Exhibit 10.23
Rockwell
Xxxxxxx
SNAP2 Corporation Agreement No. 4500601442
Date: Nov. 2,2001
SUPPORT SERVICES AGREEMENT
This Agreement is entered into between Rockwell Xxxxxxx, Inc. located at 0000
Xxxx Xxxxxxx Xxxxxxxxx, Xxxxxx, XX 00000-0000 (hereinafter referred to as
"Rockwell" or "Buyer"), and SNAP2 Corporation, located at 00000 Xxxxxx Xxxxx,
Xxx Xxxxxx, Xxxx (hereinafter referred to as "Seller").
In consideration of the promises contained herein, the parties agree to the
following terms and conditions:
1. SCOPE OF SERVICES
During the term of this Agreement, Seller shall furnish the services set
forth in Statement of Work, ASU ASIC Verification Software, Project no.
1048A, attached hereto and made a part hereof. Such services shall be
performed by individuals as employees of Seller, an independent contractor,
and not as employees of Buyer. If the services are to be performed at
Buyer's plant, Seller's employees shall abide by rules established by
Buyer. Signing and returning the acknowledgment copy of this agreement
shall constitute acceptance of this Agreement. All use or reference to the
phrase "this Agreement" contained herein, or in any document incorporated
by reference, shall mean and be construed to include this Services
Agreement and any Purchase Orders released hereunder.
2. TERM OF AGREEMENT
The Agreement shall commence on Nov. 02, 2001 and be concluded on May 9,
2002.
3. BILLING AND PAYMENT
3.1 As compensation for services to be performed by Seller hereunder,
Buyer shall pay Seller at the rates set forth in the Schedule and to
the extent, if any, expressly provided for in the Schedule,
reimbursements for certain costs, such as travel expenses incurred in
the performance of services hereunder. Buyer shall not have any
liability for any other expenses or costs incurred by Seller
hereunder, unless otherwise provided in the Schedule.
3.2 Seller shall invoice Buyer at monthly intervals, or as otherwise
specified in the Schedule. Invoices shall be mailed to:
Rockwell Xxxxxxx, Inc.
000 Xxxxxxx Xxxx, X.X.
Xxxxx Xxxxxx, XX 00000
Attn: Accounts Payable
3.3 Each invoice submitted by Seller shall provide the following:
a) Invoices for services and reimbursable expenses shall contain the
following statement signed by the Seller, or if this Agreement is
with a firm, an officer or authorized representative of the firm:
Rockwell
Xxxxxxx
SNAP2 Corporation Agreement No. 4500601442
Date: Nov. 2,2001
SUPPORT SERVICES AGREEMENT
"I hereby certify, to the best of my knowledge and belief, that
this invoice is correct, and that all items invoiced are based
upon actual costs incurred or services rendered consistent with
the terms of the Support Services Agreement and associated
Schedule."
b) Provide complete supporting detail, including name(s) of
person(s) who performed the services, dates of services, hours or
days worked and billing rates.
c) Identify the task and completion date if this Agreement is based
upon a fixed sum payment.
d) Be accompanied by (i) an itemized listing of amounts claimed,
(ii) pertinent information relative to the expenses, and (iii)
receipts, to document the expenses when reasonably available.
3.4 Seller shall not take any action hereunder which could cause the
amount for which Buyer would be obligated to pay Seller to exceed the
sum of [Confidential Treatment has been requested for this portion of
this Exhibit]. Notwithstanding any other provisions of this Agreement,
Buyer shall not be obligated to pay Seller any amount in excess of the
aforementioned sum, provided however, that this sum may be increased
from time to time by Buyer in writing.
4. RELEASE OF NEWS INFORMATION AND ADVERTISING
Seller shall not, without the prior written consent of Buyer: (a) make any
news release, public announcement, denial or confirmation of all or any
part of the subject matter of this Agreement.
5. ASSIGNMENT AND SUBCONTRACTING
Performance of this Agreement may not be assigned or subcontracted in whole
without, in each case, the prior written consent of Buyer. In the event
Seller designates employees or agents other than as specified herein, such
individual shall sign a confidentiality agreement prior to commencing work
on behalf of the Buyer. In the event that during the term of this
Agreement, any of Buyer's divisions or affiliates or any location or other
portion of any such division or affiliate is sold or merged with another
company or entity, such sold or merged entity may continue to operate under
the terms and conditions of this Agreement for continued services hereunder
for the twelve (12) month period following the effective date of such
business change.
