EXHIBIT 10.13
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.
TECHNICAL SERVICES AGREEMENT
BETWEEN UNISYS CORPORATIONS AND INFORMAX, INC.
SUPPORT THE NATIONAL CENTER FOR BIOTECHNOLOGY INFORMATION (NCBI), A DIVISION OF
THE NATIONAL LIBRARY OF MEDICINE AT THE NATIONAL INSTITUTES OF HEALTH
<PAGE>
TECHNICAL SERVICES AGREEMENT
INDEX
ARTICLE 1 - TERM OF AGREEMENT.................................................1
ARTICLE 2 - STATEMENT OF WORK.................................................1
ARTICLE 3 - PERFORMANCE OF WORK/RISK OF LOSS..................................1
ARTICLE 4 - COMPENSATION/PAYMENT/TAXES........................................2
ARTICLE 5 - RELATIONSHIP OF PARTIES...........................................2
ARTICLE 6 - INTELLECTUAL PROPERTY RIGHTS......................................3
ARTICLE 7 - PROPRIETARY INFORMATION...........................................3
ARTICLE 8 - EXPORT CONTROL OF INFORMATION.....................................4
ARTICLE 9 - INDEMNIFICATION AND NOTICE OF INFRINGEMENT........................4
ARTICLE 10 - CONTRACTOR'S WARRANTIES...........................................5
ARTICLE 11 - SERVICES FOR OTHERS...............................................5
ARTICLE 12 - INSURANCE.........................................................5
ARTICLE 13 - HOLD HARMLESS.....................................................6
ARTICLE 14 - NOTICES/ADMINISTRATION............................................6
ARTICLE 15 - ASSIGNMENT........................................................7
ARTICLE 16 - TERMINATION/CANCELLATION..........................................7
ARTICLE 17 - LIMITATION OF LIABILITY...........................................8
ARTICLE 18 - GENERAL PROVISIONS................................................8
ARTICLE 19 - ADDENDA/ATTACHMENTS...............................................9
ARTICLE 20 - SURVIVAL OF PROVISIONS............................................9
ARTICLE 21 - BUSINESS PRACTICE GUIDELINES......................................9
ARTICLE 22 - ENTIRE AGREEMENT.................................................10
ADDENDUM A - STATEMENT OF WORK...............................................A-1
ADDENDUM B - CONTRACTOR'S PERSONNEL AND RATES................................B-1
ADDENDUM C - DATA RIGHTS.....................................................C-1
ADDENDUM D - BUSINESS PRACTICE GUIDELINES....................................D-1
ADDENDUM E - GSA FLOW-DOWN PROVISIONS........................................E-1
<PAGE>
TECHNICAL SERVICES AGREEMENT
TIME AND MATERIALS
This Agreement is entered into by and between Unisys Corporation (hereinafter
"UNISYS"), a Delaware corporation, with offices at 12010 Sunrise Valley Drive,
Reston, VA 20191 and InforMax, Inc. hereinafter ("CONTRACTOR"), with offices at
6010 Executive Boulevard, Rockville, MD, 20852.
In consideration of the mutual covenants herein contained and intending to be
legally bound by the provisions of this Agreement, the parties agree as follows:
ARTICLE 1 - TERM OF AGREEMENT AND OPTION TO RENEW
The term of this Agreement shall commence on March 23, 2000 and end on March 22,
2001 unless earlier terminated or canceled as provided in Article 16.
Unisys may extend the term of this contract through March 22, 2004 in increments
of not less than one year at the rates specified in the Statement of Work.
Unisys will provide notice of such extension not less than thirty (30) days
before the expiration of the current term of this Agreement,
ARTICLE 2 - STATEMENT OF WORK
During the term of this Agreement CONTRACTOR shall perform the work (hereinafter
"WORK") described in Addendum A, Statement of Work, in accordance with the
schedule set forth therein.
ARTICLE 3 - PERFORMANCE OF WORK/RISK OF LOSS
A. Performance of WORK
1. The WORK shall be performed by the personnel listed in the Statement
of Work Personnel shall not be added to or removed from the WORK by
CONTRACTOR without the prior written consent of UNISYS. UNISYS shall
have the right at any time to require that CONTRACTOR remove personnel
which UNISYS no longer wants performing the WORK.
2. CONTRACTOR shall furnish the deliverables (hereinafter "DELIVERABLES")
listed in Addendum A no later than the date(s) specified therein.
B. Risk of Loss
CONTRACTOR shall have the risk of loss, damage and destruction of all
DELIVERABLES until received by UNISYS.
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*****Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential Treatment has been
requested with respect to the omitted portions.
ARTICLE 4 - COMPENSATION/PAYMENT/TAXES
A. Compensation
1. The total compensation to CONTRACTOR for WORK performed during the
first year of this agreement shall not exceed [*****], plus any
authorized travel and living expenses as specified in Subparagraph A2
of this Article, and any applicable sales and/or use tax as specified
in Paragraph C of this Article. Compensation shall be based upon hours
worked by CONTRACTOR'S personnel at the hourly rates specified in
Addendum B. Travel time shall not be included as hours worked.
2. UNISYS shall reimburse CONTRACTOR for reasonable travel and living
expenses consistent with the policies set forth in the Federal Travel
Regulations, provided that CONTRACTOR has obtained advance written
approval for such travel from UNISYS.
3. UNISYS shall have no obligation under any circumstances to pay
CONTRACTOR any money in excess of the amount specified in Subparagraph
A1 of this Article, or to reimburse CONTRACTOR for any travel and
living expenses in excess of the amount specified in Subparagraph A2
of this Article, unless agreed to in writing by the UNISYS Contract
Administrator identified in Article 14.
B. Payment
The Contractor shall prepare and submit timecards for hours to Unisys and
Unisys shall make payment to the Contractor in accordance with the
procedures in the Statement of Work. Payment for travel, training, and
other authorized expenditures shall be made by Unisys net 14 days following
receipt of a proper invoice.
C. Taxes
1. In performing the WORK as an independent contractor, CONTRACTOR shall
be responsible for the payment of all taxes based on CONTRACTOR'S
gross income and/or net income. Such taxes may include, but are not
limited to, federal, state and local income taxes, U.S. Social
Security tax, federal and state unemployment taxes or any similar
taxes.
2. CONTRACTOR shall separately state and describe in reasonable detail on
CONTRACTOR'S invoices any state and local sales tax or similar tax
(hereinafter "Sales Tax") to which the amounts payable by UNISYS for
CONTRACTOR'S performance of the WORK are subject. In the event that
CONTRACTOR subsequently determines that any invoiced Sales Tax was or
is not actually required to be paid by UNISYS, CONTRACTOR shall
promptly notify UNISYS of such determination and shall promptly refund
such Sales Tax payment to UNISYS if such payment has already been made
by UNISYS to CONTRACTOR.
