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ELECTRIC BOAT CORPORATIONTERMS AND CONDITIONS

No. EB-UK1 Rev 1 (May 2012)

EB-UK1 Rev 1 (May 2012)Electric Boat Corporation75 Eastern Point RoadGroton, CT 06340

This purchase order is a subcontract under Buyer’s prime contract with the U.S. Government. 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.

EB-UK1 REVISIONSRevision Date Clause No(s).

AffectedDESCRIPTION

EB-UK1 Rev 0 (Apr 2011) 5/13/11EB-UK1 Rev 1 (May 2012) 5/14/12 6

4, 8, 44, 207, 209, 210, 211,

212

10, 17, 18, 66

Updated IMEX Clause

Implement OPNAVINST Related to NNPI

Minor Edits

Access to technical data and equipment is subject to U.S. export controls (e.g., defense articles, defense services, etc.) 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 Special Provisions herein.)___________________________________________________________________________________________________________Note: The following Tables of Contents are 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.

TABLES OF CONTENTS (Topic Summary of Sections) - PREFACEPART I.1 - GENERAL PROVISIONS – ALLPART I.2 - GENERAL PROVISIONS – FIXED PRICEPART I.3 - GENERAL PROVISIONS – COST REIMBURSEMENT, TIME-AND-MATERIAL, AND LABOR HOURPART II - SPECIAL PROVISIONS – TABLE OF CONTENTSPART III - FAR/DFARS CLAUSES/PROVISIONS INCORPORATED BY REFERENCE

PART III.0 GENERAL PART III.1 FIXED PRICE PART III.2 COST REIMBURSEMENT, TIME-AND-MATERIALS, AND LABOR HOUR

PART IV - FAR/DFARS CLAUSES MODIFIED AND INCORPORATED IN FULL TEXTPART IV.0 GENERALPART IV.1 FIXED PRICEPART IV.2 COST REIMBURSEMENT, TIME-AND-MATERIALS, AND LABOR HOUR

__________________________________________________________________________________________TABLES OF CONTENTS (Sections, Topics, and Clauses) - PREFACE – P.1 Subcontracting and Subcontracting Restrictions P.2 Re-Exports and Re-TransfersP.3 Special Program Certifications

***********************************************************************************************************PART I.1 - GENERAL PROVISIONS - ALL

(Applicable to all fixed price, cost-reimbursement, time-and-materials, and labor hour type solicitations and awards.)Note: For ease of reference, the alphabetical listing in Part I.1 below includes references to some clauses found in other parts.

Numbers associated with titles are clause numbers.

***********************************************************************************************************PART I.2 - GENERAL PROVISIONS – FIXED PRICE

(Apply to fixed-price type solicitations and awards in addition to Part I.1 – General Provisions.) I.2 - 100 Inspection and Test (Fixed-Price Orders) I.2 - 101 Warranties (Fixed-Price Orders)I.2 - 102 Warranty of Supplies (Fixed Price Orders)

5/14/12 1 of 63 (Supersedes Prior Rev 0 (Apr 2011)NOT APPROVED FOR PUBLIC RELEASE




I.2 - 103 Warranty of Services (Fixed Price Orders)I.2 - 104 Default (Fixed-Price Supply and Services)

***********************************************************************************************************

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.)

I.3 - 200 Inspection and Test (Cost-Reimbursement, Time-and-Material, and Labor Hour Orders)I.3 - 201 Warranties (Cost-Reimbursement Orders)I.3 - 202 Government Title (Cost Reimbursement and Time-and-Materials Orders) ***********************************************************************************************************PART II - SPECIAL PROVISIONS – TABLE OF CONTENTS201 ASSIGNMENT AND USE OF NATIONAL STOCK NUMBERS (NAVSEA) (May 1993) Modified202 COMMON STANDARD FOR CONDUCTING A BACKGROUND RECORDS CHECK OF NON-GENERAL DYNAMICS EMPLOYEES 203 NOTIFICATION OF PARTS AND ELECTRONICS OBSOLESCENCE AND/OR DISCONTINUATION OF PRODUCTION 204 GOVERNMENT-INDUSTRY DATA EXCHANGE PROGRAM NAVSEA 5252.227-9113, (OCT 2006) (MODIFIED)205 IDENTIFICATION MARKING OF PARTS ALT I (NAVSEA) (JUN 2008) (MODIFIED)206 LOGISTIC SUPPORT REQUIREMENT (MODIFIED)207 NNPI - CONTROL OF NAVAL NUCLEAR PROPULSION INFORMATION (NNPI) & SECURITY AGREEMENT208 NNPI - CONTROL OF VISITORS AND PROCEDURES TO PROTECT NNPI209 NNPI - MARKING OF DOCUMENTS CONTAINING NAVAL NUCLEAR PROPULSION INFORMATION (NNPI)210 NNPI - NAVAL NUCLEAR PROPULSION INFORMATION SECURITY CONTROLS 211 NNPI - PROTECTION OF NAVAL NUCLEAR PROPULSION INFORMATION (Based on NAVSEA 5252.227-9100, JAN 1986, MODIFIED)212 NNPI - TRANSMISSION ABROAD OF EQUIPMENT OR TECHNICAL DATA RELATING TO THE NUCLEAR PROPULSION OF NAVAL SHIPS (Based

on NAVSEA 5252.227-9101, JAN 2008, Modified)213 NOTIFICATION OF CHANGES214 NAVSEA 5252.233-9103, DOCUMENTATION OF REQUESTS FOR EQUITABLE ADJUSTMENT (AT) – Alternate 1 (APR 1999) (Modified)215 CERTIFICATION OF REQUESTS FOR EQUITABLE ADJUSTMENT (REA) 216 NAVSEA 5252.233-9107, EQUITABLE ADJUSTMENTS; WAIVER AND RELEASE OF CLAIMS (MODIFIED) 217 SPECIAL AGREEMENT REGARDING SWITCHBOARD SUBCONTRACTS (NAVSEA) (Jun 2000)(Modified)218 UNLIMITED RIGHTS IN TECHNICAL DATA – NUCLEAR PROPULSION PLANT SYSTEMS (Based on NAVSEA 5252.227-9114, NOV 1996, Modified) 219 DATA RIGHTS220 DFARS 252.229-7006, VALUE ADDED TAX EXCLUSION (UNITED KINGDOM) (JUN 1997) (MODIFIED)221 AMENDMENTS REQUIRED BY PRIME OR HIGHER-TIER CONTRACT AND/OR CHANGES OF LAW, RULES, AND/OR REGULATIONS222 INCORPORATION OF APPLICABLE CLAUSES, PROVISIONS, AND OTHER REQUIREMENTS

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

PART III.0 GENERAL (Applies to all solicitations and awards.)PART III.1 FIXED PRICE (Applies to fixed price solicitations and awards in addition to PART III.0, GENERAL)PART III.2 COST REIMBURSEMENT, TIME-AND-MATERIALS, AND LABOR HOUR

(Applies to CR, T & M, and LH type solicitations and awards in addition to PART III.0, GENERAL)

***********************************************************************************************************PART IV FAR/DFARS CLAUSES MODIFIED AND INCORPORATED IN FULL TEXTPART IV.0 GENERAL (Applies to all solicitations and awards in addition to either Part IV.1 (Fixed Price) or Part IV.2

(Cost Reimbursement; Time-and-Material; or Labor Hour).)

401 FAR 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (APR 2010)402 FAR 52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (SEP 2007)403 FAR 52.215-10 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (OCT 1997) (MODIFIED to read as shown)404 FAR 52.215-11 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA – MODIFICATIONS (OCT 1997) (MODIFIED)405 FAR 52.215-19 NOTIFICATION OF OWNERSHIP CHANGES (OCT 1997) (MODIFIED to read as shown)406 FAR 52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT (DEC 2010)407 FAR 52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (“E-Verify”) (JAN 2009)

(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.)

408 FAR 52.242-15 STOP WORK ORDER (AUG 1989) (MODIFIED to read as shown.)409 FAR 52.243-6 CHANGE ORDER ACCOUNTING (Apr 1984)410 FAR 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (JUNE 2010)411 DFARS 252.203-7002 REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (JAN 2009)412 DFARS 252.204-7008 REQUIREMENTS FOR CONTRACTS INVOLVING EXPORT-CONTROLLED ITEMS (APR 2010) 413 DFARS 252.209-7004 SUBCONTRACTING WITH FIRMS THAT ARE OWNED OR CONTROLLED BY THE GOVERNMENT OF A

TERRORIST COUNTRY (DEC 2006, MODIFIED to read as shown)414 DFARS 252.211-7003 ITEM IDENTIFICATION AND VALUATION (AUG 2008)415 DFARS 252.222-7006 RESTRICTIONS ON THE USE OF MANDATORY ARBITRATION AGREEMENTS (MAY 2010) (Modified)416 DFARS 252.234-7002 EARNED VALUE MANAGEMENT SYSTEM (APR 2008)417 DFARS 252.235-7010 ACKNOWLEDGMENT OF SUPPORT AND DISCLAIMER (MAY 1995)





418 DFARS 252.237-7023 CONTINUATION OF MISSION ESSENTIAL FUNCTIONS (MAR 2010)419 DFARS 252.244-7000 SUBCONTRACTS FOR COMMERCIAL ITEMS AND COMMERCIAL COMPONENTS (DoD CONTRACTS)

(AUG 2009)420 DFARS 252.246-7003 NOTIFICATION OF POTENTIAL SAFETY ISSUES (JAN 2007)

PART IV.1 FIXED PRICE (Applies in addition to PART IV.0, GENERAL)425 FAR 52.243-1 CHANGES – FIXED PRICE (Aug 1987) & ALT I (Apr 1984) & ALT II (Apr 1984) (MODIFIED to read as shown.) 426 FAR 52.246-2 INSPECTION OF SUPPLIES - FIXED PRICE (Aug 1996) (MODIFIED to read as shown.)427 FAR 52.246-4 INSPECTION OF SERVICES - FIXED PRICE (Aug 1996) (MODIFIED to read as shown.)

PART IV.2 COST REIMBURSEMENT, TIME-AND-MATERIALS, AND LABOR HOUR(Applies in addition to PART IV.0, GENERAL)

430 FAR 52.243-2 CHANGES – COST REIMBURSEMENT (Aug 1987) & ALT I (Apr 1984) & ALT II (Apr 1984) and ALT V (Apr 1984) 431 FAR 52.243-3 CHANGES – TIME-AND-MATERIALS OR LABOR HOURS (Sept 2000)

TABLE OF CONTENTS Alphabetical Index of Clauses

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. Neither is this Table of Contents to be considered to be an all-inclusive cross-reference.

CLAUSE No. CLAUSE No.Acceptance I.1-62 Certification Regarding Debarment, Suspension, or Other

IneligibilityI.1-3.(iv)

Acceptance of Order & Terms and Conditions I.1-12 Certification Under the U.S./Canada Joint Certification Program (JCP)

I.1-8.(d)

Access Control Plan/Technology Control Plan I.1–8.(b) Committee on Foreign Investment in the U.S. (CFIUS) (Notification required.)

I.1-46.b

Access to Proprietary Data or Computer Software I.1-60 Compliance with Laws, Obtaining and Maintaining Approvals, Permits and Licenses, and Work Site Safety

I.1-16.a

Amendments Required by Prime or Higher-Tier Contract and/or Changes of Law, Rules, and/or Regulations

II.221 Computer Software and/or Computer Database(s) Delivered to and/or Received from the Government (NAVSEA)(Modified)/Anti Virus Warranty

I.1-60:I.1-70

Anti-Dumping Warranty; Importer of Record; Duty-free Entry

I.1-6.hIII-3.022

Continuation of Mission Essential Functions III-3.041IV-418

Anti-Virus Warranty I.1-70 Continuing Terms and Severability I.1-63Applicable Law/Venue and Choice of Law (Overseas) I.1-15 Counterfeit Parts/Counterfeit Work Prohibition I.1-9.cApplicable Law for Breach of Contract Claim III-3.108 Data Rights (See “Rights in Technical Data”) II-219Approval of Mock-up Construction P.1(j) Date/Time Processing Requirement – Information

Technology (Warranty) (NAVSEA)(June 2000) Modified I.1-71

Arbitration Agreements IV.415 Default (Fixed-Price Supply & Services) I.2-104Asbestos Warning I.1-30.(c) Definitions I.1-2Assignment or Novation I.1-50 Delivery of Required Drawings, Test Reports, Software

and Other Data I.1-28

Bankruptcy I.1-67 Delivery Schedule I.1-26Brass and Copper Black Oxide Coated Threaded Fasteners

I.1-24 Disposition of Drawings and Specifications I.1-29

Business Conduct & Ethics I.1-9.a Disputes I.1-69Business Ethics and Conduct, Contractor Code of III-3.057

IV-401Domestic Barge Shipments I.1-33

Buyer Furnished Tooling and Material I.1-58 Dual Citizenship I.1-4; I.1-30; II-207

Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions

I.1-3.(vi) Duty-free Entry I.1-6.hI.1-30 III.3.022

Certification and Representations (See “Representations and Certifications”)

I.1-3 Employment Eligibility Verification (E-Verify) III-3.090IV–407

Certification of Restrictions on the Use of Mandatory Arbitration Agreements

I.1-3.(ix) English Language I.1-1

Certification of Toxic Chemical Release Reporting I.1-3.(viii)

Entire Agreement I.1-13





Equitable Adjustments II.214 II.215 II.216

Inspection and Test (FP Orders) I.2-100

Excessive Pass-through Charges Notification P.1(g) Inspection of Supplies (FP) IV.426Excess Quantities/Extras I.1-27 Inspection of Services (FP) IV.427Excusable Delay III–3.311 Insurance I.1-41Export and Import Licenses, Failure to Obtain I.1-16.b (Intentionally Left Blank)Exports and Imports – Marking (see also Duty-free Entry)

I.1-30 Intellectual Property, Proprietary Information and I.1-59 I.1-60

Export Control Marking I.1-7 Invoices I.1-53Export Control Marking, Special Program I.1-7.a Item Identification and Valuation (252.211-7003) IV-414Export Prohibitions – Offshore Procurements I.1-6.i Joint Certification Program (JCP), Certification Under the

U.S./CanadaI.1-8.(d)

Export Related Requirements I.1-6 Liens I.1-40Final Release I.1-53 Logistic Support Requirement (Modified) II.206Foreign Corrupt Practices Act Prohibitions (FCPA) I.1–9.b Loss of or Damage to Goods I.1-36

I.1-37Fraud and Falsification I.1-10 Marking Requirements I.1-7

I.1-30II-205II–209III-3.014 III-3.022III-3.028III-3.029 III-3.034 III-3.091III-3.092III-3.093III-3.117

Freight Charges/Carriers/Insurance I.1-35 Mercury Exclusion I.1-21Government Delay of Work III–3.201 Mergers and Acquisitions I.50Government Property, Purchaser or I.1-57 Naval Nuclear Propulsion Information (NNPI) P.1; I.1-4;Hazardous Materials I.1-23

