Kabot Systems Terms and Conditions
Contents
1. EFT banking information A The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract B If EFT banking information is not required to be on the invoice in order for the invoice to be a proper invoice the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision contract clause e g 52 232 33 Payment by Electronic Funds Transfer Central Contractor Registration or 52 232 34 Payment by Electronic Funds Transfer Other Than Central Contractor Registration or applicable agency procedures immixTechnology Inc Page 2 February 21 2008 D amp immixtTechnology C EFT banking information is not required if the Government waived the requirement to pay by EFT 2 Invoices will be handled in accordance with the Prompt Payment Act 31 U S C 3903 and Office of Management and Budget OMB prompt payment regulations at 5 CFR Part 1315 h Patent indemnity The Contractor shall indemnify the Government and its officers employees and agents against liability including costs for actual or alleged direct or contributory infringement of or inducement to infringe any United States or foreign patent trademark or copyright arising out of the performance of this contract provided the Contractor is reasonably notified of such claims and proceedings i Payment 1 tems accepted Payment shall be made for i2. addendum to this contract the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the CCR database and for any liability resulting from the Government s reliance on inaccurate or incomplete data To remain registered in the CCR database after the initial registration the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the CCR database to ensure it is current accurate and complete Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document 2 i If a Contractor has legally changed its business name doing business as name or division name whichever is shown on the contract or has transferred the assets used in performing the contract but has not completed the necessary requirements regarding novation and change of name agreements in FAR Subpart 42 12 the Contractor shall provide the responsible Contracting Officer a minimum of one business day s written notification of its intention to A change the name in the CCR database B comply with the requirements of Subpart 42 12 and C agree in writing to the timeline and procedures specified by the responsible Contracting Officer The Contractor must provide with the notification sufficient documentation to s
3. support personnel 2nd Level Support Level 2 Support is defined as telephone software support and or telephonic troubleshooting assistance on PharmaKomply software performed by vendor support personnel with the onsite facility support personnel 3rd Level Support Level 3 Support defined as that support which cannot be done via telephone and or remotely This level requires the services of the vendor onsite 2 6 Compliance with Applicable Laws The facility must comply with all applicable laws regarding use of the SOFTWARE PRODUCT immixTechnology Inc Page 10 February 21 2008 D a immixtechnology KABOT 3 TERMI NATION Without prejudice to any other rights Kabot International Inc may terminate this EULA if the facility fails to comply with the terms and conditions of this EULA In such event the facility must destroy all copies of the SOFTWARE PRODUCT in your possession 4 RESPONSI BLI TIES The following table outlines Customer and Kabot International Inc responsibilities for the product installation Project Manage the Provide project planning Planning implementation activities for SOFTWARE project through to PRODUCT PHARMAKOMPLY completion Designate the Kabot International Inc resources who would Product Manager to _ arrange and schedule coordinate with Facility training sessions designee to arrange training Plan the time slots S SS Ons for training sessions Plan the trai
4. training throughout the year Depending on the length of the event customers will be routed to voicemail If at any point you have questions or concerns regarding support hours or any special closings please contact the support department directly PharmaKomply Technical Support PharmaKomply Technical Support is answered by our Customer Service Representatives They will obtain basic information from you and get a description of the problem so that they can accurately document your call and route it to the appropriate engineer for resolution immixTechnology Inc Page 12 February 21 2008 D amp immixtTechnology KABOT E mail support For people who prefer the use of e mail to converse or ask questions PharmaKomply provides a support e mail address to assist users in obtaining support and guidance The e mail address is support kabotintl com and will be answered same day in most cases All responses will be given within 24 hours FTP Site A FTP site provides a link to download product manuals and software in the event of any loss of CD s The site is password protected and requires your hospital username password to access Contact the support department for username and password information to access the site The following outline explains support policies and the problem resolution process you should follow when solving technical problems Pricing for Support Calls Standard support contracts include non chargeable supp
