LOCKHEED ▇▇▇▇▇▇ Purchase Order
------------------------------------------------------------------------------------------------------------------------------------
PO Number: HC6-315069 Orig Date: 10/18/1996 Contract Type: Labor Hour or Time & Material Amend Level: Amend Date:
Supplier: Ship To: Govt Prime Contract:
INTEGRATED SPACE SYSTEMS Lockheed ▇▇▇▇▇▇ Corporation N/A
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇. STE. 202 Dock 5
SAN DIEGO CA 92126 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ 121 ---------------------------
DPAS Rating:
(3) N/A (N)
===========================
Buyer:
-------------------------------------------------------------------------------------------------------- Name: SHIRAMIZO S.
F.O.B. Point: Ship Via: Mail Stop: DC9816
DESTINATION N/A. SERVICE Phone #: (▇▇▇) ▇▇▇-▇▇▇▇
-------------------------------------------------------------------------------------------------------- Fax #: (▇▇▇) ▇▇▇-▇▇▇▇
Terms: Freight Charges: Ext.:
Net 30 Days N/A
------------------------------------------------------------------------------------------------------------------------------------
Administrative Clauses:
35
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Quality Clauses:
------------------------------------------------------------------------------------------------------------------------------------
See these Line Item(s) for Quality Clause Exceptions:
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Special Instructions:
====================================================================================================================================
Attachments (incorporated herein by this specific reference):
Form Number: 24F Revision Date: 0993 Form Description: COST REIMBURSE PROV. PART i I
Form Number: 25 Revision Date: 1295 Form Description: GP-PART II SELF CERT & REP.
Form Number: 253-02 Revision Date: 0996 Form Description: ADMINISTRATIVE CLAUSES
Page: 1 of 5
LOCKHEED ▇▇▇▇▇▇ Purchase Order
------------------------------------------------------------------------------------------------------------------------------------
PO Number: HC6-315069 Orig Date: 10/18/1996 Contract Type: Labor Hour or Time & Material Amend Level: Amend Date:
(continued from the previous page)
Additional Information
EXHIBIT A, STATEMENT OF WORK# 710579 DATED 10/8/96, EXHIBIT B, PATENT &
CONFIDENTIAL INFO AGREEMENT, EXHIBIT C, ADDITIONAL CLAUSES, AND
EXHIBIT D, ISS CONTRACT PROPOSAL ISS-96-006
Page: 2 of 5
LOCKHEED ▇▇▇▇▇▇ Purchase Order
------------------------------------------------------------------------------------------------------------------------------------
PO Number: HC6-315069 Orig Date: 10/18/1996 Contract Type: Labor Hour or Time & Material Amend Level: Amend Date:
Instructions to Contractor
A. Mail the signed acceptance of this Purchase Order to:
Attn: Order Control
Lockheed ▇▇▇▇▇▇, Astronautics
Mail Stop: DC9861
PO Box 179
Denver, CO 80201-0179
B. Mail invoices, in triplicate, containing Purchase Order Number, item numbers, description of items, sizes,
quantities, unit prices, and extended totals to:
Attn: Accounts Payable
Lockheed ▇▇▇▇▇▇, Astronautics
PO Box 31
Denver, CO 80201-0031
NOTE: Invoice each Purchase Order separately. Mark the final invoice "order completed.
C. Mail all correspondence, except the invoices and the acceptance, to the buyer identified herein at:
Lockheed ▇▇▇▇▇▇, Astronautics
PO Box 179
Denver, CO 80201-0179
NOTE: Include in the address the buyer's mail stop as shown on page 1.
D. Prepare the packing list with the line item number, part number, and Purchase Order Number. Include the packing list
with the shipment. Mark the final packing list "order completed". Mark each container to show the number of
containers. Attach the packing list to the number one container. Mark the Purchase Order Number on each container
label.
E. Refer to the individual line items for information about the boxes marked with an asterisk. An asterisk "*" in a
box indicates that there is special information identified with each line item.
