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Electric Boat Corporation, 75 Eastern Point Road, Groton, CT 06340Terms and Conditions No. EB-SSP-12 REV 0 (Oct 2012) dated 10/17/12

This purchase order is a subcontract under Buyer’s prime contract with the U.S. Government. Unless specifically stated otherwise in writing in this Purchase Order, it neither establishes nor intends to establish any privity of contract between Seller (or any other entity) and the U.S. Government nor does it bind or purport to bind the United States Government, its officers, representatives, employees, or agents.

Access to technical data and equipment (e.g., “defense articles”, “defense services”, etc.) is subject to U.S. export controls and must be strictly controlled to preclude unauthorized disclosure.

ALL TECHNICAL DATA, DRAWINGS, ETC. ARE TO BE PROVIDED WITH UNLIMITED RIGHTS, UNLESS OTHERWISE APPROVED IN WRITING BY EB. (Refer to Part II Special Provisions herein.)

Non-Incorporation of Seller’s Information - Seller shall not incorporate any patented, proprietary, business sensitive, or limited rights information, technical data, process, hardware, or software into any item proposed to be designed, modified, manufactured, produced, or delivered under this Purchase Order without notifying Buyer in advance and requesting and receiving Buyer’s prior written concurrence to do so. (Refer to related clause 58 herein.) Any language herein which refers the Seller from one clause to another clause within these terms and conditions is non-contractual and purely information.

REPORTING OF SUBCONTRACT AND SUBCONTRACTOR INFORMATION - SELLER SHALL TIMELY PROVIDE BUYER WITH ALL INFORMATION BUYER MAY REQUIRE TO COMPLY WITH THE PROVISIONS OF FAR 52.204-10, REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT AWARDS AND SELLER ACKNOWLEDGES AND AGREES TO EB’S PUBLIC REPORTING OF THE SELLER’S INFORMATION PURSUANT TO THIS CLAUSE.

TABLE OF CONTENTS

Note: The following Table of Contents is provided for convenience only to facilitate reference and shall not be construed to limit in any way the scope, applicability, or interpretation of any provision or clause of this subcontract/letter contract/purchase order.

PREFACE......................................................................................................................................................................... 3P.1 AMENDMENTS REQUIRED BY THE PRIME OR HIGHER-TIER CONTRACT; CHANGES TO LAWS, RULES OR REGULATIONS.........3P.2 INCORPORATION OF APPLICABLE CLAUSES, PROVISIONS, AND OTHER REQUIREMENTS.....................................................................3P.3 SUBCONTRACTING AND SUBCONTRACTING RESTRICTIONS...........................................................................................................................3

PART I - GENERAL PROVISIONS............................................................................................................................... 5PART I.1 - GENERAL PROVISIONS.............................................................................................................................................5

1) ENGLISH LANGUAGE AND STANDARDS..................................................................................................................................................................52) DEFINITIONS....................................................................................................................................................................................................................... 53) CERTIFICATIONS AND REPRESENTATIONS.............................................................................................................................................................54) PUBLIC RELEASE OF INFORMATION (including NNPI)............................................................................................................................................55) SECURITY REQUIREMENTS...........................................................................................................................................................................................66) EXPORT COMPLIANCE AND CONTROL......................................................................................................................................................................67) EXPORT CONTROL MARKING.......................................................................................................................................................................................88) SELLER’S ACCESS CONTROL PLAN / TECHNOLOGY CONTROL PLAN; SELLER’S CERTIFICATION UNDER UNITED .. .STATES &

CANADA’S JOINT CERTIFICATION PROGRAM; SAFEGUARDING INFORMATION AND TECHNICAL DATA........................................89) BUSINESS CONDUCT AND ETHICS..............................................................................................................................................................................910) FOREIGN CORRUPT PRACTICES ACT PROHIBITIONS (FCPA).............................................................................................................................911) COUNTERFEIT PARTS / COUNTERFEIT WORK.........................................................................................................................................................912) FRAUD AND FALSIFICATION......................................................................................................................................................................................1013) REDUCTION OR SUSPENSION OF CONTRACT PAYMENTS UPON FINDING OF FRAUD OR FALSIFICATION.....................................1114) ACCEPTANCE OF ORDER & TERMS AND CONDITIONS......................................................................................................................................1115) ENTIRE AGREEMENT.....................................................................................................................................................................................................1116) ORDER OF PRECEDENCE..............................................................................................................................................................................................1117) APPLICABLE LAW AND VENUE..................................................................................................................................................................................1218) COMPLIANCE WITH LAWS; OBTAINING AND MAINTAINING APPROVALS, PERMITS AND LICENSES; WORKSITE SAFETY......12

NOT APPROVED FOR PUBLIC RELEASEBased on, and modified from, EB-DCM-12 Rev 0 (Aug 2012) PAGE 1 of 55

ELECTRIC BOAT CORPORATIONTERMS AND CONDITIONS

No. EB-SSP-12 REV 0 (Oct 2012)


19) FAILURE TO OBTAIN REQUIRED EXPORT / IMPORT LICENSES.......................................................................................................................1220) WORK ON BUYER'S OWNED OR CONTROLLED PREMISES / PROPERTY / WORKSITE...............................................................................1321) STANDARDS OF CONDUCT FOR VISITORS.............................................................................................................................................................1322) INDEPENDENT CONTRACTOR / NO AGENCY.........................................................................................................................................................1423) SITE CONDITIONS...........................................................................................................................................................................................................1524) MERCURY EXCLUSION, NAVSEA (MAR 1998) - MODIFIED...............................................................................................................................1525) POLYCHLORINATED BIPHENYLS PROHIBITION..................................................................................................................................................1526) TOXIC SUBSTANCES / HAZARDOUS MATERIAL RESTRICTIONS & PROHIBITIONS..................................................................................1527) BRASS AND COPPER BLACK OXIDE COATED THREADED FASTENERERS..................................................................................................1528) PROHIBITION OF YELLOW WRAPPINGS OR PROTECTION DEVICES; RADIOACTIVE MATERIALS......................................................1529) DELIVERY SCHEDULE...................................................................................................................................................................................................1630) EXCESS QUANTITIES/EXTRAS....................................................................................................................................................................................1631) DELIVERY OF REQUIRED DRAWINGS, TEST REPORTS, SOFTWARE AND OTHER DATA.........................................................................1632) USE OF DRAWINGS AND OTHER DATA...................................................................................................................................................................1633) DISPOSITION OF DRAWINGS AND SPECIFICATIONS...........................................................................................................................................1634) SHIPPING AND LABELING INSTRUCTIONS AND DELIVERIES..........................................................................................................................1635) HEAVY MATERIAL.........................................................................................................................................................................................................1736) DOMESTIC BARGE SHIPMENTS..................................................................................................................................................................................1737) VALUE DECLARATION..................................................................................................................................................................................................1838) FREIGHT CHARGES; CARRIERS; INSURANCE........................................................................................................................................................1839) RESERVED......................................................................................................................................................................................................................... 1840) TITLE AND RISK OF LOSS (RESPONSIBILITY FOR SUPPLIES)...........................................................................................................................1841) LIENS ............................................................................................................................................................................................................................. 1842) INSURANCE....................................................................................................................................................................................................................... 1843) INDEMNIFICATION, GENERAL...................................................................................................................................................................................1944) INDEMNIFICATION, THIRD PARTY...........................................................................................................................................................................1945) INDEMNIFICATION, BUSINESS SYSTEMS................................................................................................................................................................1946) NOTICE OF PRIOR WAIVERS AND DEVIATIONS...................................................................................................................................................1947) NOTIFICATION OF FOREIGN OWNERSHIP OR FOREIGN PLACE OF PERFORMANCE................................................................................1948) LATE DELIVERY, LABOR DISPUTES, AND OTHER ISSUES.................................................................................................................................1949) ASSIGNMENT; CHANGE OF NAME; NOVATION....................................................................................................................................................2050) RESERVED......................................................................................................................................................................................................................... 2051) TAXES ............................................................................................................................................................................................................................. 2052) PAYMENTS; INVOICES; FINAL RELEASE; SET OFF...............................................................................................................................................2153) PAYMENTS FOR TIME-AND-MATERIALS AND LABOR-HOUR ORDERS........................................................................................................2154) REIMBURSEMENT LIMITATIONS FOR CERTAIN COSTS.....................................................................................................................................2255) RESTRICTION ON CERTAIN PAYMENTS & OVERTIME COMPENSATION (ORDERS TO WHICH THE COST PRINCIPLES ....AT FAR

PART 31 APPLY)...............................................................................................................................................................................................................2256) BUYER / GOVERNMENT PROPERTY..........................................................................................................................................................................2357) BUYER FURNISHED TOOLING AND MATERIAL....................................................................................................................................................2358) PROPRIETARY INFORMATION AND INTELLECTUAL PROPERTY....................................................................................................................2459) ACCESS TO PROPRIETARY DATA OR COMPUTER SOFTWARE........................................................................................................................2560) PATENTS AND COPYRIGHTS.......................................................................................................................................................................................2561) ACCEPTANCE OF WORK...............................................................................................................................................................................................2562) SURVIVING TERMS; SEVERABILITY.........................................................................................................................................................................2663) NON-WAIVER...................................................................................................................................................................................................................2664) SECTION, PART, CLAUSE, PARAGRAPH, AND OTHER HEADINGS..................................................................................................................2665) VENDOR INFORMATION REQUEST (VIR)................................................................................................................................................................2666) BANKRUPTCY..................................................................................................................................................................................................................2667) SUSPENSION OF WORK.................................................................................................................................................................................................2668) DISPUTES........................................................................................................................................................................................................................... 2769) COMPUTER SOFTWARE AND DATABASES / ANTI-VIRUS WARRANTY.........................................................................................................2770) FORCE MAJEURE.............................................................................................................................................................................................................2771) CHANGES........................................................................................................................................................................................................................... 27

PART I.2 - GENERAL PROVISIONS – FIXED PRICE...............................................................................................................2872) INSPECTION AND TEST (FIXED-PRICE ORDERS)...................................................................................................................................................2873) EXTENSION OF COMMERCIAL WARRANTY (NAVSEA) (NOV 1996) (MODIFIED).......................................................................................2874) WARRANTY OF SUPPLIES (FIXED-PRICE ORDERS)..............................................................................................................................................2875) WARRANTY OF SERVICES (FIXED-PRICE ORDERS).............................................................................................................................................2976) DEFAULT (FIXED-PRICE ORDERS).............................................................................................................................................................................29

PART I.3 – GENERAL PROVISIONS – COST REIMBURSEMENT, TIME-AND-MATERIAL, AND LABOR HOUR.........3077) INSPECTION AND TEST (COST-REIMBURSEMENT, TIME-AND-MATERIAL, AND LABOR HOUR ORDERS)........................................3078) WARRANTIES (COST-REIMBURSEMENT, TIME-AND-MATERIAL, AND LABOR-HOUR ORDERS).........................................................3079) TITLE (COST-REIMBURSEMENT, TIME-AND-MATERIAL, AND LABOR HOUR ORDERS)..........................................................................30

PART II – SPECAL PROVISIONS............................................................................................................................... 30201) COMMON STANDARD FOR CONDUCTING BACKGROUND RECORDS CHECKS OF NON-BUYER EMPLOYEES................................30202) NOTIFICATION OF PARTS AND ELECTRONICS OBSOLESCENCE AND/OR DISCONTINUATION OF PRODUCTION (MODIFIED). 32203) GOVERNMENT-INDUSTRY DATA EXCHANGE PROGRAM, NAVSEA 5252.227-9113, (Oct 2006) – MODIFIED.....................................32204) RESERVED......................................................................................................................................................................................................................... 32205) INVENTION RIGHTS – SPECIAL PROVISION...........................................................................................................................................................32206) NNPI - CONTROL OF NAVAL NUCLEAR PROPULSION INFORMATION (NNPI) & SECURITY AGREEMENT........................................32207) NNPI - CONTROL OF VISITORS AND PROCEDURES TO PROTECT NNPI.........................................................................................................34



208) RESERVED......................................................................................................................................................................................................................... 34209) QUALIFICATION OF CONTRACTOR NONDESTRUCTIVE TESTING (NDT) PERSONNEL (NAVSEA) (APR 2004)..................................34211) NNPI - NAVAL NUCLEAR PROPULSION INFORMATION SECURITY CONTROLS & ADDITIONAL SECURITY REQUIREMENTS...34212) NNPI – PROTECTION OF NAVAL NUCLEAR PROPULSION INFORMATION...................................................................................................34213) NNPI - TRANSMISSION ABROAD OF EQUIPMENT OR TECHNICAL DATA RELATING TO THE NUCLEAR PROPULSION OF

NAVAL SHIPS.................................................................................................................................................................................................................... 35214) NOTIFICATION OF CHANGES......................................................................................................................................................................................35215) RESERVED......................................................................................................................................................................................................................... 36216) DOCUMENTATION OF REQUESTS FOR EQUITABLE ADJUSTMENT (AT), NAVSEA 5252.233-9103, ALT 1 (APR 1999).....................36217) CERTIFICATIONS OF REQUESTS FOR EQUITABLE ADJUSTMENT...................................................................................................................37218) EQUITABLE ADJUSTMENTS; WAIVER AND RELEASE OF CLAIMS (AT), NAVSEA 5252.233-9107, (JAN 1983) –MODIFIED............37219) CONTRACTOR’S EMPLOYEES AND REPRESENTATIVES IN THE U.K. (Sep 1999), SSP 5252.225-9750...................................................379220) NON-DISCLOSURE AGREEMENTS (Sep 1999), SSP 5252.227-9750....................................................................................................................379221) UNLIMITED RIGHTS IN TECHNICAL DATA – NUCLEAR PROPULSION PLANT SYSTEMS........................................................................37

PART III – FAR/DFARS CLAUSES/PROVISIONS INCORPORATED BY REFERENCE.....................................38PART III.1 – GENERAL................................................................................................................................................................ 39PART III.2 – FIXED PRICE...........................................................................................................................................................51PART III.3 – COST-REIMBURSEMENT, TIME-AND-MATERIALS, AND LABOR-HOUR...................................................51

PART IV – FAR AND DFARS CLAUSES MODIFIED AND INCORPORATED IN FULL TEXT..........................52401) FAR 52.215-10, PRICE REDUCTION FOR DEFECTIVE CERTIFIED COST OR PRICING DATA (AUG 2011)...............................................52402) FAR 52.215-11, PRICE REDUCTION FOR DEFECTIVE CERTIFIED COST OR PRICING DATA – MODIFICATIONS (AUG 2011)..........53403) DFARS 252.204-7008, REQUIREMENTS FOR CONTRACTS INVOLVING EXPORT-CONTROLLED ITEMS (APR 2010).........................54

PREFACE

P.1 AMENDMENTS REQUIRED BY THE PRIME OR HIGHER-TIER CONTRACT; CHANGES TO LAWS, RULES OR REGULATIONS

The Seller agrees that it will negotiate in good faith with the Buyer relative to amendments and supplements to this letter contract/subcontract/purchase order to incorporate additional provisions herein or change existing provisions hereof, as the Buyer may reasonably deem necessary in order to comply with the provisions/clauses/requirements of the applicable prime or higher tier contract.

If the Seller feels that such change(s), amendments, or supplements to this letter contract/subcontract/purchase order causes an increase or decrease in the cost of, or time required for, performance of any part of the work under this Order, the Seller shall assert its right to equitable adjustment in accordance with the terms and conditions herein.

P.2 INCORPORATION OF APPLICABLE CLAUSES, PROVISIONS, AND OTHER REQUIREMENTSThe Federal Acquisition Regulation (FAR) and Defense Federal Acquisition Regulation Supplement (DFARS) clauses

referenced herein are incorporated herein by reference with the same force and effect as if such clauses were set forth in full text, and are applicable, along with any notes or other language following the citation of such clauses, to this subcontract.

The Contracts Disputes Act shall have no application to this subcontract/letter contract/purchase order. Any reference to a Disputes clause shall mean the disputes clause in Part I.1 herein.

P.3 SUBCONTRACTING AND SUBCONTRACTING RESTRICTIONSa) Subcontractor Eligibility.

i) Before providing export controlled technical data and/or hardware to prospective lower-tier suppliers, the Seller shall ensure that the intended recipient is eligible to receive it.

ii) As a prospective subcontractor/subcontractor to EB, Seller must satisfy the following criteria:a. Be actively certified under the U.S./Canada Joint Certification Program (“JCP Certified”) ( Applies to U.S. &

Canadian Suppliers only.);b. Be registered with the U.S. State Department, Directorate of Defense Trade Controls (DDTC) as required under

the International Traffic in Arms Regulations of the United States (the “ITAR”);c. Have developed and implemented a written Access Control Plan/Technology Control Plan (ACP/TCP) to

prevent unauthorized disclosures of export-controlled hardware and technical data. (Applies to all intended recipients at every tier.);

d. If access to Naval Nuclear Propulsion Information (NNPI) is required and Seller is eligible to receive it, Seller must have developed and implemented a written Access Control Plan/Technology Control Plan (ACP/TCP) that addresses preventing unauthorized disclosures of NNPI (Refer to Clauses 8, 207-212, and EB Certification and Representation Regarding Foreign Ownership, Control, or Influence Form No. 84-03-2205) (Applies to all intended U.S. recipients at every tier potentially needing access to NNPI. Foreign nationals may not have access to NNPI.);

e. Ensure that appropriate EB, and EB Customer approval via EB, are requested and obtained, as required, prior to disclosing export-controlled technical data, hardware, software, and information to foreign nationals, whether within the U.S. or abroad.



f. Ensure that appropriate U.S. State Department approvals and/or licenses are obtained for all prospective foreign suppliers and subcontractors before providing them with, or with access to, export-controlled hardware, technical data, software, and information;

g. Include in lower-tier solicitations and subcontracts any and all flow down provisions required to protect EB and the Government’s interests;

h. Complete and submit all certifications and representations requested by Buyer; andi. When required, submit a Small Business Subcontracting Plan (with large businesses only) (Refer to the clauses

herein relating to Small Business Subcontracting Plans, including the Clause at FAR 52.219-9 referenced in Part III.) Certain exceptions may apply. Failure to submit and negotiate a small business subcontracting plan, when required, may make Seller ineligible for award of a subcontract hereunder; and,

j. Not be, nor further subcontract with firms that are:i. debarred, suspended, proposed for debarment, or otherwise ineligible to receive a U.S. Government

contract or subcontract (applies to all intended recipients; prior written approval of the Purchaser and Purchaser’s customer is required for any exceptions.); or

ii. owned or controlled by the Government of a Terrorist Country as defined in DFARS clause 252.209-7004 entitled “Subcontracting with Firms that are Owned or Controlled by the Government of a Terrorist Country” as referenced in Part III herein. Written approval of the Buyer and the U.S. Government is required for any exceptions.

iii) Seller should consider, at a minimum, using similar criteria when evaluating Seller’s prospective subcontractors.b) Notice of Lower-Tier Subcontract Solicitation and Award. Seller shall provide written notice to Buyer prior to its

award of any subcontracts expected to equal or exceed $500,000 or 50% of the value of this Purchase Order, whichever is lesser. Seller shall provide prompt written notice to Buyer whenever it has reason to believe that the total value of all subcontracts awarder under this purchase order may exceed 70% of the total cost of this purchase order. Seller shall obtain Buyer’s approval from Buyer prior to making any commitments that would place the total of all subcontracts awarded under this purchase order over 70% of the total expected cost of this purchase order. The notification shall identify the revised cost of the subcontract effort and shall include verification that the subcontractor will provide added value as related to the work to be performed by the lower-tier subcontractor(s). Refer also to the clause in Part III titled 52.215-23, Limitations on Pass-Through Charges, for additional requirements.

c) No Cost-Plus-Percentage-Cost (CPPC) Type Subcontracts; Fee Limitations. No subcontract or modification thereof, at any tier, placed under this Purchase Order shall provide for payment on a cost-plus-a-percentage-of-cost basis, and any fee payable under cost-reimbursement type subcontracts shall not exceed the fee limitations in paragraph 15.404-4(c)(4)(i) of the Federal Acquisition Regulation (FAR).

d) Restriction on Acquisition of Facilities. Except as may be specifically provided in this purchase order, Seller shall not acquire facilities hereunder and Seller shall not direct charge to this Purchase Order the cost of any item of facilities or the alteration to a facility. For the purpose of this requirement, facilities means industrial property (other than material, special tooling, military property, and special test equipment) for production, maintenance, research, development or test, including real property and rights therein, buildings, structures, improvements, and plant equipment as defined in FAR Part 45.101 and 45.301 and DFARS 245.301.

e) Excessive Pass-Through Charges Notification. Seller must notify the Buyer, in writing, if it or any subcontractor changes the amount of lower-tier effort after award such that it exceeds 70 percent of the total cost of work to be performed under its subcontract. Refer to Part III FAR clause 52.215-23 entitled “Limitations on Pass-Through Charges”.

f) Special Consent Requirements for Certain Subcontracts. The Seller shall request and obtain the Buyer’s prior written consent prior to placing lower-tier subcontracts under this Letter Contract/Purchase Order with the following entities: To be determined.

g) Notice of Suits or Other Actions. The Seller shall give the Buyer prompt written notice of any action or suit filed or of any claim made against the Seller by any lower-tier subcontractor or vendor that, in the reasonable opinion of the Seller, may result in litigation related in any way to this letter contract/purchase order.

h) Subcontracting Restrictions. Seller shall not subcontract with parties that are debarred, suspended, proposed for debarment, or otherwise declared ineligible for the award of any contracts by any Federal Agency without the prior written approval of the Buyer and the Buyer’s Customer.

Refer to the clauses herein pertaining to export control and Naval Nuclear Propulsion Information (NNPI) as well as Part III clauses such as, but not limited to, FAR 52.209-6, “Protecting the Governments Interest when Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment”; FAR 52.225.13, “Restrictions on Certain Foreign Purchases”, etc. as well as the Part III clause entitled “DFARS 252.209-7004, Subcontracting with Firms That Are Owned or Controlled by the Government of a Terrorist Country”.

PART I - GENERAL PROVISIONS



PART I.1 - GENERAL PROVISIONS (Apply to all solicitations and contracts.)

1) ENGLISH LANGUAGE AND STANDARDSAll communications and submittals (including without limitation, reports, correspondence, drawings, notices, markings,

documentation, etc.) shall be in the English language. In cases of conflict or inconsistency with any translation into another language, the American Standard English language meaning shall take precedence.

Unless otherwise specified in writing, all documentation, work, and services provided in performance of this order shall employ the units of United States standard weights and measures as published by the United States National Institute of Standards and Technology.

2) DEFINITIONSThe clauses at FAR 2.101, Definitions and at FAR 52.202-1, Definitions, are incorporated herein by reference. Unless the

context specifies or indicates a different meaning, as used in these terms and conditions the following terms shall have the following meanings:

a) “Buyer”, “EB”, “Electric Boat”, “Electric Boat Corporation” or “Purchaser” means Electric Boat Corporation, A General Dynamics Company, having its principal place of business at 75 Eastern Point Road, Groton, CT 06340,

b) “Contract”, “Purchase Order”, or “Order”, excluding references to Buyer’s Prime Contract means this subcontract, letter subcontract, and/or purchase order which references these terms and conditions,

c) “Contract Administrator” means Buyer’s cognizant Materials Management representative identified within the Purchase Order,

d) “Contracting Officer” means the person executing the Prime Contract on behalf of the Government, and includes his or her successor or any duly authorized representative acting within the limits of his or her authority,

e) “Department of Navy” means the U.S. Department of the Navy, Naval Sea Systems Command or any duly authorized representative thereof including the Contracting Officer for the Prime Contract,

f) “Government” or “Federal” means the “United States of America”,g) “Lower-tier subcontract” means any agreement entered into by the Seller or Seller’s sub-tier supplier(s) in furtherance of

the Purchase Order,h) “Seller”, “Supplier”, or “Contractor” means the Seller, person, firm, corporation or other entity identified on the first page

of the Purchase Order or Request for Proposal or Request for Quote to whom the Request for Proposal or Request for Quote was sent or award is made,

i) “Solicitation” means the Request for Proposal or Request for Quote issued to the Seller which references these terms and conditions and from which award will be made,

j) “these terms and conditions” means this document including any attachments, exhibits or supplements thereto, andk) “Work” means all required articles, materials, supplies, goods, and services constituting the subject matter of the Purchase

Order.

3) CERTIFICATIONS AND REPRESENTATIONSSeller shall provide with Seller’s proposal a completed EB form 84-01-0751, Certification and Representations, signed by an

appropriate official of Seller’s organization. Seller agrees that such form shall be incorporated herein by reference. Seller certifies by its acceptance of the Purchase Order or performance of work hereunder that Seller's certifications and representations provided in such form are current, accurate and complete as of the time of award of the Purchase Order.

4) PUBLIC RELEASE OF INFORMATION (including NNPI) Information, data, photographs, sketches, advertising, displays, promotional brochures, or other materials related to Work

under this Purchase Order, which Seller or any Seller subcontractor desires to publish, display, or release internally, to other contractors, to Government agencies, or to the public, requires prior Buyer approval and shall be transmitted to the Buyer at least eight (8) weeks prior to the desired printing or release date.

Information and technical data described above may NOT be transmitted over the internet (except in certain cases when suitably encrypted and prior written approvals have been obtained) or posted to an internet home page. Posting information and/or technical data subject to export control on the Web is to be treated as tantamount to public disclosure.

“Information”, as used in this clause, includes descriptive or promotional material which links or relates, directly or indirectly, Seller’s product line, manufacturing facilities, or manufacturing capabilities to performance of Naval Nuclear Propulsion work. As part of Seller’s approval request, Seller shall identify the specific media to be used, as well as other pertinent details of the proposed release with consideration of the requirements of this clause.

Seller shall promptly notify Buyer should any information as described in this section be requested, subpoenaed, or otherwise sought by a court of competent jurisdiction or other judicial or administrative authority, in order to allow appropriate measures to be taken to protect the information. Under no circumstances should such information be released to such authority without the prior written approval of Buyer.

In accordance with Government policy and Buyer’s requirements, release or publication of any information, data, speeches, advertisements, press releases, photographs, promotional brochures, technical papers, and the like that is related to the material or



services produced or provided in performance of this Purchase Order whether it be Naval Nuclear Propulsion Work or otherwise, as well as reference to Electric Boat Corporation and its parent, General Dynamics Corporation, or any of their officers, agents, and employees, is prohibited unless prior EB written authorization for release or publication has been requested and obtained by Seller in writing.

This section shall survive any termination or expiration of the Purchase Order for any reason. Seller shall include the substance of this clause, including this sentence in all lower-tier subcontracts under this Purchase

Order.

5) SECURITY REQUIREMENTSa) Classified Access . If this Purchase Order requires access to classified information, special security requirements apply as

identified in the security clause in Part III entitled “FAR 52.204-2, Security Requirements (Modified)”. b) Classified Data Shipment . Classified documents shall be packaged separately and shipped in accordance with the

Security requirements of the Purchase Order to: Electric Boat Corporation75 Eastern Point RoadGroton, CT 06340Attn.: Document Custodian

In the event of conflict between the address stated above and that stated in the current Defense Security Service (DSS) Central Verification Facility, the latter shall govern.

c) Technical Data and Hardware Subject to Export Control . Refer to the clauses and provisions in these terms and conditions and the Purchase Order relating to export control. Failure to comply with export control laws and regulations may result in severe civil and criminal penalties.

d) Naval Nuclear Propulsion Information (NNPI) . NNPI, both classified and unclassified, is subject to export control under the International Traffic in Arms Regulations (ITAR) of the U.S. State Department as well as more stringent contractual access control requirements. Refer to the clauses and provisions in these terms and conditions and the Purchase Order relating to NNPI, when applicable.

6) EXPORT COMPLIANCE AND CONTROL

a) DFARS 252.204-7008, REQUIREMENTS FOR CONTRACTS INVOLVING EXPORT CONTROLLED ITEMS (Refer to this DFARS clause invoked elsewhere in these terms and conditions.)

b) Representations and Certifications . Seller represents and warrants that it either: i) is a U.S. Person as that term is defined in applicable U.S. Export Laws and Regulations (“U.S. Person”), orii) has disclosed to Purchaser’s representative in writing the country in which it is incorporated or otherwise organized

to do business, or if a natural person, all citizenships and U.S. immigration status. c) Non-U.S. Persons . Seller shall not give any non-U.S. Person access to “Export-Controlled Items”, or provide an

unauthorized “Defense Service” as such term is defined in the applicable U.S. Export Laws and Regulations (“Defense Service”) without the prior written consent of Purchaser and obtaining all required licenses and approvals. No consent granted by Purchaser in response to any Seller request under this section shall relieve Seller of its obligations to comply with U.S. Export Laws and Regulations, nor shall any such Buyer consent constitute a waiver of the requirements of U.S. Export Laws and Regulations. Seller shall incorporate the substance of this paragraph into any subcontract entered into by the Seller for the performance of any part of the work under this Purchase Order.

d) Notification . Seller will notify Buyer if any deliverable under this Contract is subject to the export control laws or regulations of Seller’s country.

e) Exports, Re-exports, Re-transfers, and Sublicensing . (Applies to the export, re-export, re-transfer, and sub-licensing of export-controlled defense articles and/or technical data by Seller or Seller’s lower-tier subcontractors.) No export, re-export, re-transfer, or sublicensing shall be made in performance of this Order or any subcontract hereunder prior to receiving: i) written approval of Electric Boat, and ii) required U.S. Government export authorization.Upon request, the Seller agrees to provide Electric Boat with the following information: name of subcontractor; full address of subcontractor including their country; role of subcontractor, a list of the defense articles and/or technical data.

f) Seller’s Export Compliance Program Manager . Seller agrees that, upon request by Buyer, it will provide the name and address of, and contact information for the person or persons responsible for the Seller’s export compliance program governing the work under this Order.

g) Disclosure of Sources, “Certification of Subcontractor Eligibility to Export”, Notifications of Export Restrictions . At Buyer’s request, Seller shall disclose to Buyer the source and manufacturer of the commodities / items to be delivered or otherwise provided in performance of this subcontract. At Buyer’s request, Seller will provide to Buyer a written “Certification of Subcontractor Eligibility to Export” related to the sources and manufacturer’s disclosed pursuant to the preceding sentence. Such certification shall include:i) A statement that Seller has verified that the source and/or manufacturer is not debarred, suspended, proposed for

debarment, nor otherwise ineligible to receive a U.S. Government contract or subcontract; and,



ii) A statement that Seller has verified the source and/or manufacturer’s U.S. State Department registration as a manufacturer or exporter of “defense articles”, as applicable.