I.1-30III-3.091 III-3.092 III-3.093 III-3.094

I.1-5 I.1-8.(b)I.1-44I.1-50I.1-66207-212

Heavy Material I.1-32 No Agency I.1-19Identification Marking of Parts II.205 Non-Disclosure Agreement P.3Importer of Record; Anti-Dumping Warranty; Duty-free Entry

I.1-6.hIII-3.022

Non-U.S. Personnel I.1-6.(b)(ii)

Incorporation of Applicable Clauses, Provisions, and Other Requirements

II.222 Non-Waiver I.1-64

Indemnification – General I.1-6.b(iii)I.1-42

Notice of Prior Waivers and Deviations I.1-45

Indemnification – Government Requirements I.1-43 Notice of Suits or Other Actions P.1(i) II-211

Indemnification, Third Party I.1-44 Notification of Anticipated Contract Termination or Reduction

III–3.048

Independent Contractor I.1-19 Notification of Changes II.213Inspection and Test (CR, T&M, and LH Orders) I.3-200 Notification of Employee Rights Under the National Labor

Relations ActIII-3.088 IV-406

Inspection of Supplies – Cost Reimbursement I.1-42III–3.307

Notification of Foreign Ownership or Foreign Place of Performance

I.1-46

Inspection of Services – Cost Reimbursement III–3.308 Notification of Late Delivery, Notification of Labor Disputes, And Notification of Other Delays

I.1-47





Inspection – T&M and Labor Hour III–3.309 Notification of Ownership or Legal Structure Changes I.1-48Notification of Ownership Changes, 52.215-19 III-3.072

IV.405Representations and Certifications I.1-3

Notification of Potential Safety Issues III-3.045 IV-420

Requirements for Contracts Involving Export-Controlled Items

III-3.006 IV-412

Notification of Transportation of Supplies by Sea III-3.047 Restriction on Acquisition of Ball and Roller Bearings III-3.024Obsolescence, Notification of Parts & Electronics; Discontinuation of Production

II-203 Restriction on Acquisition of Certain Items Containing Specialty Metals

III-3.020III-3.019

Obtaining and Maintaining Approvals I.16.a Restriction on Acquisition of Hand or Measuring Tools III-3.023Offset Credits, International I.1-6.j Restriction on Acquisition of Specialty Metals III-3.019

III-3.020Order of Precedence I.1-14 Restriction on Acquisition of Forgings III-3.025Packing and Crating I.1-31 Restriction on the Use of Mandatory Arbitration

AgreementsIII-3.013 IV-415

Patents and Copyrights I.1-61 Safeguarding Information and Technical Data; Access Control Plan/Technology Control Plan; Registration with the U.S. State Department; and Certification Under the U.S./Canada Joint Certification Program

I.1-8

Payment, Invoices, Final Release, & Set-Off I.1-53 Safety I.1-16I.1- 17 I.1- 18

Payments for Time-and-Materials/Labor Hour Orders I.1-54 Secondary Arab Boycott of Israel I.1-3.(v)Permits and Licenses I.1-16.a Section, Part, Clause, Paragraph, and Other Headings I.1-65Personal Identity Verification of Contractor Personnel III-3.059

IV-402Security Requirements I.1-5

Polychlorinated Biphenyls Prohibition I.1-22 Set-Off I.1-53Prohibition of Yellow Wrappings or Protection Devices; Radioactive Materials

I.1-25 Severability, Continuing Terms and I.1-63

Proprietary Information and Intellectual Property I.1-59 I.1-60

Shipments I.1-5 I.1-30 I.1-32I.1-33I.1-35III-3.022III–3.046III–3.047III–3.119

Public Release of Information (including NNPI) I.1-4 Shipping and Labeling Instructions and Deliveries I.1-30Purchaser or Government Property I.1-57 Shipping, Domestic (U.S.) Barge I.1-33Radioactive Materials I.1-25 Site Conditions I.1-20Reduction or Suspension of Contract Payments Upon Finding of Fraud or Falsification

I.1-11 Small Business Representation I.1-3.(v)

Registration – U.S. State Department I.1-8 Special Agreement Regarding Switchboard Subcontracts and Air Circuit breakers

P.1(d) II.217

Reimbursement Limitations for Certain Costs I.1-55 Special Program Certifications P.4Restriction on Access to Export-Controlled Equipment and Technical Data by Certain Employees

I.1-6.c Special UK Subcontractor and Lower-Tier UK Subcontractor Approval as “UK Industrial Participants”

P.1 (b)

Restriction on Acquisition of Facilities P.1(f) Standards of Conduct for Visitors I.1-18Restriction on Certain Payments & Overtime Compensation

I.1-56 Stop Work Order (also see Suspension of Work) III-3.113IV-408I.1-68

Rights in Technical Data (see also Proprietary Information)

I.1-59I.1-60II-218 II-219 III-3.028 III-3.029III-3.030 III-3.031

Subcontracting and Subcontracting Restrictions P.1(a)I.1-55

Re-Exports and Re-Transfers P.2 Subcontractor Travel and Per Diem Costs I.1-51





Suspension of Work (see also “Stop Work Order”) I.1-68III-3.113 IV-408

Vendor Information Request I.1-66

Taxes I.1-52 Warranty, Anti-Virus I.1-70Termination (Fixed Price) III–3.205

III-3.206Warranties (Fixed-Price Orders) I.2-101

Termination (Cost Reimbursement) III–3.310 Warranty of Services (Fixed-Price Orders) I.2-103Title, Government (CR and T&M Orders)(also see “Government Property”)

I.3-202III-3.117

Warranty of Supplies (Fixed-Price Orders) I.2-102

Title and Administration I.1-39 Warranties (Cost-Reimbursement Orders) I.3-201Title and Risk of Loss (Responsibility for Supplies) I.1-36

I.1-37Warranties (CR Orders) I.3-201

Toxic Substances/Hazardous Material Restrictions & Prohibitions

I.1-23I.1-30

Work on Buyer’s Owned or Controlled Premises/ Property/Work Site

I.1-17

Value Declaration I.1-34 Work Site Safety I.1-16.a(5)Value-Added Tax Exclusion (UK) II.220 Visitors, Control of I.1-8.(b)

I.1-18 II-208

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

PREFACEThis Request for Proposal, Request for Quotation, letter contract, or purchase order is a solicitation relating to or a subcontract under, a U.S. Government contract and may involve equipment and/or technical data subject to export controls and which may have restrictions on public disclosure.

You are responsible for complying with all laws and regulations including those pertaining to safeguarding export-controlled technical data and hardware from unauthorized disclosure.

P.1. SUBCONTRACTING AND SUBCONTRACTING RESTRICTIONS. (a) Subcontractor Eligibility -

1. Before providing export controlled technical data and/or hardware to prospective lower-tier bidders and suppliers, it is your responsibility to ensure that the intended recipient is eligible to receive it.

2. As a prospective subcontractor/subcontractor to EB, you must satisfy the following criteria. You should consider, as a minimum, using similar criteria when evaluating your prospective recipients of technical data/hardware or subcontracts.(Note: Nothing stated here is intended to relieve you of any of your responsibility to comply with all applicable laws, regulations, rules, etc.)

Be actively certified under the U.S./Canada Joint Certification Program (“JCP Certified”) (Refer to clause 8.) ( Applies to U.S. & Canadian Suppliers only.); and

Be registered with the U.S. State Department, when required (Refer to Clause 8.) (Applies to U.S. Suppliers only.); 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. (Refer to Clause 8.) (Applies to all intended recipients at every tier.); If access to Naval Nuclear Propulsion Information (NNPI) is required and you are eligible to receive it, you must have developed and implemented a

written Access Control Plan/Technology Control Plan (ACP/TCP) that also 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.);

Ensure that all prospective UK suppliers and UK subcontractors are approved as UK Industrial Participants (“UKIP”) before providing them with any bid solicitations, letter contracts, and purchase orders. However, UK suppliers and subcontractors who will provide commercial items only with notransfer of ITAR-controlled hardware or technical data need not be approved as UKIPs;

Ensure that dual national/third country national employees do not have access to U.S. and/or UK export-controlled hardware or technical data without the prior written authorization of Buyer. (Refer to clause 6.e.);

Ensure that EB prior approval as well as appropriate U.S. State Department and other U.S. Government approvals and/or licenses are obtained for all prospective non-UKIP suppliers and subcontractors intending to participate in this program;

Include in lower-tier solicitations and subcontracts all subcontract requirements of these Terms and Conditions, the letter contract/purchase order, and all other documents applicable thereto, that are required to be flowed down;

Complete and submit all certifications and representations requested by the EB Buyer (including but not limited to clauses P.3 and I.3 below); When required, submit a Small Business Subcontracting Plan (with large businesses only). (Refer to Part III, clause 3.076, FAR 52.219-9.)

Certain exceptions may apply. Failure to submit and negotiate a small business subcontracting plan, when required, may make the Offeror ineligible for award of a subcontract.

The intended recipient must not: be debarred, suspended, proposed for debarment, or otherwise ineligible to receive a U.S. Government contract or subcontract (Refer to Clauses 3 and

3.060; applies to all intended recipients; prior written approval of the Purchaser and Purchaser’s customer is required for any exceptions.); or be owned or controlled by the Government of a Terrorist Country as defined in the Part IV DFARS clause 252.209-7004 entitled “Subcontracting with

Firms that are Owned or Controlled by the Government of a Terrorist Country” as modified to read as shown (written approval of the





Buyer and the U.S. Government is required for any exceptions).(b) Special UK Subcontractor and Lower-Tier UK Subcontractor Approval as “ UK Industrial Participants ”

All current and prospective UK subcontractors under this RFQ/RFP, Letter Contract, or purchase order and their prospective UK lower-tier subcontractors must be certified as UK Industrial Participants (UKIP) prior to being provided any export-controlled equipment or technical data relating to this subcontract.

Contact Buyer to confirm an U.K. entity’s UKIP status.Unless approval is also required under another provision in these terms and conditions or the purchase order, the Seller must request in writing and

receive prior written approval from EB before soliciting quotations or proposals under this purchase order for a lower-tier subcontract from any prospective subcontractors that are not either U.S. entities organized to do business in the U.S., or, United Kingdom (UK) entities that have been approved as “UK Industrial Participants (UKIP)”.

Contact the EB Buyer for details. However, this provision requiring UKIP certification does not apply to lower-tier subcontracts that are for the acquisition of only commercially

available off-the-shelf items (as defined in FAR 2.101) that do not require the transfer or disclosure of any U.S. ITAR-controlled hardware ortechnical data.

(c) Notice of Lower-Tier Subcontract Solicitation and Award – In addition to notice and approval of (b) above, Seller shall provide the Buyer with prior written notice of the prospective award of all subcontracts placed by Seller under this Purchase Order that are expected to equal or exceed $500,000 or 50% of the value of this Purchase Order, whichever is lesser.

Seller shall also notify the Buyer in writing and request approval to proceed if the total of all subcontracts awarded under this purchase order exceeds, or is expected to exceed, 70% of the total expected value of this purchase order.

(d) 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 clause 3.011, DFARS 252.215-7004 & ALT I, “Excessive Pass-Through Charges – Alternate I” (See clause for certain exceptions.) and clause 3.074, FAR 52.215-23, Limitations on Pass-through Charges.

(e) Special Agreement Regarding Switchboard Subcontracts and Air Circuit Breakers – (Refer also to clause 217.) Seller shall obtain written consent of the Purchaser prior to placing any subcontract which contains air circuit breakers for switchboards in accordance with the Part II clause herein entitled “Special Agreement Regarding Switchboard Subcontracts”.

The Seller shall, in all cases involving subcontracts which contain air circuit breakers for switchboards, give advance notification to the Buyer and obtain written consent of the Buyer and the Buyer’s Contracting Officer via Buyer prior to placing any such subcontract. Such advance notification shall include all information listed under paragraph (f)(1) of the FAR clause 52.244-2 entitled “Subcontracts”.

(f) No CPPC Type Subcontracts; Fee Limitations - No subcontract or modification thereof, at any tier, placed under this Purchase Order shall provide forpayment 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).

(g) Restriction on Acquisition of Facilities - Except as may be specifically provided in this purchase order, Seller shall not acquire facilities hereunder andSeller 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.

(h) Special Consent Requirements for Certain Subcontracts – The Seller shall request and obtain the Buyer’s prior written consent before placing lower-tier subcontracts under this Letter Contract/Purchase Order with the following:

- Huntington Ingalls Incorporated(formerly Northrop Grumman Shipbuilding, Inc.)

- Computer Sciences Corporation (CSC)(i) Notice of Suits or Other Actions – This letter contract/purchase order is a subcontract under a Government contract and may involve equipment and/or

technical data subject to export controls and which may have restrictions on public disclosure. The Seller shall give the Buyer immediate written notice of any action or suit filed and prompt notice of any claim made against the Seller by any lower-

tier subcontractor or vendor that, in the opinion of the Seller, may result in litigation related in any way to this letter contract/purchase order. (j) Approval of Mock-Up Construction - Prior to commencing construction of any physical mock-ups required for performance hereunder, Seller is to request

and obtain written EB approval.(k) Restriction on Subcontracts with Debarred, Suspended, Proposed for Debarment ,or Otherwise Ineligible Entities - Seller shall not subcontract with

parties that are debarred, suspended, proposed for debarment, or otherwise declared ineligible by any Federal Agency for the award of any (1) Government contracts or (2) subcontracts under Government contracts or higher-tier subcontracts, without the prior written approval of the Buyer and the Buyer’s Customer.

(l) Approvals for Re-exports and Re-transfers - No re-export or re-transfer may be made prior to receiving written Electric Boat approval. (Refer to P.2.)

(m) Licensing - When required by the rights in technical data and rights in computer software and computer software documentation clauses of this subcontract, negotiate and execute a license agreement that, when executed, identifies and enumerates all rights in technical data – noncommercial items, if any, as well as all rights in noncommercial computer software and noncommercial computer software documentation, if any, that the Seller and/or its lower-tier subcontractors has/have granted to the U.S. Government (and others, if any) under the provisions of this subcontract. Any such license agreement is hereby made part of this subcontract under the Buyer’s prime contract. (e.g., See clauses 59, 60, 3.028, 3.029, 3.030, etc.) (Applies to all intended recipients.).

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 IV clause entitled “DFARS 252.209-7004, Subcontracting with Firms That Are Owned or Controlled by the Government of a Terrorist Country”.

P.2. 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 a subcontractor of Electric Boat or by a lower tier subcontractor.)No export, re-export, re-transfer, or sublicensing in performance of this order or any subcontract hereunder, at any tier and regardless of location, may be made

prior to receiving written Electric Boat approval. When EB and/or U.S. Government approval is required, the Seller agrees to provide Electric Boat with the following: name of subcontractor, full address of

subcontractor including their country, role ofsubcontractor, a list of defense articles and/or technical data to be transferred. 5/14/12 7 of 63 (Supersedes Prior Rev 0 (Apr 2011)

NOT APPROVED FOR PUBLIC RELEASE




P.3. SPECIAL PROGRAM CERTIFICATIONSSeller agrees to complete and submit in writing to the Buyer, on a timely basis, requested certifications deemed necessary and required by the Buyer. These

certifications include but are not limited to: (1) Vendor Capability Form, (2) Certification and Representation Regarding Foreign Ownership, Control or Influence (FOCI Cert) form,(3) Supplier Quality Questionnaire (when requested), and(4) Special Certification as a UK Industrial Participant (UKIP) (Note: Seller’s cert is obtained by EB. Contact the Buyer to confirm an U.K. entity’s UKIP status.)