F. As used throughout this Purchase Order, the following terms shall have the meaning as follows: "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Technologies, Inc.", "MMTI", "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Astronautics Group", "MMAG", "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Astronautics", ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Corporation", "MMC", "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇", "General Dynamics", "General Dynamics Space Systems Division",
and/or "Lockheed ▇▇▇▇▇▇" shall mean "Lockheed ▇▇▇▇▇▇ Corporation".
Page: 3 of 5
LOCKHEED ▇▇▇▇▇▇ Purchase Order
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PO Number: HC6-315069 Orig Date: 10/18/1996 Contract Type: Labor Hour or Time & Material Amend Level: Amend Date:
Item Quantity UM Item Description and Shipping Schedule Unit Price UM Extended Value
01 1.00 LT rev 1v1 = ==> PROVIDE SENIOR STRUC 200,326.00 LT 200,326.00
ENGINEERING SERVICES (LABOR & TRAVEL) TO PROVIDE SENIOR STRUCTURAL
ANALYSIS SERVICES FOR THE ATLAS IIAR PROGRAM PER ATTACHED STATEMENT OF
WORK #710579 DATED 10/8/96. ENGINEERING RATES FOR 1996 ARE $95.80/HR AND
FOR HOURS WORKED IN 1997 $98.68/HR, WITH TRAVEL TO BE REIMBURSED BASED ON
ACTUALS. PERIOD OF PERFORMANCE: 10/21/96 TO 04/07/97.
LMC TECHNICAL CONTACT IS ▇▇▇▇ ▇▇▇▇▇ (▇▇▇)▇▇▇-▇▇▇▇. SEE ALSO EXHIBIT B,
(PATENT & CONFIDENTIAL INFO AGREEMENT), EXHIBIT C (ADDITIONAL CLAUSES),
AND EXHIBIT D (ISS CONTRACT PROPOSAL ISS-96-006).
1.00 Charge to: 204802-01100-52124-20-00000-3400
Contracted Receipt Date: 1.00 04/07/1997
Additional Attachments:
Form #: 24F Rev Date: 0993 From Desc: COST REIMBURSE PROV. PART i I
PO Total: $200,326.00
***** End of Order *****
CONTRACTOR
Page: 4 of 5
LOCKHEED ▇▇▇▇▇▇ Purchase Order
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PO Number: HC6-315069 Orig Date: 10/18/1996 Contract Type: Labor Hour or Time & Material Amend Level: Amend Date:
INTEGRATED SPACE SYSTEMS ACCEPTANCE
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇. STE. 202 ----------
SAN DIEGO CA 92126 Contractor Copy
This Purchase Order consisting of pages 1 through 5 and line items 1 through 1, constitutes an offer until accepted by
the Contractor. Upon acceptance by the Contractor, the rights and obligations of the parties are subject to and
governed by its terms and conditions, and those general provisions, special provisions, addenda, specifications,
drawings, and any other Purchase Order attachments referenced above.
Sign and mail this acceptance to:
Attn: Order Control
Lockheed ▇▇▇▇▇▇ Corporation
P.O. Box 179 MSL DC9861
Denver, CO 80201-0179
TOTAL PURCHASE ORDER VALUE: $200,326.00
LOCKHEED ▇▇▇▇▇▇ BUYER NAME: SHIRAMIZU S.
====================================================================================================================================
ACCEPTED: FOR INTEGRATED SPACE SYSTEMS INC.
BY: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Lockheed ▇▇▇▇▇▇ Corporation
---------------------------------------
(Signature) by
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
---------------------------------------
(Print your name)
TITLE: President ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
------------------------------------- Director, Material
DATE: 21 Oct 1996
------------------------------------
Page: 5 of 5
PO# HC6-315059
Exhibit A "SOW# 710579"
Statement of Work
-----------------
2.0 Task Description
ISS will provide stress analysis of Single Stage Atlas Fluid system designs on a
level of effort basis. The analysis shall include finite element model
generation, loads analysis and detailed stress evaluation (hand and computer
analysis). Provide written documentation of analyses as directed by Lockheed
▇▇▇▇▇▇ Fluids IPT personnel. Review and approve engineering drawing releases.
