Exhibit 10.4
AGREEMENT
THIS AGREEMENT made this 21st day of November, 1995, by and between GCH
Sysyems, Inc. (GCH), a corporation incorporated under the laws of the State
of California, having its principal office in Mountain View, California, and
Xxxx Computer Corporation (Xxxx), a corporation incorporated under the laws
of the State of Virginia, having its principal office in Sterling, Virginia,
as follows.
X. Xxxx will assume all of the program management and contractual
responsibilities associated with the Loral/DMS Program. Xxxx will be
responsible for the following.
1. Negotiate the sub-contract with Loral.
2. Manufacture and deliver all of the sysytems under the GCH
Easydata brand name.
3. Invoice customer for all products and services.
4. Negotiate and maintain all contract modifications and
substations.
5. Provide all marketing services to maximize contract revenues
and profits.
6. Provide all financing of equipment and services associated with
DMS sub-contract.
7. On-site warranty if required.
X. Xxxx will pay GCH a 4% commission on gross revenues less on-site
warrany revenues resulting from the DMS Program and MPO orders. The
commission rate is subject to a 12 month review but may not be adjusted
without mutual consent and in no event to be less than 4% ot more than 5% of
gross revenues. Commission payment will be made within 15 days of payment
from the customer.
Xxxx will pay GCH a total of $50,000 by July 1, 1996, which is not
refundable and based on the following: $15,000 to be paid on January 1,
1996, $15,000 to be paid on April 1, 1995, and $20,000 to be paid on July 1,
1996. These payments will be applied to any future payments of commissions
due GCH.
C. GCH will be entitled to receive payments on all products sold by Xxxx
under the prime contract including follow-on products not currently on the
contract.
X. Xxxx will hire Xxxxx Xxxxx for the position of Program Manager. Xx.
Xxxxx will stay on GCH's payroll for the month of December 1995 and Xxxx will
reimburse GCH for her costs during that month. Effective January 1, 1996,
Xx. Xxxxx will become a full employee of Xxxx and on Xxxx'x payroll. As a
regular employee of Xxxx, all company policies of Xxxx will apply to Xx.
Xxxxx and her employment can be terminated by Xxxx if Xxxx determines she is
not performing satisfactory. GCH's shall not have any further obligiations
to Xx. Xxxxx after signing this agreement.
X. Xxxx will be GCH's supplier of choice for Loral/DMS Program.
X. Xxxx hereby accepts all of the rights and obligations of GCH under
GCH's subcontract with Loral for the DMS project and indemnify and protect
GCH against any and all potential and actual legal actions against GCH
related to DMS.
G. GCH hereby tranfers to Xxxx all its rights and title to two systems
previously provided to Loral.
This agreement shall be construed according to the laws of the State of
California. The parties agree that any dispute or questions arising
hereunder including the construction or application of this Agreement shall
be settled by arbitration in accordance with the rules of the American
Arbitration Association then in force, and that the arbitration hearings
shall be held in the city of the principal office of GCH. The decision of
the arbitrator shall be final and binding upon the parties both as to law and
to fact.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year first above written in multiple counterparts, each of which shall be
considered an original.
GCH SYSTEMS, INC. XXXX COMPUTER CORPORATION
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxx
------------------------- ------------------------
Xxxxxx X. Xxxxx, Chairman Xxxxxx X. Xxxx, Chairman
PURCHASE ORDER NO. 1BW000
Loral Federal Systems Company
0000 Xxxxxx Xxxxx, Xxxxxxxx, XX 00000
Date: 28 November 1995
GCH Systems, Inc. Payment Terms: Net 45 Days
000 X. Xxxxxxxxxxx Xxxx
Xxxxxxxx Xxxx, XX 00000
Attn: Xx. Xxxxx Xxxxx
1. PARTIES/TYPE OF CONTRACT
This Firm Fixed Price, Indefinite Delivery Indefinite Quantity Blanket
Purchase Order between Loral Federal Systems Manassas, (hereafter referred to
a "Buyer") located at 0000 Xxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx, and GCH Systems,
Inc. (hereinafter referred to as "Seller") located at 000 X. Xxxxxxxxxxx
Xxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx is placed on the basis set forth herein.
The Buyer's procurement representative is the only person authorized to approve
changes to the terms and conditions or the requirements of the Purchase Order.