ARTICLE 5 - RELATIONSHIP OF PARTIES
In performing the WORK, CONTRACTOR is acting as an independent contractor and
not as an employee, agent, or representative of UNISYS. CONTRACTOR has no
authority to
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transact any business in the name of or on account of UNISYS or otherwise
obligate UNISYS in any manner. CONTRACTOR hereby acknowledges, on behalf of
itself and its personnel, that neither CONTRACTOR nor its personnel are entitled
to any of the benefits provided by UNISYS to its active employees, including,
but not limited to medical benefits, pension benefits and group life insurance
benefits.
ARTICLE 6 - INTELLECTUAL PROPERTY RIGHTS
Intellectual Property rights shall be in accordance with NLM(RC)-RIGHTS IN DATA
- SPECIAL WORKS, Attachment C hereto.
ARTICLE 7 - PROPRIETARY INFORMATION
A. Proprietary Information shall include all business and technical
information relating to the WORK which is furnished to CONTRACTOR by UNISYS
and all other information which is either furnished by one party to the
other in tangible form marked as "restricted", "confidential",
"proprietary", or other appropriate legend, or disclosed by one party to
the other in nontangible form with notice of its proprietary nature and
subsequently described in writing delivered to the receiving party within
seven (7 ) days after disclosure by the furnishing party.
B. The WORK and DELIVERABLES are deemed to be Proprietary Informatio of UNISYS
as though they were Proprietary Information furnished by UNISYS to
CONTRACTOR, and shall be so treated by CONTRACTOR and its personnel.
C. Title, or the right to possess Proprietary Information, as between the
parties shall, except as otherwise provided herein, remain in the party
which furnishes it to the other party. No rights are granted by either
party to the other with respect to Proprietary Information except as
expressly stated herein. Neither party shall use or copy any Proprietary
Information of the other party except for the purposes of and to the extent
necessary for performance under this Agreement. Each party shall exercise
reasonable care with respect to Proprietary Information of the other party
to preclude disclosure thereof to any third party and permit disclosure
only to its personnel who are involved in the WORK and have agreed in
writing to be bound consistent with the provisions of this Agreement. Each
party shall have the obligations stated in this Article 7 regarding
Proprietary Information both during and after the expiration, termination
or cancellation of this Agreement and shall be released from such
obligations only as to Proprietary Information which is:
1. at any time in the public domain other than by a breach of this
Agreement on the part of the receiving party;
2. at any time rightfully received from a third party which has the right
and transmits it to the receiving party without any obligation of
confidentiality;
3. independently developed by personnel of the receiving party who have
not had access to Proprietary Information of the other party; or
4. rightfully known to the receiving party without any limitation on use
or disclosure prior to receipt thereof from the furnishing party, as
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substantiated by tangible evidence antedating disclosure by the
furnishing party to the receiving party.
D. Neither party is restricted from disclosing Proprietary Information of the
other party pursuant to a judicial or governmental order, but any such
disclosure shall be made only to the extent so ordered and provided only
that the party receiving an order: (a) timely notifies the other party so
that it may intervene in response to such order, or (b) if timely notice
cannot be given then seeks to obtain a protective order from the court or
government for such information.
E. Each party shall promptly cease using and shall return or destroy (and
certify destruction of) all Proprietary Information furnished by the other
party along with all copies thereof in its possession including copies
stored in any computer memory or storage medium upon the expiration,
termination, or cancellation of this Agreement, whichever first occurs;
provided, however, that UNISYS may retain copies of CONTRACTOR'S materials
for the purpose of the license rights as set forth in Article 6 hereof.
ARTICLE 8 - EXPORT CONTROL OF INFORMATION
CONTRACTOR shall comply with applicable United States laws and regulations which
prohibit the export of technical data that originates in the United States, or
any product directly based on such data, without prior written authorization as
may be required from appropriate agencies of the United States Government. Such
compliance obligates CONTRACTOR not to export UNISYS Proprietary Information or
make it available in the United States to aliens.
ARTICLE 9 - INDEMNIFICATION AND NOTICE OF INFRINGEMENT
A. CONTRACTOR agrees to indemnify and hold harmless UNISYS and its
subsidiaries, affiliates, third parties, and end users from any claim,
liability, damage, or expense (including without limitation, legal
expenses) of whatever kind, for or on account of patent infringement,
copyright infringement, misappropriation of trade secrets, or violation of
other proprietary rights in connection with or relating to the
reproduction, use, or other disposition of any item furnished by CONTRACTOR
and WORK performed by CONTRACTOR under this Agreement. CONTRACTOR agrees to
defend or settle, at its expense, all suits or proceedings arising out of
any of the foregoing, provided that UNISYS has given CONTRACTOR prompt
written notice of all such suits or threats of suit.
In any event, UNISYS at its own expense and through its own counsel, shall
have the right to participate in CONTRACTOR'S defense of any such action.
In the event that CONTRACTOR fails, after notice, to adequately defend or
settle any action which it is obligated to defend or settle under this
Article 9, UNISYS shall have the right of prosecuting and defending such
action or actions and to recover its resultant costs and expenses
(including attorney's fees) from CONTRACTOR and shall further have the
right to charge CONTRACTOR with any and all awards
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of damages and court costs in such action or actions and to collect the
amount of such awards from CONTRACTOR.
If any item is held to be an infringement or misappropriation for which
UNISYS is to be indemnified by CONTRACTOR, and its use is enjoined,
CONTRACTOR shall, at its option and expense, either:
1. procure for UNISYS the right and license to continue to utilize such
item; or
2. replace or modify such item in such a way that it shall not continue
to constitute such infringement.
B. CONTRACTOR shall give UNISYS prompt written notice of any claim by a third
party that WORK performed by CONTRACTOR under this Agreement infringes or
misappropriates intellectual property rights of the third party.
ARTICLE 10 - CONTRACTOR'S WARRANTIES
CONTRACTOR makes the following warranties to UNISYS:
1. CONTRACTOR has expertise in the field covered by this Agreement and shall
commit time and resources to attain the stated goal and complete the WORK.
2. In performing the WORK CONTRACTOR shall not infringe any trade secret,
copyright or patent of any third party.
3. CONTRACTOR shall not divulge or furnish to UNISYS any trade secret or other
proprietary information of any third party which CONTRACTOR does not have
the right to divulge or furnish.
4. This Agreement is not in conflict with any other agreement or obligation
which CONTRACTOR has with any third party.
ARTICLE 11 - SERVICES FOR OTHERS
CONTRACTOR and its personnel assigned to perform WORK shall not engage directly
or indirectly in any undertaking which creates any legal impediment to or
conflicts with rights granted to UNISYS by CONTRACTOR under this Agreement.