The FOCI Cert form and any attachments shall be updated and re-submitted to Buyer every twelve (12) months. Additional certifications may be required. Seller agrees to notify Buyer, in writing, of changes to previously submitted certifications (such as change in ownership, place of performance, etc.) and agrees to

complete new certifications as requested by Purchaser.

______________________________________________________________________________________________________________________________________________________________________________________________________________________

PART I - GENERAL PROVISIONS

1. ENGLISH LANGUAGE AND STANDARDS. All communications and submittals (including without limitation, reports, correspondence, drawings, notices, marking, 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. DEFINITIONS. The clauses at FAR 2.101, Definitions, and FAR 52.202-1, Definitions, are incorporated herein by reference. Unless the context or aspecific clause or provision of these terms and conditions specifies or indicates a different meaning, as used in these terms and conditions the following terms shall have the following meanings:

A. “Buyer”, “EB”, “Purchaser”, or “Owner” 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” have the same meaning throughout these terms and conditions, excluding references to Buyer’s Prime Contract. As used herein, they mean this contract between Buyer and Seller and include letter contracts or other contractual arrangements, as well as written supplements or amendments to them.

C. “Contract Administrator” means Buyer’s cognizant Materials Management representative identified within the Purchase Order.D. “Contracting Officer” means the person executing Buyer’s 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. “Defense article” has the same meaning as found in the International Traffic in Arms Regulations (ITAR)(22 CFR 120.6).F. “Department of Navy” means the U.S. Department of the Navy, Naval Sea Systems Command or any duly authorized representative thereof includ ing the

Contracting Officer for Buyer’s Prime Contract.G. “Foreign national” means, unless the clause specifies a different meaning, any person not a United States citizen or a United States national (born in

Puerto Rico, American Samoa, Guam, or the U.S. Virgin Islands.H. “Foreign person” has the same meaning as found in the ITAR (22 CFR 120.16), unless the clause specifies a different meaning.I. “Government” or “Federal” means the “United States of America”.J. “ITAR” means the U.S. International Traffic in Arms Regulations (22 CFR 120 -130) of the U.S. Department of State.J. “Lower-tier subcontract” means any agreement entered into by the Seller or Seller’s sub-tier supplier(s) in furtherance of the performance of this Purchase

Order.K. “Re-export” or “Retransfer” (ITAR 22 CFR 120.19) means the transfer of defense articles or defense services to an end use, end user or destination not

previously authorized.L. “Seller”, “Supplier”, “Subcontractor”, or “Contractor” means the Seller, person, firm, corporation or other entity identified on the first page of this

Purchase Order or Letter Contract to whom this award is made.M. “Technical data” has the same meaning as found in the ITAR (22 CFR 120.10).N. “UK Industrial Participant” (UKIP) means a United Kingdom (UK) entity that is certified as being under United Kingdom Ownership, Control, or

Influence and has been approved for potential subcontract work under a particular government program.O. “Work” means all required articles, materials, supplies, goods, and services constituting the subject matter of this Purchase Order.

3. REPRESENTATIONS AND CERTIFICATIONS. As of the time of award of the Purchase Order, Seller represents and warrants that: (i) If this Order exceeds or is expected to exceed $10,000, Seller has submitted to Purchaser EB form 84-01-0751 Certification and Representations that are

incorporated herein by reference; (ii) Seller's certifications and representations are current, accurate and complete; (iii) In the performance of the Purchase Order, Seller shall use at least the percentage of recovered materials required by the applicable Purchase Order

specifications, if any are specified; and (iv) Seller and/or any of its principals: (a) are not presently debarred, suspended, or proposed for debarment, or declared ineligible for the award of any contracts

by any Federal Agency; (b) have not, within a three-year period preceding its quotation, proposal, or award of this contract, which ever is earliest, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, state, or local) contract or subcontract; violation of Federal or state antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records; making false statements, tax evasion, or receiving stolen property; (c) are not presently indicted for, or otherwise criminally or civilly charged by a government entity with, commission of any of the offenses enumerated in paragraph (b) above; and (d) the Seller has not, within a three-year period preceding the dates of Seller’s offer and award of this contract, whichever is earlier, had one or more contracts terminated for default by any Federal agency; and





(v) Small Business Representation - If Seller is representing itself as a small disadvantaged business (SDB); women-owned small business concern (WOSB); HUBZone small business concern (HUBZone); veteran-owned small business concern (VOSB); and/or a service-disabled, veteran-owned small business concern (SDVOSB), that:

a. No material change in ownership, control or net worth qualification has occurred since its most recent certification submittal to EB; and b. If the subcontractor is representing as a HUBZone small business concern, it is currently certified as a HUBZone small business concern and the

certification is verifiable by accessing the Central Contractor Registration (CCR) database. Penalties and Remedies:

In accordance with FAR 52.219-9, Small Business Subcontracting Plan, invoked herein in Part III.0, Seller is advised that there are penalties and remedies for misrepresentations of business status as small, veteran-owned small business, HUBZone small, small disadvantaged, or women-owned small business for the purpose of obtaining a subcontract, such as this Purchase Order, that is to be included as part or all of a goal contained in the Contractor’s subcontracting plan.

As described in FAR 19.301-1, the SBA’s regulations on penalties for misrepresentations and false statements are contained in 13 CFR 121.108 for small business, 13 CFR 124.501 for 8(a) small business, 13 CFR 124.1011 for small disadvantaged business, 13 CFR 125.29 for veteran or service-disabled veteran-owned small business, and 13 CFR 126.900 for HUBZone small business.

(vi) If this order exceeds or is expected to exceed $100,000, Seller (“Offeror”) makes the following certification and disclosure and agrees to certify and disclose accordingly (refer to Part III also):FAR 52.203-11, CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (SEPT 2007) (MODIFIED) (Applies if this order exceeds or is expected to exceed $100,000.) (a) Definitions. As used in this provision—“Lobbying contact” has the meaning provided at 2 U.S.C. 1602(8) . The terms “agency,” “influencing or attempting to influence,” “officer or employee of an agency,” “person,” “reasonable compensation,” and “regularly employed” are defined in the FAR clause of this solicitation entitled “Limitation on Payments to Influence Certain Federal Transactions” (52.203-12).

(b) Prohibition. The prohibition and exceptions contained in the FAR clause of this solicitation entitled “Limitation on Payments to Influence Certain Federal Transactions” (52.203-12) are hereby incorporated by reference in this provision.

(c) Certification. The offeror or Seller, by signing its offer or accepting this Purchase Order, hereby certifies to the best of its knowledge and belief that no Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on its behalf in connection with this solicitation; the awarding of this purchase order or Buyer’s prime contract.

(d) Disclosure. If any registrants under the Lobbying Disclosure Act of 1995 have made a lobbying contact on behalf of the offeror with respect to this contract, the offeror shall complete and submit, with its offer, OMB Standard Form LLL, Disclosure of Lobbying Activities, to the Buyer’s Contracting Officer via Buyer, to provide the name of the registrants. The offeror need not report regularly employed officers or employees of the offeror to whom payments of reasonable compensation were made.

(e) Penalty. Submission of this certification and disclosure is a prerequisite for making or entering into this contract imposed by 31 U.S.C. 1352 . Any person who makes an expenditure prohibited under this provision or who fails to file or amend the disclosure required to be filed or amended by this provision, shall be subject to a civil penalty of not less than $10,000, and not more than $100,000, for each such failure.

(f) Seller shall include the language of this certification in all subcontract awards at any tier and require that all recipients of subcontract awards in excess of $100,000 shall certify and disclose accordingly.

(vii) SECONDARY ARAB BOYCOTT OF ISRAEL Refer to the Part III DFARS clause entitled “252.225-7031, Secondary Arab Boycott of Israel (JUN 2005”.) Certification. If the Seller/Supplier is a foreign person as defined in the clause, by submission of an offer or by commencing work, it certifies that it –

(1) Does not comply with the Secondary Arab Boycott of Israel; and(2) Is not taking or knowingly agreeing to take any action, with respect to the Secondary Boycott of Israel by Arab countries, which 50 U.S.C. App. 2407(a) prohibits a United States person from taking.

(viii) 52.223-13, CERTIFICATION OF TOXIC CHEMICAL RELEASE REPORTING (Aug 2003) (Applies and to be completed if this is a competitive solicitation that exceeds or is expected to exceed $100,000 (including all options), except if the solicitation is for the acquisition of commercial items as defined in FAR Part 2.)

(a) Executive Order 13148, of April 21, 2000, Greening the Government through Leadership in Environmental Management, requires submission of this certification as a prerequisite for contract award.

(b) By signing this offer, the offeror certifies that— (1) As the owner or operator of facilities that will be used in the performance of this contract that are subject to the filing and reporting requirements

described in section 313 of the Emergency Planning and Community Right-to-Know Act of 1986 (EPCRA) (42 U.S.C. 11023 ) and section 6607 of the Pollution Prevention Act of 1990 (PPA) (42 U.S.C. 13106 ), the offeror will file and continue to file for such facilities for the life of the contract the Toxic Chemical Release Inventory Form (Form R) as described in sections 313(a) and (g) of EPCRA and section 6607 of PPA; or

(2) None of its owned or operated facilities to be used in the performance of this contract is subject to the Form R filing and reporting requirements because each such facility is exempt for at least one of the following reasons: [Check each block that is applicable.]

[ ] (i) The facility does not manufacture, process, or otherwise use any toxic chemicals listed in 40 CFR 372.65; [ ] (ii) The facility does not have 10 or more full-time employees as specified in section 313(b)(1)(A) of EPCRA,

42 U.S.C. 11023(b)(1)(A) ; [ ] (iii) The facility does not meet the reporting thresholds of toxic chemicals established under section 313(f) of EPCRA, 42 U.S.C. 11023(f)

(including the alternate thresholds at 40 CFR 372.27, provided an appropriate certification form has been filed with EPA); [ ] (iv) The facility does not fall within the following Standard Industrial Classification (SIC) codes or their corresponding North

American Industry Classification System sectors: (A) Major group code 10 (except 1011, 1081, and 1094. (B) Major group code 12 (except 1241). (C) Major group codes 20 through 39. (D) Industry code 4911, 4931, or 4939 (limited to facilities that combust coal and/or oil for the purpose of generating power for

distribution in commerce). (E) Industry code 4953 (limited to facilities regulated under the Resource Conservation and Recovery Act, Subtitle C (42 U.S.C. 6921 ,

et seq.), or 5169, or 5171, or 7389 (limited to facilities primarily engaged in solvent recovery services on a contract or fee basis); or [ ] (v) The facility is not located in the United States or its outlying areas.

(ix) DFARS 252.222-7006, CERTIFICATION OF RESTRICTIONS ON THE USE OF MANDATORY ARBITRATION AGREEMENTS


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(Refer to the clause invoked in full text in Part IV). (Applies if the Seller is a “covered subcontractor” as defined in the clause and this order exceeds $1,000,000, unless otherwise exempted by the clause.) The Seller certifies, by signature of the contract or by commencement of work in performance of this subcontract, that it requires each “covered subcontractor” to agree not to enter into, and not to take any action to enforce, any provision of any existing agreements, as described in paragraph (b)(1) of this clause, with respect to any employee or independent contractor performing work related to such subcontract. The prohibitions of this clause do not apply with respect to a contractor’s or subcontractor’s agreements with employees or independent contractors that may not be enforced in a court of the United States.

4. PUBLIC RELEASE OF INFORMATION (including NNPI)

(1) Information, data, photographs, sketches, advertising, displays, promotional brochures, or other materials related to Work under this Purchase Order, which Seller 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 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.

This 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 the approval request, Seller shall identify the specific media to be used, as well as other pertinent details of the proposed release.

All releases, regardless of tier of supplier, must have prior written approval of the Buyer (and the Government, when required). Should any information described above be requested, subpoenaed, or otherwise sought by a court of competent jurisdiction or other judicial or administrative

authority, this should be promptly brought to the attention of Buyer to permit appropriate measures to be taken to protect the information. Under no circumstances should this information be released to such authority without prior notification and agreement of the Buyer.

Seller agrees that this requirement of prior Buyer approval of any release shall survive the Purchase Order and that Seller shall not for a period of twenty years after issuance of this Purchase Order (or order extension period, if applicable) either directly or indirectly issue any such release without requisite approval of the Buyer, its successors, or assignees.

Seller shall include all provisions of this article including this sentence in all lower-tier subcontracts under this Purchase Order. (2) 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 includes, without limitation, reference to supplying any particular item or service to EB.

As identified elsewhere herein:(a) Naval Nuclear Propulsion Information (NNPI) must be protected from unauthorized release. NNPI may only be disclosed to U.S. citizens with a

legitimate need to know for performance of this purchase order and who are not otherwise prohibited from receiving NNPI (e.g., U.S. citizen representatives of foreign nationals or foreign interests, etc.)

Dual Citizenship - Special controls identified in OPNAVINST N9210.3apply prior to providing NNPI to U.S. citizens with dual citizenship.Refer to the other clauses herein dealing with NNPI and other export controls.

(b) Seller must insure that all required licenses and/or approvals are obtained prior to any export or disclosure of technical data or equipment subject to export control, whether such export takes place in the U.S. or abroad; and

(c) Prior EB written approval is required prior to the export or disclosure to (a) other than U.S. persons (as defined in the ITAR), whether in the U.S. or abroad, of any equipment or technical data subject to export control.

(d) In addition, Seller must comply with all distribution restrictions (e.g., Distribution Statement D; NOFORN; etc.) and other markings on documents.(e) Provisions similar to the foregoing shall be flowed down to lower-tier subcontractors at any tier.

5. SECURITY REQUIREMENTS.(1) 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)”. In such case, the information contained in the Contract Security Classification Specification (DD Form 254) provided by EB is hereby incorporated by reference and is provided to assist you in meeting these security requirements.

(2) 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.

(3) 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.

(4) 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 (e.g., OPNAVINST N9210.3) provisions in these terms and conditions and the Purchase Order relating to NNPI.

6. STANDARD TERMS AND CONDITIONS PERTAINING TO EXPORT CONTROL

6.a DFARS 252.204-7008, REQUIREMENTS FOR CONTRACTS INVOLVING EXPORT CONTROLLED ITEMS (Refer to this clause invoked elsewhere in these terms and conditions for the applicable revision of clause and the clause in full text as modified.)

6.b(i) REPRESENTATION AND WARRANTY -Seller represents and warrants that it is either:

(1) a U.S. Person as that term is defined in the U.S. Export Laws and Regulations, or that





(2) it 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.

