SubcontractAgreement转包条约.doc

Subcontract Agreement转包协议-In consideration of mutual promises, covenants, and agreements herein set forth, the Parties agree that the SELLER shall furnish and deliver to the BUYER all of the supplies, and perform all of the services set forth herein, for the consideration stated therein. The rights and obligations of the Parties to this Agreement shall be subject to and governed by the terms of this Agreement and other documents or specifications attached hereto or Referenced herein.This Agreement shall not be varied in its terms or conditions by any oral Agreement or representation, or otherwise than by an instrument in writing, unless executed by both SELLER and BUYER.The section titles used herein are for convenience only and shall in no way be construed as part of this Subcontract or as an indication of the meaning of the particular section.1. SUPPLIES/SERVICES AND PRICESSELLER shall provide the necessary personnel and facilities to furnish the supplies/services as determined by or specified inindividual Purchase Orders issued to the SELLER by the BUYER. All purchase orders shall be issued pursuant to and in accordance with this Agreement. Prices set forth in this Agreement include taxes, duties, similar charges and include shipping charges. All charges for deliveries to the _________(Placename). Metropolitan Area are included in the item prices. Transportation charges for deliveries outside the _________(Placename)., Metropolitan Area will be negotiated on an individual Purchase Order basis. Unless otherwise provided in writing by the Subcontract Administrator, the costs of the following items or activities shall be unallowable as a direct cost:(1) Special rearrangement or alteration of facilities(2) Purchase or lease of any item of general purpose office furniture, office equipment or FIP equipment regardless of dollar value. (General purpose equipment is defined as any items of personal property which are usable for purposes other than research, such as office equipment and furnishings, pocket calculators, etc.);(3) Travel to attend meetings unless specified in the purchase order issued by the BBB Subcontract Administrator(4) Capitalized nonexpendable equipment (defined as having an acquisition cost of $,_________ or more and a life expectancy of more than two years).(5) Travel Costs unless specified in the specific Purchase Order. When authorized, expenditures for domestic travel (transportation, lodging, subsistence, and incidental expenses) incurred in direct performance of the resultant subcontract shall be subject to the provisions of Section 24 of Public Law 99-234 which amends the Office of Federal Procurement Policy Act to provide that Subcontractor costs for travel, including lodging, other subsistence, and incidental expenses, shall be allowable only to the extent that they do not exceed the amount allowed for federal employees. The Subcontractor, therefore, shall invoice and be reimbursed for all Travel costs in accordance with guidelines published in the Federal Register, V ol. 58, No. 42, Friday _________,_________,_________(M,D,Y).(6) Postage shall be unallowable unless specifically stated in the Purchase Order.(7) If appropriate, any and all Other Direct Costs (ODC’s) shall be specified in the individual Purchase Orders.TRA VEL AND PER DIEM(a) Outside the _________(Placename). Metropolitan Area:Travel by air will be reimbursed at actual not to exceed coach fare. Travel subsistence reimbursement will be authorized under the rates and conditions of the Federal Travel Regulations and if applicable, an Agency’s Department Travel Manual. Per Diem will be reimbursed at actual, not to exceed the Per Diem rates set forth in Federal Property Management Regulations (FPMR) 41 CFR Chapter 101, Chapter 7, GSA Bulletin FPMR A-40 Supplement (in effect at time of travel). Travel of more than 10 hours, but less than 24 hours, when no lodging is required, Per Diem shall be one-half of the Meals and Incidental Expenses (M IE) rate prescribed for the location where the majority of the time is spent performing official business. The Per Diem allowance shall not be allowed when the period of official travel is 10 hours or less during the same calendar day. Travel by privately owned vehicle will be reimbursed at the current GSA approved mileage rate. If the Subcontractor incurs travel costs in excess of the amount show in each Purchase Order, it is at its own expense.(b) Inside the _________(Placename). Metropolitan Area:A Travel will be reimbursed based on the policies stated in paragraph (a) above.B Normal commuting expenses are not allowed.(c) Travel will be reimbursed on a cost basis only. Any burden added to the travel costs will be allowed only as defined in the Subcontractor’s st andard accounting practice or disclosure statement.The prices for the supplies/services to be provided by the SELLER are as follows:CLIN SUPPLIES/SERVICES QTY. UNIT PRICE NET PRICE _________ _________ _________ _________ _________**To be determined on an individual Purchase Order Proposal Basis.