# ***Exhibit 10.49***

# ******Text Omitted and FiledSeparately***

# *** Confidential Treatment Requested Under***

# ***17 C.F.R. §§ 200.80(b)(4), and240.24b-2***

 

 

 

 

 

 

 

 

 

February 19, 2002

 

Ms. Dana Piper

InVision Technologies, Incorporated

## 7157 Gateway Boulevard

Newark, CA  94560

 

Subject:  Letter Contract NumberDTFA01-02-C-00023

 

Dear Ms. Piper:

 

This document is an undefinitized letter contract under the provisionsof the Federal Aviation Administration Acquisition Management System, andconstitutes an authorization for you to commence work on the enclosed proposedcontract, stand-alone explosives detection systems (SA EDS), subject to theconditions noted below.  This lettercontract is valid if, and only if, the InVision accepts the followingconditions.

 

(a)  The parties hereby agree tothe terms and conditions specified per the enclosed proposed contract forexplosives detection systems, on an unpriced basis.

 

3.2.4-22  Limitationof Government Liability (April 1996)

 

(a)          In performing this contract, InVision isnot authorized to make expenditures or incur obligations exceeding  $176,300,000 dollars.

 

(b)         The maximum amount for which the Government shall be liableif this contract is terminated is $176,300,000 dollars.

 

(End of clause)

 

 

(b)  Expenditures above that amount are notauthorized, and are at InVision’s own risk.

 

(c)  Work is authorized to begin at the date ofInVision acceptance of this letter.

 

(d)  This authorization is subject to the FAAcost principles described in Part 3.3.2 of the FAA Acquisition Management System.

 

(e)  When the contract for this project isdefinitized, it will be an indefinite delivery/indefinite quantity, firmfixed-price contract with incentives. The CLINs will include CLINs for (1) reimbursed actual ramp-up costs notto exceed $4,000,000; and (2) technical assistance to transfer the technologyon a time and materials basis.

 

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ESCROW ACCOUNT REQUIREMENT

 

The FAA has a mandate to acquire and install airport securityequipment throughout the country.  It isessential that the FAA have the ability to acquire and maintain the systems inthe event InVision goes out of business, or cannot supply and maintain theequipment acquired under this contract. Therefore, InVision shall establish an escrow account to include allnecessary software (installation disks and documentation) source and objectcode, and related hardware drawings (level 3) for the equipment and itsperipheral equipment ordered under this contract.  InVision shall ensure that the escrow is updated and kept currentwith the product baseline and any engineering change proposals provided underthis contract as modified.  InVisionshall coordinate this effort with the FAA and provide a copy of the accountdocument for FAA review and concurrence.

 

The escrow account shall be established within sixty (60)days from contract award, and the final agreement shall be completed no laterthan five (5) days after FAA concurrence of account.  The account shall include the same information for subcontractors.

 

(End of Provision)

 

DATA RIGHTS TRANSFER

 

In the event that the Government transfers title to theSA-EDS acquired under this contract to a third party, the license documenttitled InVision Software License shall apply to the transferee.  Government data rights under this contractare as detailed in Section I clauses 3.5-13, “Rights in Data — General” and3.5-18 “Commercial Computer Software — Restricted Rights.”  No data rights of the Government shall beextinguished via transfer of title of supplies delivered under thiscontract.  Additionally, the Governmentshall not be liable for any patent or copyright infringement resulting fromsuch title transfer.  [The SoftwareLicense is stated in Enclosure 1 paragraph (1)(e).]

 

(End of Provision)

 

 

(f)  In the event of contract termination,calculation of payments due under this authorization will be accomplished underthe provisions of clause:

 

3.10.6-1           Terminationfor Convenience of the Government (Fixed Price)                        (October 1996)

 

(g)  The work authorized by this letter isdescribed in Enclosures (1) through (4).

 

(h)  The Contracting Officer’s TechnicalRepresentative is Ed Ocker, telephone number is 703-796-7104.

 

(i)  You are obligated to furnish cost or pricinginformation if such information is requested by the Contracting Officer.

 

(j)  The following terms and conditions arenecessary for proper execution of this letter contract:

 

1.                                       InVision must adhere to the QualityAssurance Surveillance Plan (QASP) when definitized, and all schedules andmilestones contained therein.  Enclosure(1) provides additional information regarding the QASP.