(ii) Non-U.S. Personnel. Seller shall not give any non-“U.S. Person” (includes non-U.S. entities and representatives of non-U.S. entities, regardless of nationality) access to “Export-Controlled Items”, or provide an unauthorized Defense Service as those terms are defined in the applicable U.S. Export Laws and Regulations without the prior written consent of Purchaser and obtaining all required licenses and approvals.

Disclosure of NNPI is even more restricted (Refer to 5.a (4) and Part II). Any request for such consent must state the intended recipient’s citizenship(s), and status under 8 U.S.C. 1101 and 8 U.S.C. 1324 (the "Immigration and Naturalization Act"), and such other information as Purchaser may reasonably request.

No consent granted by Purchaser in response to Seller’s request hereunder shall relieve Seller of its obligations to comply with the provisions of U.S. Export Laws and Regulations, nor shall any such consent constitute a waiver of the requirements of U.S. Export Laws and Regulations, nor constitute consent for Seller to violate any provision of the U.S. Export Laws and Regulations.

(iii) Indemnification. Seller shall indemnify and save harmless Purchaser from and against any and all damages, liabilities, penalties, fines, costs, and expenses, including attorneys fees, arising out of claims, suit, allegations or charges of Seller’s failure to comply with the provisions of this paragraph and breach of the warranty set forth in (i) above. Any failure of Seller to comply with the requirements or any breach of the warranty contained in this paragraph shall be a material breach of this Purchase Order.

(iv) Subcontracts. The substance of this paragraph shall be incorporated into any subcontract entered into by the Seller for the performance of any part of the work under this Purchase Order.

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

6.c RESTRICTION ON ACCESS TO EXPORT-CONTROLLED EQUIPMENT AND TECHNICAL DATA BY CERTAIN EMPLOYEES.(1) Non-U.S. Personnel/Students – Seller shall not give any non-“U.S. Person” (includes non-U.S. entities and representatives of non-U.S. entities, regardless of

nationality) access to Export-Controlled Items, or provide an unauthorized Defense Service as those terms are defined in the applicable U.S. Export Laws and Regulations without:

(1) the prior written consent of the Purchaser, and(2) obtaining all required licenses and approvals. (2) Seller shall impose a similar restriction on its lower-tier subcontractors under this Order (when lower-tier subcontractors are eligible and/or approved by

Electric Boat and the U.S. Government to receive U.S. technical data).

6.d. 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 a subcontractor of Electric Boat or by a lower-tier subcontractor.)

No export, re-export, re-transfer, or sublicensing in performance of this Order or any subcontract hereunder, at any tier and regardless of location may be made prior to receiving:

(1) written Electric Boat approval, and (2) any required U.S. Government export authorization.

When EB, EB’s Customer, and/or U.S. Government approval is required, the Seller agrees to provide Electric Boat with the following: name of subcontractor; full address of subcontractor including their country; role of subcontractor, a list of defense articles and/or technical data to be transferred.

6.e DISCLOSURE OF EXPORT COMPLIANCE PROGRAM MANAGERSeller agrees that, upon request by Buyer, it will provide the name, address, and contact information of the person or persons responsible for the Seller’s export

compliance program governing the work under this Order in writing to the Buyer.

6.f DISCLOSURE OF SOURCE(S) AND MANUFACTURER(S) OF COMMODITIES OR ITEMS TO BE DELIVERED OR PROVIDED, “CERTIFICATION OF SUBCONTRACTOR ELIGIBILITY TO EXPORT” AND NOTIFICATION OF EXPORT RESTRICTIONS

(1) Seller agrees that, upon written request by the Buyer, Seller will provide the source and manufacturer of commodities or items to be delivered or otherwise provided in performance of this subcontract. This information may be required to facilitate Export licensing.

(2) Seller further agrees that, upon written request of the Buyer, Seller will provide a written “Certification of Subcontractor Eligibility to Export” to the Buyer. This will include:

(1) a statement that Seller screened the subcontractor and verified it is not debarred, suspended, proposed for debarment, or is otherwise ineligible to receive a U.S. Government contract or subcontract or ineligible for export privileges.

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

Notification – Seller agrees to notify Buyer in writing in a timely manner if it considers that it will not be able to comply with Buyer’s written request and provide

reasons for its assertion in writing.(3) Seller further agrees to notify EB if any deliverable under this Purchase Order is restricted by export control laws or regulations, and, upon request of the

Buyer, to provide, in writing, the USML Category Number or the Export Control Classification Number (ECCN) of such deliverable(s).

6.g. Where seller is a signatory on an export license or export agreement with or for Electric Boat Corporation (e.g., TAA, MLA)Where Seller is a signatory for an export license or export agreement with or for Electric Boat Corporation (e.g., TAA, MLA), Seller shall: (1) provide prompt notification to Buyer in the event of Seller’s changed circumstances including, but not limited to, name change, merger or acquisition,

change in DDTC Registration status, debarment, a violation or potential violation of the U.S. Export Control laws, and the initiation or existence of a U.S. Government investigation, that could affect seller’s performance under this Contract.

(2) provide prompt notification to Buyer in the event of Seller’s company change of name or merger or acquisition, (3) comply with all provisions and requirements of any such export license or agreement (e.g. TAA, MLA).

6.h. IMPORTER OF RECORD; ANTI-DUMPING WARRANTY; DUTY-FREE ENTRY.(This clause applies if this purchase order/letter contract involves in any manner an import into the customs territory of the United States.)(1) 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 with EB’s

Customs Broker (contact Buyer for details) prior to shipment. Failure to comply may result in the shipment being rejected or refused and returned to Seller at Seller’s expense.





(2) Anti-Dumping Warranty - If elsewhere in this purchase order/letter contract, Electric Boat Corporation (“EB”) is indicated as the “importer of record”, 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.).

(3) Duty-Free Entry (DFE) – Seller is to coordinate all shipments under this order with the EB Buyer. If a prospective import into the United States is eligible for duty-free entry (DFE) due to its classification in the Harmonized Tariff Schedule of the U.S. (HTSUS) or due to a Trade Agreement, Seller is to take necessary actions to allow Buyer to obtain DFE.

If not, Seller is to refer to the Part II clause II.009 herein entitled DFARS 252.225-7013, Duty-Free Entry, and is to determine with the EB Buyer whether the prospective import into the U.S. is eligible for DFE under the DFARS clause(s).

If yes, Seller is to take actions necessary to obtain DFE under the clause. Special marking, labeling, and packaging apply.

6.i. EXPORT PROHIBITIONS – OFFSHORE PROCUREMENTS.(This clause applies if this Purchase Order/Letter Contract requires the export of unclassified technical data subject to the United States International Traffic in Arms Regulations (ITAR) (22 CFR 120 et seq.) to “foreign persons” for offshore procurement of “defense articles” under a DSP-5, Offshore Procurement license (See ITAR 124.13 .).

When this clause applies, Seller shall comply with the following requirements: 1. unless otherwise expressly directed by the Buyer in writing, the Seller agrees that it shall deliver, or have delivered, all of the defense articles to be manufactured

or produced in performance of this subcontract/letter contract/purchase order (collectively “Order”) only to the Buyer in the United States (“U.S.”) or to an agency of the U.S. Government; and

2. the technical data of U.S. origin to be used in the foreign manufacture of defense articles does 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); and

3. 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; and 4. 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; and

5. neither the Seller nor any other “foreign person” or foreign entity, including Seller’s lower-tier subcontractors, may acquire any rights in the data; and6. 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 their terms ; and7. the Seller agrees to incorporate all of the prohibitions, restrictions, and limitations of this clause in all lower-tier subcontracts between 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, and Seller shall require its lower-tier subcontractors at all tiers to do likewise.

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

6.j. OFFSET CREDITS, INTERNATIONAL.Unless otherwise agreed to and incorporated in writing herein, all offset benefit credits or countertrade credits resulting from this subcontract/letter

contract/purchase order, and from any lower-tier subcontracts hereunder, shall accrue solely to the benefit of, and shall be the property of, Electric Boat Corporation to be applied the offset program of EB’s choice.

Seller agrees to cooperate with EB and to assist EB in securing the applicable offset credits from the respective country government authorities.

6.k. COMMITTEE ON FOREIGN INVESTMENT IN THE UNITED STATES (CFIUS) CFIUS is an inter-agency committee authorized to review transactions that could result in control of a U.S. business by a foreign person (“covered transactions”), in order to determine the effect of such transactions on the national security of the United States. CFIUSoperates pursuant to section 721 of the Defense Production Act of 1950, as amended by the Foreign Investment and National Security Act of 2007 (FINSA) (section 721) and as implemented by Executive Order 11858, as amended, and regulations at 31 C.F.R. Part 800.

The Seller shall notify the Buyer in accordance with the clause herein entitled “Notification of Foreign Ownership or Foreign Place of Performance” and shall comply with all requirements and obtain all approvals that may be imposed or required by the CFIUS or U.S. Government agency.7. EXPORT CONTROL MARKING.

In addition to the requirements of this paragraph, the Seller shall comply with all other requirements relative to Naval Nuclear Propulsion Information wherever located in this Purchase Order.

Seller shall place the following statement on documents being exported containing defense U.S. technical data that is 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 are subject to severe criminal penalties. Disseminate in accordance with provisions of OPNAVINST 5510.161.

DESTRUCTION NOTICE: Destroy by any method that will prevent disclosure of contents or reconstruction of the document.

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

7.a. EXPORT CONTROL MARKINGS, SPECIAL PROGRAMIn addition to the requirements of Clause 7, Export Control Marking, the Seller shall comply with the following and with all other marking requirements of this

Purchase Order.

Seller shall place the following statement on documents being exported containing defense U.S. technical data that is controlled by the Arms Export Control Act:

This document is pre-decisional and fully or partially exempt from release under the Freedom of Information Act, P.L. 93-502 (5 U.S.C. & 552) by Exemption 5, 5 U.S.C. & 552(b)(5). Do not release without the prior specific approval of the originator.





This information is furnished upon the condition that it will not be released to another nation without specific authority of the Department of the Navy of the United States, that it will not be used for other than military purposes; that individual or corporate rights originating in the information, whether patented or not, will be respected, and that the information be provided the same degree of security afforded it by the Department of Defense of the United States.

The technical data being exported from the United States in furtherance of ____ [insert Program title as provided by Buyer], and any defense article which may be produced or manufactured from such technical data, may not be directly or indirectly sold, leased, released, assigned, transferred, conveyed, or in any other manner disposed of, in or to any person or entity in a third country or to a national of a third country, unless the prior approval of the U.S. Department of State has been obtained.

____________________ [insert export authorization as provided by Buyer is applicable."

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

8. SAFEGUARDING INFORMATION AND TECHNICAL DATA; ACCESS CONTROL PLAN/TECHNOLOGY CONTROL PLAN; AND CERTIFICATION UNDER THE U.S./CANADA JOINT CERTIFICATION PROGRAM.It is your responsibility to comply with export control law and regulations as well as contractual requirements and to prevent unauthorized disclosures (including

visual disclosures) of export-controlled equipment and technical data. (a) Safeguarding Information and Technical Data. Electric Boat Corporation is a defense prime contractor to 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 our 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., should be considered to be technical data for export control purposes as outlined in the U.S. International Traffic in Arms Regulations (ITAR) (22 CFR 120 et seq.).

You are solely and expressly responsible to insure that you safeguard 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, you should insure 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 prior to any public release.

Severe civil and criminal penalties may result from failure to comply with these requirements. In addition to any other penalties that may be imposed, failure to comply shall also be a breach of this contract and grounds for termination of this Purchase Order for Default.

Refer to the Part I and Part II clauses herein addressing export control as well as those dealing with NNPI. In addition, refer to the Part III DFARS clause 252.204-7000, Disclosure of Information for additional information.

(b) Access Control Plan/Technology Control Plan (ACP/TCP). It is your responsibility to comply with export control laws and regulations as well as contractual requirements and to prevent unauthorized disclosures

(including visual disclosures) of export-controlled articles, items, and technical data.If the work you perform for EB requires or will require access to EB proprietary data, militarily critical technology and/or export-controlled technical data,

you are required to have in place a formal, written Access Control Plan/Technology Control Plan suitable to your organization.This includes policies and procedures for controlling disclosure of information to your employees, visitors, subcontractors, etc. who are not “U.S. Persons”

(as defined in the U.S. International Traffic in Arms Regulations (“ITAR”)) with a “need to know” and, for the more stringent control requirements for Naval Nuclear Propulsion Information (NNPI), those who are not “U.S. citizens” with a “need to know” for performance of the work under this Purchase Order (refer to the NNPI restrictions in these terms and conditions and OPNAVINST N9210.3 for control of NNPI). If access to NNPI is required, the clause herein entitled Protection of Naval Nuclear Propulsion Information requires that you have such safeguards, policies, and procedures.

Unless specific prior written EB and EB Customer approval has been requested by Seller and granted, no person (including one of your own employees) or entity is to 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.

You may not provide access to EB proprietary data, militarily critical technology and/or technical data, or NNPI to persons other than your otherwise eligible employees or other eligible persons designated by you to act on your behalf unless such access is permitted by U.S. DoD Directive 5230.25, by the cognizant U.S. Government Agency, or written authorization by EB.

An ACP/TCP is a your written documented plan developed to prevent the unauthorized export or 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 your own agents or employees. An ACP/TCP typically includes, but is not limited to, details of your company’s written policies and procedures to control and prevent unauthorized disclosure (including visual disclosure) of export controlled information, technical data, and hardware to other than “U.S. Persons” (as defined in the ITAR), including any of your own employees who are ineligible to receive it.

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

The ACP/TCP should spell out how non-U.S. citizens are excluded from access to the subcontract work area, drawings, and other files and defense articles including hardware pertaining to this or other EB subcontracts.

An ACP/TCP would likely address security measures determined necessary to reasonably prevent the possibility of inadvertent access by non-U.S. citizen employees and visitors to information for which they are not authorized. The ACP/TCP should also prescribe measures designed to assure that access by non-U.S. citizens is strictly limited to only that specific information for which appropriate Federal Government disclosure authorization has been obtained; e.g., an approved export license or technical assistance agreement. Unique badging, escort, segregated work area, security indoctrination schemes, and other measures that are appropriate to your organization should be addressed in your ACP/TCP.

NNPI - If you are eligible to receive access to Naval Nuclear Propulsion Information (NNPI) and expect to have a “need to know” for NNPI, an ACP/TCP is required. It 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.

If you will require access to Naval Nuclear Propulsion Information (NNPI) and are otherwise eligible to receive NNPI (Refer to OPNAVINST N9210.3, as applicable), the clause herein entitled “Protection of Naval Nuclear Propulsion Information” requires that you have such safeguards, policies and procedures. The ACP/TCP should address the more stringent controls for access to NNPI which is, in part, limited to only “U.S. citizens” with a need to know for performance of the work under this Purchase Order (see NNPI restrictions identified elsewhere in these terms and conditions and the applicable revision of OPNAVINST N9210.3).

This also assumes that the recipients of such technical data are not debarred, suspended, proposed for debarment or otherwise found by any Federal agency to be ineligible to participate in such work.