ISS personnel working on this project shall be subject to prior approval by
Lockheed ▇▇▇▇▇▇.
2.1 Notice
Any notice, demand, request statement or other writing required or permitted by
any Contract resulting from this proposal shall be deemed to have been given
when personally delivered or mailed by certified or registered United States
Mail, postage prepaid, addressed as follows:
Integrated Space Systems Inc. Lockheed ▇▇▇▇▇▇
Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn.: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
3.0 Period of Performance
The period of performance to accomplish all tasks requested herein shall be from
Oct 7, 1996 through April 7, 1997
4.0 Level of Effort
1996 4th Quarter- Direct Labor- (2) Senior heads with an option for (1)
additional head with 30 days advance notice.
1997 1st Quarter- Direct Labor- (2) Senior heads
EXHIBIT C
---------
Additional Clauses
------------------
PO# HC6-315069
1. CONTRACTOR shall submit invoices in triplicate to:
LOCKHEED ▇▇▇▇▇▇
P0 BOX 31 Accounts Payable
Denver, CO 80201
Invoices shall be numbered, dated, and contain the following
information:
To LOCKHEED ▇▇▇▇▇▇
PO# HC6-315069
For the time period of: _________________________
Hours worked
Hourly rate
Other Direct Costs plus original receipts to support charges
Total amount due
Remit to address
2. It is understood and agreed that proprietary information of LOCKHEED
▇▇▇▇▇▇ (whether or not patentable) of any nature whatsoever,
disclosed to the CONTRACTOR by LOCKHEED ▇▇▇▇▇▇ as a result of this
Contract, shall not in any way or manner be used or disclosed by the
CONTRACTOR to any person, business firm or organization. Furthermore,
CONTRACTOR agrees to have each and every employee assigned to provide
services for LOCKHEED ▇▇▇▇▇▇ under this Contract execute the "Patent
and Confidential Information Agreement for Contract Services"
(Exhibit "B" thereof), and furnish an executed copy of same to
LOCKHEED ▇▇▇▇▇▇'▇ authorized Procurement representative, prior to
commencement of assignment.
3. The personnel listed below are considered to be essential to work
being performed hereunder. Prior to diverting any of the specified
individuals to other programs, the Contractor shall notify the
LOCKHEED ▇▇▇▇▇▇ Contract Administrator reasonably in advance and
shall submit justification (including proposed substitutions) in
sufficient detail to permit evaluation of the impact on the program.
No diversion shall be made by the CONTRACTOR without the written
consent of the LOCKHEED ▇▇▇▇▇▇ Contract Administrator. The personnel
listed may, with the consent of the contracting parties, be amended
from time to time during the course of the Contract to either add or
delete personnel as appropriate. For any changes required to be
approved by LOCKHEED ▇▇▇▇▇▇, the CONTRACTOR will be responsible for
substituting personnel with equal or greater qualifications as
originally approved. The CONTRACTOR agrees that the key personnel
listed below will be utilized in the performance of this Contract to
the extent necessary for full and satisfactory performance of this
Contract.
Key Personnel:
--------------
▇▇▇▇▇▇ ▇▇▇▇▇ SENIOR STRUCTURAL ENGINEER
LOCKHEED ▇▇▇▇▇▇ Request For Quotation
------------------------------------------------------------------------------------------------------------------
RFQ Number Amd. No. RFQ Date Date Reply Due Prime Contract Number
SSS0034919 00 10/08/1996 10/15/1996 (Not Applicable)
Offeror RFQ Reply Address
INTEGRATED SPACE SYSTEMS ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇. STE. 202 PO BOX 179 M/S-ds9816
SAN DIEGO, CA 92126 ATTN: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
DENVER, CO 80201-0179
Ship to Address Buyer
Lockheed ▇▇▇▇▇▇ Corporation SHIRAMIZU S.