**2. PERIOD OF PERFORMANCEThe term of this Agreement shall be from the date of execution through _________,_________,_________(M,D,Y). The Agreement term may be extended four (4) additional twelve-month periods upon the BUYER’s prior written notice of each such twelve-month extension period; provided, however, that this Agreement is not otherwise terminated pursuant to the Termination clause herein.3. PACKAGING LABELING AND SHIPPINGBUYER shall provide SELLER with packaging, labeling and shipping instructions with each purchase order issued pursuant to this Agreement. SELLER agrees to ship products ordered by BUYER in accordance with such instructions.4. INSPECTION AND ACCEPTANCESELLER shall only tender for acceptance those items that conform to the requirements of this Agreement. BBB reserves theright to inspect or test any supplies or services that have been tendered for acceptance. BBB may require repair or replacement of nonconforming supplies or reperformance of nonperforming services at no additional cost. BBB agrees to exercise its post acceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.The BBB approving and accepting authority for inspection and acceptance of CLIN’s will be the Program Manager or his designated representative. The Pro gram Manager’s designated representative will be identified on each individual P.O.issued pursuant to any resulting subcontract agreement.Unless advised otherwise in individual Purchase Orders, inspection and acceptance of all CLIN’s hereunder shall take place at the Government installation site. The installation site location shall be set forth in individual Purchase Orders.5. ASSIGNMENTSELLER may assign it’s rights to be paid amounts due as a result of performance under this contract, to a bank, trust companyor other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727)6. CHANGESChanges in the terms and condition of this Agreement may be made only by written agreement of the parties hereto.7. DISPUTES INVOLVING THE GOVERNMENTThis Agreement is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613). Failure of the parties to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this Agreement shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1 Disputes, which is incorporated herein by reference.SELLER shall proceed diligently with performance of this Agreement, pending final resolution of any dispute arising under this Agreement.Any decision on appeal, or any other decision of the Government under the Prime Contract which cannot be appealed under the Disputes clause of the Prime Contract, if binding on theBUYER shall also bind the SELLER to the extent that it relates to this Agreement, provided the BUYER shall have promptly notified the SELLER of such decision and, if requested by SELLER, shall have brought suit or filed claim, as appropriate against the Government. A final judgment in any such suit or final disposition of such claim shall be conclusive upon the BUYER and the SELLER.For any action brought by the BUYER on behalf of the SELLER pursuant to this clause, the SELLER agrees to indemnify and hold the BUYER harmless from all costs and expenses incurred by the BUYER in prosecuting any such appeal initiated by the BUYER at the Seller’s request. All costs and expenses incurred by the BUYER shall be paid by the SELLER and shall not be reimbursed or compensable as a cost under the Agreement, unless recovered by the BUYER under the Prime Contract or as part of an award of damages to the BUYER based on such a claim.8. BINDING ARBITRATIONAny dispute or controversy between the BUYER and SELLER which concerns only the BUYER and the SELLER or which does not involve a final decision of the Government Contracting Officer, and which cannot be resolved by mutual agreement of the parties hereto, shall be settled by arbitration in accordance with thecommercial rules then in effect of the American Arbitration Association. The place of such arbitration shall be _________(Placename). Each party shall select one arbitrator and the two arbitrators so selected shall select the third arbitrator. The arbitrators shall be knowledgeable in Government procurement matters related to the types of supplies and services provided pursuant to this Agreement. The arbitration decision and award shall be binding on the parties, and judgment thereon may be entered in any court of competent jurisdiction.9. DELAYSSELLER shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the SELLER and without its fault or negligence. SELLER shall notify the BUYER 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 BUYER of the cessation of such occurrence.10. DEFAULTIf either party hereto fails to perform an obligation under this Agreement, the other party, may issue a default termination letter to the party in default of an obligation under this Agreement to cure the default condition. If the default condition is not remedied within ten (10) calendar days from the day of receipt of such letter, the issuer of the default termination letter may the without