5. CES DAMAGES JUDGMENTS CLAIMS AND DEMANDS WHATSOEVER IN LAW AND IN EQUITY WHETHER EXISTING ON THE DATE HEREOF OR ARISING HEREAFTER ARISING OUT OF THE SOFTWARE BY OR ON BEHALF OF CLIENT OR ANY OF ITS REPRESENTATIVES EMPLOYEES AGENTS OR ANY PERSON ACTING AT CLIENT S DIRECTION OF USE OF THE SOFTWARE FURTHER CLIENT HEREBY AGREES TO INDEMNIFY DEFEND AND HOLD HARMLESS KABOT INTERNATIONAL INC AND ITS SUCCESSORS ASSIGNS STOCKHOLDERS DIRECTORS OFFICERS EMPLOYEES REPRESENTATIVES AND AGENTS FROM AND AGAINST ANY AND ALL LOSSES LIABILITIES CHARGES CLAIMS LIENS CAUSES OF ACTION DAMAGES DEFICIENCIES JUDGMENTS SETTLEMENTS COST OF INVESTIGATION OR OTHER EXPENSES INCLUDING ATTORNEYS FEES AND DISBURSEMENTS COLLECTIVELY LOSSES WHICH ARE OR IN THE FUTURE MAY BE MADE CLAIMED OR CHARGEABLE AGAINST ALL OR ANY SUCH PERSONS ARISING FROM OR RELATING TO THE BREACH OF CLIENT S COVENANT SET FORTH ABOVE IN THIS SECTION OR THE REUSE BY OR ON BEHALF OF CLIENT OR ANY OF ITS REPRESENTATIVES EMPLOYEES AGENTS OR ANY PERSON ACTING AT CLIENT S DIRECTION OF THE SOFTWARE KABOT INTERNATIONAL INC 1S PROVIDING CLIENT WITH A USER MANUAL THAT CONTAINS DIRECTIONS FOR USE OF THE SOFTWARE CLIENT ACKNOWLEDGES AND UNDERSTANDS THAT THIS SOFTWARE INTENDED AS MEANS TO DOCUMENT THE INSPECTION AND AUDIT PROCESSES CONDUCTED BY THE PHARMACY DEPARTMENT OF THE FACILITY FOR STORAGE OF MEDICATIONS IN THE WARDS OR OTHER PLACES OF THE FACILITY AND KABOT INTERNATIONAL INC
6. D amp immixtTechnology KABOT 52 212 4 Contract Terms and Conditions Commercial I tems As prescribed in 12 301 b 3 insert the following clause Contract Terms and Conditions Commercial Items Feb 2007 a nspection Acceptance The Contractor immixTechnology Inc can only and shall only tender for acceptance those items that substantially conform to the software manufacturer s Kabot International Inc published specifications Therefore items delivered shall be considered accepted upon delivery The Government reserves the right to inspect or test any supplies or services that have been delivered The Government may require repair or replacement of nonconforming supplies or re performance of nonconforming services at no increase in contract price If repair replacement or re performance will not correct the defects or is not possible the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services The Government must exercise its post acceptance rights 1 Within the warranty period as stated under section o of this clause and 2 Before any substantial change occurs in the condition of the item unless the change is due to the defect in the item b Assignment The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank trust company or other financing institution inclu
7. IS NOT RESPONSIBLE FOR THE ERRORS IN TIME OR DATE OF THE INSPECTIONS UPON RECEIPT OF THE KABOT immixTechnology Inc Page 5 February 21 2008 D amp immixtTechnology KABOT INTERNATIONAL INC SYSTEM CLIENT SHALL REVIEW SET UP AND APPROVE THE SYSTEM AND WILL BE SOLELY RESPONSIBLE FOR THE MANAGEMENT OF THE SOFTWARE KABOT INTERNATIONAL INC SHALL NOT BE LIABLE FOR ANY LOSS LIABILITY EXPENSE DAMAGE ARISING OUT OF ANY INACCURACY OMISSIONS USE OR MISUSE OF THE SOFTWARE TOOL IN NO EVENT SHALL KABOT INTERNATIONAL BE LIABLE FOR ANY DAMAGES INCLUDING WITHOUT LIMITATION LOST PROFITS BUSINESS INTERRUPTION OR LOST INFORMATION RISING OUT OF AUTHORIZED USERS USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT EVEN IF KABOT INTERNATIONAL INC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN NO EVENT WILL KABOT INTERNATIONAL INC BE LIABLE FOR LOSS OF DATA OR FOR INDIRECT SPECIAL INCIDENTAL CONSEQUENTIAL INCLUDING LOST PROFIT OR OTHER DAMAGES BASED IN CONTRACT TORT OR OTHERWISE KABOT INTERNATIONAL INC SHALL HAVE NO LIABILITY WITH RESPECT TO THE CONTENT OF THE SOFTWARE PRODUCT OR ANY PART THEREOF INCLUDING BUT NOT LIMITED TO ERRORS OR OMISSIONS CONTAINED THEREIN LIBEL INFRINGEMENTS OF RIGHTS OF PUBLICITY PRIVACY TRADEMARK RIGHTS BUSINESS INTERRUPTION PERSONAL INJURY LOSS OF PRIVACY MORAL RIGHTS OR THE DISCLOSURE OF CONFIDENTIAL INFORMATION q Other compliances The Contractor shall comply with all applicable Fed
