EXHIBIT 10.1
EMERGING TECHNOLOGIES INTERIM RELATIONSHIP AGREEMENT
This INTERIM RELATIONSHIP AGREEMENT (the "Agreement"), is entered into on the
31st day of March, 2005 ("Effective Date") by and between GTSI CORP., a Delaware
corporation with its principal location at 3901 Stonecroft Boulevard, Chantilly,
Virginia, 20151-1010, and all of its subsidiaries ("GTSI"), and AEGIS
ASSESSMENTS, INC., a Delaware corporation doing business at 7975 N. Hayden Road,
Suite D363, Scottsdale, AZ 85258 and all of its subsidiaries ("Vendor").
In exchange for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Vendor and GTSI agree as follows:
1) RIGHT TO RESELL. During the term of this Agreement, Vendor grants to GTSI
and GTSI accepts the non-exclusive right to resell the products listed in
Exhibit A ("Products").
2) VENDOR WARRANTY. Vendor warrants that the Products will perform
substantially in accordance with the Documentation and other specifications
published by Vendor.
3) REGULATORY COMPLIANCE. Vendor shall comply with the following Federal
Acquisition Regulation (FAR) clauses: (i) 52.212-4 Contract Terms and
Conditions - Commercial Items; (ii) 52.222-26, Equal Opportunity; (iii)
52.222-35, Affirmative Action for Disabled Veterans and Veterans of the
Vietnam Era; (iv) 52.222-36, Affirmative Action for Workers with
Disabilities; (v) 52.225-1, Buy American Act -- Balance of Payments Program
-- Supplies; (vi) 52.225-2, Buy American Act Balance of Payments Program
Certificate; (vii) 52.225-5, Trade Agreements; (viii) 52.249-2, Termination
for Convenience of the Government (Fixed-Price); and (ix) 52.249-8, Default
(Fixed-Price Supply and Service). For purposes of this Agreement and any
orders issued hereunder, the term "contract" shall mean this Agreement; the
term "Contractor" shall mean Vendor; the term "Government" and "Contracting
Officer" shall mean GTSI.
4) ORDER CANCELLATION. GTSI may cancel without penalty or cost any order for
which the underlying order by a GTSI customer has been canceled prior to
acceptance and GTSI may return for a full refund and without penalty any
Products received by GTSI in connection with such order. GTSI will use its
best efforts to notify Vendor as soon as possible upon cancellation of an
order pursuant to this Paragraph 4.
5) DELIVERY SCHEDULE. In the event Vendor is unable to deliver GTSI's entire
order according to the delivery schedule, GTSI may, at its sole option, (i)
cancel the order without penalty, or (ii) accept partial delivery, in which
event such delivery shall be separately invoiced and paid for. If GTSI
accepts partial delivery, it may cancel the remainder of its order at any
time at least five days prior to Vendor's shipment of the remaining
portion.
6) PRICING. The prices for Products shall be sold for the term of this
Agreement to GTSI at no higher price than the price set forth in Exhibit A
hereto. The stated prices and discounts on Exhibit A shall be firm. In the
event the parties agree to extend this Agreement beyond the initial term,
the parties may renegotiate the prices set forth on Exhibit A under any
extension granted, unless such renegotiation is waived by both parties in
writing.
7) CONTROLLING TERMS AND CONDITIONS. The terms and conditions of this
Agreement shall apply to each order accepted or shipped by Vendor
hereunder. Vendor agrees that any terms or conditions contained in any
acknowledgment, invoice or other form issued by Vendor shall not be binding
on GTSI to the extent that such terms and conditions are additional to or
inconsistent with those contained in this Agreement, and no act of GTSI
other than an express agreement in writing shall be deemed an acceptance of
any such term or condition.
8) PAYMENT TERMS. Payment terms shall be net 45 days from receipt of Vendor's
invoice.
9) INDEMNIFICATION; LIMITATION ON LIABILITY. Vendor shall, at its sole
expense, indemnify, defend and hold harmless GTSI and its affiliates,
shareholders, directors, officers, employees, contractors, agents and
customers from any and all damages, losses, costs and claims based upon:
(i) an allegation that any Product or portion thereof infringes or
constitutes wrongful use of any patent, copyright, trademark, trade secret
or other proprietary right of any third party; (ii) and/or any act or
omission to act by Vendor or its subcontractors. Except for Vendor's
indemnification obligations, neither party shall be liable to the other
party for consequential, incidental, indirect or special damages, including
but not limited to lost profits, even if such party has been apprised of
the likelihood of such damages occurring.
10) TERM. This Agreement shall commence on the Effective Date and remain
effective for a period of six months ("Initial Term"). After such six month
period, the parties shall review the status of the Agreement and determine,
, whether to extend the term for an additional six month period; provided,
however, that if at such time, there is no discernable revenue or any
forecasting of revenues, the relationship shall immediately terminate upon
ten day written notice. However, after Vendor receives notice of GTSI's
intent to terminate, should the Vendor desire to remain on a specific
contract vehicle, Vendor agrees to pay GTSI the amount of $5,000.00 per
quarter for two consecutive quarters for each specific contract vehicle.
This fee shall be applied against GTSI's cost for the maintenance of the
Vendor's products on GTSI's contract vehicle.
11) GOVERNING LAW. This Agreement shall be governed by and interpreted in
accordance with the laws of the Commonwealth of Virginia, without regards
to the conflicts of law principles thereof.
GTSI CORP. VENDOR: AEGIS ASSESSMENTS, INC.
By: Todd Leto By: Richard Reincke
Print Name/Title:
Vice President, GTSI Corp. Name/Title: Richard Reincke, President
Date: April 4, 2005 Date: March 31, 2005