6. CANCELLATION/TERMINATION
Buyer shall have the right to cancel this Agreement or any part thereof at
any time by providing written notice to Seller:
a) For Convenience - In case of cancellation by Buyer of all or any part
of this Agreement without cause, any cancellation claim must be
submitted to Buyer within sixty (60) days after the effective date of
cancellation and shall be subject to an audit. Seller shall be
entitled to its direct costs already incurred in the performance of
the work cancelled, which together may not exceed the contract price
of the work canceled. Upon receipt of a notice of cancellation from
Buyer,
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SUPPORT SERVICES AGREEMENT
Seller shall stop work and immediately take the necessary action to
ensure that all work under the Agreement shall cease and to the extent
specified in Buyer's notice of cancellation, that all subcontracts and
orders are forthwith terminated immediately. The provisions of this
subparagraph shall not limit or affect the right of Buyer to cancel
this Agreement "For Cause" and shall not apply to a breach of
contract. In no event shall Buyer be liable for punitive, indirect,
special, incidental or consequential damages for termination pursuant
to this provision.
b) For Cause - Buyer may by written notice to Seller, without prejudice
to any other rights or remedies provided under this Agreement by law
or in equity, terminate this Agreement in whole or in part in any of
the following circumstances: (i) if Seller has been declared bankrupt,
makes an assignment for the benefit of creditors, or is in
receivership; or (ii) if Seller fails to perform the work or deliver
the supplies in accordance with the performance requirements or
delivery schedules specified herein or any extension thereof; or (iii)
if Seller (A) fails to perform any of the other terms of this
Agreement, or (B) so fails to make progress as to endanger the
performance of this Agreement in accordance with its terms, and in
either of the two circumstances enumerated in this provision
6(b)(iii)(A) or 6(b)(iii)(B), does not cure such failure within a
period of ten (10) days (or such longer period as Buyer may authorize
in writing) after receipt of notice from Buyer specifying such
failure. In the event Buyer terminates this Agreement in whole or in
part as provided in paragraph (b) of this provision, Buyer may
procure, upon such terms and in such manner as it may deem
appropriate, services similar to those so terminated, and Seller shall
be liable to Buyer for any excess costs, reasonably incurred for such
similar supplies or services; provided that Seller shall continue the
performance of this Agreement to the extent not terminated under the
terms of this provision.
7. INTELLECTUAL PROPERTY
a) All information and data, regardless of form, generated or designed in
the performance of or delivered under this Agreement, as well as any
information provided to Seller by Buyer, shall be and remain the sole
property of Buyer. Seller grants Buyer an unlimited, unrestricted and
non-exclusive, fully-paid, world-wide license to all background
intellectual property of Seller necessary to fully practice and
utilize any design or product (including software) resulting from
performance hereunder. Seller shall keep all information and data
generated pursuant to this Agreement in confidence and not disclose or
use it for any purpose other than in performing this Agreement, except
with Buyer's prior written approval. In the event that the copyright
in any data and information generated in the performance of this
Agreement does not vest in Buyer by law, Seller hereby agrees to
assign the copyright in all such data and information to the Buyer.
These obligations shall survive the termination of this Agreement.
Seller further agrees not to knowingly include any material
copyrighted by others in technical data delivered under this Agreement
without first obtaining, at no additional cost and for the benefit of
Buyer, a license therein of the same scope as set forth herein.
b) Seller agrees that all Seller owned data, including but not limited to
tapes, photo prints and other graphic information, furnished with
items or required to be furnished by this Agreement, together with any
information furnished orally, shall be free from proprietary
restriction. Data for which a restrictive use marking is authorized
herein or by special agreement, may be
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SUPPORT SERVICES AGREEMENT
duplicated and used by Buyer in performance of its present and future
contracts including preparation of logistics and instructional
information and delivery thereof as required by customer contract,
provided that Seller's data subject to restrictive use marking as
authorized herein, so long as the information is not legally available
to Buyer from other sources, shall not be disclosed outside Buyer or
its customers without Seller's permission. Seller further agrees to
furnish additional data required by Buyer to support Buyer's
requirements for logistics, maintenance, and operational data for
Buyer's customers within three (3) years of final delivery for a
reasonable price for preparation and delivery, including generation
thereof, if required.
8. PATENT INDEMNITY
Seller hereby indemnifies Buyer, its successors, assigns, agents,
customers, and users of the articles against loss, damage, or liability,
including costs and expenses, including attorneys' fees, which may be
incurred on account of any suit, claim, judgment, or demand involving
infringement or alleged infringement of any copyright, trademark, or patent
rights in the manufacture, use or disposition of any articles supplied
hereunder in any form or media, provided Buyer shall notify Seller of any
suit instituted against it, and to the full extent of its ability to do so
shall permit Seller to defend the same or make settlement in respect
thereto. Buyer does not grant indemnity to Seller for infringement of any
patent, trademark, copyright, or data rights.
