price paid by GTSI for such units or, in the event of prior
termination of this Agreement, a check for such amount. The discontinued Product
shall be deemed deleted from Exhibit A and, in the case of Upgrades, the latter
shall automatically replace any such corresponding discontinued Product.
8.4 GTSI may return to Vendor at Vendor's expense and Vendor shall
accept any defective or damaged Product unit not previously sold or marketed by
GTSI within 180 days of receipt by GTSI. Additionally, GTSI may return to Vendor
at Vendor's expense and Vendor shall accept any defective or damaged Product
units returned by GTSI's customers within the terms of Vendor's warranty; GTSI
shall have 60 days from the date of receipt from the customer to return each
such Product to Vendor. Any such return need not be accompanied by a purchase
order. Notwithstanding Section 8.1 above, defective or damaged Product units
need not be returned in unopened, unused form. Any such returns shall result in
Vendor crediting GTSI's account in the amount of the price paid by GTSI for such
returned Products or, in the event of prior termination of this Agreement,
promptly issuing a check to GTSI.
8.5 With respect to all Products returned to Vendor in accordance with
this Section 8: (i) GTSI agrees to comply with Vendor's reasonable policies
concerning return authorization procedures, including, if necessary, obtaining a
return authorization number from Vendor's shipping department prior to returning
the Product(s); and (ii) Vendor agrees to use commercially reasonable efforts to
promptly approve and effectuate any such Product returns and, in each case, to
take no more than 15 calendar days to effectuate same.
9. ORDER STATUS REPORT
Vendor agrees to provide, in writing, weekly order status reports.
These reports will consist of the status of all open orders; any product shipped
over the past 7 days; and any products with a more than 3 week delivery. These
reports will be transmitted by fax to the buyer no later than close of business
on Monday of each week.
10. PRICE AND PAYMENT
10.1 The prices for Products hereunder shall be sold for the Term to
GTSI at no higher price than the price set forth in Exhibit B hereto. The stated
prices on Exhibit B shall be firm, notwithstanding any provision relating to
potential future adjustments contained in Exhibit B.
4
10.2 Due to the customarily long Government Customer payment cycle,
payment terms shall be net 60 days from the date of receipt of Product. GTSI
shall be entitled to an additional discount off of the invoice amount in the
amount of 5% of invoice for all payments made prior to or concurrently with
delivery of an order, and in the amount of 2% of invoice for all payments made
within 10 days of the later of product or invoice receipt date. The cash
discounts set forth herein shall apply to any payment made under any section of
this Agreement.
10.3 In the event that GTSI disputes, in good faith and reasonably, the
price, condition, shipment or other material element concerning any Product item
and so informs Vendor in writing, such dispute shall not be sufficient cause for
Vendor to delay, cancel or refuse existing or new orders. Additionally, GTSI may
suspend payment for any such disputed items for a reasonable time during which
the parties shall use prompt and reasonable efforts to settle the dispute.
11. MOST FAVORED CUSTOMER;PRICE PROTECTION
11.1 Vendor represents and warrants that the prices, discounts, terms
and conditions of this Agreement are the most favorable offered by Vendor to any
Reseller, under same or similar terms and conditions and quantities, and that if
during the term of this Agreement Vendor offers more favorable terms and
conditions to any other Reseller, such terms and conditions shall be deemed to
apply to GTSI automatically, and retroactive to the date on which such terms and
conditions became effective for such other Reseller.
11.2 In the event that Vendor decreases the price of any Product, the
decrease shall apply to all units of the Product on open purchase orders or in
GTSI's inventory as of the effective date of the price decrease. Vendor, upon
receipt of supporting documentation from GTSI, shall credit GTSI's account in an
amount equal to the difference between the price paid by GTSI for each such unit
and the current reduced price within 30 days of receiving the supporting
documentation.
12. CO-OPERATIVE MARKETING FUND
GTSI shall be entitled to accrue a co-operative marketing fund as set
forth in Exhibit C attached hereto for the promotion and marketing of the
Products. GTSI shall be entitled to liberal use of such co-operative marketing
funds, including, but not limited to, expenses of promotion paid to third
parties and GTSI's internal costs incurred for promotion. There shall be no time
limit on GTSI's use of any such accrual.
13. TERM AND TERMINATION
13.1 This Agreement shall become effective on the Effective Date and
shall continue through March 31, 1998. This Agreement shall be automatically
renewed for successive one year terms unless either party gives notice to the
other party not less than 90 days prior to expiration of the initial term or any
renewal term that it does not intend to renew this Agreement, or unless this
Agreement is otherwise terminated in accordance with this Section.