Resources: There are a number of resources for guidance in developing an ACP/TCP. Some include the U.S. State Department, Directorate of Defense Trade Controls, website (http://www.pmddtc.state.gov/) that offers general guidelines for an export compliance program (click on “Compliance”, “Compliance Program Guidelines”). The Defense Security Service (DSS) provides a sample Technology Control Plan (TCP) on its website (https://www.dss.mil/GW/ShowBinary/DSS/isp/foci/sample_tech_con_plan.html).(c) Certification Under the U.S./Canada Joint Certification Program (JCP). (Applicable to U.S. and Canadian subcontractors only.)

Performance of work for EB may require you to be certified by the US/Canada Joint Certification Program (JCP), which establishes your 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). This certification is mandatory for U.S. or Canadian contractors requiring 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).

To obtain certification you must submit a DD Form 2345 to the U.S./Canada Joint Certification Office, along with a copy of the company's State/Provincial License, Incorporation Certificate, Sales Tax Identification Form or other documentation which verifies the legitimacy of the company.

The form, with instructions, is available at http://www.dlis.dla.mil/gidm/ .

9.a. BUSINESS CONDUCT AND ETHICS. Refer also the clauses herein entitled “Fraud and Falsification” and “FAR 52.203-13, Contractor Code of Business Ethics and Conduct”. The Purchaser has implemented a comprehensive Business Ethics and Conduct Program, which is summarized in the General Dynamics Handbook entitled

“General Dynamics Standards of Business Ethics and Conduct” which is available for viewing on-line at EB’s Web Site: www.gdeb.com (click on “Suppliers”, click on “Doing Business with EB”.)

The Seller shall be familiar with this handbook and abide by its principles; in particular, Seller shall not offer any gift or gratuity to Purchaser's employees, their families, customers or their representatives in a manner inconsistent with the guidance provided in this handbook.

Seller agrees that it will adhere to similar standards of ethical behavior including developing a suitable system for identifying and reporting possible violations and agrees that it will invoke similar requirements on its lower-tier subcontractors.

Furthermore, any falsification, concealment, or alteration of any material fact, or any false, fraudulent or fictitious statement or representation in connection with the work under a Purchase Order within the jurisdiction of the Federal Government is not only prohibited by the Purchaser's policy, but may also be punishable under Federal Law. You may also refer to EB’s annual holiday letter to active suppliers which reinforces our policies.

9.b. FOREIGN CORRUPT PRACTICES ACT PROHIBITIONS (FCPA). (Applicable to both U.S. and non-U.S. persons and U.S. and non-U.S. business concerns.) By accepting this subcontract/purchase order or by commencing work of any kind with respect to this subcontract/purchase order, the Seller certifies and

represents that: (1) it has not taken, and warrants that it 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(2) 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.

The anti bribery provisions of the U.S. FCPA make it unlawful for a U.S. person, and certain foreign (i.e., non-U.S.) issuers of securities, to make a corrupt payment to a foreign official for the purpose of obtaining or retaining business for or with, or directing business to, any person. Since 1998, the anti-bribery provisions of the FCPA also apply to foreign firms and persons who cause, directly or through agents, an act in furtherance of such a corrupt payment to take place within the territory of the United States. In part, specifically, the anti-bribery provisions of the FCPA prohibit the willful use of the mails or any means of instrumentality of interstate commerce corruptly in furtherance of any offer, payment, promise to pay, or authorization of the payment of money or anything of value to any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to a foreign official to influence the foreign official in his or her official capacity, induce the foreign official to do or to omit to do an act in violation of his or her lawful duty, or to secure any improper advantage in order to assist in obtaining or retaining business for or with, or directing business to, any person. (Source: U.S. Dept. of Justice Web Site http://www.justice.gov/criminal/fraud/fcpa/)

Severe penalties may result from failure to comply.Seller shall insure that the substance of this clause is included in all lower-tier subcontracts at any tier.

9.c. COUNTERFEIT PARTS/COUNTERFEIT WORK PROHIBITION.(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 performance and this clause, as used hereunder:(i) “Authentic” shall mean:

(A) genuine; (B) 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” shall mean 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” - For purposes of this clause, Work consists of those parts delivered under this contract that are the lowest level of separately identifiable items (e.g., articles, components, goods, and assemblies). “Counterfeit Work” means Work 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” shall mean 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.

(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.


http://www.justice.gov/criminal/fraud/fcpa/

http://www.gdeb.com/

http://www.dlis.dla.mil/gidm/

http://www.dlis.dla.mil/jcp/forms/DD2345Form.pdf

http://www.pmddtc.state.gov/




Except, used, reconditioned, or remanufactured supplies, or unused former Government surplus property, that is authentic may be used in this subcontract performance if the Seller has proposed in writing the use of such supplies, and then only if EB and EB’s Contracting Officer or higher-tier contractor has authorized their use in writing.

SELLER must present complete and compelling support for its request and include in its request all actions to ensure the parts/components thus procured are legitimate parts. EB’s approval of Seller’s request(s) does not relieve Seller’s responsibility to comply with all order requirements, including the representations and warranties in this clause and stated elsewhere.

(c) Prohibition on Counterfeits / Purchase from OEMs/OCMs - Seller agrees and shall ensure that Counterfeit Parts or Counterfeit Work are not delivered to or incorporated into Electric Boat (“EB”) or to EB’s designee 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. This includes it being provided either as an end item deliverable or as a component or subcomponent of an end item deliverable under this

subcontract/purchase order/letter contract.To further mitigate the possibility of the inadvertent use of Counterfeit Parts or Counterfeit Work, Seller shall only purchase authentic

parts/components/products to be delivered or incorporated as Work to Buyer 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 that 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 (e.g., P.O. supplement; VIR disposition; etc.), 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 subcontract/purchase order.

Counterfeit Parts and Counterfeit Work are NONCONFORMING regardless of their otherwise acceptable condition, quality, performance, functionality, and/or suitability for purpose.

(f) Termination - Providing Counterfeit Parts or Counterfeit Work shall constitute a material breach of this contract and Buyer may, at Buyer’s sole option, terminate this order for the default of the Seller.

(g) 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 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.

(h) 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 (e.g., without limitation, Office of Inspector General, Defense Criminal Investigative Service, Federal Bureau of Investigation, etc.) for investigation and reserves the right to withhold payment for the items pending the results of the investigation and any proceedings related to the matter. Notwithstanding any other provision of this order, the Buyer shall be under no obligation to pay for any of such items determined to be counterfeit or unacceptable.

(i) Notification Requirement – (1) Seller shall immediately notify EB in writing with the 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.(2) 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.(3) Seller shall also immediately notify EB in writing if it or its subcontractors at any tier cannot maintain tracking of the supply chain back to the OCM/OEM.

(j) 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, 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.

(k) Survivability – This clause shall survive the completion, expiration, or termination of this order.(l) Penalties – This purchase order and activities hereunder are within the jurisdiction of the United States 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.

(m) Indemnification - Seller agrees to indemnify EB 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 resulting from a violation of these requirements by Seller or its subcontractors at any tier. Notwithstanding anything to the contrary stated or implied elsewhere, Seller agrees that this indemnification is NOT subject to any limitation of Seller’s liability.

(n) Flow Down Requirement - Seller shall flow the requirements of this clause or substantially equivalent requirements to its subcontractors and suppliers at any tier for the performance of this contract.

10. 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 – (1) falsifies, conceals or covers up by any trick, scheme, or device, a material fact; (2) makes any materially false, fictitious or fraudulent statements or representations; or





(3) 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), imprisoned 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 and that there is a risk of Federal criminal penalties associated with any knowing and willful falsification, concealment, or misrepresentation in connection with work performed under Government contracts and subcontracts such as this Purchase Order.

Seller will make employees aware of the above prior to them commencing work under 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.

11. REDUCTION OR SUSPENSION OF CONTRACT PAYMENTS UPON FINDING OF FRAUD OR FALSIFICATION. Refer also to the Part I clauses herein entitled “Business Conduct and Ethics”; “Contractor Code of Business Ethics and Conduct”; 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 by 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.

12. ACCEPTANCE OF ORDER & TERMS AND CONDITIONS. This Purchase Order 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, or the delivering of services shall conclusively evidence acceptance of this offer 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 and in the purchase order unless the Buyer and Seller specifically agree otherwise on a case basis and such agreement to a change is incorporated into the Purchase Order in writing.

Purchaser hereby objects to any additional or different terms contained in Seller’s acceptance or in any acknowledgement of this Purchase Order. Different terms in Seller’s acceptance or acknowledgement shall not bind Buyer despite lack of objection or protest thereof by Buyer.

13. ENTIRE AGREEMENT. (a) 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 statements or understandings not set forth in this Purchase Order. (b) Changes 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 who are also the only persons who may authorize changes affecting price or schedule. (c) Refer also to the Changes clause and the Notification of Changes clause invoked herein.

14. ORDER OF PRECEDENCE. Any inconsistencies in this Purchase Order shall be resolved in the following order: (i) Dispositioned and properly authorized VIRs (“Vendor Information Requests”),(ii) Supplements to the Purchase Order, (iii) Purchase Order exclusive of appendices, exhibits, attachments, drawings, specifications and other plans or documents, (iv) Appendices/exhibits/attachments, (v) Drawings and specifications,(vi) Other plans or documents referenced in the Purchase Order.

Seller shall immediately bring any inconsistencies to the attention of the Purchaser in writing.

15. APPLICABLE LAW/VENUE AND CHOICE OF LAW (OVERSEAS). (Refer also to clause 3.097 entitled, “Applicable Law for Breach of Contract Claim”.)This solicitation, letter contract, purchase order, or subcontract and all matters arising from or related to it shall be construed in accordance with and shall be

governed by the U.S. Federal laws of Government contracts (as found in appropriate Federal statutes, regulations, and decisions by the U.S. Federal Courts and Federal Boards of Contract Appeals) except to the extent such Government contract law does not cover an issue in dispute hereunder. In such event, the issue shall be governed by and construed in accordance with and resolved under the laws of the State of Connecticut, USA, without regard of the principles of conflicts of law and the venue shall be the applicable state or federal court in the State of Connecticut, USA.

This provision shall also apply to this Purchase Order if any party to this Purchase Order is a foreign entity or if this Purchase Order will be performed, in whole or in part, outside the United States.

The provisions of the “United Nations Convention on Contracts for the International Sales of Goods” shall not apply to this contract.

16.a. COMPLIANCE WITH LAWS; OBTAINING AND MAINTAINING APPROVALS; PERMITS AND LICENSES; AND WORKSITE SAFETY. (1) Compliance with Laws - In performing work under this Purchase Order, Seller 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 and those pertaining to import and export control and compliance.

(2) 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 (including export and/or import licenses, when required) 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. They 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.

If work is to be performed outside the U.S., this includes compliance with those of the foreign country; however, this does not authorize any breach of U.S. law to comply with foreign laws, etc. Any such potential conflicts shall immediately be brought to the attention of the Buyer.

The cost of such permits, licenses, and compliance is deemed to be included in the cost or price stated in this Purchase Order. This includes, but is not limited to, those in connection with import and export control as well as those in connection with any movement over the public

highways of overweight/over-dimensional loads and hazardous materials.Seller agrees to insert the substance of the above paragraph in all lower-tier subcontracts under this Purchase Order.





(3) Indemnification - Seller agrees to indemnify and hold the Buyer harmless to the full extent of any loss, damages, and expenses, including reasonable attorney’s fees, incurred by Buyer as a result of Seller’s or its subcontractor’s failure to obtain and maintain in good standing the required approvals, permits and licenses for which they are responsible or failure to comply with any applicable law or regulation as required in the performance of the work under this Purchase Order.

Seller shall immediately notify Buyer in writing if any permits, licenses, and/or approvals that Seller is required to obtain in performance of this Order are denied, withheld, suspended, revoked, or expired prior to completion of all work required by this Order and its terms.

(4) Access to EB Premises – Access by non-U.S. citizens to Purchaser's property/worksite is prohibited unless approved in writing by Purchaser. (5) 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.”

(6) Failure to Comply & Default Remedies - In addition to any other remedies Purchaser may be entitled to, Purchaser may, at its sole discretion, withoutnotice 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.

Seller agrees that Buyer may terminate this purchase order for convenience if Buyer is unable to obtain and maintain any licenses, permits, or approvals (including export licenses) on behalf of itself, Seller, or others that Buyer is obligated to obtain or that Buyer has agreed to obtain on another’s behalf; 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 thisclause.

Failure by Seller or its subcontractors to obtain in a timely manner and to maintain all necessary approvals, permits and/or licenses when they are required shall NOT constitute an excusable delay or a force majeure and Buyer reserves the right to exercise, at its sole discretion, all rights and remedies available to it under law and in equity.

16.b. EXPORT AND/OR IMPORT LICENSES, FAILURE TO OBTAIN.Failure 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.

17. WORK ON BUYER'S OWNED OR CONTROLLED PREMISES/ PROPERTY/WORKSITE. For 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.

(1) 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 foreign nationals and not U.S. citizens.

(2) 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 progress of such work.

(3) 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 the 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 solicitation, letter contract and/or Purchase Order 10 days prior to the start of work. Seller shall also require its agents and subcontractors to comply with this requirement. (4) 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. (5) Indemnification – (Refer also to clauses herein entitled “Indemnification, Third Party”; “Indemnification – General”; and “Indemnification - Government Requirements”.) Seller shall indemnify Buyer against all claims, lawsuits, judgments, settlements, liability, damage or loss (including expenses and attorney's fees) which may result in any way or arise from any act, or omission on the part of the Seller, its agents, employees, or subcontractors, in performance of work on Buyer’s owned or controlled premises/property/worksite except to the extent that such liability, damage or loss is due to the gross negligence or willful misconduct of Buyer. (6) 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 violating any of the provisions of this clause or of the clause entitled “Standards of Conduct for Visitors”.

(7) Health and Safety - In addition, regardless of where work in performance of this subcontract/letter contract/purchase order is being/is to be performed, 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 and to minimize danger from all hazards to life and property. 18. 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 which are subject to periodic revision and shall insure that these standards are provided to the aforementioned prior to any visit to Buyer’s owned or controlled premises/property/worksite. PROHIBITION ON PERSONALLY OWNED COMPUTERS, CAMERAS, CELL PHONES, SMART PHONES AND/OR PDA’s EQUIPPED WITH A

CAMERA, VIDEO OR AUDIO RECORDER CAPABILITYNeither computers nor cameras, cell phones, smart phones (e.g., “Blackberry”, etc.), and/or PDAs equipped with a camera, video or audio recorder may be

brought onto EB owned or controlled premises or, on any vessel. Certain exceptions for bringing your company-owned (not personally-owned) computer onto EB’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 EB owned or

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

may NOT be connected to any EB network or IT resource without additional prior written EB approval. 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 will be applied to all PEDs approved to come onto the facility.





All items brought onto EB owned or controlled premises are subject to search and/or inspection and must be surrendered, when requested. EB STANDARD CLAUSE 10-89, “CONTRACTOR SAFETY, HEALTH AND REGULATIONS MANUAL” –

The Seller and persons requiring access to EB 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, whichever is later) which may be viewed online at EB’s Web Site www.gdeb.com (click on “Suppliers”; then “Doing Business with EB”).