2.                                       InVision is responsible to address andcorrect any deficiencies and non-compliance with any technical requirement(s)revealed as a result of Government technical testing.  Any deficiencies identified by Government technical testing whichwere not included in the 

 

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QASPwill be added to it, and shall be remedied by the vendor at no cost to theGovernment.*

3.                                       Items authorized under this letter contractare prescribed in Enclosure (4). InVision must adhere to the schedule contained therein.  The first 100 units are required to bedelivered by June 28, 2002, in accordance with the schedule contained therein.

4.                                       Not later than  the date InVision receives delivery orders for 400 units,identified as March 7, InVision shall deliver all Intellectual Propertyrights in accordance with the License Agreement set forth in Enclosure (1).

 

(k)               Subject to negotiation of specific termsconsistent with Enclosure (1), the InVision shall:

 

(i)                               Deliver to the TransportationSecurity Agency (TSA) all Technology reasonably necessary for a qualified thirdparty to manufacture, test, evaluate, and operate the SA EDS products purchasedherein. As used herein, “reasonably necessary” means the standard manufacturingprocedures, training and tools used by InVision to train its workers andcontract manufacturers to ramp up the manufacture, test, evaluation, andoperation of the SA EDS products purchased herein.

(ii)                            Grant to the TSA, for a twoyear term, a  non-revocable,  non-exclusive, royalty-bearing right andlicense with right to sublicense, to make, have made, use, sell, offer for sale,and import the SA EDS products.

(iii)                         Deliver to the TSA alltechnology InVision regarding the manufacture, operation, and test of anyimprovement that is incorporated in the SA EDS products in accordance with theQASP.

(iv)                        Grant to the TSA, for a twoyear term, a non-revocable, non-exclusive, royalty-bearing right and license,with right to sublicense, to make, have made, use, sell, offer for sale, andimport the products referred to in this section (k).

(v)                           Propose a cooperative researchagreement with the FAA Technical Center for the research, engineering,development, test and evaluation of Improvement and including but not limitedto Quadrupole Resonance subject to this section (k) not later than sixty days(60) after this Letter Contract.

 

 

(l)                 A definitized delivery order contract for **[...*******...]** units is expected to be completed nolater than  April 15, 2002.  The parties have committed to the followingmilestones:

 
| **Date**    |   | **Commitment Milestone**                                                                                  |   | **Approx Government Funding Obligation** |
|-------------|--------|-----------------------------------------------------------------------------------------------------------|--------|------------------------------------------|
| February 19 |   | Letter Contract and Delivery Order for 100 units                                                          |   | $                                        | [...***...] |
| February 19 |   | Delivery Order for additional 300 parts kits                                                              |   | $                                        | [...***...] |
| February 19 |   | Manufacture Ramp up costs not to exceed                                                                   |   | $                                        | [...***...] |
| February 19 |   | Delivery Order for Technical Data Package (TDP),  facilitation and factory training NTE                   |   | $                                        | [...***...] |
| March 7     |   | Delivery Order for all units scheduled for  production and delivery July-Sept, 2002 (300)                 |   | $                                        | [...***...] |
| March 7     |   | Delivery Order for additional 100 parts kits                                                              |   | $                                        | [...***...] |
| April 8     |   | TDP Delivered I.A.W. License Agreement                                                                    |   |                                     |
| April 15    |   | Delivery Order for all units scheduled for  production and delivery Oct-Dec, 2002 (**[...***...]**) |   | $                                        | [...***...] |
| TOTAL       |   |                                                                                                      |   | **$**                                    | **[...***...]** |

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* To be definitized with Contract NumberDTFA01-02-C-00023.

 

*******Confidential Treatment Requested**

 

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The parties must adhere to the milestones above to preservethe above pricing, to allow InVision to order the long lead items, identifiedbelow, needed to meet this schedule.

 
| **Product**        |   | **Volume Thresholds** |
|--------------------|--------|-----------------------|
|               |   | **1-100**             |   | **101-400** |   | **401+** |
| CTX 5500           |   | $                     | [...***...] |   | $ | [...***...] |   | $ | [...***...] |
| CTX 2500           |   | $                     | [...***...] |   | $ | [...***...] |   | $ | [...***...] |
| CTX 5500 Parts Kit |   | $                     | [...***...] |   | $ | [...***...] |   | $ | [...***...] |
| CTX 2500Parts Kit  |   | $                     | [...***...] |   | $ | [...***...] |   | $ | [...***...] |

 

All units are configured with powered inclined entrance conveyor andexit slide.  The above prices will befurther reduced by an amount equal to 75% of actual BOM savings.