Dock ▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ Phone Number FAX Number Mail Stop
Littleton, CO 80127 (▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ DC9816
Administrative Clauses: DOC 253-02 DPAS Rating FOB Point:
35 (Not Applicable) FOB Destination
Quality Assurance Clauses: DOC 253-01 Freight Terms:
(Not Applicable) Prepaid
The following attached documents are incorporated in this RFQ:
Additional Documents:
Form Number: 24F Revision Date: 09/93 Form Description: COST REIMBURSE PROV. PART I
Form Number: 253-02 Revision Date: 09/96 Form description: ADMINISTRATIVE CLAUSES
The following attached documents must be completed by the offeror and returned with this RFQ:
Page: 1 of 5
LOCKHEED ▇▇▇▇▇▇ Request For Quotation
------------------------------------------------------------------------------------------------------------------
Notice to Offeror:
As used throughout this solicitation, the following terms shall have the meaning as follows; "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Technologies, Inc." ,"MMTI, "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Astronautics Group", "MMAG", ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Astronautics", "▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Corporation", "MMC", ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇", "General Dynamics", "General Dynamics Space Systems Division", "LMC
and/or "Lockheed ▇▇▇▇▇▇" shall mean "Lockheed ▇▇▇▇▇▇ Corporation".
Lockheed ▇▇▇▇▇▇ reserves the right to award a contract without discussing the offer.
Lockheed ▇▇▇▇▇▇ is not obligated to pay any costs incurred by the offerer in preparing or submitting the offer.
Lockheed ▇▇▇▇▇▇ intends to award to a responsive and responsible offerer.
The award will be made to the offerer that in Lockheed ▇▇▇▇▇▇'▇ opinion submits the best overall offer.
All prices offered must be firm for 30 days.
The type of anticipated contract is a Labor Hour or Time & Material contract.
Offerers producing products where the country of origin is outside of the U.S. or its territories and possessions
must identify the place of production or performance in the offer.
Offerors providing products with an origin outside the U.S. or its territories and possessions must identify ozone
in depleting chemicals used to manufacture the products.
Offerers providing products containing ozone depleting chemicals must label the products in accordance with federal
law.
Make all contacts relevant to this solicitation with the authorized buyer. Unauthorized contacts are a basis for
disqualification.
Offerers must clearly state acceptance of all General and Special Provisions, or define & justify any exceptions.
Exceptions to General and Special Provisions may make an offer nonresponsive.
Offerers response must comply with all solicitation requirements and enclosures.
Offerers must not disclose any information in the solicitation to anyone who does not need to know.
Offerers may cancel or correct errors in their offers any time prior to award.
If this offer exceeds $100,000 and you are a SDB, HBCU, MI, or WOSB, you may request a debriefing ant this
solicitation.
Offerers must hot disclose to any entity the offers contents submitted in response to this solicitation
under circumstances that indicate the data is all or part of an offer to Lockheed ▇▇▇▇▇▇ without the
buyers authorization. Failure to comply may result in disqualifaction.
Page: 2 of 5
LOCKHEED ▇▇▇▇▇▇ Request For Quotation
------------------------------------------------------------------------------------------------------------------
Instructions to Offerer:
Answer completely each element and item of information requested, explain and justify any omissions. Return the last
page of this solicitation and include the mode of transportation and signature of an authorized person.
Report separately any royalty expense included as a cost element in your offer. If the amount of the royalty expense
exceeds $250.00, furnish the data required by FAR 52.227-6.
Calculate leadtime based on the usual time between receiving an order and delivering to the ship to address.
Provide price, transportation, and payment information and any exceptions. State all prices and conditions.
