Sales Literature

Sales literature is not applicable for this SKU.

Service Specific Terms

Whereas, this Subcontractor SKU adds supplementary terms and conditions to a valid CitizenDeveloper (hereby referred to as “Subcontractor”, “We”, “Us”, “Our”) Order for Professional Services SKU(s) and provides a vehicle by which the Customer (hereby referred to as “Customer”, “Company”, “You”, “Your”) may honor additional terms pertaining to the Customers Agreement (hereby the “Prime Contract”) with the Customer’s Client (hereby referred to as the “Client”).

• Subcontractor SKU must designate Professional Services SKU
  • “Subcontractor Agreement” hereby refers to this Subcontractor SKU (aka “Subcontract”), which in order to be valid must in turn designate one or more specific Professional Services SKU(s) that will be subject to this Subcontractor SKU.
  • The Subcontractor shall perform the services ordered set forth by the Professional Services SKU(s) that is/are specifically designated by this Subcontractor SKU in the Order.  Use of the term “Subcontract” herein refers exclusively to this SKU, which in turn designates one or more Professional Services SKU(s) as the subject of this Subcontract.
• Subcontractor Accepts Direction only from Customer
  • The Subcontractor shall not accept direction from anyone else, including Client representatives, and shall notify the authorized Customer representatives orally or in writing as promptly as practicable upon receipt of an order from someone without authority.
• Subcontractor will not Compete with Customer
  • The Subcontractor agrees that it will not compete independently for Company’s contract renewals, options, or natural follow on business to the work that is the subject of the designated Professional Services SKU(s) without written approval from Company.  The term “active participation”, as used herein, includes the interchange of technical data with competitors.
  • Except as otherwise requested or directed by Company or by the terms of the Prime Contract, Subcontractor shall deal directly and exclusively with Company with respect to the Services provided under this Subcontract, and will not communicate with Client in connection with this Subcontract.
• Subcontractor Employee Selection.
  • Subcontractor shall make reasonable efforts to provide Company and its Client with Staff having the professional qualifications stated in the applicable Work Schedule, but in all cases appropriate for the Professional Services SKU(s) that is the subject of this Subcontract.
  • Client and Company may interview Staff assigned to perform the Services, and either party may make a request for substitution or removal of Staff (consistent with applicable law).
• Subcontractor Employment Status
  • Subcontractor shall be solely responsible for paying salary and benefits and complying with all other applicable laws, rules and regulations with regard to its employees. Subcontractor has advised its employees that neither Subcontractor nor any of its Staff are employee(s) of the Company or Client and are not entitled to (and also hereby waive) any benefits provided or rights guaranteed by the Company or Client, or by operation of law, to their respective employees. The Company will make no deductions from fees paid to Subcontractor for any federal or state taxes (except as required under any applicable state law for withholding or income of foreign corporations not qualified to do business in the state) or FICA, and the Company and the Client have no obligation to provide Worker’s Compensation coverage for Subcontractor. It shall be Subcontractor’s sole responsibility to provide Worker’s Compensation and, if applicable, pay any premium “overtime” rate, for its employees who work on the project covered by this Subcontract and to make required FICA, FUTA, income tax withholding or other payments related to such employees. Pertaining exclusively to the above described employment matters, if any claims brought or threatened by any party against the Company or Client relating to the status, acts or omissions of Subcontractor or its Staff, Subcontractor agrees to cooperate in all reasonable respects, including, but not limited to, affirm that Subcontractor Staff are of independent contractor status pursuant to the terms of this Agreement. Subcontractor hereby agrees to indemnify, defend and hold harmless Company and Client from and against any and all liability relating to the employment status of any Subcontractor Staff.
• Mutual Non-Solicitation of Staff
  • Company shall not solicit Subcontractor staff, without Subcontractor’s prior written consent, as an employee or agent of Company, nor shall they hire Subcontractor staff as an employee or agent within 12 months from completion of employment with Subcontractor.
  • An individual shall be considered “Qualified” if they are unknown to Subcontractor prior to Company’s engagement of Subcontractor for this or any other project. During a period in which a Qualified Staff of the Company is assigned to and provides Services to Company, and for 12 months after the Qualified Staff provided Services, Subcontractor shall not solicit the staff, without Company’s prior written consent, as an employee or agent of Subcontractor for work to be performed for Client.
• Key Personnel
  • Subcontractor notice to move any Key Personnel off the Subcontract or from one task order to another shall be submitted in writing in advance of the proposed move when such notice is required to meet the requirements under the prime contract.
  • In addition and when requested in writing by the Company, Subcontractor managers shall be educated in those terms and conditions of the Prime Contract which pertain to this Subcontract.
• Incidents
  • If required by the Prime Contract, Subcontractor will promptly notify Company and provide a report of any accidents or security incidents involving loss of or misuse or damage to Company’s or Client’s intellectual property that is the subject of this Subcontract.
  • Subcontractor personnel will not remove Company or Client assets from Company’s or Client’s premises without authorization from Company. As it pertains to delivering the Professional Services SKU designated by this Subcontract, Subcontractor will use Company and Client assets only for purposes of this Subcontract. Subcontractor will only connect with, interact with or use computer resources, networks, programs, tools or routines that Company reasonably agrees are needed to provide the Professional Services SKU, and will not share or disclose user identifiers, passwords, cipher keys or computer dial port telephone numbers beyond that reasonably required to deliver this Subcontract.
  • Company may, at its sole discretion, have Subcontractor remove any specified employee of Subcontractor from Company’s or Client’s premises. Company shall provide written notice, whenever possible, of its intent to remove such specified employee.
