exv10w1



 







Exhibit 10.1




MASTER SUBCONTRACT AGREEMENT




     This Subcontract Agreement (“Agreement”), made this 1st day of April, 2003, is by and between
Halifax Corporation, having a principal place of business at 5250 Cherokee Avenue, Alexandria, VA
22312 (“Subcontractor”), and Hewlett-Packard Company and its subsidiaries, having its principal
place of business at 3000 Hanover Street, Palo Alto, CA 94304-1185 (“HP”). The parties agree that
the terms and conditions of this Agreement and any applicable Purchase Order(s) that may be issued
hereunder will govern the purchase of Services by HP from Subcontractor for the purpose of
Subcontractor providing such Services on behalf of HP to a customer or customers of HP (hereinafter
referred to as “Customer”).



     This Agreement will become effective on the date specified above and will continue for a
period of one (1) year, unless otherwise terminated as provided herein or extended by the mutual
consent of the parties. Any expiration of termination of this Agreement will not alter the rights,
duties or obligations of the parties relating to any Purchase Orders issued by HP under this
Agreement prior to the date of expiration or termination of this Agreement.



     This Agreement does not obligate HP to purchase any Services from Subcontractor. Purchases,
if any, will be as specified on a Purchase Order(s) issued by HP pursuant to Section 2.



     1. DEFINITIONS



     (a) “Acceptance” means written notification from HP to Subcontractor that indicates that the
Services have been evaluated and satisfies the completion and acceptance criteria set forth or
referenced in the Statement of Work or Purchase Order. Acceptance may be partial or complete, as
specified in such notification.



     (b) “Invention(s)” means any designs, techniques, inventions, discoveries, or improvements,
whether patentable or not, that are conceived of or reduced to practice by Subcontractor in
providing the Services to HP or Customer under this Agreement.



     (c) “Services” means consulting, integration, implementation, installation, maintenance,
support, design, development, training, management, and any other work provided by Subcontractor in
connection with meeting Subcontractor’s responsibilities under this Agreement.



     (d) “Statement of Work” means a statement agreed upon by HP and Subcontractor that specifies
the Services to be provided by Subcontractor, the price, payment schedule, delivery schedule, and
acceptance criteria for such Services and, if applicable, detailed technical and administrative
requirements for the Services. The Statement of Work may also include additional terms or
modifications to this Agreement. A Statement of Work will be created and agreed upon for each
Purchase Order issued under this Agreement.



     2. PURCHASE ORDER, ORDER OF PRECEDENCE, SERVICES COORDINATORS



     (a) Subcontractor will furnish the Services to HP or Customer as specified in the Statement of
Work upon HP’s issuance of a Purchase Order to Subcontractor.



     (b) The following order of precedence will control in the event of any conflict in terms and
conditions:



     (1) Statement of Work,



     (2) Purchase Order, and



     (3) This Agreement.



 









 





     The pre-printed terms and conditions on the reverse side of the Purchase Order will not apply
to this Agreement or any Purchase Order issued under this Agreement.



     (c) Each party will appoint a coordinator for the Services to be performed under each Purchase
Order and Statement of Work. Subcontractor’s coordinator will have the authority to represent
Subcontractor. HP’s coordinator will represent HP and be responsible for determining the adequacy
and acceptability of the Services, provided by Subcontractor.



     3. PAYMENT



     Unless otherwise set forth in the Statement of Work or Purchase Order, payment for the
Services will be due forty-five (45) days from the later of the date of Acceptance or the date HP
receives a proper invoice from Subcontractor.



     4. RECORDS



     Subcontractor will maintain account records in accordance with generally accepted accounting
practices to substantiate all invoices. Such records will be made available to HP during normal
business hours and will include payroll records, expense accounts, attendance cards, and job
summaries. Subcontractor will maintain such records for three (3) years from the date of final
payment for the Services.



     5. OWNERSHIP AND LICENSE



     (a) All inventions will be the sole and exclusive property of HP. Subcontractor hereby
assigns to HP the ownership of copyright in the Inventions. HP will have the right to obtain and
hold in its own name copyrights, registrations, and similar protection which may be available in
the Inventions. Subcontractor agrees to assist HP as may be required to perfect such rights.



     (b) To the extent that any Subcontractor’s pre-existing technology is contained in the
Inventions, Subcontractor grants to HP an irrevocable, nonexclusive, worldwide royalty-free license
to:



     (1) use, execute, reproduce, display, perform, and distribute (internally or externally) such
pre-existing technology; and



     (2) authorize Customer to do any, some, or all of the foregoing.



