AGREEMENT

• Document Type: CREST
• Collection: General CIA Records
• Document Number (FOIA) /ESDN (CREST): CIA-RDP89B00709R000200500013-8
• Release Decision: RIPPUB
• Original Classification: S
• Document Page Count: 3
• Document Creation Date: December 22, 2016
• Document Release Date: February 28, 2011
• Sequence Number: 13
• Publication Date: June 6, 1961
• Content Type: MISC

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~ _ /~~ AGREII~AtT
P89B00709R000200500013-8
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THIS AGREEMErTT, March 1961, by and between
Herbert I. Miller and co..partners, (hereinafter
referred to as the "Transferor"); INFORMATION FIDEZITY INCORPORATID,
a Corporation duly organized and existing under the laws of the State
of Nevada with its principal office in the City of Las Vegas (herein..
after referred to as the "Transferee"); and the tTNITID STATES OF
AMERICA (Hereinafter referred to as the "Government").
WITNESSETH:
WHEREAS, the Government, represented by the Contracting Officer,
has entered into a certain contract with the Transferor, (namely:
Contract No. CC-?.341) and the term "the Contract" as hereinafter used
means the above Contract, including amendments and change orders
thereto, heretofore made between the~Government, represented by the
Contracting Officer, and the Transferor (whether or not performance
and payment have been completed and releases executed, if the Govern..
ment or the Transferor has any remaining rights, duties, or obligations
thereunder), and. including amendments and change orders thereto here..
after made between the Government and the Transferee;
WHEREAS, as of 31 March 1961, the Transferor assigned, conveyed
and transferred to the Transferee all the assets of the Transferor by
virtue of a Contract between the Transferor and the Transferee;
4iIMEREAS, the Transferee, by virtue of said assignment, conveyance
and transfer, has acquired all the assets of the Transferor;
W'fH';REAS, by virtue of said assignment, conveyance and transfer,. the
Transferee has assumed all the duties, obligations and liabilities of
the Transferor under the Contract;
WHERREAS, the Transferee is in a position fully to perform the
Contract, and such duties and obligations as may exist under the Contract;
WfR;REA.S, it is consistent with the Government's interest to
recognize the Transfere~he successor party to the Contract so long
as Messrs Miller andl (continue in management employ of the
Transferee; u
WHEREAS, there has been filed with the Government evidence of
said assignment, conveyance or transfer;
~-- -_
NOW T !. ~ RE, in consideration of the premises, the parties hereto
agree as follows:
1. The Transferor hereby confirms said assignment, conveyance and
transfer to the Transferee, and does hereby release and discharge the
Government from, and does hereby waive, any and all claims, demands,
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and rights against the Government which it now has or may hereafter
have in connection with the Contract,
2, The Transferee hereby assumes, agrees to be bound by, and
undertakes to perform each and every one of the terms, covenants, and
conditions contained in the Contract, The Transferee further assumes
all obligations and liabilities of, and all claims and demands against,
the Transferor under the Contract, 3n all respects as if the Transferee
were the original panty to the Contract.
3, The Transferee hereby ratifies and confirms all actions hereto..
.fore taken by the Transferor with respect to the Contract with the same
force and effect as if the action had been taken by the Transferee.
4. The Government hereby recognizes the Transferee as the
Transferorts successor 3.n interest in and to the Contract. The Transfere?
hereby becomes entitled to all right, title, and interest of the Trans..
feror in and to the Contract 3n all respects as if the Transferee were
the original party to the Contract. The term "Contractor" as used in
the Contract shall be deemed to refer to the Transferee rather than to
the Transferor.
5. Except as expressly provided herein, nothing in this Agreement
shall be construed as a waiver of any rights of the Government against
the Transferor, ,.
6. Notwithstanding the foregoing provisions, all payments and
reimbursements heretofore made by the Government to the Transferor and
all other action heretofore taken by the Government, pursuant to its
obligations under the Contract, shall be deemed to have discharged
pro tanto the Governments obligations under the Contract. All payments
and reimbursements made by the Government after the date of this Agree
went in the name of or to the Transferor shall have the same force and
effect as if made to said Transferee and shall constitute a complete
discharge of the Governments obligations under the Contract to the
extent of the amounts so paid or reimbursed.
7. The Transferor and the Transferee hereby agr?e that the Govern..
went shall not be obligated to pay or reimburse either of them for, or
otherwise give effect to, any costs, taxes or other expenses, or arty
increases therein, directly or indirectly arising out of or resulting
from (i) said assignment, conveyance and transfer, or (11) this Agree
went, other than those which the Government, in the absence of said.
assignment, conveyance and transfer, or this Agreement would have been
obligated to pay or reimburse under the terms of the Contract,
8. The Transferor hereby guarantees payment of all liabilities and
the performance of all obligations which the Transferee (i) assumes
under this Agreement, or (ii) may hereafter undertake under the Contract
as it may hereafter be amended or modified; and the Transferor hereby
waives notice of and consent to any such amendment or modification.
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9. Except as herein modified, the Contract shall remain in fill
force and effect.
IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement as of the day and year first above written.
UNITID STATES OF AMERICA.
BY_J
Co-.partners
(Corporate Seal)
BY~J
TITI~~S ~~ ,
CERTIFICATE
(certify that I am the Secretary
of INFnRMATTON FIDELITY INCORPORATED. named above; that Herbert I.
riii.~er who signed this Agreement on behalf of said corporation,
was then ~res~ident of said corporation; and that this Agree?
went was duly signed for and in behalf of said corporation by authority
of its governing body and within the scope of its corporate powers.
Witness my hand and the se
June. ,. 1961.
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