Please print, complete, and send the following form to:
Sidereal Corporation.
7406 Alban Station Blvd., Suite B205
Springfield, VA 22150
You may fax it to Sidereal at (703) 912-6204. WE MUST RECEIVE A SIGNED ORIGINAL WITHIN 10 DAYS.
This Electronic Commerce/Electronic Data Interchange (EC/EDI)
Services Agreement is dated as of _______________________ between SIDEREAL CORPORATION
("Sidereal") a Virginia corporation with its principal place of business at 7406
Alban Station Court, Suite B204, Springfield, Virginia 22150; and___________________________________
("Client") having its principal place of business at:
___________________________________________________________________________________.
In consideration of the mutual promises set forth in this Agreement, Sidereal and the
Client HEREBY AGREE as follows:
1. EDI Services. Sidereal, during the term of this Agreement, shall provide for Client and Client hereby agrees to purchase (for its exclusive use only) from Sidereal, SIDNET EDI services ("services") at the prices set forth by the attached EDI Price schedule hereby made a part of this Agreement. For purposes of this Agreement services are defined as:
A. Transmission by Sidereal (on behalf of client) to trading partners designated by client in a manner consistent with the Department of Defense EC/EDI guidelines (as published from time to time), properly formatted ANSI X.12 transactions.
B. Delivery via electronic mailbox, of properly formatted ANSI X.12 transactions directly addressed to client using client's DUNS number, or public 840 request for quotation (RFQ) transactions selected by client, using Federal Supply Classification (FSC) code(s). Please reference the attached EDI registration form; which is hereby made a part of this Agreement, for the client's DUNS number and FSC code(s) selection.
2. Trading Partners. During the term of this Agreement, services shall be limited to client's trading partners that are registered participants in the DOD EC/EDI program or the Federal Acquisition Network (FACNET) and are accessible through the DOD's network entry point(s).
3. Software License. Sidereal; during the term of this Agreement, hereby provides to client, a license to use basic Sidereal PC Software in order for the client to utilize the services set forth in paragraph 1 of this Agreement. Client understands that this is a license for use and NOT A SALE OF SOFTWARE, all rights, title and interest to said software shall remain with Sidereal.
4. Limitation of Liability. Client understands and agrees that to the maximum extent permitted by applicable law, Sidereal makes no warranty, express or implied, including, without limitation, any warranty of merchantability or fitness for a particular purpose, with respect to the services and/or software provided under this Agreement by Sidereal or its suppliers. Any and all software is provided on an "as is" basis. Its risk of use rest solely with the client. Sidereal and its suppliers entire liability shall in all cases be limited to the amounts paid by client to Sidereal, if any, for the services and/or software at issue. To the maximum extent permitted by applicable law, under no circumstance shall Sidereal be responsible for consequential or incidental damages (including loss of business profits) arising out of the use or inability to use services and or software provided by Sidereal or its suppliers under this Agreement.
5. Payment; Remedies. Sidereal will render statements monthly in advance, which shall be payable upon receipt, if client has a credit card on file with Sidereal. Client hereby agrees that Sidereal may charge said credit card for services provided under this Agreement. If client does not have a credit card on file with Sidereal, Sidereal shall render statements quarterly in advance which shall be payable upon receipt. After thirty days from the statement date, any unpaid balance shall be deemed overdue. If balance remains unpaid after 45 days from the statement date. Sidereal may terminate service without further notice.
6. Term; Price Increases. Not withstanding the provisions of paragraph 8; Trial Period, this Agreement shall be effective for a period of one year after the effective date hereof. This Agreement shall automatically renew (for another year) each year thereafter unless terminated by either party, by providing at least 90 days written notice to the other, prior to the renewal date. Client understands and agrees that Sidereal may only increase the prices set forth by the attached EDI price schedule; for subsequent renewal periods, by providing client at least 120 days notice prior to the renewal date.
7. Availability and Performance. During the term of this Agreement, except for routine network maintenance, Sidereal shall provide EDI services 24 hours-per-day, seven (7) days a week. Sidereal shall make a reasonable effort to deliver to the EDI client transactions addressed to, or applicable to, the client within 1 hour of receipt by Sidereal. For purposes of this agreement, deliver shall mean, place in an electronic mailbox.
8. Trial Period. Sidereal hereby agrees that Client; at its sole discretion, may terminate this Agreement for any reason whatsoever within 10 calendar days (trial period) of the effective date by providing Sidereal written cancellation notification prior to the expiration of the trial period. If Client elects to cancel under this provision, Sidereal agrees to refund the basic monthly charge for the service. The Client understands and agrees that the start-up charge is non-refundable.
9. Assignment of Proceeds. Client hereby agrees that Sidereal; at its sole discretion, may at any time during the term of this Agreement assign, transfer and set over unto another party, any and all monies (proceeds) thereafter to become due Sidereal under this Agreement.
10. Force Majeure. Sidereal shall be excused from performance of this Agreement, if and to the extent that it is shall be prevented from doing so by fire, flood, epidemic, unusually severe weather, strike, act of GOD or public enemy, public disorder, restriction by civil or military authority in their sovereign or contractual capacities, or any other cause beyond the reasonable control of Sidereal.
11. Miscellaneous Provisions. This Agreement and the accompanying Attachments constitute the sole Agreement between the parties relating to their subject matter, and may not be amended except by a writing signed by both parties. All aptions and headings are for the convenience of the parties only and do not constitute a part of this Agreement. This Agreement shall be governed by the laws of the Commonwealth of Virginia applicable to agreements executed and to be performed in Virginia. The parties agree that the state and federal courts of Virginia shall be the forum for the resolution of any and all disputes between the parties, whether or not arising out of this EC/EDI Services Agreement, and consent to the jurisdiction of those courts and to service of process by certified mail with respect to any such dispute.
IN WITNESS WHEREOF, the parties hereto have executed and sealed this EDI Services Agreement, all as of the date first above written.
SIDEREAL: SIDEREAL CORPORATION
By: __________________________________
Title: ________________________________
Date: ________________________________
CLIENT:
By: __________________________________
Name: _______________________________
Title: ________________________________
Date: ________________________________
Copyright© 1995-2004 Sidereal
Corporation. All Rights Reserved.