Seller shall promptly notify EB should any deliverable under this Purchase Order be restricted in any way by export control laws or regulations. Upon request of Buyer, Seller shall provide Buyer with the USML Category Number or Export Control Classification Number (ECCN) for such deliverable(s).

If Seller has reason to believe that it will NOT be able to comply with these requirements, Seller shall promptly notify Buyer in writing and provide a reasonable explanation for such non-compliance.

h) DDTC Registration Status, Mergers, Acquisitions and Other Changes . Where Seller is a signatory with or on behalf of EB on any export license or export agreement, to include Technical Assistance Agreements (TAAs) and Manufacturing License Agreements (MLAs), Seller shall provide prompt written notification to Buyer in the event of any Seller changed circumstances that might affect Seller’s performance under this Purchase Order, including, but not limited to, name changes, mergers or acquisitions, changes in DDTC Registration status, debarment, violation or potential violation of any U.S. Export Control laws.

i) Importer of Record; Anti-Dumping Warranty; Duty-Free Entry . (Applies if the Purchase Order involves any manner of import into the customs territory of the United States.)i) Importer of Record . All imports for which EB has identified that EB will be the importer of record must be

coordinated with the EB Buyer and EB’s authorized Customs Broker prior to shipment. Seller shall be liable for any costs arising out of or related to Seller’s failure to coordinate such imports with EB Buyer and authorized Customs Broker, including any costs associated with the return of any items to Seller.

ii) Anti-Dumping Warranty . If EB is indicated as the “importer of record” in the Purchase Order, Seller agrees and warrants that all sales hereunder are or will be made at not less than fair value under the United States Anti-Dumping Laws (19 U.S.C. 1673 et seq.).

iii) Duty-Free Entry (DFE) . Seller shall coordinate all shipments under this order with the EB Buyer. If any prospective import into the United States is eligible for duty-free entry (DFE) due to (a) its classification in the Harmonized Tariff Schedule of the U.S. (HTSUS) or (b) a trade agreement, Seller shall take all actions necessary to allow Buyer to obtain DFE. If an import is not eligible for DFE due to classification or trade agreement, Seller shall determine with the EB Buyer whether the import is eligible for DFE under the Part II clause herein entitled DFARS 252.225-7013, Duty-Free Entry. If an import is eligible under the aforementioned DFARS clause, Seller shall take all actions necessary to allow Buyer to obtain DFE.

j) Export Prohibitions; Offshore Procurements . (Applies if the Purchase Order requires the export of unclassified technical data to “foreign persons” for offshore procurement of “defense articles” under a DSP-5, Offshore Procurement license (See ITAR 124.13))i) Unless otherwise expressly directed by the Buyer in writing, the Seller shall deliver, or have delivered, all of the

defense articles to be manufactured or produced in performance of this Purchase Order only to the Buyer in the United States (“U.S.”) or to an agency of the U.S. Government.

ii) The technical data of U.S. origin to be used in the foreign manufacture of defense articles shall not exceed that required for bid purposes on a build-to-print basis (build to print means producing an end-item (i.e., system, subsystem, or component) from technical drawings and specifications (which contain no process or know-how information) without the need for additional technical assistance). Release of supporting documentation (e.g., acceptance criteria, object code software for numerically controlled machines) is permissible. Build-to-print does not include the release of any information which discloses design methodology, engineering analysis, detailed process information or manufacturing know-how).

iii) The technical data shall be used only for the manufacture of the defense articles required by this Order or in performance of work required by this Order.

iv) The technical data shall not be disclosed to any other person or entity, except subcontractors in the same country, unless such person or entity is expressly authorized pursuant to an approved U.S. export license or agreement and unless prior written Buyer approval has been granted. This prohibition on the further disclosure of export-controlled technical data applies to both technical data furnished by, or on behalf of, Buyer and to any such technical data incorporated in documents generated by Seller and/or Seller’s lower-tier subcontractors.

v) Neither the Seller nor any other “foreign person” as such term is defined in the ITAR (“foreign person”), including Seller’s lower-tier subcontractors, may acquire any rights in the data.

vi) The Seller, as well as all lower-tier subcontractors at all tiers, shall return to the Buyer in the U.S., or at the Buyer’s written direction, destroy all of the technical data exported pursuant to this Order upon fulfillment of its terms.

vii) The Seller agrees to incorporate all of the prohibitions, restrictions, and limitations of this clause, including this sentence, in all lower-tier subcontracts with “foreign persons” in the approved country for manufacture of equipment and defense articles (as well as components, subcomponents, and parts thereof) for delivery pursuant to this Order.

k) Offset Credits; International . Unless otherwise stated in the Purchase Order, all offset benefit credits or countertrade credits resulting from this Purchase Order or any lower-tier subcontracts hereunder, shall accrue solely to the benefit of, and shall be the property of, Electric Boat Corporation. Such offset credits shall be applied the offset program of EB’s choice. Seller agrees to cooperate with and assist EB in securing the applicable offset credits from the applicable country’s governmental authorities.



7) EXPORT CONTROL MARKINGSeller shall place the following statement on documents containing technical data controlled by the Arms Export Control Act:

"WARNING - This document contains technical data whose export is restricted by the Arms Export Control Act (Title 22, U.S.C. Sec. 2751, et seq.) or the Export Administration Act of 1979, as amended, Title 50, U.S.C., App 2401, et seq. Violations of these export laws can result in severe criminal penalties. Disseminate in accordance with provisions of OPNAVINST 5510.161."

Seller agrees to insert in all subcontracts issued under this Purchase Order, a contract provision substantially the same as this provision, including this sentence.

8) SELLER’S ACCESS CONTROL PLAN / TECHNOLOGY CONTROL PLAN; SELLER’S CERTIFICATION UNDER UNITED STATES & CANADA’S JOINT CERTIFICATION PROGRAM; SAFEGUARDING INFORMATION AND TECHNICAL DATAa) Safeguarding Information and Technical Data . Electric Boat Corporation is a defense prime contractor of the U.S.

Government whose core business is the design and production of vessels for the U.S. Navy. Equipment and documentation (including, but not limited to, drawings, sketches, specifications, diagrams, models, equipment) associated with EB’s end product, submersibles, and other business endeavors, including discussions, telecons, or any other transfer of information and technical data, whether verbal or written, and regardless of medium or whether occurring within or outside of the U.S., shall be considered technical data for export control purposes as outlined in the International Traffic in Arms Regulations (ITAR) (22 CFR 120 et seq.).

Seller is solely responsible for ensuring that it safeguards equipment and technical data subject to export control from unauthorized disclosure and that any dissemination of such equipment and technical data is accomplished in accordance with Purchase Order requirements and applicable Government regulations. In addition, Seller should ensure that all required licenses, agreements and other approvals (including Governmental as well as written EB consent to disclose) are obtained prior to any export or disclosure to unauthorized persons or entities or any public release.

b) Access Control Plan/Technology Control Plan (ACP/TCP) . If the work performed by Seller hereunder requires or will require access to EB proprietary data, militarily critical technology and/or export-controlled technical data, Seller shall have in place a formal, written Access Control Plan/Technology Control Plan, as described below, including policies and procedures for controlling the disclosure of information to Seller’s employees, visitors, subcontractors, etc. who are not “U.S. Persons” (as defined in the International Traffic in Arms Regulations (“ITAR”)) with a “need to know”.

Unless specific prior written EB and EB Customer approval has been requested by Seller and granted, no person (including any of Seller’s employees) or entity shall be given access to militarily critical technology or technical data, including NNPI, if they are debarred, suspended, proposed for debarment, or otherwise ineligible to perform on U.S. or Canadian Government contracts or has violated U.S. export control laws.

Seller shall not provide non-eligible persons with access to EB proprietary data, militarily critical technology and/or technical data, or NNPI unless such access is permitted by U.S. DoD Directive 5230.25, by the cognizant U.S. Government Agency, or written authorization by EB.

Seller’s ACP/TCP is a documented plan developed by Seller to prevent the unauthorized export / disclosure of technical data, regardless of whether in the U.S. or abroad, to unauthorized U.S. citizens, and to any foreign concern, foreign interest, foreign national, or their representatives (U.S. citizens or otherwise), including those who are agents or employees of Seller. Seller’s ACP/TCP shall include, but not necessarily be limited to, details of Seller’s written policies and procedures to control and prevent unauthorized disclosures (including visual disclosures) of export controlled information, technical data, and hardware to other than “U.S. Persons” (as defined in the ITAR), including any of Seller’s employees or agents.

The ACP/TCP should demonstrate the Seller’s ability to appropriately secure, handle, and safeguard EB proprietary data as well as any export controlled technical data or hardware from unauthorized actual, potential or inadvertent release to persons and other entities ineligible to receive it, including those made by Seller , Seller’s employees, and Seller’s lower-tier subcontractors.

The ACP/TCP should address reasonable security measures used by Seller to prevent inadvertent access by non-U.S. citizen employees and visitors to such information. The ACP/TCP should also prescribe measures designed to ensure that access by non-U.S. citizens is strictly limited to information for which appropriate Federal Government export authorization has been obtained; e.g., an approved export license or technical assistance agreement. Unique badging, escort, segregated work areas, security indoctrination schemes, and other measures that are appropriate should be addressed in Seller’s ACP/TCP.

For the Seller to be eligible to receive access to Naval Nuclear Propulsion Information (NNPI) the ACP/TCP should address the more stringent requirements for safeguarding and controlling NNPI identified in OPNAVINST N9210.3; NAVSEA 5252.227-9100, Protection of Naval Nuclear Propulsion Information, and NAVSEA 5252.227-9101, Transmission Abroad of Equipment or Technical Data Relating to the Nuclear Propulsion of Naval Ships.



c) Certification Under the U.S./Canada Joint Certification Program (JCP) . Seller’s performance hereunder may require Seller to be certified by the US/Canada Joint Certification Program (JCP), which establishes Seller’s eligibility to receive technical data governed in the U.S., by DoD Directive 5230.25 and, in Canada, by the Technical Data Control Regulations (TDCR). JCP certification is mandatory for U.S. and Canadian contractors that require access to unclassified technical data disclosing militarily critical technology with military or space application that is under the control of, or in the possession of the U.S. Department of Defense (DoD) or the Canadian Department of National Defence (DND).

9) BUSINESS CONDUCT AND ETHICS (Refer also to the clauses herein entitled “Fraud and Falsification” and “FAR 52.203-13, Contractor Code of Business Ethics and Conduct”.)

The Seller shall be familiar with the General Dynamics Handbook entitled “General Dynamics Standards of Business Ethics and Conduct” which can be found at

http://gdeb.com/suppliers/3_doing_business_with_eb/attachments/standards_of_business_ethics_and_conduct.pdf Seller shall adhere to similar standards of ethical behavior and develop a suitable system for identifying and reporting

unethical behavior, and shall invoke similar requirements to these on its lower-tier subcontractors.

10) FOREIGN CORRUPT PRACTICES ACT PROHIBITIONS (FCPA)(Applies to U.S. and non-U.S. persons and U.S. and non-U.S. business concerns.)

The Seller warrants and represents that: a) it has not taken, and will not take, any action(s) with respect to work hereunder, that would cause it, the Buyer, and/or any

other party to be in non-compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. 78dd-1, et seq.) (“FCPA”); and

b) it has not made or solicited, and will not make or solicit, any offer, payment, promise to pay, or authorization to pay any money, gift, or anything of value to any governmental official or any political party, party official, or candidate, either directly or through an intermediary, corruptly for the purpose of influencing any official act, omission, or exercise of influence by the recipient, to assist Buyer or Seller in obtaining or retaining business.

Seller shall ensure that the substance of this clause is included in all lower-tier subcontracts.

11) COUNTERFEIT PARTS / COUNTERFEIT WORK(Also refer to the clauses herein pertaining to Inspection and Test; Warranty; Fraud and Falsification; Reduction or Suspension of Contract Payments upon Finding of Fraud or Falsification; and FAR 52.211-5, Material Requirements.)

a) Definitions and Acronyms . For purposes of this clause:i) “Authentic” means:

(1) genuine;(2) from the legitimate source claimed or implied by the marking and design of the product offered; and (C)

manufactured by, or at the behest and to the standards of, the manufacturer that has lawfully applied its name and trademark for that model/version of the material.

ii) “Counterfeit Parts” means a part, component, module, or assembly whose origin, material, source of manufacture, performance, or characteristics are misrepresented. This term includes, but is not limited to, (A) parts that have been (re)marked to disguise them or falsely represent the identity of the manufacturer, (B) defective parts and/or surplus material scrapped by the original manufacturer, and (C) previously used parts pulled or reclaimed and provided as “new”.

iii) “Counterfeit Work” means “Work” (as defined in this clause) that is or contains items misrepresented as having been designed and/or produced under an approved system or other acceptable method. The term also includes approved Work that has reached a design life limit or has been damaged beyond possible repair, but is altered and misrepresented as acceptable.

iv) “Independent Distributor” means a person, business, or firm that is neither authorized nor franchised by an Original Component Manufacturer (“OCM”) to sell or distribute the OCM’s products but which purports to sell, broker, and/or distribute such OCM products. Independent Distributors are also referred to as unfranchised distributors, unauthorized distributors, and/or brokers.

v) “OCMs” means Original Component Manufacturers.vi) “OEMs” means Original Equipment Manufacturers.vii) “Work” means those parts delivered under this contract that are the lowest level of separately identifiable items (e.g.,

articles, components, goods, and assemblies).b) New and Authentic . The Seller represents and warrants that only new and authentic components, subcomponents, parts,

material and supplies are procured, used, incorporated into, and/or delivered in performance of this order. No other material, part, or component other than a new and authentic part is to be used unless approved in advance in writing by EB.

Any use of used, reconditioned, or remanufactured supplies, or unused former Government surplus property that is authentic is not permissible unless EB and EB’s Contracting Officer or higher-tier contractor has authorized its use in writing. Any SELLER request to use such supplies must identify all actions Seller plans to take to ensure the


http://gdeb.com/suppliers/3_doing_business_with_eb/attachments/standards_of_business_ethics_and_conduct.pdf


parts/components thus procured are legitimate parts. EB’s approval of Seller’s request(s) does not relieve Seller of its responsibility to comply with all other Purchase Order requirements, including the other representations and warranties in this clause.

c) Prohibition on Counterfeits / Purchase from OEMs/OCMs . Seller shall ensure that Counterfeit Parts and Counterfeit Work are not delivered hereunder or incorporated into any end item delivered hereunder and that the Work contains no Counterfeit Parts or Counterfeit Work. The intentional or unintentional use, incorporation, or delivery of Counterfeit Parts or Counterfeit Work is strictly prohibited.

To further mitigate the possibility of the inadvertent use of Counterfeit Parts or Counterfeit Work, Seller shall only purchase authentic parts/components/products pursuant to this Purchase Order directly from the OCM/OEM, or through an OCM/OEM authorized distributor chain. Work shall not be acquired from independent distributors or brokers unless approved in advance in writing by Buyer.

Seller must make available to EB, at EB’s request, OEM/OCM documentation that authenticates traceability of the components to the applicable OEM/OCM.

d) Traceability . The Seller shall maintain a system or method of item traceability that ensures tracking of the supply chain back to the manufacturer of all Electrical, Electronic, and Electromechanical (EEE) assemblies and subassemblies being delivered per this order.

e) Conforming Material Requirement . Unless EB specifically agrees otherwise in writing, the Seller shall tender to EB (or to EB’s designee) for acceptance only material, parts and supplies that have been inspected in accordance with the inspection system and have been found by the Seller to conform with all of the requirements of this Purchase Order. Counterfeit Parts and Counterfeit Work are nonconforming regardless of their otherwise acceptable condition, quality, performance, functionality, and/or suitability for purpose.

f) Replacement . In the event that Work delivered under this Order constitutes or includes Counterfeit Parts or Counterfeit Work, Seller shall, at its expense, promptly replace such Counterfeit Work or Counterfeit Parts with genuine Work or genuine Parts conforming to the requirements of this Order. Notwithstanding any other provision in this Contract, Seller shall be liable for all costs relating to the removal and replacement of Counterfeit Parts or Counterfeit Work, including without limitation the Buyer’s costs of removing Counterfeit Work, of reinserting replacement Work and of any testing necessitated by the reinstallation of Work after Counterfeit Work has been exchanged.

g) Product Impoundment and Reporting . Counterfeit Parts or Counterfeit Work identified as such and items suspected of being counterfeit shall be impounded pending reporting to the appropriate authorities and final disposition of the items. The Seller shall be liable for all costs relating to impoundment, removal, and replacement. Electric Boat may turn such items over to the appropriate authorities, including, without limitation, Office of Inspector General, Defense Criminal Investigative Service, Federal Bureau of Investigation, for investigation and EB reserves the right to withhold payment for the items pending the results of any investigation or proceedings related to the matter. Notwithstanding any other provision of this Order, the Buyer shall be under no obligation to tender payment for any of items determined to be counterfeit.

h) Notification Requirements .i) Seller shall immediately notify EB in writing with all pertinent facts if Seller becomes aware or suspects that it has

furnished Counterfeit Parts or Counterfeit Work. When requested by EB, Seller shall provide OCM/OEM documentation that authenticates traceability of the affected items to the applicable OCM/OEM.

ii) Seller shall immediately notify EB in writing if it cannot purchase or acquire authentic components, subcomponents, parts, material and supplies directly from the OCM/OEM or through an OCM/OEM authorized distributor chain.

iii) Seller shall immediately notify EB in writing if it or any of its subcontractors at any tier cannot maintain tracking of the supply chain back to the OCM/OEM.

i) Rights and Remedies . This clause applies in addition to any quality provision, specification, statement of work or other provision included in this order addressing the authenticity of Work. To the extent such provisions conflict with this clause, notwithstanding the clause entitled “Order of Precedence” herein, this clause prevails. The remedies contained in this clause are in addition to any other rights and remedies the Buyer may have at law, equity or under other provisions hereunder.

j) Survivability . This clause shall survive the completion, expiration, or termination of this Order.k) Flow Down Requirement . Seller shall flow the requirements of this clause or substantially equivalent requirements to its

subcontractors and suppliers at any tier performing work in furtherance of this Purchase Order.

12) FRAUD AND FALSIFICATION (Refer also to the clause herein entitled “Business Conduct”.)

Seller shall include all provisions of the following text including this sentence in all lower-tier subcontracts under this Purchase Order.This Purchase Order is a subcontract or lower-tier subcontract under a Government prime contract. As such, activities

hereunder are within the jurisdiction of the U.S. Government. Any knowing and willful act to falsify, conceal, or alter a material fact, or any false, fraudulent or fictitious statement or representation in connection with the performance of work under this purchase order may be punishable in accordance with applicable Federal statutes.



Seller shall include the following statement preprinted on each Certificate of Conformance initiated by the Seller and provided to the Buyer in connection with this purchase order:

“NOTE: The recording of false, fictitious or fraudulent statements or entries on this document may be punishable as a felony under Federal Statute.”

Federal Law (18 USC 1001) provides, in part, as follows:

“Except as otherwise provided in this section, whoever, in any matter within the jurisdiction of the executive, legislative, or judicial branch of the Government of the United States, knowingly and willfully –

a) falsifies, conceals or covers up by any trick, scheme, or device, a material fact;b) makes any materially false, fictitious or fraudulent statements or representations; or c) makes or uses any false writing or document knowing the same to contain any materially false, fictitious or fraudulent

statement or entry, shall be fined under this title or imprisoned not more than 5 years, or if the offense involves international or domestic terrorism (as defined in section 2331), imnprisoned not more than 8 years, or both…”

Seller agrees that all employees or other persons engaged in or who will be engaged in the performance of work under this Purchase Order, will be, if they have not been previously, informed in writing of the above language in this clause and of the Federal criminal penalties associated with any knowing and willful falsification, concealment, or misrepresentation in connection with work performed under Government contracts and subcontracts, which includes this Purchase Order.

Any inability or unwillingness of a lower-tier supplier to comply with this provision should be documented in writing and submitted to the Purchaser.

13) REDUCTION OR SUSPENSION OF CONTRACT PAYMENTS UPON FINDING OF FRAUD OR FALSIFICATION(Also refer to the Part I clauses herein entitled “Business Conduct and Ethics” and “Fraud or Falsification” as well as the Part III clause herein entitled “FAR 52.203-10, Price or Fee Adjustment for Illegal or Improper Activity (Modified)”)

a) Seller agrees that Buyer may reduce or suspend further advance, partial or progress payments to the Seller under this Purchase Order upon a written determination by Buyer that substantial evidence exists that the Seller’s request for advance, partial, progress, or milestone (performance based payments) payments is based on fraud, misrepresentation, or falsification. This clause is in addition to any rights or remedies available to the Buyer at law or in equity.

b) Actions taken by the Buyer under this clause shall not constitute an excusable delay or force majeure under the “Default” clause or “Excusable Delay” clause of this Purchase Order or otherwise relieve the Seller of its obligations to perform under this Purchase Order.

14) ACCEPTANCE OF ORDER & TERMS AND CONDITIONS This Purchase Order, including these terms and conditions, is Purchaser’s offer to Seller. Acceptance of this offer is strictly

limited to the terms and conditions in this offer. Seller’s acknowledgement, acceptance of payment, commencement of performance, delivery of items or performance of services hereunder shall conclusively evidence acceptance of this Purchase Order as written and Seller’s agreement to comply with all the terms and conditions, specifications, and other documents that this Purchase Order incorporates by reference or attachment.

Award of this Purchase Order is expressly conditioned upon Seller’s agreement to all Purchase Order terms and conditions as set forth herein. Purchaser hereby objects to any additional or different terms contained in Seller’s acceptance or in any acknowledgement of this Purchase Order.

Differing terms in Seller’s acceptance or acknowledgement shall not be binding despite any lack of objection or protest by Buyer subsequent to such Seller acceptance or acknowledgement.

15) ENTIRE AGREEMENTa) This Purchase Order, including all references, attachments, exhibits, and supplements thereto, constitutes written

confirmation of the entire agreement between the parties. The parties shall not be bound by any other terms or conditions nor prior understandings not expressly set forth in this Purchase Order.

b) Changes to the Purchase Order are not binding on Buyer, unless they are in writing and authorized by the Buyer named on this Purchase Order or by another representative of Purchaser’s Materials Management Department.

16) ORDER OF PRECEDENCEAny conflicts or inconsistencies in this Purchase Order shall be resolved in the following order: a) Dispositioned and properly authorized VIRs (“Vendor Information Requests”),b) Supplements to the Purchase Order, c) Purchase Order exclusive of appendices, exhibits, attachments, drawings, specifications and other plans or documents, d) Appendices/exhibits/attachments, including these Terms and Conditions, in which case Parts II, III and IV shall take

precedence over Part I, and Parts I.2 and I.3 shall take precedence over Part I.1.



e) Drawings and specifications,f) Other plans or documents referenced in the Purchase Order. Seller shall immediately bring any conflicts or inconsistencies to the attention of the Purchaser in writing.

17) APPLICABLE LAW AND VENUEAny controversy or claim that may arise out of or in connection with this solicitation or Purchase Order that after good faith

negotiations cannot be resolved to both Parties’ satisfaction may be resolved by submitting the claim to a court of competent jurisdiction.

Pending resolution or settlement of any dispute arising under this Purchase Order, Seller will proceed diligently as directed by Buyer with the performance of this Purchase Order. Irrespective of the place of performance, this Purchase Order shall be governed and construed in accordance with the laws of the State of Connecticut, USA, without regard to its conflicts of laws provisions, except that any provision in this Purchase Order that is: (i) incorporated in full text or by reference from the Federal Acquisition Regulation (FAR) or; (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasijudicial agencies of the United States Government. The provisions of the “United Nations Convention on Contracts for International Sale of Goods” shall not apply to this Purchase Order, including any amendments or changes to this Purchase Order.

18) COMPLIANCE WITH LAWS; OBTAINING AND MAINTAINING APPROVALS, PERMITS AND LICENSES; WORKSITE SAFETYa) Compliance with Laws . In performing work under this Purchase Order, Seller and its subcontractors shall comply with

all applicable foreign or domestic laws, orders, rules, ordinances and regulations to include but not limited to the Occupational Safety and Health and Toxic Substance Control Acts, The Safety and Health Regulations for Ship Repairing (29 CFR 1915), and those laws and regulations pertaining to import and export control and compliance.

b) Approvals/Permits/Licenses . Except for those specifically identified in the Purchase Order as not the responsibility of the Seller, Seller agrees that it shall obtain and maintain in good standing, and shall require its lower-tier subcontractors to obtain and to maintain in good standing, all necessary and applicable approvals, permits and licenses required (including export and/or import licenses, when required) for performance of the work under this Purchase Order; pay all fees and other charges required, and shall comply with all applicable laws, codes, regulations, guidelines and directives of any local, State, and/or Federal governmental authority. Such approvals, permits and licenses shall be obtained and maintained for as long as necessary for the satisfactory completion of the Seller’s and its subcontractor’s responsibilities under this Purchase Order.

In the event of conflict between the laws of a foreign country and U.S. laws, U.S. laws shall take precedence. Any such potential conflicts shall immediately be brought to the attention of the Buyer.

The cost of such permits, licenses, and compliance, to include the costs associates with any movement over the public highways of overweight/over dimensional loads and hazardous materials, is deemed to be included in the cost or price stated in this Purchase Order.

Seller agrees to insert the substance of the above paragraph in all lower-tier subcontracts under this Purchase Order.c) Access to EB Premises . Access by non-U.S. citizens to Purchaser's property/worksite is prohibited unless approved in

writing by Purchaser. d) Worksite Safety . While on Purchaser’s owned or controlled property/worksite(s), Seller, its agents, employees, and

subcontractors shall comply with all of Purchaser's safety and security rules and regulations to include but not limited to those identified in the clauses below entitled “Work on Buyer’s Owned or Controlled Premises/Property/Work Site” and “Standards of Conduct for Visitors.”

e) Failure to Comply & Default Remedies . In the event of Seller’s failure to comply with this Section, Purchase may, in addition to any other remedies that may be available to Purchaser at law or in equity, without notice and an opportunity to cure, (i) terminate this Purchase Order for Default, or for Convenience at the Purchaser’s sole option, if Seller is unable to obtain and maintain the necessary approvals, licenses, and/or permits, or if Seller fails to comply with any of the provisions of this clause, or (ii) deny access to or expel from Purchaser’s property/worksite, any employee, subcontractor or agent of Seller found violating any of the provisions of this section. Failure by Seller or its subcontractors to comply with this section shall in no event constitute an excusable delay or force majeure event.

19) FAILURE TO OBTAIN REQUIRED EXPORT / IMPORT LICENSESFailure of the United States (U.S.) Government or any other government to issue any required export or import license, or

withdrawal/termination of a required export or import license by the U.S. Government or any other government, shall relieve Buyer of its obligations under this subcontract. Provided that Seller has diligently pursued obtaining such license and, through no fault of Seller, such license has been denied, withdrawn, or terminated, Seller shall also be relieved of its obligation(s) under this subcontract. In either event, the Buyer may terminate this subcontract without additional cost or other liability whatsoever.