Seller shall not be liable to Buyer in the event any claim or threatened
claim is solely or wholly based on product specifications designed and, or
provided by Buyer. Upon Seller's demand, Buyer will defend, indemnify and
hold Seller harmless from claims directly relating to violations of
intellectual property rights of a third party where the infringement is
directly associated with Buyer's designed Product or specifications.
9. INDEMNIFICATION
Seller hereby agrees to indemnify and hold harmless Buyer, its affiliates
and their respective successors and assigns, and its and their respective
directors, officers, agents and employees, from and against any and all
claims, liabilities, damages, losses, causes of action and judgments
brought by any person, corporation, governmental entity or other entity not
a party to this Agreement, whether arising from injury or death to persons
or loss or damage to property or otherwise (collectively "Third Party
Claims"), and reasonable attorneys' fees and costs and expenses incident
thereto to the extent such Third Party Claims arise from (a) any defect in
the design, workmanship or material of any product or associated software
delivered by Seller to Buyer hereunder and/or (b) any negligence (whether
active or passive) or willful misconduct of Seller, its contractors of any
tier or its or their directors, officers, agents, or employees. This
indemnity shall survive the termination or expiration of this Agreement for
a period of five (5) years.
10. CHANGES
Buyer within the general scope of this Agreement, may at any time, by a
written notice to Seller, issue additional instructions, require additional
services or direct the omission of services covered by this Agreement. If
any such change causes an increase or decrease in the cost of, or the time
required for,
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the performance of any part of the work under this Agreement, an equitable
adjustment shall be made in the price or delivery schedule, or both, and
this Agreement modified in writing accordingly. Information, advise,
approvals or instructions given by Buyer's technical personnel or other
representatives shall be deemed expressions of personal opinion only and
shall not affect Buyer and Seller rights and obligations hereunder unless
set forth in a writing which is signed by a member of Buyer's procurement
department and which expressly states that it constitutes an approval,
amendment, or change to this Agreement. Any claim by Seller for an
adjustment must be made in writing within thirty (30) days of the receipt
of any such notice. Nothing in this clause shall excuse the Seller from
proceeding without delay to perform this Agreement as changed.
11. NOTICES
Any notice shall be considered as having been given (i) to Rockwell if
mailed by certified mail, postage prepaid to Rockwell Xxxxxxx, Inc.,
Passenger Systems, 0000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxxx, XX 00000-0000,
Attn: Xxxxx Xxxxxxx, Subcontracts, Phone: (000) 000-0000, FAX: (909)
000-0000, E-mail: xxxxxxxx@xxxxxxx.xxxxxxxx.xxx, or (ii) to Seller if
mailed by certified mail, postage prepaid to: SNAP2 Corporation, 00000
Xxxxxx Xxxxx, Xxx Xxxxxx, XX, Attn: Xxxx Mailinak, Phone: (000) 000-0000,
FAX: (000) 000-0000, E-mail: xxxxxxxx@xxxxxxxxx.xxx
12. CONFIDENTIAL OR PROPRIETARY INFORMATION
Seller, its directors, officers, employees and agents shall preserve as
confidential all information pertaining to Buyer's business and all
technical and proprietary information obtained from Buyer in the
performance of this Agreement. Seller further agrees that any data and
information generated or delivered in the performance of this Agreement and
any information and data furnished by Buyer shall (a) be kept in confidence
and not be disclosed to third parties without the prior written approval of
Buyer, and (b) shall not be used in the sale, production, manufacture or
design of any article, material, process, methodology, study or report,
except as otherwise provided herein, without Buyer's prior written consent.
Seller agrees that this obligation shall survive the termination or
expiration of this Agreement. Seller shall deliver all data and information
to Buyer upon request and, in any event, upon the completion of all work
hereunder or cancellation or expiration hereof, whichever shall first
occur, and shall be fully responsible for the care and protection thereof
until such delivery. Notwithstanding any other provision of this Agreement,
the confidentiality obligations specified in this section will not apply to
any Confidential Information received by Seller, which is or becomes
publicly available without breach of this Agreement.
13. BUYER'S PROPERTY
All property used by Seller in connection with this Agreement which is
owned, furnished, charged to or paid for by Buyer shall be and remain the
property of Buyer subject to removal and inspection by Buyer at any time
without cost or expense to Buyer and Buyer shall have free access to
Seller's premises for the purpose of inspecting or removing such property.
All such property shall be identified and marked as Buyer's property, used
only for this Agreement and adequately insured by Seller at its expense for
Buyer's protection. Seller shall assume all liability for and maintain and
repair such property and return the same to Buyer in its original
condition, reasonable wear and tear excepted, and
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SUPPORT SERVICES AGREEMENT
when such property is no longer required hereunder. Seller shall furnish
Buyer with a list thereof and shall comply with any Buyer disposition
instructions applicable thereto.
