2011-199 Finance - IMMIX Technology for Kronos Automated Time Keeping System

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immixTechnQlagy, lnc. a sut:sidiary of +~ ~nmtxC,rzax~ 24. PRIME CONTRACTOR ORDERING FROM FEDERAL SUPPLY SCHEDULES Prime Contractors (on cost reimbursement contracts) placing orders under Federal Supply Schedules, on behalf of an Ordering Activity, shall follow the terms of the applicable schedule and authorization and include with each order - (a) A copy of the authorization from the Ordering Activity with whom the contractor has the prime contract (unless a copy was previously furnished to the Federal Supply Schedule contractor); and (b) The following statement: This order is placed under written authorization from dated In the event of any inconsistency between the terms and conditions of this order and those of your Federal Supply Schedule contract, the latter will govern. accept a partial shipment, the agency should specify that the order is to ship complete on the Agency Purchase Order. 29. INTEGRATION The Non-Disclosure provisions set forth in Section 9b.(7), the IP Infringement provisions set forth in Section 9b.(9) and the Limitation of Liability provisions set forth in Section 3c. of the Terms and Conditions Applicable to Term Software Licenses (Special Item Number 132-32), Perpetual Software Licenses (Special Item Number 132-33) and Maintenance as a Service (Special Item Number 132-34) of General Purpose Commercial Information Technology Software are hereby incorporated into and made a part of the terms applicable to all SINS. 30. GLOSSARY OF DEFINITIONS a. "Contractor" means immixTechnology, Inc. 25. INSURANCE-WORK ON A GOVERNMENT INSTALLATION (JAN 1997)(FAR 52.228-5) (a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract. (b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective- (1) For such period as the laws of the State in which this contract is to be performed prescribe; or (2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer. (c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the Contracting Officer upon request. 26. SOFTWARE INTEROPERABILITY Offerors are encouraged to identify within their software items any component interfaces that support open standard interoperability. An item's interface may be identified as interoperable on the basis of participation in a Government agency-sponsored program or in an independent organization program. Interfaces may be identified by reference to an interface registered in the component registry located at htto:!/www.core.aov. 27. ADVANCE PAYMENTS A payment under this contract to provide a service or deliver an article for the United States Government may not be more than the value of the service already provided or the article already delivered. Advance or pre-payment is not authorized or allowed under this contract. (31 U.S.C. 3324) 28. PARTIAL SHIPMENTS Contractor will attempt to ship all orders complete, however, this is not always possible. Ordering Activities are advised that partial shipments may occur and Contractor will invoice partial shipments separately. The Ordering Activity must pay for each shipment as invoiced. If the Ordering Activity does not wish to b. "Contractor and its affiliates" and "Contractor or its affiliates" refers to the Contractor, its chief executives, directors, officers, subsidiaries, affiliates, subcontractors at any tier, and consultants and any joint venture involving the Contractor, any entity into or with which the Contractor subsequently merges or affiliates, or any other successor or assignee of the Contractor. c. "Manufacturer" shall mean a manufacturer, supplier or producer of Equipment (as defined below) or a publisher or developer of Software or related Training Materials (as defined below) provided to Contractor through a letter of supply to be licensed or sold to Ordering Activities under this contract. d. "Ordering Activity" shall mean, 1) any entity authorized to use GSA sources of supply and services as set forth in GSA Directive ADM 4800.2E or such later issued version, and 2) any entity acting on behalf of an Ordering Activity pursuant to a properly issued letter of authorization per Section 24 above - "Prime Contractor Ordering From Federal Supply Schedules" under Information for Ordering Activities applicable to All Special Item Numbers. 31. RESPONSIBILITIES OF CONTRACTOR The parties understand and agree that Contractor acts as a reseller of all Equipment, Software, Documentation, and services offered under this contract. With regard to Equipment, Software, and Documentation, Contractor represents that it has the requisite right and authority under its reseller agreements with the Manufacturers to offer the products and grant the rights specified in this contract, and Manufacturers shall have no privity of contract with an Ordering Activity hereunder. With regard to services, while some or all of the services ordered hereunder may be physically performed by Manufacturer, Service Provider, or other third-party personnel (as is specified under applicable SINS) acting under a subcontract or similar arrangement with Contractor, and while the scope and price of such services are defined by the applicable provider's policies (such as Maintenance Services Policies, Electronic Commerce Service Policies, or Wireless Services plans), Contractor remains solely responsible to the Ordering Activity for all such performance. GS-35F-0265X www.immixtechnolooy.corn Page ti