20) WORK ON BUYER'S OWNED OR CONTROLLED PREMISES / PROPERTY / WORKSITEFor purposes of this clause, the term “Buyer’s owned or controlled premises/property/worksite” shall also include work under

this Purchase Order performed on any EB, EB Customer, and Government owned or controlled premises/property/worksite, including vessels.

a) Non-U.S. Citizens . Access by non-U.S. citizens to Buyer’s owned or controlled premises/property/worksite is prohibited unless approved in writing by Buyer in advance. Permanent Residents (i.e., “green card” holders) are not U.S. citizens.

b) Access to EB Premises . If Seller's work under the Purchase Order involves operations by Seller on Buyer's owned or controlled premises/property/worksite, Seller, its agents, employees, and subcontractors, shall take all necessary precautions and such additional precautions as Buyer may prescribe, to prevent the occurrence of any injury to persons or damage to property during the performance of such work.

c) Insurance . Seller shall maintain such insurance coverage, including Workers’ Compensation and, as applicable, Federal Longshore coverage and Jones Act coverage, as may be required by this Purchase Order (Refer to Part I clause entitled “Insurance”.). Failure to file the required Certificate of Insurance with Buyer may result in access to Buyer’s owned or controlled premises/property/worksite being denied. Certificates should be filed with the Buyer named on this Purchase Order or solicitation ten (10) days prior to the start of work. Seller shall flow down the requirements of this clause to its agents and subcontractors.

d) Compliance with Laws, Rules, and Regulations . Seller agrees that it or its agents, employees, or subcontractors will abide by all the current statutory, regulatory or Buyer rules and regulations governing security, safety, and prohibition of alcohol and drugs while on Buyer's owned or controlled premises/property/worksite.

e) Default - In addition to any other remedies that Buyer may be entitled to, Buyer may, without notice and an opportunity to cure: (i) terminate this Purchase Order for Default if Seller fails to comply with any of the provisions of this clause; or (ii) expel from Buyer’s owned or controlled premises/ property/worksite, any employee, subcontractor or agent of Seller found to be violating any of the provisions of this clause.

f) Health and Safety - Regardless of where work is being/is to be performed hereunder, the Seller shall take all reasonable precautions to protect the health and safety of employees; members of the Government; members of Government agencies; and of the public.

g) Joint Certification Program (JCP) - Due to the nature of Buyer’s business, access to Buyer’s owned or controlled premises for any purpose requires verification of an active JCP number assigned by the Defense Logistics Information Service (DLIS) to U.S. and Canadian entities, unless an exception is approved by Buyer’s Security office. The JCP application form and further information are available at http://www.logisticsinformationservice.dla.mil/jcp/Default.aspx.Representatives of foreign entities (entities not organized to do business in the U.S.) must have an approved foreign visit request. Contact the Buyer’s Procurement Representative or visit host for more information. Dual Citizenship – Unless prior written Buyer approval has been requested and received, U.S. citizens who hold “dual citizenship” in another country will not be permitted access to Buyer owned or controlled premises. Permanent residents (e.g., “green card” holders) are not U.S. citizens and will not be permitted access to Buyer owned or controlled premises unless prior written Buyer approval has been requested and received.

21) STANDARDS OF CONDUCT FOR VISITORS For purposes of this clause, the term “Buyer’s owned or controlled premises” shall also include work under this Purchase Order performed on any EB, Customer, or Government owned or controlled premises/ property/worksite, including vessels.

Seller agrees that it, its agents, employees, and subcontractors will abide by the following standards and shall ensure that these standards are provided to the aforementioned prior to any visit to Buyer’s owned or controlled premises/property/worksite.

a) PROHIBITION ON PERSONALLY OWNED COMPUTERS, CAMERAS, CELL PHONES, SMART PHONES AND/OR PDA’s EQUIPPED WITH A CAMERA, VIDEO OR AUDIO RECORDER CAPABILITY –

Neither computers nor cameras, cell phones, smart phones (e.g., “Blackberry”, “iPhone”, etc.), and/or PDAs equipped with a camera, video or audio recorder may be brought onto Buyer’s owned or controlled premises.

Certain exceptions for bringing company-owned (not personally-owned) computers onto Buyer’s owned or controlled premises may apply provided prior written EB approval has been granted. Additional EB written permissions are needed to connect to any EB network or IT (Information Technology) resource.

Computer peripherals (including without limitation flash drives and thumb drives), and/or PDAs that have been approved to be brought onto Buyer’s owned or controlled premises, may NOT be connected to any EB network or IT resource without additional prior written EB approval.

Personally owned PDA’s and cell phones NOT equipped with a camera, video or audio recorder may be brought onto Buyer’s owned or controlled premises but may NOT be connected to any EB network or IT resource without additional prior written EB approval.

b) INSPECTION – All computer peripherals (including without limitation flash drives and thumb drives), cell phones, “smart phones”, and/or PDAs (collectively “PEDs” [Personal Electronic Devices]) that have been approved to be brought onto EB owned or controlled premises must be inspected by EB Badge Control or Gate Security and a small white sticker with the EB logo must be applied prior to entrance into the facility.



All items brought onto Buyer’s owned or controlled premises are subject to search and/or inspection and must be surrendered, when requested.

c) EB STANDARD CLAUSE 10-89, “CONTRACTOR SAFETY, HEALTH AND REGULATIONS MANUAL” – The Seller and persons requiring access to Buyer’s owned or controlled premises shall comply with the requirements contained in the General Dynamics – Electric Boat document entitled, “Contractor Safety, Health and Regulations Manual”, (Revision in effect on the date of RFQ/RFP or date of award) which may be viewed online at EB’s Web Site www.gdeb.com.

d) BACKUP ALARMS ON SUBCONTRACTOR VEHICLES – Commercial vehicles (all vehicles used to perform work or provide a service on behalf of a company) in the EB shipyard or on other of Buyer’s owned or controlled premises shall have a functional backup alarm or utilize an individual (company employee, EB employee or other) as a safety spotter when backing up.

e) EB VISITOR CONTROL – 860-433-1313 for Groton, CT and 401-268-2470 for Quonset Point.f) VISITOR PASSES/BADGES –

i) All visitors are required to possess and plainly display their assigned pass/badge on the upper, left front side of their body. Passes and temporary or visitor badges must be returned when exiting the Facility.

ii) The information contained on a Visitor Pass/Badge may NOT be modified or changed except by an authorized representative of the EB Security Department.

iii) Visitors issued "ESCORT REQUIRED" passes must always be accompanied by their assigned escort. iv) Visitors issued "NO ESCORT REQUIRED" passes must stay within their assigned work area(s). v) Shipboard Access is NOT authorized unless indicated on the reverse side of the Visitor Pass. Uncleared visitors must

be under continuous escort while onboard. g) MATERIAL PASSES/COMPUTER PASSES –

i) Material/Computer passes are required for the removal of hardware or software from the plant. Material/Computer passes must be signed by an authorized representative of EB.

ii) No classified material may be removed without going through the Electric Boat Classified Document Control Center. h) SAFETY EQUIPMENT – Hard hats, safety glasses, hearing protection, and other appropriate safety equipment must be

worn in all posted areas. i) RADIATION DOSIMETERS – Radiation Dosimeters must be worn in all posted areas. j) ELECTROSTATIC DISCHARGE BRIEFING – Visitors will comply with requirements of the Electrostatic Discharge

Briefing, if this briefing is determined to be necessary by the visitor's Hosting Department. k) PERSONAL CONDUCT – The following acts or omissions while on Buyer's owned or controlled

premises/property/worksite or onboard ships located on Buyer's owned or controlled premises/property/worksite, may result in the revocation of visitor privileges and/or immediate expulsion from Buyer’s owned or controlled premises: i) Willful damage to, or unauthorized removal of, property belonging to Buyer, Buyer's employee, the Government, or

another visitor. ii) Disobedience or insubordination to persons in authority or failure to identify oneself upon request. iii) The possession or use of alcohol or non-prescription drugs and narcotics or entering the plant under the influence of

illegal drugs or alcohol.iv) Possession of firearms, weapons, cameras, cell phones with camera capability, or any other devices with still picture,

video, or sound recording capabilities.v) Smoking at a time or place not authorized. vi) Willful violation of or disregard for health, safety, security, traffic, parking lot, or other EB rules and regulations. vii) Solicitation of employees for donations to or membership in organizations, circulation of petitions, sale of tickets or

merchandise, and the like without specific approval. viii) Entering Buyer's property without proper authorization or deliberately permitting another person to use one’s badge.ix) Gambling, participating in lotteries, or any other games of chance. x) Committing any acts of violence, fighting, or exhibiting any improper or immoral conduct.xi) Violation of any governmental laws and regulations.

l) DEFAULT – In addition to any other remedies Buyer may be entitled to, Buyer may, without notice and an opportunity to cure: i) terminate this Purchase Order for Default if Seller fails to comply with any of the provisions of this clause; or ii) expel from Buyer’s owned or controlled premises/property/worksite, any employee, subcontractor or agent of Seller

found violating any of the provisions of this clause.

22) INDEPENDENT CONTRACTOR / NO AGENCYSeller is an independent contractor. Seller shall: (i) have exclusive control and direction over its employees' performing of the

work; and (ii) be responsible for all payroll functions for its employees. No persons employed by Seller or Seller's subcontractors shall be deemed an employee of Purchaser for any reason.

Except as otherwise expressly set forth elsewhere herein, nothing in these terms and conditions or the Purchase Order, shall create or imply an agency relationship between the Parties hereto, nor shall they be deemed to constitute a joint venture, teaming agreement or teaming arrangement, or a partnership between the Parties.


http://www.gdeb.com/


Neither party shall have the implied or express right or authority to assume or to create any obligation on behalf of, or in the name of, the other party through its acts, omissions, or representations.

23) SITE CONDITIONSIf Seller is required to install or supervise the installation of equipment or to perform services at Purchaser's owned or

controlled site(s) or its customer’s site, Seller shall inspect the location of the work at Purchaser's owned or controlled site(s) or its customer’s site and be familiar with its condition at the time of award of this Purchase Order. In no event shall either Seller's failure to inspect the site prior to the award of this Purchase Order, or any circumstance that Seller should reasonably have discovered through such site inspection constitute a basis for any claim for increased cost or additional time for performance.

24) MERCURY EXCLUSION, NAVSEA (MAR 1998) - MODIFIEDMercury or mercury containing compounds shall not be intentionally added or come in direct contact with hardware or

supplies furnished under this contract. Unless expressly identified and authorized in this purchase order, all goods, components, hardware, and/or supplies delivered

under this Purchase Order shall not be, contain, or have come in direct contact with mercury, mercury compounds or with any mercury containing device employing a single boundary of containment. Mercury contamination will be cause for rejection of the goods and correction or replacement shall be at Seller’s expense.

25) POLYCHLORINATED BIPHENYLS PROHIBITIONUnless expressly identified and authorized in this purchase order, Seller shall not employ equipment or use or deliver material

that is known or suspected of containing polychlorinated biphenyls (PCBs) and EB will not accept, store or dispose of any PCBs or items containing known or suspected PCBs. PCB contamination will be cause for rejection of the goods and correction or replacement shall be at Seller’s expense.

26) TOXIC SUBSTANCES / HAZARDOUS MATERIAL RESTRICTIONS & PROHIBITIONS(Also refer to Part III, FAR 52.223-3; 52.223-11; and 52.223-12.)

Purchaser will not accept, store or dispose of any toxic substances or hazardous material except as and to the extent, if at all, expressly provided for in this Purchase Order.

In particular, paints or primers on products required by this Purchase Order which contain the following components shall not be shipped without prior written approval by the Purchaser: arsenic, mercury, lead, chromates, or organo-metallic material.

Materials containing asbestos shall not be provided by Seller without Purchaser's prior written permission. If specifications and standards permit other materials, those permitted materials shall be used in lieu of asbestos.

In addition, materials which contain any of the toxic or hazardous substances as specified by OSHA 29 CFR 1910.1001 – 1910.1052 are specifically prohibited from being delivered under this Purchase order unless prior written approval is granted by the Electric Boat Corporation’s Industrial Hygiene Department or unless the Purchase Order by its terms specifies the delivery of such materials.

For all material or items containing toxic or hazardous substances, Seller shall provide all relevant information pursuant to the Occupational Safety and Health Act (OSHA) regulations 29 CFR 1910.1200 including a completed Material Safety Data Sheet (MSDS) and the mandated labeling information.

Refer also to the clauses in these Terms and Conditions entitled FAR 52.223-3, Hazardous Material Identification and Material Safety Data and 252.223-7001, Hazard Warning Labels as well as the other clauses herein addressing packing, packaging, and labeling.

27) BRASS AND COPPER BLACK OXIDE COATED THREADED FASTENERERSSeller shall not use brass or copper black oxide coated threaded fasteners when installing or replacing threaded fasteners in the

accomplishment of any work required by this Purchase Order.

28) PROHIBITION OF YELLOW WRAPPINGS OR PROTECTION DEVICES; RADIOACTIVE MATERIALSa) SELLER SHALL NOT USE YELLOW WRAPPING MATERIAL OR ATTACHED YELLOW PROTECTION DEVICES

SUCH AS CAPS OR PLUGS. b) Radioactive Materials and Materials Associated with Radioactive Material . The following items shall not be brought

onto Electric Boat Corporation owned or controlled property, without prior written approval by the EB Radiological Controls Dept.: i) Yellow plastic wrapping materials

(1) Bags(2) Herculite(3) Polyethylene Sheeting

ii) Radioactive Materialiii) Radiation Measurement Equipmentiv) Yellow coveralls, hoods & shoe covers that could be mistaken as Anti-Contamination clothing. (Yellow rain coats are

permitted.)



v) Any items bearing the standard radiation symbol. (10 CFR 20.203 & ANSI N2.1)vi) Any materials which convey or imply a message concerning radioactivity (e.g., signs, labels, warning ribbons, etc.)

Note: Electric Boat Corporation uses yellow/magenta mesh ribbon and yellow/magenta rope to identify radiation areas. Seller shall not bring these into the shipyard.

29) DELIVERY SCHEDULEExcept as otherwise provided in this Purchase Order, Seller shall, at all times, proceed diligently to properly perform the work

under this Purchase Order.All delivery dates set forth on the Purchase Order are firm, unless otherwise stated therein. Seller shall not anticipate Buyer’s requirements and, unless specifically provided in the Purchase Order, Seller shall not make

material commitments or production arrangements in excess of the amount, or in advance of the time, necessary to meet the delivery schedule.

Buyer shall have the right to return to Seller at Seller’s expense, goods shipped to Buyer in advance of the scheduled delivery date, unless early shipment is authorized in writing by the Buyer.

In all delivery schedules established under this Purchase Order, TIME IS OF THE ESSENCE, and it is required that delivery be made in accordance with the schedule established herein.

30) EXCESS QUANTITIES/EXTRASUnless otherwise specified in this Purchase Order or approved by Purchaser in writing, Seller shall not: a) Make partial shipments of individual line items; b) Make shipments more than 90 days in advance; or c) Ship quantities in excess of those specified in this Purchase Order.

Purchaser shall have no obligation to return or pay for any quantities in excess of those specified in this Purchase Order. For all other shipments not meeting the requirements of this clause, Purchaser may return the shipment or store early deliveries

at Seller's cost.

31) DELIVERY OF REQUIRED DRAWINGS, TEST REPORTS, SOFTWARE AND OTHER DATAAll drawings, procedures, manuals, forms, test reports, software (including software documentation) and other Seller provided

data ("Seller Data") shall comply with the requirements of this Purchase Order and shall be delivered to Purchaser on or before the time specified in this Purchase Order in accordance with the instructions provided in the Purchase Order or as directed by Buyer.

Purchaser may withhold payment if Seller fails to deliver any Seller Data in accordance with the requirements of this paragraph.

When furnished with the shipment, Seller shall enclose all required documents and data in the first box of the shipment and mark, “CERTIFICATES AND/OR TEST REPORTS ENCLOSED”.

32) USE OF DRAWINGS AND OTHER DATAAll the drawings, technical manuals, and other design data, including revisions thereof, required for performance of this

purchase order shall be followed and used without change or deviation, unless a change thereto or a deviation therefrom is authorized in writing by the Buyer or the Government and incorporated into this purchase order or by disposition of a VIR that addresses such change or deviation.

In the event that any drawing, technical manual, or item of design data, or any revision thereto, is identified by the Seller or its lower-tier subcontractor(s) as being in conflict or inconsistent with any other drawing, technical manual, or item of design data, or any revision thereof, or with any part of the requirements of this purchase order, the Seller shall not proceed with the work affected thereby, but shall refer any such conflict or inconsistency to the Buyer for resolution.

33) DISPOSITION OF DRAWINGS AND SPECIFICATIONS Unless otherwise specified, upon completion of work by Seller under this Purchase Order, Seller shall promptly return to

Buyer all drawings, specifications, and other data or papers furnished by Buyer in connection herewith together with all copies or reprints then in Seller’s possession or control, and Seller shall thereafter make no further use of any such drawings, specifications, data or papers or of any information derived from them without Buyer’s prior written consent.

This restriction does not apply in the event:a) The Seller obtains such drawings, specifications, data, or papers, or any information derived from them legally from

another source; or b) Such drawings, specification, data, or papers are Government property and the Government, directly or indirectly,

authorizes such further use by Seller.However, nothing in this clause shall be deemed to reduce or contravene any rights in technical data or computer software that

the Seller or a lower-tier subcontractor at any tier can legitimately assert under the clauses of this Purchase Order dealing with rights in technical data and/or rights in computer software and computer software documentation.

34) SHIPPING AND LABELING INSTRUCTIONS AND DELIVERIES



a) General. Detailed information about EB requirements pertaining to: Preparing to Ship, Receiving, Labeling, Traffic and Routing Instructions, Packing, Packaging, Mercury Contamination Notice to Vendor and Restricted or Prohibited materials may be found at EB’s Web Site www.gdeb.com.

b) Deliveries by U.S. citizens only . The Electric Boat Corporation can only allow access to EB facilities for deliveries by motor freight drivers who are citizens of the United States of America. Due to the nature of EB’s business, exceptions will not be made. i) U.S. citizens who hold “dual citizenship” in another country will not be permitted access. ii) Permanent Residents (i.e., “green card” holders) are not U.S. citizens and will not be permitted access. Along with a driver’s license, all drivers must be able to provide a birth certificate that has been embossed or stamped by the county of birth or a passport that proves United States of America citizenship.

c) Asbestos Warning . Materials containing asbestos shall not be provided without Purchaser's prior written permission. Asbestos is a human carcinogen which represents a hazard. Any asbestos or asbestos containing material permitted to be supplied on this order must be annotated on the packing list and must be identified accordingly with appropriate OSHA approved labels or tags to inform all personnel who handle or work with the material of the potential asbestos hazard.

d) Marking & Labeling . i) Unless otherwise provided in the Purchase Order, Seller shall show the EB Purchase Order Number and ship material

to the delivery point specified in the Purchase Order.ii) All material supplied under this Purchase Order must be identified.iii) The packing list must include identification for each item, group of items, or subassembly contained in each package,

box, or crate including loose or disassembled parts not identified as line items on this Purchase Order.iv) If the Seller’s identification number for an item is different from the number by which it was ordered, the packing

list must cross-reference the numbers. v) Seller shall clearly mark each shipping package, container, crates or boxes, container label, packing list, bills of

lading, express receipts, all shipping documents as well as the invoice and other correspondence and instruments in connection with this Purchase Order with the Purchase Order number, the item number, the EB part number, and the release number, if applicable. Seller shall also include the assigned National Stock Number, when applicable.

vi) For container labels, Seller shall also provide the following additional information: (1) Shipper's name and address; (2) Consignee Name; (3) Number of packages; (4) Gross and net weight; and (5) Number of pieces per carton.

vii) When furnished with the shipment, Seller shall enclose all required documents and data in the first box of the shipment and mark, CERTIFICATES AND/OR TEST REPORTS ENCLOSED.

viii) Government inspection forms, affidavits, and the like shall be mailed by Seller to Purchaser on the date of shipment or, in the case of services, on the date of completion.

ix) Bills of lading, chemical and physical test reports, if required, and other required documentation shall be mailed to Buyer by Seller not later than the day after shipment is made, or in the case of services, on the day after completion.

e) Return of Containers . All containers, drums, carboys, and the like to be returned to shipper shall be shipped to Purchaser on a no-charge or consignment basis unless otherwise specified in this Purchase Order. Seller shall provide Purchaser with clear direction for their return. When required to be returned, Purchaser shall be liable for payment for only such containers as it does not return within a reasonable time given the circumstances.

f) Toxic Substances and Hazardous Material Marking . Seller shall mark packages and paperwork with all markings and labeling as may be required to comply with any law and regulation, including those OSHA marking requirements for shipments of material or items containing toxic or hazardous substances.

g) Additional Export and Import Marking Requirements . If material is being exported from or imported into the U.S., additional packing and paperwork labeling may be required to comply with export/import regulations (refer to the U.S. International Traffic in Arms Regulations and/or Export Administration Regulations, as applicable) as well as duty-free entry requirements, if applicable (refer to the Part III Duty-free Entry clause contained herein).

35) HEAVY MATERIALNotwithstanding any other instructions, material on this Order is to be packaged to facilitate forklift handling.Seller shall mark DELIVER ON FLAT BED TRAILER when shipping single articles that exceed 4000 pounds or that do not

adapt to safe unloading with a standard forklift truck greater than seven (7) feet in length.Deliveries of such material made in open or closed top box trailers may be refused. Exemption from the requirements of this

clause may be requested on a case basis by contacting Buyer’s Traffic Administrator at 860-433-5935 or Buyer’s Receiving Department at 860-433-5240 (Groton, CT) or 401-268-2500 (Quonset Point, RI) at least 24 hours prior to the anticipated delivery.

36) DOMESTIC BARGE SHIPMENTS




All barge shipments to be made in performance of this Purchase Order shall be coordinated with the EB Buyer named on this Purchase Order. Seller shall notify the EB Buyer named on this order and Purchaser’s Traffic Administrator at 860-433-5935 at least 30 calendar days prior to shipment by domestic barge.

37) VALUE DECLARATIONSeller shall not insure for excess value via any mode of transportation. For shipments at Purchaser's risk in which freight rates

are based on released value, Seller shall declare the lowest value on the bill of lading. For shipments at Purchaser's risk via domestic air freight, air freight forwarder, and Parcel Post, Seller shall insert the notation NVD (no value declared).

38) FREIGHT CHARGES; CARRIERS; INSURANCEUnless otherwise specified in this Purchase Order, if transportation is chargeable to the Purchaser, the Purchaser will pay

freight charges and insurance. Seller shall ship to Purchaser on a freight collect basis using Purchaser's preferred carrier. Seller is to ship material freight collect in accordance with Purchaser’s “Traffic Routing Guide” using a Purchaser’s preferred carrier identified on its “Freight Carrier Listing”, both of which may be found on EB’s Web Site at www.gdeb.com (click on “Suppliers”, Click on “Purchase Order Info”.)

To request deviations to the above and for all shipments over 10,000 pounds, contact the Purchaser’s Traffic Department, area code (860) 433-5935, for specific routing.

Purchaser will not accept C.O.D. shipments unless expressly provided for in the Purchase Order.

39) RESERVED

40) TITLE AND RISK OF LOSS (RESPONSIBILITY FOR SUPPLIES) a) Title . Unless this Purchase Order specifically provides for earlier passage of title elsewhere, title and ownership rights to

supplies, components, materials, tooling, special test equipment acquired or furnished under this Purchase Order or for which the Seller is paid or reimbursed under this Purchase Order shall pass to the Buyer or to the Government, as applicable under Buyer’s Prime contract, upon the earliest of the following:i) formal acceptance by Buyer, regardless of when or where the Buyer or the Government takes physical possession; or ii) the point specified in any progress payment or milestone payment (performance-based payment) clause applicable to

this Purchase Order; oriii) the point specified in the Buyer Furnished Tooling and Material clause applicable to this Purchase Order; or iv) the point specified in the Government Property clause applicable to this Purchase Order; or v) the point specified in any other provision of this Purchase Order.

b) Risk of Loss or Damage . Unless the Purchase Order specifically provides otherwise, risk of loss of or damage to supplies shall remain with the Seller until, and shall pass to the Buyer upon:i) Delivery of the supplies by Seller to a carrier, if transportation is f.o.b. origin; or ii) Acceptance by the Buyer or delivery of the supplies to the Buyer at the destination specified in the Purchase Order,

whichever is later, if transportation is f.o.b. destination. Risk of loss of or damage to Buyer-owned or Buyer-furnished property or to Government-Owned or Government-furnished Property provided for use in performance of this Purchase Order or which is in Seller’s or Seller’s lower-tier subcontractors’ (when authorized in writing to be provided by Seller to a lower-tier subcontractor) custody, care, or control shall remain with Seller until delivered in good condition to Buyer, the Government, or their designee.

c) Risk of loss of or damage to supplies shall not pass from Seller to Buyer for supplies that so fail to conform to Order requirements so as to give a right of rejection. The risk of loss of or damage to such nonconforming supplies remains with the Seller until cure or acceptance. After cure or acceptance, paragraph (b) of this clause shall apply.

d) Under paragraph (b) of this clause, the Seller shall not be liable for loss of or damage to supplies caused by the negligence of officers, agents, or employees of the Buyer acting within the scope of their employment.

41) LIENS All material, supplies, and goods delivered; all equipment, hardware, software, and services furnished; as well as labor

performed under this Purchase Order shall be free of all liens, claims, charges and encumbrances of any kind, legal or equitable. Upon request, Seller shall furnish Purchaser with formal written releases from Seller's subcontractors. Purchaser may discharge, or cause to be discharged, any lien, claim, charge or encumbrance if Seller, at Purchaser’s request,

fails to do so and Seller shall reimburse Purchaser for the reasonable costs thereof, including attorney’s fees. Seller agrees that if EB has provided the Seller with advance funding, milestone payments, progress payments, or other

funding prior to completion of the work required by this order and delivery, as appropriate, that EB shall have a lien against Seller to the extent of such funding.

42) INSURANCE In addition to the insurance requirements set forth in the revision of EB Standard Clause 17-44, Insurance Requirements, in

effect on the date of award of the Order, which standard clause is incorporated herein by this reference with the same force and effect as if invoked in full text, if this Order will require access to, or work on, a Government installation, Seller shall obtain and




maintain the coverage required by this subcontract and shall name the Buyer and the U.S. Government as additional insureds and Seller shall require its lower-tier subcontractor(s) at any tier who will require access to, or work on, a Government installation to do likewise.

STANDARD CLAUSE 17-44 IS AVAILABLE ON EB’S SUPPLIER WEBSITE AT WWW.GDEB.COM UNDER “PURCHASE ORDER INFO” UNDER “PURCHASE ORDER STANDARD CLAUSES”. BY ITS ACCEPTANCE OF THE ORDER IN ACCORDANCE WITH THE ACCEPTANCE CLAUSE OF THESE TERMS AND CONDITIONS, SELLER ACKNOWLEDGES THAT IT HAS READ AND FULLY UNDERSTANDS THE REQUIREMENTS SET FORTH IN STANDARD CLAUSE 17-44.

43) INDEMNIFICATION, GENERAL Seller agrees to indemnify and to hold EB harmless to the full extent of any loss, damage, or expense (including reasonable

attorney's fees), including, but not limited to, any amount withheld from EB's contract with its Customer, arising out of or related to any negligence or willful misconduct on the part of Seller or any failure by Seller or its subcontractors at any tier to comply with the terms and conditions herein and/or in the Purchase Order or any other laws, regulations or ordinances (including, but not limited to, those dealing with export control and compliance, Cost Accounting Standards, DFARS 252.242-7005, and the Truth in Negotiations Act (TINA)). Notwithstanding anything to the contrary stated or implied elsewhere, Seller agrees that this indemnification is not subject to any limitation of Seller's liability whatsoever.

44) INDEMNIFICATION, THIRD PARTY Seller hereto shall indemnify, hold harmless and defend the Buyer and Buyer’s Customer and their respective affiliates,

directors, officers, and employees against any and all claims, losses, damages, causes of action, and expenses (including but not limited to reasonable attorney’s fees) (“Damages”) for the death or personal injury to any person, or for injury to or destruction of tangible property, if and to the extent such Damages directly or indirectly arise out of, relate to or are in connection with any negligent act or omission, or the intentional action or inaction, of Seller.

45) INDEMNIFICATION, BUSINESS SYSTEMS In addition to any other remedies provided for in this Purchase Order or by law, if Buyer is subjected to any withholding or

other liability under DFARS 252.242-7005, included in Buyer’s prime contract, as a result of any act or omission by Seller or its subcontractors that causes the Government to determine that Buyer’s business systems have a significant deficiency or deficiencies under the criteria in DFARS 252.242-7006, 252.234-7002, 252.215-7002, 252.242-7004, or 252.244-7001, or causes the Government to determine that Buyer failed to comply with FAR 52.203-13, then Seller shall indemnify and hold Buyer harmless to the full extent of any loss, damage, or expense (including reasonable attorneys’ fees) resulting from such act or omission. Buyer shall further be authorized to withhold from payments to Seller under this Purchase Order an amount equivalent to the amount withheld from Buyer by the Government to the extent such withholding was caused by Seller’s act or omission.

46) NOTICE OF PRIOR WAIVERS AND DEVIATIONS In the event the Seller is providing or proposing to provide to the Purchaser an item: (i) that has previously been provided to

the Navy for inclusion as Government Furnished Material (GFM) on a previous ship or Class of Ships, or (ii) that the Seller is developing for the Navy under this or another Government program, the Seller shall immediately notify Purchaser in writing indicating any specification differences, waivers and/or deviations that were or are in effect for such item(s).

47) NOTIFICATION OF FOREIGN OWNERSHIP OR FOREIGN PLACE OF PERFORMANCE Seller shall provide written notice to Buyer within ten (10) days following the date Seller first became aware of the potential

for the following changes or thirty (30) days prior to the effective date of the changes described in this clause, whichever is earlier: a) a foreign interest acquiring the power, direct or indirect, whether or not exercised, and whether or not exercisable through

the ownership of Seller's securities, by contractual arrangements or other means, to direct or decide matters affecting the management or operations of Seller; or

b) Seller relocating the place of performance, in whole or in part, outside the United States.c) Seller merging with or being acquired by a foreign entity or interest, regardless of whether or not it is or will be a

company organized to do business under the laws of the United States and regardless of whether Seller is itself a foreign entity or interest prior to such merger or acquisition.