  • Subcontractor shall provide Company any information about Subcontractor’s personnel that Company is required by law to obtain so long as that information does not contradict Subcontractors own legal obligations for the protection of the requested information.
• Suspension of Work by Client
  • The Client may order the Company, in writing, to suspend, delay, or interrupt all or any part of the work of this Subcontract for the period of time that the Client determines appropriate for the convenience of the Client, and which is allowed by the Prime Contract.
  • If the performance of all or any part of the work is, for an unreasonable period of time, suspended, delayed, or interrupted (1) by an act of the Client in the administration of this Subcontract, or (2) by the Client failure to act within the time specified in this Subcontract (or within a reasonable time if not specified), Company will suspend, delay, or interrupt the Subcontractor’s work under this Subcontract, as appropriate, with all payments due and owing the Subcontractor at the time of the suspension to be paid immediately.  If the Client allows an adjustment to the price of the contract caused by the unreasonable suspension, delay, or interruption, Company will, in turn, allow an adjustment to the price of the Subcontract, to the extent it is allowed by the Client. However, no adjustment shall be made under this clause for any suspension, delay, or interruption to the extent that performance would have been so suspended, delayed, or interrupted by any other cause, including the fault or negligence of the Subcontractor, or for which an equitable adjustment is provided for or excluded under any other term or condition of this Subcontract.
• Stop Work.
  • Company may, at any time, by written order to the Subcontractor, require the Subcontractor to stop all, or any part, of the Professional Services SKU called for by this Subcontract (“Stop Work Order”) A Stop Work Order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Subcontractor shall immediately comply with its reasonable and relevant terms and take all reasonable steps to minimize the incurrence of Professional Services SKU costs allocatable to the work covered by the order during the period of work stoppage. All payments due and owing the Subcontractor including those resulting from the Stop Work Order shall become immediately due and payable.  Within a period of 90 calendar days after a Stop Work Order is delivered to the Subcontractor, or within any extension of that period to which the parties shall have agreed, Company shall either—
    • Cancel the Stop Work Order; or
    • Terminate the work covered by this Subcontract as provided in the Default, or the Termination for Convenience clauses of this Subcontract.
    • If a Stop Work Order issued under this clause is canceled or the period of the order or any extension thereof expires, the Subcontractor shall resume work, although a restart work fee may apply.
• TERM AND TERMINATION
  • Term.  This Subcontract begins on the date designated in the Order and is terminated in accordance with the termination provisions set forth in this section of this Subcontract.
  • Termination.  This Subcontract shall terminate upon:
    • Completion of the work set forth on the designated Professional Services SKU.
    • Immediately upon failure to cure a 30 day notice that Subcontractor is in breach of a material provision of this Subcontract.
    • Termination for Convenience. Company may terminate this Subcontract for convenience if and to the extent that the Client terminates the Prime Contract. Either party may terminate this Subcontract for convenience upon seven (7) days prior written notice to the other party. In the event of such termination, Company shall pay Subcontractor for satisfactory services performed and expenses incurred prior to the date of such termination and other costs as specified by the designated Professional Services SKU. In no event shall the sum paid exceed the authorized funded amount of this Subcontract.
    • Immediate Termination. Company may terminate this Subcontract immediately in the event that: (1) Subcontractor fails to agree to any deletion, amendment, or addition to this Subcontract which is required by statute, executive order, or applicable regulations as a result of or relating to a modification of the Prime Contract; (2) Subcontractor is sanctioned, suspended, or debarred or declared ineligible by the Commonwealth of Pennsylvania; (3) Subcontractor is shown to have an organizational conflict of interest, in the written opinion of the Client, and which conflict cannot be cured within 60 days; (4) Company reasonably believes that continuation of the Subcontract will cause it to violate Securities and Exchange Commission (SEC), Government Accounting Office (GAO), American Institute of Certified Public Accountants (AICPA), or any other applicable Independence or professional standards guidelines, and; (5) Subcontractor acts in a dishonest manner and has been proven to (i) engage in fraud;  (ii) commit an act of misconduct; or (iii) participate in any activities which could adversely affect the Company’s professional and business reputations.
    • Termination For Material Breach or Default. Either party may terminate this Subcontract upon the other party’s breach of a material term hereof, and upon the other party’s failure to cure such breach to the moving party’s reasonable satisfaction within 30 days of the breaching party’s receipt of written notice specifying the breach.
  • Termination Effect. Upon termination of this Subcontract or any portion of this Subcontract for any reason, Subcontractor shall:
    • Stop work under this Subcontract on the date and to the extent specified in the notice of termination
    • Terminate all work under the designated Professional Services SKU(s).
    • Be entitled to receive compensation for services performed up to the time of termination or as specified in the Professional Services SKU.
• INSPECTION AND ACCEPTANCE
  • The Client and Company shall have the right to inspect the Subcontractor’s work at all reasonable times.
  • Company shall inspect the Subcontractor’s work prior to or after delivery to the Client.  Client’s final inspection may be at destination.
  • Inspection of all support services performed under this subcontract will be performed by the Company’s Engagement Manager and/or the Client Task Manager as applicable.  Inspection will consist of an examination of the Deliverable(s) for (1) compliance with the designated Professional Services SKU(s), (2) thoroughness with respect to content of the designated Professional Services SKU(s), and (3) quality with respect to the standards set forth in the designated Professional Services SKU(s).
  • Acceptance by the Client shall be deemed to be acceptance by Company.
• 3rd Party Beneficiary
  • If required by the Prime Contract, the Client is hereby added as a 3rd party beneficiary to this SKU.

Technical Documents