The Seller’s management and project supervisors, as a minimum, agree that this document has been fully read and understood and further agree to comply with all rules and regulations set forth therein and with all OSHA regulations as applicable. They also agree to communicate these requirements to all persons requiring access on Seller’s behalf to EB owned or controlled premises.

The Seller agrees to invoke this clause on all subcontractors who may require access to EB owned or controlled premises in performance of this contract/purchase order.

Failure by the Seller or its subcontractors to comply with this clause may, at Buyer’s sole discretion, be grounds for the Buyer to terminate this contract/purchase order for default by the Seller. BACKUP ALARMS ON SUBCONTRACTOR VEHICLES Commercial vehicles (all vehicles used to perform work or provide a service on behalf of a company) in the shipyard or on other EB 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. EB VISITOR CONTROL can be reached in Groton, CT at 860-433-1313 and in Quonset Point at 401-268-2470 to answer questions. VISITOR PASSES/BADGES

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.

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

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

onboard. MATERIAL PASSES/COMPUTER PASSES

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.

No classified material may be removed without going through the Electric Boat Classified Document Control Center. Contact your EB host for assistance regarding classified matters.

SAFETY EQUIPMENT Hard hats, safety glasses, hearing protection, and other appropriate safety equipment must be worn in all posted areas.

RADIATION DOSIMETERS Radiation Dosimeters must be worn when entering posted areas.

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.

PERSONAL CONDUCT Violation of the following guidelines 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 EB owned or controlled premises: 1. Willful damage to, or unauthorized removal of, property belonging to Buyer, Buyer's employee, the Government, or another

visitor. 2. Disobedience or insubordination to persons in authority or failure to identify yourself upon request. 3. The possession or use of alcohol or non-prescription drugs and narcotics or entering the plant under the influence of illegal drugs or alcohol. 4. Possession of firearms, weapons, cameras, cell phones with camera capability, or any other devices with still picture, video, or

sound recording capabilities.5. Smoking at a time or place not authorized. 6. Willful violation or disregard of health, safety, security, traffic, parking lot, or other EB rules and regulations. 7. Solicitation of employees for donations or membership in organizations, circulation of petitions, sale of tickets or merchandise,

etc. without specific approval. 8. Entering Buyer's property without proper authorization or deliberately permitting another person to use your badge. 9. Gambling, lotteries, or any other games of chance. 10. Committing any acts of violence, fighting, or improper or immoral conduct.11. Violation of Governmental laws and regulations.

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 or of paragraph (4) of the clause entitled “Work on Buyer’s Owned or Controlled Premises/Property/Worksite”.

19. INDEPENDENT CONTRACTOR/NO AGENCY. Seller is an independent contractor. Seller shall: (i) have exclusive control and direction over its employees' performance 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 purpose.

Except as otherwise expressly set forth elsewhere herein, nothing in these terms and conditions nor the subcontract/letter contract/purchase order to which they form a part, 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.

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.

20. SITE CONDITIONS. If 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.

21. MERCURY EXCLUSION (NAVSEA) (Mar 1998) (Modified). Mercury or mercury containing compounds shall not be intentionally added or come in direct contact with hardware or supplies furnished under this subcontract.

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.

22. POLYCHLORINATED BIPHENYLS PROHIBITION. Unless 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.

23. TOXIC SUBSTANCES/HAZARDOUS MATERIAL RESTRICTIONS & PROHIBITIONS. (Refer also to Part III, FAR 52.223-3 and 52.223-11.) 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 without Purchaser's prior written permission. If invoked specifications and standards permit other materials,

they 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 in performance of 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 materials listed as toxic or hazardous.

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.

24. BRASS AND COPPER BLACK OXIDE COATED THREADED FASTENERERS. Seller 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.

25. PROHIBITION OF YELLOW WRAPPINGS OR PROTECTION DEVICES; RADIOACTIVE MATERIALS. (a) 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.:

1. Yellow plastic wrapping materials Bags Herculite Polyethylene Sheeting

2. Radioactive Material3. Radiation Measurement Equipment4. Yellow coveralls, hoods & shoe covers that could be mistaken as Anti-Contamination clothing. (Yellow rain coats are permitted.)5. Any items bearing the standard radiation symbol. (10 CFR 20.203 & ANSI N2.1)6. 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. Do not bring these into the shipyard.

26. DELIVERY SCHEDULE. Except as otherwise provided in this Purchase Order, Seller shall, at all times, proceed diligently to properly perform 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 schedule, 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.

27. EXCESS QUANTITIES/EXTRAS. Unless otherwise specified in this Purchase Order or approved by Purchaser in writing, Seller shall not: (i) Make partial shipments of individual line items; (ii) Make shipments more than 90 days in advance; or (iii) 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. Except as otherwise provided in this Purchase Order, no payment for extras shall be made unless such extras and the price therefore have been authorized in

writing by the Purchaser.

28. DELIVERY OF REQUIRED DRAWINGS, TEST REPORTS, SOFTWARE AND OTHER DATA. All 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, or if no time is specified, 45 days after receipt of this Purchase Order.

Seller shall submit Seller Data to the address specified in the Purchase Order. If no address is specified or Seller is unsure of where to send the Seller Data, Seller shall contact Purchaser’s contact person identified on the face of this Purchase Order for further instructions.

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.

29. 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.

30. SHIPPING AND LABELING INSTRUCTIONS AND DELIVERIES. (Refer also to EB’s Web Site www.gdeb.com (Click on “suppliers”; click on “Purchase Order Info” for related guidance and instructions).)

(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 on EB’s Web Site at www.gdeb.com (click on “Suppliers”, Click on “Purchase Order Info”.)

(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.

U.S. citizens who hold “dual citizenship” in another country will not be permitted access. Permanent Residents (i.e., “green card” holders) are foreign nationals and are not U.S. citizens and will not be permitted access.

Note: A driver’s license itself is not proof of citizenship. 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 to personnel handling or otherwise working with it. 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 : - 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.

- All material supplied under this Purchase Order must be identified.- 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.

- If the Seller’s identification number for an item is different from the number by which it was ordered, your packing list must cross-reference the numbers. - 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 (P.O. #XXXXXX-XXX), the item number, the EB Part number, and the release number, if applicable. Also include the assigned National Stock Number, when applicable.

- For container labels, Seller shall also provide the following additional information: Shipper's name and address; Consignee Name; Number of packages; Gross and net weight; and Number of pieces per carton. - 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. - Government inspection forms, affidavits, etc. shall be mailed by Seller to Purchaser on the date of shipment or, in the case of services, on the date of completion.- 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, etc. 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 also mark packages and paperwork with all markings and labeling that may be required to comply with any law and regulation, including those OSHA mandated markings 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 control requirements (refer to the clause herein entitled “Export Control Marking” as well as the ITAR 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).

31. PACKING AND CRATING. (Refer also to EB Standard Clause 53-7; Part II Clause 205 entitled “Identification Marking of Parts ALT I (NAVSEA) (JUN2008) (Modified); and Part IV clause DFARS 252.211-7003 entitled “Item Identification and Valuation (Aug 2008)”. (Note: 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 on EB’s Web Site at www.gdeb.com (click on “Suppliers”, Click on “Purchase Order Info”).)

(a) Seller shall, when practicable, ship in packages or loose pieces for unloading by a standard 4000-pound forklift truck. Unless otherwise provided in the Purchase Order, Seller's price includes all charges for packing and crating. (b) Except as noted herein, the Seller’s normal commercial preservation, packaging, and packing shall be sufficient if it:

Ensures acceptance by common carrier at lowest rate, and Affords protection against damage during shipment.








(c) The minimum packaging and packing requirements of the referenced military or federal specifications or standards apply unless otherwise specified in this Purchase Order. (d) Identical parts may be packaged separately and the package identified unless otherwise specified in the procurement specification.(e) 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.(f) If the Seller’s identification number for an item is different from the number by which it was ordered, your packing list must cross-reference the numbers. (g) Restrictions on packing and packaging materials – In addition to the restriction above on the use of yellow wrappings or protection devices, the following also apply:

The use of masonite as a protective, sealing or packaging material is expressly prohibited. In addition, the use of plywood, cardboard or other materials that will splinter, flake, or crumble is prohibited as protective covering for openings on fittings,

valves and components. CRES or aluminum sheet, .050 thickness or greater, or suitable plastic, is the only acceptable material for capping, sealing, or protecting opening and

machined surfaces unless otherwise approved in writing by Electric Boat on a case basis. THE USE OF STYROFOAM PACKING AND YELLOW PLASTIC WRAPPING MATERIAL IS PROHIBITED. Receipt of material packed in

Styrofoam will result in rejection and return of material at Seller’s expense and/or delays in processing through Purchaser’s Receiving/Inspection Departments and in payment of your invoice.

32. HEAVY MATERIAL. Notwithstanding 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 (e.g., 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 foregoing instructions 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.

33. DOMESTIC BARGE SHIPMENTS. All barge shipments to be made in performance of this RFQ/RFP and/or Purchase Order are to 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.

34. VALUE DECLARATION. Seller 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).

35. FREIGHT CHARGES/CARRIERS/INSURANCE. Unless otherwise specified in this Purchase Order, if transportation is chargeable to the Purchaser, the Purchaser will pay freight charges and insurance. Seller

shall not insure for excess value via any mode of transportation (Refer the clause below entitled “Value Declaration”). 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.

36. LOSS OF OR DAMAGE TO GOODS. Unless otherwise specified in the Purchase Order, risk of loss or damage to the goods furnished by Seller under this Purchase Order shall remain with the Seller until delivery to the Buyer at the address specified in this Purchase Order or to such other destination specified by the Buyer in writing.

37. TITLE AND RISK OF LOSS (RESPONSIBILITY FOR SUPPLIES) (EB ref. only adapted, in part, from FAR 52.246-16 Responsibility for Supplies (Apr 1984), modified. For risk of loss, refer also to the Part I clause herein entitled “Loss of or Damage to Goods” and also to the appropriate Government Property clause(s). Notify Buyer of any conflicts.)(a) Title. Unless this Purchase Order including the applicable terms and conditions of purchase specifically provides for earlier passage of title, title and ownership

rights to supplies, components, materials, tooling, special test equipment, etc. 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:

1. formal acceptance by Buyer, regardless of when or where the Buyer or the Government takes physical possession; or 2. the point specified in any progress payment or milestone (performance-based payment) payment clause applicable to this Purchase Order; or3. the point specified in the Buyer Furnished Tooling and Material clause applicable to this Purchase Order; or 4. the point specified in the Government Property clause applicable to this Purchase Order; or 5. the point specified in any other provision of this Purchase Order.

(b) Risk of Loss or Damage. Unless the contract specifically provides otherwise, risk of loss of or damage to supplies shall remain with the Seller until, and shall pass to the Buyer upon -

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or (2) 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 or damage to Buyer-owned or Buyer-furnished property or to Government-Owned or Government-furnished Property provided for use inperformance of this Purchase Order or which is in Seller or its 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) Paragraph (b) of this clause shall not apply to supplies that so fail to conform to contract requirements 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.






38. RESERVED.

39. TITLE AND ADMINISTRATION. Unless another clause or provision of this Purchase Order provides for earlier passage of title, title and all property rights and interests resulting from this Purchase Order shall pass directly from Seller to the Buyer or the Government, as applicable under Buyer’s prime contract, upon acceptance, regardless of when or where the Buyer or the Government takes physical possession. Payments under this Purchase Order will be made by Buyer from funds advanced by the Government and agreed to be advanced by the Navy and not from Buyer’s own assets. Administration of this Purchase Order may be transferred to the Navy or its designee, and in case of such transfer and notice thereof to Seller, Buyer shall have no further responsibilities hereunder.

40. 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.

41. INSURANCE. Prior to the commencement of work in performance of this Order, Seller shall procure and maintain at no expense to Purchaser, the policy or policies of insurance

and/or self insurance and the coverages as specified in EB Standard Clause 17-44, Insurance Requirements, (Revision in effect on the date of award of this Order) which is hereby incorporated as a requirement by reference, with the same force and effect as if invoked in full text. Standard Clause 17-44 may be accessed on EB’s Web Site www.gdeb.com (Click on “Suppliers”; click on “P.O. Standard Clauses”).

All coverages required hereunder shall be primary and not contributory to any other insurance available to Purchaser and Seller’s insurers shall provide a waiver of subrogation in favor of Purchaser for each required coverage hereunder.Evidence of such insurance shall be delivered to: ATTN: (EB BUYER NAMED ON THIS SOLICITATION, LETTER CONTRACT, AND/OR PURCHASE ORDER) ELECTRIC BOAT CORPORATION 75 EASTERN POINT ROAD GROTON, CONNECTICUT 06340 TELEPHONE (860) 433-XXXX FAX (860) 433-XXXX (Refer to solicitation or order for Buyer’s nos.)

Subcontractors: As required in EB S.C. 17-44, Seller shall include all subcontractors as insureds under its policies or shall furnish separate Certificates of Insurance, as stated above, for each subcontractor. All coverages for subcontractors shall be subject to all the requirements stated herein and applicable to their profession.

Insurance - Work on a Government Installation – If this subcontract/letter contract/purchase 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, in addition, 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.

42. INDEMNIFICATION – GENERAL. Refer also to clauses 6.3; 16; 43; 44; 61; 401; and 402 as well as 17.(5), “WORK ON BUYER'S OWNED OR CONTROLLED PREMISES/PROPERTY/WORKSITE” invoked herein. 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 subcontract under EB's Customer's higher-tier Government contract, resulting from a violation by Seller or its subcontractors at any tier of the terms and conditions herein and/or of this Purchase Order or of any law or regulation. Notwithstanding anything to the contrary stated or implied elsewhere, Seller agrees that this indemnification is not subject to any limitation of Seller's liability with regard to performance of work under this Purchase Order.

43. INDEMNIFICATION - GOVERNMENT REQUIREMENTS. In addition to any other remedies provided for in this Purchase Order, Seller shall indemnify and hold harmless and, if requested, defend Purchaser and its parent and affiliates and each of their officers, directors, and employees against any claims, losses or expenses (to include reasonable attorney’s fees) for Seller's failure, in conjunction with this Purchase Order:

(a) To comply with any cost principles or Cost Accounting Standards applicable to this Purchase Order or to follow Seller's disclosed accounting practices or both; or

(b) To furnish complete, accurate or current cost or pricing data when such data were required by law or regulation: (i) In support of any TINA certification made by Purchaser to the Government or (ii) In the negotiation of this Purchase Order or any modifications thereto; or

(c) To comply with any other laws, regulations or ordinances (including those dealing with export control and compliance).

44. INDEMNIFICATION, THIRD PARTY. (a) Seller shall indemnify and hold harmless and, if requested, defend Purchaser, Purchaser’s parent and affiliates and each of their officers, directors, and

employees against any claims, losses, damages, causes of action, and or expenses (to include, but not limited to, reasonable attorney’s fees) (collectively “Damages”) for: (i) All Damages, including but not limited to, property loss or damage and personal injury, disease, or death which may be sustained by Seller or by any

of its employees, agents, or subcontractors, at any tier, and (ii) All damages, including but not limited to, risk of loss or damage to property and personal injury, disease, or death which may be sustained by third

parties, Purchaser, Purchaser’s parent and affiliates, or each of their agents, employees or subcontractors, as a result of Seller's performing this Purchase Order except for claims resulting from the sole negligence of Purchaser.

