**1. DEFINITIONS**

The following terms as used throughout this Order shall have the
meanings set forth below:

\(a\) \"CSC\" or \"Buyer\" means Computer Sciences Corporation.

\(b\) \"Seller\" or \"Contractor\" means the individual, corpora­tion, or
association contracting to furnish the items or services described in
this Order.

\(c\) \"Contract\", \"Subcontract\", \"Purchase Order\", \"Agree­ment\",
and \"Order\" (whether capitalized or not) are used interchange­ably and
refer to this procurement.

**2. APPLICABLE LAW**

The validity, construction, and interpretation of this Order, and the
rights and duties of the parties to this transaction, shall be governed
by the laws of the state from which the Order emanated (see letterhead
of the Order). The invalidity of one Order provision shall not affect
the validity of any other provision.

**3. COMPLIANCE WITH LAWS**

Seller warrants compliance with all applicable Govern­ment laws,
executive orders, rules, and regulations regarding the production, sale,
and delivery of the supplies and services specified and hereby
indemnifies Buyer against any loss or liability due to Seller\'s
violations or noncompliance with such laws, executive orders, rules, and
regula­tions.

**4. WARRANTY.** (a) Seller warrants that all delivered supplies will be
of good workmanship, free from defects, and in conformance with
specifications (including without limitation information on functional
performance, material content, size, appearance, response times, etc.)
referenced in this order, or, if none are referenced, those current as
of the date of the order and available to the general public
(collectively "of good quality") for one year from the date of
acceptance, unless otherwise specified on the Purchase Order, regardless
of the delay between delivery and acceptance. Seller shall, upon
notification by buyer within the warranty period, repair or replace with
corrected supplies at seller's sole expense any supplies not "of good
quality." Replaced or repaired supplies shall be subject to this same
warranty from the date of their acceptance. If buyer requires repair or
replacement of supplies which are "of good quality," and such repair or
replacement is not otherwise provided for under this order or a
maintenance agreement, buyer shall reimburse seller for its reasonable
costs of repairing or replacing the supplies. If seller does not
promptly repair or replace supplies when required, buyer may have the
supplies replaced or repaired and seller shall reimburse buyer for all
reasonable expenses incurred thereby. Satisfaction of this warranty
excludes indirect and consequential damages to buyer as a result of any
lack "of good quality."

b.  **Year 2000 Warranty**

If the functions of \[Vendor\]'s program or equipment product supplied
hereunder include or provide for the entry, manipulation, storage, or
presentation of dates or date-related data, or otherwise employ or
reference date data incident to the product's operation or function,
then Vendor warrants all of the following:

\(a\) The product supports operation in a continuous date range
(hereinafter the "Product Date Range") designated by \[Vendor\], which
range extends from before to after January 1, 2000, and which otherwise
encompasses a time period and is of a duration reasonably suitable to
the uses for which the product is intended;

\(b\) Using any date or sets of dates within the Product Date Range, the
product will:

\(i\) Function normally, without premature program termination or other
impairment or degradation of functions or performance, and without need
for special processing or manual intervention, and

\(ii\) Produce expected results (including correct leap year
calculations) in doing arithmetic, comparison, sorting, day-of-week,
day-of-year, and other date-related manipulations.

\(c\) The product either uses four-digit year numbers for all date input
and display functions or, if two-digit or other truncated year
representations are used, then the product employs adequate and suitable
means to guard against user date entry errors and errors in
interpretation of date data owing to ambiguity of the inferred century.

Notwithstanding anything to the contrary contained herein, the above
warranty shall extend for as long as \[Vendor\]'s product is in use by
\[CSC\], and \[CSC\]'s remedies shall include, but shall not be limited
to, the prompt correction by \[Vendor\] of out-of-warranty conditions
or, at \[Vendor\]'s option, prompt replacement with a conforming product
of equal quality and functionality, in either case at no cost to
\[CSC\].

# Limited Permission for Year 2000 Testing

\[CSC\] shall have the right to duplicate onto a separate computer (or
logical partition within the same computer) and thereafter to
temporarily operate the \[Licensed Software\] in a non-production mode
in various hardware and system software configurations for the sole and
limited purpose of testing the \[Licensed Software\]'s Year 2000
functional capability.

