1. Obligations of Subcontractor
- Subcontractor represents and warrants that it is capable of performing all work and providing all products and materials in accordance with the terms of this and any other agreements. Subcontractor all warrants that it has all requisite licenses, permits, and consents to execute and deliver any and all agreement, and perform all of its obligation thereunder.
- All agreements and subsequent Statements of Work (SOWs) shall be performed with strict conformity and shall only be change in writing. All materials used by Subcontractor must be new and provide full manufacturer warranties unless authorized otherwise by Vision in writing.
- Time is of the essence. All work shall be performed in compliance with the requirements of Vision, the Customer, any specifications and requirements of the applicable agreement, and all applicable laws, regulations, and ordinances.
- All work performed in subject to approval by Vision.
- All of Subcontractor’s employees shall be solely the employees of Subcontractor, and Subcontractor shall be responsible for all wages, salaries, fringe benefits, and payments of all taxes. Subcontractor shall be compliant at all time with the Fair Labor Standards Act, the Civil Rights Act of 1964, and any appliable EEO policies.
- Subcontractor shall conduct drug testing of all applicable employees upon request of Vision or the Customer.
- Subcontractor, when appliable, to adhere to the contractual requirements set forth by the Customer’s Prime Contract.
2. Obligations of Vision
- Vision shall provide Subcontractor will information and access necessary to perform the contracted work.
- Vision will pay Subcontractor according to the payment terms set out in the specific agreement, including possible retention. Unless otherwise agreed to in writing, payment terms from Vision to Subcontractor are Net60.
- All invoices shall include all applicable information as required by the specific agreement and shall be submitted to Vision’s Accounts Payable in accordance with the instructions of the agreement.
- Change Orders shall be issued where necessary in accordance with the agreement, but all Change Orders must be in writing.
3. No Hire
Neither party shall hire, or solicit to hire, any personnel of the other party. If one party hires the employee of the other party without the employer’s consent, the hiring party shall be obligated to pay the non-hiring party twelve (12) weeks of said employee’s salary. This shall not apply to general recruitment activities that are within the public domain.
4. Term and Termination
The term of any agreement shall be specified in each specific agreement. Where silent, each agreement shall continue in effect until terminated by either party. Unless specified otherwise, either party may terminate this agreement upon thirty (30) days’ prior written notice.
5. Warranty
Subcontractor warrants that all products, materials and services delivered hereunder are new, will conform to all specifications and requirements set forth herein and in the Agreement, and shall be free of defects of any and all kinds for a period of one (1) year, or as provided under the Agreement, whichever is longer. If Subcontractor receives notice of any defect during the warranty period, Subcontractor will, at its own expense, repair or replace all defective products, materials or services.
6. Insurance and Indemnification
- Subcontractor must at all times maintain the insurance requirements specified in each specific agreement. Unless agreed upon otherwise, Subcontractor shall carry the coverage specified in Exhibit A – Insurance Requirements.
- Subcontractor shall indemnify, defend, and hold harmless the Customer and Vision, their employees and agents, from all claims, suits, damages, liabilities and costs of any kind, including but not limited to all attorneys' fees, arising out of Subcontractor's performance hereunder, and/or of any breach by Subcontractor of its obligations hereunder, and from any act or omission of its agents, employees and representatives.
7. Default
The following shall be a default by Subcontractor: (i) failure to fulfill any obligation hereunder; (ii) failure to comply at any time with any provision of the Agreement or applicable law; (iii) suspension or revocation of any license, security clearance or any other permit or certification required to be held in the conduct of its business and/or the fulfillment of its obligations hereunder; (iv) the insolvency of Subcontractor, failure to pay debts when due, levy or attachment of assets, assignment for the benefit of creditors, or appointment of a receiver or the filing of a bankruptcy petition by or for Subcontractor or its property; (v) dissolution or other termination of Subcontractor as an independent entity; (vi) Subcontractor sells, assigns or transfers 50% or more of its controlling, voting ownership (unless agreed to in writing by Vision); (vii) Vision in good faith believes that Subcontractor's prospect of performance is impaired.
8. No Assignment
All of Vision’s agreements shall be binding upon the parties, their respective successors and assigns. Vision’s agreements may not be assigned, in whole or in part, by the Subcontractor without the prior written consent of Vision, which consent may be withheld in Vision's sole discretion.
9. Non-Solicitation of Customers
During performance and for a period of two (2) years after termination hereof, Subcontractor shall not directly or indirectly solicit, service or sell any products or services of the type provided hereunder, or any other products or services provided by Vision, to the Customer or any other customer of Vision, except as a subcontractor to, or in affiliation with, Vision.
10. Confidential Information and Non-Disclosure
During the course of the work it may be necessary for the parties to release or convey information of a confidential or proprietary nature. Such information shall be clearly identified by the disclosing party at the time of disclosure or within a reasonable time thereafter. For a period of twenty-four (24) months following the date of Agreement Execution, the parties may not disclose confidential or proprietary information to any third party, or use such information for any purpose, except as may be necessary for the performance of the work hereunder.
11. Liens
Subcontractor hereby waives all rights to assert a mechanic's lien to the extent permissible by the laws of the State in which such property is located.
12. Dispute Resolution
The parties shall attempt to resolve amicably any dispute, controversy or claim (“Claim”) arising out of or relating to this Agreement. Any Claim not so resolved shall be settled in the Anne Arundel County, Maryland, area by binding arbitration in the English language in accordance with the United States Arbitration Act (Title 9, U.S. Code) and under the auspices and rules of the American Arbitration Association.
13. Publicity
No publicity or advertising relating to the Agreement shall be released by Subcontractor without the prior written approval of Vision.
14. Governing Law
Unless agreed otherwise in writing, the governing law for all Vision agreement shall be the State of Maryland. It is agreed by Subcontractor that all disputes will be resolved in the courts of Anne Arundel County, Maryland.
Effective Date
This Policy is Effective as of June 1, 2020