Additional charges for packing or other items not stated in this solicitation will not be allowed.
Provide the anticipated percent of work to be performed by subtier contractors.
Identify any drawings, data, and data rights that are proprietary.
LMC will not receive or provide propriety information without a PIA form, OF 265.
Quote all nonrecurring costs separately.
Furnish offers to the issuing office on or before the due date by close of business (4:00 P.M. Mountain time).
Offers may be submitted by overnight mail to:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
PO BOX 179 M/S-DS9816
ATTN: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
DENVER, CO 80201-0179
Indicate the most favorable prompt payment discount terms.
Page: 3 of 5
LOCKHEED ▇▇▇▇▇▇ Request For Quotation
----------------------------------------------------------------------------------------------------------------------
Unit Extended Lead
Item Quantity U/M Part Number and Part Description Quantity U/M Price Price Time
1 1 LT ENGINEERING SERVICES ==> ENGINEERING SERVICES
ENGINEERING SERVICES TO SUPPORT ATLAS IIAR
STATEMENT OF WORK # 710579 DATED 10/8/95
(ATTACHED). PLEASE PROVIDE ENGINEERING RATES FOR
SENIOR STRUCTURAL ANALYSIS SERVICES, APPROX.
10/15/96 - 4/15/97. ALSO PROVIDE ESTIMATES FOR
TRAVEL TO LMC/DENVER.
Shipping Schedule:
On Dock: 04/07/1997 Qty: 1
QC Notes: (Not Applicable)
***** End of RFQ *****
Page 4 of 5
LOCKHEED ▇▇▇▇▇▇ Request For Quotation
------------------------------------------------------------------------------------------------------------------
PRICE INFORMATION
Catalog and published price list if available. Enclosed [ ] Not Applicable [ ]
TRANSPORTATION INFORMATION
FOB Point______________________________________ Freight Terms: Prepay [ ] Collect [ ] Prepay & Add [ ]
Total Ship Weight _____________________________
PAYMENT INFORMATION
Terms of Payment ______________________________
EXCEPTIONS
If you do not accept Lockheed ▇▇▇▇▇▇'▇ terms and condition, list exceptions below.
If awarded an order, I agree to furnish the items in this offer at prices and under conditions indicated.
This quote is form for ____________ days. Supplier Quote Number: ____________________
By Title Date
(Print & Sign Your Name)
Page: 5 of 5
HC6-315069
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ EXHIBIT B
PATENT AND CONFIDENTIAL INFORMATION AGREEMENT FOR CONTRACT SERVICES
Individual ▇▇▇ ▇▇▇▇▇
---------------------------------------------------------------------
(Typewritten - Give First Name in Full)
THIS AGREEMENT made between me, the undersigned, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Corporation, hereinafter referred to as the "THE CORPORATION", pursuant to a
contract dated Oct. 21, 1996, between Integrated Space Systems and THE
CORPORATION, agree as follows:
I acknowledge that I am an employee of Integrated Space Systems and that I am
not an employee of THE CORPORATION for any purpose whatsoever and that the
compensation and employee benefits received by me from Integrated Space Systems
by reason of the performance of services for THE CORPORATION shall constitute
the exclusive compensation and employment benefits to which I am entitled.
THE CORPORATION has developed and uses commercially technical and nontechnical
information which is vital to the success of its business. Generally, persons
performing personal services for THE CORPORATION become acquainted with THE
CORPORATION's information and depending upon their assignment may contribute to
such information either through inventions, discoveries, improvements, or
otherwise. It is necessary for THE CORPORATION to protect certain of the
aforesaid information and contributions thereto either by patents or by holding
it confidential.*
In consideration of and as part of the terms of present assignment with THE
CORPORATION, and of the compensation paid during the term of such assignment to
THE CORPORATION, it is hereby agreed as follows:
1. I agree to promptly and fully disclose to THE CORPORATION all inventions,
discoveries, and improvements (whether patentable or not) which have been, or
may be conceived or made by me solely or jointly with others, during the period
of my assignment with THE CORPORATION from the beginning until termination,
which result from or arise out of any work which I may do for or on behalf of
THE CORPORATION. All of such inventions, discoveries, and improvements shall be
the sole and exclusive property of THE CORPORATION, and I hereby assign to THE
CORPORATION all of my rights and interest therein.
