Exhibit 10.26
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SNAP2 Corporation Agreement No. 4500667599
Date: Feb. 14, 2002
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, eADB ACC OS Software Engineering Services,
Project no. 1055A, 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 Feb.14, 2002 and be concluded upon 3 weeks
after receipt of diagnostic software sufficiently complete to validate the
hardware.
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:
"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."
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SNAP2 Corporation Agreement No. 4500667599
Date: Feb. 14, 2002
SUPPORT SERVICES AGREEMENT
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, 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
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SNAP2 Corporation Agreement No. 4500667599
Date: Feb. 14, 2002
SUPPORT SERVICES AGREEMENT
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 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
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SNAP2 Corporation Agreement No. 4500667599
Date: Feb. 14, 2002
SUPPORT SERVICES AGREEMENT
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, 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
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SNAP2 Corporation Agreement No. 4500667599
Date: Feb. 14, 2002
SUPPORT SERVICES AGREEMENT
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 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.
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SNAP2 Corporation Agreement No. 4500667599
Date: Feb. 14, 2002
SUPPORT SERVICES AGREEMENT
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.
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
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SNAP2 Corporation Agreement No. 4500667599
Date: Feb. 14, 2002
SUPPORT SERVICES AGREEMENT
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 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.
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SNAP2 Corporation Agreement No. 4500667599
Date: Feb. 14, 2002
SUPPORT SERVICES AGREEMENT
X. Xxxxxxxx'x representative for administration of this Agreement is:
Xxxxx Xxxxxxx, Subcontracts.
X. Xxxxxxxx'x representative for Engineering design is: Xxx Xxxxxx
(Technical Lead).
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.
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 separately
stated on Seller's invoice. Prices shall not include any taxes,
impositions, charges and exaction for which Buyer has furnished an
exemption certificate.
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SNAP2 Corporation Agreement No. 4500667599
Date: Feb. 14, 2002
SUPPORT SERVICES AGREEMENT
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 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.
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SNAP2 Corporation Agreement No. 4500667599
Date: Feb. 14, 2002
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: /S/ M. Xxxxxx Xxxxxxx By: /S/ Xxxxx Xxxxxxx
--------------------- --------------------
Name: Xxxx Xxxxxxx Name: Xxxxx Xxxxxxx
Title: V.P. Sales Title: Subcontracts
Date: FEB. 25, 2002 Date: FEB. 14, 2002
------------------------------
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. 4500667599
Date: February 14, 2002
Statement of Work
for
eADB ACC OS Software
Project No. 1055A
This Statement of Work (SOW) is governed by the Rockwell Xxxxxxx Support
Services Agreement (SSA) No. 4500667599 executed between the parties dated Feb.
14, 2002. 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 Consultants
("SNAP2" or "Seller") for the eADB ACC OS Software project.
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
ICD Interface Control Document
IFE In-Flight Entertainment
IPT Integrated Product Team
MPCU Micro Passenger Control Unit
PTR Problem Trouble Report
SDF Software Development Folder
SRS Software Requirements Specification
SW Software
SOW Statement of Work
SWAD Software Architecture Document
TES Total Entertainment System
VSS Visual Source Safe
3. Referenced Documents
The following is a list of reference documents to be used for the eADB ACC OS
Software project.
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
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SNAP2 Consultants Agreement No. 4500667599
Date: February 14, 2002
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
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 an 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) eADB ACC OS source code.
b) Build script files and tools to build the executables.
c) Description of the build process.
d) Software detailed design documentation.
e) Interface specification documentation.
f) Software acceptance test plan and documented test results
7. Milestone Schedule
Seller anticipates beginning work on the design and coding tasks of this project
before the completion of Phase 2 of the eADB ACC diagnostics. Once diagnostic
Phase 2 is near completion, Seller expects to have working hardware and an OS-9
console prompt as the basis for beginning work. Assuming this hardware will be
available in quantity 2, Seller expects to complete this project as follows:
Milestone Definitions Start Date Completion Date
---------------------------------------------------------- --------------------------- ----------------------
1. Develop and configure all OS software as specified in Within 5 days of contract 3 weeks from
this SOW. Create test plan and design documents. award milestone start date
---------------------------------------------------------- --------------------------- ----------------------
2. Load and debug the OS-9 software specified in this When diagnostic software 3 weeks from
SOW on the final hardware from Rockwell. Conduct all is sufficiently complete milestone start date
validation and testing and report results. to validate the hardware.