CONTRACTOR shall not undertake, during the term of this Agreement, to perform
similar services for any third party which would compromise the value of the
WORK or DELIVERABLES to UNISYS.
ARTICLE 12 - INSURANCE
CONTRACTOR shall maintain Worker's Compensation and Employer's Liability
Insurance upon its employees as required by law. CONTRACTOR shall also maintain
Comprehensive Liability Insurance for all operations necessary and incidental to
the conduct of this Agreement including coverage of all automobile exposure, all
property liability exposure and contractual liability exposure. CONTRACTOR shall
maintain insurance to at least the following minimum amounts:
1. Worker's Compensation with limit of statutory amount;
2. Employer's Liability Insurance with limit of one hundred thousand dollars
($100,000);
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3. Comprehensive Automobile Liability Insurance, with a combined single limit
of one million dollars ($1,000,000) for bodily injury, death or property
damage arising from any one occurrence; and
4. Comprehensive General Liability including Broad Form Contractual and
Completed Operations, with a combined single limit of one million dollars
($1,000,000) for bodily injury, death or property damage arising from any
one occurrence.
Such policies shall name UNISYS as an additional insured and provide that
coverage may not be canceled without ten (10) days prior written notice to
UNISYS. Such insurance shall not be deemed a limitation of any liability of
CONTRACTOR, but CONTRACTOR shall furnish the UNISYS Contract Administrator with
certificates of insurance in a form acceptable to UNISYS and prior to the
furnishing of services under this Agreement.
Such insurance shall be primary, not contributing with, and not in excess of,
coverage which UNISYS may carry. The insurance afforded by these policies
applies separately to each insured against whom claim is made or suit is
brought, in the same manner as such insured would be covered if the policy
insured only such party. The inclusion of such additional insured shall not
increase the policy limits.
ARTICLE 13 - HOLD HARMLESS
Notwithstanding any of the insurance requirements set forth in this Agreement or
limits of liability set forth therein, CONTRACTOR shall indemnify and hold
harmless UNISYS, any third party and their agents, servants, and employees from
and against all claims, damages, losses and expenses with respect to the death,
injury or disability of any persons and damage to or destruction of any property
(including loss of use), arising out of, resulting from or connected in any way
with the performance of this Agreement by CONTRACTOR or CONTRACTOR'S employees,
subcontractors, or their agents, servants and employees. At CONTRACTOR'S
expense, CONTRACTOR shall defend all suits or claims (whether or not false,
fraudulent or groundless) alleging such injury or damage and shall pay all
charges of attorneys, court costs, awards and all other costs and expenses in
connection therewith. This provision shall survive after the expiration or
termination of this Agreement.
ARTICLE 14 - NOTICES/ADMINISTRATION
All notices shall be in writing and shall be sent by certified mail, return
receipt requested, or by wire communications (e.g., telex, twx, or facsimile),
to the respective Contract Administrator, at the addresses noted below, or as
the same may be changed from time to time by notice similarly given:
A. For UNISYS
1. General administration and liaison shall be performed by Felton Jones
(referred to herein as "UNISYS Contract Administrator"), 12010 Sunrise
Valley Drive, Reston, Virginia 20191, or his/her designee or
successor.
2. Technical administration and liaison shall be performed by David
Kelley (referred to herein as "UNISYS Technical Administrator"), 1700
North
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Moore Street, Suite 1025, Arlington, Virginia, 22209, or his/her
designee or successor.
B. For CONTRACTOR
Liaison shall be performed by Kim Durazo or his/her designee or successor,
6010 Executive Boulevard, Rockville, MD 20852.
C. The Unisys Technical Administrator may clarify, explain, provide further
details, handle necessary technical matters, implement technical aspects,
and develop administrative procedures, but shall have no authority to
affect or change any of the terms and conditions of this Agreement. The
exercise of UNISYS rights of termination or cancellation and the exercise
of other general rights of UNISYS are reserved to UNISYS Contract
Administrator.
ARTICLE 15 - ASSIGNMENT
CONTRACTOR shall not assign this Agreement or any rights hereunder or delegate
the WORK or any of CONTRACTOR'S other obligations hereunder to any third party
without prior written consent of UNISYS and any assignment without such consent
shall be void. Any legal representative or successor in interest of CONTRACTOR
shall be bound by the provisions of this Agreement. UNISYS shall have the right
to assign this Agreement and its rights and duties hereunder to any successor in
interest by acquisition, merger, operation of law or otherwise.
ARTICLE 16 - TERMINATION/CANCELLATION
A. Termination for Convenience
UNISYS shall have the right to terminate this Agreement or the WORK to be
performed hereunder, in whole or in part, for its convenience at any time.
Any such termination shall become effective thirty (30) days after
transmittal of written notice of termination by UNISYS, and CONTRACTOR
shall terminate the WORK as quickly as possible upon receiving notice.
UNISYS shall have no liability to CONTRACTOR based on any such termination
except to pay all amounts due CONTRACTOR up to the date of termination in
accordance with the compensation provisions of Article 4. CONTRACTOR shall
promptly deliver to UNISYS all work product, whether or not completed,
which is in CONTRACTOR's possession on the termination date containing
information related to the WORK, including a final report to be prepared by
CONTRACTOR describing results of the WORK up to the date of termination.
B. Cancellation for Nonperformance
1. UNISYS shall have the right to cancel this Agreement in the event of
any material breach by CONTRACTOR which CONTRACTOR fails to cure
within thirty (30) days after written notice of breach from UNISYS. If
CONTRACTOR fails to cure the breach within the thirty (30) day cure
period, cancellation shall become effective immediately upon receipt
by CONTRACTOR of a written cancellation notice from UNISYS. Notice of
cancellation rightfully given by UNISYS for material breach by
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CONTRACTOR which is not timely cured shall excuse UNISYS from paying
for any WORK performed by CONTRACTOR after the date of notice of
material breach given by UNISYS. UNISYS shall have the option upon
cancellation either to obtain delivery and retain title and license
rights, as provided herein, in and to all WORK completed or in
preparation on the date of cancellation in exchange for payments made
and owed as of such date or to relinquish all such title and license
rights and obtain a refund of all amounts paid to CONTRACTOR under
this Agreement.
2. CONTRACTOR shall have the right to cancel this Agreement if UNISYS
fails to cure any deficiency in making any payment due CONTRACTOR,
which is not in good faith dispute between the parties, within thirty
(30) days after receiving written notice of such deficiency.
C. Additional Rights and Remedies
UNISYS and CONTRACTOR shall retain all rights and remedies available at law
or equity, to the extent they are not inconsistent with this Agreement, in
the event of any termination or cancellation of this Agreement.