8. ding any Federal lending agency in accordance with the Assignment of Claims Act 31 U S C 3727 However when a third party makes payment e g use of the Governmentwide commercial purchase card the Contractor may not assign its rights to receive payment under this contract c Changes Changes in the terms and conditions of this contract may be made only by written agreement of the parties d Disputes This contract is subject to the Contract Disputes Act of 1978 as amended 41 U S C 601 613 Failure of the parties to this contract to reach agreement on any request for equitable adjustment claim appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52 233 1 Disputes which is incorporated herein by reference The Contractor shall proceed diligently with performance of this contract pending final resolution of any dispute arising under the contract e Definitions The clause at FAR 52 202 1 Definitions is incorporated herein by reference immixTechnology Inc Page 1 February 21 2008 D amp immixTechnology 4 KABOT f Excusable delays The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as acts of God or the public enemy acts of the Government in either its sovereign or contractual capacity fires floods epidemic
9. e responsibility for the accuracy or completeness of any information text graphics links or other items contained within the SOFTWARE PRODUCT Kabot International Inc makes no warranties respecting any immixTechnology Inc Page 4 February 21 2008 D amp immixTechnology 4 KABOT harm that may be caused by the transmission of a computer virus worm time bomb logic bomb or other such computer program Kabot International Inc further expressly disclaims any warranty or representation to Authorized Users or to any third party p Limitation of liability After the Parties have executed this Agreement Client s exclusive remedies the facility any and all System related matters shall be as described in this Agreement subject to the limitations set forth in this Section THE FACILITY SHALL BE SOLELY RESPONSIBLE FOR USING THE SOFT WARE AND KABOT INTERNATIONAL INC SHALL NOT BE LIABLE FOR ANY LOSS LIABILITY EXPENSE DAMAGE ARISING OUT OF USE OF THE SOFTWARE IN PERFORMING UNDER THIS AGREEMENT AND FOR OTHER GOOD AND VALUABLE CONSIDERATION RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED HEREBY RELEASES AND DISCHARGES KABOT INTERNATIONAL INC AND ITS HEIRS EXECUTORS ADMINISTRATORS TRUSTEES STOCKHOLDERS DIRECTORS OFFICERS SUCCESSORS REPRESENTATIVES ASSIGNS AND DESIGNEES FROM ALL ACTIONS CAUSES OF ACTION SUITS DEBTS LIABILITIES SUMS OF MONEY REPRESENTATIONS COVENANTS WARRANTIES CONTRACTS CONTROVERSIES AGREEMENTS PROMISES VARIAN
10. eral State and local laws executive orders rules and regulations applicable to its performance under this contract r Compliance with laws unique to Government contracts The Contractor agrees to comply with 31 U S C 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts 18 U S C 431 relating to officials not to benefit 40 U S C 3701 et seg Contract Work Hours and Safety Standards Act 41 U S C 51 58 Anti Kickback Act of 1986 41 U S C 265 and 10 U S C 2409 relating to whistleblower protections 49 U S C 40118 Fly American and 41 U S C 423 relating to procurement integrity s Order of precedence Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order 1 The schedule of supplies services 2 The Assignments Disputes Payments Invoice Other Compliances and Compliance with Laws Unique to Government Contracts paragraphs of this Clause 3 The clause at 52 212 5 4 Addenda to this solicitation or contract including any license agreements for computer software immixTechnology Inc Page 6 February 21 2008 D amp immixtTechnology KABOT 5 Solicitation provisions if this is a solicitation 6 Other paragraphs of this clause 7 The Standard Form 1449 8 Other documents exhibits and attachments 9 The specification t Central Contractor Registration CCR 1 Unless exempted by an
11. inistrator should be chosen by the IT department to resolve any Windows networking or hardware issues Level 2 Support Provided by the PharmaKomply Support Team If Level 1 support is unable to resolve the issue on their own the Level 1 support staff should contact PharmaKomply technical support to assist Listed below are some examples of when the system administrator or super user should contact Level 2 support e A feature does not function as defined in the documentation e A feature functions as defined in the documentation but it produces misleading or grossly incorrect results e An error appears within the application on screen e An error appears in one of the PharmaKomply logs Contacting Level 2 Support The System Administrator should diagnosis the issue and should provide Level 1 support to the end user before requesting Technical Support from PharmaKomply The following list is some of this information you will need when you contact PharmaKomply Technical Support e Customer Number Name Example of the error screen shots are most helpful How the issue was produced Steps that produced error Can the error be reproduced Specific error messages and or event log entries Where the error is occurring Time the error occurred Any other specific details Existing Case ID number if calling on a previously issue A Case ID number for each issue is logged with PharmaKomply Technical Support even if the issue is resolved du