     6. WARRANTY



     (a) Subcontractor warrants that all Services will (1) be performed in a good and workmanlike
manner and in accordance with generally accepted professional standards for such Services, and (2)
conform to the requirements specified in the Statement of Work or Purchase Order.



     (b) Subcontractor warrants that Services will not in any manner limit, impair, disrupt, or
jeopardize any existing Year 2000 Compliance of any equipment or software on which Services are
performed. “Year 2000 Compliance” for purposes of this provision means the capability to correctly
process, calculate, compare, and sequence date data within and between the 20th and 21st centuries,
including leap year calculations.



     (c) In the event of any breach of warranty, Subcontractor, without charge and without delay,
will re-perform nonconforming Services.



     7. CONFIDENTIAL INFORMATION



     Subcontractor will maintain all information or data, whether written or oral, relating to HP
or Customer which Subcontractor obtains or otherwise has access to in the performance of Services
in confidence and will not disclose any such information or data to any third party or to
employees, agents, Subcontractors, or suppliers of Subcontractor who do not have the need for
access to such information or data.



 









 





     8. PERSONNEL



     (a) Personnel provided by Subcontractor will not be considered employees of HP for any
purpose. Subcontractor personnel will make no commitments on behalf of HP for any purpose.
Subcontractor assumes full
responsibility for the actions of its personnel and will be responsible for their supervision,
daily direction, and control. Subcontractor will retain full responsibility for payment of salary
(including withholding of income taxes and Social Security), workers compensation, disability
benefits, and the like. Nothing in this Agreement grants Subcontractor or any Subcontractor
personnel any right under any HP employee benefit plan.



     (b) Subcontractor personnel specified or identified by name in the Statement of Work or
Purchase Order will be considered essential to the Services to be performed. No substitution or
diversion of such personnel will be made without the prior written consent o HP and Customer.



     (c) HP and Customer will retain the right to reject any of Subcontractor’s personnel whose
qualifications are insufficient in HP’s or Customer’s judgment.



     9. CHANGE IN SCOPE



     Each Purchase Order and Statement of Work under this Agreement is based upon HP’s present
understanding of HP’s obligations to Customer. In the event HP’s understanding changes or Customer
requests a change in HP’s obligations affecting Subcontractor’s performance, HP will notify
Subcontractor of such change request in writing. Within ten (10) days of receipt of such change
request, Subcontractor will notify HP in writing of any increase or decrease in Subcontractor’s
charges and/or alteration to delivery schedules occasioned by the change. Upon HP’s acceptance of
Subcontractor’s modified charges and delivery schedule, the parties will modify the terms of the
applicable Purchase Order and Statement of Work to effect the change. Subcontractor will not
implement the change without HP’s written authorization.



     10. TERMINATION



     (a) HP may terminate for convenience this Agreement, any Purchase Order, or any portions
thereof by written notice to Subcontractor. In any event, the applicable Purchase Order will
terminate immediately upon termination, for any reason, of HP’s agreement with Customer. Upon
receipt of such notice, Subcontractor will immediately stop all activities associated with the
terminated Purchase Order. Subcontractor will be paid for the Services provided and accepted prior
to the date of termination. Such payment will constitute HP’s entire liability.



     (b) In the event of a default by Subcontractor, HP will provide Subcontractor written notice
thereof. If the default is not remedied within thirty (30) days or within the time stated in the
notice, HP may terminate this Agreement, any Purchase Order, or any portions thereof.



     (c) The rights and obligations of Sections 4, 5, 6, 7, 10, 11, and 12 will continue after
expiration or termination of this Agreement and will bind the parties and their legal
representatives, successors, heirs, and assigns.



     11. INDEMNIFICATIONS



     (a) Subcontractor will indemnify, defend, and hold HP harmless from any and all claims or
demands (including all losses, damages, and liabilities resulting from such claims or demands, and
all related costs and expenses, including reasonable legal fees) arising from or in connection with
(1) Subcontractor’s performance of, or failure to perform, any of its obligations under this
Agreement or (2) an act or omission of Subcontractor in its relationships with its employees,
agents, subcontractor’s or suppliers.



     (b) Subcontractor will indemnify, defend and hold HP and Customer harmless from any and all
claims or demands (including all losses, damages, and liabilities resulting from such claims or
demands, and all related costs and expenses, including reasonable legal fees) which may result by
reason of any infringement or claim of infringement of any intellectual property rights associated
with the Services or Inventions provided in connection with this Agreement.



