EXCEED CORPORATION STANDARD TERMS AND CONDITIONS FOR PURCHASE ORDERS AND SUBCONTRACTS

DEFINITIONS

As used throughout this document, the following terms shall have the meanings indicated below:

  1. The terms “Government,” “Federal,” “Federal Government,” and “United States” mean the United States of America.
  2. The term “Exceed” means Exceed Corporation.
  3. The term “prime contract” means the contract issued by the Government under which the subcontract is executed by Exceed.
  4. The term “contract” means the purchase order or subcontract to which the terms and conditions are
  5. The term “Contractor” and/or “Seller” means the individual, partnership, corporation, or association contracting with Exceed hereunder to furnish the article(s) and/or service(s) described in the contract.

CONTRACT

The provisions of this contract constitute the complete and exclusive agreement between the parties hereto and supersede all previous communications, representations, or agreements, whether oral or written, between the parties hereto with respect to the subject matter hereof; and no agreement or understanding varying or extending the terms and conditions of this contract will be binding unless in writing and signed by an authorized Exceed representative. If any term in Seller’s agreements or documents is contrary to the terms of this contract, this contract is controlling. This shall become a binding contract on the terms and conditions set forth herein, when it is accepted by Contractor, either by acknowledgement or commencement of performance. Contractor agrees at all times to comply with all applicable state, federal, and local laws.

WAGE COMPARABILITY

As appropriate and required, Contractor shall pay Davis-Bacon and/or Service Contract Act prevailing wages and ensure that their subcontractors follow those provisions. Contractor is liable for costs if wages are paid below the prevailing rates. The prior sentence will survive the expiration or termination of this agreement.

HAZARDOUS MATERIALS/SUBSTANCES

ADMINISTRATION AND LIAISON

INVOICES AND PAYMENT

QUALITY AND INSPECTION:

DELIVERIES, OVERAGES AND EXTRAS

WARRANTY

TAXES

INSURANCE

INDEMNIFICATION

TITLE TO DRAWINGS AND SPECIFICATIONS

ASSIGNMENT

NOTICE OF DELAYS AND LABOR DISPUTES

CHANGES

DEFAULT

FORCE MAJEURE

INFORMATION CONCERNING ENROLLEES, PARTICIPANTS, OR ACTIVITIES

DUPLICATION OF EFFORT

STUDIES/EVALUATIONS

TERMINATION DUE TO LOSS OF GOVERNMENT FUNDING

TERMINATION OF CONTRACT

SEVERABILITY

FEDERAL ACQUISITION REGULATION (FAR) CLAUSES

All Contracts:

FAR Reference Date Title
52.202-1 (Jul-04) Definitions
52.203-3 (Apr-84) Gratuities
52.203-5 (Apr-84) Covenant Against Contingent Fees
52.204-7 (Apr-08) Central Contractor Registration
52.204-9 (Jan 2011) Personal Identity Verification of Contractor Personnel
52.219-8 (Jan 2011) Utilization of Small Business Concerns
52.222-21 (Feb-99) Prohibition of Segregated Facilities
52.222-26 (Mar-07) Equal Opportunity
52.222-40 (Dec 2010) Notification of Employee Rights Under the National Labor Relations Act
52.222-50 (Feb-09) Combating Trafficking in Persons
52.223-5 (May 2011) Pollution Prevention and Right-to Know Information
52.223-6 (May-01) Drug-Free Workplace
52.223-10 (May 2011) Waste Reduction Program
52.223-12 (May-95) Refrigeration Equipment and Air Conditioners
52.223-15 (Dec-07) Energy Efficiency in Energy-Consuming Products
52.223-16 (Dec-07) IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products
52.223-17 (May-08) Affirmative Procurement of EPA-Designated Items in Service and Construction Contracts
52.224-1 (Apr-84) Privacy Act Notification
52.224-2 (Apr-84) Privacy Act
52.225-13 (Jun-08) Restrictions on Certain Foreign Purchases
52.228-7 (Mar-96) Insurance-Liability to Third Persons
52.228-8 (May-99) Liability and Insurance-Leased Motor Vehicles
52.230-2 (Oct 2010) Cost Accounting Standards
52.230-6 (Jun 2010) Administration of Cost Accounting Standards
52.232-9 (Apr-84) Limitation on Withholding of Payments
FAR Reference Date Title
52.232-18 (Apr-84) Availability of Funds
52.232-25 (Oct-08) Prompt Payment/Alternate I (Feb-02)
52.232-33 (Oct-03) Payment by Electronic Funds Transfer-Central Contractor Registration
52.233-1 (Jul-02) Disputes/Alternate I (Dec-91)
52.233-3 (Aug-96) Protest after Award/Alternate I (Jun-85)
52.233-4 (Oct-04) Applicable Law for Breach of Contract Claim
52.23 7-2 (Apr-84) Protection of Government Buildings, Equipment, and Vegetation
52.244-6 (Dec 2010) Subcontracts for Commercial Items
52.246-25 (Feb-97) Limitation of Liability-Services

All Contracts in excess of $2,000 (include all of the above) – Construction

FAR Reference Date Title
52.222-6 (Jul-05) Davis-Bacon Act – Secondary Site of the Work
52.222-10 (Feb-88) Compliance with Copeland Act Requirements
52.222-11 (Jul-05) Subcontracts (Labor Standards)
52.222-13 (Feb-88) Compliance with Davis-Bacon and Related Act Regulations
52.242-2 (Apr-91) Production Progress Reports
52.242.15 (Aug-89) Stop Work Orders/Alternate 1 (Apr-84)