ARTICLE 17 - LIMITATION OF LIABILITY
EXCEPT AS PROVIDED IN ARTICLE 9, NEITHER PARTY SHALL BE LIABLE FOR ANY
INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT
LIMITED TO, LOST PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
ARTICLE 18 - GENERAL PROVISIONS
A. Federal Regulations and Governing Law
This Agreement represents a subcontract relationship under Prime Contract
No. GS-35F-0343J for the performance of Order No. 467-F2-000985 issued by
the National Institutes to Support National Library of Medicine/National
Center for Biotechnology Information. Except as may be in conflict of the
Prime, this Agreement shall be shall be construed, governed and interpreted
in accordance with the laws, but not the rules relating to the choice of
law, of the Virginia.
B. Captions/Headings
The captions and headings of the Articles, clauses and paragraphs contained
herein have been inserted for the convenience of the parties and shall not
be construed as a part of or modifying any provisions of this Agreement.
C. Waiver
The failure of either party to insist, in any one or more instances, upon
the performance of any of the terms, covenants or conditions of this
Agreement or to exercise any right hereunder, shall not be construed as a
waiver of the future performance of any such term, covenant or condition or
the future exercise of such right.
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D. Severability
If any court should find any particular provision of this Agreement void,
illegal, or unenforceable, then that provision shall be regarded as
stricken from this Agreement and the remainder of this Agreement shall
remain in full force and effect.
E. Publicity
CONTRACTOR shall not, except as may be required by law or federal
regulation, or except with the prior written permission of UNISYS, publicly
advertise this Agreement or disclose its contents.
F. Compliance with Law
The parties shall in the performance of this Agreement comply with all
applicable laws, executive orders, regulations, ordinances, rules
proclamations, demands and requisitions of national governments or of any
state, local or other governmental authority which may now or hereafter
govern performance hereunder including, without limitation, all laws,
executive orders, regulations, ordinances, rules and proclamations
regarding Equal Employment Opportunity, the exporting of technology, and
withholding of income taxes.
ARTICLE 19 - ADDENDA/ATTACHMENTS
All Addenda, attachments and other documents referred to in this Agreement and
all specifications, drawings and documents referenced therein are hereby
incorporated in and made part of this Agreement.
ARTICLE 20 - SURVIVAL OF PROVISIONS
In addition to the rights and obligations which survive as expressly provided
for elsewhere in this Agreement, the Articles and Addenda which by their nature
should survive, shall survive and continue after any termination or cancellation
of this Agreement, and specifically Article 7 shall survive.
ARTICLE 21 - BUSINESS PRACTICE GUIDELINES
CONTRACTOR acknowledges that it has received a copy of UNISYS Business Practice
Guidelines (Addendum D) and has read and shall act in accordance with them.
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ARTICLE 22 - ENTIRE AGREEMENT
This Agreement states the entire agreement between the parties with respect to
the subject matter hereof and shall supersede all previous proposals,
negotiations, representations, commitments, writings, agreements and other
communications, both oral and written, between the parties. This Agreement may
not be released, discharged, changed or modified except by an instrument in
writing signed by a duly authorized representative of each of the parties.
This Agreement has been duly signed by authorized representatives of the parties
and shall become effective as of the latest date set forth below (the "Effective
Date").
(CONTRACTOR) UNISYS CORPORATION
By: /s/ Joseph E. Lehnen By: /s/ Felton Jones
___________________________________ ________________________________
Joseph E. Lehnen Felton Jones
___________________________________ ________________________________
(Printed/typed name) (Printed/typed name)
Title: Chief Financial Officer Title: Manager, Contracts
________________________________ _____________________________
Date: 4/18/00 Date: 4-10-00
________________________________ ____________________________
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TECHNICAL SERVICES AGREEMENT
ADDENDUM A
UNISYS CORPORATION
4/7/2000
STATEMENT OF WORK
INFORMAX, INC.
6010 EXECUTIVE BLVD., 10TH FLOOR
NORTH BETHESDA, MD 20852
TO SUPPORT
THE NATIONAL CENTER FOR BIOTECHNOLOGY INFORMATION (NCB)
A DIVISION OF THE
NATIONAL LIBRARY OF MEDICINE
AT THE
NATIONAL INSTITUTES OF HEALTH (NIH)
UNISYS U.S. FEDERAL GOVERNMENT GROUP
PURCHASE ORDER
ARLINGTON, VIRGINIA
<PAGE>
TABLE OF CONTENTS
SECTION PAGE
--------------------------------------------------------------------------------
1. INTRODUCTION...........................................................2
1.1 PROGRAM PLAN........................................................2
1.2 TECHNICAL INTERCHANGE MEETING.......................................2
1.3 MONTHLY STATUS REPORTS..............................................2
1.4 SOFTWARE DEVELOPMENT PLANNING.......................................2
1.5 SOFTWARE/SYSTEM SUPPORT DOCUMENTATION...............................2
1.6 SOURCE CODE AND SOFTWARE DEVELOPMENT ENVIRONMENT....................2
1.7 CONTRACTOR TEST SUPPORT.............................................2
1.8 CONCEPT VALIDATION..................................................2
2. SUPPORTING INFORMATION.................................................2
2.1 PLACE OF PERFORMANCE................................................2
2.2 PERIOD OF PERFORMANCE...............................................2
2.3 GOVERNMENT FURNISHED PROPERTY.......................................2
2.4 DELIVERABLES........................................................2
3. REPORTING AND INVOICING PROCEDURES.....................................2
4. TRAVEL EXPENSE REIMBURSEMENT...........................................2
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1. INTRODUCTION
This statement of work is created by the Contractor (Unisys) and is directed to
the Subcontractor (InforMax, Inc.).
1.1 PROGRAM PLAN
The Contractor shall provide support in the following areas:
1. Design and develop Web-based search services for new and existing NCBI
databases.
2. Design and develop interfaces and/or links to non-NCBI systems and
databases.
3. Refine existing code to implement new middleware, algorithms, search
engines, etc.
4. Maintain heritage software and databases.
5. Design and develop utility programs to support data entry, database
quality checking, data retrieval, batch processes, and parsing of
foreign data sources.
6. Design and develop software to meet NCBI security requirements.
7. Support the development, maintenance, integration, population, and
access to NCBI biotechnology databases and other textual scientific
databases.
8. Support database conversion.
9. Provide database administration.
1.2 TECHNICAL INTERCHANGE MEETING
Technical Interchange Meetings shall be conducted monthly, or as coordinated
with the NCBI project officer to discuss progress against milestones, technical
issues and support requirements that may arise during the development of
software changes and enhancements.
1.3 MONTHLY STATUS REPORTS
A Monthly Status Report will be prepared each month to describe progress,
technical issues, and financial and contract status.