13.2 This Agreement may not be terminated without cause except by
non-renewal as set forth in Section 13.1 above.
13.3 This Agreement may be terminated for cause at any time, without
limiting any party's other rights or remedies, upon written notice identifying
with specificity the cause and providing the period to cure as set forth:
(a) by either party if the other (non-terminating) party
commits a material breach of this Agreement, and such breach continues
unremedied for a period of 30 days after receipt by the other party of written
notice thereof; or
5
(b) by either party if the other (non-terminating)
party: (i) has a receiver appointed for itself or its property; (ii) makes an
assignment for the benefit of its creditors; (iii) any proceedings are
commenced by, for or against the non-terminating party under any bankruptcy,
insolvency or debtor's relief law seeking a reorganization of such party's
debts and such proceedings are not dismissed within 90 days of their
commencement; or (iv) the non-terminating party is liquidated or dissolved.
13.4 Neither party to this Agreement shall be liable to the other by
reason of termination of this Agreement in accordance with its terms for
compensation, reimbursement or damages on account of any loss of prospective
profits on anticipated sales or on account of expenditures, investments, leases
or other commitments relating to the business or goodwill of either party,
notwithstanding any law to the contrary. No termination of this Agreement shall
release either party from its obligation to pay the other party any amounts
which accrued prior to such termination or which shall accrue after such
termination.
14. EFFECT OF TERMINATION
In the event that either party terminates this Agreement or that it
expires without being renewed, Vendor shall honor all orders placed by GTSI
prior to the date on which any termination or expiration becomes effective (the
"Termination Date"), and Vendor may require that any such orders be shipped
C.0.D.
15. CONFIDENTIALITY
15.1 Each party agrees not to use any confidential information of the
other party except in performance of this Agreement and not to disclose such
information to third parties (other than, as determined by the receiving party
in good faith, those persons with a genuine "need to know" and who will
similarly limit the use and disclosure of the information, such as attorneys,
accountants, commercial and investment bankers, consultants, Board members and
certain key employees). All information which the disclosing party considers
confidential shall be clearly identified as such. With respect to both parties
hereto, for purposes hereof, confidential information shall not include any
information that: (i) is now or becomes in the public domain through no breach
of this Agreement; (ii) is in the possession of the receiving party as of the
date of execution hereof; (iii) is independently learned by the receiving party
from a third party without breach of this Agreement; (iv) is required by law or
order of a court, administrative agency or other governmental body to be
disclosed by the receiving party; or (v) is disclosed by the receiving party
more than two years after that party's receipt of such information.
15.2 Either party shall have the right in its good faith discretion to
make such public press releases, announcements or other communications as it
reasonably believes are necessary in order to comply with applicable federal and
state securities or other laws and the rules and regulations promulgated by the
National Association of Securities Dealers (NASD) and/or appropriate securities
exchanges, as the case may be, but only to the extent of not divulging any
confidential proprietary information of the other party.
15.3 Notwithstanding Sections 15.1 and 15.2 hereof, the parties may
mutually agree to issue one or more press releases or other public disclosures
concerning the subject of this Agreement. The form and content of any such press
release or disclosures shall be agreed to by both parties prior to release
16. WARRANTIES TO END USERS
Vendor makes no warranty to End Users other than Vendor's limited
warranty, if any, accompanying the Products. Notwithstanding the foregoing, GTSI
may, in its sole discretion and at its sole expense, extend the period during
which it will honor warranty requests, provided that
6
GTSI advises its customers that Vendor has no warranty responsibilities after
the expiration of Vendor's warranty.
17. INDEMNITY
Vendor shall defend, at its sole expense, any and all claims brought
against GTSI based upon an allegation that (i) any Product or portion thereof
infringes or constitutes wrongful use of any patent, copyright, trademark, trade
secret or other proprietary right of any third party; and/or (ii) any Product is
in any way defective or does not conform to Vendor's published specifications,
warranty, user documentation, advertisements or trade representations, provided
GTSI gives Vendor prompt written notice of any such claim which is brought to
GTSI's attention and provides Vendor with reasonable cooperation and assistance.
