Attachment 5 - Bailment Agreement.docx

BAILMENT AGREEMENT

LOAN OF PROPERTY TO THE GOVERNMENT

GOVERNMENT NONLIABLE

MEMORANDUM OF AGREEMENT

FOR LOAN OF PROPERTY TO THE GOVERNMENT

This agreement of bailment is made between the United States Navy, hereinafter “USN,” with offices located at 53560 Hull St, San Diego, CA 92152-5001 and INSERT NAME OF COMPANY, with offices located at INSERT ADDRESS.

WHEREAS, USN has a need to test and evaluate two 2 Rack Unit Servers proposed in response to RFP # N66001-17-T-0091; and

WHEREAS, INSERT NAME OF COMPANY has such two Rack Unit Servers, hereinafter referred to as the “Property,” and is willing to have it tested and evaluated; and

WHEREAS, USN has the facilities to support such a test and evaluation and is willing to do so; and

WHEREAS, INSERT NAME OF COMPANY has represented that the reasonable replacement value of the Property is $INSERT AMOUNT, as described below. Prices are listed only to demonstrate the market value of the loaned property. They are not rental or purchase fees or prices.

1. Consideration: NOW, THEREFORE, in consideration of the terms and conditions hereinafter set forth, the parties do hereby agree as follows:

· USN agrees to provide the facilities to test and evaluate said Property during the term of this agreement.

· NON-GOVERNMENTAL ENTITY agrees to provide the said Property in consideration for the test and evaluation.

2. Term: This agreement shall commence on the date of the contracting officer’s signature and shall terminate 12 months thereafter.

3. Purpose: USN’s use of the Property shall be limited to its evaluation of the Property for testing and evaluation purposes. USN will permit USN representatives to use the property for that purpose. If INSERT NAME OF COMPANY believes that the results of such testing and evaluation would reveal information proprietary to INSERT NAME OF COMPANY, INSERT NAME OF COMPANY shall so notify USN of that fact upon delivery of the Property to USN. Upon receipt of such a notification from INSERT NAME OF COMPANY and prior to USN commencing testing and evaluation of the Property, INSERT NAME OF COMPANY will enter into agreements with the assigned support contractors (1) permitting support contractors to be present during the testing and evaluation of the Property and to have access to the test results, and (2) notify USN that such agreements have been exhausted, and provide copies to USN upon request.

Nothing in this agreement shall constitute an offer by INSERT NAME OF COMPANY to sell or by the Government to buy the said Property, or give rise to any obligation to pay any charge or rental whatsoever for the opportunity to test and evaluate the Property. Nothing in this agreement shall constitute an acceptance of the Property tested and evaluated by the Government, nor shall INSERT NAME OF COMPANY, be authorized, as a result of the subject test and evaluation, to advertise, or to acknowledge publicly, the acceptability or suitability of the product for USN.

4. Delivery: Delivery of the Property shall be made to Receiving Officer, 47 Chandler Street. NAVSTA Newport, Newport, RI 02841-1716 (ATTN: Shawn Simmons, NUWC Bldg 1259, Test Bay 6, (401)-832-1318). Acceptance by the technical representative of the Property shall constitute acknowledgment that the Property was received unharmed and not damaged. Transportation and handling charges associated with the delivery to USN will be borne by INSERT NAME OF COMPANY.

5. Return of Property: At such time as the Government has completed testing and evaluating said Property, or the period of such test and evaluation has expired and has not been extended, or the Government desires to return it for any other reason, it may do so by shipping the Property to INSERT NAME OF COMPANY. Transportation and handling charges associated with the delivery from USN will be borne by INSERT NAME OF COMPANY.

6. Safekeeping and Maintenance: USN will exercise due care for the safekeeping and maintenance of the Property. In the event that the above described Property is damaged (excluding normal operational wear), lost, or stolen while in the possession of USN, USN will not be liable for the loss of the property, any type of damages, to include, consequential, incidental, punitive, or any additional type or measure of damages. INSERT NAME OF COMPANY agrees to hold harmless the Government and its agents, INSERT NAME OF COMPANY, and employees from any liability for loss of, or damage to said equipment.

7. Tracking Property: During the existence of this agreement, INSERT NAME OF COMPANY shall be solely responsible for tracking the Property to and from USN and shall establish and maintain accountability records of such Property.

9. Title: Title to the Property is and shall at all times remain with INSERT NAME OF COMPANY. The Property shall not be transferred or delivered by USN to any person other than those persons supporting testing. This agreement may not be assigned or transferred by USN or INSERT NAME OF COMPANY.

10. This agreement shall be governed by the Federal Laws and Regulations of the United States of America.

11. Intellectual Property: This Agreement is not a license in Government Intellectual Property including patents or patent applications. This Agreement shall not be interpreted to alter any pre-existing rights to the Property.

12. Integration: This agreement constitutes the entire understanding of the parties and supersedes the terms and conditions of all prior or contemporaneous oral or written agreements between those parties. No modification of this agreement shall be binding unless such modification is in writing and duly accepted and executed by both parties. This agreement is not procedural, at law or in equity in any person or entity other than INSERT NAME OF COMPANY and USN; nor shall any inference be drawn by anyone in any proceeding regarding USN’s testing and evaluation of the Property.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their authorized representatives this day of ___________.

UNITED STATES OF AMERICA

Date____________