 

(m)  The Government reserves the right toterminate negotiations at any time. Contract termination is discussed in condition (f) above.

 

(n)  Accounting data:

 

Purchase Request No.:  0202229

 
| **Acct** |   | **Region** |   | **Appr** |   | **Lim** |   | **CCntr** |   | **Progel** |   | **Objc** |   | **Project#** |   | **Acct**

**Total** |
|----------|--------|------------|--------|----------|--------|---------|--------|-----------|--------|------------|--------|----------|--------|--------------|--------|---------------------|

* *

*TO BE INSERTED IN DELIVERY ORDER 1*

 

Please sign below to signify acceptance of this letter contract and theenclosures, and return three (3) originally signed copies to the undersigned.  If you have questions, I can be reached at(703) 796-7118.

 
| Sincerely,               |
|--------------------------|
|                     |
| /s/ Kimberley  T. Branch |
|                     |
| Kimberley T. Branch      |
| Contracting Officer      |

 

 

 

Enclosure(s)

(1)  Additional Terms andConditions

(2)  Screening InformationRequest DTFA01-02-R-00808

(3)  Quality AssuranceSurveillance Plan

(4)  Delivery Order (DO) # 1

 

 

 

 
| /s/ Sergio  Magistri        |   |    02/20/02 |
|-----------------------------|--------|-----------------------|
| InVision Technologies, Inc. |   | Date                  |

 

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*******Confidential TreatmentRequested**

 

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ENCLOSURE 1

ADDITIONAL TERMS ANDCONDITIONS

 

 

Explosive Detection System (EDS) products provided under thesecontracts are an essential tool for the national defense against terrorism andother threats.  It is important that theInVision develops and delivers products that meet the Government’srequirements.  It is also important theInVision continue to develop a continuous improvement program that decreasesthe false alarm rates experienced by products in the field.  To that end, the Government intends to use aseries of incentive fees/penalty assessments, incentive bonuses and performancebonuses.  These are set forth in thefollowing Paragraphs.

 

1.             LICENSE:  The Department of Transportation and theTransportation Security Agency (TSA) require the following:

 

(a)           *Definitions*

 

(1)           “Technology”means, as of the Effective Date, technical information, conceptions, ideas,innovations, discoveries, inventions, processes, machines, formulae, equipment,compositions of matter, tolerances, design criteria, blueprints, drawings,procedures, know-how, show-how, methods, techniques, systems, designs,production systems and plans, software (in source and object code), firmware,documentation, data, programs and information (irrespective of whether in humanor machine-readable form) and works of authorship, whether or not patentable,copyrightable, or susceptible to any other form of legal protection, that  are used by InVision in the the  manufacture, use, testing, quality control,shipping, installation, operation, service and repair of  the EDS Products, any component or assemblythereof, but excluding the Operating Software. Technology does not include commercial software that InVision installsin EDS Products under license without right of sublicense.

 

(2)           “IntellectualProperty” means all proprietary and/or legal rights owned or controlled byInVision (“InVision”)  and used in the ,manufacture, use, testing, quality control, shipping installation, operation,service and repair of the EDS Products, of components or assemblies thereof,includingall trade secrets, know-how, copyrights, mask works and patents andapplications thereof, and any other form of right by which InVision mayeffectively exclude another person or entity from performing any of the actsspecified in this definition.  Intellectual Property includes U.S. Patents 5,182,764 and5,367,552.  Intellectual Property willbe considered controlled by InVision if InVision has the right to grant sublicensesor rights equivalent thereto without accounting to a third party.  Intellectual Property does not includecommercial software that InVision installs in EDS Products under licensewithout right of sublicense.

 

(3)          “EDS Products” means explosive detection system products of the model andversion being acquired pursuant to this SA-EDS Contract .

 

(4)          “Improvement” means any beneficial modification of the Technology affectingform, fit or function and relating to any improvements in manufacture, use,testing, quality control, shipping, installation, operation, service and repairof an EDS Product or component or system thereof, designed, developed oracquired by InVision at any time after the Effective Date.

 

(5)            “Operating Software” means thesoftware portion of the EDS Products, whether embedded or on a disk or tape orother media.

 

(6)            “Effective Date” means the date,identified as March 7, that the TSA definitizes delivery orders for at least400 explosive detection systems under Contract Number DTFA01-02-C-00023, *i.e.*,SA-EDS Contract.