Vendor shall pay any damages and costs assessed against GTSI (or paid or payable
by GTSI pursuant to a settlement agreement approved by Vendor) in connection
with such claim. Vendor agrees to indemnify and hold GTSI harmless from and with
respect to any such loss or damage (including, but not limited to, reasonable
attorneys' fees and costs). Vendor's obligations under this Section 17 shall not
be affected or limited in any way by any extension of warranties by GTSI to its
customers beyond that provided by Vendor; provided, however, that the foregoing
indemnity shall not apply to any portion of any claim which arises solely under
such GTSI extension.
18. SURVIVAL
The definitions and obligations set forth in Sections 1, 4, 8.4, 8.5,
12, 13, 15.1, 17, 18, 20.7, and 20.8 shall survive any termination of this
Agreement for any reason whatsoever.
19. LIMITATIONS OF LIABILITY; EXCLUSION OF CONSEQUENTIAL DAMAGES
19.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EXCEPT
AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY SHALL, UNDER ANY CIRCUMSTANCES, BE
LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL
DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, EVEN IF SUCH PARTY HAS BEEN
APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
19.2 The limitations on liability contained in this Section shall not
apply to any indemnity of GTSI under Section 17.
20. MISCELLANEOUS
20.1 This Agreement, including the Exhibits attached hereto,
constitutes the entire understanding and agreement between the parties hereto
with respect to the matters herein, except that any and all written agreements
previously existing between the parties shall remain in full force and effect.
20.2 Neither party may assign this Agreement or any of its rights or
obligations hereunder (including without limitation rights and duties of
performance) to any third party or entity, and this Agreement may not be
involuntarily assigned or assigned by operation of law, without the prior
written consent of the non-assigning party, which consent may be given or
withheld by such non-assigning party in the sole exercise of its discretion,
except that either party may assign this Agreement as part of: (i) any transfer
of 50% or more of its capital stock; or (ii) any transfer of all or
substantially all of the assets of such party in a single transaction.
20.3 Nothing in this Agreement is intended to create, or shall be
construed as creating, a joint venture, partnership, or agency, or taxable
entity between the parties, or any right to pledge the other's credit, it being
understood that Vendor and GTSI are independent contractors.
7
20.4 This Agreement may not be canceled, altered, modified, amended or
waived, in whole or in part, in any way, except by an instrument in writing
signed by duly authorized officers of GTSI and Vendor.
20.5 Performance of any obligation required of a party hereunder may be
waived only by a written waiver signed by a duly authorized officer of the party
for whose benefit such obligation was to be performed. Any waiver shall in no
way be construed as a waiver of any subsequent breach of this Agreement by the
other party.
20.6 If any provision of this Agreement is found void, invalid or
unenforceable, it shall not affect the validity of the balance of this
Agreement, which shall remain valid and enforceable according to its terms.
20.7 This Agreement shall be governed by and interpreted in accordance
with the laws of the Commonwealth of Virginia. Any and all claims, controversies
or disputes arising out of or in connection with this Agreement shall be
resolved in accordance with this Section and shall be arbitrated pursuant to the
Commercial Rules of the American Arbitration Association, before a single
arbitrator. Said arbitrator shall apply Virginia law unless the issue relates to
Federal procurement regulations or statutes and in such case said arbitrator
shall apply Federal procurement law as interpreted by the United States Boards
of Contract Appeals and the United States Court of Federal Claims. Any such
arbitration shall be held in the Washington, D.C metropolitan area. The
arbitrator's resolution of the dispute shall be final and binding upon the
parties. Judgment upon an award rendered by the arbitrator may be entered in any
court of competent jurisdiction. Pending the final resolution of any dispute
under this Section, both parties shall diligently proceed to perform this
Agreement. Both parties' obligations under this Section survive termination or
expiration of this Agreement. The prevailing party in any action shall be
entitled to recover its costs and attorneys' fees.
20.8 Neither GTSI nor Vendor shall be deemed in default if its
performance or obligations hereunder are delayed or become impossible or
impractical by reason of any act of God, war, fire, earthquake, labor dispute,
accident, civil commotion, epidemic, act of government or government agency or
officers, or any other cause beyond such party's reasonable control.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the dates specified below.
Government Technology Services, Inc. e-Net, Inc.