If the Seller complies with any order, direction, interpretation, approval, or
disapproval, conditional approval, or determination (written or oral), from
someone other than the Buyer's procurement representative, it shall be at
Seller's own risk and Buyer shall not be liable for any increased cost or delay
in performance in accordance with the requirements set forth herein. The Seller
shall ensure that all Seller's personnel are aware of this provision.
Buyer is a signatory to the Defense Industry Initiatives on Business Conduct and
Ethics (DII).
The Seller agrees to indemnify Buyer for any amounts required to be paid to the
United States Government by virtue of the Seller's violation of Public Law 100-
679 (see FAR 52.203-10(c)). This applies to Purchase Orders over $25,000 or
Purchase Order modifications over $25,000.
2. PRODUCT/SERVICES
Seller will provide articles, services and/or data as set forth in Schedule A
attached hereto.
3. REQUIREMENTS/DATA
This is a rated order certified for national defense use, and Seller shall
follow all requirements of the Defense Priorities and Allocations System
Regulation (15 CFR Part 350). Seller accepts said rating unless rejected in
writing within 10 days if "DO" rating, or 5 days if "DX" rating from the date of
order receipt.
Government Contract Number F01620-95-D-0001.
DPAS Rating: None
1
PURCHASE ORDER NO. 1BW000
4. PERIOD OF PERFORMANCE AND/OR DELIVERY SCHEDULE
Work under this Purchase Order shall commence on November 20, 1995 and continue
through 04/30/97. The Buyer reserves the right to extend this purchase order
for up to six (6) consecutive one (1) year periods or any portion thereof.
All articles, services and/or data shall be delivered to the following Buyer
location unless otherwise directed within a release order.
Loral Federal Systems Company
0000 Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
A. Transportation Routing Guidelines:
Seller shall ship according to its best commercial practice. Freight charges
are included in the price of the products and title will pass at the receiving
area of the "Ship to Address" identified on Buyer's blanket release order. If
Buyer directs Seller to ship to an address other than the above stated address,
the Seller is required to provide Buyer with a copy of the shippers "Xxxx of
Lading", signed by the receiving location, and the corresponding packing slip.
B. Packing Slip
Seller shall submit a packing slip with each shipment of supplies against this
Purchase Order/Release. At a minimum, the packing slip shall contain the
following information:
1) The Governments Delivery Order Number
2) Loral's Purchase Order Number/Release Number
3) Itemized list of supplies within the shipment
4) List of back-order items remaining to be delivered
5) Date of shipment
5. CONSIDERATION AND PAYMENT
SELLER'S OBLIGATION
During the period of performance, Seller agrees to provide such services, data
or articles as Buyer may, from time to time, order during the life of this
Purchase Order at such prices or rates as identified in Schedule "A."
RELEASES
Releases against this Order shall be made on LFSC's standard order release form,
issued in numerical sequence, referencing this Purchase Order number. Buyer
shall be obligated only to the extent of such Releases as are actually issued
against this Order.
2
PURCHASE ORDER NO. 1BW000
PRICE REDUCTION NOTIFICATION AND PASS THROUGH
For all articles identified in Schedule "A", Seller agrees to notify promptly
and pass through to Buyer all announced reduction sin price. The agreed upon
revised price shall be incorporated into this purchase order with a revised
Schedule "A".
6. INVOICING
All invoice originals and one copy shall be submitted to the following:
Loral Federal Systems Company (LFSC)
X.X. Xxx 000
Xxxxx, XX 00000-0000
Attn: Accounts Payable
INVOICES
Each invoice submitted for payment shall indicate complete Purchase Order number
and be set up in accordance with the line items specified in this Purchase
Order.
One copy of all invoices and any other correspondence related to this Purchase
Order shall be submitted to:
Xxx Xxxxx
Loral Federal Systems - Manassas
0000 Xxxxxx Xxxxx
Mail Stop 120/025
Xxxxxxxx, XX 00000
7. TERMS AND CONDITIONS
This Purchase Order is subject to the following terms and conditions:
LFS Terms and Conditions, Loral Document No. 95-DMS-GCH, dated 20 NOV 1995
8. SPECIAL PROVISIONS
8.1 WARRANTY
This warranty period for items purchased hereunder shall be 15 Months from date
of delivery, either at Buyer facility or other locations as directed via release
order. Seller warrants that all supplies furnished under this contract,
including packaging and markings, shall be free from defects in material and
workmanship and shall conform with specifications and all other requirements of
this contract.