12. items provided to the government are considered Commercial computer software or commercial computer software documentation The following license terms control the acquisition of these items and the Standard End User License Agreement Standard Terms and Conditions attached hereto as Schedule A and incorporated herein by reference constitutes the only rights acquired by the government immixTechnology Inc Page 8 February 21 2008 D amp immixTechnology 4 KABOT SCHEDULE A KABOT I NTERNATI ONAL INC STANDARD END USER LICENSE AGREEMENT WITH MAI NTENANCE SERVICES STANDARD TERMS AND CONDITIONS 1 GRANT OF LI CENSE The SOFTWARE PRODUCT is licensed as follows 1 1 Installation and Use 1 1 1 The client will provide the required Hardware along with required 3rd party proprietary software prior to installation of the PHARMAKOMPLY 1 1 2 Kabot International Inc will install one copy of the SOFTWARE PRODUCTS PHARMAKOMPLY on your hardware on one Server computer for a single Facility 1 1 3 The Server computer must be running a valid licensed copy of Windows 2003 Server Standard Edition and SQL Server 2005 Standard Edition 1 1 4 The SOFTWARE PRODUCTS PHARMAKOMPLY will be used by unlimited number of users within the single Facility that has purchased this Single Site License The facility may transfer the SOFTWARE PRODUCT from one Server computer to another Server computer provided it has bee
13. n completely removed from the Server computer from which it is transferred 1 2 Backup Copies The facility may make copies of the SOFTWARE PRODUCTS for backup and archival purpose only 2 DESCRI PTI ON OF OTHER RIGHTS AND LI MI TATI ONS 2 1 Maintenance of Copyright Notices The facility must not remove or alter any copyright notices on any and all copies of the SOFTWARE PRODUCT 2 2 Distribution The facility will not distribute registered copies of the SOFTWARE PRODUCT to third parties or other VA Facilities immixTechnology Inc Page 9 February 21 2008 D amp immixtTechnology KABOT 2 3 Prohibition on Reverse Engineering Decompilation and Disassembly The facility will not reverse engineer decompile or disassemble the SOFTWARE PRODUCT except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation 2 4 Rental The facility will not rent lease or lend the SOFTWARE PRODUCT to any 3rd party 2 5 Support Services Kabot International Inc will provide the facility with support services related to the SOFTWARE PRODUCT Support Services Any supplemental software code patch update upgrade provided to you as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this EULA 2 5 1 Support Levels 1st Level Support Level 1 Support is defined as being done by the customer s onsite facility
14. ning session in with Kabot s training accordance within arranged team schedules Product Provide Hardware Install and configure test Installation Intel Xeon Dual Core and run the PharmaKomply 2 Ghz 4 GB RAM 160 application on the client s GBx2 Hard Drive server Gigabit Ethernet with preinstalled licensed copy of Windows 2003 Server Standard Edition and SQL Server 2005 Standard Edition Training Provide room in the Provide the services of a Education facility where qualified instructor projector and screen could be used for immixTechnology Inc Page 11 February 21 2008 D amp immixTechnology q showing the product Be available on the Gather the trainees prearranged schedule on time on the prearranged schedule 5 PharmaKomply Customer Support Guide PharmaKomply provides support and services designed to meet the customer s needs This Support Guide outlines the various support options and gives customers information on how to access customer support Support Coverage Hours of operation Standard hours of support are provided for all issues Monday through Friday from 7 00 am to 7 00 pm Eastern Standard Time Kabot International Inc observes the following holidays during the year e New Year s Day Memorial Day Independence Day Labor Day Thanksgiving Day after Thanksgiving Christmas Eve 12 24 Christmas Day 12 25 Kabot International also schedules team meetings and
15. nsportation is f o b destination immixTechnology Inc Page 3 February 21 2008 D amp immixtTechnology KABOT k Taxes The contract price includes all applicable Federal State and local taxes and duties I Termination for the Government s convenience The Government reserves the right to terminate this contract or any part hereof for its sole convenience In the event of such termination the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work Subject to the terms of this contract the Contractor shall be paid in full for items delivered to the government and a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system have resulted from the termination The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose This paragraph does not give the Government any right to audit the Contractor s records The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided m Termination for cause The Government may terminate this contract or any part hereof for cause in the event of any default by the Contractor or if the Contractor fails
