EXHIBIT 10.10
Agreement
THIS AGREEMENT, including all Exhibits attached hereto or referenced herein
(hereinafter referred to as "this Agreement"), is made and entered into this 20
day of August, 2002, by and between Science Applications International
Corporation, ("SAIC") a Delaware., corporation with offices located at 0000
Xxxxxxxxxx Xxxxx, XxXxxx, XX 00000, and BS12000, ("BSI") a Colorado corporation
with offices located at 000000 Xxxx Xxxxxx Xxxxxx, Xxxxx X000, Xxxxxxxx,
Xxxxxxxx 00000. SAIC and BSI are sometimes referred to collectively herein as
the "Parties" and individually as a "Party."
WHEREAS, the INS has issued Solicitation No. COW-2-Q-0032 (the "Solicitation")
for Border Crossing Card Readers (BCC Readers)
WHEREAS, the ability of BSI2000 to competitively respond to the Solicitation and
to obtain contracts resulting therefrom will necessitate the use of SAIC as an
unpriced subcontractor;
WHEREAS, because of each Party's unique capabilities, the Parties have
determined that they would benefit from a team arrangement in order to develop
the optimal approach to responding to the Solicitation;
WHEREAS, the Parties wish to establish a team arrangement in the form of a prime
contractor/ subcontractor relationship pursuant to which BSI will act as the
prime contractor (hereinafter referred to as "the Prime") on behalf of the team,
and SAIC will act as a subcontractor within the team (hereinafter referred to as
"the Subcontractor");
WHEREAS, SAIC has no defined work on this effort and SAIC shall have no
liabilities associated with the performance of this effort.
NOW, THEREFORE, in consideration of the foregoing, and in reliance on the mutual
promises and obligations contained herein, the Parties hereby agree as follows:
1. It is understood that in the proposal submitted for the Solicitation, the
Prime will, to the extent it deems necessary and appropriate, identify the
Subcontractor as a team member.
2. BS12000 shall bear all costs, expenses, risks and liabilities incurred by
it arising out of or relating to its obligations, efforts or performance
under this Agreement and the resultant contract.
3. The Prime shall have the sole right to decide the form and content of all
documents submitted to the Government. The Prime will make reasonable
efforts to insure that the Subcontractor's data is accurately and
adequately portrayed, and identified as the Subcontractor's portion. The
Prime will afford the Subcontractor the opportunity to review, upon
request prior to proposal submission, that portion of the proposal that
includes the effort to be performed by the Subcontractor.
4. If a prime contract resulting from the Solicitation is awarded to the
Prime, the Prime shall pay the Subcontractor $10,000 within 30 days of
award for the use of the SAIC name as an unpriced subcontractor.
5. It is understood that the Subcontractor will have no liability for the
performance of the resultant contract.
6. In the event the Prime is afforded the opportunity to make presentations,
whether orally or in writing, to potential customers concerning the
Solicitation, the content of such presentations may, at the Prime's
discretion, be made known to the Subcontractor, subject to any
prohibitions or restrictions that may be imposed by the Government upon
such disclosure. The Subcontractor agrees to support such presentations,
as may be requested by the Prime for an additional fee to be determined.
7. Nothing contained in this Agreement shall, by express grant, implication,
estoppel or otherwise, create in either Party any right, title, interest,
or license in or to the inventions, patents, computer software or software
documentation of the other Party.
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Agreement
8. This Agreement shall remain in effect until the first of the following
shall occur:
a. An official Government announcement that the Solicitation has been
canceled.
b. Upon the award of a prime contract for the Solicitation to a
contractor or contractors other than the Prime.
c. Award of a prime contract to the Prime and issuance of payment of
$10,000 to the Subcontractor.
9. This Agreement is not intended by the Parties to constitute or create a
joint venture, limited liability company, pooling arrangement,
partnership, or other formal business organization of any kind, other than
a contractor team arrangement as set forth in FAR Part 9.6, and the rights
and obligations of the Parties shall be only those expressly set forth
herein. Neither Party shall have authority to bind the other except to the
extent expressly authorized herein. Nothing in this Agreement shall be
construed as providing for the sharing of profits or losses arising out of
the efforts of either or both Parties. It is also understood that no
division of markets is attempted by this Agreement.
10. This Agreement shall not be amended, modified or extended, nor shall any
waiver of any right hereunder be effective, unless set forth in a document
executed by duly authorized representatives of both Parties, specifically
referencing the provision of this Agreement to be amended, modified,
extended or waived. The failure of either Party to insist upon performance
of any provision of this Agreement, or to exercise any right, remedy or
option provided herein, shall not be construed or deemed as a waiver of
the right to assert any of the same at any time thereafter.
11. If any term, condition or provision of this Agreement is held or finally
determined to be void, invalid, illegal, or unenforceable in any respect,
in whole or in part, such term, condition or provision shall be severed
from this Agreement, and the remaining terms, conditions and provisions
contained herein shall continue in force and effect, and shall in no way
be affected, prejudiced or disturbed thereby.
12. To the extent the obligations of the Parties hereunder involve access to
information classified by the U.S. Government as "Confidential" or higher,
the provisions of all applicable federal laws, statutes and regulations
shall apply to this Agreement. The provisions of all applicable security
and export control laws, statutes and regulations shall also apply hereto.
13. This Agreement shall be governed by and construed, enforced and
interpreted under the laws of the Commonwealth of Virginia, without regard
to its laws relating to conflict or choice of laws. Any dispute, claim,
action or suit arising out of or relating to this Agreement may only be
brought exclusively in a court of competent jurisdiction in the
Commonwealth of Virginia.
IN WITNESS WHEREOF, the Parties represent and warrant that this Agreement is
executed by duly authorized representatives of each Party as set forth below on
the date first stated above.
SCIENCE APPLICATIONS BSI2000
INTERNATIONAL CORPORATION
By: By: /s/ Xxxx Xxxxxx
-------------------------- ---------------------------------
Name: Name: Xxxx Xxxxxx
Title: Title: President
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