5.  **PRICE.** The price of the supplies includes all applicable
    federal, state, and local taxes, duties, and fees, unless otherwise
    provided in this order. Seller warrants that the prices, terms,
    warranties, and benefits contained in this order are comparable to
    or better than those offered to any other of seller's customers.
    Buyer shall receive the benefit prospectively or retrospectively if
    seller offers any item or service included in this order to any
    other customer at a lower price, more favorable terms, more
    favorable warranties, or more favorable benefits up to one year
    after completion of this order.

**6. CERTIFICATION OF INDEPENDENT PRICE DETERMINATION**

In connection with this procurement, Seller certifies that the proposed
prices were reached indepen­dent­ly, without consultation, communication,
or agree­ment with any others for restricting competi­tion, and that the
prices quoted have not been nor will be knowingly disclosed, directly or
indirectly, by Seller, to any other Offeror or competitor.

**7. INDEMNIFICATION.** Seller shall pay all required royalties and
license fees. Seller shall indemnify and hold buyer, buyer's customers,
and those for whom buyer may act as agent harmless with respect to any
Loss insofar as such Loss (or actions in respect thereof) arises out of
or is based on: (i) any breach of any of the representations,
warranties, or agreements made by seller in this order; (ii) any claim
of infringement (including but not limited to patent, trademark,
copyright, or trade secret) by a person or business entity as to any of
the products, materials, or services provided by seller to buyer
pursuant to this order; (iii) any false claims submitted by seller under
this order; (iv) any results of seller's misrepresentation of fact or
fraud under appeals or suits made or instituted by buyer or seller; (v)
any bodily injury, including death and/or damage to property, caused by
any product, material, or service supplied by seller; (vi) any negligent
act or omission by seller or its employees or agents in connection with
this order; (vii) any bodily injuries including death or damage to
property caused by the condition of any premises, equipment, or other
property being used, delivered, or operated by any of seller's
employees, agents, or subcontractors in connection with this order;
(viii) any intended use of products or materials provided by seller;
(ix) any defective products or materials provided by seller, including
without limitation the use or disposal of hazardous and/or toxic
materials, such materials to include at minimum all materials recognized
by the Environmental Protection Agency as hazardous; (x) any breach by
seller of any express or implied warranties; (xi) any negligent acts or
omissions of any of seller's employees, agents, or subcontractors

**8. DISCLOSURES - CONFIDENTIAL RELATION­SHIP**

No information or knowledge in and of this con­tract, heretofore or
hereinafter disclosed by Seller to Buyer, shall be deemed confidential
or proprietary unless expressly written otherwise. Any such unpatented
information or knowledge shall be disclosed free of any restrictions as
part of all consideration for this contract. Seller agrees not to assert
any claim against Buyer by reason of Buyer\'s use, or alleged use
thereof. Seller agrees to treat as strictly confidential all
specifications, drawings, blueprints, nomenclature, samples, models, and
all other material supplied by Buyer. Seller shall not in any manner
advertise, publish, or release for publi­cation any statement mentioning
Buyer or the fact that Seller has furnished or contracted to furnish the
supplies or services required by this Order. Seller shall not disclose
any information whatsoev­er relating to this Order to any person who does
not have a need-to-know.

**9. INSPECTION AND ACCEPTANCE OF THE SUPPLIES.** If the supplies or the
tender of delivery fail in any respect to conform to this Purchase
Order, buyer may accept or reject the whole or any unit thereof. Buyer
may reject supplies within a reasonable time (not less than thirty
business days) after delivery or tender. Acceptance occurs after buyer
signifies to seller that it has accepted the supplies. Acceptance does
not of itself impair any other legal or equitable remedy for
non‑conformity. Acceptance may be revoked if it was made with the
reasonable assumption that any non‑conformity would be cured, the
non‑conformity was difficult to discover before acceptance, or is
otherwise permitted by law or equity. Revocation of acceptance is
equivalent to rejection. Upon rejection the buyer may, at its option,
and in addition to any other available recourse, return at seller's cost
the supplies (a) for a complete credit, (b) repair and return at no
increase in price and on buyer's schedule, or (c) an exchange on buyer's
schedule.