14. CONFLICT OF INTEREST
Seller hereby represents and covenants that neither it nor any of its
employees or representatives has or shall have directly or indirectly, any
agreement with any official, employee or representative of any customer or
of any government or governmental agency or of any political party under
which any such receive either directly or indirectly anything of value
whether monetary or otherwise as the result of or in connection with any
action or contemplated action taken or requested to be taken by any
government or governmental agency or any nature relating to Rockwell or any
of its subsidiaries. Seller further represents and covenants that neither
it nor any of its employees or representatives has offered or shall offer
any gratuity to Rockwell's employees, agents or representatives with a view
toward obtaining this Agreement or securing favorable treatment with
respect thereto. Seller further represents that it will not engage in any
activity, which presents a conflict of interest in light of its
relationship with Rockwell.
A. Movement of personnel, equipment, and tools on and off property site
referred to in the Schedule and while on the site shall be in
accordance with Rockwell's plant security and safety regulations.
Rockwell will make copies of such regulations available to Seller upon
request.
B. If Seller is assigned a working area, it shall be Seller's
responsibility to conform to good housekeeping rules including all
Rockwell and other applicable rules and regulations by keeping the
working area, as well as the designated area assigned to Seller for
storage of material and equipment to be used in the performance of its
work, in a clean neat and orderly condition.
C. Seller will be required to observe all Rockwell and other applicable
safety regulations for the protection of property and personnel.
15. DISCLOSURE
Rockwell shall have the right, in its discretion, to disclose the terms and
conditions of this Agreement (as it may be amended from time to time),
including without limitation amounts paid hereto, to agencies of the United
States Government.
16. REPORTS
Seller will furnish all reports required hereunder in such form and detail
as may be reasonably required by Rockwell.
17. NOTICE TO BUYER OF LABOR DISPUTES
(a) Whenever Seller has knowledge that any actual or potential labor dispute is
delaying or threatens to delay the timely performance of this Agreement,
Seller shall immediately give notice thereof, including all relevant
information, with respect thereto, to Buyer.
(b) Seller agrees to insert the substance of this clause, including this
paragraph (b), in any subcontract hereunder to which a labor dispute may
delay the timely performance of this Agreement.
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SUPPORT SERVICES AGREEMENT
18. RIGHTS, REMEDIES AND WAIVER
The rights and remedies provided Buyer herein shall be cumulative, and in
addition to any other rights and remedies provided by law or equity. A
waiver of a breach of any provision hereof shall not constitute a waiver of
any other breach.
19. DISPUTES/APPLICABLE LAW
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Iowa, without regard to its choice
of law rules, but including the provisions of the Uniform Commercial Code
of said State. This Agreement specifically excludes the provisions of the
1980 United Nations Convention on Contracts for the International Sale of
Goods and the U.N. Convention on the Limitation Period in the International
Sale of Goods, as amended by Protocol. If a U.S.-based Seller, in the event
that any claim or controversy arising out of this Agreement cannot be
settled by the parties themselves, the parties agree to attempt in good
faith to resolve such claim or controversy by mediation, through a mutually
agreed upon, non-binding form of Alternate Dispute Resolution (ADR),
through knowledgeable, non-lawyer representatives of each party. The
parties shall split evenly all costs of ADR. Any dispute that is not
settled by agreement of the parties or by such mediation may be settled by
appropriate legal proceedings. Pending any decision, appeal or judgment in
such proceedings or other settlement of any dispute arising under this
Agreement, Seller shall proceed with the performance of this Agreement in
accordance with the decision of the Buyer. If a foreign-based Seller, any
disputes arising out of or in connection with this Agreement, which are not
settled by negotiation, including any question regarding its existence,
validity or termination, shall be referred to and finally resolved by
arbitration under the Rules of the London Court of International
Arbitration, which Rules are deemed to be incorporated by reference into
this clause. The tribunal shall consist of a sole arbitrator, the place for
arbitration shall be London, England, and the proceedings shall be in
English language. Judgment upon the award rendered by the arbitrators may
be entered in any court having jurisdiction thereof. Both parties hereby
waive the right to refer the case to any other jurisdiction. The parties
shall continue to perform their obligations under this Agreement pending
the outcome of such arbitration.