All Contracts in excess of $2,500 (include all of the above) – Services (including medical)

FAR Reference Date Title
52.222-41 (Nov-07) Service Contract Act of 1965
52.222-50 (Feb-09) Combating Trafficking in Persons
52.222-51 (Nov-07) Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of
52.222-53 (Feb-09) Exemption from Application of the Service Contract Act to Contracts for Certain Services – Requirements
52.237-7 (Jan-97) Indemnification and Medical Liability Insurance

All Contracts in excess of $3,000 (include all of the above)

FAR Reference Date Title
52.219-28 (Apr-09) Post-Award Small Business Program Representation
52.222-1 (Feb-97) Notice to the Government of Labor Disputes
52.222-2 (Jul-90) Payment for Overtime Premiums
52.222-3 (June-03) Convict Labor
52.225-1 (Feb-09) Buy American Act-Supplies
52.232-23 (Jan-86) Assignment of Claims

All Contracts in excess of $10,000 (include all of the above)

FAR Reference Date Title
52.222-36 (Oct 2010) Affirmative Action for Workers with Disabilities
FAR Reference Date Title
52.209-6 (Dec 2010) Protecting the Government’s Interest when Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment

All Contracts in excess of $100,000 (include all of the above)

FAR Reference Date Title
52.222-35 (Sept 2010) Equal Opportunity for Veterans
52.222-37 (Sept 2010) Employment Reports on Veterans

All Contracts in excess of (SAP) $150,000 (include all of the above)

FAR Reference Date Title
52.203-6 (Sept-06) Restrictions on Subcontractors Sales to the Government
52.203-7 (Oct 2010) Anti-Kickback Procedures
52.203-8 (Jan-97) Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity
52.203-10 (Jan-97) Price or Fee Adjustment for Illegal or Improper Activity
52.203-12 (Oct 2010) Limitation on Payments to Influence Certain Federal Transactions
52.204-4 (May 2011) Printed or Copied Double-Sided on Post-Consumer Fiber Content Paper
52.215-2 (Oct 2010) Audit and Records-Negotiation
52.215-2 (Mar -09) Audit and Records-Negotiation/Alternate I
52.21 5-14 (Oct 2010) Integrity of Unit Prices
52.215-15 (Oct 2010) Pension Adjustment and Asset Reversions
52.21 5-18 (Jul-05) Reversion or Adjustment of Plans for Post-Retirement Benefits (PRB) Other than Pensions
52.21 5-21 (Oct 2010) Requirements for Certified Cost or Pricing Data or Other Than Certified Cost or Pricing Data-Modifications/Alternate IV
52.215-22 (Oct 2009) Limitations on Pass-Through Charges – Identification of Subcontract Effort
52.215-23 (Oct 2009) Limitations on Pass-Through Charges
52.219-14 (Dec-96) Limitations on Subcontracting
52.222-4 (Jul-05) Contract Work Hours and Safety Standards Act-Overtime Compensation
52.222-54 (Jan-09) Employment Eligibility Verification
52.227-1 (Dec-07) Authorization and Consent
52.227-2 (Dec-07) Notice and Assistance Regarding Patent and Copyright Infringement
52.232-17 (Oct 2010) Interest
52.242-13 (Jul-95) Bankruptcy
52.244-2 (Oct-10) Subcontracts/Alternate I (Jun-07)
52.244-5 (Dec-96) Competition in Subcontracting
52.245-1 (Aug-10) Government Property
52.245-9 (Aug-10) Use and Charges
FAR Reference Date Title
52.219-9 (Jan 2011) Small Business Subcontracting Plan/Alternate II (Oct-01)
52.219-16 (Jan-99) Liquidated Damages-Subcontracting Plan

All Contracts in excess of $700,000 (include all of the above)

FAR Reference Date Title
52.230-3 (Oct-08) Disclosure and Consistency of Cost Accounting Practices
52.242-3 (May-01) Penalties for Unallowable Costs

All Contracts in excess of $5,000,000 (include all of the above)

FAR Reference Date Title
52.203-13 (Apr 2010) Contractor Code of Business Ethics and Conduct
52.203-14 (Dec 2007) Display of Hotline Posters – Posters: DOL OIG Hotline

Contracts resulting in a conversion from in-house performance to contract performance, regardless of value.

FAR Reference Date Title
52.207-3 (May-06) Right of First Refusal of Employment

Contracting by Negotiation

FAR Reference Date Title
52.215-8 (Oct-97) Order of Precedence-Uniform Contract Data
52.217-8 (Nov-99) Option To Extend Services (30 days)
52.217-9 (Mar-00) Option to Extend the Term of the Contract (a) 30 days; 60 days. (c) 5 years

Solicitations and contracts when a cost-reimbursement contract or a time-and-materials contract(other than a contract for a commercial item) is contemplated.

FAR Reference Date Title
52.216-7 (Jun 2011) Allowable Cost and Payment
52.242-1 (Apr-84) Notice of Intent to Disallow Costs
52.245-1 (Aug-10) Government Property
52.245-9 (Aug-10) Use and Charges
52.249-14 (Apr-84) Excusable Days
52.251-2 (Jan-91) Interagency Fleet Management System Vehicles and Related Services

Solicitations and contracts when a cost-plus-incentive-fee contract is contemplated.

FAR Reference Date Title
52.216-10 (Jun 2011) Incentive Fee