**10. REMEDIES FOR DEFECTS.** If any of the supplies are found at any
time prior to acceptance to be defective in material or workmanship, or
otherwise not in conformity with the requirements of this order, buyer
(in addition to any other rights which it may have under warranties or
otherwise) may at its option (1) correct or have corrected the
nonconformity at seller's expense, or (2) reject and return such
supplies or other deliverable items at seller's expense, such supplies
or other deliverable items not to be replaced without suitable written
authorization from buyer. If seller fails promptly to remove such
supplies or lots of supplies that are required to be removed, or
promptly to replace or correct such supplies or lots of supplies, buyer
either (1) may by contract or otherwise replace or correct such supplies
and charge to seller the cost occasioned to buyer thereby, or (2) may
terminate this contract for default; and in either event may charge
seller the costs of damages occasioned to buyer thereby. Unless seller
corrects or replaces such supplies within the delivery schedule, buyer
may require the delivery of such supplies at a reduction in price that
is equitable under the circumstances. To defray the cost of shipping and
handling, a service charge on rejected items will be billed to seller.

**11. CHANGES.** Buyer shall have the right to make changes in this
order provided the changes are the kind that seller makes for other
buyers. If any such change affects delivery or amount to be paid by
buyer, seller shall notify buyer immediately. Any claim for adjustment
shall be submitted within 30 days from date of receipt by seller of
notification of change. No additional charge will be allowed unless
authorized by buyer in writing. Any change in this order shall be
authorized only by a Change Order hereto duly executed by the buyer.

**12. DEFAULT.** Seller is in default upon the occurrence of any one or
more of the following: (1) seller fails to make delivery of supplies or
fails to perform the services within the time specified in this order;
(2) seller fails to perform in accordance with the provisions of this
order; or (3) seller so fails to make progress as to endanger
performance of this order in accordance with its terms. In these cases,
buyer may, at its option and only in writing, provide a period within
which seller may cure its default prior to buyer's terminating the order
for default.

**13.** **REMEDIES FOR DEFAULT.** Buyer, by written notice to seller,
may terminate this order, in whole or in part, if seller is in default.
Upon such termination, buyer may procure, upon such terms as it shall
deem appropriate, supplies similar to those so terminated, in which case
seller shall continue performance of this order to the extent not
terminated and shall be liable to buyer for any excess cost for such
similar supplies. As an alternate remedy, and in lieu of termination for
default, buyer, at its sole discretion, may elect (1) to extend the
contract delivery schedule, and/or (2) to waive other deficiencies in
seller's performance, in which case an equitable reduction in the
Purchase Order price shall be negotiated. If the failure to perform is
caused by the default of a subcontractor at any tier and if such default
arises out of causes beyond the control of both seller and subcontractor
and without the fault or negligence of either of them, seller shall not
be liable for any excess costs for the failure to perform, unless the
supplies or services to be furnished by subcontractor were obtainable
from other sources in sufficient time to permit seller to meet the
required delivery schedule. The rights and remedies of the buyer
provided in this clause shall not be exclusive and are in addition to
any other rights and remedies provided by this order or by law or
equity. Failure of buyer to insist on strict performance shall not
constitute a waiver of any of the provisions of this order or waiver of
any other default of seller.

**14.** **STOP-WORK ORDER.** Buyer may, at any time, by written notice
to seller, require seller to stop all or part of the work or delivery of
supplies called for by this order for a period of up to ninety days and
for any additional agreed period (Time Period). Upon receiving such
notice, seller shall immediately comply with its terms and take all
reasonable steps to avoid incurring any additional costs associated with
the stopped work during the Time Period. Buyer will, prior to the end of
the Time Period, either cancel the stop work order or terminate this
order in whole or in part as permitted by this order. If a Stop‑Work
Order is issued, buyer shall modify the delivery schedule and/or price
in this order as buyer deems equitable under the circumstances, provided
seller requests such change within fifteen days of the end of the Time
Period.

**15. TERMINATION FOR CONVENIENCE**

For its own best interest, Buyer reserves the right to terminate this
contract, in whole or in part, by written notice of termination for
convenience to Seller. If the contract is so terminated, the parties,
duties and obliga­tions, including Seller\'s compensa­tion, shall be
equita­bly negotiated between Buyer and Seller. If the termi­nated
contract is solely for services, Buyer shall be liable only for payment
for services performed before the effective date of termination.