20. INSURANCE, INDEMNITY AND LIABILITY
Seller hereby indemnifies, defends and holds Rockwell, its directors,
officers, agents and employees, harmless against any and all claims,
actions or demands against Rockwell, its directors, officers, agents and
employees and against any and all damages, liabilities or expenses,
including counsel fees, for personal injury to or death of any person and
for loss or damage to any and all property, arising out of the acts or
omissions of Seller under this Agreement. Seller shall carry and maintain
Workers' Compensation and Commercial General Liability Insurance (including
Contractual Liability), Professional Liability and Automobile Liability in
such form as to protect Seller and Rockwell from any claims or damages for
bodily injury, including death, and any damage of or to property which may
arise from acts or omissions of Seller under this Agreement. Seller shall
furnish Rockwell with original certificates of insurance, prior to the
effective date of this Agreement and annually thereafter, evidencing
minimum limits of liability of $1 million per occurrence combined single
limit occurrence
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SUPPORT SERVICES AGREEMENT
for bodily injury (including death) and property damage for Commercial
General Liability and Automobile Liability; Statutory Workers'
Compensation, and Employer's Liability with a limit of $1 million; and
Professional Liability with a per claim limit of $1 million. Such insurance
shall be primary and non-contributing to any insurance maintained by
Rockwell and the insurers will give thirty (30) days prior written notice
to Rockwell in the event of cancellation or material change in coverage.
The Commercial General Liability, Automobile Liability, and Workers'
Compensation coverages will each include a waiver of subrogation in favor
of Rockwell. Seller shall include Rockwell as an additional insured on
Commercial General Liability insurance. Insurers must be reasonably
acceptable to Rockwell and possess minimum Best's rating of `A -` and be
licensed to conduct business in all states in which Seller shall operate as
part of this Agreement. Failure to obtain and maintain the required
insurance shall be considered a material breach of contract.
21. PROFESSIONAL LIABILITY
Seller agrees that all services performed hereunder by Seller, its
employees and agents shall be performed by persons who are experienced and
highly skilled in their professions and in accordance with high standards
of workmanship in their field. Seller further agrees that all work
hereunder will be fit and sufficient for the purpose intended. Seller shall
be liable for all loss or damages to Rockwell, its directors, officers,
agents, employees, and customers arising from its failure to comply with
any provision hereof, and from any negligent act, error or omission of
Seller, its agents and employees. Rockwell may, at its option, by contract
or otherwise, replace or correct any defective materials or conditions
resulting from said failures, acts, errors and omissions and recover the
cost thereof from Seller.
22. REPRESENTATIVES AND TECHNICAL ASSISTANCE
The below listed representatives shall be available at all reasonable times
and shall have the authority to act on behalf of their employer except the
Rockwell representatives shall not have the authority to act in any manner
which would result in an increase or decrease of the scope of work or of
the price of this Agreement or which would otherwise change the provisions
of this Agreement. Rockwell shall furnish such information and technical
assistance to Seller as shall be reasonably required in connection with the
Seller's work hereunder. However, no such information or assistance shall
relieve Seller of its responsibility for the furnishing of a design in
accordance with all the provisions of this Agreement, constitute an
acceptance of Seller's work, nor relieve Seller of any of its obligations
under this Agreement.
X. Xxxxxxxx'x representative for administration of this Agreement is:
Xxxxx Xxxxxxx, Subcontracts.
X. Xxxxxxxx'x representative for Engineering design is: Xxx Xxxxx
(Project Engineer).
C. Seller's Project Engineer responsible for contract performance is:
Xxxx Xxxxxxx (Project Engineer).
D. Seller's representative for administration of this Agreement is Xxxx
Xxxxxxx, Sales.
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23. SEVERABILITY
If any provision or portion thereof of this Agreement is held to be
unenforceable or invalid, the remaining provisions and portions thereof
shall nevertheless be given full force and effect, and the Parties agree to
negotiate, in good faith, a substitute valid provision which most nearly
effects the parties' intent on entering this Agreement.
24. HEADINGS
The headings of the Sections have been inserted for convenience of
reference only and shall not affect the interpretation of any of the
provisions of this Agreement.
25. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all such counterparts together shall
constitute but one and the same Agreement.
26. AUTHORITY
Each of the parties hereto represents that such party has the power and
authority to enter into, execute, deliver and perform its respective
obligations hereunder. The execution and delivery of this Agreement by each
of the parties hereto, respectively, has been duly authorized. No other
action on the part of any is required and execution by each party hereto
constitutes a valid and binding obligation of such party, respectively,
enforceable in accordance with its terms.
27. RECORDS
Buyer shall, until the expiration of three (3) years after final payment
under this Agreement, have access to and the right to examine any directly
pertinent books, documents, papers and records of Seller involving
transactions related to this Agreement.
28. BUYER APPROVALS AND REVIEWS
The review or approval by Buyer of any work hereunder or of any designs,
drawings, specifications or other documents prepared hereunder shall not
relieve Seller of any of its obligations under this Agreement, nor excuse
or constitute a waiver of any defects or nonconformity in any services
furnished under this Agreement, nor change, modify or otherwise affect any
of the provisions of this Agreement, including, but not limited to, the
prices and delivery schedules contained herein.