 

 

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(b)           *Purpose*

 

(1)           Thepurpose of the technology license is to place the TSA in position to have EDSProducts, components and systems thereof made for it by one or moresublicensees selected by the TSA.

 

(2)           Thepurpose of this technology license is also to maintain consistency in theconfiguration and manufacturing of the installed base of EDS Products.

 

(3)           Thetechnology license is not intended to replace InVision as a primary supplier ofEDS Products, components and systems, and Improvements thereof, but it isintended to permit TSA to create one or more “second sources” for EDS Products,components and systems, and for the installation, repair and service thereofduring the term of the definitized contract.

 

(4)           Thetechnology license is not intended to impair InVision’s ability to provide themaximum number of EDS Products and meet the delivery schedule under thedefinitized contract.

 

(c)           *License*

 

(1)           Notlater than thirty (30) days after the Effective Date, InVision will deliver allof the Technology to the TSA and/or to a contractor designated by the TSA.  The method and form of delivery will bespecified in the definitized contract.*

 

(2)           InVisionwill use all commercially reasonable efforts to provide to:

 

(i)            TSAor it’s desginee all “Technology” documented as of the Effective Date,including but not limited to the product guides, product manuals, bills ofmaterials, vendor lists, part and assembly drawings, diagrams, manufacturingprocedures, work instructions and check lists then currently being used byInVision in the manufacture, use, testing, evaluation, quality control,installation, operation, training, service and repair of EDS Products andcomponents or assemblies thereof.

 

(ii)           Atechnology-transfer contractor designated by TSA sufficient technicalassistance to permit such contractor to understand and document currentlyundocumented technology relating to proper calibration and operation of the EDSProducts;

 

(iii)          TSAor it’s designee, technical services of qualified engineers for up to                 total hours, at a rate of$               per hour, to provideadditional assistance as requested by TSA or its designee.*

 

(3)           InVisionwill grant the TSA a non-revocable, nonexclusive, royalty-bearing license, withthe right to grant sublicenses, under all Intellectual Property to make, use,sell, offer for sale, import, copy, display and distribute EDS Products,components and assemblies thereof commencing on the Effective Date andterminating upon the termination of the definitized contract.  Provided, however, that after thetermination date TSA will continue to have the right to operate all EDSproducts manufactured pursuant to this license.

 

(d)           *Improvements*

 

(1)           Anyperformance features incorporated in the EDS Products manufactured by InVisionpursuant to the QASP will be transferred as part of the Technology escrowed inaccordance with the Contract and licensed as part of Intellectual Propertywithout any additional license fee or royalty. InVision will provide all commercially reasonable efforts to deliver thetechnology, on the same terms as the initial technology license, see paragraph1(c).

 

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* To be definitized by the ContractingOfficer.

 

 

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(2)           InVisionwill license any Improvement to the TSA in the same manner and time usedpreviously used in accordance with this license agreement.

 

(3)           TSAwill promptly disclose in writing and provide to InVision all Improvements madeby the TSA or its designated contractors and sub-licensees, their employees,agents and assignees.  InVision and TSAwill negotiate a royalty to TSA for the rights to Improvements made by TSA orsub-licensees.

 

(e)           *OperatingSoftware License*

 

(1)           InVisionwill grant TSA a perpetual, non-exclusive, license to use the OperatingSoftware, in object code and firmware form only, in connection with TSA’s useof the manufactured EDS Product. InVision retains all right, title and interest in the OperatingSoftware, and all improvements, modifications and upgrades (if any) to theOperating Software.  This license maynot be transferred except in connection with the transfer of the EDS Productitself.  TSA shall not decompile ordisassemble all or any portion of the software portion of the EDS Product.  Except to a designated manufacturingcontractor or sublicensee, TSA may not sub-license, distribute or disclose allor any portion of the software to any third party without InVision’s expressprior written consent.  TSA agrees thatit shall not exceed, nor permit others to exceed, the scope of the licensegranted herein.

 

(f)            *Ownershipand Proprietary Treatment*

 

(1)           InVisionwill warrant that it owns or controls all Technology and Intellectual Property.

 

(2)           AllTechnology is designated by InVision as proprietary and will be received inconfidence by the TSA and by its designated contractors or sub-licensees andwill be treated by them as confidential, proprietary information.  The usual exceptions will apply toobligations of confidentiality.