the necessity of any further notice, discontinue performance and terminate this Agreement for default and pursue any other remedies available at law or in equity. Any failure to exercise rights under this Article shall not constitute a waiver of any past, present or future right or remedy.11. NOTICESAll correspondence or notifications required under this Agreement shall be addressed as follows:BBB CorporationAddress: _________Fax No.: _________Tel: _________Attention:_________AAA, Inc.Address: _________Fax No.: _________Tel: _________Attention:_________12. INVOICES/PAYMENTSSELLER shall submit an original invoice and two (2) copies to: BBB CorporationAddress: _________Fax No.: _________Tel: _________Attention:_________SELLER’s invoice must inclu de:(l) Name and address of the SELLER,(2) Invoice Date(3) Prime Contract Number, contract line item number and purchase order number(4) Description, quantity, unit of measure, unit price and extended price of the items delivered.(5) Shipping number and date of shipment including the bill of lading number and weight of shipment. Shipping charges shall be itemized separately.(6) Terms of any prompt payment discount if offered.(7) Name and address of official to whom payment is to be sent; and(8) Name, title and phone number of person to be notified in event of defective invoice.SELLER shall submit invoices for payment for the Products and Services accepted under this Agreement. Invoices for Products and Services may be submitted after the date of delivery of such Products and/or Services to the F.O.B. destination site. Upon receipt of a proper invoice, BUYER agrees to pay SELLER for accepted Products and Services net forty-five (45) days.13. PATENT INDEMNITYSELLER agrees to indemnify BUYER, the United States Government and their respective 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 performance under this Agreement.14. RISK OF LOSSUnless the Agreement specifically provides otherwise, risk of loss of damage to the supplies provided hereunder shall remain withthe SELLER until, and shall pass to the BUYER upon; (1) delivery of the supplies to a carrier, if transportation is f.o.b. origin; or (2) delivery of the supplies to the BUYER at the destination specified iSubcontractor Work Order Agreement转包协议-AAA, Inc. agrees to provide the services described in the Statement of Work. Following the successful delivery of services, _________ will pay AAA, Inc. in accordance with the following fee schedule and payment terms. This Schedule A shall be subject to the terms and conditions of the Subcontractor Work Order Agreement between _________ and AAA, Inc.1. STATEMENT OF WORK: AAA, Inc. agrees to provide the necessary resources to _________ to test and develop the following five reports, using Sagent Query Tools at _________’s client _________a. Income Statement by Organization and by Contract Type [2 templates]b. Overhead Rate Analysis (actual versus budget) [1 template]c. Revenue Accrual (actual versus budget) [1 template]d. Actual versus Budget by Cost Center (charging and owning)[2 templates: 1 for charging]e. Labor Productivity (dollars and hours) [4 templates: 3 for dollars, 1 for hours]2. FEE SCHEDULE AND PAYMENT TERMS: _________ agrees to pay a fixed price of $,_________ plus reasonable travel and living expenses that may be incurred during the delivery of this engagement. The estimated duration of this effort is expected to be fifteen (15) working days, these fifteen (15) days are a portion of the forty (40) days quoted to _________ directly from AAA, Inc. on Quote 1 (attached) of AAA, Inc. Schedule A for implementation of Sagent Software. Upon _________’s request, fifteen (15) days out of forty (40) were transferred to _________ in order to assist in the timely development of the above referenced reports. This effort is scheduled to begin _________.Any work that may be required outside the scope of the above described services must be in the form of a written request by the Sagent Project Manager and processed as an addendum to thisSchedule A._________ will be billed upon the successful completion of the above described services, and the acceptance of those services by _________. Payment terms are net 30.Subcontractor must submit timecards and any expenses for the previous week’s work on Monday’s, to the _________ Project Manager for review and approval.Within two business days after the end of a billing period, as defined in the Fee Schedule and Payment Terms, the Subcontractor shall submit an invoice to:_________ _________ _________The invoices shall contain the following information:Invoice NumberDate of InvoicePeriod covered by this Invoice - From/To DatesSocial Security Number or Federal Tax Identification NumberReference to the Subcontractor Agreement, Effective DateProject Code number _________ (Please reference as Purchase Order Number) Services performed and amounts duePre-approved travel and/or per diem expenses if authorized in Fee Schedule and Payment TermsCopies of weekly timecards, expense reports and receipts willbe attached。