1.4 SOFTWARE DEVELOPMENT PLANNING
The Contractor shall plan, manage, and execute the development of corrections
and enhancements to existing software, development of new subsystems, components
and databases in accordance with guidelines provided by the NCBI Project
Officer.
1.5 SOFTWARE/SYSTEM SUPPORT DOCUMENTATION
Documentation for projects described in the Program Plan shall be developed in
accordance with industry standards. The contractor shall tailor these standards
to the appropriate level of content and detail to minimize the inclusion of
irrelevant information.
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1.6 SOURCE CODE AND SOFTWARE DEVELOPMENT ENVIRONMENT
The Contractor shall deliver to the NCBI all software source code, software
executable code, and software development environment, to include Computer-Aided
Software Engineering (CASE) Tools, interpreters, compilers, and assemblers, for
all software developed under this contract.
1.7 CONTRACTOR TEST SUPPORT
Test plans and procedures shall be developed for use during the conduct of the
required tests. The Contractor's test shall address the verification of all
software developed as part of this SOW
Regression testing shall be accomplished if the software is changed to ensure no
inadvertent errors are introduced.
All formal tests shall be conducted under the supervision of the NCBI COTR.
1.8 CONCEPT VALIDATION
The Contractor shall validate the design, the applicability and suitability
development tools through the use of test beds. The performance of the test bed
applications and the development tools shall be demonstrated to the NCBI Project
Officer and discussed at the monthly Technical Interchange Meeting.
2. SUPPORTING INFORMATION
2.1 PLACE OF PERFORMANCE
All work will be performed at NCBI facilities on the NIH main campus in
Bethesda, Maryland.
2.2 PERIOD OF PERFORMANCE
The period of performance shall be 03/22/2000 - 03/21/2001. Three additional
options years are contemplated provided the NIH exercises its options to extend
performance on the Prime Contract.
2.3 GOVERNMENT FURNISHED PROPERTY
The NCBI shall provide the workspace, office equipment, PCs, Unix workstations,
server access, network connectivity and development tools required to perform
software design, development and test. The GFE will include the Unix programming
environment, TCP/IP network programming environment, C and C++ development
environments, and development add-ons and such as CGI and FastCGI to support Web
server programming.
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2.4 DELIVERABLES
The following deliverable items will be prepared as required by the NCBI
Officers:
<TABLE>
<CAPTION>
ITEM DELIVERABLE QTY DATE REQUIRED
<S> <C> <C> <C>
1. Software Design Description 1 Per Project
2. Software Design Document (Draft) 1 Per Project
3. Software Design Document (Final) 1 Per Project
4. Technical Interchange Meetings 1 Monthly
5. Monthly Status Reports 1 Monthly
6. Developmental Testing, Plan, Procedures, Reports 1 Per Project
7. Operational Testing, Plans, Procedures, Reports 1 Per Project
8. Source Code/Software Development Environment 1 Per Project
</TABLE>
3. REPORTING AND INVOICING PROCEDURES
The following are procedures for reporting labor hours performed and invoicing:
o Weekly timesheet(s) are a requirement.
o Labor hours are to be reported via standard InforMax timesheet(s). The
standard work week is assumed to be 40.0 hours. Work in excess of 40.0
hours a week will not be invoiced without the consent of the Unisys
Program Manager.
o InforMax will fax the timesheet(s) to Karen Veno at (703) 312-9026, by
0900 each Friday. These timesheets must be signed by the appropriate
subcontractor and approved by their supervisor. Earlier submittal may
be required on special occasions that is, when Friday is a government
holiday.
o Once the InforMax timesheet(s) are entered into the Unisys
Subcontractor Labor system, the autopay system will take approximately
10 days from time of input to payment. InforMax, Inc. should receive a
check for each week of service.
3
<PAGE>
4. TRAVEL EXPENSE REIMBURSEMENT
The following are procedures for reporting labor hours performed and invoicing:
o All travel will be pre-approved by Unisys through electronic mail.
o All travel arrangements will be prepared and processed by InforMax,
Inc. InforMax will invoice Unisys separately for travel expenses with
approval form and all travel expense information and itineraries
attached.
o All travel expenses shall be in compliance with Federal Travel
Regulation (FTR) guidelines and corporate travel policy.
4
<PAGE>
*****Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential Treatment has been
requested with respect to the omitted portions.
TECHNICAL SERVICES AGREEMENT
ADDENDUM B
CONTRACTOR PERSONNEL AND RATES
INFORMAX PURCHASE ORDER
PERIOD OF PERFORMANCE: 03/22/2000 - 03/21/2001
<TABLE>
<CAPTION>
LAST NAME FIRST NAME START DATE RATE HOURS DOLLARS
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
[*****] [*****] 03/22/2000 [*****] [*****] [*****]
[*****] [*****] 03/22/2000 [*****] [*****] [*****]
[*****] [*****] 03/22/2000 [*****] [*****] [*****]
[*****] [*****] 03/22/2000 [*****] [*****] [*****]
[*****] [*****] 03/22/2000 [*****] [*****] [*****]
[*****] [*****] 03/22/2000 [*****] [*****] [*****]
[*****] [*****] 03/22/2000 [*****] [*****] [*****]
[*****] [*****] 03/22/2000 [*****] [*****] [*****]
[*****] [*****] 03/22/2000 [*****] [*****] [*****]
[*****] [*****] 03/22/2000 [*****] [*****] [*****]
[*****] [*****] 03/22/2000 [*****] [*****] [*****]
[*****] [*****] 14/19/2000 [*****] [*****] [*****]
[*****] [*****] 14/19/2000 [*****] [*****] [*****]
[*****] [*****] 14/19/2000 [*****] [*****] [*****]
[*****] [*****] 14/19/2000 [*****] [*****] [*****]
----------------------------------------------------------------------------------
TOTAL [*****] [*****]
==================================================================================
</TABLE>
1
<PAGE>
*****Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential Treatment has been
requested with respect to the omitted portions.
TECHNICAL SERVICES AGREEMENT
ADDENDUM B
CONTRACTOR PERSONNEL AND RATES
INFORMAX PURCHASE ORDER
PERIOD OF PERFORMANCE: 03/22/2001 - 03/21/2002
<TABLE>
<CAPTION>
LAST NAME FIRST NAME START DATE RATE HOURS DOLLARS
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
[*****] [*****] 03/22/2001 [*****] [*****] [*****]
[*****] [*****] 03/22/2001 [*****] [*****] [*****]
[*****] [*****] 03/22/2001 [*****] [*****] [*****]
[*****] [*****] 03/22/2001 [*****] [*****] [*****]
[*****] [*****] 03/22/2001 [*****] [*****] [*****]
[*****] [*****] 03/22/2001 [*****] [*****] [*****]
[*****] [*****] 03/22/2001 [*****] [*****] [*****]
[*****] [*****] 03/22/2001 [*****] [*****] [*****]
[*****] [*****] 03/22/2001 [*****] [*****] [*****]
[*****] [*****] 03/22/2001 [*****] [*****] [*****]
[*****] [*****] 03/22/2001 [*****] [*****] [*****]
[*****] [*****] 03/22/2001 [*****] [*****] [*****]
[*****] [*****] 03/22/2001 [*****] [*****] [*****]
[*****] [*****] 03/22/2001 [*****] [*****] [*****]
[*****] [*****] 03/22/2001 [*****] [*****] [*****]
----------------------------------------------------------------------------------
TOTAL [*****] [*****]
==================================================================================
</TABLE>
2
<PAGE>
*****Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential Treatment has been
requested with respect to the omitted portions.