48) LATE DELIVERY, LABOR DISPUTES, AND OTHER ISSUES d) Late Delivery . Seller shall provide Purchaser with prompt written notice of any events that will or could cause a delay in

delivery under this Purchase Order.e) Labor Disputes . If the Seller has knowledge that any actual or potential labor dispute is delaying or threatens to delay the

timely performance of this Purchase Order, the Seller shall immediately give written notice, including all relevant information, to the Buyer.

f) Other Delays . Seller shall provide Purchaser with prompt written notice, including relevant information, when it has knowledge that any permits, licenses, or other approvals required for the performance of this purchase order are unable to be obtained or have expired, been cancelled, suspended, revoked, or otherwise rendered invalid.



g) The foregoing notices as provided in this section shall be informational only, and shall in no way affect the rights or remedies available to Purchaser nor be construed as a waiver by Buyer of any delivery schedule or data, or of compliance with any other Order requirements by the Seller.

49) ASSIGNMENT; CHANGE OF NAME; NOVATION a) Neither this Purchase Order nor the benefits or obligations thereof shall be assigned or novated by Seller except with

the prior express written consent of the Buyer. Without such consent, assignment or novation (i.e., transfer) of this Order shall be void and shall be cause for termination of this order for default (or, for termination for convenience, at Purchaser’s sole option). Such a termination shall not be an exclusive remedy and shall be in addition to any other rights at law or in equity available to the Purchaser.

Any consent provided by Buyer pursuant to the preceding paragraph is conditional upon the parties, including Seller’s transferee, assignee, etc. executing an assignment agreement, change-of-name agreement, novation agreement, and/or other appropriate documentation acceptable to Buyer. Seller remains responsible for ensuring that no unauthorized exports and/or disclosures of export-controlled equipment, hardware, and information occur. Consent by the Purchaser to an assignment or novation of the work to be performed hereunder is not to be construed as approval for the Seller or its successor to act contrary to any applicable law(s), rule(s), regulation(s), or contract term(s) including those dealing with security and export control.

Although a change of name by Seller does not require Purchaser’s consent, Seller agrees to execute a Change of Name Agreement pertaining to this purchase order when requested by Buyer.

Seller shall ensure that any potential assignee or transferee: i) is not debarred, suspended, or otherwise ineligible from receiving a Federal contract or subcontract; andii) agrees, and is able to, fully comply with all Order terms and conditions, including those dealing with export control

and control of Naval Nuclear Propulsion Information (NNPI); andiii) is not a foreign entity or any foreign organization (including foreign subsidiaries and affiliates of the Contractor)

(unless prior written approval by Buyer; Buyer’s Customer and, when required, the U.S. Government has been granted); and

iv) has developed and implemented an Access Control Plan/Technology Control Plan to prevent the unauthorized disclosure of equipment or technical data, including the more stringent control requirements for NNPI; and

v) will not increase the cost or price to the Purchaser or its customer.Seller agrees that:(1) it shall remain liable for any lack of satisfactory performance by any assignee or transferee hereto; and(2) if payment by EB is to be made directly to the assignee, such payment(s) made by EB satisfy EB’s obligations

to Seller for payment for the goods or services as invoiced. b) Seller may assign its rights to be paid amounts due or becoming due from EB, to a financial institution without the prior

consent of Buyer if Buyer is promptly furnished written notice thereof, including (a) written authorization by Seller for EB to make payment to the financial institution in lieu of to the Seller indicating that such a payment will satisfy EB’s obligation to Seller and (b) a signed copy of such authorization of assignment of payment. Seller agrees that Buyer shall in no way be held liable if delays in payment result from Buyer complying with or attempting to comply with Seller’s assignment of its right to payment pursuant to this paragraph.

c) Purchaser may assign its rights, including the right of exercise of any option(s), and its obligations under this Purchase Order or any part of this Purchase Order to the Government or to any other shipyard or entity designated by the Buyer or the Government at any time. In the event of acceptance of assignment by the Government or other assignee, Seller agrees to look solely to the Government or other assignee for payment. Buyer shall provide Seller with reasonable written notice of such assignment.

50) RESERVED

51) TAXESSeller shall pay all applicable foreign and domestic taxes, assessments and/or duties assessed against Seller for the goods prior

to delivery to Purchaser under this Purchase Order, except that, with the exception of the below bulleted list of purchases, any applicable Connecticut sales or use tax will be paid by the Purchaser directly to the State under direct payment permit Form AU621 CT Tax Registration Number no. 8622094-000. Those purchases for which sales and use taxes will not be paid under EB’s Connecticut direct payment permit are as follows:

a) Tangible personnel property incorporated in new construction to real property;b) Meals or lodging;c) Motor vehicles, vessels, aircraft, and snowmobiles;d) Telecommunications services; e) Utilities (gas, electricity, and heating fuel);f) Purchases made with Procurement Cards (P-Cards); andg) Tangible personnel property consumed or incorporated in the installation, maintenance, and repair of utility mains, lines,

poles, pipes, and other facilities located within a public right of way.



52) PAYMENTS; INVOICES; FINAL RELEASE; SET OFF(Refer also to the clause herein entitled “Payments for Time-and-Materials and Labor-Hour Orders”.)

a) Invoices . Seller shall submit all invoices using Purchaser’s Vendor Payment Approval (“VPA”) electronic invoice submittal system. . It is Seller’s responsibility to ensure Seller is registered with EB to use the VPA system. Seller must contact the EB Materials Management Buyer named on this purchase order if Seller is not registered, and ensure registration is complete within thirty (30) days following award of this Order.i) Invoice submittals should include any accompanying documentation required by the purchase order.ii) Invoices shall be accurate and complete and contain all of the information required by this Purchase Order. Unless

otherwise specified in this Purchase Order, Seller shall only invoice for acceptable items delivered, work actually performed, and/or services actually rendered.

iii) If services are being invoiced, the invoice should contain a description of the services performed; by whom, if applicable; and the work product being delivered and/or being invoiced for.

iv) Authorized travel expenses should be broken down by individual; should identify the purpose of the travel; and should include the dates of travel, destination(s), an itemization of the expenses by type and by date, and should include receipts and any other documentation required substantially support such travel expenses as required by this purchase order.

v) Invoices for payment shall be supported by such documents in such form as the Purchaser may reasonably request and shall bear such certifications as may be required by law, regulations, or this Purchase Order.

vi) Unless otherwise agreed by Purchaser in writing, Seller shall issue separate invoices for each shipment against this Purchase Order.

b) Payment Terms and Discounts for Prompt Payment. i) Discounts for prompt payment, if any, and payment terms are as specified in the purchase order.

When the term “Net ____” (days) or “N/____” days is used on this order, it shall mean that payments are to be mailed by Purchaser within the number of days specified from the date an acceptable invoice is received by the Purchaser’s Accounts Payable Department or from the date that all invoiced items are received by Purchaser, whichever is later. Any offered discount will form a part of the award, and will be taken if Purchaser makes payment within the discount period agreed upon and identified in the Purchase Order.

ii) In connection with any discount offered for prompt payment, notwithstanding a date specified on the invoice, time shall be computed from the date that the Purchaser receives an acceptable invoice or from the date that all invoiced items are received by Purchaser, whichever is later. For the purpose of computing the discount earned, payment by Purchaser shall be considered to have been made on the date that appears on the payment check or, for an electronic funds transfer, the specified payment date. When the discount date falls on a Saturday, Sunday, or legal holiday when Federal offices are closed, payment may be made on the following business day.

(iii) Except as otherwise expressly provided by this purchase Order, all payments are contingent on acceptance of the supplies or services by the Purchaser. Payment shall not be conclusive of acceptance.

(iv) If Purchaser does not fully pay Seller's original invoice due to certain deficiencies, Seller must submit a new invoice for any remaining amounts due after Seller corrects the deficiency that caused the partial payment.

c) Final Release . If requested by Purchaser or if required elsewhere in this Purchase Order, the Seller shall execute and deliver at the time of, and as a condition precedent to final payment under this Purchase Order, a release discharging Purchaser, its officers, employees, and agents; and the United States of America, its officers and agents, from any and all claims, demands and liabilities whatsoever arising out of or by virtue of this Purchase Order.

d) Set-Off . Purchaser may set-off any amount(s) due from Seller to Purchaser, liquidated or unliquidated, against payments due to Seller under this or any other purchase order. For example, any credit or credit memo from Seller may be set-off against any amounts payable by Purchaser and the net amount remitted.

53) PAYMENTS FOR TIME-AND-MATERIALS AND LABOR-HOUR ORDERS (Also refer to the clause herein entitled “PAYMENTS; INVOICES; FINAL RELEASE; SET OFF”.)

a) Hourly rate(s) . i) The amounts charged shall be computed by multiplying the appropriate hourly rates prescribed in this Purchase

Order by the number of direct labor hours performed. The rates shall include wages, indirect costs, general and administrative expense, and profit. Fractional parts of an hour shall be payable on a prorated basis. Unless otherwise specified, invoices may be submitted once each month to Purchaser. Seller shall substantiate invoices by evidence of actual payment and by individual daily job timecards, or other substantiation as requested by Purchaser.

ii) Purchaser may unilaterally issue a modification requiring the Seller to withhold amounts from its billings until a reserve is set aside in an amount that the Purchaser considers necessary to protect the Purchaser's interests up to 5 percent of the amounts due under this paragraph not to exceed $50,000. The amounts withheld shall be retained until final payment under this Purchase Order and a final release, if requested by Purchaser, has been provided.



iii) Unless otherwise specified, the hourly rates in the Purchase Order shall not be varied by virtue of Seller having performed work on an overtime basis. If no overtime rates are provided in this Purchase Order and overtime work has been approved in advance by the Purchaser, overtime rates shall be negotiated during performance. Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of this Purchase Order. If this Purchase Order provides rates for overtime, the premium portion of those rates will be reimbursable only to the extent the overtime is approved by the Purchaser.

b) Materials and subcontracts (if specified in this Purchase Order) . i) Purchaser will determine allowable costs of direct materials in accordance with Subpart 31.2 of the Federal

Acquisition Regulation (FAR) in effect on the date of this Purchase Order. Direct materials, as used in this clause, are those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service.

ii) Seller may include reasonable and allocable material handling costs in the charge for material to the extent they are clearly excluded from the hourly rate. Material handling costs are comprised of indirect costs, including, when appropriate, general and administrative expense allocated to direct materials in accordance with the Seller’s usual accounting practices consistent with Subpart 31.2 of the FAR.

iii) Purchaser will reimburse Seller for supplies and services purchased directly for this Purchase Order when Seller has made payments of cash, checks, or other forms of payment for these purchased supplies or services; or will make these payments determined due in accordance with the terms and conditions of a subcontract or invoice; and ordinarily within 30 days of the submission of the Seller’s invoice to Purchaser.

iv) Purchaser will not reimburse Seller for any costs arising from the letting, administration, or supervision of performance of the subcontract, if the costs are included in the hourly rates payable under this clause.

v) Seller shall give credit to Purchaser for cash and trade discounts, rebates, scrap, commissions, and other amounts that have accrued to the benefit of Seller, or would have accrued except for the fault or neglect of Seller.

vi) If the nature of the work to be performed requires Seller to furnish material that Seller regularly sells to the general public in the normal course of business, the price to be paid for such material, notwithstanding the other requirements of this paragraph, shall be on the basis of an established catalog or list price, in effect when the material is furnished, less all applicable discounts to the Purchaser, provided that in no event shall such price be in excess of the Purchaser’s sales price to its most favored customer for the same item in like quantity, or the current market price, whichever is lower.

c) Total Cost . It is estimated that the total cost to Purchaser for the performance of this Purchase Order shall not exceed the ceiling price set forth in the Purchase Order and the Seller agrees to use its best efforts to perform the work specified in this Purchase Order and all obligations under this Purchase Order within such ceiling price. If at any time Seller has reason to believe that the hourly rate payments and material costs that will accrue in performing this Purchase Order in the next succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 75 percent of the ceiling price in this Purchase Order, Seller shall notify Purchaser giving a revised estimate of the total price to the Purchaser for performing this Purchase Order with supporting reasons and documentation.

d) Ceiling price . Purchaser shall not be obligated to pay Seller any amount in excess of the ceiling price in this Purchase Order, and Seller shall not be obligated to continue performance if to do so would exceed the ceiling price set forth in this Purchase Order, unless and until Purchaser shall have notified Seller in writing that the ceiling price has been increased and shall have specified in the notice a revised ceiling that shall constitute the ceiling price for performance under this Purchase Order. When and to the extent that the ceiling price set forth in this Purchase Order has been increased, any hours expended and material costs incurred by Seller in excess of the ceiling price before the increase shall be allowable to the same extent as if the hours expended and material costs had been incurred after the increase in the ceiling price.

54) REIMBURSEMENT LIMITATIONS FOR CERTAIN COSTSIf Purchaser will be reimbursing Seller for certain costs or expenses, unless prior EB written approval has been granted, Seller

shall only be entitled to those amounts determined by Purchaser to be allowable in accordance with this Purchase Order and Subpart 31.2 of the Federal Acquisition Regulation (FAR) in effect on the date of this Purchase Order.

If Seller is an educational institution meeting the applicable FAR requirements, then substitute Subpart “31.3” for “31.2”. Any unallowable costs approved by EB must be segregated and properly identified as such by Seller when invoicing.Furthermore, Seller shall not direct charge to this Purchase Order the cost of any facility or the alteration to a facility or any

item of “facilities”, including “plant equipment”, as defined in FAR Part 45.301, Definitions, without Purchaser’s prior written consent. Refer also to the clause herein entitled “Subcontracting and Subcontracting Restrictions”.

55) RESTRICTION ON CERTAIN PAYMENTS & OVERTIME COMPENSATION (ORDERS TO WHICH THE COST PRINCIPLES AT FAR PART 31 APPLY)a) Payment for Overtime Premiums . In performance of this Purchase Order, Seller shall comply with, and shall require its

subcontractors to comply with, all applicable laws and regulations pertaining to compensation and payment of overtime.Unless otherwise specified in the Purchase Order, Seller shall obtain Purchaser's written permission prior to requiring

employees to perform work under this Purchase Order for which the employees will be eligible to receive overtime



premium pay as defined in FAR 22.103 except that prior approval shall not be required if the overtime premium is paid for work— i) Necessary to cope with emergencies such as those resulting from accidents, natural disasters, breakdowns of

production equipment, or occasional production bottlenecks of a sporadic nature; ii) By indirect-labor employees such as those performing duties in connection with administration, protection,

transportation, maintenance, standby plant protection, operation of utilities, or accounting; iii) To perform tests, industrial processes, laboratory procedures, loading or unloading of transportation conveyances,

and operations in flight or afloat that are continuous in nature and cannot reasonably be interrupted or completed otherwise; or

iv) That will result in lower overall costs to the Purchaser and/or Government. Any overtime premium pay that is paid to Seller's employees for work performed under this Purchase Order for

which Seller has failed to obtain Purchaser's prior written approval, except as stated above, shall be an unallowable cost under this Purchase Order.

b) Any request for estimated overtime premiums shall include all estimated overtime required for Purchase Order completion and shall –i) Identify the work on which the requested overtime will be used, together with present workload, staffing, and other

data of the affected work sufficient to permit the Purchaser to evaluate the necessity for the overtime;ii) Demonstrate the effect that denial of the request will have on the contract delivery or performance schedule;iii) Identify the extent to which approval of overtime would affect the performance or payments in connection with other

Purchaser’s purchase orders, together with identification of each affected purchase order; andiv) Provide reasons why the required work cannot be performed by using multishift operations or by employing

additional personnel. c) Other . Man-hour costs (whether straight-time or overtime) and transportation costs for Seller personnel or Seller's

subcontractor personnel traveling to or from worksites, including travel to worksites other than the Seller's facility for performance of the work shall not be an allowable cost under this Purchase Order. The restriction on travel costs contained in the previous sentence shall apply only to payments for travel time before or after the workers' regular shifts and does not apply to legitimate travel costs incurred in performance of this Purchase Order during normal working hours, provided that those costs are otherwise reasonable, allocable, and allowable as determined in accordance with FAR Part 31 and DFARS Part 231.

Reimbursement for travel, lodging, and per diem are also subject to the clause above entitled “Subcontractor Travel and Per Diem Costs”.

The restrictions on the allowability of travel costs do not apply to manufacturer's representatives when specifically required by the Purchase Order specifications.

56) BUYER / GOVERNMENT PROPERTY a) Property furnished as-is . If Purchaser or Government property is furnished in conjunction with this Purchase Order, it

shall be furnished "as is." b) Risk of loss or damage. Unless otherwise noted in the Purchase Order, Seller shall assume the risk of, and be responsible

for, any loss, destruction of or damage to property provided to Seller by the Purchaser or the Government while such property is in Seller’s possession or control.

Excluding property authorized to be consumed in the performance of this Purchase Order, Seller shall return such property in as good a condition as when received except for reasonable wear and tear, or in the case of property to be overhauled or repaired, in such better condition as may be required by the terms of this Purchase Order.

c) Other . Seller shall control and maintain Government or Purchaser furnished property in accordance with a system that meets the requirements of FAR Subpart 45.5 and DFARS Subpart 245.5 and, for Government property, the clause herein entitled Government Property. The requirements related to accounting for Purchaser or Government property shall also apply to scrap, provided, however, that Purchaser may authorize or direct Seller to omit from inventory schedules any scrap consisting of faulty castings or forgings or of cutting and processing waste, such as chips, cuttings, borings, turnings, short ends, circles, trimmings, clippings, and remnants, and to dispose of such scrap in accordance with Seller's normal practice and account for it as a part of general overhead or other reimbursable costs in accordance with Seller's established accounting procedures.

57) BUYER FURNISHED TOOLING AND MATERIAL If Buyer furnishes or pays for tooling or material, Seller agrees: a) that all dies, tools, jigs, fixtures, designs, drawings, patterns, and any other property or special items, which the Buyer

specifically pays for or which are furnished by Buyer without charge, shall be and remain the property of Buyer or the Government; that they shall be subject to removal upon Buyer's instructions; that Seller shall be responsible for all loss or damage thereto, reasonable wear excepted, until they are delivered to Buyer; and that same shall be;i) appropriately segregated, marked as the property of Buyer and in the absence of specific instructions from Buyer to

the contrary, numbered with the part made, in order to accurately identify same at all times, ii) kept in good working condition, and



iii) used exclusively for the production of goods for Buyer and subjected to no other use except with the written permission of Buyer.

Title to Buyer-owned or Buyer-furnished property shall not be affected by its incorporation into or attachment to any property not owned by them respectively, nor shall such property become a fixture or lose its identity as personal property by being attached to any real property.

b) that all material furnished by Buyer without charge hereunder shall likewise be and remain the property of Buyer; that Seller shall be responsible for all loss or damage including manufacturing errors thereto, reasonable wear excepted, until such material is delivered to Buyer; and that such material received from Buyer for the performance of this Order shall be properly segregated and marked; and upon completion, cancellation or termination of this Order, all such material, tools, etc., shall be held free of charge for six months by Seller pending instructions from Buyer; and in the absence of such instructions within the six (6) months, Seller shall be entitled after ten (10) days notice in writing to Buyer, to store same at Buyer's expense.

c) that unless otherwise specified in the Government Property clauses herein or in the Purchase Order, Seller shall be entitled to retain all cutting and processing waste such as chips, cuttings, borings, turnings, short ends, circles, trimmings, clippings and remnants. Seller shall make proper credit allowances to the Buyer for the scrap value of such waste in determining the price of this order. All spoiled partially manufactured materials, parts, and assemblies including those damaged in handling shall remain as Buyer-furnished material and shall be held by Seller for disposition by Buyer.

d) that the cost of transportation of Buyer-furnished material to the location of the Seller shall be paid by Buyer. e) if Seller is furnished or acquires Government-owned property for use in connection with this order, (i) Seller shall comply

with the provisions of FAR Subpart 45.5 and (ii) such Government property shall also be governed by the Government Property clause of these terms and conditions.

58) PROPRIETARY INFORMATION AND INTELLECTUAL PROPERTYa) Purchaser’s Information . Except to the extent that information is clearly in the public domain, all information provided

by Purchaser to Seller during the performance of this Purchase Order and all improvements, modifications and derivations thereto shall be deemed to be the proprietary information of Purchaser. Seller agrees: i) to hold Purchaser's proprietary information in confidence and to protect it from release to third parties; ii) to disclose Purchaser's proprietary information only to Seller's employees who have a need-to-know and only after

they have been made aware of the proprietary nature of the information; and iii) to use such proprietary information solely for the purposes of performing this Purchase Order. The restriction on release to third parties contained in this paragraph will not apply to release by the Seller to subcontractors that Seller uses in the performance of this Purchase Order provided the Seller includes a provision substantially the same as this paragraph in each lower tier subcontract.

b) Seller’s Information . Unless specified to be delivered under this Purchase Order and unless properly marked in accordance with the DFARS clauses invoked herein, Seller shall not provide or disclose any equipment, information, technical data, computer software or computer software documentation (“Information”) that Seller considers to be proprietary, business sensitive, confidential, or to have limited or restricted rights to Purchaser or its representatives.

Unless properly marked and in the absence of an appropriate written agreement to the contrary, except as stated above, no information (including knowledge or information about Seller’s products, methods, or manufacturing processes which Seller may disclose to Buyer incident to the performance of the work under this order) furnished to Purchaser (whether documentary, oral, visual or otherwise) shall be considered confidential or proprietary or require any particular handling or precaution or have any restriction on Purchaser's right to use, modify, reproduce, perform, display, release, or disclose such information in whole or in part, in any manner, and for any purpose whatsoever, and to have or authorize others to do so.

Accordingly, such Information shall be deemed to be acquired free from any restrictions and shall be deemed to have been disclosed as part of the consideration for this Purchase Order and Seller agrees not to assert any claim (other than a claim for patent infringement) against Buyer by reason of Buyer’s use or alleged use thereof. It is Seller’s responsibility to control its employees inadvertent disclosure to Buyer of Information not intended to be disclosed.

c) Non-Incorporation of Seller’s Information . Seller shall not incorporate any patented, proprietary, business sensitive, or limited rights Information, technical data, process, hardware, or software into any item proposed to be designed, modified, manufactured, produced, or delivered under this Purchase Order without notifying Buyer in advance and receiving Buyer’s prior written concurrence.

d) Intellectual Property (Refer also to the clause entitled “Patents and Copyrights”). I) SELLER WARRANTS THAT THE ITEMS, SERVICES, AND WORK PERFORMED OR DELIVERED UNDER

THIS ORDER WILL NOT INFRINGE OR OTHERWISE VIOLATE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY IN EITHER THE UNITED STATES OR IN ANY FOREIGN COUNTRY.

ii) In addition to the Government’s rights in data and inventions, Seller agrees that the Buyer (Electric Boat Corporation) in performance of its prime contract and higher-tier contract obligation(s) , shall have an unlimited, irrevocable, world-wide, paid-up, royalty-free right to make, have made, sell, offer for sale, use, execute, reproduce,



display, perform, distribute (internally or externally) copies of, and prepare derivative, and authorize others to do any, some, or all of the foregoing, any and all, inventions, discoveries, improvements, mask works and patents as well as any and all data, copyrights, reports, and works or authorship, conceived, developed, generated or delivered in performance of this Order.

e) Ownership. All reports, memoranda or other materials in written form, including machine readable form, prepared by Seller pursuant to this Order and furnished to Buyer by, or on behalf of, Seller hereunder shall become the sole property of the Buyer (Electric Boat Corporation).

59) ACCESS TO PROPRIETARY DATA OR COMPUTER SOFTWAREa) Performance under this Purchase Order may require that the Seller have access to technical data, computer software, or

other sensitive data of another party who asserts that such data or software is proprietary. If access to such data or software is required or is otherwise to be provided, the Seller shall enter into a written agreement with such party prior to gaining access to such data or software. The agreement shall address, at a minimum, i) access to, and use of, the proprietary data or software exclusively for the purposes of performance of the Work

required by this Purchase Order; andii) safeguards to protect such data or software from unauthorized use or disclosure for so long as the data or software

remains proprietary. In addition to the above, such agreement shall allow Buyer and Government or their employees the same access to such data or software, as provided to Seller. A copy of the executed agreement shall be provided to the Buyer. The Buyer may unilaterally modify the Purchase Order to list those third parties with which the Seller has agreement(s).

b) The Seller agrees to:i) indoctrinate its personnel who will have access to the data or software as to the restrictions under which access is

granted;ii) not disclose the data or software to another party or other Seller personnel except as authorized by the Buyer;iii) not engage in any other action, venture, or employment wherein this information will be used, other than under this

Purchase Order, in any manner inconsistent with the spirit and intent of this requirement;iv) not disclose the data or software to any other party, including, but not limited to, joint venturer, affiliate, successor,

or assign of the Seller; andv) reproduce the restrictive stamp, marking, or legend on each use of the data or software whether in whole or in part.

c) The restrictions on use and disclosure of the data and software described above also apply to such information received from the Buyer through any means to which the Seller has access in the performance of this Purchase Order that contains proprietary or other restrictive markings.

d) The Seller agrees that it will promptly notify the Buyer of any attempt by an individual, company, or Buyer representative not directly involved in the effort to be performed under this Purchase Order to gain access to such proprietary information. Such notification shall include the name and organization of the individual, company, or Buyer representative seeking access to such information.

e) The Seller shall include the requirements of this clause in subcontracts of any tier which involve access to information covered by paragraph A.

60) PATENTS AND COPYRIGHTS(Refer also the Part II clause entitled “Invention Rights – Special Provision” as well as the Part III clauses dealing with Patents.)

Seller shall not offer to provide or provide any product or other item to Purchaser if Seller has knowledge of any alleged or actual infringement of a patent, license, registered trademark, or copyright related to that product and Seller shall notify the Buyer in writing whenever it becomes aware of any alleged or actual infringement of a patent, license, registered trademark, or copyright related to any product related to this Order. In addition, if Purchaser requests Seller to perform work that Seller believes, in its reasonable discretion, could cause Seller or Purchaser to infringe a patent, license, registered trademark, or copyright, if performed, Seller shall promptly notify Purchaser of the pertinent details and shall not proceed with the work until the matter is resolved.

EXCEPT TO THE EXTENT THAT FAR 52.227-1, AUTHORIZATION AND CONSENT, AS INVOKED IN PART III HEREIN, MAY APPLY TO AN ALLEGED PATENT INFRINGEMENT, SELLER SHALL INDEMNIFY AND HOLD HARMLESS AND, IF REQUESTED, DEFEND PURCHASER AND ITS CUSTOMER, ITS OFFICERS, AGENTS, DIRECTORS, AND EMPLOYEES AGAINST ANY CLAIMS, LOSSES, COSTS INCURRED, OR EXPENSES (TO INCLUDE REASONABLE ATTORNEY’S FEES) FOR ANY ALLEGED AND/OR ACTUAL INFRINGEMENT OF PATENTS, LICENSES, REGISTERED TRADEMARKS OR COPYRIGHT, ARISING OUT OF SELLER'S PERFORMANCE, (INCLUDING MANUFACTURE OR DELIVERY OF SUPPLIES, THE PERFORMANCE OF SERVICES, OR THE CONSTRUCTION, ALTERATION, MODIFICATION, OR REPAIR OF REAL PROPERTY (“CONSTRUCTION WORK”) UNDER THIS PURCHASE ORDER, OR OUT OF THE USE OR DISPOSAL BY OR FOR THE ACCOUNT OF PURCHASER OR THE GOVERNMENT OF SUCH SUPPLIES OR CONSTRUCTION WORK) BROUGHT AGAINST PURCHASER OR ITS CUSTOMERS AS A RESULT OF SUCH ALLEGED AND/OR ACTUAL INFRINGEMENT.

61) ACCEPTANCE OF WORK (Refer also to the Part III and Part IV clauses herein addressing Inspection and Acceptance.)



Purchaser will accept services performed and goods delivered under this Purchase Order, or give Seller notice of rejection, within a reasonable time after completion of all required performance and deliveries, notwithstanding any prior payments made or prior tests or inspections performed. Determination of a reasonable time shall take into consideration the nature and complexity of the services performed or goods delivered, but in no event shall such time be less than forty-five (45) days. Notice of rejection may be given in any reasonable form, including but not limited to Quality Notifications, Discrepancy Reports, Inspection Reports, Engineering review sheets, annotations on Shipping Instructions or communications via telephone, e-mail, facsimile, or other correspondence.

Inspections and tests by the Buyer and/or Government do not relieve the Seller of responsibility for defects or other failures to meet Purchase Order requirements. No inspection, test, delay, failure to inspect or test, or failure to discover any defect or other nonconformance shall relieve Seller of any of its obligations under this Purchase Order or impair any rights or remedies of Purchaser or Purchaser’s customers.

62) SURVIVING TERMS; SEVERABILITYThe Proprietary Information and indemnity clauses; the clauses dealing with Naval Nuclear Propulsion Information and export

control; and any other clause or provision contained herein or in the Purchase Order that specifically states that it shall survive termination shall in each case survive any termination, expiration or cancellation of this Purchase Order.

If any part, term, clause, or provision of this Purchase Order contravenes any law of a federal, state or local government having jurisdiction over this Purchase Order, that part, term, or provision shall be inoperative in that jurisdiction, and the validity of the remaining portions or provisions shall not be affected thereby.

