Request for Proposal [insert date]
Download 1.62 Mb.
|
- Navigate this page:
- 9. ENTIRE AGREEMENT
- 12. GOVERNING LAW
- 15. MISCELLANEOUS
- EXHIBIT A DOCUMENTATIO N EXHIBIT B CERTIFICATE AS TO DEPOSIT OF ADDITIONAL SOURCE CODES
- SAE Title Date Published
6. GOOD FAITH RELIANCE The Escrow Agent may rely and act upon written instructions, instruments or signatures believed by the Escrow Agent in good faith to be genuine and may assume that any person purporting to give any written notice, respect, advice or instruction in connection with or relating to this Escrow Agreement has been duly authorized to do so. The Escrow Agent’s duties shall be determined with respect to this Agreement and applicable laws only, and the Escrow Agent is not charged with knowledge of or duties under any other document, including the License Agreement. 7. FEES
___________________________________________________ ___________________________________________________ (b) The fees set forth in Exhibit C are for ordinary services as escrow holder. In the event the Escrow Agent is required to incur any additional or extraordinary legal fees as a result of being escrow holder, including intervention in any litigation or proceeding, the Escrow Agent shall receive full compensation for any such reasonable legal fees that are documented to the Licensor and/or Licensee’s satisfaction.
Any dispute or controversy between Licensor and Licensee regarding the release of the Documentation shall be settled by arbitration to be held in the City of (insert city and state), in accordance with the rules of the American Arbitration Association. Licensor and Licensee shall jointly select an arbitrator within 10 (ten) days following the giving of a counter-notice under Section 3(c) hereof. If during that 10 (ten) day period, Licensor and Licensee do not jointly select an arbitrator, then the arbitrator shall be administratively appointed by the (insert city and state) Regional Office of the American Arbitration Association, and neither the Licensor nor Licensee shall have the right to object to such appointment. Any arbitration pursuant to this Section 8 shall be conducted on an expedited basis and shall be binding upon Licensor and Licensee. Licensor and Licensee shall use their respective best efforts to conclude such arbitration within 45 (forty-five) days from the date an arbitrator is elected pursuant to this Section 8. The prevailing party in any arbitration pursuant to this Section 8 shall be entitled to recover from the other party all reasonable out-of-pocket expenses in connection with such arbitration including but not limited to the fees of the arbitrator, reasonable legal fees and disbursements and business-class travel and lodging expenses. Escrow Agent shall be entitled to fully rely upon the decision and rulings of such arbitrator.
This Escrow Agreement, including Exhibits A, B and C hereto, constitutes the entire agreement among the parties concerning the subject matter hereof and shall supersede all previous communications, representations, understandings and agreements, either oral or written among the parties. This Escrow Agreement is intended to be and shall be treated as an agreement separate and distinct from the License Agreement. 10. NOTICE All notices required or permitted by this Escrow Agreement shall be sufficiently served by mailing the same by certified or registered mail, return receipt requested, to the parties at their respective addresses, as follows: (a) Escrow Agent: __________________________________________ __________________________________________ __________________________________________ Attn: ______________________________________ Ref: _______________________________________
__________________________________________ __________________________________________ __________________________________________ Attn: ______________________________________
__________________________________________ __________________________________________ __________________________________________ Attn: ______________________________________ 11. COUNTERPARTS This Escrow Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. 12. GOVERNING LAW This Escrow Agreement shall be governed by and construed in accordance with the laws of the State of (insert state), without regard to its choice-of-laws or conflicts-of-law provisions. 13. SEVERABILITY In the event any of the provisions of this Escrow Agreement shall be held by a court of competent jurisdiction to be contrary to any state or federal law, the remaining provisions of this Escrow Agreement will remain in full force and effect. 14. HEADINGS The section headings in this Escrow Agreement do not form a part of it, but are for convenience only and shall not limit or affect the meaning of the provisions. 15. MISCELLANEOUS
IN WITNESS WHEREOF, the parties have executed this Escrow Agreement on the date first above written. As Escrow Agent: ______________________________________________________________ Name and title