2. I agree to execute assignments to THE CORPORATION or to its nominees,
successors, or assigns, of all my rights, title, and interest in and to any and
all such inventions, disclosures, and improvements and in and to any and all
patent applications therefor, and in and to all priority rights as acquired
under the International Convention for Protection of Industrial Property by
filing of such applications, and in and to all patents that may be granted
therefor throughout the world. I also agree, during and subsequent to my
contract services, to sign all lawful papers and to assist THE CORPORATION and
its nominees, successors, or assigns, at its or their request and expense but
without charge, in every lawful way to obtain and sustain such patents in any
and all countries for its and their own benefit.
3. Except as authorized or directed by THE CORPORATION, I shall not at any time
during or subsequent to my assignment, directly or indirectly, disclose any
confidential information of THE CORPORATION or confidential information of
others which has come into THE CORPORATION's possession or into my possession in
the course of my assignment, to any person, firm, or competitor of THE
CORPORATION, or to any others, and I shall not use any such confidential
information for my own personal use or advantage or make it available to others
for use. All information, whether written or not, regarding THE CORPORATION's
business, including, but not limited to that relating to existing and
contemplated products, formulas, compositions. machines. apparatus, systems,
processes, methods, manufacturing procedures, research and development programs,
inventions, discoveries, business plans and procedures, financial data, bid or
proposal information, customers, and sources of supply shall be presumed to be
confidential except to the extent the same shall have been lawfully and without
breach of confidential obligation made available to the general public without
restriction.
4. All records, documents, and other writings, whether copyrightable or not,
relating to or dealing with THE CORPORATION's information as defined above, and
to that of others entrusted to THE CORPORATION, which are prepared or created by
me or which may come into my possession during my assignment, are the property
of THE CORPORATION, and upon termination of my assignment. I agree to leave all
such records, documents, and writings, and all copies thereof with THE
CORPORATION.
5. I agree that THE CORPORATION may make known to others, either during or
subsequent to my employment. the existence of this Agreement and the provisions
of all or any part thereof.
6. This Agreement shall be binding upon my heirs, executors, administrators, or
other legal representatives or assigns and shall be binding upon and inure to
the benefit of THE CORPORATION, its successors, and assigns.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CORPORATION
By /s/ ▇▇▇ ▇▇▇▇▇ 11/11/96
------------------------------------ ---------------------------------
Signature of Company Representative Signature of Contractor ▇▇▇ ▇▇▇▇▇
Date
------------------------------------ ---------------------------------
Position To be written in by Contractor
* The term "Confidential" as used herein does not refer to official security
classification of the United Slates Government. B EXHIBIT______________
HC6-315069
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ EXHIBIT B
PATENT AND CONFIDENTIAL INFORMATION AGREEMENT FOR CONTRACT SERVICES
Individual ▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------------------------------------------------
(Typewritten - Give First Name in Full)
THIS AGREEMENT made between me, the undersigned, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Corporation, hereinafter referred to as the "THE CORPORATION", pursuant to a
contract dated Oct. 21, 1996, between Integrated Space Systems and THE
CORPORATION, agree as follows:
I acknowledge that I am an employee of Integrated Space Systems and that I am
not an employee of THE CORPORATION for any purpose whatsoever and that the
compensation and employee benefits received by me from Integrated Space Systems
by reason of the performance of services for THE CORPORATION shall constitute
the exclusive compensation and employment benefits to which I am entitled.