63) NON-WAIVERNo waiver by Purchaser of any breach by Seller of any of its obligations shall constitute a waiver of any subsequent breach of

the same or other obligations. No payment made hereunder shall be deemed an acceptance or approval of any defective or unsatisfactory material or workmanship, or a waiver of Purchaser's right to later reject the same. Purchaser's failure to insist on strict performance at any time shall not constitute a waiver by Purchaser of the requirement for strict performance by the Seller at all subsequent times. The rights and remedies provided in this agreement are in addition to others provided by law; any failure to state a right or remedy herein does not constitute a waiver of such right or remedy.

64) SECTION, PART, CLAUSE, PARAGRAPH, AND OTHER HEADINGS The section, part, clause, paragraph and other headings provided herein are for convenience only and shall not limit in any way

the scope or interpretation of any provision or clause of this Purchase Order.

65) VENDOR INFORMATION REQUEST (VIR) Seller may submit requests for changes to, or interpretation of, purchase order requirements, specifications or plans on

Purchaser's Vendor Information Request (VIR) Form, No. 84-01-2205 (available on EB’s Web Site www.gdeb.com) If the Seller has been registered and approved to participate in the Purchaser’s SPARS (Shipyard Partners and Suppliers) program, VIRS may be submitted to EB electronically through the SPARS approved, secure website at (case sensitive) https://sparsves.gdeb.com/ebspars/Auth. Sellers who are not eligible to receive Naval Nuclear Propulsion Information (NNPI) or other export controlled technical data will need to submit written VIRS to the EB Buyer for processing.

The SPARS system is a secure network for transmittal of unclassified data up to and including unclassified NNPI (U-NNPI). Technical data subject to export control may NOT be otherwise transmitted over the internet.

Although Seller is required to only tender conforming material for Buyer acceptance, VIRS shall also be used for any Seller requests for acceptance of nonconforming material.

VIRs shall not be used to effect changes that affect the price or delivery schedule. Such changes shall only be made through written modification of this Purchase Order. A dispositioned VIR applies only to the item for which it is submitted; the resolution may not be extended to any other item under the same or another Purchase Order without Purchaser's express written consent.

Seller’s Certification of Conformance shall include a list of any VIRs submitted against the item(s) being certified. The listing shall include, at a minimum, the VIR number, the date closed, and the VIR disposition. If a Certification of Conformance is not required to be provided with the shipment, Seller shall include the listing of VIRs, if any, on its packing list for such shipment.

66) BANKRUPTCY In the event the Seller enters into proceedings relating to bankruptcy or insolvency, whether voluntary or involuntary, the

Seller agrees to furnish to Purchaser, by certified mail, written notification of such bankruptcy or insolvency proceeding within five days of the initiation of such proceedings. Such notification shall include the date of filing, the identity of the court in which the petition was filed, and a listing of all of Purchaser's orders against which final payment has not been made or under which deliverable items have not been delivered. The obligation to notify Buyer in accordance with this clause remains in effect until final payment under this Purchase Order.

67) SUSPENSION OF WORK (Refer also to the PART III clause entitled “Stop Work Order”)




Purchaser may, by written notice, suspend work under this Purchase Order at any time. Upon receipt of such notice, Seller shall immediately comply with its terms and, during the work suspensions, take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the suspension notice. If the suspension of work ordered under this paragraph results in an increase in the time required for, or in the Seller's cost properly allocable to, the performance of any part of this Purchase Order, the Seller may request an equitable adjustment in accordance with the provisions elsewhere herein. Upon mutual agreement, when appropriate, the Purchaser shall make an equitable adjustment in the delivery schedule or Purchase Order price or both. Seller shall assert its right to an adjustment no later than 20 calendar days after the work suspension is lifted.

68) DISPUTES The parties will attempt to settle in good faith all disputes arising under, or relating to, this Purchase Order. The parties will

attempt to resolve the matter at the lowest practicable level and, if the representatives at such level can not resolve the dispute within a reasonable time, the matter shall be referred to appropriate levels of their respective managements. If the parties are unable to resolve the dispute within a reasonable time thereafter, each party shall have all rights and remedies available to it at law and in equity.

Seller shall bring any dispute arising under, or relating to this Purchase Order within two (2) years after the cause of action for such dispute accrues.

Notwithstanding any provisions herein to the contrary, if a decision is made by the Contracting Officer under the prime contract which decision also affects this Purchase Order, said decision, if binding upon Purchaser under the prime contract, shall in turn be binding upon Purchaser and Seller insofar as it relates to this Purchase Order. If Purchaser elects to appeal such a decision pursuant to the “Disputes” clause in Purchaser’s prime contract, any decision from such an appeal, if binding upon Purchaser under the prime contract, shall in turn be binding upon Purchaser and Seller insofar as it relates to this Purchase Order.

Pending final resolution of any decision, appeal, or judgment of any proceedings relating to this Purchase Order, or the settlement of any dispute arising under this Purchase Order, Seller shall proceed diligently with the performance of this Purchase Order.

69) COMPUTER SOFTWARE AND DATABASES / ANTI-VIRUS WARRANTYThe Seller shall test all computer software and/or databases, as defined in the clause entitled Rights in Noncommercial

Computer Software and Noncommercial Computer Software Documentation (DFARS 252.227-7014), for computer viruses and other malicious software before delivery of such software and/or databases in any medium or in any system. All software and/or databases delivered by Seller hereunder shall contain no known viruses nor malicious software that are detectable with the latest version of commercially available virus and other malicious software detection software. With all computer software and/or databases delivered hereunder, the Seller shall provide a document certifying that the tests described in this paragraph have been performed and that no viruses or other malicious software exist in the software delivered.

In fulfilling the terms of this Order, in addition to those precautions stated herein, the Seller shall take all necessary precautions to avoid conveying computer viruses or other malicious software to the Buyer.

In addition to the foregoing, Seller shall test any software and/or databases received from Purchaser or Purchaser's customer for viruses prior to use in performing this Purchase Order. Seller shall provide Purchaser with immediate written notice of any viruses detected in Purchaser-provided software and/or databases.

Unless otherwise agreed in writing, any license agreement covering the use of any computer software and/or databases delivered under this Purchase Order must be royalty-free, paid-up, world-wide, and perpetual, shall not contain any routine to disable the computer software and/or databases in the future, and shall permit transfer to Purchaser's customer. No copy-protection devices, codes, or systems shall be used that would prevent Purchaser or its customer from copying delivered software and/or data; however, a license agreement or other Purchase Order terms may specify a maximum number of copies that may be made. Any limited rights or other legend(s) permissibly applied under this Purchase Order shall be digitally included on the same media as the delivered software and/or databases, and also displayed in human-readable form on a visible surface of the media carrying the digital software and/or databases.

70) FORCE MAJEUREExcept for a default of subcontractor at any tier, neither Buyer nor Seller shall be liable for any failure to perform due to any

cause beyond their reasonable control and without their fault or negligence. Such causes include, but are not limited to, acts of God or of the public enemy, acts of the government in its sovereign or contractual capacity, fires, floods, epidemics, terrorism, quarantine restrictions, strikes, freight embargoes, and unusually severe weather. In the event that performance of this Purchase Order is hindered, delayed or adversely affected by causes of the type described above (“Force Majeure”), then the Party whose performance is so affected shall so notify the other Party’s authorized representative in writing and, at Buyer’s option, this Purchase Order shall be completed with such adjustments to delivery schedule as are reasonably required by the existence of Force Majeure or this Purchase Order may be terminated for convenience pursuant to the “Termination for Convenience” clause herein.

71) CHANGESBuyer shall have the right by written notice to make changes from time to time in the services to be rendered or the goods to be

furnished by Seller hereunder, the delivery schedule, the place of performance (if this Order is for services) or of delivery, or the method of shipment of packing. If such change causes an increase or decrease in the cost of performance of this Purchase Order or



in the time required for its performance, an equitable adjustment shall be negotiated promptly and the Purchase Order shall be modified in writing accordingly. Any claim by Seller for adjustment under this clause must be asserted in writing within twenty (20) days from the date of receipt by Seller of notification of the change and shall be followed as soon as practicable with specification of the amount claimed and supporting cost figures. However, nothing herein shall excuse Seller from proceeding with this Purchase Order as changed pending resolution of the claim.

Information, advice, approvals or instructions given by Buyer’s technical personnel or other representatives, other than the Buyer’s purchasing representative, shall not constitute a change under this clause. Any change under this clause shall be set forth in a writing that is signed by Buyer’s purchasing representative and that states it constitutes an amendment or change to this Purchase Order. If any of Buyer’s technical personnel or other representatives, other than that Buyer’s purchasing representative acting in accordance with this clause, provide any information, advice, approvals, or instructions that Seller believes constitute a change to this Purchase Order that would cause an increase or decrease in the cost of performance or the time required for performance, Seller shall promptly notify Buyer’s purchasing representative.

PART I.2 - GENERAL PROVISIONS – FIXED PRICE (Apply to fixed-price type solicitations and awards in addition to Part I.1.)

72) INSPECTION AND TEST (FIXED-PRICE ORDERS) (Refer to Part III FAR Clauses 52.246-2 and 52.246-4.)

73) EXTENSION OF COMMERCIAL WARRANTY (NAVSEA) (NOV 1996) (MODIFIED)The Seller shall extend to the Government the full coverage of any standard commercial warranty normally offered in a similar

commercial sale, provided that such warranty is available at no additional cost to the Government. The Seller shall provide a copy of the standard commercial warranty with the item. The standard commercial warranty period shall begin upon the final acceptance of the applicable material or software.

74) WARRANTY OF SUPPLIES (FIXED-PRICE ORDERS)a) Definitions.

i) "Acceptance," as used in this clause, means the act of an authorized representative of Buyer by which Buyer assumes for itself, or as an agent of another, ownership of existing supplies, or approves specific services as partial or complete performance of the Purchase Order.

ii) "Correction," as used in this clause, means the elimination of a defect.iii) "Supplies," as used in this clause, means the end item furnished by Seller and related services required under the

Purchase Order. The word does not include "data." b) Seller's Obligations .

i) Notwithstanding inspection and acceptance by Buyer of supplies furnished under this Purchase Order, or any condition of this Purchase Order concerning the conclusiveness thereof, commencing upon Buyer’s acceptance of the supplies furnished and ending eight (8) months after final acceptance by Purchaser's customer of the end product incorporating the goods or services provided by Seller under this Purchase Order, Seller warrants that: (1) all Supplies will be free from defects in material or workmanship;(2) all Supplies will conform with all of the requirements of this Purchase Order;(3) all Supplies will be new and of good quality;(4) all Supplies will be of adequate size and capacity to fulfill all operating conditions specified in the Purchase

Order; (5) all Supplies will, if of Seller's design, meet all of the performance requirements of this Order and be suitable for

the purpose intended;(6) the preservation, packaging, packing, and marking, and the preparation for, and method of, shipment of such

supplies will conform with the requirements of this Purchase Order; and, (7) all Supplies will, as of date of delivery, NOT infringe any patent, copyright, or other intellectual property

protection. ii) Any Supplies that do not meet the foregoing warranties shall be remedied no cost to Purchaser. When return,

correction, or replacement is required, transportation charges and responsibility for the supplies while in transit shall be borne by Seller.

iii) Any Supplies or parts thereof, corrected or furnished in replacement of warranty items under this clause, shall also be subject to the terms of this clause to the same extent as Supplies initially delivered. The warranty, with respect to supplies or parts thereof which are corrections or replacements shall be equal shall run from the date of acceptance by Buyer and end as provided in b)i) of this clause.

c) Remedies Available to Buyer .



i) Buyer will notify Seller of Supplies which fail to meet the warranties provided in this clause. Within a reasonable time after such notice, Buyer, at Buyer’s option, may either: (1) Require, by written notice, the prompt correction or replacement of any supplies or parts thereof (including

preservation, packaging, packing, and marking) that do not conform with the requirements of this Purchase Order within the meaning of paragraph b)i) of this clause; or

(2) Retain such supplies and reduce the Purchase Order price by an amount equitable under the circumstances. ii) If the warranty item was included as part of a sample which was inspected under the Purchase Order procedures,

Buyer may:(1) screen the other supplies included in the same sample at Seller's expense and return all nonconforming supplies

to Seller for correction or replacement; (2) require Seller to screen the supplies at locations designated by Buyer within the contiguous United States and to

correct or replace all nonconforming supplies; or(3) return the supplies grouped for warranty action under this clause to Seller (irrespective of the F.O.B. point or the

point of acceptance) for screening and correction or replacement.For those supplies which, after screening provided for in c) ii) of this clause, are determined not to conform to the warranties provided herein, Buyer shall have the same remedies as stated in paragraph c) i) of this clause.

d) Buyer may, at its option, by contract or otherwise, correct or replace the nonconforming supplies with similar supplies from another source and Seller shall be liable for the costs occasioned to Buyer thereby if Seller: i) Cannot correct or replace the warranty item within a reasonable time after having been notified of the deficiency; orii) Fails to make redelivery of the corrected or replaced supplies within the time established for their return; oriii) Fails either to accept return of the nonconforming supplies or fails to make progress to correct or to replace the items

so as to endanger performance of the delivery schedule, and in either of these circumstances does not cure such failure within a period of 10 days (or such longer period as Buyer may authorize in writing) after receipt of notice from Buyer specifying such failure.

e) Buyer may return the Supplies for reimbursement from Seller in lieu of any correction or replacement, in which case such reimbursement will be equitable under the circumstances. If Seller fails to furnish disposition instructions for the Supplies within a reasonable time following Buyer notice to Seller, Buyer may dispose of the nonconforming supplies in whatever manner Buyer deems appropriate. Buyer shall be entitled to reimbursement from Seller of all costs associated with such Buyer disposal, or from any proceeds which might result from such disposal, whichever is greater, and for reasonable expenses associated with the care of the nonconforming supplies.

f) The rights and remedies of the Buyer provided in this clause are in addition to and not in lieu of any rights or remedies available to Buyer under law or in equity or under any other clause of this Purchase Order.

g) These warranties shall inure to the benefit of Buyer’s successors in interest and assigns and Buyer’s Customers.

75) WARRANTY OF SERVICES (FIXED-PRICE ORDERS)a) "Acceptance," as used in this clause, shall mean the act of an authorized representative of the Buyer by which the Buyer

assumes for itself, or as an agent of another, ownership of existing and identified supplies, or approves specific services, as partial or complete performance of the Purchase Order. "Correction," as used in this clause, means the elimination of a defect.

b) Notwithstanding inspection and acceptance by the Buyer or any provision concerning the conclusiveness thereof, the Seller warrants that all services performed under this Purchase Order will, at the time of acceptance, be free from defects in workmanship and conform to the requirements of this Purchase Order. The Buyer will give written notice to Seller of any defect or nonconformance. Such notice will state either (1) that the Seller must correct or re-perform the defective or nonconforming services, or (2) that the Buyer does not require correction or re-performance.

c) If, in accordance with the preceding paragraph, the Seller is required to correct or re-perform, Seller shall do so promptly and at no cost to the Buyer, and any services corrected or re-performed by the Seller shall be subject to this clause to the same extent as the services initially performed. If the Seller fails or refuses to correct or re-perform, the Buyer may, by subcontract or otherwise, correct or replace the defective or nonconforming services with similar services and charge to the Seller the cost occasioned to the Buyer thereby, or make an equitable adjustment in the Purchase Order price.

d) If, in accordance with paragraph b) of this clause, the Buyer does not require correction or re-performance, the Buyer shall make an equitable adjustment in the Purchase Order price.

76) DEFAULT (FIXED-PRICE ORDERS)

a) Purchaser may, by written notice of default to the Seller, terminate this Purchase Order in whole or in part without liability if Seller: i) Fails to deliver the supplies or to perform the services within the time specified or any extension thereof; orii) Fails to make progress, so as to endanger performance of this Purchase Order (subject to paragraph (a)(2) below); or iii) Fails to perform any other requirements specified in this Purchase Order (subject to paragraph (a)(2) below).; oriv) Fails to diligently perform the work; or v) Ceases operations; or



vi) Assigns or otherwise transfers any of its rights and obligations hereunder to any person or entity that any Federal agency has determined to be ineligible to receive Government contracts or subcontracts; or

vii) Assigns or transfers this Purchase Order in whole or in part contrary to the requirements of the clauses herein entitled “Assignment” and “Subcontracting and Subcontracting Restrictions”.

The Purchaser’s right to terminate this Purchase Order under a) ii) or a) iv) above may be exercised if the Seller does not cure such failure within 10 days (or more if authorized in writing by the Purchaser) after receipt of the notice from the Purchaser specifying such failure.

b) If the Purchaser terminates this Purchase Order in whole or in part pursuant to this clause, it may acquire, under the terms and in the manner the Buyer considers appropriate, supplies or services similar to those terminated from a third party, and the Seller will be liable to the Buyer for any excess costs associated with such acquisition. Notwithstanding any termination hereunder, the Seller shall continue to diligently perform the work not terminated.

c) If this Purchase Order is terminated for default, the Buyer may require the Seller to transfer title and deliver to the Buyer, as directed by the Buyer, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing materials” in this clause) that the Seller has specifically produced or acquired for the terminated portion of this Purchase Order. Upon direction of the Buyer, the Seller shall also protect and preserve any property in its possession in which either the Buyer or the Government has an interest.

d) The Purchaser shall pay the contract price for completed supplies delivered and accepted. The Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause herein. The Purchaser may withhold from these amounts any sum the Buyer determines to be necessary to protect the Buyer and/or the Government against loss.

e) If after termination, it is determined that the Seller was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Government or of the Purchaser, as applicable.

f) At the time of termination under this provision, Seller shall immediately: (i) refund to the Purchaser the total amount that has been paid to Seller, except for deliveries previously received by Purchaser in full compliance with all requirements of this Purchase Order; and (ii) at no cost to Purchaser, return all the materials supplied by Purchaser.

g) The rights and remedies of the Buyer in this clause are in addition to any other rights and remedies available by law, in equity, or under this Purchase Order.

PART I.3 – GENERAL PROVISIONS – COST REIMBURSEMENT, TIME-AND-MATERIAL, AND LABOR HOUR

(Apply to CR, T&M, and LH type solicitations and awards in addition to Part I.1 – General Provisions.)

77) INSPECTION AND TEST (COST-REIMBURSEMENT, TIME-AND-MATERIAL, AND LABOR HOUR ORDERS)(Refer to the Part III FAR Clauses 52.246-3, Inspection of Supplies – CR; 52.246-5, Inspection of Services – CR; and 52.246-6, Inspection – Time and Material and Labor Hour.)

78) WARRANTIES (COST-REIMBURSEMENT, TIME-AND-MATERIAL, AND LABOR-HOUR ORDERS)Seller guarantees that all goods and services provided under this Purchase Order: (i) conform to all of the requirements of this

Purchase Order; (ii) are new and of good quality; (iii) are free from defects in material and workmanship; and (iv) are of adequate size and capacity to fulfill all operating conditions specified in the Purchase Order.

The warranty period shall begin upon Purchaser's acceptance of the goods or services and end eight (8) months after final acceptance by Purchaser's customer of the end product incorporating the goods or services provided by Seller under this Purchase Order. In computing the warranty period, there shall be excluded any time that a good delivered under this Purchase Order is prevented from entering service or is taken out of service on account of any warranty deficiency.

Purchaser will promptly notify Seller of possible deficiencies that arise during the warranty period. For all deficiencies that arise during the warranty period, Seller shall promptly remedy the deficiency for no additional fee. If Seller fails to remedy the deficiency within a reasonable time after having been notified of the deficiency, Purchaser may, at its option, remedy the deficiency by contract or otherwise and charge to the Seller any increased costs or make an equitable reduction in any fixed fee paid or payable under the Purchase Order.

Seller shall immediately notify Purchaser’s Manager of Supplier Quality of deficiencies of which Seller becomes aware during the performance of this Purchase Order and the warranty period. Seller shall promptly provide a letter to the Purchaser’s Contact Person identified on the face of this Purchase Order describing the deficiency and Seller’s plan for remedying it. For the purposes of this paragraph, a deficiency occurs when Seller’s goods or services fail to meet any of the foregoing warranties as stated in this clause. Seller’s notice shall in no way affect the rights and remedies of Purchaser.

These warranties herein shall inure to the benefit of Purchaser and Purchaser's customer.

79) TITLE (COST-REIMBURSEMENT, TIME-AND-MATERIAL, AND LABOR HOUR ORDERS)



Unless another clause or provision in the Purchase Order provides for earlier passage of title, title to any property purchased by the Seller for which Seller is or will be directly reimbursed as an item of cost under this Purchase Order shall pass to the Purchaser or the Government, as applicable under Purchaser’s prime contract, upon the use of the property in performing the requirements of this Purchase Order, or reimbursement of the cost of such property under this Purchase Order, whichever occurs first. Upon the Purchaser or the Government acquiring title to property under this paragraph, the provisions of the PURCHASER OR GOVERNMENT PROPERTY clause above shall apply to such property.

PART II – SPECAL PROVISIONS

201) COMMON STANDARD FOR CONDUCTING BACKGROUND RECORDS CHECKS OF NON-BUYER EMPLOYEES

(This clause applies if any of the conditions of applicability stated in the clause are met.)a) Policy . General Dynamics’ policy is to make effective use of background checks and related screening procedures to

protect its employees, assets, facilities, and computer networks. In order to determine suitability for access to General Dynamics Corporation, including EB, (hereinafter referred to in this clauses as “Company”) facilities or computer networks, “covered non-employees” (as defined below) are subject to background checks and related screening procedures in accordance with General Dynamics Policy.

b) Scope of Policy .i) Covered Non-Employees . The term “Covered Non-Employees” refers to all individuals who are not actively

employed on the payroll of Electric Boat including consultants, temporary employees, visitors, and individuals employed by contractors, subcontractors, labor suppliers, personnel agencies, vendors, or any other third party, but not including:(1) Any individual who requires access to an Electric Boat facility or network to perform his/her duties as a civilian

employee of the U. S. Government or as an officer or enlisted member of the U. S. Military; or(2) Any employee of a contractor or subcontractor on a non-Electric Boat contract with the U. S. Government under

which access to a Company facility is required in order for the contractor or subcontractor to perform such non-Electric Boat contract.

b) Criminal Records Checks .i) Applicability . A Federal and State criminal records check satisfying the criteria listed below must be conducted on

all covered non-employees before they will be allowed:(1) Unescorted access to any operating areas of Company facilities on a regular basis. (A “Regular Basis” is defined

as a period lasting more than 30 days in any 365-day period.);(2) Access to one or more of the Company’s computer networks; or(3) Access to any other areas or information determined by the Company.

c) Report Requirement. A search of Federal and State criminal records (by county if statewide data is unavailable) must be conducted for each address at which the Covered Non-Employee resided or was employed at any time over the last seven (7) years. In order to ensure that all proper jurisdictions are checked, a preliminary address check should be run (using the social security number or immigration registration number of such covered non-employee) prior to the criminal records check. The results of any criminal records checks shall be provided to Electric Boat Security for review and adjudication prior to any covered non-employee gaining access to EB facilities, computer networks or information.

d) Exceptions. Covered Non-Employees are excused from the criminal records check requirements as follows:i) Security Clearances . A criminal records check is not required for a Covered Non-Employee who holds an active U.

S. Government security clearance at or above the Secret level, provided that the affected Company Business Unit’s Security Department reexamines the cleared status of any such individual at regular intervals.

ii) Certification from Trusted Contractor . A criminal records check is not required for any Covered Non-Employee employed by a Trusted Contractor as determined by EB Security, which Trusted Contractor certifies to Electric Boat in writing that a federal and state criminal background check (by county if a statewide search is unavailable) for all addresses at which the subject individual either resided or worked over the last seven (7) years has been conducted and has not revealed any derogatory information about such individual (other than minor traffic offenses). Where derogatory information is found, access will not be permitted unless the responsible Electric Boat Security Department (in conjunction with Human Resources, the Legal Department or other appropriate personnel) favorably adjudicates the subject individual’s access after conducting a review of the report containing the derogatory information (with the subject’s consent and authorization).

iii) Bonded Personnel . A criminal records check is not required where the Electric Boat Security Director waives the requirement because the Covered Non-Employee’s employer has bonded the Non-Employee.

e) Credit History Checks.i) Applicability . Reports on consumer credit histories from a national credit bureau are required for Covered Non-

Employees who:(1) Have some responsibility for administration of the Company’s computer networks;(2) Have access to non-public data regarding the Company’s financial performance; or



(3) Perform a function determined by the Security Director to require consumer credit history in order to protect the Company and its assets.

ii) Report Requirement . A credit history check must be conducted for each address at which the Covered Non-Employee resided or was employed, at any time over the last seven (7) years. In order to ensure that all the proper jurisdictions are checked, a preliminary address check should be run (using the social security number or immigration registration number of such covered non-employee) prior to the credit history check. The results of any credit history checks shall be provided to Electric Boat Security for review and adjudication prior to any covered non-employee gaining access to EB facilities, computer networks or information.

iii) Exceptions . Covered Non-Employees are excused from the credit history check requirements as follows:(1) Security Clearances . A credit history check is not required for any Covered Non-Employee who holds an active

U. S. Government security clearance at or above the Secret level, provided that the affected Company Business Unit’s Security Department reexamines the cleared status of such any individual at regular intervals.

(2) Certification from Trusted Contractor . A credit history check is not required for a Covered Non-Employee employed by a Trusted Contractor as determined by EB Security, which Trusted Contractor certifies in writing that a timely credit check has been performed and has not revealed any derogatory information. Where derogatory information is found, access will not be permitted unless the responsible Security Department (in conjunction with Human Resources, the Legal Department or other appropriate personnel) favorably adjudicates the subject individual’s access after conducting a review of the report containing the derogatory information (with the subject’s consent and authorization).

(3) Bonded Personnel . A criminal records check is not required where the Electric Boat Security Director waives the requirement because the Covered Non-Employee’s employer has bonded the Non-Employee.

f) Review Process as Follows.Step I – Background ChecksThe Contractor will conduct criminal records checks and/or credit history checks for “Covered Non-Employees” as required hereby. Such information will be provided to an individual designated by Electric Boat.Step II – AdjudicationAdjudication: Following Step I, An adjudication team from Electric Boat will deliberate and make decisions regarding derogatory information received through the background check process described in this clause.Reporting Procedure: Trusted Contractors will provide a screen print of the background checks via e-mail. The following address is to be used exclusively when reporting background information: [email protected].

202) NOTIFICATION OF PARTS AND ELECTRONICS OBSOLESCENCE AND/OR DISCONTINUATION OF PRODUCTION (MODIFIED) The Seller shall notify the Buyer promptly in writing of any actual or suspected obsolescence of any items to be delivered

under this Order, including but not limited to assemblies, subassemblies, parts, components, sub-components, and electronics (“end-of-life items”), whether supplied by the Seller or by Seller’s lower-tier subcontractor(s), that are or are expected to be going out of production or no longer commercially available.

To the extent practicable, Seller shall provide Buyer with a “last time buy” notice for such end-of-life items at least 12 (twelve) months prior to their anticipated date of discontinuance or unavailability.

As part of Seller’s notice, Seller is to specifically identify end-of-life items by name or title, part number(s), function, location in the end item delivered by Seller or the ship system (if known), and the name and address of the supplier of such end-of-life items.

203) GOVERNMENT-INDUSTRY DATA EXCHANGE PROGRAM, NAVSEA 5252.227-9113, (Oct 2006) – MODIFIED(Applies if this Purchase Order exceeds $500,000.)

a) The Seller shall participate in the appropriate interchange of the Government-Industry Data Exchange Program (GIDEP) in accordance with NAVSEA S0300-BU-GYD-010 dated November 1994. Data entered is retained by the program and provided to qualified participants. Compliance with this requirement shall not relieve Seller from complying with any other requirements of this Purchase Order.

b) DELETEDc) GIDEP materials, software and information are available without charge from:

GIDEP P.O. Box 8000 Corona, California 92878-8000 (951) 898-3207 (Ph)(951) 898-3250 (Fax) Internet: http://www.gidep.org.

204) RESERVED

205) INVENTION RIGHTS – SPECIAL PROVISION


http://www.gidep.org/

mailto:[email protected]


(Applicable to Nuclear Propulsion cognizance items only.)If in the performance of this Order, the Seller invents, discovers, conceives, or first actually reduces to practice a patentable

invention, the entire right, title and interest in said invention shall be assigned to the Government, subject only to a royalty–free, non-exclusive license in the Seller to practice the same. The Seller will submit to Buyer annually a report, including negative reports, of any such patentable inventions.

206) NNPI - CONTROL OF NAVAL NUCLEAR PROPULSION INFORMATION (NNPI) & SECURITY AGREEMENT(Applies to solicitations and orders containing or requiring access to NNPI.)

This solicitation or purchase order may contain Naval Nuclear Propulsion Information (NNPI) which is subject to special export and other controls of the International Traffic in Arms Regulations (ITAR), in addition to more stringent export and other control requirements for Naval Nuclear Propulsion Information.

For purposes of this solicitation and Order, NOFORN indicates that the document contains unclassified NNPI. Classified NNPI is identified by other markings designated in OPNAVINST N9210.3.NNPI shall only be disclosed to U.S. citizens with a need-to-know. NNPI shall not be disclosed to foreign nationals or immigrant aliens. United States citizens representing a foreign government,

foreign private interest or other foreign nationals are considered foreign nationals for industrial security purposes and the purposes of this restriction.