 

(3)           InVisionwill retain ownership of all Technology and Intellectual Property.  The TSA and its designated contractors willuse the Technology and Intellectual Property solely as provided in thedefinitized contract and will return or destroy all proprietary Technologyprior termination of the definitized contract.

 

(g)           *Sublicense*

 

(1)           InVisionwill grant TSA the right to transfer the Technology, and sublicense theIntellectual Property, to designated manufacturing contractors or sub-licenseessubject to all of the terms and conditions of this   license agreement. Provided, however, that TSA will not transfer technology or grant asublicense to the following competitors of InVision:

 

1.             **[...***...]**

2.             **[...***...]**

3.             **[...***...]**

4.             **[...***...]**

5.             **[...***...]**

6.             **[...***...]**

7.             **[...***...]**

8.             **[...***...]**

9.             **[...***...]**

10.           **[...***...]**

 

(2)           Withinfive (5) days of a grant of a sublicense, TSA will provide InVision a copy ofthe sublicense agreement.

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*******Confidential TreatmentRequested**

 

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(3)           Sub-licenseewill not compete, directly or indirectly, against InVision for the manufactureand installation of any CT-based explosive detection equipment and systemsduring the term of this license agreement and three years thereafter.

 

(h)           *Consideration*

 

(1)           TheTSA will pay or cause to be paid to InVision a royalty for each EDS Productmade, in whole or in part, by a contractor (other than InVision) designated bythe TSA.  The royalty will be $**[...***...]** per CTX 5500DS and $**[...***...]**per CTX 2500.  TSA will pay the royalties monthly forsub-licensee manufactured EDS Products for that month.

 

(2)           TheTSA will pay or cause to be paid to InVision a royalty for each Improvementretrofitted on an installed EDS Product by a contractor (other than InVision)designated by the TSA.  The royalty tobe negotiated will be a fixed dollar amount per Improvement retrofit.

 

(3)           Theroyalty for each EDS Product and retrofitted Improvement will be the totalconsideration for the rights granted. No additional  royalty will be  due for maintenance services rendered,repairs made or parts replaced by the TSA or its designated contractor.

 

(i)            *Guarantees,Liabilities and Indemnities*

 

(1)           InVisionwill guarantee that the licensed Technology will be in compliance withparagraph 1(c)(2) of this agreement.

 

(2)           InVisionexpressly disclaims all liability and responsibility for the sub-licensee’s useof the Technology and EDS Products built to the extent that there are defectsin the sub-licensee’s manufacturing and performance.

 

(3)           InVisionexpressly disclaims all other warranties, including without limitation theimplied warranties of merchantability and fitness for a particular purpose.

 

(4)           InVisionis under a continuing duty to refine its Technology to correct errors andomissions when discovered at no cost to the Government.

 

(5)           InVisionwill not be liable for damage or injury caused by or defects in EDS Productsmade by any party other than InVision.

 

(6)           TSAwill seek recovery for damages, injuries and costs arising from TSA’ssub-licensee’s failure to manufacture EDS Products in accordance withInVision’s Technology.

 

(j)            *Termination*

 

(1)           TheGovernment may terminate the license on advance written notice toInVision.  Upon termination, TSA shall(1) promptly pay all accrued and unpaid fees and royalties; (2) immediatelycease to use the Technology and return or destroy, at InVision’s option, allcopies of the Technology, provided, however, that this provision does not applyto Technology incorporated in an EDS Product for which such royalty is fully paidor will be paid upon completion of manufacture.

 

(2)           Inthe event a contractor designated by the TSA materially breaches the terms ofthe license under InVision’s Technology and Intellectual Property, InVision mayrequest the TSA to terminate such contractor.

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*******Confidential TreatmentRequested**

 

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(k)           *Non-Disclosure*

 

(1)           Eachparty shall keep in confidence all Proprietary Information of the other partyand will not directly or indirectly disclose to any third party or use for anypurpose other than the performance of its obligations under this Agreement, anyProprietary Information it receives from the other party.  Each party shall use reasonable care toprotect the other party’s Proprietary Information, in no event less than thesame degree of care it would employ with respect to its own information of likeimportance that it does not desire to have published or disseminated.  Each party may make Proprietary Informationof the other party available to those of its employees, agents or contractorswho have a need to know such information for purposes of this Agreement and whoare subject to binding use and disclosure restrictions at least as protectiveas those set forth herein.