By: By:
------------------------------ ----------------------------
Print Name: Name:
---------------------- --------------------------
Print Title: Print Title:
--------------------- -------------------
Date: Date:
---------------------------- --------------------------
8
EXHIBIT A
VENDOR PRODUCTS AND SUGGESTED RESALE PRICES
-------------------------------------------
9
EXHIBIT B
PRICE SCHEDULE
--------------
10
EXHIBIT C
CO-OPERATIVE MARKETING FUND
---------------------------
Attachment I
Flat Fee Reimbursement
----------------------
Attachment II
Marketing Account Information
-----------------------------
11
EXHIBIT C
ATTACHMENT I
------------
Vendor
----------------------------------
Re: Flat Fee Reimbursement
GTSI has developed a flat fee reimbursement structure due to the nature of our
customer base and volume of promotional activities it serves. GTSI recognizes
vendor concerns regarding logos and trademarks on printed materials and strives
to adhere to those concerns, as well as related textual requirements for
specific product lines. All printed materials shall be produced with the direct
participation and concurrence of the vendor-designated approving authority and
sales team. The Activity Agreements we present for approval detail the activity
and fee structure. The following proof of performance documentation shall be
provided:
All Activities:
- Copy of signed GTSI activity agreement
- Copy of signed vendor prior authorization form (if applicable)
- Copy of GTSI project profile (if separate from activity agreement form)
- Completed vendor claim form (if applicable)
- Waiver of logo requirements (if applicable)
Additional documentation by activity category:
Trade Shows and Seminars
- Copy of vendor participation roster listing sales representative(s)
attending
- Invitation or flier (if applicable)
Print Media
- Publication tearsheet or published sample
Mass Mailing/Faxes, Catalogs and Brochures
- Published sample(s)
Audio Media
- Cassette Tape
Acceptance of the flat fee policies above is approved once this document is
executed by a corporate officer or other approving fiscal authority. This
acceptance is effective until written notification of modification or
termination is provided to GTSI.
------------------------ ------------------------ --------
Officer Signature Title Date
12
Designated person(s) authorized to approve promotions on the GTSI Activity
Agreements:
------------------------ ------------------------ --------
Signature Print Name Date
------------------------ ------------------------ --------
Signature Print Name Date
13
EXHIBIT C
ATTACHMENT II
-------------
Marketing Account Information
Vendor: Date:
-------------------------------------- ------------
Account Type: _______ Accrual _______% purchases (Earnings statements provided
monthly)
_______ Direct Pay
Corporate Address Billing Address
----------------- ---------------
------------------------------ -------------------------------
------------------------------ -------------------------------
------------------------------ -------------------------------
------------------------------ -------------------------------
Contact: Contact:
---------------------- -----------------------
Phone: Phone:
------------------------ -------------------------
Fax: Fax:
-------------------------- ---------------------------
Local Office
------------
Contact:
------------------------------ -----------------------
Phone:
------------------------------ -------------------------
Fax:
------------------------------ --------------------------
GTSI Contacts:
--------------
Product Marketing: Extension:
---------------------------- -------------
Activity Marketing: Extension:
--------------------------- ------------
14
EXHIBIT D
GSA SCHEDULE CONTRACT CLAUSES INCORPORATED BY REFERENCE
IN GOVERNMENT RESELLER AGREEMENT
The clauses of the Federal Acquisition Regulations ("FAR") set forth
below are hereby incorporated by reference in this Government Reseller
Agreement. The obligations of the "Contractor" to the "Government" as provided
in said clauses shall be deemed to be the obligations of the Vendor to GTSI.
However, whenever said clauses include a requirement for the settlement of
disputes between the parties in accordance with the "Disputes" clause, the
dispute shall be disposed of in accordance with the applicable dispute
resolution terms in this Government Reseller Agreement. The referenced clauses
shall be those in effect on the effective date of this Government Reseller
Agreement. If there is a conflict between (or modification to) a FAR clause in
effect on the effective date of this Government Reseller Agreement and a FAR
clause in GTSI's GSA Schedule contract, the GSA Schedule contract FAR clause
shall govern.
Whenever necessary to make the context of the clauses set forth in this
Exhibit D applicable to this Government Reseller Agreement, the term
"Contractor" shall mean Vendor, the term "Contract" shall mean this Government
Reseller Agreement, and the term "Government," "Contracting Officer" and
equivalent phrases shall mean GTSI, except the terms "Government" and
"Contracting Officer" do not change: (1) in the phrases "Government Property,"
"Government-Owned Property," "Government Equipment" and "Government-Owned
Equipment;" (2) when a right, act, authorization or obligation can be granted or
performed only by the Government or the GSA Schedule Contracting Officer or his
duly authorized representative; (3) when access to proprietary financial
information or other proprietary data is required; (4) when title to property is
to be directly transferred to the Government; and (5) wherever the context of
the clause requires no change.