**16. TOOLS, MATERIALS, AND INFORMATION**

Designs, sketches, drawings, blueprints, patterns, dies, molds, tools,
gauges, equipment, or special appliances made or procured by Seller
especially for producing the product covered by this Order, then, unless
otherwise provided, immediately upon manufacture or procure­ment shall
become the property of CSC. Unless otherwise provided on the face of
this Order by Supple­ment or Change Order, any such items or materials or
engineering data or other technical proprietary informa­tion furnished by
and paid for by CSC shall become consignment at Seller\'s risk, shall be
used exclusively in the produc­tion of CSC products required by this
Order, shall be subject to disposition by CSC at all times and, upon
demand, shall be delivered to CSC.

**17. EQUIPMENT MODIFICATION/EN­HANCEMENTS**

Upon approval of equipment configuration by Buyer, if applicable hereto,
Seller shall make no modifications, revisions, or changes affecting
form, fit, or function of the supplies without written consent of Buyer.

**18. WORK ON CSC OR ITS CUSTOMER\'S PREMISES**

When the order requires Seller to perform work on Buyer\'s or Buyer\'s
customer\'s premises, the Seller shall take all necessary precautions to
prevent any injury to persons or damage to property during the progress
of such work. The Seller agrees to indem­nify Buyer against all loss or
liability resulting from any act or omission by Seller, its employees,
agents, or subcon­tractors. Seller shall maintain Public Liability,
Property Damage, and Employee\'s Liabili­ty and Compensation Insurance in
sufficient amount to protect Buyer from said risks and from claims under
any applicable Work­men\'s Compensa­tion and Occupational Disease Acts, or
other applicable law, status, or regulation.

**19.** **SUBCONTRACTING.** Seller is hereby granted the right to
subcontract any portion of this order, provided that all work so
subcontracted, when combined, does not amount to a substantial portion
of the order. Nothing in this order shall be seen as prohibiting
seller's purchase of standard commercial articles, raw materials, or
other supplies specified in this order if these are typically purchased
by seller in the normal course of business. This right to subcontract
shall not be deemed an assignment of obligation and seller shall remain
liable under this order regardless of subcontracts.

**20. SET-OFF - ASSIGNMENT**

Buyer may set-off against amounts payable to Seller under any claim or
charge that Buyer may have against Seller. This Order may not be
assigned by Seller without Buyer\'s prior written approval.

**21. SELLER CONTACTS WITH BUYER\'S CUS­TOMER AND OTHER VENDORS**

Buyer shall be responsible for all liaison and com­munications with
Buyer\'s customer and Buyer\'s other vendors for the term of this
Purchase Order. Seller shall not communicate with Buyer\'s custom­ers or
Buyer\'s other vendors regarding this Pur­chase Order, unless otherwise
authorized in writing by Buyer.

**22**. **PROPERTY.** The rights and obligations of seller with respect
to any property furnished by buyer shall be the same as those which
seller has with respect to Government Furnished Property under any
provisions contained in this order but shall in no event be less than
reasonable care. These rights and obligations do not extend to risk of
loss, wherein regardless of any provisions to the contrary seller shall
retain full risk of loss for any buyer furnished property at all times.
Upon order completion, seller shall return all such property to buyer in
the same condition in which it was received, allowing for reasonable
wear and tear, except to the extent that the property has been
incorporated into supplies delivered under this order or consumed in the
normal performance of work.

**23. LEASED EQUIPMENT SUPPORT**

Lessor agrees to maintain, in good working order, any leased equipment
supplied here. Lessor also agrees to furnish, when ordered by Buyer, any
necessary support­ing service for the leased equipment supplied. This
includes, but is not limited to, spare parts, hardware and software
maintenance services, equipment modifica­tions, update bulletins, etc.,
for the normal useful life of such equipment. This clause shall apply
when such support services are necessary and applicable to the equipment
furnished.