The Seller is required to comply with all NNPI special marking, handling, disclosure, and disposal requirements in OPNAVINST N9210.3. Disclosure of NNPI to Persons with Dual Citizenship – Special controls identified in OPNAVINST N9210.3 apply prior to providing NNPI to U.S. citizens with dual citizenship.Disposal – Seller is required to dispose of documents containing NNPI and components and equipment that reveal NNPI in accordance with OPNAVINST N9210.3. In addition, for components with NNPI markings, Seller must remove all NNPI markings from material produced under this Purchase Order but not delivered.Security Agreement for Protection of Unclassified NNPI (U-NNPI) for Bid Solicitations & Purchase Orders –

a) By receiving and acting on this solicitation (e.g., RFQ or RFP) or, as applicable, by accepting this Purchase Order or by commencing work in performance of this Purchase Order, the Seller agrees that for documents marked NOFORN or otherwise containing any NOFORN sensitive or controlled information, that:i) Such information contained therein and generated as part of any inquiry, solicitation or resulting purchase order shall

be used only for the purpose stated in the inquiry and this Purchase Order, andii) Such documents or information therein shall in no event be transmitted outside the Seller’s organization (except to

prospective lower-tier subcontractors who have a specific need-to-know and to whom the Seller has invoked similar controls and to the extent that such transmittals comply with the detailed guidance of the inquiry or Purchase Order), and

iii) Such documents or information contained therein shall not be transmitted or disclosed to any foreign national or foreign interest, whether within or outside the Seller’s organization, and

iv) Such documents shall be protected from any unauthorized disclosure whatsoever while in use by Seller’s employees who have a need-to-know, and

v) Such documents shall be kept secure so as to preclude access by any persons not having a legitimate need to view them, and

vi) Such documents shall not be copied:unless done in conformance with the detailed guidance of the inquiry or Order (, and except to the minimum extent required to provide a response to the solicitation or perform the purchase order.

Following submittal of the bid solicitation response or performance of the purchase order, as applicable, all the documents and copies shall be promptly returned in their entirety to Buyer unless authorized by Buyer for retention by Seller or proper disposal by Seller.

b) Specific requirements for Protecting U-NNPI :i) Only U.S. citizens who have a “Need-to-Know” required to perform the Order shall be allowed access to U-NNPI.ii) When not in direct control of an individual authorized to have access to unclassified (U-NNPI), U-NNPI must be

secured in a locked container (e.g., file cabinet, desk, safe, etc.). Access to the container must be controlled such that only authorized persons are able to access it and view any documents or information therein. Containers should in no event be marked so as to indicate in any way their contents. If removed from the container, U-NNPI must remain in the personal possession of the individual authorized to access it. At no time shall U-NNPI be left unsecured or unattended, including, but not limited to, in an authorized individual’s home or automobile, in a motel room or in a person’s baggage not in its possession.

iii) Documents containing U-NNPI will include the word NOFORN at the top and bottom of each page. The cover sheet of such document will have the warning statement shown below. Documents originated in the course of work that reproduce, expand or modify marked information shall be marked and controlled in the same way as the original document. Media, such as video tapes and disks, originated in the course or work that reproduce, expand or modify marked information shall be marked and controlled in the same way as the original.



“NOFORN: This document is subject to special export controls and each transmittal to foreign governments or foreign nationals may be made only with the prior approval of the Naval Sea Systems Command.”

Classified NNPI documents have additional special handling and marking requirements. Refer to OPNAVINST N9210.3.

iv) U-NNPI may not be processed on networked computers with outside access unless approved by the CNO (N00N). If desired, the Seller may submit a proposal for processing NNPI on its computer systems. Personally owned computing systems, including, but not limited to, personal computers, laptops, and portable electronic devices, are not authorized for processing NNPI. Exceptions require the specific approval of the cognizant Designated Approving Authority (DAA) and CNO (N00N).

v) Subject to the sentence which follows, U-NNPI may be faxed within the continental U.S. and Hawaii only provided there is an authorized individual waiting to receive the document who properly controls the document in accordance with these terms and conditions. U-NNPI shall not be faxed to facilities outside the continental U.S., including military installations, unless encrypted by means approved by the CNO (N00N)Naval Sea System Command approved encryption methods.

vi) U-NNPI may be sent within the continental U.S. and Hawaii via first class mail in a single opaque envelope that includes no markings that indicate the nature of the contents.

vii) Documents containing U-NNPI shall be disposed of as classified material.viii) Seller shall report any attempts by any person or organization to elicit U-NNPI to EB Security.ix) Seller shall report any compromises of U-NNPI to EB Security. This includes intentional or unintentional public

release via such methods as theft, improper disposal (e.g., material not shredded, disks lost), placement on website, transmission via e-mail, or violation of the information system containing U-NNPI.

c) Definitions applicable to this clause shall be as provided in the base instruction OPNAVINST N9210.3.d) THE SELLER SHALL IMMEDIATELY RETURN THE SOLICITATION IN ITS ENTIRETY AND ANY COPIES OF

DOCUMENTS DERIVED FROM INFORMATION IN THE SOLICITATION INCLUDING ANY AND ALL NNPI IN THE EVENT THAT:1. IT DOES NOT AGREE TO THIS PROVISION, IN WHICH CASE THE SELLER SHALL BE DEEMED TO HAVE DECLINED TO SUBMIT A PROPOSAL OR TO HAVE "NO BID" THE SOLICITATION, or2. IT IS NOT THE RECIPIENT OF THE AWARD.

207) NNPI - CONTROL OF VISITORS AND PROCEDURES TO PROTECT NNPI(Note: This restriction does not apply to items, components, assemblies, or major subassemblies that (1) meet the definition of

“Commercial Item” as defined in the Federal Acquisition Regulations (FAR); or (2) that are not defense articles (as defined in the ITAR) specifically designed, developed, modified, or altered in performance of this Purchase Order; or (3) that are otherwise in the public domain. Notwithstanding the preceding sentence, this restriction applies to both technical data and hardware subject to U.S. export control and EB sensitive information that Seller may become aware of or have access to relative to performance of this Purchase Order.)

“Visitor” as used herein means any person who visits the Seller’s plant, office or facility and who does not represent the Seller, Seller’s suppliers, Buyer, or the U.S. Government in the performance of this Purchase Order.

a) Except with the written consent of the Buyer, Seller will not permit and will ensure that its suppliers do not permit any Visitors to their respective plants, offices, or facilities to view or to examine documents, components, assemblies, or major subassemblies provided for or to be delivered under this Purchase Order, or to obtain information or data concerning such documents, components, assemblies, or major subassemblies.

b) Seller must establish procedures that, when implemented, will prevent the release of Classified and Unclassified Naval Nuclear Propulsion Information (NNPI) to Visitors or; to any other person or entity, including its own employees, that are otherwise ineligible to receive NNPI; or who do not have a legitimate need-to-know for performance of this Purchase Order.

c) Seller must notify the Buyer in advance of any visit approved by Buyer in paragraph A. of this clause.

208) RESERVED

209) QUALIFICATION OF CONTRACTOR NONDESTRUCTIVE TESTING (NDT) PERSONNEL (NAVSEA) (APR 2004)(This clause applies to any Seller or lower tier Subcontractor providing Nondestructive Testing (NDT) services.)

a) Any Seller providing Nondestructive Testing (NDT) services shall utilize for the performance of required NDT, only Level I, II and III personnel currently certified in accordance with NAVSEA Technical Publication T9074-AS-GIB-010/271, ACN Notice 1 of 16 Feb 99. Documentation pertaining to the qualification and certification of NDT personnel shall be made available to the Contracting Officer for review upon request.

b) These requirements do not apply with respect to nuclear propulsion plant systems and other matters under the technical cognizance of SEA 08. Because of health and safety considerations, such matters will continue to be handled as directed by SEA 08.



211) NNPI - NAVAL NUCLEAR PROPULSION INFORMATION SECURITY CONTROLS & ADDITIONAL SECURITY REQUIREMENTS (This clause applies if performance of this order involves access to NNPI.) a) The provisions of the DOE-DOD Classification Guide for the Naval Nuclear Propulsion Program, CG-RN-1, Revision 3,

and its Interpretive Guidance Bulletins and OPNAVINST N9210.3 are applicable to all Naval Nuclear Propulsion Information (NNPI) work done under this Purchase Order.

b) Disclosure of Restricted Data as defined in the Atomic Energy Act of 1954 as amended, relating to the Naval Nuclear Propulsion Program to employees of contractors granted Limited Clearance under the provisions of the DOD 5220.22M, National Industrial Security Program Operating Manual (NISPOM) is denied.

c) The Seller shall invoke the foregoing provisions, as appropriate, in all subcontracts hereunder which involve access to NNPI.

212) NNPI – PROTECTION OF NAVAL NUCLEAR PROPULSION INFORMATION (Based on NAVSEA 5252.227-9100, JAN 1986)

(This clause applies if during the performance of this Purchase Order, Naval Nuclear Propulsion Information (NNPI) is developed or used. Definitions applicable to this clause are provided in OPNAVINST N9210.3.)

a) Naval Nuclear Propulsion Information is defined as that information and/or hardware concerning the design, arrangement, development, manufacturing, testing, operation, administration, training, maintenance, and repair of the propulsion plants of Naval Nuclear Powered Ships including the associated shipboard and shore-based nuclear support facilities. Seller shall develop and implement written policies and procedures and other safeguards for the safeguarding from actual, potential or inadvertent release by the Seller, or any subcontractor, of any Naval Nuclear Propulsion Information in any form, classified or unclassified. Such safeguards shall ensure that only Governmental, Buyer and Seller parties, including subcontractors that have an established need-to-know, have access in order to perform work under this contract, and then only under conditions which assure that the information is properly protected. Access by foreign nationals or immigrant aliens is not permitted. A foreign national or immigrant alien is defined as a person not a United States citizen or a United States National. United States citizens representing a foreign government, foreign private interest or other foreign nationals, are considered to be foreign nationals for industrial security purposes and the purpose of this restriction. In addition, any and all issue or release of such information beyond such necessary parties, whether or not ordered through an administrative or judicial tribunal, shall be brought to the attention of the Buyer's Contracting Officer for Security via Buyer.

b) The Buyer's Contracting Officer for Security shall be immediately notified by Seller via Buyer of any litigation, subpoenas, or requests which either seek or may result in the release of Naval Nuclear Propulsion Information.

c) In the event that a court or administrative order makes immediate review by the Contracting Officer for Security impractical, the Seller agrees to take all necessary steps to notify the court or administrative body of the Navy's interest in controlling the release of such information through review and concurrence in any release.

d) The Buyer's Contracting Agency reserves the right to audit Seller's facilities for compliance with the above restrictions. e) Exceptions to these requirements may only be obtained with prior approval from the Commander, Naval Sea Systems

Command (Contact SEA 09T1). Seller shall make its request for any exceptions via Buyer.

213) NNPI - TRANSMISSION ABROAD OF EQUIPMENT OR TECHNICAL DATA RELATING TO THE NUCLEAR PROPULSION OF NAVAL SHIPS (Based on NAVSEA 5252.227-9101, JAN 2008)

(Note: Also includes controls for other than equipment or technical data defined as NNPI.) a) The supplies specified to be delivered under this contract may relate to the nuclear propulsion of naval ships.b) Equipment and technical data defined as Naval Nuclear Propulsion Information (NNPI) under OPNAVINST N9210.3

shall not be disclosed to foreign nationals.c) For other than equipment or technical defined as NNPI in paragraph (b) above, except with the prior written consent of the

Buyer and the Contracting Officer (or his designated representative), the Seller shall not, at any time during or after the performance of this contract, transmit or authorize the transmittal of, any technical data or equipment as defined in paragraph (d) below, i) Outside the United States; or ii) Irrespective of location,

(1) To any foreign national, not working on this contract or any subcontract hereunder; or (2) To any foreign organization (including foreign subsidiaries and affiliates of the Seller); or (3) To any foreign government; or(4) To any international organization.

d) As used in this clause, the following terms shall have the following definitions:i) “United States” means the States, the District of Columbia, Puerto Rico, American Samoa, the Virgin Islands, Guam,

and any areas subject to the complete sovereignty of the United States; ii) “Equipment” means all supplies of the kind specified to be delivered under this contract, all component parts thereof,

and all models of such supplies and component parts; but “equipment” does not include standard commercial supplies and component parts, and models thereof;



iii) “Technical Data” means all professional, scientific, or technical information and data produced or prepared for the performance of this contract, or on or for the operation, maintenance, evaluation, or testing of any contract item, whether or not the information and data were specified to be delivered under this contract including, without limitation, all writings, sound recordings, pictorial reproductions, and drawings or other graphical representations; but “technical data” does not include such information and data on standard commercial supplies and component parts to the extent that the information and data do not relate to the use, operation, maintenance, evaluation and testing of such supplies and component parts in or in connection with any item, or component parts thereof, specified to be delivered under this contract.

e) Flow Down Requirement . The Seller agrees to insert in all subcontracts under this contract provisions which shall conform substantially to the language of this requirement, including this paragraph (e).

f) Notwithstanding any other provisions of this requirement, this requirement shall not apply:i) Where the transmittal or authorization for the transmittal of equipment or technical data is to be made pursuant to a

contract or agreement to which the United States is a party; and ii) Where the transmittal is to be of equipment or technical data which the Buyer’s Contracting Officer, or his

designated representative, has declared in writing to be thereafter exempt from this requirement.

214) NOTIFICATION OF CHANGES (Adapted in part from FAR 52.243-7, Notification of Changes (APR 1984).)

a) General . Changes are not binding on Purchaser, unless they are in writing and authorized by the Buyer named on this Purchase Order or by another representative of Purchaser’s Materials Management Department (“Purchaser’s Buyer”) who are also the only persons who may authorize changes affecting price or schedule. Refer also to the Changes or Equitable Adjustment clauses and the Entire Agreement clause invoked herein.

b) Notice. The primary purpose of this clause is to obtain prompt reporting of Purchaser conduct that the Seller considers a change or would require a change to this Purchase Order. Except for changes identified as such in writing and authorized in writing by a representative of Purchaser’s Materials Management Department, the Seller shall notify the representative of the Purchaser’s Materials Management Department of any conduct which the Seller considers would constitute or would require a change to this contract. Such notice shall be provided promptly in writing within five (5) calendar days from the date that the Seller identifies any such conduct (including actions, inactions, and written or oral communications). On the basis of the most accurate information available to the Seller, the notice shall state— i) The date, nature, and circumstances of the conduct regarded as a change; ii) The name, function, and activity of the individuals directly involved in or knowledgeable about such conduct; iii) The identification of any documents and the substance of any oral communication involved in such conduct; iv) In the instance of alleged acceleration of scheduled performance or delivery, the basis upon which it arose; v) The particular elements of contract performance for which the Seller might seek an equitable adjustment under this

clause, including— (1) What contract line items have been or may be affected by the alleged change; (2) To the extent practicable, labor or materials or both which have been or may be added, deleted, or wasted by the

alleged actual or potential change; (3) To the extent practicable, what delay and disruption in the manner and sequence of performance and effect on

continued performance have been or may be caused by the alleged change; (4) What adjustments to contract price, delivery schedule, and other provisions affected by the alleged change are

estimated; and (5) The Seller’s estimate of the time by which the Purchaser must respond to the Seller’s notice to minimize cost,

delay or disruption of performance. c) Continued performance . Seller shall not proceed with the work under the alleged change or affected by the alleged

change until it receives formal written authorization of the alleged change from the Purchaser’s Buyer. However, Seller shall diligently continue performance of the unaffected portions of this Purchase Order to the maximum extent possible in accordance with its terms and conditions as construed by the Seller and in a manner intended to minimize cost or price impact, schedule impact, and actual or potential delay or disruption of performance.

d) Equitable Adjustments . If Seller considers that an equitable adjustment is warranted, it shall proceed in accordance with the Changes clause herein. Requests for equitable adjustment shall, when appropriate, be made in accordance with the Requests for Equitable Adjustment, Documentation of Equitable Adjustment and other clauses, including certification requirements, contained herein.

210) RESERVED

211) DOCUMENTATION OF REQUESTS FOR EQUITABLE ADJUSTMENT (AT), NAVSEA 5252.233-9103, ALT 1 (APR 1999)a) For the purposes of this requirement, the term "change" includes not only a change made pursuant to a written order

designated as a "change” or “change order" but also (i) an engineering change proposed by the Buyer or the Seller pursuant to the "Changes” clause or other requirements of this Purchase Order and (ii) any act or omission to act on the



part of the Buyer or Government in respect of which a request is made for equitable adjustment under the "CHANGES" clause or any other article or requirement of this purchase order.

b) Whenever the Seller requests or proposes an equitable adjustment of $100,000 or more in respect of a change made pursuant to a written order designated as a “change” or "change order" or in respect of a proposed engineering change and whenever the Seller requests an equitable adjustment in any amount in respect of any other act or omission to act on the part of the Buyer or Government, the proposal supporting such request shall include the following information for each individual item or element of the request: i) A description (1) of the work required by the Purchase Order before the change, which has been deleted by the

change, and (2) of the work deleted by the change which already has been completed. The description is to include a list of identifiable components, equipment, and other identifiable property involved. Also, the status of manufacture, procurement or installation of such property is to be indicated. Separate description is to be furnished for design and production work. Items of identifiable raw material, purchased parts, components and other identifiable hardware, which are made excess by the change and which are not to be retained by the Seller, are to be listed for later disposition;

ii) A description of work necessary to undo work already completed which has been deleted by the change; iii) A description of work which is substituted or added by the change. A list of identifiable components and equipment

(not bulk materials or items) involved should be included. Separate descriptions are to be furnished for design work and production work;

iv) Description of interference and inefficiencies in performing the change; v) Description of disruption attributable solely to the change; which description shall include the following information:

(1) Description of each identifiable element of disruption and how work has been, or may be, disrupted; (2) The calendar period of time during which disruption occurred, or may occur; (3) Area(s) of the Seller's operations where disruption occurred, or may occur; (4) Trade(s) or functions disrupted, with a breakdown of man hours and material for each trade or function; (5) Scheduling of trades before, during, and after the period of disruption insofar as such scheduling may relate to

or be affected by the estimated disruption; (6) Description of any measures taken to lessen the disruptive effect of the change.

vi) Delay in delivery attributable solely to the change; vii) Other work or increased costs attributable to the change;viii) Supplementing the foregoing, a narrative statement of the nature of the alleged Buyer or Government act or

omission, when the alleged Buyer or Government act or omission occurred, and the "causal" relationship between the alleged Buyer or Government act or omission and the claimed consequences thereof, cross-referenced to the detailed information provided as required above.

c) Each proposal submitted in accordance with this requirement shall include a copy of the Seller's labor budget at the cost level in effect as of the date the event began, the cost incurred at the cost level as of the same date, and the proposed effect of the change at the cost class level.

d) It is recognized that an individual request for equitable adjustment may not include all of the factors listed in subparagraphs (b)(1) through b) viii) above, or that the Seller may not reasonably be able to furnish complete information on all of the factors listed in subparagraphs b) i) through b) viii) above. Accordingly, the Seller is only required to set forth in its request for equitable adjustment information with respect to those factors which are relevant to the individual request for equitable adjustment, or in the level of detail which is reasonably available to the Seller.

e) In addition to any information required under paragraph b) above, each proposal submitted in support of a claim for equitable adjustment, under any requirement of this Purchase Order, in an amount which requires certified cost or pricing data, shall contain such certified cost or pricing data with respect to each individual claim item, and shall be in sufficient detail to permit the Buyer to cross-reference the claimed increased costs, or delay in delivery, or both, as appropriate, with the information submitted pursuant to subparagraphs b) i) through b) viii) hereof.

212) CERTIFICATIONS OF REQUESTS FOR EQUITABLE ADJUSTMENTa) Whenever Seller submits a request for equitable adjustment in excess of $100,000, the Seller shall certify the request in accordance

with DFARS 252.243-7002, Requests for Equitable Adjustment, which is invoked in Part III of these terms and conditions.b) The aggregate amount of both the increased and decreased costs shall be used in determining when the dollar threshold requiring

certification is met (see example in FAR 15.403-4(a)(1)(iii)).c) The certification required by 10 USC 2410(a), as implemented in the clause at 252.243-7002, is different from the

certification required by the Contract Disputes Act of 1978 (41 USC 605(c)). If the Seller has certified its REA in accordance with 10 USC 2410(a) and the Seller desires to convert its REA to a claim, or, the Buyer otherwise requests that Seller recertify its REA in support of an EB prime contract related issue, Seller agrees that it will recertify its REA in the claim format in accordance with FAR 33.2.

213) EQUITABLE ADJUSTMENTS; WAIVER AND RELEASE OF CLAIMS (AT), NAVSEA 5252.233-9107, (JAN 1983) – MODIFIED



a) Whenever the Seller, after receipt of a change made pursuant to the clause entitled Changes-Fixed Price (FAR 52.243-01) or Changes-Cost Reimbursement (FAR 52.243-02) as applicable, or after assertion of a constructive change under the clause entitled Notification Of Changes (FAR 52.243-07), submits any claim for equitable adjustment under the foregoing, such claim shall include all types of adjustments in the total amounts to which the foregoing entitle the Seller, including but not limited to adjustments arising out of delays or disruptions or both caused by such change.

b) Further, the Seller agrees that, if required by the Purchaser, it will execute a release, in form and substance satisfactory to the Purchaser, as part of the supplemental agreement providing an equitable adjustment, and, other than a specific exception agreed to by the parties and notated as part of the release, that such release shall discharge, the Purchaser, its officers, agents, employees and customer, from any further claims including, but not limited to further claims arising out of delays or disruptions or both, caused by the aforesaid change.

c) In support of any Seller request for equitable adjustment brought under the applicable “Changes” clause or any other clause of this Purchase Order, the Seller shall provide Purchaser sufficient detail to reasonably support Seller's proposal for a request for equitable adjustment or which Purchaser's customer should require in evaluating such request.

219) CONTRACTOR’S EMPLOYEES AND REPRESENTATIVES IN THE U.K. (Sep 1999), SSP 5252.225-9750a) If any work is performed in the U.K., the Seller shall ensure that its employees and the employees of its subcontractors

learn and comply with (1) the rules, regulations, and requirements of the place in the U.K. where the work is performed, and (b) the security regulations and requirements of the U.K. Ministry of Defence. If Seller’s or its subcontractor’s employee is not qualified to perform the required work or is otherwise unsuitable, the Buyer may direct that such employee be returned to the United States and replaced with a qualified and suitable employee.

b) The United States has an obligation to assure that the work under this purchase order for the benefit fo the U.K. is consistent with the terms of this purchase order and the Polaris Sales Agreement. Accordingly, Seller representatives in the U.K. shall abide by the requirements of SSPINST 5450.8, as amended. If an amendment to SSPINST 5450.8 causes an increase or decrease in the cost of performing this purchase order, an equitable adjustment shall be made in accordance with the procedures of the “equitable adjustment” clause of this purchase order. Such equitable adjustment shall include an adjustment in fee or profit only at the discretion of the Contracting Officer.

220) NON-DISCLOSURE AGREEMENTS (Sep 1999), SSP 5252.227-9750The Trade Secrets Act, 18 U.S.C. 1905, prohibits Government employees from making unauthorized disclosures of a

contractor’s or subcontractor’s proprietary information. Government employees shall not be required to sign a non-disclosure agreement or any other document, or to furnish personal or biographical information or documents, a s a condition to gaining access to Seller’s or Seller’s subcontractors’ data or other information needed to perform their official duties. Seller shall include, and ensure inclusion of, this clause, suitably modified to identify the parties, in all subcontracts at all tiers.

221) UNLIMITED RIGHTS IN TECHNICAL DATA – NUCLEAR PROPULSION PLANT SYSTEMS (Based on NAVSEA 5252.227-9114, NOV 1996) Pursuant to subparagraph (b)(1) of the clauses entitled “Rights in Technical Data--Noncommercial Items” (DFARS 252.227-

7013) and “Rights in Noncommercial Computer Software Documentation” (DFARS 252.227-7014) invoked in this Purchase Order, by acceptance of this Purchase Order or commencement of work hereunder, the Seller agrees with the Purchaser that the following is to be “specifically negotiated license rights” as used in these DFARS clauses.

It is agreed that all technical data pertaining to nuclear propulsion plant systems under the technical cognizance of the Deputy Commander, Nuclear Propulsion Directorate, Naval Sea Systems Command (SEA 08), which is specified to be delivered pursuant to this contract, shall be delivered with unlimited rights, provided, however, that nothing in the clause shall be deemed to require any subcontractor of any tier under this contract to deliver or furnish with unlimited rights any technical data which he is entitled to deliver with other than unlimited rights pursuant to said “Rights in Technical Data – Noncommercial Items” or “Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation” clauses.

It is further agreed that promptly after completion or after any termination of all work under this Purchase Order, the Seller shall submit a letter report to the Buyer listing and providing a brief description of all items of technical data pertaining to the reactor plant(s) of the vessel(s) in Purchaser’s prime contract developed or prepared under this Purchase Order which were not specified to be delivered pursuant to this Purchase Order. The Seller shall furnish in the Seller’s format and at the cost of reproduction, with unlimited rights, copies of items of technical data so reported or which should have been reported, as the Government may require from time to time and at any time. However, nothing in this requirement shall require the Seller to retain any item of such technical data beyond the period provided in this contract, including the specifications, and other documents incorporated by reference, applicable to the item or type of technical data involved.

_________________________________________________________________________________________________



PART III – FAR/DFARS CLAUSES/PROVISIONS INCORPORATED BY REFERENCE

The Federal Acquisition Regulation (FAR) and the Department of Defense Federal Acquisition Regulation Supplement (DFARS) clauses invoked in these terms and conditions and the purchase order are hereby incorporated by reference and made part of this Purchase Order with the same force and effect as though set forth in full text. Refer also to the Part I clause entitled “Definitions”.

Except where further clarified or modified below, the following terms as used in the following FAR and DFARS clauses shall have the following meanings:

“Contract” shall mean this Purchase Order.“Government” or “Contracting Officer” or equivalent terms shall mean Purchaser or Buyer as defined herein.“Contractor” shall mean Seller.“Subcontractor” shall mean Seller’s lower-tier subcontractor.“SAT” means Simplified Acquisition Threshold.Notwithstanding the foregoing, the words “Government” and “Contracting Officer” do not change: (1) when a right, act,

authorization or obligation can be granted or performed only by the Government or the prime contract Contracting Officer or duly authorized representative, such as in FAR 52.227-1 and FAR 52.227-2, and (2) when title to property is to be transferred directly to the Government. The listed FAR clauses are incorporated herein as if set forth in full text unless made inapplicable by its corresponding note, if any. If any of the following FAR clauses do not apply to this Purchase Order, such clauses are considered to be self-deleting.

PART III.1 GENERAL (Apply to all solicitations and awards.)

PART III.2 FIXED PRICE (Apply to fixed price solicitations and awards in addition to PART III.1, GENERAL)

PART III.3 COST REIMBURSEMENT, TIME-AND-MATERIALS, AND LABOR HOUR (Apply to CR, T&M, and LH type solicitations and awards in addition to PART III.1, GENERAL)

NOTES RELATED TO PART III:

Note 1 See clauses concerning Cost Accounting Standards (CAS)Note 2 This revision reflects increases of selected thresholds for clause applicability resulting from FAC 2005-45

Note 3 The SAT (Simplified Acquisition Threshold) specified in Part 2 of the Federal Acquisition Regulation increased from $100,000 to $150,000 effective 10/1/10 per FAC 2005-45.

Note 4

The threshold at FAR 15.403-4 for obtaining certified cost or pricing data increased from $650,000 to $700,000 effective 10/1/10 per FAC 2005-45. This threshold is subject to change. As such, the threshold for submission of certified cost or pricing data, unless an exception at FAR 15.403 applies, is that in effect at FAR Part 15.403-4, “Requiring certified cost or pricing data (10 U.S.C. 2306a and 41 U.S.C. 254b)”, on the date of agreement on price or the date of subcontract award, whichever is later.

DISCLAIMER: EB IDENTIFICATION OF APPLICABLE CLAUSE THRESHOLDS AND FURTHER FLOW DOWN REQUIREMENTS IS INFORMATIONAL ONLY. SELLER REMAINS RESPONSIBLE FOR DETERMINING AND COMPLYING WITH ALL

REQUIRED CLAUSE FLOW DOWN REQUIREMENTS.

PART III.1 – GENERAL (Apply to all solicitations and awards.)

Applicable Threshold

FAR / DFARS Clause

Number

FAR / DFARS Clause Title

FAR / DFARS Revision

Date> SAT 252.203-7001 Prohibition on Persons Convicted of Fraud or Other Defense-Contract Related

Felonies (Applies less paragraph (g) if this order exceeds the SAT (See Notes 2 & 3), except those for commercial items or components). (Refer also to the Part I and Preface clauses herein entitled “Business Conduct and Ethics”; “Foreign Corrupt Practices Act Prohibition (FCPA)”; “Counterfeit Parts/Counterfeit Work Prohibition”; "Fraud and Falsification"; "Reduction or Suspension of Contract Payments Upon Finding of Fraud or Falsification"; and "Subcontracting and Subcontracting Restrictions" as well as clause no. 252.209-7004 - Modified entitled

Dec-08



"Subcontracting with Firms That are Owned or Controlled by the Government of a Terrorist Country”.)

All 252.203-7002 Requirement to Inform Employees of Whistleblower Rights(Applies to all subcontracts. Must be flowed down to lower tier subcontractors.) Jan-09

> $ 5 millionexcept when

for a commercial

item or if it is to performed

entirely outside the U.S.