29. TAXES
Seller is liable for and shall pay all taxes, impositions, charges and
exaction imposed on or measured by this Agreement except those Buyer
specifically agrees or is required by law to pay and which are
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separately stated on Seller's invoice. Prices shall not include any taxes,
impositions, charges and exaction for which Buyer has furnished an
exemption certificate.
30. U.S. EXPORT CONTROL LAWS AND REGULATIONS
Seller, for itself and any of its employees and agents who may be given
access by Seller to technical information of Buyer, or who may be provided
access to Buyer's premises in carrying out the services to be provided by
Seller under this Agreement, acknowledges its obligations to control access
to such technical information and to ensure that such access does not
result in a violation of the U.S. Export Control Laws and Regulations.
31. EVIDENCE OF CITIZENSHIP OR IMMIGRANT STATUS
Buyer may be required to obtain information concerning citizenship or
immigrant status of subcontractor personnel entering the premises of Buyer.
Seller agrees to furnish this information before commencement of work and
at any time thereafter before substituting or adding new personnel to work
on Buyer's premises. Information submitted by Seller shall be certified by
an authorized representative of Seller as being true and correct.
32. U.S. GOVERNMENT COMMERCIAL ORDERS
If this Agreement indicates that it is placed under a U.S. Government
contract for the purchase of commercial items as defined in the Federal
Acquisition Regulation, the following provision is incorporated herein:
Federal Acquisition Regulation Provision 52.244-6, Commercial Items and
Commercial Components, except that the term "Contractor" means Seller,
"Subcontractor" means Seller's Subcontractor, and "Contract" means this
Agreement. The actions required under the referenced clauses made
applicable under this Clause shall constitute the entirety of Seller's
Federal Acquisition Regulation obligations hereunder for such sales.
33. SPECIAL U.S. GOVERNMENT PROVISIONS
If this Agreement indicates that it is placed under a U.S. Government prime
contract for firm fixed price orders for non-commercial materials and/or
services, applicable special U.S. Government provisions are found in
Attachment "A" and incorporated herein by reference to this Agreement. If
this Agreement is placed pursuant to a U.S. Government prime contract with
the National Aeronautics Space Administration (NASA) for firm fixed price
orders for non-commercial materials and/or services, applicable special
provisions are found in Attachment "A-1" and incorporated herein by
reference to this Agreement.
34. ENTIRE AGREEMENT
This Agreement is intended by the Buyer and Seller as a final expression of
their agreement and is intended also as a complete and exclusive statement
of the terms of their agreement. No course of prior dealings, written or
oral, between the parties, no usage of the trade nor acceptance or
acquiescence in a course of performance rendered under this Agreement shall
be relevant
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to supplement, explain or be relevant to determine the meaning of the terms
of this Agreement even though the accepting or acquiescing party has
knowledge of the nature of the performance and opportunity for objection.
No amendment or change of any kind shall be binding upon Buyer unless in
writing and signed by an authorized representative of Buyer.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement which
is effective as of the date of the last signature below.
SELLER ROCKWELL XXXXXXX, INC.
Passenger Systems
By: By:
--------------------------------- ---------------------------------
Name: Xxxx Xxxxxxx Name: Xxxxx Xxxxxxx
------------------------------- -------------------------------
Title: V.P. Sales Title: Subcontracts
------------------------------ ------------------------------
Date: Date:
------------------------------- -------------------------------
-------------------------------
Employer Identification No. *
* This is the identifying number required to be used in Federal income
tax and employment tax returns.
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SNAP2 Consultants Agreement No. 4500601442
Date: November 16, 2001
Statement of Work
for
ASU ASIC Verification Software
Project No. 1048A
This Statement of Work (SOW) is governed by the Rockwell Xxxxxxx Support
Services Agreement (SSA) No. 4500601442 executed between the parties dated Nov.
16, 2001. Exhibits A, "Certificate of Compliance with U.S. Government
Regulations"; Exhibit B, "Inventions and Patents Agreement and Protection of
Proprietary Information Agreement"; and "End Use Certification", are attached
hereto and made a part hereof.
1. Scope
The scope of this statement of work is to describe the effort requested by
Rockwell Xxxxxxx Passenger Systems ("RCPS" or "Buyer"), to Snap2 Corporation
("SNAP2" or "Seller") for eTES ASU ASIC verification software.
2. Definitions
The following is a list of definitions and acronyms that will be used throughout
this document.
eTES Enhanced Total Entertainment System
ENB Engineering Notebook
DOORS Dynamic Object Oriented Requirement System
IFE In-Flight Entertainment
IPT Integrated Product Team
PTR Problem Trouble Report
SDF Software Development Folder
SRS Software Requirements Specification
SOW Statement of Work
TES Total Entertainment System
VSS Visual Source Safe
3. Referenced Documents
The following is a list of reference documents utilized by the Buyer's software
engineering department, and are available to the Seller.