**24. INTERPRETATION OF ORDER - NOTICE OF AMBIGUITIES**

This Order and any and all identified writings or documents incorporated
by reference herein or physical­ly attached hereto constitute the
parties\' complete agreement; no other prior to contempora­neous
agree­ments either written or oral shall be considered to change, modify,
or contradict said Order. Any ambigu­ity in the Purchase Order will not
be strictly construed against the Buyer but will be resolved by applying
the most reasonable inter­pretation under the circumstances, giving full
consideration to the intentions of the parties at the time of
contracting. It is the obligation of the Seller to exercise due
diligence to discover and to bring to the attention of the Buyer at the
earliest possible time any ambiguities, discrepancies, inconsistencies,
or conflicts in or between the specifications and the applicable
drawings or other documents incorporat­ed by reference here. Failure to
comply with such obligation shall be deemed a waiver and release of any
and all claims for extra costs or delays arising out of such
ambiguities, discrepancies, inconsisten­cies, or conflicts.

**25. DISPUTES**

Any dispute arising under this Order not settled by agreement between
the parties may be settled by appropriate legal proceedings. Pending any
deci­sion, appeal, or judgment in such proceedings or the settle­ment of
any dispute arising under this Order, Seller shall proceed diligently
with the performance of this order in accordance with the instructions
of Buyer.

**26. ACKNOWLEDGMENT - ACCEPTANCE OF ORDER**

This Order becomes a binding contract, subject to the terms and
conditions hereof when reasonably accepted by acknowledgment or by
commencement of perfor­mance. The acknowledgment copy of this Order shall
be returned to CSC within ten (10) calendar days from date of receipt.
No other form shall be substituted for the CSC supplied acknowl­edgment.
The terms and conditions and each thereof contained in this Order cannot
be added to, modified, superseded, or otherwise altered except by
written instructions signed by an authorized representative of Buyer.
Each shipment received by Buyer under this Order shall be deemed valid
only on the terms and conditions contained in Part I and/or Part II.

**27. PACKING**

Seller shall be responsible for safe packing in conformi­ty with the
carrier\'s tariff. Seller must number all packages within a shipment
with the corresponding numbers shown on the invoice. Seller shall
include a packing list bearing the Order Number, quantity, description
of items shipped, and any other information called for in the con­tract.
One copy of the packing list shall be for­warded to Buyer, and one copy
shall be included in Seller\'s invoice. No extra charge for packing will
be paid unless specifically authorized by the Buyer.

**28. INVOICES - DISCOUNT**

Invoices are to be submitted in three copies to the address as shown on
the face of the Order; to be honored, invoice must show Buyer\'s Order
Num­ber, deliverable description, and quantity and price identical to the
Purchase Order. Payment and discount for prompt payment, where offered,
will be figured from date the merchandise is accepted by Buyer and date
an acceptable invoice is received by Buyer, whichever is later.

**29. ORDER OF PRECEDENCE**

The order of precedence of the documents applica­ble to this Order shall
be as indicated in the Order. If not specified therein, the following
order of precedence shall apply:

\(a\) CSC Purchase Order Form

\(b\) Part I General Provisions (except as otherwise noted herein)

\(c\) Statement of Work

d.  Technical Specifications

\(e\) Other documents appended to the Order

**30. PROCUREMENT AUTHORITY**

**DELEGATION**

This acquisition is being conducted under a specific acquisition
delegation of GSA's exclusive procurement for FIP resources. The
specific GSA DPA case number is KMA-93-0083 for NASA Prime Contract
NAS8-60000.

31. **ASSIGNMENT OF CONTRACT**

Seller hereby agrees to permit assignment of the order to NASA,

Marshall Space Flight Center, or to another party that may be selected

by NASA. Any such assignment will be at the sole discretion of NASA.

32. **AVAILABILITY OF FUNDS FOR NEXT CONTRACT PERIOD**

Funds are not presently available for performance under this subcontract
beyond April 30^th^ of each CSC PRISMS contract year. CSC's obligation
for performance of this subcontract is contingent upon the Government
exercising the next option period and appropriating funds from which
payment for subcontract purposes can be made. Should an option year not
be exercised by the Government, CSC shall provide written notice to the
subcontractor. No legal liability on the part of CSC for payment may
arise for performance under this subcontract beyond April 30^th^ of each
contract option year, until funds are made avaialable to CSC from the
Government Contracting Officer for continuation of performance of the
prime contract.