252.203-7004 Display of Fraud Hotline Poster(Further flow down required)

Sep-11

All 252.204-7000 Disclosure of Information Dec-91All 252.204-7003 Control of Government Personnel Work Product Apr-92All 252.204-7005 Oral Attestation of Security Responsibilities Nov-01

All 252.204-7008 Requirements for Contracts Involving Export-Controlled Items(Refer to Part IV for the clause in full text.) Apr-10

All 252.204-7010

Requirement for Contractor to Notify DoD if the Contractor’s Activities are Subject to Reporting Under the U.S.-International Atomic Energy Agency Additional Protocol(Applies to all orders that are subject to the provisions of the U.S.-IAEA AP.)

Jan-09

All – Notification via Buyer.

252.209-7004Subcontracting with Firms that are Owned or Controlled by the Government of a Terrorist Country (Also refer to the clause in the Preface entitled “Subcontracting and Subcontracting Restrictions”.)

Dec-06

> $1.5 million 252.211-7000 Acquisition Streamlining Oct-10

All 252.211-7003 Item Identification and Valuation Jun-11

All if any of the clauses at FAR 52.215-

11; 52.215-12; or 52.215-13 are invoked

and apply. (See Notes 2 & 4)

252.215-7000Pricing Adjustments(Applies when any of the clauses at FAR 52.215-11; 52.215-12; or 52.215-13 are invoked and apply.)

Dec-91

Applies whenever FAR

52.219-9 applies.

252.219-7003

Small Business Subcontracting Plan (DoD Contracts)(This clause supplements FAR 52.219-9 and applies whenever FAR 52.219-9 applies. When this clause applies, Seller is to provide the notifications, when required by the clause, to the Buyer.)

Oct-10

All 252.222-7002 Compliance with Local Labor Laws (Overseas) Jun-97> $1 million 252.222-7006 Restrictions on the Use of Mandatory Arbitration Agreements Dec-10

All 252.223-7001 Hazard Warning Labels (Also refer to applicable clauses in Part I) Dec-91All 252.223-7002 Safety Precautions for Ammunition and Explosives

(This clause applies suitably modified to reflect the parties.

SELLER AGREES TO ALLOW AUTHORIZED GOVERNMENT SAFETY REPRESENTATIVES TO EVALUATE ITS SAFETY PROGRAMS, IMPLEMENTATION, AND FACILITIES AS THE GOVERNMENT DETERMINES NECESSARY.

(1) The Seller shall flow down this clause in all lower-tier subcontracts issued by the Seller hereunder and shall include a provision in such lower-tier subcontracts allowing authorized Government safety representatives to evaluate subcontractor safety programs, implementation, and facilities as the Government determines necessary.(2) The Seller agrees to ensure that its subcontractors comply with all contract safety requirements. The Seller will determine the best method for verifying the adequacy of subcontractor compliance.(3) The Seller shall ensure that its subcontractors understand and agree to the

May-94



Government's right to access to the subcontractor's facilities, personnel, and safety program documentation to perform safety surveys. The Government performs these safety surveys of subcontractor facilities solely to prevent the occurrence of any mishap which would endanger the safety of DoD personnel or otherwise adversely impact upon the Government's contractual interests.(4) The Seller shall notify the Buyer or authorized representative before issuing any subcontract when it involves ammunition or explosives. If the proposed subcontract represents a change in the place of performance, the Seller shall request approval for such change in accordance with the clause of this contract entitled “Change in Place of Performance--Ammunition and Explosives”.

All 252.223-7003 Change in Place of Performance--Ammunition and Explosives Dec-91

All 252.223-7008

Prohibition of Hexavalent Chromium“Contracting Officer” shall mean “Purchaser” and “Contractor” shall mean “Seller”. Seller shall include the substance of this clause, including this paragraph (d), in all subcontracts for supplies, maintenance and repair services, or construction materials.

May-11

All 252.225-7001 Buy America Act and Balance of Payments Program Oct-11All 252.225-7002 Qualifying Country Sources as Subcontractors Apr-03

> $650 K 252.225-7004

Report of Intended Performance Outside the United States – Submission After AwardIn order to facilitate Buyer’s reporting requirements under this clause, Seller agrees to promptly notify the EB Buyer in writing if any part of this subcontract to the Seller will be performed outside the United States and Canada that – (1) exceeds USD $650,000 in value; and (2) could be performed inside the United States or Canada.

Oct-10

> $650 K 252.225-7006

Quarterly Reporting of Actual Contract Performance Outside the U.S.(Applies, less paragraph (f), if this subcontract exceeds USD $650K except those for commercial items, construction, ores, natural gases, utilities, petroleum products and crudes, timber (logs), or subsistence. Seller is required, with respect to performance of this subcontract, to comply with the requirements in paragraphs (b) through (e) of this clause. Seller shall also request the prime contract number applicable to this subcontract for its reporting responsibilities, when required.)

Oct-10

All 252.225-7007 Prohibition on Acquisition of United States Munitions List Items from Communist Chinese Military Companies Sep-06

All 252.225-7008 Restriction on Acquisition of Specialty Metals Jul-09All 252.225-7009 Restriction on Acquisition of Certain Articles Containing Specialty Metals Jan-11All 252.225-7012 Preference for Certain Domestic Commodities Jan-10

All 252.225-7013

Duty-Free Entry (When a shipment is eligible for duty-free entry under this clause, Seller is to request in writing duty-free entry eligibility via Buyer and to request that Buyer provide the information required by the clause to allow Seller to comply. Buyer will, upon approval to disclose, provide Seller with the information required. Special marking, labeling, and packaging apply. Further flow down may be required. In addition, when this clause applies, Seller is to include the Buyer's prime contract number on all shipping documents submitted to U.S. Customs for which duty-free entry is being claimed pursuant to this clause.) (Refer also to the paragraph in clause 6 dealing with duty-free entry.)

Dec-09

All 252.225-7016

Restriction on Acquisition of Ball and Roller Bearings (Applies at every tier unless items acquired are: (1) Commercial items; or (2) Items that do not contain ball or roller bearings.) Jun-11

All 252.225-7028 Exclusionary Policies and Practices of Foreign Governments Apr-03

All 252.225-7030 Restriction on the Acquisition of Carbon, Alloy and Armor Steel Plate Dec-06

All 252.225-7032 Waiver of United Kingdom Levies – Evaluations of Offers Apr-03



All 252.225-7033 Waiver of United Kingdom Levies Apr-03

All 252.225-7036 Buy American – Free Trade Agreement – Balance of Payments Program Oct-11

> $500K 252.226-7001 Utilization of Indian Organizations and Indian-Owned Economic Enterprises - DoD Contracts (Applies if this subcontract exceeds $500,000.) Sep-04

All 252.227-7013

Rights in Technical Data - Noncommercial Items (Subject to the requirements of the clauses in Part II of this Purchase Order entitled “Specifically Negotiated License Rights in Noncommercial Computer Software, Noncommercial Computer Software Documentation, and Technical Data Pertaining to Noncommercial Items” and “Unlimited Rights in Technical Data – Nuclear Propulsion Plant Systems.”)

Mar-11

All 252.227-7014

Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation (Subject to the requirements of the clauses in Part II of this Purchase Order entitled “Specifically Negotiated License Rights in Noncommercial Computer Software, Noncommercial Computer Software Documentation, and Technical Data Pertaining to Noncommercial Items” and “Unlimited Rights in Technical Data – Nuclear Propulsion Plant Systems.”)

Mar-11

All 252.227-7016Rights in Bid or Proposal Information (“Purchaser to include its parent, subsidiaries, and affiliates” is substituted for “Government.”)

Jan-11

All 252.227-7017 Identification and Assertion of Use, Release, or Disclosure Restrictions Jan-11

All 252.227-7019

Validation of Asserted Restrictions - Computer Software (Applies in this subcontract and in all contracts, purchase orders, and other similar instruments with subcontractors or suppliers at any tier, who will be furnishing computer software to the Government in the performance of this contract.)

Sep-11

All 252.227-7025 Limitations on the Use or Disclosure of Government-Furnished Information Marked With Restrictive Legends. Mar-11

All 252.227-7027 Deferred Ordering of Technical Data or Computer Software Apr-88All 252.227-7030 Technical Data - Withholding of Payment Mar-00

All 252.227-7037

Validation of Restrictive Markings on Technical Data (Applies in this subcontract and in all contracts, purchase orders, and other similar instruments with subcontractors or suppliers at any tier requiring the delivery of technical data, except contractual instruments for "commercial items or commercial components" as defined in FAR Part 2.)

Sep-11

All 252.229-7006 Value Added Tax Exclusion (United Kingdom) Jan-97All 252.231-7000 Supplemental Cost Principles Dec-91

All 252.237-7010 Prohibition on Interrogation of Detainees by Contractor Personnel(Further flow down required) Nov-10

All that are identified as applicable

252.237-7023

Continuation of Mission Essential Functions (This clause applies if it is specifically identified as applicable in the solicitation, fax award, subcontract, letter contract, or purchase order. Refer to language in the Order entitled “Continuation of Mission Essential Functions” to determine if it applies. When applicable, it will apply to those services that are to be provided by or on behalf of the Seller and/or its subcontractors in accordance with the requirements of the clause.)

Mar-10

All 252.239-7001 Information Assurance Contractor Training and Certification Jan-08All 252.239-7016 Telecommunications Security Equipment Dec-91All 252.243-7001 Pricing of Contract Modifications Dec-91

> the SAT 252.243-7002 Requests for Equitable Adjustments (REA)(Modified as necessary to reflect the relationship of the parties.) Mar-98

All 252.244-7000

Subcontracts for Commercial Items and Commercial Components (DoD Contracts)(When this clause applies to a subcontract, flow down of additional clauses will be required.) (Refer also to FAR 52.244-6, Subcontracts for Commercial Items.))

Sep-11



All 252.245-7001 Tagging, Labeling, and Marking of Government-Furnished Property Feb-11

All 252.247-7023Transportation of Supplies by Sea (Paragraphs (f) and (g) do not apply to orders at or below the SAT (See Notes 2 & 3.))

May-02

All 252.247-7024Notification of Transportation of Supplies by Sea(Applies to all subcontracts for noncommercial items and certain subcontracts for commercial items. Refer to the clause for clause applicability.)

Mar-00

All 252.246-7003

Notification of Potential Safety Issues(This clause applies to this subcontract and to all lower-tier subcontracts at any tier meeting the requirements described in this clause. Buyer will identify parts identified as “critical safety items”, if any, upon Seller’s request. Seller is responsible for providing the notifications required below to EB in writing for itself and for its lower-tier subcontractors at any tier.)

Jan-07

> = $650K 252.249-7002Notification of Anticipated Contract Termination or Reduction (Applies if this order is $650,000 or greater. For lower-tier subcontracts, $650,000 is changed to $150,000 in para. (d).)

Oct-10

All 52.203-3 Gratuities Apr-84All 52.203-5 Covenant Against Contingent Fees Apr-84

> the SAT 52.203-6Restrictions on Subcontractor Sales to the Government (Applies if this order exceeds the simplified acquisition threshold. Further flow down is required.)

Sep-06

> $150K 52.203-7

Anti-Kickback Procedures (Modified) (Applies, less paragraph (c)(1), if this order exceeds $150,000, suitably modified to reflect the relationship of the Parties. Further flow down is required. Seller agrees to indemnify and hold Buyer harmless to the full extent of any loss, damage, or expense (including reasonable attorney's fees), including but not limited to, any amount withheld from the Buyer's prime contract resulting from a violation or alleged violation of this clause or any law or regulation by Seller or its subcontractors at any tier.)

Oct-10

All 52.203-8 Cancellation, Rescission, and Recovery of Funds For Illegal or Improper Activity Jan-97

All 52.203-10

Price or Fee Adjustment for Illegal or Improper Activity (Modified) (This clause applies with the following additional changes of parties: Replace the word "Government" with "Government and/or EB" wherever it appears and replace "prime contractor's price or fee" in paragraph (c) with "Seller's price or fee.")

Jan-97

> $150K 52.203-11

Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions (This clause applies if this offer and/or order exceed $150,000. Seller certifies in accordance with this clause and agrees to make disclosures, when required. Seller also agrees to require all lower-tier subcontractors receiving awards in excess of $150,000 to certify and to disclose accordingly. (Refer also to the clause in these terms and conditions entitled "Representations and Certification".)

Sep-07

> $150K 52.203-12

Limitation on Payments to Influence Certain Federal Transactions (This clause applies if this order exceeds $150,000.)Seller agrees:(1) to submit a certification in the form of FAR 52.203-11, and (2) if required, to make all required disclosures accordingly to Buyer’s Contracting Officer via Buyer. Seller’s and lower-tier subcontractor's disclosure forms shall be forwarded from tier to tier until received by EB for forwarding to the Contracting Officer. Seller agrees to require all lower-tier subcontractors receiving awards in excess of $150,000 to comply and to certify and to disclose accordingly.)

Oct-10

> $5 million & performance period > 120

days

52.203-13

Contractor Code of Business Ethics and Conduct(Applies if this order exceeds $5 million and a performance period of more than 120 days.) (All disclosures of violation of the civil False Claims Act or of Federal criminal law shall be directed to the agency Office of the Inspector General, with a copy to the Buyer’s Contracting Officer.)

Apr-10

> $5 million 52.203-14 Display of Hotline Poster(s) Dec-07



with exceptions

(Applies if this subcontract exceeds $5 million, except when the subcontract (1) Is for the acquisition of a commercial item; or (2) Is performed entirely outside the United States.)

All 52.204-2

Security Requirements (Modified) (Applies to this order and to all lower-tier subcontracts that involve access to classified information. All references to the "Changes" clause are excluded. "Government" in paragraph (c) does not change to "Buyer".)

Aug-96

All 52.204-9

Personal Identity Verification of Contractor Personnel(Applies when the Seller and/or its lower-tier subcontractor(s) is/are required to have routine access to a Federally-controlled facility and/or routine access to a Federally-controlled information system.)

Sep-07

All 52.209-6

Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment (Modified) (Delete "in excess of $30,000" in para. (b) and replace it with “of any amount” and add to the end of the sentence “without requesting and obtaining prior written approval of the Buyer and, when required, the Government via the Buyer”.Revise paragraph (c) in its entirety to read as follows: “The Seller shall disclose to the Buyer, in writing, whether as of the time of award of this subcontract, the Seller, or any of its principals, is or is not debarred, suspended, or proposed for debarment by the Federal Government.” In paragraph (d), add the following wording at the beginning of the first sentence: “If the Seller intends to request the Buyer’s approval to subcontract with a subcontractor that is debarred, suspended, or proposed for debarment, …” and replace "Contracting Officer" with "Buyer". All exceptions to this clause as modified require prior EB and Government approval.) (Refer also to the clauses in these terms and conditions entitled, “Representations and Certifications” and "Subcontracting and Subcontracting Restrictions”).)

Dec-10

All 52.211-5 Material Requirements Aug-00

All 52.211-15Defense Priority and Allocation Requirements (Unless otherwise specified, the DPAS priority rating applicable for each item is identified at the P.O. line item level.)

Apr-08

> SAT (See Notes 2 & 3) 52.215-2

Audit & Records - Negotiation (This clause applies if this order exceeds the SAT (See Notes 2 & 3) and: (1) is a cost reimbursement, incentive, time-and-material, labor hour, or price re-determinable type or any combination of these; or (2) is an order for which certified cost or pricing data are required; or (3) is an order that requires the Seller to furnish reports as discussed in paragraph (e) of this clause FAR 52.215-2. In paragraphs (b), (c), and (e), change "Contracting Officer" to "Buyer and the Contracting Officer". Further flow down may be required.)

Oct-10

> the threshold for submission

of certified cost or pricing data. (See Note

4 above)

52.215-10

Price Reduction for Defective Certified Cost or Pricing Data(Applies, unless an exception applies, whenever submission of certified cost or pricing data per FAR 15.403-4 is required.) (Refer to Part IV for the clause in full text.)

Aug-11



4 above)

52.215-11

Price Reduction for Defective Certified Cost or Pricing Data - Modifications(Applies, unless an exception applies, whenever submission of certified cost or pricing data per FAR 15.403-4 is required.) (Refer to Part IV for the clause in full text.)

Aug-11



4 above)

52.215-12 Subcontractor Certified Cost or Pricing Data (This clause applies, unless an exception applies, if this order exceeds the applicable threshold for submission of certified cost or pricing data at FAR 15.403-4, on the date of agreement on price or the date of award, whichever is later. When required by this clause, Seller agrees that it will submit, and shall require its subcontractors to submit, certified cost or pricing data in the form required by FAR Part 15 and to execute a "Certificate of Current Cost or Pricing Data" in the format required by FAR Part 15.406-2 (entitled "Certificate of Current Cost or Pricing Data"), unless an exception under FAR 15.403-1 applies.

Oct-10



In addition to any remedies provided by law, Seller agrees that if Buyer is subjected to any liability as a result of Seller's or its subcontractor's failure to comply with that requirement or the requirements in the applicable clauses invoked herein entitled "Subcontractor Certified Cost or Pricing Data" and "Subcontractor Certified Cost or Pricing Data - Modifications", then Seller agrees to indemnify and hold Buyer harmless to the full extent of any loss, damage, or expense (including reasonable attorney's fees but excluding Buyer's overhead and profit) resulting from such failure. Refer also to clause IV. 401, FAR 52.215-10, Price Reduction for Defective Certified Cost or Pricing Data.)



4 above)

52.215-13

Subcontractor Certified Cost or Pricing Data - Modifications (This clause applies, unless an exception applies, if this order exceeds the applicable threshold for submission of certified cost or pricing data at FAR 15.403-4, on the date of agreement on price or the date of award, whichever is later. When required by this clause, Seller agrees that it will submit, and shall require its subcontractors to submit, certified cost or pricing data in the form required by FAR Part 15 and to execute a "Certificate of Current Cost or Pricing Data" in the format required by FAR Part 15.406-2 (entitled "Certificate of Current Cost or Pricing Data"), unless an exception under FAR 15.403-1 applies. In addition to any remedies provided by law, Seller agrees that if Buyer is subjected to any liability as a result of Seller's or its subcontractor's failure to comply with that requirement or the requirements in the applicable clauses invoked herein entitled "Subcontractor Certified Cost or Pricing Data" and "Subcontractor Certified Cost or Pricing Data - Modifications", then Seller agrees to indemnify and hold Buyer harmless to the full extent of any loss, damage, or expense (including reasonable attorney's fees but excluding Buyer's overhead and profit) resulting from such failure. Refer also to clause 402, FAR 52.215-11, Price Reduction for Defective Certified Cost or Pricing Data – Modifications.)

Oct-10

> SAT (See Notes 2 & 3)

52.215-14 and ALT I

Integrity Of Unit Prices (This clause applies, less paragraph (b), if this order exceeds the SAT in FAR Part 2 (See Notes 2 & 3). However, it does not apply to subcontracts for (1) construction or architect-engineer services under FAR Part 36; (2) utility services under FAR Part 41; (3) services where supplies are not required; (4) acquisition of commercial items; and (5) petroleum products. Substitute (and comply with) the ALT I paragraph (b) for the basic clause paragraph (b), unless otherwise authorized by the Buyer. Further flow down is required.)

Oct-10 and ALT I Oct-97

All 52.215-15

Pension Adjustments & Asset Reversions (This clause applies to solicitations and orders meeting the applicability requirements of FAR 15.408(g) (e.g., for which it is anticipated that certified cost or pricing data will be required or for which any pre-award or post-award cost determinations will be subject to Part 31). Further flow down is required.)

Oct-10

All 52.215-16

Facilities Capital Cost of Money (Applies if Seller proposed this cost in its offer and if the criteria for allowability in FAR 31.205-10(b) are met. If this clause applies, clause "FAR 52.215-17, Waiver of Facilities Capital Cost of Money" is deleted.)

Jun-03

All 52.215-17Waiver of Facilities Capital Cost of Money (Applies if Seller did not propose this cost in its offer. If this clause applies, "FAR 52.215-16, Facilities Capital Cost of Money" is deleted.)

Oct-97

All 52.215-18

Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other Than Pensions (This clause applies to solicitations and orders meeting the applicability requirements of FAR 15.408(j) (e.g., for which it is anticipated that certified cost or pricing data will be required or for which any pre-award or post-award cost determinations will be subject to Part 31). Further flow down is required.)

Jul-05

All(See Note *) 52.215-19

Notification of Ownership Changes (Modified)(Note * :This clause applies to solicitations and orders meeting the applicability requirements of FAR 15.408(k) (e.g., for which it is anticipated that cost or pricing data will be required or for which any pre-award or post-award cost determinations will be subject to Part 31). Further flow down is required.)

Oct-97


52.215-21 Requirements for Certified Cost or Pricing Data or Data Other Than Certified Cost or Pricing Data - Modifications

Oct-10




4 above)

(This clause applies, unless an exception applies, if this order exceeds the applicable TINA threshold for submission of certified cost or pricing data on the date of agreement on price or the date of award, whichever is later. However, if the Seller is not granted an exception from the requirements to submit certified cost or pricing data, the Seller shall submit certified cost or pricing data and supporting attachments in accordance with table 15-2 of FAR 15.408. In addition, as soon as practicable after agreement on price, but before award (except for unpriced actions), the Seller shall submit a Certificate of Current Cost or Pricing Data, as prescribed by FAR 15.406-2.)



4 above)

52.215-23Limitations on Pass-Through Charges (Applies, unless an exception applies, whenever submission of certified cost or pricing data per FAR 15.403-4 is required.) Note: Further flow down is required.

Oct-09

All 52.219-8Utilization of Small Business Concerns (Applies to all solicitations and orders that offer further subcontracting opportunities.)

May-04

> $650K(except to

small businesses)

52.219.9 & ALT II

Small Business Subcontracting Plan (Applies to all solicitations and subcontracts/orders > $650,000 ($1,500,000 for construction of any public facility), except those to small business concerns). If this clause is applicable, (1) the Seller agrees that it will submit to the Buyer for approval, negotiate, and adopt (and will require all of its subcontractors (except small business concerns) that receive subcontracts in excess of $650,000 ($1,500,000 for construction of any public facility) to submit, negotiate, and adopt) a subcontracting plan that complies with all of the requirements of this clause FAR 52.219-9. (2) The plan, when approved in writing by Buyer, is hereby invoked by reference in and forms a part of an order awarded to Seller. (3) Seller agrees to submit its subcontracting reports through eSRS in accordance with the clause requirements. (4) Seller understands that failure to submit and negotiate a subcontracting plan may make it ineligible for award of an order. (5) Failure by Seller or its subcontractor(s) to comply in good faith with FAR 52.219-8 and 52.219-9 invoked herein shall be a material breach of the order and the order shall be subject to termination by Buyer for cause. In accordance with ALT II, when this clause applies, the Offeror’s/Seller’s proposal submitted in response to the solicitation shall include a small business subcontracting plan that complies with the requirements of this clause. )

Jan-11 & ALT II Oct-01

> $650K (Except to

small businesses.

Applies when FAR 52.219-9

applies.)

52.219-16

Liquidated Damages - Subcontracting Plan (Modified) (Incorporated by Reference, less paragraphs (d) and (e). Seller agrees that the Buyer may withhold or recover from Seller such sums as the Buyer's Contracting Officer withholds or recovers from Buyer pertaining to Seller's or its subcontractor’s compliance or noncompliance with the requirements of FAR 52.219-8, FAR 52.219-9, or this clause as well as costs and expenses incurred by Buyer (including reasonable attorney’s fees) as a result of Seller’s or its subcontractor’s compliance or noncompliance with the requirements of these clauses.)

Jan-99

All 52.222-2

Payment for Overtime PremiumsAlso refer to the clauses in Part I entitled “Restriction on Certain Payments and Overtime Compensation (Orders to which the Cost Principles at FAR Part 31 Apply)” which is based on this clause 52.222-2.

Jul-90

All 52.222-3 Convict Labor Jun-03All 52.222-4 Contract Work Hours and Safety Standards Act – Overtime Compensation

Applies for subcontracts that may require or involve the employment of laborers and / or mechanics, where “Contractor” shall mean “Seller”. Further flow down to Seller’s subcontractors is required.

Paragraph (c) is modified as follows: “The Buyer will withhold from payments due under the contract sufficient funds required to satisfy any Seller or Seller subcontractor liabilities for unpaid wages and liquidated damages”.

For the avoidance of doubt, Seller agrees to indemnify and hold Buyer harmless

Jul-05



to the full extent for any and all claims, loss, damage, or expense, including reasonable attorney's fees, resulting from any failure by Seller or its subcontractors to comply with this clause.

All 52.222-19 Child-Labor Cooperation with Authorities and Remedies Jul-10

> $15K 52.222-20 Walsh-Healey Public Contracts Act (Applies if this order exceeds $15,000 at any time.) Oct-10

All 52.222-21 Prohibition of Segregated Facilities (Applies if this order is subject to the FAR Equal Opportunity clause of this subcontract.) Feb-99

All 52.222-26

Equal Opportunity (The terms and conditions of this clause apply unless this subcontract/purchase order is exempted by the rules, regulations, or orders of the Secretary of Labor issued under Executive Order 11246, as amended. Seller shall include the terms and conditions of this clause in every lower-tier subcontract or purchase order that is not exempted by the rules, regulations, or orders of the Secretary of Labor issued under Executive Order 11246, as amended, so that these terms and conditions will be binding upon each subcontractor or vendor.)

Mar-07

All 52.222-29 Notification of Visa Denial Jun-03

> = $100K 52.222-35

Equal Opportunity For Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Applies if this order > = $100,000 unless exempted by rules, regulations, or orders of the U.S. Secretary of Labor. The Seller shall act as specified by the Deputy Assistant Secretary of Labor to enforce the terms, including action for noncompliance.)

Sep-10

> $ 15K 52.222-36

Affirmative Action for Workers With Disabilities (Applies if this order exceeds $15,000 unless exempted by rules, regulations, or orders of the U.S. Secretary of Labor. The Seller shall act as specified by the Deputy Assistant Secretary of Labor to enforce the terms, including action for noncompliance.)

Oct-10

> = $100K 52.222-37

Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Applies if this order equals or exceeds $100,000 unless exempted by rules, regulations, or orders of the U.S. Secretary of Labor.

Sep-10

> $10,000 unless

exempted52.222-40

Notification of Employee Rights Under the National Labor Relations Act (This clause applies, including paragraph (f), if this subcontract exceeds $10,000 and will be performed wholly or partially in the United States, unless exempted by the rules, regulations, or orders of the Secretary of Labor issued pursuant to section 3 of Executive Order 13496 of January 30, 2009, so that such provisions will be binding upon each subcontractor. Further flow down is required. The Seller shall not procure supplies or services in a way designed to avoid the applicability of Executive Order 13496 or this clause. The Seller shall take such action with respect to any such subcontract as may be directed by the Secretary of Labor as a means of enforcing such provisions, including the imposition of sanctions for noncompliance.)

Dec-10

All 52.222-41 Service Contract Act of 1965 as Amended (Applies if this order is subject to the Act. Further flow down may be required.) Nov-07

All 52.222-43

Fair Labor Standards Act and Service Contract Act – Price Adjustment (Multiple Year and Option Contracts)(Applies in lieu of 52.222-43 if the order is a multiple-year order or if the order contains any options.)

Sep-09

All 52.222-44 Fair Labor Standards Act and Service Contract Act – Price Adjustment(Applies to fixed-price, time-and-materials and labor-hour orders.) Sep-09

All 52.222-50

Combating Trafficking in Persons(Applies to all subcontracts regardless of dollar value. In paragraph’s (a) through (d), and (f), “Contractor” is modified to read “Seller” and “Contracting Officer” is modified to read “Buyer”. Seller shall include the substance of this clause, including paragraph (f), in all lower tier subcontracts. In paragraph (e), “Government” shall mean “Government” or “Buyer”, “Contractor” shall mean “Seller”.)

Aug-07

> $3K 52.222-54 Employment Eligibility Verification (“E-Verify”) Jan-09



(This purchase order is a subcontract under a U.S. Government prime contract.Applicability: This clause applies, appropriately modified for identification of the parties, in each subcontract/letter contract/purchase order that— (1) Is for— (i) Commercial or noncommercial services (except for commercial services that are part of the purchase of a COTS item (or an item that would be a COTS item, but for minor modifications), performed by the COTS provider, and are normally provided for that COTS item); or (ii) Construction; (2) Has a value of more than U.S. $3,000; and (3) Includes work performed in the United States.)When this clause applies, it requires enrollment as a “voluntary employer” or as a U.S. Federal Contractor in the E-Verify program within the specified period of time. Verification of Enrollment: Seller is to provide the EB Buyer with a copy (printout or print screen image) of its company administration screen in E-verify in order to verify subcontractor compliance. Note: It is the screen which shows that the company is a registered participant in E-verify and indicates whether it is participating as a "voluntary employer" or as a "federal contractor".)

All 52.223-2 Affirmative Procurement of Biobased Products Under Service and Construction Contracts Dec-07

All 52.223-3

Hazardous Material Identification And Material Safety Data (With its offer, the Supplier must provide a list of any hazardous material to be delivered under this purchase order. If an award is to be made to the Seller, the Seller agrees to submit, for each item as required prior to award, a Material Safety Data Sheet and agrees to comply with all of the requirements of this clause.)