TECHNICAL SERVICES AGREEMENT
ADDENDUM B
CONTRACTOR PERSONNEL AND RATES
INFORMAX PURCHASE ORDER
PERIOD OF PERFORMANCE: 03/22/2002 - 03/21/2003
<TABLE>
<CAPTION>
LAST NAME FIRST NAME START DATE RATE HOURS DOLLARS
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
[*****] [*****] 03/22/2002 [*****] [*****] [*****]
[*****] [*****] 03/22/2002 [*****] [*****] [*****]
[*****] [*****] 03/22/2002 [*****] [*****] [*****]
[*****] [*****] 03/22/2002 [*****] [*****] [*****]
[*****] [*****] 03/22/2002 [*****] [*****] [*****]
[*****] [*****] 03/22/2002 [*****] [*****] [*****]
[*****] [*****] 03/22/2002 [*****] [*****] [*****]
[*****] [*****] 03/22/2002 [*****] [*****] [*****]
[*****] [*****] 03/22/2002 [*****] [*****] [*****]
[*****] [*****] 03/22/2002 [*****] [*****] [*****]
[*****] [*****] 03/22/2002 [*****] [*****] [*****]
[*****] [*****] 03/22/2002 [*****] [*****] [*****]
[*****] [*****] 03/22/2002 [*****] [*****] [*****]
[*****] [*****] 03/22/2002 [*****] [*****] [*****]
[*****] [*****] 03/22/2002 [*****] [*****] [*****]
----------------------------------------------------------------------------------
TOTAL [*****] [*****]
==================================================================================
</TABLE>
3
<PAGE>
*****Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential Treatment has been
requested with respect to the omitted portions.
TECHNICAL SERVICES AGREEMENT
ADDENDUM B
CONTRACTOR PERSONNEL AND RATES
INFORMAX PURCHASE ORDER
PERIOD OF PERFORMANCE: 03/22/2003 - 03/21/2004
<TABLE>
<CAPTION>
LAST NAME FIRST NAME START DATE RATE HOURS DOLLARS
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
[*****] [*****] 03/22/2003 [*****] [*****] [*****]
[*****] [*****] 03/22/2003 [*****] [*****] [*****]
[*****] [*****] 03/22/2003 [*****] [*****] [*****]
[*****] [*****] 03/22/2003 [*****] [*****] [*****]
[*****] [*****] 03/22/2003 [*****] [*****] [*****]
[*****] [*****] 03/22/2003 [*****] [*****] [*****]
[*****] [*****] 03/22/2003 [*****] [*****] [*****]
[*****] [*****] 03/22/2003 [*****] [*****] [*****]
[*****] [*****] 03/22/2003 [*****] [*****] [*****]
[*****] [*****] 03/22/2003 [*****] [*****] [*****]
[*****] [*****] 03/22/2003 [*****] [*****] [*****]
[*****] [*****] 03/22/2003 [*****] [*****] [*****]
[*****] [*****] 03/22/2003 [*****] [*****] [*****]
[*****] [*****] 03/22/2003 [*****] [*****] [*****]
[*****] [*****] 03/22/2003 [*****] [*****] [*****]
----------------------------------------------------------------------------------
TOTAL [*****] [*****]
==================================================================================
</TABLE>
4
<PAGE>
TECHNICAL SERVICES AGREEMENT
ADDENDUM C
DATA RIGHTS CLAUSE
<PAGE>
NLM(RC)-RIGHTS IN DATA - SPECIAL WORKS (11-30-88)
(a) Definitions
"Data," as used in this clause means recorded information regardless of
form or the medium on which it may be recorded. The term includes technical
data and computer software. The term does not include information
incidental to contract administration, such as financial, administrative,
cost or pricing or management information.
"Unlimited rights," as used in this clause means the right of the
Government to use, disclose, reproduce, prepare derivative works,
distribute copies to the public, and perform publicly and display publicly,
in any manner and for any purpose whatsoever, and to have or permit others
to do so.
(b) Allocation of Rights.
(1) The Government shall have-
(i) (a) Unlimited rights in all data delivered under this
contract except as provided in paragraph (c) of this clause
for copyright. (b) Sole ownership of all data first
produced in the performance of this contract except as
provided in paragraph (c) of this clause for copyright.
(ii) The right to limit exercise of claim to copyright in data
first produced in the performance of this contract, and to
obtain assignment of copyrights in such data, in accordance
with subparagraph (c)(1) of this clause.
(iii) The right to limit the release and use of certain data in
accordance with paragraph (d) of this clause.
(2) The Contractor shall have, to the extent permission is granted in
accordance with subparagraph (c)(1) of this clause, the right to
establish claim to copyright subsisting in data first produced in the
performance of the contract.
(c) Copyright.
(1) Data first produced in the performance of this contract.
(i) The Contractor agrees in perpetuity not to assert,
establish, or authorize others to assert or establish, any
claim to copyright subsisting in any data first produced in
the performance of this contract without prior written
permission of the Contracting Officer. When claim to
copyright is made, the Contractor shall affix the
appropriate copyright notice of 17 U.S.C. 401 or 402 and
acknowledgment of Government sponsorship (including
contract number) to such data when delivered to the
Government, as well as when the data are
1
<PAGE>
published or deposited for registration as published work
in the U.S. Copyright Office. The Contractor grants to the
Government, a paid-up nonexclusive, irrevocable, worldwide
license for all such data to have, use, reproduce,
disclose, or dispose of in any manner and for any purpose
whatsoever, and have or permit others to do so.
(ii) If the Government desires to obtain copyright in data first
produced in the performance of this contract and permission
has not been granted as set forth in subdivision (c)(1)(i)
of this clause, the Contracting Officer may direct the
Contractor to establish, or authorize the establishment of,
claim to copyright in such data and to assign, or obtain
the assignment of, such copyright to the Government or its
designated assignee.