(b) Nothing in the foregoing relieves any party of any of its obligations to protect export controlled and other proprietary and business sensitive technical data and information from unauthorized disclosure, public release, or placement in the public domain, including by placement in unsealed court records when such protection is required. For example, without limitation, note the special control requirements for Naval Nuclear Propulsion Information (NNPI) referenced the clause herein entitled “NNPI - Protection of Naval Nuclear Propulsion Information” and in OPNAVINST N9210.3.






45. 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 the item(s).

46.a. NOTIFICATION OF FOREIGN OWNERSHIP OR FOREIGN PLACE OF PERFORMANCE. Seller shall provide Buyer written notice within ten (10) working days of the effective date of the change or of becoming aware of the prospective change, whichever is earlier when: (i) a foreign interest acquires 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(ii) Seller relocates the place of performance, in whole in or part, outside the United States, or relocates the foreign place of performance from one location to another.

Seller shall also provide Buyer with written notice as described above in the event that Seller becomes aware that it is to be merged with or acquired by a foreign entity or interest, regardless of whether or not it is to be a company organized to do business under the laws of the United States.

Notification shall also be required if the Seller is a foreign entity or interest that is to be merged with or acquired by another foreign entity.Flow Down Requirement - Seller shall flow the requirements of this clause or substantially equivalent requirements to its subcontractors and suppliers at any tier

for the performance of this contract.

46.b. COMMITTEE ON FOREIGN INVESTMENT IN THE UNITED STATES (CFIUS) – (Notification required) CFIUS is an inter-agency committee authorized to review transactions that could result in control of a U.S. business by a foreign person (“covered transactions”), in order to determine the effect of such transactions on the national security of the United States. CFIUS operates pursuant to section 721 of the Defense Production Act of 1950, as amended by the Foreign Investment and National Security Act of 2007 (FINSA) (section 721) and as implemented by Executive Order 11858, as amended, and regulations at 31 C.F.R. Part 800.

The Seller shall notify the Buyer in accordance with the clause herein entitled “Notification of Foreign Ownership or Place of Performance Changes” and shall comply with all requirements and obtain all approvals that may be imposed or required by the CFIUS or U.S. Government agency.

47. NOTIFICATION OF LATE DELIVERY, NOTIFICATION OF LABOR DISPUTES, AND NOTIFICATION OF OTHER DELAYS. Except as otherwise provided in this Purchase Order, Seller shall, at all times, proceed diligently to properly perform this Purchase Order. (a) Late Delivery - Seller shall provide Purchaser prompt written notice of any events that will or could cause a delay in delivery under the Purchase Order; and (b) 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; and (c) Other Delays - Seller shall provide Purchaser 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 and that are to be obtained by Seller are unable to be obtained or have expired, been cancelled, suspended, revoked, or otherwise rendered invalid.

(d) This notice shall be informational only, and shall in no way affect the rights or remedies available to Purchaser.

48. NOTIFICATION OF OWNERSHIP OR LEGAL STRUCTURE CHANGES. (Refer also to additional requirements in FAR 52.215-19, Notification of Ownership Changes invoked in full text in PART IV.)

If the Seller experiences a change in its ownership or legal structure, or becomes aware that such is likely to occur, Seller shall notify Buyer in writing within ten (10) working days of the effective date of the change or of becoming aware of the prospective change, whichever is earlier.

Flow Down Requirement - Seller shall flow the requirements of this clause or substantially equivalent requirements to its subcontractors and suppliers at any tier for the performance of this contract.

49. RESERVED.

50. ASSIGNMENT OR NOVATION. (a) Neither this Purchase Order nor the benefits or obligations thereof shall be assigned or novated by Seller except with the prior written express consent of the

Buyer. Any such 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 Buyer’s sole option) unless prior written consent is granted by the Buyer.

If the Buyer consents to Seller’s request, the Seller shall execute, and when required shall also require its prospective transferee, etc. to execute, any assignment agreement, change-of-name agreement, novation agreement, and/or other appropriate documentation that is specified by, and acceptable to, the Buyer. Seller remains responsible for insuring that no unauthorized exports and/or disclosures of export-controlled equipment, hardware, and information occur.

A Change of Name by Seller does not require Buyer’s consent. However, Seller agrees to execute an appropriate Change of Name Agreement thatpertains to this purchase order when requested by Buyer.

Consent by the Buyer to an assignment or novation of the work to be performed hereunder is not to be construed as approval for the Seller or itssuccessor to act contrary to any applicable law(s), rule(s), regulation(s), or contract term(s) including those dealing with security and export control. Seller is to insure that there are no unauthorized disclosures of equipment, technical data, or other information subject to export control or to other limitations on distribution and that all Government and Buyer prior written approvals required are obtained.

In the event that Seller intends to request approval to assign or novate the work hereunder, in whole or in part, Seller is to ensure that its intended assignee or transferee (under the novation agreement):

(1) is not debarred, suspended, or otherwise ineligible to receive a Federal contract or subcontract; and(2) agrees to, and is able to, fully comply with all contract terms and conditions, including those dealing with export control and control of Naval Nuclear

Propulsion Information (NNPI); and(3) 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(4) 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 if any NNPI has been provided by EB or will be required to perform on this subcontract/letter contract/purchase order ; and

(5) by receiving the work will not increase the cost or price to the Buyer or its customer.In addition, Seller agrees that:

(1) it shall remain liable for satisfactory performance or lack of satisfactory performance by its assignee; and(2) Seller agrees to execute any paperwork regarding the assignment that EB considers necessary to protect EB’s and/or the Government’s interests; and





(3) if payment by EB is to be made directly to the assignee, that Seller authorizes EB in writing to do so and states that such payment(s) made by EB satisfy EB’s obligations to Seller for payment for the goods or services being invoiced.

(b) Seller may, however, assign its rights to be paid amounts due or to become due from EB, to a financing institution without such prior Buyer written consent if Buyer is promptly furnished written notice; written authorization by Seller for EB to make payment to the assignee in lieu of to the Seller in satisfaction of EB’s obligation to Seller; and a signed copy of such assignment of payment. Such assignment shall be for the convenience of the Seller. Seller agrees that Buyer shall not 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.

(c) Any assignment by the Seller contrary to this clause shall not be binding on Buyer and shall be cause for termination of this Purchase Order for default by the Seller at Buyer’s sole discretion. Termination for default shall not be an exclusive remedy and shall be in addition to any other rights at law or in equity available to the Buyer.

(d) Buyer may assign its rights, including the right of exercise of any option(s), and its obligations under this Purchase Order or any part of thisPurchase 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.

(e) Mergers and Acquisitions - If Seller has been, or expects to be, merged with or acquired by another entity (foreign or domestic), Seller’s resulting organization and ownership must:(1) still be able to perform the required work; and (2) be eligible to have access to the equipment and technical data necessary to perform, hereunder.(3) be eligible to obtain, maintain, and retain all required licenses and approvals.

Failure to satisfy this requirement shall be cause for termination of the order, at Buyer’s sole option, for default by the Seller. Notification by the Seller to the Buyer is required by the clause “Notification of Foreign Ownership or Foreign Place of Performance Changes” hereunder.

51. SUBCONTRACTOR TRAVEL AND PER DIEM COSTS. Unless agreed to in writing by the Buyer, Seller agrees that:

(a) Travel and per diem costs (e.g., transportation, lodging, meals, and incidental expenses) which are to be paid to or reimbursed to Seller under this Purchase Order shall be reasonable and actual and shall not exceed the amounts determined to be allowable by Federal Acquisition Regulation (FAR) Subpart 31.2.

(b) Costs incurred for lodging, meals and incidental expenses (M&IE) shall be considered to be reasonable and allowable only to the extent that they do not exceed on a daily basis the maximum per diem rates in effect at the time of travel as set forth in the - (i) Federal Travel Regulation (FTR) for travel in the lower 48 contiguous United States

(Note: The FTR may currently be accessed on the GSA Web Site www.gsa.gov (under “e-Tools: Online Services”); or, (ii) Joint Travel Regulations (JTR), Volume 2, Appendix A for travel in Alaska, Hawaii, Puerto Rico, and territories and “outlying areas” of the United

States (as defined in FAR part 2.101); or, (iii) Standardized Regulations (Government Civilians, Foreign Areas), Section 925, "Maximum Travel Per Diem Allowances for Foreign Areas” or

elsewhere.(c) Lodging and M&IE - Under the FTR, the per diem allowance for each day is established on the basis of the actual amount the traveler pays for lodgings plus

an allowance for Meals and Incidental Expenses (M&IE), with the total not to exceed the applicable maximum per diem rate for the location concerned. Note: Lodging taxes are not included in the CONUS per diem rate.

In accordance with the FTR section 301-11.101, the allowance for M&IE is adjusted for the first and last days of travel.As stated in the FTR section 301-11.27 (as of 9/13/07) (www.gsa.gov/ftr), in CONUS "lodging taxes paid by you are reimbursable as a miscellaneous travel

expense limited to the taxes on reimbursable lodging costs.” (d) Airfare - When it is necessary to use air travel, Seller agrees that, except for special circumstances identified in FAR 31.205-46(0), airfare costs in excess of the

limits specified in FAR and the FTR are unallowable (except as noted in FAR 31.205-46(b)) and Seller agrees that EB is not obligated to reimburse any airfare costs in excess of these allowable amounts.

(e) Receipts - Seller shall obtain and maintain receipts for audit purposes to substantiate invoiced amounts for airfare, car rental, fuel, tolls, lodging, and other allowable miscellaneous expenses being separately billed. (f) Travel to Electric Boat, Groton, CT

When travel to Electric Boat in support of this Purchase Order requires overnight accommodations, Seller may obtain Electric Boat contracted room rates at certain area hotels in order to comply with FTR lodging limitations for this area. When making reservations at one of these hotels, Seller is to identify itself as an Electric Boat subcontractor and to request the contracted rate. Seller is not required to utilize any of these hotels. However, when this Order provides for the reimbursement of lodging costs, EB will not be obligated to reimburse any such costs in excess of the FTR amount. Electric Boat makes no assurances of, and accepts no liability for, the availability of rooms at the contract rates at these area hotels. Contact the EB Buyer named on this Purchase Order for a current listing of area hotels in the Groton/New London, CT area that EB has contracted FTR compliant room rates with.

52. TAXES. Seller shall pay all applicable foreign or domestic taxes, assessments or duties assessed against Seller for the goods covered by this Purchase Order prior to delivery to Purchaser, except that 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. However, direct payment by EB of Connecticut sales and use taxes on the following types of purchases are not allowed under EB’s Connecticut direct payment permit:

Tangible personnel property incorporated in new construction to real property; Meals or lodging; Motor vehicles, vessels, aircraft, and snowmobiles; Telecommunications services; Utilities (gas, electricity, and heating fuel); Purchases made with Procurement Cards (P-Cards); and 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.In such case, contact the EB Buyer named on this purchase order for more specific direction.

Refer also to the Part II DFARS clause DFARS 252.229-7006 entitled “Value Added Tax Exclusion (United Kingdom) (Jun 1997)” (Modified).


http://www.gsa.gov/ftr

http://www.gsa.gov/




53. PAYMENT, INVOICES, FINAL RELEASE, & SET OFF. (Refer also to Clause 54, Payments for Time-and-Materials/Labor Hour Orders)(a) Invoices – Seller shall submit all invoices using Purchaser’s Vendor Payment Approval (“VPA”) electronic invoice submittal system. If Seller is not currently

registered with EB to use the VPA system, contact the EB Materials Management Buyer named on this purchase order for assistance in becoming registered.- Invoice submittals should include any accompanying documentation required by the purchase order.- Contact the EB Buyer with questions or for assistance.- To be acceptable, invoices submitted shall be accurate and complete and contain 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 provided. - 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.- Authorized travel expenses being invoiced 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 by this purchase Order.

- 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, and this Purchase Order.

- 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, 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 under 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.

54. PAYMENTS FOR TIME-AND-MATERIALS/LABOR HOUR ORDERS. (EB Note: Adapted from FAR 52.232-7 (Aug 2005, Modified). Refer also to the clause herein entitled “PAYMENT, INVOICES, FINAL RELEASE, & SET OFF”.)Purchaser will pay Seller as follows upon the submission of proper and acceptable invoices:

(a) Hourly rate. (i) The amounts 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 approved 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. Purchaser may require a withholding of 5 percent of the amounts due under this paragraph, but the total amount withheld for this Purchase Order shall not 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 is approved in advance by the Purchaser, overtime rates shall be negotiated. 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.

55. REIMBURSEMENT LIMITATIONS FOR CERTAIN COSTS. If Purchaser will be reimbursing Seller for certain costs or expenses, unless prior EB writtenapproval has been granted, Seller shall only be entitled to those amounts determined by the Buyer to be allowable in accordance with Subpart 31.2 of the FederalAcquisition Regulation (FAR) in effect on the date of this Purchase Order and the terms of this Purchase Order. Any unallowable costs approved by EB must be segregated and properly identified as such 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”.

56. RESTRICTION ON CERTAIN PAYMENTS & OVERTIME COMPENSATION (Based in part on FAR 52.222-2 (Jul 1990) (Modified)) (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—

(1) 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;

(2) By indirect-labor employees such as those performing duties in connection with administration, protection, transportation, maintenance, standby plant protection, operation of utilities, or accounting;

(3) 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

(4) 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 for Purchase Order completion and shall –(1) 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;(2) Demonstrate the effect that denial of the request will have on the contract delivery or performance schedule;(3) 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; and(4) 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. 57. PURCHASER OR GOVERNMENT PROPERTY. (Refer also to the Part III FAR 52.245-1 clause entitled, “Government Property” and FAR 52.245-9 clause entitled, “Use and Charges”.)

(a) Property furnished as-is. Unless otherwise specifically stated in this Purchase Order/subcontract, if Purchaser or Government property is furnished in conjunction with this Purchase Order, it shall be furnished in an "as is" condition. The Purchaser makes no warranty regarding the suitability for use of the Purchaser or Government Property to be made available for use in performance hereunder. Upon request, the Seller shall be afforded reasonable opportunity to inspect the Purchaser or Government property to the extent that it is available at the time and in a manner consistent with law and regulation and with EB safety, health, and security rules and requirements.

(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 FAR 52.245-1 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.

58. 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) Unless otherwise specified in the Government Property clause below 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) 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.

59. PROPRIETARY INFORMATION AND INTELLECTUAL PROPERTY. (Refer also to DFARS Clauses in Part III dealing with rights in technical data and rights in non-commercial computer software.)

(a) 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 performing this Purchase Order provided the Seller includes in such subcontracts a provision substantially the same as this paragraph.

(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”) to Purchaser or its representatives that Seller considers to be proprietary, business sensitive, confidential, or to have limited or restricted rights.