Jan-97

All 52.223-5 Pollution Prevention and Right-To-Know Information(Applies if any of the work hereunder will be performed on a Federal facility) May-11

All 52.223-7

Notice of Radioactive Materials (Applies to all orders for radioactive materials or for items containing radioactive material.) (* Insert "10" in blank space provided in paragraph (a).) (Further flow down may be required.)

Jan-97

All 52.223-11 Ozone-Depleting Substances May-01

All 52.223-12

Refrigeration Equipment and Air Conditioners(Applies when the contract includes the maintenance, repair, or disposal of any equipment or appliance using ozone-depleting substances as a refrigerant, such as air conditioners, including motor vehicles, refrigerators, chillers, or freezers.)

May-95

All 52.223-15

Energy Efficiency in Energy-Consuming Products(Applies to orders when energy-consuming products listed in the ENERGY STAR Program or FEMP will be (a) Delivered under the Order; (b) Acquired by the supplier for use in performing services at a Federally-controlled facility: (c) furnished by the supplier for use by the Government or Buyer; or (d) Specified in the design of a building or work, or incorporated during its construction, renovation, or maintenance.)

Dec-07

All 52.223-16

IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products(Applies to all orders for personal computer products, services that require furnishing of personal computer products for use by the Government or Buyer, or Supplier operation of Government-owned facilities.)

Dec-07

All 52.223-17Affirmative Procurement of EPA-Designated Items in Service and Construction Contracts(Applies to all orders that involve the use of EPA-designated items)

May-08

> Micro Purchase Threshold

52.223-18

Encouraging Contractor Policies to Ban Text-Messaging While Driving(Applies to all subcontracts over the micro purchase threshold. Seller shall insert the substance of this clause, including this paragraph (d), in all subcontracts that exceed the micro-purchase threshold.)

Aug-11

All 52.223-19Compliance With Environmental Management Systems(Applies to all orders for Supplier operation of Government-owned or leased facilities or vehicles, located in the United States.)

May-11

All 52.224-1 Privacy Act Notification Apr-84



(Applies only to the extent that this order involves design, development, or operation of a system of records on individuals.)

All 52.224-2Privacy Act(Applies only to the extent that this order involves design, development, or operation of a system of records on individuals.)

Apr-84

All 52.225-13 Restrictions on Certain Foreign Purchases (Further flow down is required.) Jun-08

> the SAT(See Notes 2 &

3 above.)52.227-1

Authorization and Consent (This clause applies (suitably modified to reflect the relationship of the parties), if this subcontract is expected to exceed the SAT When used in this clause, the word “Government” retains its original meaning as the “U.S. Government” ; except in paragraph (a)(1) where the phrase “…accepted by the Government under this contract; …” is changed to read “… accepted by the Buyer under this subcontract or by the Government under the prime contract; …”.) (Further flow down required.)

Dec-07

> SAT (See Notes 2 & 3

above.)52.227-2

Notice and Assistance Regarding Patent and Copyright Infringement (Applies if this order is expected to exceed the SAT (See Notes 2 & 3 above.) Further flow down is required.)

Dec-07

All 52.227-10

Filling of Patent Applications - Classified Subject Matter(Applies if this order covers or is likely to cover classified subject matter. Paragraph (a) is changed from 30 to 45 days.) (Further flow down is required.)

Dec-07

All 52.228-3 Workers’ Compensation Insurance (Defense Base Act)(Applies when the Defense Base Act applies. Further flow-down may be required) Apr-84

> $650K based on CAS

exemption. (Submit EB

CAS Appendix A-9 cert if > $500K. (See

Note 1 below.)

52.230-2

Cost Accounting Standards (Applies (less paragraph (b)), unless exempted per 48 CFR 9903.201-1, to negotiated subcontracts over $650,000 (see Note 1) with large businesses. This clause does not apply if FAR 52.230-3; FAR 52.230-4; or FAR 52.230-5 applies. Refer to the Purchase Order Standard Clauses for the applicable CAS clause. Seller shall include the substance of this clause revision (less paragraph (b)) in all other negotiated subcontracts over $650,000 (see Note 1) of any tier, including the obligation to comply with all CAS in effect on the subcontractor's award date or if it has submitted certified cost or pricing data, on the date of final agreement on price as shown on the subcontractor's signed Certificate of Current Cost or Pricing Data unless the negotiated subcontract is exempt per 48 CFR 9903.201-1. Subcontract awards subject to CAS require the same type of CAS coverage as would prime contracts awarded to the same business unit (9903.201-2(d)). Negotiated subcontracts to Federally Funded Research and Development Centers (FFRDC) operated by an educational institution are subject to full or modified CAS coverage (9903.201-2(c)(4))

Oct-10

NOTE 1

This note applies to Cost Accounting Standards FAR clauses 52.230-2; 52.230-3; 52.230-5; and 52.230-6 invoked herein, when applicable. In accordance with the revised threshold for CAS applicability effective

6/14/07 stated in 48 CFR 9903.201-1entitled CAS applicability, which exempts negotiated subcontracts not in excess of $650,000 (vs. the prior $500,000) from all CAS requirements, the effective threshold for CAS

applicability in the above FAR CAS clauses is hereby revised from $500,000 to $650,000. However, since this clause revision states a $500K (vs. $650,000) threshold, Seller is to submit an Appendix A-9 if the order is

expected to exceed $500,000.> $650K based

on CAS exemption.

(Large businesses

eligible for and electing to

claim Modified

CAS coverage.) (See Note 1above.)

Submit EB CAS Appendix

52.230-3 Disclosure and Consistency of Cost Accounting Practices (Applies (less paragraph (b)), unless exempted per 48 CFR 9903.201-1, to negotiated subcontracts over $650,000 (see Note 1 above), but less than $50 million, with large businesses if it certifies on its CAS Appendix A-9 submittal that it is eligible for and elects to use "Modified CAS coverage" (see 48 CFR 9903.201-2). This clause doesn't apply if FAR 52.230-2; FAR 52.230-4; or FAR 52.230-5 applies. Refer to the Purchase Order Standard Clauses for the applicable CAS clause. Seller shall include the substance of this clause (less paragraph (b)) in all other negotiated subcontracts over $650,000 of any tier unless the negotiated subcontract is exempt per 48 CFR 9903.201-1. Subcontract awards subject to CAS require the same type of CAS coverage as would prime contracts awarded to the same business unit (9903.201-2(d)).

Apr-98



A-9 cert if > $500K.

Negotiated subcontracts to Federally Funded Research and Development Centers (FFRDC) operated by an educational institution are subject to the full or modified CAS coverage (9903.201-2(c)(4))


exemption. (Submit EB

CAS Appendix A-9 cert if >

$500K. Large businesses only.) (See

Note 1 above.)

52.230-4

Disclosure and Consistency of Cost Accounting Practices- Foreign Concerns (Applies, less paragraph (b), if this order (negotiated subcontract) exceeds U.S. $650,000 (see Note 1 above) to foreign concerns (which does not include foreign governments or their agents or instrumentalities), unless exempted per 48 CFR 9903.201-1. Submit CAS Appendix A-9 to claim exemptions. (Note: One CAS exemption applies if the value is <= U.S. $650K.) When this clause applies, Seller must comply with the further flow down requirements contained in the clause and Seller must comply with those CAS specified in the clause. Refer to the Purchase Order Standard Clauses for the applicable CAS clause.)

Jun-10


exemption. (Educational institutions only) (See

Note 1) Submit EB CAS

Appendix A-9 cert if > $500K.

52.230-5

Cost Accounting Standards—Educational Institution (Applies (less paragraph (b)), unless exempted per 48 CFR 9903.201-1, to negotiated subcontracts over $650,000 (see Note 1 above) with an "educational institution". This clause doesn't apply if FAR 52.230-2; 52.230-3; or 52.230-4 applies. Refer to the Purchase Order Standard Clauses for the applicable CAS clause. Seller shall flow down this clause (less paragraph (b)) in all other negotiated subcontracts over $650,000 (see Note 1) of any tier, including the obligation to comply with all applicable CAS in effect on the subcontractor's award date or if it has submitted certified cost or pricing data, on the date of final agreement on price as shown on the subcontractor's signed Certificate of Current Cost or Pricing Data unless the negotiated subcontract is exempt per 48 CFR 9903.201-1. Subcontract awards subject to CAS require the same type of CAS coverage as would prime contracts awarded to the same business unit (9903.201-2(d)) Negotiated subcontracts awarded to Federally Funded Research and Development Centers (FFRDC) operated by an educational institution are subject to full or modified CAS coverage (9903.201-2(c)(4)) and FAR 52.230-5 and may not be used by an FFRDC (see 48 CFR 9903.201-2(c)(5)).

Apr-98

> $650K when CAS applies (see Note 1). Submit EB

CAS Appendix A-9 cert if >

$500K.

52.230-6

Administration of Cost Accounting Standards (Applies if this is a negotiated contract over $650,000 awarded to a large business, unless exempted from CAS, that is subject to a clauses at FAR 52.230-2; 52.230-3; or 52.230-5. Refer to the Purchase Order Standard Clauses for the applicable CAS clause. For negotiated subcontracts subject to CAS clauses FAR 52.230-2; 52.230-3; or 52.230-5, Seller shall comply with all CAS in effect on the date of award or, if it has submitted certified cost or pricing data, on the date of final agreement on price as shown on the subcontractor's signed Certificate of Current Cost or Pricing Data, whichever is earlier.)

Jun-10

All 52.232-17

Interest (Not applicable to state and local governments or to contracts without provision for profit or fee with a nonprofit organization. In paragraphs (a) and (b)(3), "Government" retains its original meaning and add "or Buyer" after it.)

Oct-10

All 52.233-3

Protest After Award (Aug 1996) & ALT I (Jun 1985) (Modified) - (This clause applies and Buyer may issue a stop work order under this clause to Seller irrespective of whether the protest is against award of the prime subcontract that this purchase order is a subcontract under or whether the protest is against award of this purchase order.)- (In addition to revising the language to reflect the relationship of the parties, (i) change para.(a) (2) to read, “Terminate the work covered by the Purchase Order as provided in the Default clause or a termination clause of this Purchase Order”; (ii) change para. (c) to read “terminated for convenience” in lieu of “terminated for the convenience of the Government” and (iii) delete paragraph (f).- Alt I applies if this is or is intended to be a cost-reimbursement type Purchase order.

Aug-96 & ALT I Jun-85



All CR, FPI, or Price Re-

determinable POs

52.242-1Notice of Intent to Disallow Costs (Applies when a cost-reimbursement contract, a fixed-price incentive contract, or a contract providing for price re-determination is contemplated.)

Apr-84



4 above)

52.242-3

Penalties for Unallowable Costs (Applies if the solicitation or Purchase Order exceeds the applicable threshold for submission of certified cost or pricing data at FAR 15.403-4 (except fixed-price contracts without cost incentives or any firm-fixed-price contract for the purchase of commercial items.)

May-01

All 52.242-4

Certification of Final Indirect Costs (Applies to all solicitations and contracts which provide for establishment of final indirect cost rates. E.g., (a) interim reimbursement of indirect costs; (2) establishment of final indirect cost rates; or (c) contract financing that includes interim payment of indirect costs [e.g., progress payments].)

Jan-97

All 52.242-15 & Alt I (Apr-

84)

Stop Work Order(Alt I applies if this subcontract is cost-reimbursement type)

Aug-89 & Alt I

(Apr-84)

> $100K 52.243-6 Change Order Accounting Apr-84

All 52.244-5 Competition In Subcontracting Dec-96All 52.244-6 Subcontracts for Commercial Items

(Refer also to DFARS 252.244-7000, Subcontracts for Commercial Items and Commercial Components (DoD Contracts) invoked above.)

Dec-10

All 52.245-1 Government Property Oct-10All 52.245-9 Use and Charges Aug-10All 52.247-63 Preference for U.S. - Flag Air Carriers

(Applies if international air transportation may be involved.) Jun-03

>= $150K 52.248-1

Value Engineering (Applies if this order is $150,000 or greater.) (Deviation: add the following: "(n) this clause does not apply to any work under this contract in connection with the nuclear propulsion plant, its associated components and systems which are under the technical cognizance of NAVSEA 08.")

Oct-10

PART III.2 – FIXED PRICE (Apply to fixed price solicitations and awards in addition to PART III.1, GENERAL)

All 52.229.6 Taxes – Foreign Fixed-Price Contracts(Applies only to the extent this order provides for the furnishing of supplies or the performance of services outside of the United States.)

Mar-90

All FP 52.246-2 Inspection of Supplies – Fixed Price Aug-96

All FP 52.246-4 Inspection of Services – Fixed Price Aug-96

All FP 52.249-2 (Mod)

Termination For Convenience of the Government or Buyer (Fixed Price) (Modified)(This clause is incorporated herein by reference modified as shown below such that Buyer shall have the right to terminate this Purchase Order for convenience of either the Government or the Buyer. Revised to apply to all fixed-price orders.)• Revise the title to read “Termination for Convenience of the Government or Buyer (Fixed Price)” in lieu of “Termination for Convenience of the Government (Fixed-Price)”; and• Revise the language to reflect the relationship of the parties as described in Part III language "Clauses/Provisions Incorporated by Reference"; and• In paragraph (a), revise “… if the Contracting Officer determines that a termination is in the Government’s interest.” to “… if the Buyer determines that a termination is in the Buyer’s or Government’s interest.”; and• In paragraph (b)(8), revise “Government” to “Buyer or the Government”; and• In paragraph (c), “120 days”” is changed to “60 days” and paragraph (e) is changed from “one year” to “six months”; and

May-04



• Delete paragraph (j) in its entirety; and• In paragraph (n), “Government” is changed to “Government and the Buyer”.

All FP 52.249-8 Default (Fixed-Price Supply and Service) (Modified)(Refer to modified clause provided in full text in Part I.) Apr-84

PART III.3 – COST-REIMBURSEMENT, TIME-AND-MATERIALS, AND LABOR-HOUR (Apply to CR, T&M, and LH type solicitations and awards in addition to PART III.1, GENERAL)

All CR 52.216-7

Allowable Cost and Payment (Applies if this solicitation and/or order is/are contemplated to be a cost-reimbursement subcontract or a time-and-materials subcontract (other than a subcontract for a commercial item.). If this subcontract is with an educational institution, modify the clause by deleting from paragraph (a) the words "Subpart 31.2" and substituting for them "Subpart 31.3.". If this subcontract is a time-and-materials subcontract, the clause FAR 52.216-7 applies only to the portion of the subcontract that provides for reimbursement of materials (as defined in the clause at 52.232-7) at actual cost.)

Jun-11

All CR 52.216-8

Fixed Fee (Modified) (This clause applies, less the final two sentences of paragraph (b), if this solicitation and/or order is contemplated to be a cost-plus-fixed-fee subcontract (other than a construction subcontract).) In paragraph (a), the word "Schedule" shall mean this purchase order.

Jun-11

All 52.229.8Taxes – Foreign Cost-Reimbursement Contracts(Applies only to the extent this order provides for the furnishing of supplies or the performance of services outside of the United States.)

Mar-90

All CR 52.232-20

Limitation of Costs (Except that "60 days" is changed to "75 days" in paragraph (b)(1).) (Applies if a fully funded cost-reimbursement contract is contemplated, except those for consolidated facilities, facilities acquisition, or facilities use, whether or not the contract provides for payment of a fee.)

Apr-84

All CR 52.232-22Limitation of Funds (Except that "60 days" is changed to "75 days" in paragraph (c)(1).) (Applies if an incrementally funded cost-reimbursement contract is contemplated.)

Apr-84

All CR

52.243-2 & Alt I (Apr-84) & Alt II

(Apr-84)

Changes – Cost Reimbursement (Modified)Aug-87 & Alt I (Apr-84) & Alt

II (Apr-84)

All T & M 52.243-3 Changes – Time-And Materials or Labor Hours (Modified) Sep-00

All CR(See Part I and Part IV also)

52.246-3 Inspection of Supplies - Cost Reimbursement May-01

All CR (See Part I also) 52.246-5 Inspection of Services - Cost Reimbursement Apr-84

All T&M or LH 52.246-6 Inspection - Time and Material and Labor Hour May-01

All CR 52.246-8Inspection of Research and Development – Cost Reimbursement(Applies to orders for research and development when the primary objective of the order is the delivery of end items other than designs, drawings, or reports.)

May-01

All CR 52.246-9

Inspection of Research and Development (Short Form) – Cost Reimbursement(Applies to orders for research and development only to the extent that 52.246-8 does not apply.)

Apr-84

All CR, T&M, or LH 52.249-6

Termination (Cost Reimbursement) (Modified) - (Except that paragraph (d) is changed from "120 days" to 60 "days" and paragraph (f) is changed from "one year" to "six months". Delete Section (j) and use Alt. IV for Time & Material or Labor Hour Contracts.)

May-04 and (T&M and LH) ALT IV (Sep-96)

(Modified)All CR, T&M, 52.249-14 Excusable Delays Apr-84



or LH

PART IV – FAR AND DFARS CLAUSES MODIFIED AND INCORPORATED IN FULL TEXT

* Note: The applicable threshold for submission of certified cost or pricing data is $700K effective 10/1/10 (per FAC 2005-45); but such threshold is subject to change. The threshold for submission of certified cost or pricing data is that in effect on the date of agreement on price or the date of subcontract award, whichever is later.

401) FAR 52.215-10, PRICE REDUCTION FOR DEFECTIVE CERTIFIED COST OR PRICING DATA (AUG 2011) (Modified to read as shown below.) (Applies if this order exceeds the applicable threshold for submission of certified cost or pricing data (FAR 15.403-4, see * Note above) on the date of agreement on price or the date of award, whichever is later; and Seller and/or its subcontractor(s) are required by law or regulation to submit certified cost or pricing data in the form required by FAR Part 15; and to execute a "Certificate of Current Cost or Pricing Data" in the format required by FAR Part 15.406-2 (entitled "Certificate of Current Cost or Pricing Data").

In addition to any remedies provided by law, Seller agrees that if Buyer is subjected to any liability as a result of Seller's or its subcontractor's failure to comply with this requirement or the requirements in the applicable clauses invoked herein entitled "Subcontractor Certified Cost or Pricing Data" and "Subcontractor Certified Cost or Pricing Data - Modifications", then Seller agrees to indemnify and hold Buyer harmless to the full extent of any loss, damage, or expense (including reasonable attorney's fees but excluding Buyer's overhead and profit) resulting from such failure.)

For purposes hereunder, the term “contract” shall include letter contracts, purchase order, delivery order or task order, or any other contractual vehicle between the Buyer (EB) and the Seller.

(a) If any price, including profit or fee, negotiated in connection with this contract, or any cost reimbursable under this contract, was increased by any significant amount or if the Buyer incurs costs, expenses (including reasonable attorney’s fees), and/or penalties that the Buyer would not otherwise have been liable for because -

(1) The Seller or a lower-tier subcontractor furnished certified cost or pricing data that were not complete, accurate, and current as certified in its Certificate of Current Cost or Pricing Data; (2) A lower-tier subcontractor or prospective lower-tier subcontractor furnished the Seller certified cost or pricing data that were not complete, accurate, and current as certified in the Seller’s Certificate of Current Cost or Pricing Data; or (3) Any of these parties furnished data of any description that were not accurate, the price or cost shall be reduced accordingly and the contract shall be modified to reflect the reduction.

(b) Any reduction in the contract price under paragraph (a) of this clause due to defective data from a prospective lower-tier subcontractor that was not subsequently awarded the lower-tier subcontract shall be limited to the amount, plus applicable overhead and profit markup, by which—

(1) The actual lower-tier subcontract; or (2) The actual cost to the Seller, if there was no lower-tier subcontract, was less than the prospective lower-tier subcontract cost estimate submitted by the Seller; provided, that the actual lower-tier subcontract price was not itself affected by defective certified cost or pricing data.

(c)(1) If the Buyer’s Contracting Officer determines under paragraph (a) of this clause applicable to Buyer’s prime contract that a price or cost reduction should be made to Buyer’s prime contract and Buyer determines under paragraph (a) of this clause that a price or cost reduction should be made to this contract, the Seller agrees not to raise the following matters as a defense:

(i) The Seller or lower-tier subcontractor was a sole source supplier or otherwise was in a superior bargaining position and thus the price of the contract would not have been modified even if accurate, complete, and current cost or pricing data had been submitted. (ii) The Buyer should have known that the certified cost or pricing data in issue were defective even though the Seller or lower-tier subcontractor took no affirmative action to bring the character of the data to the attention of the Buyer. (iii) The contract was based on an agreement about the total cost of the contract and there was no agreement about the cost of each item procured under the contract. (iv) The Seller or lower-tier subcontractor did not submit a Certificate of Current Cost or Pricing Data.

(2)(i) Except as prohibited by subdivision (c)(2)(ii) of this clause, an offset in an amount determined appropriate by the Buyer based upon the facts shall be allowed against the amount of a contract price reduction if—

(A) The Seller certifies to the Buyer that, to the best of the Seller’s knowledge and belief, the Seller is entitled to the offset in the amount requested; and (B) The Seller proves that the certified cost or pricing data were available before the “as of” date specified on its Certificate of Current Cost or Pricing Data, and that the data were not submitted before such date.

(ii) An offset shall not be allowed if— (A) The understated data were known by the Seller to be understated before the “as of” date specified on its Certificate of Current Cost or Pricing Data; or (B) The Buyer or the Government proves that the facts demonstrate that the contract



price would not have increased in the amount to be offset even if the available data had been submitted before the “as of” date specified on its Certificate of Current Cost or Pricing Data.

(d) If any reduction in the contract price under this clause reduces the price of items for which payment was made prior to the date of the modification reflecting the price reduction, the Seller shall be liable to and shall pay the Buyer at the time such overpayment is repaid—

(1) Interest compounded daily, as required by 26 U.S.C. 6622, on the amount of such overpayment to be computed from the date(s) of overpayment to the Seller to the date the Buyer is repaid by the Seller at the applicable underpayment rate effective for each quarter prescribed by the Secretary of the Treasury under 26 U.S.C. 6621(a)(2); and (2) A penalty equal to the amount of the overpayment, if the Seller or lower-tier subcontractor knowingly submitted certified cost or pricing data that were incomplete, inaccurate, or noncurrent.

402) FAR 52.215-11, PRICE REDUCTION FOR DEFECTIVE CERTIFIED COST OR PRICING DATA – MODIFICATIONS (AUG 2011)

(Modified to read as shown below.) (Applies if this order exceeds the applicable threshold for submission of certified cost or pricing data (FAR 15.403-4, see * Note above) on the date of agreement on price or the date of award, whichever is later; and Seller and/or its subcontractor(s) are required by law or regulation to submit certified cost or pricing data in the form required by FAR Part 15; and to execute a "Certificate of Current Cost or Pricing Data" in the format required by FAR Part 15.406-2 (entitled "Certificate of Current Cost or Pricing Data").

In addition to any remedies provided by law, Seller agrees that if Buyer is subjected to any liability as a result of Seller's or its subcontractor's failure to comply with this requirement or the requirements in the applicable clauses invoked herein entitled "Subcontractor Certified Cost or Pricing Data" and "Subcontractor Certified Cost or Pricing Data - Modifications", then Seller agrees to indemnify and hold Buyer harmless to the full extent of any loss, damage, or expense (including reasonable attorney's fees but excluding Buyer's overhead and profit) resulting from such failure.)

For purposes hereunder, the term “contract” shall include letter contracts, purchase order, delivery order or task order, or any other contractual vehicle between the Buyer (EB) and the Seller.

(a) This clause shall become operative only for any supplement or other modification to this contract involving a pricing adjustment expected to exceed the threshold for submission of certified cost or pricing data at FAR 15.403-4, except that this clause does not apply to any modification if an exception under FAR 15.403-1 applies. (b) If any price, including profit or fee, negotiated in connection with any modification under this clause, or any cost reimbursable under this contract, was increased by any significant amount or if the Buyer incurs costs, expenses (including reasonable attorney’s fees), and/or penalties that the Buyer would not otherwise have been liable for because (1) the Seller or a lower-tier subcontractor furnished certified cost or pricing data that were not complete, accurate, and current as certified in its Certificate of Current Cost or Pricing Data, (2) a lower-tier subcontractor or prospective lower-tier subcontractor furnished the Seller certified cost or pricing data that were not complete, accurate, and current as certified in the Seller’s Certificate of Current Cost or Pricing Data, or (3) any of these parties furnished data of any description that were not accurate, the price or cost shall be reduced accordingly and the contract shall be modified to reflect the reduction. This right to a price reduction is limited to that resulting from defects in data relating to modifications for which this clause becomes operative under paragraph (a) of this clause. (c) Any reduction in the contract price under paragraph (b) of this clause due to defective data from a prospective lower-tier subcontractor that was not subsequently awarded the lower-tier subcontract shall be limited to the amount, plus applicable overhead and profit markup, by which—

(1) The actual lower-tier subcontract; or (2) The actual cost to the Seller, if there was no lower-tier subcontract, was less than the prospective lower-tier subcontract cost estimate submitted by the Seller; provided, that the actual lower-tier subcontract price was not itself affected by defective certified cost or pricing data.

(d)(1) If the Buyer’s Contracting Officer determines under paragraph (b) of this clause that a price or cost reduction should be made to Buyer’s prime contract and Buyer determines under paragraph (b) of this clause that a price or cost reduction should be made to this contract, the Seller agrees not to raise the following matters as a defense:

(i) The Seller or lower-tier subcontractor was a sole source supplier or otherwise was in a superior bargaining position and thus the price of the contract would not have been modified even if accurate, complete, and current cost or pricing data had been submitted. (ii) The Buyer should have known that the certified cost or pricing data in issue were defective even though the Seller or lower-tier subcontractor took no affirmative action to bring the character of the data to the attention of the Buyer. (iii) The contract was based on an agreement about the total cost of the contract and there was no agreement about the cost of each item procured under the contract. (iv) The Seller or lower-tier subcontractor did not submit a Certificate of Current Cost or Pricing Data.

(2)(i) Except as prohibited by paragraph (d)(2)(ii) of this clause, an offset in an amount determined appropriate by the Buyer based upon the facts shall be allowed against the amount of a contract price reduction if—

(A) The Seller certifies to the Buyer that, to the best of the Seller’s knowledge and belief, the Seller is entitled to the offset in the amount requested; and



(B) The Seller proves that the certified cost or pricing data were available before the “as of” date specified on its Certificate of Current Cost or Pricing Data, and that the data were not submitted before such date.

(ii) An offset shall not be allowed if— (A) The understated data were known by the Seller to be understated before the “as of” date specified on its Certificate of Current Cost or Pricing Data; or (B) The Buyer or the Government proves that the facts demonstrate that the contract price would not have increased in the amount to be offset even if the available data had been submitted before the “as of” date specified on its Certificate of Current Cost or Pricing Data.

(e) If any reduction in the contract price under this clause reduces the price of items for which payment was made prior to the date of the modification reflecting the price reduction, the Seller shall be liable to and shall pay the Buyer at the time such overpayment is repaid—

(1) Interest compounded daily, as required by 26 U.S.C. 6622, on the amount of such overpayment to be computed from the date(s) of overpayment to the Seller to the date the Buyer is repaid by the Seller at the applicable underpayment rate effective for each quarter prescribed by the Secretary of the Treasury under 26 U.S.C. 6621(a)(2); and (2) A penalty equal to the amount of the overpayment, if the Seller or lower-tier subcontractor knowingly submitted certified cost or pricing data that were incomplete, inaccurate, or noncurrent.

403) DFARS 252.204-7008, REQUIREMENTS FOR CONTRACTS INVOLVING EXPORT-CONTROLLED ITEMS (APR

2010) (Modified to read as shown below.) (Refer also to the Part I Clause entitled “Export Compliance and Control”.)

(a) Definition. “Export-controlled items,” as used in this clause, means items subject to the U.S. Export Administration Regulations (EAR) (15 CFR Parts 730-774) or the U.S. International Traffic in Arms Regulations (22 CFR Parts 120-130). The term includes:

(1) “Defense items,” defined in the U.S. Arms Export Control Act, 22 U.S.C. 2778(j)(4)(A), as defense articles, defense services, and related technical data, and further defined in the ITAR, 22 CFR Part 120.

(2) “Items,” defined in the EAR as “commodities”, “software”, and “technology,” terms that are also defined in the EAR, 15 CFR 772.1.

(b) The Seller shall comply with all applicable laws and regulations regarding export-controlled items, including, but not limited to, the requirement for contractors and subcontractors to register with the Department of State in accordance with the ITAR. The Seller shall consult with the Department of State regarding any questions relating to compliance with the ITAR and with the Department of Commerce regarding any questions relating to compliance with the EAR.

(c) The Seller’s responsibility to comply with all applicable laws and regulations regarding export-controlled items exists independent of, and is not established or limited by, the information provided by this clause.

(d) Nothing in the terms of this subcontract adds, changes, supersedes, or waives any of the requirements of applicable Federal laws, Executive orders, and regulations, including but not limited to—

(1) The Export Administration Act of 1979, as amended (50 U.S.C. App. 2401, et seq.);(2) The Arms Export Control Act of 1976 (22 U.S.C. 2751, et seq.);(3) The International Emergency Economic Powers Act (50 U.S.C. 1701, et seq.);(4) The Export Administration Regulations (15 CFR Parts 730-774);(5) The International Traffic in Arms Regulations (22 CFR Parts 120-130);(6) Executive Order 13222, as extended.

(e) The Seller shall include the substance of this clause, including this paragraph (e), in all subcontracts.


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