(2) Data not first produced in the performance of this contract. The
Contractor shall not, without prior written permission of the
Contracting Officer, incorporate in data delivered under this
contract any data not first produced in the performance of this
contract and which contain the copyright notice of 17 U.S.C. 401
or 402, unless the Contractor clearly marks and identifies such
data at the time of delivery and grants to the Government, or
acquires on its behalf by the time of delivery, a license of the
same scope as set forth in subparagraph (c)(1) of this clause.
(d) Release and use restrictions. Except as otherwise specifically provided
for in this contract, the Contractor shall not use for purposes other
than the performance of this contract, nor shall the Contractor release,
reproduce, distribute, or publish any data first produced in the
performance of this contract, nor authorize others to do so, without
written permission of the Contracting Officer.
(e) Indemnity. The Contractor shall indemnify the Government and its
officers, agents, and employees acting for the Government against any
liability, including costs and expenses, incurred as the result of the
violation of trade secrets, copyrights, or right of privacy or publicity,
arising out of the creation, delivery, publication, or use of any data
furnished under this contract; or any libelous or other unlawful matter
contained in such data. The provisions of the paragraph do not apply
unless the Government provides notice to the Contractor as soon as
practicable of any claim or suit, affords the Contractor an opportunity
under applicable laws, rules, or regulations to participate in the
defense thereof, and obtains the Contractor's consent to the settlement
of any suit or claim other than as required by final decree of a court of
competent jurisdiction; nor do these provisions apply to material
furnished to the Contractor by the Government and incorporated in data to
which this clause applies.
(f) Nothing contained in this clause shall imply a license to the Government
under any patent or be construed as affecting the scope of any license or
other right otherwise granted to the Government under any patent.
2
<PAGE>
(g) Marking and identification. The contractor shall mark all Subject Data
with the number of this contract and the name and address of the
contractor or subcontractor who generated the data. The contractor shall
not affix any restrictive markings upon any Subject Data, and if such
markings are affixed, the Government shall have the right, at any time,
to modify, remove, obliterate, or ignore any such markings.
(h) Subcontractor data. Whenever any Subject Data is to be obtained from a
subcontractor under this contract, the contractor shall use this same
clause in the Subcontractor, without alteration, and no other clause
shall be used to enlarge or diminish the Government's rights in that
subcontractor Subject Data.
(i) Deferred ordering and delivery of data. The Government shall have
the right to order, at any time during the performance of this
contract, or within 2 years from either acceptance of all items
(other than data), to be delivered under this contract or
termination of this contract, whichever is later, any Subject Data
and any data not called for in the schedule of this contract but
generated in performance of the contract, and the contractor shall
promptly prepare and deliver such data as is ordered. If the
principal investigator is no longer associated with the
contractor, the contractor shall exercise its best efforts to
prepare and deliver such data as is ordered. The Government's
ownership or right to use data delivered pursuant to this
paragraph (i) shall be the same as the rights in Subject Data as
provided in paragraphs (b) and (c) above. The contractor shall be
relieved of the obligation to furnish data pertaining to an item
obtained from a subcontractor upon the expiration of 2 years from
the date it accepts such items. When data, other than Subject
Data, is delivered pursuant to this paragraph (i), payment shall
be made, by equitable adjustment or otherwise, for converging the
data into the prescribed form, reproducing it or preparing it for
delivery.
3
<PAGE>
TECHNICAL SERVICES AGREEMENT
ADDENDUM D
BUSINESS PRACTICE GUIDELINES
A. Business Ethics
CONTRACTOR shall perform the WORK under this Agreement in accordance with
applicable law and high ethical standards. CONTRACTOR, in performing the
WORK, shall not attempt to influence present or prospective customers of
UNISYS in the public or private sector through making or receiving any
payments not otherwise specified in this Agreement or in any other
contractual arrangement between CONTRACTOR or UNISYS and a third party and
shall not maintain slush funds or make political contributions in any
manner which would imply that such illegal payments are made by or on
behalf of UNISYS, including its subsidiaries, affiliates, officers,
directors and employees, or in relation to the WORK. In the event
CONTRACTOR breaches any of these provisions, UNISYS shall have the right to
cancel this Agreement and obtain a full refund of all payments made to
CONTRACTOR hereunder.
B. Political Contributions
No contribution in cash, services, or otherwise shall be made directly or
indirectly by CONTRACTOR or any individual or organization related to
CONTRACTOR on behalf of UNISYS, its subsidiaries, affiliates, officers,
directors or employees, to any political campaign or candidate, whether or
not the contribution could otherwise be lawfully made in the country
concerned. Neither CONTRACTOR nor any individual or organization related
thereto shall be reimbursed, directly or indirectly, by UNISYS, its
subsidiaries, affiliates, officers, directors or employees for any such
contribution to a political campaign or candidate.
Neither CONTRACTOR nor any individual or organization related thereto shall
solicit on behalf of UNISYS, its subsidiaries, affiliates, officers,
directors or employees from any one or more other such directors, officers
or employees any contribution to any political campaign or candidate with a
view toward transmission of the amounts collected to a candidate or
campaign fund as contributions on behalf of CONTRACTOR or UNISYS, its
subsidiaries, affiliates, officers, directors or employees.
Nothing in this statement of UNISYS Business Practice Guidelines is
intended in any way to restrict lawful personal contributions by CONTRACTOR
or any individual or organization related thereto. The intent of this
policy as it relates to political contributions is to prevent the inference
that the contribution is being made by or on behalf of UNISYS, or any
subsidiary, affiliate, officer, director or employee of UNISYS, singly or
as a group.
1
<PAGE>
TECHNICAL SERVICES AGREEMENT
ADDENDUM E
GSA FLOWDOWN PROVISIONS
1
<PAGE>
ADDENDUM E
GENERAL SERVICES ADMINISTRATION
CONTRACT CLAUSES
CONTRACT NO. GS-35F-3314D
SELLER agrees to comply with all applicable Federal, State and local laws,
executive orders, rules and regulations applicable to its performance under this
Agreement. SELLER agrees to comply with the following Federal Acquisition
Regulation clauses, which shall be deemed incorporated by reference:
The following clauses, as amended and modified below, are applicable to
this order/subcontract. Without limiting any other provisions of the
order/subcontract, the clauses are incorporated by reference into this
order/subcontract with the same force and effect as though set forth in full
text. The dates of the clauses incorporated by reference are the same as the
corresponding clause in the prime contract or higher tier subcontract. The
following definitions shall apply to this order/subcontract except as otherwise
specifically provided.
"BUYER" - Means legal entity issuing this Order/Subcontract.
"CONTRACTING OFFICER" - Means Buyer's authorized representative who signed
this Order/Subcontract or is identified elsewhere in this Order/Subcontract
and will mean Contracting Officer, whenever appropriate, where indicated
elsewhere in these terms and conditions.
"CONTRACTOR" - Means Seller.
"SELLER" - means Legal entity which contracts with the Buyer.
