Contractor’s Name and Address Contract No.:
This Release and Assignment forms a part of the Contract Modification identified above and is entered into by and between UNITED LAUNCH ALLIANCE, L.L.C., a Delaware corporation, , hereinafter called UNITED LAUNCH ALLIANCE, and , a corporation organized and existing under the laws of the State of , herein called the CONTRACTOR.
Pursuant to the terms of this Contract and in consideration of the sum of dollars ($ ), which has been or is to be paid under the said Contract to the CONTRACTOR, or its assignees, if any, the CONTRACTOR, upon payment of said sum by UNITED LAUNCH ALLIANCE, does hereby:
Remise, release, and discharge UNITED LAUNCH ALLIANCE, its officers, agents, and employees, of and from all liabilities, obligations, claims, and demands whatsoever, under or arising from said Contract, whether known or unknown at this time.
Agree in connection with patent matters and any other unfulfilled duties under the Contract, that it will comply with all of the provisions of said Contract, including without limitation those provisions relating to notification of UNITED LAUNCH ALLIANCE and relating to the defense or prosecution of litigation.
Assign, transfer, set over and release to UNITED LAUNCH ALLIANCE all right, title and interest to all refunds, rebates, credits, and other amounts (including any interest thereon), arising out of the performance of the Contract, together with all the rights of action which have accrued or which may hereafter accrue hereunder.
Agree to take whatever action may be necessary to effect prompt collection of all refunds, rebates, credits, and other amounts (including any interest thereon) due or which may become due, and to promptly forward to UNITED LAUNCH ALLIANCE checks for any proceeds so collected. The reasonable costs of any such action to effect collection shall constitute allowable costs when approved by UNITED LAUNCH ALLIANCE as stated in said Contract and may be applied to reduce any amounts otherwise payable to UNITED LAUNCH ALLIANCE under the terms hereof.
Agree to cooperate fully with UNITED LAUNCH ALLIANCE or the U.S. Government as its interest may appear as to any claim or suit in connection with refunds, rebates, credits, or other amounts due (including interest thereon); to execute any protest, pleading, application, power of attorney, or other papers in connection therewith; and to permit UNITED LAUNCH ALLIANCE to represent it at any hearing, trial, or other proceeding, arising out of such claim or suit.
IN WITNESS WHEREOF this Release and Assignment has been executed this day of , 20 .
UNITED LAUNCH ALLIANCE CORPORATION CONTRACTOR
By: _____________________________ By: _____________________________
RF 1170 (10/09) Tab – J10