16. nto service packs which are available for distribution from our FTP site Notifications will also be sent to the Account Manager for your site regarding these updates You may also contact Support to check on the status of a service pack Service Pack Updates Customers with active support contracts receive PharmaKomply updates in the form of Service Packs free of charge In a rare scenario should a customer require assistance in upgrading its system with on site support such services will be billed to the customer at 1 200 per day plus travel expenses Fixes to released code are supported in the current version and the previous version If you find a problem with the program contact Support and open an issue The individual assigned to the case will help you to determine if the issue can be resolved over the phone or if a programming change is needed If you are on an unsupported version and the problem is determined to be a defect you will be required to upgrade to a supported version when the defect has been corrected immixTechnology Inc Page 15 February 21 2008 D amp immixTechnology KABOT Version Upgrades PharmaKomply software version upgrades involve the participation of our technical implementation team and require the customer to enter into a support contract to perform the upgrade The license for the new software version is free of charge for those clients with active support contracts In a rare scenario should a cust
17. omer require assistance in installing the upgraded version on its system with on site support such services will be billed to the customer at 1 200 per day plus travel expenses If You Have Additional Questions If you still have questions after reading the PharmaKomply Support Guide Kabot International Inc encourages you to contact your sales agent to make sure that you are completely clear on all the information within this packet and how it may affect your facility immixTechnology Inc Page 16 February 21 2008
18. ort phone calls A phone support incident is defined as a request for support received by phone for which a new case number is assigned and remains open until resolved at which time the customer will be notified and the support incident will be deemed closed E mail support is also free to clients with a support contract These are handled in the same manner as standard phone incidents and provide users with alternative options to contact support Support Levels There are three levels of support associated with the system Level 1 Level 2 and Level 3 Level 1 Support is provided by your trained staff members This staff can be from IT IRM Pharmacy or combination Leve 2 Support is provided by the PharmaKomply Technical Support Engineers TSE Leve 3 Support is provided by the PharmaKomply Technical Support Engineer in conjunction with PharmaKomply development staff Their primary role is to fix software defects immixTechnology Inc Page 13 February 21 2008 D amp immixTechnology KABOT Level 1 Support Provided by the customer A member s of your staff should be designated as the provider of Level 1 Support This individual is generally referred to as a Super User He she should possess the appropriate knowledge and skills to perform effectively in that role Their skill set with the system should be above average and they should be used as a resource for resolving user type issues or questions In addition a System Adm
19. ring the initial call This number will assist you in expediting any follow up that might be associated with the case If the case is not resolved keep a record of this number for use in follow up information Please make sure to indicate how you would like the follow up to occur phone fax email etc immixTechnology Inc Page 14 February 21 2008 D amp immixtTechnology KABOT System Responsibility Misuse of the system can result in incorrect data to be saved and viewed Kabot International Inc is not responsible for misuse of the system or the results occurring from improper use of the system and its functionality The system offers a great deal of flexibility and requires that the customer take responsibility for its configuration If the system is used incorrectly Kabot International Inc cannot be held responsible for incorrect data L1 Level 1 support responsibility Responsibilities associated with this level of support include issue validation first line troubleshooting defining details of potential issues and data gathering L2 Level 2 support responsibility Responsibilities associated with this level of support include troubleshooting assistance assistance in log analysis and system configuration Remote support as well as diagnosis of issues is also included Issue Process After an issue is reported it will be assigned a case number As issues that involve software changes are corrected they are grouped i