3
PURCHASE ORDER NO. 1BW000
If Seller's normal commercial warranties with respect to any product (or portion
or feature thereof) ordered hereunder exceed in any respect the warranties set
forth in this clause, such additional warranties shall be deemed automatically
incorporated into this Purchase Order. In addition, Seller agrees to pass
through to Buyer and The Buyer's Maintenance Subcontractor, any manufacturer's
warranty it may have received on the Products or any part related thereto.
Defective product returned to Seller for warranty repair, shall be repaired or
replaced at Seller's option, and returned to the Buyer no greater than 30 days
from receipt of malfunctioning product at Seller's facility.
8.2 BUYER MAY INSPECT
Buyer may inspect, accept or reject supplies within a reasonable time after
delivery, but failure to inspect, accept or reject supplies shall neither
relieve the Seller from liability for supplies not in accordance with the
Purchase Order requirements nor impose liability on the Buyer.
8.3 MAINTENANCE SUBCONTRACTOR
Seller shall provide all necessary systems, and/or component parts required by
the DMS Maintenance Subcontractor to perform maintenance and/or repairs to
installed equipment provided originally by Seller. Any items covered by
warranty shall be serviced by Seller per the terms of the warranty provisions
of this purchase order.
Prices for all items ordered by the Maintenance Subcontractor directly from
Seller shall be the same as the prices offered within this purchase order and
identified within Schedule A.
8.4 COMMERCIALLY AVAILABLE NEW HARDWARE MODELS AND VERSIONS OF COMMERCIAL
SOFTWARE
For each new commercially released hardware and software component currently
included in the approved product baseline, the Seller shall notify the Buyer in
writing within 45 days of the new release for possible incorporation into the
product baseline.
8.5 COMMERCIAL NON-AVAILABILITY OF HARDWARE AND SOFTWARE COMPONENTS
For any occurrence of commercial non-availability of a commercial component
currently included in Seller's products identified on Schedule A, the Seller
shall propose in writing within 15 calendar days, a substitute commercial
component(s) (if available) for incorporation into the product baseline. If
there is no substitute commercial component available, the Seller shall propose
a solution that maintains the approved functional baseline and results in
minimal impact to the remaining commercial components currently included in the
approved product baseline.
4
PURCHASE ORDER NO. 1BW000
8.6 CONFIGURATION CONTROL
Seller shall not make changes to the configuration of any items contained within
Schedule A which may affect product form, fit or function, without the prior
written approval of the Buyer. Any proposed changes shall require that Seller
advise Buyer in writing including a detailed description of the change with
anticipated performance impact.
8.7 REPLACEMENT OF PRODUCTS
The Buyer reserves the right to require the Seller to replace any product(s)
which has been submitted for repair service three times in any six month period,
excluding repairs due to Buyer or Government fault or negligence. The buyer
shall bear no additional cost for such replacements. All replacement products
shall have a new serial number and include a product warranty.
8.8 END-OF-LINE NOTIFICATION
Seller shall notify Buyer ninety (90) days in advance of Seller's decision to
terminate the production or availability of any products provided under this
purchase order. All new products for consideration by Buyer shall be forwarded
as a notification package which shall include a product overview and technical
specifications and where appropriate, sample product for acceptance testing.
Seller's notification shall include: Manufacturer's part number, new part
number, last date to order, last date of delivery, reason the product is being
obsoleted.
8.9 FAR52.245-2 GOVERNMENT PROPERTY (FIXED PRICE CONTRACTS)
Government Property clause FAR 52-245-2 is incorporated herein by this
reference. Seller is not authorized to acquire and/or fabricate any Special
Tooling or Special Test Equipment during the performance of this contract.
8.10 VIRGINIA EXEMPTION-RESALE
This purchase order is exempt from sales tax due to resale: Loral Federal
Systems Company Virginia account number 001617306-1.
9. ORDER OF PRECEDENCE
In the event of an inconsistency in this Purchase Order, unless otherwise
provided herein, the inconsistency shall be resolved by giving precedence in the
following order.
a) Purchase Order Including Special Provisions
b) LFS Terms and Conditions
c) All other documents
5
PURCHASE ORDER NO. 1BW000
10. ACCEPTANCE
This Purchase Order is the entire agreement between Buyer and Seller. It
supersedes all prior agreements, oral or written and all other communications
relating to the subject matter of this Purchase Order.