"CONTRACT" or "SCHEDULE" - Means this Order/Subcontract.
"SUBCONTRACTOR" - Means Seller's subcontractors.
"GOVERNMENT" - Means Buyer and will mean Government, whenever appropriate,
where indicated elsewhere in these terms and conditions.
<TABLE>
<CAPTION>
CLAUSE TITLE
------ -----
<S> <C>
52.202-1 DEFINITIONS (OCT 1995)
52.203-3 GRATUITIES (APR 1995)
52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT
(JUL 1995)
52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER
ACTIVITY (SEP 1990)
52.203-13 PROCUREMENT INTEGRITY - SERVICE CONTRACTING
(APR 1984)
52.204-2 SECURITY REQUIREMENTS (APR 1984)
52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN
SUBCONTRACTING WITH CONTRACTORS DEBARRED,
SUSPENDED, OR PROPOSED FOR DEBARMENT (JUL 1995)
52.211-15 DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS
(SEP 1990)
52.215-2 AUDIT AND RECORDS - NEGOTIATION (AUG 1996)
52.215-22 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA
(OCT 1995)
52.215-23 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA-
MODIFICATIONS (OCT 1995)
52.215-24 SUBCONTRACTOR COST OR PRICING DATA
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
CLAUSE TITLE
------ -----
<S> <C>
(OCT 1995)
52.215-25 SUBCONTRACTOR COST OR PRICING DATA- MODIFICATIONS
(OCT 1995)
52.215-26 INTEGRITY OF UNIT PRICES (OCT 1995)
52-215-27 TERMINATION OF DEFINED BENEFIT PENSION PLANS
(MAR 1996)
52.215-31 WAIVER OF FACILITIES CAPITAL COST OF MONEY
(SEP 1987)
52.215-33 ORDER OF PRECEDENCE (JAN 1986)
52.215-39 REVERSION OR ADJUSTMENT OF PLANS FOR POST-RETIREMENT
BENEFITS OTHER THAN PENSIONS (OCT 1996)
52.215-40 NOTIFICATION OF OWNERSHIP CHANGES (FEB 1995)
52.216-18 ORDERING (OCT 1995)
52.216-22 INDEFINITE QUANTITY (APR 1984)
52.217-8 OPTION TO EXTEND SERVICES (AUG 1989)
52.219-2 SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL
BUSINESS SUBCONTRACTING PLAN
52.219-8 UTILIZATION OF SMALL, SMALL DISADVANTAGED AND
WOMEN-OWNED SMALL BUSINESS CONCERNS (OCT 1995)
52.219-16 LIQUIDATED DAMAGES - SUBCONTRACTING PLAN (OCT 1995)
52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (APR 1984)
52.222-3 CONVICT LABOR (APR 1984)
52.222-26 EQUAL OPPORTUNITY (APR 1984)
52.222-28 EQUAL OPPORTUNITY PREAWARD CLEARANCE OF SUBCONTRACTS
(OVER $1,000,000)(APR 1984)
52.222-35 AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM
ERA VETERANS (APR 1994)(DEVIATION)
52.222-36 AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS (APR 1984)
52.222-37 EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS AND
VETERANS OF THE VIETNAM ERA (JAN 1988)
52.222-41 SERVICE CONTRACT ACT OF 1965, AS AMENDED (MAY 1989)
52.222-43 FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT ACT -
PRICE ADJUSTMENT (MULTIPLE YEAR AND OPTION
CONTRACTS)(MAY 1989)
52.222-46 EVALUATION OF COMPENSATION FOR PROFESSIONAL EMPLOYEES
(FEB 1993)
52.223-3 HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY
DATA (NOV 1991)
52.224-1 PRIVACY ACT NOTIFICATION (APR 1984)
52.224-2 PRIVACY ACT (APR 1984)
52.225-11 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (MAY 1992)
52.225-14 INCONSISTENCY BETWEEN ENGLISH VERSION AND TRANSLATION
OF CONTRACT (AUG 1989)
52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT
INFRINGEMENT (AUG 1996)
52.227-3 PATENT INDEMNITY (APR 1984)
52.227-14 RIGHTS IN DATA - GENERAL (JUN 1987)
52.227-19 COMMERCIAL COMPUTER SOFTWARE - RESTRICTED
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
CLAUSE TITLE
------ -----
<S> <C>
RIGHTS (JUN 1987)
52.229-1 STATE AND LOCAL TAXES (APR 1984)
52.229-3 FEDERAL, STATE, AND LOCAL TAXES (OVER $100,000)
(JAN 1991)
52.229-5 TAXES - CONTRACTS PERFORMED IN U.S. POSSESSIONS OR
PUERTO RICO (APR 1984)
52.230-2 COST ACCOUNTING STANDARDS (AUG 1992)
52.230-3 DISCLOSURE AND CONSISTENCY OF COST COST ACCOUNTING
PRACTICES (AUG 1993)
52.230-4 CONSISTENCY IN COST ACCOUNTING PRACTICES (AUG 1993)
52.230-6 ADMINISTRATION OF COST ACCOUNTING STANDARDS
(APR 1996)
52.232-1 PAYMENTS (APR 1984)
52.232-11 EXTRAS (APR 1984)
52.232-23 ASSIGNMENT OF CLAIMS (JAN 1986)
52.232-25 PROMPT PAYMENT (MAR 1994)
52.232-28 ELECTRONIC FUNDS TRANSFER PAYMENT METHODS (APR 1989)
52.233-1 DISPUTES (OCT 1995)
52.233-3 PROTEST AFTER AWARD (OCT 1995)
52.237-2 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT AND
VEGETATION (APR 1984)
52.237-3 CONTINUITY OF SERVICES (JAN 1991)
52.239-1 PRIVACY OR SECURITY SAFEGUARDS (AUG 1996)
52.242-13 BANKRUPTCY (OVER $100,000)(JUL 1995)
52.243-1 CHANGES - FIXED PRICE (AUG 1987)
52.244-1 SUBCONTRACTS (FIXED PRICE CONTRACTS)(FEB 1995)
52.244-5 COMPETITION IN SUBCONTRACTING (JAN 1995)
52.246-2 INSPECTION OF SUPPLIES - FIXED PRICE (AUG 1996)
52.246-4 INSPECTION OF SERVICES - FIXED PRICE (AUG 1996)
52.246-16 RESPONSIBILITY FOR SUPPLICES (APR 1984)
52.247-63 PREFERENCE FOR U.S. - FLAG AIR CARRIERS (APR 1984)
52.247-64 PREFERENCE FOR PRIVATELY OWNED U.S. FLAG COMMERCIAL
VESSELS
52.249-2 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT
(FIXED-PRICE)(APR 1984)
52.249-8 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE)(OVER
$100,000)(APR 1984)
</TABLE>
3