THE CORPORATION has developed and uses commercially technical and nontechnical
information which is vital to the success of its business. Generally, persons
performing personal services for THE CORPORATION become acquainted with THE
CORPORATION's information and depending upon their assignment may contribute to
such information either through inventions, discoveries, improvements, or
otherwise. It is necessary for THE CORPORATION to protect certain of the
aforesaid information and contributions thereto either by patents or by holding
it confidential.*
In consideration of and as part of the terms of present assignment with THE
CORPORATION, and of the compensation paid during the term of such assignment to
THE CORPORATION, it is hereby agreed as follows:
1. I agree to promptly and fully disclose to THE CORPORATION all inventions,
discoveries, and improvements (whether patentable or not) which have been, or
may be conceived or made by me solely or jointly with others, during the period
of my assignment with THE CORPORATION from the beginning until termination,
which result from or arise out of any work which I may do for or on behalf of
THE CORPORATION. All of such inventions, discoveries, and improvements shall be
the sole and exclusive property of THE CORPORATION, and I hereby assign to THE
CORPORATION all of my rights and interest therein.
2. I agree to execute assignments to THE CORPORATION or to its nominees,
successors, or assigns, of all my rights, title, and interest in and to any and
all such inventions, disclosures, and improvements and in and to any and all
patent applications therefor, and in and to all priority rights as acquired
under the International Convention for Protection of Industrial Property by
filing of such applications, and in and to all patents that may be granted
therefor throughout the world. I also agree, during and subsequent to my
contract services, to sign all lawful papers and to assist THE CORPORATION and
its nominees, successors, or assigns, at its or their request and expense but
without charge, in every lawful way to obtain and sustain such patents in any
and all countries for its and their own benefit.
3. Except as authorized or directed by THE CORPORATION, I shall not at any time
during or subsequent to my assignment, directly or indirectly, disclose any
confidential information of THE CORPORATION or confidential information of
others which has come into THE CORPORATION's possession or into my possession in
the course of my assignment, to any person, firm, or competitor of THE
CORPORATION, or to any others, and I shall not use any such confidential
information for my own personal use or advantage or make it available to others
for use. All information, whether written or not, regarding THE CORPORATION's
business, including, but not limited to that relating to existing and
contemplated products, formulas, compositions. machines. apparatus, systems,
processes, methods, manufacturing procedures, research and development programs,
inventions, discoveries, business plans and procedures, financial data, bid or
proposal information, customers, and sources of supply shall be presumed to be
confidential except to the extent the same shall have been lawfully and without
breach of confidential obligation made available to the general public without
restriction.
4. All records, documents, and other writings, whether copyrightable or not,
relating to or dealing with THE CORPORATION's information as defined above, and
to that of others entrusted to THE CORPORATION, which are prepared or created by
me or which may come into my possession during my assignment, are the property
of THE CORPORATION, and upon termination of my assignment. I agree to leave all
such records, documents, and writings, and all copies thereof with THE
CORPORATION.
5. I agree that THE CORPORATION may make known to others, either during or
subsequent to my employment. the existence of this Agreement and the provisions
of all or any part thereof.
6. This Agreement shall be binding upon my heirs, executors, administrators, or
other legal representatives or assigns and shall be binding upon and inure to
the benefit of THE CORPORATION, its successors, and assigns.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CORPORATION
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------ ----------------------------------
Signature of Company Representative Signature of Contractor ▇▇▇▇ ▇▇▇▇▇
Date 10/21/96
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Position To be written in by Contractor
* The term "Confidential" as used herein does not refer to official security
classification of the United Slates Government. B EXHIBIT______________
LOCKHEED ▇▇▇▇▇▇ Representations and Certifications
CERTIFICATION REGARDING DEBARMENT, SUSPENSION,
PROPOSED DEBARMENT, AND OTHER RESPONSIBILITY
MATTERS (MAY 1989)
(a)(l) The Offeror certifies, to the best of its knowledge and belief, that--
(i) The Offeror and/or any of its Principals--
(A) Are ( ) are not (X) presently debarred, suspended, proposed for
debarment, or declared ineligible for the award of contracts by any
Federal agency;
(B) Have ( ) have not (X) within a three-year period preceding this offer,
been convicted of or had a civil judgment rendered against them for
commission of fraud or a criminal offense in connection with obtaining,
attempting to obtain, or performing a public (Federal, date, or local)
contract or subcontract; violation of Federal or state antitrust
statutes relating to the submission of offers; or commission of
embezzlement, theft, forgery, bribery, falsification or destruction of
records, making false statements, or receiving stolen property; and
(C) Are ( ) are not (X) presently indicted for, or otherwise criminally or
civilly charged by a governmental entity with commission of any of the
offenses enumerated in subdivision(a)(l)(i)(B) of this provision.