Any terms contained in Seller invoices, acknowledgments, shipping instructions
or other forms that are inconsistent with or different from this Purchase Order
shall be void and of no effect.
This Purchase Order is executed in duplicate originals as of the date specified
on page one.
Please sign and return this Purchase Order to Buyer within ten (10) working days
after receipt.
LFS - Manassas GCH Systems, Inc.
0000 Xxxxxx Xxxxx 000 X. Xxxxxxxxxxx Xxxx
Xxxxxxxx, XX 00000 Xxxxxxxx Xxxx, XX 00000
/s/ Xxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxx
------------------------ ------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx
Senior Contracts Administrator Chairman
------------------------------- -------------------------------
Title Title
11/28/95 11/28/1995
------------------------ ------------------------
Date Date
6
DMS PROGRAM
SCHEDULE A
OEM
CLIN DESCRIPTION MANUFACTURER PART NUMBER PART NUMBER PRICE LEAD TIME (1)
H00001a Pentium 100 System Xxxx Computer DCC-P100 GCH P100 $2,772.00 30 days
100MHz CPU Intel Pentium 100 30 days
Full Tower Chassis, 250 Watt PS Suncheer TCP050 30 days
CRU frame kit Universal UHDFRAM 30 days
Triton 3 motherboard Tyan S1428 30 days
1MB video adapter Focus FIS-E-9440PCI 30 days
2 16MB memory module Crown 4x332-70NS 30 days
101 key enhanced keyboard Maxiswatch 2192004-00-017 30 days
FDD 3.5" floppy YE Data YD-702D 30 days
Serial mouse (3 button) Logitech 442322 30 days
1GB SCSI HDD Fujitsu FUJ-M11606A 30 days
7 conector cable for SCSI controller XXXXXX 282-B118-0 30 days
PCI FSCSI-2 controller Adaptec AHA2940 30 days
14" color monitor Magnavox CM2099 30 days
16-bit Ethernet network card 3COM 3C590-TP 30 days
Award BIOS Award 30 days
Documentation & manual Xxxx Computer DCCP100 Doc 30 days
Installation of Windows NT Xxxx Computer inst-nt 30 days
Windows NT on CD-ROM Microsoft 586.00 30 days
(1) Lead Times are as follows:
1 system 5 days
2 to 10 systems 10 days
11 to 50 systems 20 days
over 50 systems 30 days
DMS PROGRAM
SCHEDULE A
OEM
CLIN DESCRIPTION MANUFACTURER PART NUMBER PART NUMBER PRICE LEAD TIME (1)
H00001a 486DX2/66 System Xxxx Computer Xxxx 486DX2/66-T 466-VL $ 1,934.00 30 days
DX2/66 CPU Intel DX2/66 30 days
Desktop chasis, 200 watt PS Suncheer MSP320 30 days
CRU frame kit Universal UHDFRAM 30 days
486 VLB/ISA motherboard Aquaris MB-4DUVC4 30 days
1MB video adapter Focus FISE9440VLI 30 days
2 16MB memory module Crown 4X32-70NS 30 days
101 key enhanced keyboard Maxiswatch 2192004-00-017 30 days
FDD 3.5" floppy YE Data YD-702D 30 days
Serial mouse (3 button) Logitech 442322 30 days
540MB SCSI HDD Fujitsu FUJ-M1603SA 30 days
ISA FSCSI-2 controller Adaptec ADP-AHA-1522A 30 days
14" color monitor Magnavox CM2099 30 days
16-bit Ethernet network card 3COM 3C509-TP 30 days
Award BIOS 30 days
Documentation & manuals Xxxx Computer DCC 486/66Doc 30 days
Installation of Windows NT Xxxx Computer inst-nt 5.00 30 days
Windows NT on CD-ROM Microsoft 586.00 30 days
(1) Lead Times are as follows:
1 system 5 days