 

(2)           Exclusions.  The obligation of confidentiality shall notapply to any information or data which can be proven by the receiving party:(i) to be publicly known through no wrongful act on the part of Licensee, itsemployees or agents; (ii) to be known to Licensee at the time of disclosure; or(iii) to be rightfully received by Licensee from a third party; or (iv) to havebeen approved for release by prior written authorization from Licensor.

 

(l)            *Parts andService*

 

(1)           Duringthe term of this technology and license agreement, TSA or its sublicensee  may manufacture or have manufactured  parts provided that such manufacture doesnot impair the ability of InVision’s suppliers to provide InVision’s needed partsto perform this Contract as definitized.

 

(2)           Duringthe term of this technology and license agreement, InVision shall have a firstright of refusal to perform installation and first-year maintenance and repairson the licensed EDS Products.

 

 

2.             LICENSE FEE

 

                Upon licensing tothe Government, the InVision shall receive a $**[...***...]** fee for each andevery CTX 5500DS machine, and a $**[...***...]**fee for each and every CTX 2500 machine, manufactured by TSA or itssublicensees, in accordance with the terms and conditions of this licenseagreement.

 

 

3.             INCENTIVES

 

                The QASP is thevehicle the Government will use to monitor InVision performance and adherenceto schedule to meet the technical requirements that are identified as “notcompliant” in the InVision’s proposal. The QASP includes incentive fees and penalty assessments expressed in amonetary value for each technical element identified. If the vendor exceedsschedule AND meets performance requirements, the incentive fees applies.  If the vendor does not meet schedule ORperformance requirements, the incentive fee is no longer available under thiscontract and the penalty assessments apply.

 

 

4.             PRICEREDETERMINATION/AUDITS

 
| 3.2.2.3-8  |   | Audit and Records (April 1996)                                   |
|------------|--------|------------------------------------------------------------------|
| 3.2.2.3-25 |   | Price Reduction for Defective Cost or Pricing Data  (April 1996) |
| 3.2.2.3-29 |   | Integrity of Unit Prices (April 1996)                            |
| 3.2.4-23   |   | Contract Price Definitization (April 1996)                       |
| 3.2.4-24   |   | Payments of Allowable Costs Before Definitization                |

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*******Confidential TreatmentRequested**

 

 

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5.             FIRST RIGHTS OF THEGOVERNMENT

 

(a)           Byaccepting this letter contract and any subsequent contract thereof or DeliveryOrder arising under this contract, InVision guarantees that all explosive detection systems manufactured by or onbehalf of InVision , whether pursuant to a sub-contract, joint venture or othertype of legally binding agreement, regardless of machine type, model and/ornomenclature as stated within Section B of this contract, shall be firstoffered to the FAA or its agent’s for sale or lease and the FAA shall have theright of first refusal for all such EDS machines regardless of quantity, priorto any other customers of manufactures. Provided, however, that InVision is not obligated to offer to the FAAthe following units that have been ordered or allocated to other customers:

                (b)           This right of first refusal does notinclude **[...***...]** CTX 2500’s, **[...***...]** CTX 5500’s, **[...***...]** CTX 9000’s, for a total of **[...***...]** units backlogged (ordered andcommitted) for InVision’s customers.

 

 

6.             DEFENSE PRIORITYAND ALLOCATION REQUIREMENT

 

The TSA is seeking approval for use of, as a minimum, a DO rated ordercertified for national defense use.  Itis anticipated that the approval will be forthcoming very quickly.  Once approved, the InVision shall follow allthe requirements of the Defense Priorities and Allocations System regulation(15 CFR 700).

 

 

7.             GENERAL CONTRACTOR

 

It is anticipated that the Government will award a contract to aGeneral Contractor for the administration and management of the ExplosiveDetection Systems Program.  TheGovernment reserves the right to “assign” this contract to the GeneralContractor for performance and execution of the contract with InVision becominga Government-directed  resource for theGeneral Contractor.  InVision shallexecute at a minimum a liaison agreement with the General Contractor, shallremain responsible for all performance requirements contained in this contract,and shall work with the General Contractor to assure successful deployment ofacceptable EDS products.

 

 

8.             PRODUCTIMPROVEMENT/TECHNOLOGY ENHANCEMENT

 

Clause 3.10.5-1 “Product Improvement/Technology Enhancement” from FAA’sAcquisition Management System is included in, and made a part of, thiscontract.

 

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*******Confidential TreatmentRequested**

 

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