Document Number Title
--------------- -----
ENB 7-6-2 TES Build Environment
PS-ENG-P-002 Integrated Product Teams (IPT) Procedure
PS-ENG-P-302 Software Process Deviation Procedure
PS-ENG-P-303 Software Development Folders Procedure
PS-ENG-B-304.01 TES Software Engineering Credit Taking Rules
PS-ENG-P-305 IFE PTR Package Review Procedure
PS-ENG-P-306 Software Build Procedure
PS-ENG-P-307 Software Integration Test Process Procedure
PS-ENG-T-307.01 Software Integration Test Plan Template
PS-ENG-P-308 Software Change Review Board Procedure
PS-ENG-G-308.01 IFE PTR User's Guide
PS-ENG-T-309.01 Software Functional Design Description Template
PS-ENG-P-312 Software Coding Procedure
PS-ENG-P-315 Unit Test Procedure
SNAP2 Consultants Agreement No. 4500601442
Date: November 16, 2001
PS-ENG-S-316 TES Software Development Process Standard
000-0000-000 Engineering Technical Consistent Process
1300234-S520 Software Quality Engineering Plan for Passenger Systems
4. Description of Work
[Confidential Treatment has been requested for this portion of this Exhibit]
5. Standards and Procedures
The Seller shall perform all design, development, and test consistent with a set
of software engineering best practices that have been approved by the Buyer. All
software deliverable reviews between the Buyer and Seller shall occur as
determined by the Buyer.
6. Deliverables
The following list of software deliverables shall be provided to the Buyer. The
Seller shall provide a electronic copy of all the deliverable documents in
Microsoft Word Format compatible with Word version 97, or in the case of
system/software requirements, a format compatible with the RCPS DOORS document
control system.
a) Design documentation of all code developed for this contract.
b) All software source and binary code.
c) Test verification plan, test procedure and test results.
d) Build process steps used to build test verification software.
Seller will provide all software design and ASIC verification test procedures to
Buyer for review and approval prior to the next phase of development.
7. Milestone Schedule
The milestones and schedule items are described as follows.
----------------------------------------------------------------------------------------------------
Milestones and Activities Begin End Deliverables
----------------------------------------------------------------------------------------------------
1 Detailed design and proposal 8 Oct 2 Nov Test plan, project plan and proposal
----------------------------------------------------------------------------------------------------
2 Develop common test framework 7 Nov 29 Nov Design documents, framework source code.
software for low-level tests.
----------------------------------------------------------------------------------------------------
Develop, execute and document 8 Nov 4 Dec Design documents, source code and test
FPGA1 low-level tests results.
----------------------------------------------------------------------------------------------------
3 Develop, execute and document 15 Nov 19 Dec Design documents, source code and test
FPGA2 low-level tests results.
----------------------------------------------------------------------------------------------------
Develop common test framework 7 Nov 10 Jan Design documents, framework source code.
software for high-level tests.
----------------------------------------------------------------------------------------------------
4 High-level tests on FPGA2 15 Nov 6 Feb Design documents, source code and test
results.
----------------------------------------------------------------------------------------------------
5 High-level tests on ASIC 3 May 9 May Test results and any modified code.
----------------------------------------------------------------------------------------------------
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SNAP2 Consultants Agreement No. 4500601442
Date: November 16, 2001
The dates and delivery contents may be modified during the course of the project
based on agreements by the Buyer and Seller.
The success of this schedule is dependent on hardware delivery and the delivery
of a working OS-9 port on each of the hardware platforms. These dependencies
appear below for reference. Slips in any of these dates may have an impact on
the project. The Buyer and Seller will assess the impact to schedule as soon as
the slip condition is known.
-----------------------------------------------------------------------------------------
Hardware and OS Dependencies
-----------------------------------------------------------------------------------------
Hardware Description Available OS-9 Available
-----------------------------------------------------------------------------------------
FPGA1 - revision A FPGA1 hardware plus gate array file November 28 December 14
for basic operation of one UART, Console prompt
HDLC, Sequence lines, Manchester only
encoding
-----------------------------------------------------------------------------------------
FPGA1 - revision B FPGA1 hardware with full gate array December 4 January 11
features
Full OS-9 port
-----------------------------------------------------------------------------------------
FPGA2 - revision A FPGA2 hardware plus gate array file December 10 December 21
for basic operation of the same
features as FPGA1 revision B Console prompt
only
-----------------------------------------------------------------------------------------
FPGA2 - revision B FPGA2 hardware with full gate array January 2 January 22
features sufficient to allow
OS-level debugging of Xxxxxxxx Xxxx XX-0 port
driver and USB switch code
-----------------------------------------------------------------------------------------
FPGA2 - revision Update to revision B, no software January 21 January 22
C (final) changes required
-----------------------------------------------------------------------------------------
ASIC Completed ASIC hardware April 29 May 3
-----------------------------------------------------------------------------------------
8. Status Reports and Meetings
SNAP2 will submit reports on a weekly basis to the RCPS Technical Lead, Seat IPT
Manager, and Technical Subcontract Manager, throughout the duration of the
project. This report will describe the week's accomplishments as well as the
developments planned for the following week. It will also discuss any issues
related to the execution of the project, including risks.