2 to 10 systems 10 days
11 to 50 systems 20 days
over 50 systems 30 days
DMS PROGRAM
SCHEDULE A
OEM
CLIN DESCRIPTION MANUFACTURER PART NUMBER PART NUMBER PRICE LEAD TIME (1)
H00016 8MB system RAM Crown 2X32-70NS 543-B101-0 $ 227.00 30 days
H00016a 16MB system RAM Crown 4X332-70NS 543-B102-0 468.00 30 days
H00016b 32MB system RAM Crown 8X32-70NS 543-B103-0 966.00 30 days
H00016c 64MB system RAM Crown 16X32-70NS 543-B104-0 1,820.00 30 days
H00017 3.5" 1.44MB floppy Y/E Data YD-702D 543-B102-0 23.00 30 days
H00018 5.25" 1.2MB floppy Mitsumi D509V5 543-B103-0 35.00 30 days
H00019 14" SVGA monitor Magnavox CM2099 CM2099 222.00 30 days
H00020 Keyboard Maxiswitch 2192000400017 277-B105-0 15.00 30 days
H00021 serial mouse (3 button) Logitech 442322 277-B106-0 14.00 30 days
H00022 540MB SCSI-2HDD Fujitsu FUJ-M1603SA FUJ-M1603SA 199.00 30 days
H00022a 1GB SCSI-2HDD Fujitsu FUJ-M11606A FUJ-M111606A 300.00 30 days
H00023 2GB SCSI-2HDD Seagate ST32430N ST32430N 646.00 30 days
H00023a 4GB SCSI-2HDD Seagate ST15230N 104-B109-0 968.00 30 days
H00024 Pentium upgrade for a 486 system board Intel Pentium-83-ODP P-133 295.00 30 days
H00024a Pentium 133 MHz Processor chip Intel Pentium 133 AHA-1522A 550.00 30 days
H00025 SCSI Hard drive interface card (486 ISA) Adaptic ADP-AHA-1522A AHA-2940 126.00 30 days
H00025a SCSI Hard drive interface card (Pentium) Adaptic AHA2940 FIS-E-9440VLI 210.00 30 days
H00026 VLB Video Card Focus FISE9440VLI FIS-E-9440PCI 74.00 30 days
H00026a PCI Video Card Focus FISE9440PCI 249-B112-0 70.00 30 days
H00027 16 bit Ethernet Network card 3COM 3C509-TP 249-B113-0 39.00 30 days
H00027a 16 bit Ethernet Network card 3COM 3C590-TP 281-B113-0 72.00 30 days
H00028 200 watt power supply Suncheer RPS7200 281-B114-0 35.00 30 days
H00028a 250 watt power supply Suncheer RPA7250 508-B130-0 55.00 30 days
H00029 ROM AWARD 508-B130-0 282-B114-0 15.00 30 days
H00030 Monitor video cable (extension) Xxxxxx 282-B114-0 282-B115-0 5.00 30 days
H00031 CPU AC cable Xxxxxx 282-B115-0 282-B116-0 4.00 30 days
H00032 Monitor AC cable Xxxxxx 282-B116-0 282-B117-0 4.00 30 days
H00033 Internal floppy cable Xxxxxx 282-B117-0 282-B118-0 4.00 30 days
H00034 Hard disc drive cable Xxxxxx 282-B118-0 282-B119-0 13.00 30 days
H00035 Power cord Germany Xxxxxx 282-B119-0 282-B120-0 5.00 30 days
H00036 Power cord Italy Xxxxxx 282-B120-0 282-B121-0 5.00 30 days
H00037 Power cord Xxxxxxx Xxxxxx 282-B121-0 282-B121-0 5.00 30 days
DMS PROGRAM
SCHEDULE A
OEM
CLIN DESCRIPTION MANUFACTURER PART NUMBER PART NUMBER PRICE LEAD TIME (1)
H00038 1MB DRAM for video adapter TI 282-B122-0 282-B122-0 45.00 30 days
H00039 Video ROM n/a n/a 30 days
H00041 Serial/parallel/I/O card (486) DTC DTC 2280 238-B131-0 12.00 30 days
H00041a Serial/parallel/I/O card (Pentium) integrated n/a n/a 30 days
on the
motherboard
H00042 SCSI Attach 1GB tape drive & software Exabyte 2501-I 2501-I 460.00 30 days
H00043 Removable Storage device Xxxxxxx XX-0000XXX 251-B125-0 235.00 30 days
LEAD TIMES FOR SMALL QUANTITIES WILL BE SHORTER