---------------------------------------------------------- --------------------------- ----------------------
Seller and Buyer may modify the delivery schedule and contents during the course
of the project. Modifications may be required to reflect changes necessitated
due to hardware dependencies.
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SNAP2 Consultants Agreement No. 4500667599
Date: February 14, 2002
8. Status Reports and Meetings
Seller will submit reports on a weekly basis to the eADB Technical Lead
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.
Seller shall use Microsoft Project as its project scheduling tool. Seller shall
create a detailed project plan that will specify task dependencies within the
project as well as dependencies on events outside of Seller's control, such as
hardware availability. Using this plan as the primary tool, Seller will be able
to modify task orders and priorities as necessary should changes occur with
regard to hardware availability or functionality. Seller 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 Buyer with weekly
updates to the schedule status.
In addition, the Buyer and Seller shall hold periodic conference call to discuss
any technical or project issues that exist. This regularly scheduled call will
promote good 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 eADB ACC OS Software project deliverables:
a) UltraC Compiler
b) Microsoft Office 97' Compatible word processor
c) Microsoft Visual Source Safe (Provided by RCPS)
11. Third Party Information
All third party information shared with the Seller shall require a NDA between
the Seller and the third party supplier.
12. Resource Dependencies
The successful completion and delivery of the product is dependent on the
hardware and software that Buyer shall supply to the Seller for the XXX Xxxxx 0
& Xxxxx 0 projects.
13. RCPS Loaned Resources
The following RCPS property shall be loaned to the Seller for the duration of
this contract development, to facilitate the development and test of the
product. Note that some of this equipment is or will have been provided to SNAP2
already for the execution of previous eADB development:
|_| Vision ICE hardware probe
|_| 2 eADB units for testing
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SNAP2 Consultants Agreement No. 4500667599
Date: February 14, 2002
14. 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.
15. 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.
16. Key Personnel
Personnel Role
--------- ----
Xxx Xxxx Buyer Distribution IPT Manager
Xxx Xxxxxx Buyer eADB Technical Lead
Xxxxx Xxxxxxx Buyer Subcontracts Manager
Xxx Xxxxxxx Buyer Technical Subcontract Mgr.
Xxxx Xxxxxxx Seller Vice President, Sales
Xxxx Xxxxxxx Seller Project Manager
Xxxx Xxxxxxx Seller Chief Technology Officer
17. Payment
Seller shall invoice Buyer upon acceptance of deliverables at the specified
Milestones. The Program Manager and Software Subcontract Project Engineer shall
approve all invoices prior to payment. 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. Firm Fixed-price contacts can be adjusted, at the approval of
both parties, to account for significant amendments to the original requirements
of a product.
The Firm Fixed-Price for this subcontract shall be $[Confidential Treatment has
been requested for this portion of this Exhibit]. SNAP2 accepts Rockwell
Xxxxxxx' payment terms of 2% 10, net 60 days with the establishment of
Electronic Funds Transfer.
Milestone Payment
--------- -------
1. Develop and configure all OS software as $[Confidential
specified in this SOW. Create test plan and design Treatment has
documents. been
--------------------------------------------------------------------------
2. Load and debug the OS-9 software specified in this requested for
SOW on final hardware from Rockwell. Conduct all
validation and testing and report results. this portion of
--------------------------------------------------------------------------
Total this Exhibit].
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SNAP2 Consultants Agreement No. 4500667599
Date: February 14, 2002
18. 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. Upon
receipt of deliverables, RCPS shall have 5 business days to review and approve
them or notify SNAP2 of deficiencies requiring correction.
19. 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 all software deliverables identified in this
contract.
2. All applicable SOT/SVT test steps employed to verify Seller
developed software shall pass the Sustaining System Engineering
formal testing.
Page 5 of 8