SNAP2 uses Microsoft Project as its project scheduling tool. SNAP2 will create a
detailed project plan that will specify task dependencies within the project as
well as dependencies on events outside of SNAP2's control, such as hardware
availability. Using this plan as the primary tool, SNAP2 will be able to modify
task orders and priorities as necessary should changes occur with regard to
hardware availability or functionality. SNAP2 will be able to determine whether
or not the allocation of additional human resources to the project would benefit
the schedule and will be able to provide RCPS with weekly updates to the
schedule status.
In addition, the project managers and technical leads from Buyer and Seller
shall hold periodic conference call to discuss any technical or project issues
that exist. This regularly scheduled call will promote good
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SNAP2 Consultants Agreement No. 4500601442
Date: November 16, 2001
coordination between the Buyer and Seller, and will help maximize productivity
and avoid wasting time on activities that will require later rework.
9. Proprietary Headers
All Seller software deliverables shall use the Buyer's proprietary headers and
cover sheets. It shall be understood that the Buyer has full publication rights
of all documentation and software purchased from the Seller. All software files
shall use the Buyer proprietary headers consistent with the current Buyer file
header structure.
10. Development & Configuration Control Tools
The Seller shall use the following development and Configuration Control tools
to produce the software deliverables.
a) Microware Ultra C
b) Microsoft Office 97' Compatible word processor for documentation
deliverables.
11. Field and Sustaining Support
This subcontract makes no provisions for the Seller to provide extended or field
support of this product after Seller meets all the enclosed closure criteria
requirements.
12. Scope Management
During the period of this contract the Seller shall notify the Buyer's
Subcontract PE of any request that is not covered in the stated requirements for
this work scope. If the Technical Lead, IPT Manager, Subcontract PE, and Seller
determine that the work request is outside the scope of this contract, then
further discussions will be held with inclusion of the RCPS Subcontract Manager,
to clearly define the new requirements and its impact to schedule and cost. If
appropriate, this statement of work will be amended to address the work scope
change.
13. Key Personnel
----------------------------------------------------------
Personnel Role
----------------------------------------------------------
Xxxxx Xxxxxx Buyer Seat IPT Manager
----------------------------------------------------------
Xxx Xxxxx Buyer Seat Technical Lead /
Subcontract PE
----------------------------------------------------------
Xxxxx Xxxxxxx Buyer Subcontracts Manager
----------------------------------------------------------
Xxx Xxxxxxx Buyer Technical Subcontract Mgr.
----------------------------------------------------------
Xxxx Xxxxxxx Seller Vice President, Sales
----------------------------------------------------------
Xxxx Xxxxxxx Seller Project Manager
----------------------------------------------------------
Xxxx Xxxxxx Seller Technical Lead
----------------------------------------------------------
14. Payment
The Seat IPT Manager and Technical Lead shall sign and thus authorize payment
for the invoices submitted by Seller.
Seller agrees to permit Buyer and/or its representative to verify any and all
expensed fees and charges payable hereunder. Seller agrees to keep books and
records in satisfactory form and content and to permit Buyer or its
representatives to conduct verifications for audit purposes.
The payment for this contract shall be based on the fixed price of [Confidential
Treatment has been requested for this portion of this Exhibit].
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SNAP2 Consultants Agreement No. 4500601442
Date: November 16, 2001
The payment milestones are associated with receipt of the following software
deliverables:
[Confidential Treatment has been requested for this portion of this Exhibit]
15. Acceptance Criteria
The deliverables for this effort shall be considered acceptable when they have
been received, reviewed and approved by RCPS. The milestones for this effort
shall be considered acceptable when they have been approved by RCPS.
RCPS will have 10 business days to accept or reject the software as delivered.
Should the software fail to perform as described, SNAP2 will have 5 business
days to correct defects and resubmit the software to RCPS for final acceptance.
16. Subcontract Closing Criteria Requirements
All the terms of this subcontract will be considered successfully accomplished
when the following closing criteria have been met:
1. The Buyer receives reviews and approves all software deliverables
identified in this contract.
2. The Seller successfully achieves all milestones identified in this
document.
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