(ii) The Offeror has ( ) has not (X), within a three-year period preceding
this offer, had one or more contracts terminated for default by any
Federal agency.
(2) "Principals," for the purposes of this certification, means officers;
directors; owners; partners; and, persons having primary management or
supervisory responsibilities within a business entity (e.g., general
manager; plant manager, head of a subsidiary, division, or business
segment end similar positions).
This certification concerns a matter within the jurisdiction of any
agency of the United States and the making of a false, fictitious, or
fraudulent certification may render the maker subject to prosecution
under section 1001, title 18, United States Code.
(b) The Offeror shall provide immediate written notice to the Contracting
Officer if, at any time prior to contract award, Offeror learns that
its certification was erroneous when submitted or has become erroneous
by reason of changed circumstances.
(c) A certification that any of the items in paragraph (a) of this
provision exists will not necessarily result in withholding of an award
under this solicitation. However, the certification will be considered
in connection with a determination of the Offerer's responsibility.
Failure of the Offeror to furnish a certification or provide the
additional information as requested by the Contracting Officer may
render the Offeror nonresponsible.
(d) Nothing contained in the foregoing shall be construed to require
establishment of a system of records in order to render, in good faith,
the certification required by paragraph (a) of this provision. The
knowledge and information of an offeror is not required to exceed that
which is normally possessed by a prudent person in the ordinary course
of business dealings.
(e) The certification in paragraph (a) of this provision is a material
representation of fact upon which reliance was placed when making
award. If it is later determined that the Offerer knowingly rendered an
erroneous certification, in addition to the other remedies available to
the Government, the Contacting Officer may terminate the Contract
resulting from this solicitation for default.
INTEGRATED SPACE SYSTEMS INC. SSS0034919
--------------------------------- -------------------------------
Company Name Solicitation Number
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Signature
President 18 October 1996
--------------------------------- -------------------------------
Title Date
RFQ# SSS0034919
SOW# 710573 10/8/96
Statement of Work
-----------------
2.0 Task Description
ISS will provide stress analysis of Single Stage Atlas Fluid system designs on a
level of effort basis. The analysis shall include finite element model
generation, loads analysis and detailed stress evaluation (hand and computer
analysis). Provide written documentation of analyses as directed by Lockheed
▇▇▇▇▇▇ Fluids IPT personnel. Review and approve engineering drawing releases.
ISS personnel working on this project shall be subject to prior approval by
Lockheed ▇▇▇▇▇▇.
2.1 Notice
Any notice, demand, request statement or other writing required or permitted by
any Contract resulting from this proposal shall be deemed to have been given
when personally delivered or mailed by certified or registered United States
Mail, postage prepaid, addressed as follows:
Integrated Space Systems Inc. Lockheed ▇▇▇▇▇▇
Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn.: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
3.0 Period of Performance
The period of performance to accomplish all tasks requested herein shall be from
Oct 7, 1996 through April 7, 1997
4.0 Level of Effort
1996 4th Quarter- Direct Labor- (2) Senior heads with an option for (1)
additional head with 30 days advance notice.
1997 1st Quarter- Direct Labor- (2) Senior heads