Signature Date As Licensor: ___________________________________________________________________ Name and title ________________________________________________________ __________________ Signature Date As Licensee: ___________________________________________________________________ Name and title ________________________________________________________ __________________ Signature Date EXHIBIT A DOCUMENTATION EXHIBIT B CERTIFICATE AS TO DEPOSIT OF ADDITIONAL SOURCE CODES __________________________________________ (“Licensor”) hereby certifies to __________________________________________ (“Licensee) that Licensor has delivered to Escrow Agent on _________________________, 20__, to be held in escrow pursuant to the terms of the Escrow Agreement dated as of ____________________________, 20__, among Licensor, Licensee and Escrow Agent, one copy of each of the following Source Codes: (Describe Source Codes) Dated: ________________________________, 20__ CONTRACTOR as Licensor: ___________________________________________________________________ Name and title
Signature Date EXHIBIT C FEES
EXHIBIT D [Insert Form of License Agreement per Introductory paragraph of Escrow Agreement] References
Abbreviation and Acronyms A/C air conditioning ABS anti-lock braking system AC alternating current ACQ alkaline copper quaternary ADA Americans with Disabilities Act Ah amp hour ALR auto-locking retractor APA The Engineered Wood Association, formerly the American Plywood Association APC automatic passenger counter APTA American Public Transportation Association ASTM ASTM International, formerly the American Society for Testing and Materials ATC automatic traction control AVL automatic vehicle location AWG American Wire Gauge BAFO Best and Final Offer BMS Battery Management System BRT bus rapid transit CARB California Air Resources Board CCS climate control system CCTV closed-circuit television cfm cubic feet per minute CGA Compressed Gas Association CNG compressed natural gas dB decibel DBE disadvantaged business enterprise DC direct current DDU driver display unit DEF diesel exhaust fluid DOT Department of Transportation DPF diesel particulate filter ECM Engine Control and Monitoring ECS emission control system ELR emergency locking retractor EMI electromagnetic interference EPA Environmental Protection Agency ESS energy storage system FEA Finite Element Analysis FEMA failure mode effects analysis FMCSA Federal Motor Carrier Safety Administration FMCSR Federal Motor Carrier Safety Regulations FMVSS Federal Motor Vehicle Safety Standards FTA Federal Transit Administration GAWR gross axle weight rated GPS global positioning system GVW gross vehicle weight GVWR gross vehicle weight rated H-point hip-point HDS hybrid drive system HMI human-machine interface HSC hybrid system controller HV high voltage HVAC heating, ventilation and air conditioning I/O input/output IEEE Institute of Electrical and Electronics Engineers ISO International Standards Organization LEL LED emergency light LV low voltage mA milliampere MDT mobile data terminal MPa mega-Pascal NC normally closed NFPA National Fire Protection Association NGV natural gas vehicle NOx nitrogen oxide NO normally open NTP notice to proceed OEM original equipment manufacturer OSI Open Systems Interconnect PA public address PMO project management oversight PPU primary propulsion unit PPU prime power init PPV price per vehicle PRD pressure relief device psi pounds per square inch RF radio frequency RFI radio frequency interference RTC real-time clock SAE SAE International, formerly the Society of Automotive Engineers scf standard cubic feet SLW seated load weight SOC state of change UL Underwriters Laboratories UNECE United Nations Economic Commission for Europe VDC volts of direct current Wh watt-hours VIN vehicle information number © 2010 American Public Transportation Association. No part of this publication may be reproduced in any form, in an electronic retrieval system or otherwise, without the prior written permission of the American Public Transportation Association. Directory: resources resources -> General text for tender (recommendations) for Pilkington Profilit™ Contents Page resources -> North Carolina Inclusion Initiative Mapping Where Children with ieps are Being Served Purpose resources -> Practice learning resources -> The Rise of Video Games Section “Word” Matt Spencer resources -> Request for proposal contract form for the transit industry resources -> The University of York 13th 16th April 2004 resources -> Biological and Biomedical Sciences Program Community Education Initiative resources -> Region III standing regional response team (rrt) meeting williamsburg, Virginia Thursday, January 12, 2012 resources -> Efca eastern District and TouchGlobal, the crisis response ministry of efca resources -> World Map 4 (1)-Global Warming Download 1.62 Mb. Share with your friends:
|