For more detailed information concerning the FAR clauses visit the following WEB
Site:
xxxx://xxx.xxx.xxx/xxx/xxxxxxx/xxxx/xxx.xxx/#xxx
15
EXHIBIT D - Continued
FAR CLAUSES INCORPORATED BY REFERENCE
FAR CLAUSE # TITLE
52.203-6 JUL 1985 Restrictions on Subcontractor Sales to the Government
52.203-11 APR 1991 Certification and Disclosure Regarding Payments to Influence Certain
Federal Transactions
52.203-13 SEP 1990 Procurement Integrity - Service Contracting
52.209-6 JUL 1995 Protecting the Government's Interest when Subcontracting with
Contractors Debarred, Suspended, or Proposed for Debarment
52.211-15 SEP 1990 Defense Priority and Allocation Requirements
52.212-7 SEP 1990 Notice of Priority Ratings for National Defense Use
52.215-2 AUG 1996 Audit and Records - Negotiation
52.215-22 OCT 1995 Price Reduction for Defective Cost or Pricing Data
52.215-23 OCT 1995 Price Reduction for Defective Cost or Pricing Data - Modifications
52.215-24 OCT 1995 Subcontractor Cost or Pricing Data
52.215-25 OCT 1995 Subcontractor Cost or Pricing Data - Modifications
52.215-26 OCT 1995 Integrity of Unit Prices
52.215-40 FEB 1995 Notification of Ownership Changes
52.216-22 OCT 1995 Indefinite Quantity
52.217-8 AUG 1989 Option to Extend Services
52.219-8 OCT 1995 Utilization of Small, Small Disadvantaged and Women-Owned Small
Business Concerns
52.222-1 APR 1984 Notice to the Government of Labor Disputes
52.222-3 AUG 1996 Convict Labor
52.222-24 APR 1984 Pre-award Oil-Site Equal Opportunity Compliance Review
52.222-26 APR 1984 Equal Opportunity
52.222-28 APR 1984 Equal Opportunity Pre-award Clearance of Subcontracts
52.222-35 APR 1984 Affirmative Action for Special Disabled and Vietnam Era Veterans
52.222-36 APR 1984 Affirmative Action for Handicapped Workers
52.222-37 JAN 1988 Employment Reports on Special Disabled Veterans and Veterans of the
Vietnam Era
52.222-41 MAY 1989 Service Contract Act of 1965, as Amended
52.222-43 MAY 1989 Fair Labor Standards Act and Service Contract Act - Price Adjustment
(Multiple Year and Option Contracts)
52.222-46 FEB 1993 Evaluation of Compensation for Professional Employees
52.223-2 APR 1984 Clean Air and Water
52.223-3 NOV 1991 Hazardous Material Identification and Material Safety Data
52.224-2 APR 1984 Privacy Act
16
52.225-3 JAN 1994 Buy American Act - Supplies
52.225-8 JAN 1994 Buy American Act - Trade Agreements - Balance of Payments Program
Certificate
52.225-9 JAN 1996 Buy American Act - Trade Agreements - Balance of Payments Program
52.225-11 MAY 1992 Restrictions on Certain Foreign Purchases
52.225-14 AUG 1989 Inconsistency Between English Version and Translation of Contract
52.227-2 AUG 1996 Notice and Assistance Regarding Patent and Copyright Infringement
52.227-3 APR 1984 Patent Indemnity
52.227-14 JUN 1987 Rights in Data - General
52.227-19 JUN 1987 Commercial Computer Software Restricted Rights
52.229-1 APR 1984 State and Local Taxes
52.230-2 AUG 1992 Cost Accounting Standards
52.230-3 APR 1996 Disclosure and Consistency of Cost Accounting Practices
52.230-4 AUG 1993 Consistency of Cost Accounting Practices
52.230-6 APR 1996 Administration of Cost Accounting Standards
52.237-3 JAN 1991 Continuity of Services
52.239-1 AUG 1996 Privacy or Security Safeguards
52.224-1 FEB 1995 Subcontracts (Fixed-Price Contracts)
52.244-5 JAN 1995 Competition in Subcontracting
52.247-29 JUN 1988 F.o.b. Origin
52.247-34 NOV 1991 F.o.b. Destination
52.247-63 APR 1984 Preference for U.S.-Flag Air Carriers
52.247--64 AUG 1996 Preference for Privately Owned U.S. -Flag Commercial Vessels
52.249-2 SEP 1996 Termination for Convenience of the Government (Fixed-Price)
52.249-8 APR 1984 Default (Fixed-Price Supply and Service)
17