20. s quarantine restrictions strikes unusually severe weather and delays of common carriers The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay setting forth the full particulars in connection therewith shall remedy such occurrence with all reasonable dispatch and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence g Invoice 1 The Contractor shall submit an original invoice and three copies or electronic invoice if authorized to the address designated in the contract to receive invoices An invoice must include i Name and address of the Contractor ii Invoice date and number iii Contract number contract line item number and if applicable the order number iv Description quantity unit of measure unit price and extended price of the items delivered v Shipping number and date of shipment including the bill of lading number and weight of shipment if shipped on Government bill of lading vi Terms of any discount for prompt payment offered vii Name and address of official to whom payment is to be sent viii Name title and phone number of person to notify in event of defective invoice and ix Taxpayer Identification Number TIN The Contractor shall include its TIN on the invoice only if required elsewhere in this contract x Electronic funds transfer
21. tems accepted by the Government that have been delivered to the delivery destinations set forth in this contract 2 Prompt payment The Government will make payment in accordance with the Prompt Payment Act 31 U S C 3903 and prompt payment regulations at 5 CFR Part 1315 3 Electronic Funds Transfer EFT f the Government makes payment by EFT see 52 212 5 b for the appropriate EFT clause 4 Discount In connection with any discount offered for early payment time shall be computed from the date of the invoice For the purpose of computing the discount earned payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made 5 Overpayments f the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment the Contractor shall immediately notify the Contracting Officer and request instructions for disposition of the overpayment j Risk of loss Unless the contract specifically provides otherwise risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until and shall pass to the Government upon 1 Delivery of the supplies to a carrier if transportation is f o b origin or 2 Delivery of the supplies to the Government at the destination specified in the contract if tra
22. to comply with any contract terms and conditions or fails to provide the Government upon request with adequate assurances of future performance In the event of termination for cause the Government shall not be liable to the Contractor for any amount for supplies or services not accepted and the Contractor shall be liable to the Government for any and all rights and remedies provided by law If it is determined that the Government improperly terminated this contract for default such termination shall be deemed a termination for convenience n Title All title including but not limited to copyrights in and to the SOFTWARE PRODUCT and any copies thereof are owned by Kabot International Inc or its suppliers All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE PRODUCT is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties This EULA grants you no rights to use such content All rights not expressly granted are reserved by Kabot International Inc 0 Warranty Kabot International Inc expressly disclaims any warranty for the SOFTWARE PRODUCT The SOFTWARE PRODUCT is provided As Is without any express or implied warranty of any kind including but not limited to any warranties of merchantability non infringement or fitness of a particular purpose Kabot International does not warrant or assum
23. upport the legally changed name ii If the Contractor fails to comply with the requirements of paragraph t 2 i of this clause or fails to perform the agreement at paragraph t 2 i C of this clause and in the absence of a properly executed novation or change of name agreement the CCR information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the Suspension of Payment paragraph of the electronic funds transfer EFT clause of this contract 3 The Contractor shall not change the name or address for EFT payments or manual payments as appropriate in the CCR record to reflect an assignee for the purpose of assignment of claims see Subpart 32 8 Assignment of Claims Assignees shall be separately registered in the CCR database Information provided to the Contractor s CCR record that indicates payments including those made by EFT to an ultimate recipient other than that Contractor will be immixTechnology Inc Page 7 February 21 2008 D amp immixTechnology 4 considered to be incorrect information within the meaning of the Suspension of payment paragraph of the EFT clause of this contract 4 Offerors and Contractors may obtain information on registration and annual confirmation requirements via the internet at http www ccr gov or by calling 1 888 227 2423 or 269 961 5757 u Licenses Per FAR 12 212 the
Download Pdf Manuals
Related Search