 









 





     12. LIMITATION OF LIABILITY



     EXCEPT FOR SUBCONTRACTOR’S OBLIGATION UNDER SECTION 11 (b) “INDEMNIFICATIONS”, OR EITHER
PARTY’S OBLIGATION UNDER SECTION 7 “CONFIDENTIAL INFORMATION”, NEITHER HP NOR SUBCONTRACTOR WILL BE
LIABLE TO EACH OTHER FOR ANY DAMAGES RESULTING FROM LOSS OF
DATA, PROFITS, OR USE OF PRODUCTS, OR FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.



     13. COMPLIANCE WITH LAWS



     Subcontractor, at its own expense, will comply with all laws and regulations of federal,
state, and local government authorities relating to its obligations under this Agreement.



     14. GENERAL



     (a) Except as expressly provided in the Statement of Work or Purchase Order, Subcontractor
will be entitled to no further payment, cost reimbursement, or other compensation for the Services
provided hereunder.



     (b) Subcontractor shall carry during the term of this Agreement, and with companies with a
Best Rating of not less than A-:VII, insurance policies of the kinds and in the amounts listed
below:



     (1) Worker’s Compensation — statutory limits in each state in which Subcontractor is required
to provide Workers Compensation coverage including Other States Endorsement or policy equivalent
thereof. Policy shall include a waiver of subrogation in favor of HP Computer Corporation, its
officers, directors, employees and agents.



     (2) Employer’s Liability — not less than $1,000,000.



     (3) Comprehensive General Liability — Including Contractual Liability, Independent
Contractor’s Liability, Products and/or Completed Operations Liability, and Personal
Injury/Property Damage Coverages in a combined single limit of not less than $1,000,000 per
occurrence combined single limit and $2,000,000 General Aggregate. HP Computer Corporation, its
officers, directors, employees and agents shall be named as Additional Insureds.



     (4) Automobile Liability — for owned, non-owned, and hired vehicles in a combined single limit
of not less than $1,000,000.



     (5) Umbrella Liability — a combined single limit of not less than $2,000,000.



     Subcontractor shall furnish HP with Certificates of Insurance evidencing the specified
insurance policies and stating that such insurance policies may not be changed or terminated so as
to not comply with the foregoing insurance requirements without at least thirty (30) days prior
written notice to HP.



     (c) Nothing in this Agreement will be construed as prohibiting or restricting HP from
independently developing, acquiring, and/or marketing services which are similar to and/or
competitive with those provided hereunder.



     (d) Any assignment, transfer, or subcontracting of rights or obligations by Subcontractor
under this Agreement in whole or in part without the prior written consent of HP will be void and
may subject Subcontractor to termination.



     (e) During the performance by Subcontractor under a particular Purchase Order and Statement of
Work HP may require Subcontractor to temporarily cease performance of some or all of the Services
by issuing Subcontractor a Work Suspension Order (“Order”). The Order will include the effective
date of the Order, a specific description of the Services to be suspended, and the anticipated
duration of the suspension. Upon receipt of an Order, Subcontractor will take all reasonable
measures to protect the Services in progress. HP will notify Subcontractor in writing of the date
on which the suspended Services are to be resumed.



 









 





     (f) Subcontractor represents that it is not under any obligation or restriction, nor will it
assume any, which would interfere or present a conflict of interest with the Services that it
provides under this Agreement.



     (g) HP is free to determine the price charged to Customer for the Services that Subcontractor
provides to Customer on behalf HP.



     (h) Subcontractor agrees to comply with security procedures of HP and Customer.



     (i) Subcontractor agrees to be bound by applicable “flow down” provisions of HP’s agreement
with Customer of which it is notified by HP.



     (j) Neither party may bring an action, regardless of form, arising out of this Agreement more
than two (2) years after the cause of action arises. Subcontractor may not bring an action for
nonpayment more than two (2) years from the date final payment for the Services is due.



     (k) The laws of the State of California will govern this Agreement.



     (l) This Agreement and the documents referenced herein set forth the entire understanding of
the parties with respect to the subject matter described herein and supersede all prior
communications, whether oral or written, by either party. Any modification to these terms and
conditions must be in writing and signed by authorized representatives of both parties.



	 	 	 	 	 	 	 	 	 	 	 
	Accepted by:	 	 	 	Accepted by:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Halifax Corporation	 	 	 	Hewlett Packard Company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ James L. Sherwood
 

	 	 	 	By:
	 	/s/ Mark Pomerans
 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Print Name: James L. Sherwood	 	 	 	Print Name: James L. Sherwood	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title: Vice President	 	 	 	Title: Subcontract Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date: 1 April 2003	 	 	 	Date: 1 April 2003