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 such proprietary, business sensitive, or limited rights Information 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 Clause 61 entitled “Patents and Copyrights”): (1) 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.(2) Rights in Data and Inventions: 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, havemade, 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.

Seller certifies the originality of all deliverable items and states that no portion is protected by any copyright or similar right vested in any third party.(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).

60. ACCESS TO PROPRIETARY DATA OR COMPUTER SOFTWARE. (Refer also to DFARS Clauses in Part III dealing with rights in technical data and rights in non-commercial computer software.) 1. 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 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,

(a) access to, and use of, the proprietary data or software exclusively for the purposes of performance of the Work required by this Purchase Order; and(b) safeguards to protect such data or software from unauthorized use or disclosure for so long as the data or software remains proprietary.

In addition, the agreement shall allow Buyer and Government or their employees the same access to such data or software, as provided to Seller. A copy ofthe 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).

2. The Seller agrees to:(a) indoctrinate its personnel who will have access to the data or software as to the restrictions under which access is granted;(b) not disclose the data or software to another party or other Seller personnel except as authorized by the Buyer;





(c) 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;

(d) not disclose the data or software to any other party, including, but not limited to, joint venturer, affiliate, successor, or assign of the Seller; and(e) reproduce the restrictive stamp, marking, or legend on each use of the data or software whether in whole or in part.

3. 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.

4. 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.

5. The Seller shall include this requirement in subcontracts of any tier which involve access to information covered by paragraph A.

61. PATENTS AND COPYRIGHTS. (Refer also to the Part III clauses dealing with Patents.) Seller agrees that it will 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 will notify the Buyer in writing in such case. In addition, if Purchaser requests Seller to perform work that Seller thinks could cause Seller or Purchaser to infringe on a patent, license, registered trademark, or copyright, Seller shall notify Purchaser of the pertinent details in a timely manner and shall not proceed until the matter is resolved. In either case, Seller shall notify Buyer of the pertinent details. 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 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.

62. ACCEPTANCE. (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 discovered before acceptance. 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.

63. CONTINUING TERMS AND SEVERABILITY. The 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 identifies that it shall continue shall survive termination 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.

64. NON-WAIVER. No 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 other rights or remedies.

65. SECTION, PART, CLAUSE, PARAGRAPH, AND OTHER HEADINGS. The section, part, clause, paragraph and other headings 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.

66. VENDOR INFORMATION REQUEST (VIR). Seller shall make no changes to the requirements of the Purchase Order without the prior written consent of the Purchaser. 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, click on “Suppliers”, click on “Supplier Related Forms”. 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 Web Site at (case sensitive) https://sparsves.spars.org/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. Contact the Buyer for further information.

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 relative to this Order is NOT to be otherwise transmitted over the internet and failure to comply may result in severe civil

and/or criminal penalties.Nothing in the SPARS program shall be construed as relieving the Seller of any legal and contractual obligations to control and protect export controlled technical

data and sensitive information as well as the more stringently controlled Naval Nuclear Propulsion Information (NNPI) from unauthorized disclosure. Although Seller is required to only tender conforming material for Buyer acceptance, VIRs shall also be used for requests by Seller for acceptance of

nonconforming conditions. However, Buyer may elect, at its sole discretion, not to accept for processing requests for acceptance of nonconforming conditions or material. Buyer may reconsider its position if Seller provides adequate cost or schedule considerations warranting it.

Changes that affect the price or delivery schedule or both shall only be made through written modification of this Purchase Order and not by use of a VIR. 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 explicit consent.

Seller’s Certification of Conformance shall include a list of any VIRs submitted against the item(s) being certified. For each VIR, the listing shall include, as 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 the shipment.


https://sparsves.spars.org/ebspars/Auth





67. 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, facsimile, or electronic commerce method, written notification of the bankruptcy or insolvency proceeding. This notification shall be furnished within five days of the initiation of the proceedings related to bankruptcy filing. This notification shall include the date on which the bankruptcy petition was filed, the identity of the court in which the petition was filed, and a listing of all of Purchaser's order numbers against which final payment has not been made or under which deliverable items have not been delivered. This obligation remains in effect until final delivery and payment under this Purchase Order.

68. SUSPENSION OF WORK. (Refer also to the PART IV 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.

69. DISPUTES. (i) The parties will attempt to settle in good faith all disputes arising under, or relating to, the Purchase Order. The parties will attempt to resolve the matter at the

lowest practicable level and, if the representatives cannot resolve the dispute, they will refer the matter to appropriate levels of their respective managements. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Applicable Law/Venue”.

Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. (ii) Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also

related to 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.

(iii) 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.

70. COMPUTER SOFTWARE AND/OR COMPUTER DATABASE(S) DELIVERED TO AND/OR RECEIVED FROM THE GOVERNMENT (NAVSEA) (MODIFIED) (OCT 2008)/ANTI-VIRUS WARRANTY.

(a) The Seller agrees to test for viruses all computer software and/or computer databases, as defined in the clause entitled Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation (DFARS 252.227-7014), before delivery of that computer software and/or databases in whatever medium and on whatever system the software is delivered.

The Seller warrants that any such computer software and/or computer databases will contain no known viruses or viruses that are detectable with the latest version (as of the date of delivery of the computer software and/or computer database), including updates, of standard commercial virus detection software for a period of thirty days after delivery. (b) The Seller agrees to test any computer software and/or computer database(s) received from the Buyer or the Government for viruses prior to use under this subcontract. (c) Unless otherwise agreed in writing, any license agreement governing the use of any computer software to be delivered as a result of this subcontract/Purchase Order must be paid-up and perpetual, or so nearly perpetual as to allow the use of the computer software or computer database with the equipment for which it is obtained, or any replacement equipment, for so long as such equipment is used. Otherwise the computer software or computer database does not meet the minimum functional requirements of this subcontract/purchase order. In the event that there is any routine to disable the computer software or computer database s in the future, that date certain shall not be less than 25 years after the delivery date of the computer software or computer database. (d) No copy-protection devices or systems shall be used in any computer software or computer database delivered under this subcontract/Purchase Order to restrict or limit the Buyer or the Buyer’s Customer (i.e., the Government) from making copies. This does not prohibit license agreements from specifying the maximum amount of copies that can be made. (e) Delivery by the Seller to the Buyer or by the Buyer to its Customer (i.e., the Government) of certain technical data and other data is now frequently required in digital form rather than as hard copy. Such delivery may cause confusion between data rights and computer software rights. It is agreed that, to the extent that any such data is computer software by virtue of its delivery in digital form, the Buyer in performance of its higher-tier contract and the Government will be licensed to use that digital-form with exactly the same rights and limitations as if the data had been delivered as hard copy.(f) Any limited rights legends or other allowed legends placed by the Seller on technical data or other data delivered in digital form shall be digitally included on the same media as the digital-form data and must be associated with the corresponding digital-form technical data to which the legends apply to the extent possible. Such legends shall also be placed in human-readable form on a visible surface of the media carrying the digital-form data as delivered, to the extent possible.

71. DATE/TIME PROCESSING REQUIREMENT – INFORMATION TECHNOLOGY - WARRANTY (NAVSEA) (JUNE 2000) (MODIFIED). In addition to any other warranties provided by Seller under this Purchase Order, Seller warrants that each hardware, software, and firmware product

manufactured, developed, integrated, or otherwise furnished by the Seller or maintained under this Purchase Order shall be able to accurately process date data from, into, within, and between the years 1999 and 2000 and the twentieth and twenty-first centuries. The term “accurately process date data” includes but is not limited to properly calculating, comparing, and sequencing date data and properly performing leap year calculations, without fault or disruption, when Seller's products are used in accordance with the Seller’s product documentation. If the Purchase Order requires that hardware, software and firmware perform as a system, then the warranty provided by this paragraph shall apply to the system as well as to the individual hardware, software and firmware. Purchaser's remedies in the event of non-compliance with the requirements of this paragraph shall be the same as those provided in the paragraphs entitled "WARRANTIES (FIXED-PRICE ORDERS)" and "WARRANTIES (COST-REIMBURSEMENT ORDERS)."

(a) All information technology (IT), whether commercial or noncommercial, delivered under this contract that will be required to perform date/time processing involving dates subsequent to December 31, 1999, shall be Year 2000 compliant if properly installed, operated, and maintained in accordance with the contract specifications and applicable documentation. If the contract requires that specific deliverables operate together as a system, this requirement shall apply to those deliverables as a system.

(b) “Information Technology” or “IT”, as used in this requirement, means “information technology” as that term is defined at FAR 2.101, and further including those items that would otherwise be excluded by paragraph (c) of that definition. “Year 2000 compliant” (as defined at FAR 39.002) means that the IT accurately processes date/time data including, but not limited to, calculating, comparing, and sequencing) from, into, and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations, to the extent that other IT, used in combination with the IT being delivered, properly exchanges date/time data with it. The “proper exchange” of date/time data shall be in accordance with the interface requirements specification(s) of the contract.





(c) For line item deliverables which are “commercial items” (as defined at FAR 2.101), and which include commercial IT, the terms and conditions of the standard commercial warranty covering such commercial IT shall apply in addition to, and to the extent such terms and conditions are consistent with, this requirement. Any applicable commercial warranty is hereby incorporated into this contract by attachment or reference.

(d) Notwithstanding any provision to the contrary in any other warranty of this contract, or in the absence of such warranty(ies), the remedies available to the Buyer or to the Government under this requirement shall include those provided in the Inspection and Warranty clause(s) of this contract. Nothing in this requirement shall be construed to limit any rights or remedies the Buyer or the Government may otherwise have under this contract.

(e) Unless specified elsewhere in the contract, the Seller will also deliver to the Buyer a report summarizing any Year 2000 compliance testing that was performed, and the results thereof.

(f) The remedies available to the Buyer or to the Government for noncompliance with this requirement shall remain available until one hundred eighty (180) days after acceptance by the Government of the last deliverable IT item under Buyer’s prime contract (including any option exercised thereunder) that this Purchase Order is a subcontract under.

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

I.2 - 100 INSPECTION AND TEST (FIXED-PRICE ORDERS). (Refer also to Part IV FAR Clauses 52.246-2 and 52.246-4 modified and incorporated in full text.) Purchaser or its customer or both may inspect work in progress at all times and places. Seller, at its own expense, shall promptly rectify any defects discovered during any inspection or test. If inspection is on Seller's or Seller's suppliers' premises, Seller shall provide and require its suppliers to provide, without additional charge, reasonable facilities and assistance for the safety and convenience of the inspectors in performing their duties. Neither Purchaser's in-process inspection nor Purchaser's approval of any of Seller's drawings, procedures or other submittals shall:

(i) Constitute acceptance of any work, or (ii) Relieve Seller of complying fully with all of the requirements of this Purchase Order.

I.2 - 101 WARRANTIES (FIXED-PRICE 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. 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 at no cost to Purchaser. 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 the reasonable costs to Seller. 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. These warranties shall inure to the benefit of Purchaser and Purchaser's customer. Seller shall immediately notify Purchaser’s Manager of Supplier Quality by telephone of deficiencies of which Seller becomes aware during the performance of this Purchase Order and the warranty period. Seller shall promptly follow up its telephonic notice with a letter to the Purchaser’s Contact Person identified on the face of this Purchase Order describing the deficiency and its 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 performance obligations set forth in subparagraphs (i) through (iv) of this paragraph. Seller’s notice shall in no way affect the rights and remedies of Purchaser.

I.2 - 102 WARRANTY OF SUPPLIES (FIXED-PRICE ORDERS) (Adapted, in part, from FAR 52.246-17 (Jun 2003)) A. Definitions. (1) "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. (2) "Correction," as used in this clause, means the elimination of a defect. (3) "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. (1) 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 all supplies furnished under this Purchase Order: (i) are free from defects in material or workmanship, and (ii) conform with all of the requirements of this Purchase Order; and(iii) are new and of good quality; and(iv) are of adequate size and capacity to fulfill all operating conditions specified in the Purchase Order; and(v) the supplies furnished hereunder, if of Seller's design, shall meet all of the performance requirements of this Order and be suitable for the purpose

intended; and(vi) 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 (vii) as of date of delivery, except for commercial items manufactured or produced by third parties outside of Seller’s control, items manufactured or produced

by Seller do not infringe on any Patent, Copyright, License, or other intellectual property protection. (2) For all deficiencies that arise during the warranty period, Seller shall promptly remedy the deficiency at 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. However, Seller's liability for the transportation charges shall not exceed an amount equal to the cost of transportation by the usual commercial method of shipment between the place of delivery specified in this Purchase Order and Seller's plant, and return. (3) Any supplies or parts thereof, corrected or furnished in replacement 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, shall be equal in duration to that in paragraph B.(1) of this clause and shall run from the date of delivery of the corrected or replaced supplies. For example, 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. C. Remedies Available to Buyer. (1) Buyer will promptly notify Seller of possible deficiencies that arise during the warranty period. Buyer shall typically give written notice to Seller of any breach of warranties in paragraph B.(1) of this clause within 45 days after discovery of the defect or of the possible deficiency; however, Buyer may provide such





notice at any time during the warranty period without loss or reduction of warranty remedies. (2) Within a reasonable time after the notice, Buyer may either: (a) 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.(1) of this clause; or

(b) Retain such supplies and reduce the Purchase Order price by an amount equitable under the circumstances. (3) (a) If the Purchase Order provides for inspection of supplies by sampling procedures, conformance of supplies or components subject to warranty action shall be determined by the applicable sampling procedures in the Purchase Order. Buyer:

(i) May, for sampling purposes, group any supplies delivered under this Purchase Order; (ii) Shall require the size of the sample to be that required by sampling procedures specified in the Purchase Order for the quantity of supplies on

which warranty action is proposed; (iii) May project warranty sampling results over supplies in the same shipment or other supplies contained in other shipments even though all of such

supplies are not present at the point of re-inspection; provided, that the supplies remaining are reasonably representative of the quantity on which warranty action is proposed; and

(iv) Need not use the same lot size as on original inspection or reconstitute the original inspection lots.(b) Within a reasonable time after notice of any breach of the warranties specified in paragraph B.(1) of this clause, Buyer may exercise one or more of

the following options: (i) require an equitable adjustment in the Purchase Order price for any group of supplies; (ii) screen the supplies grouped for warranty action under this clause at Seller's expense and return all nonconforming supplies to Seller for

correction or replacement; (iii) require Seller to screen the supplies at locations designated by Buyer within the contiguous United States and to correct or replace all

nonconforming supplies; and(iv) 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.(4) (a) Buyer may, at its option, by contract or otherwise, correct or replace the nonconforming supplies with similar supplies from another source and charge

to Seller the cost occasioned to Buyer thereby if Seller: (i) Cannot remedy the deficiency within a reasonable time after having been notified of the deficiency; or

(ii) Fails to make redelivery of the corrected or replaced supplies within the time established for their return; or (iii) Fails either to accept return of the nonconforming supplies or fails to make progress after their return to correct or to replace them 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.

(b) Instead of correction or replacement by Buyer, Buyer may require an equitable adjustment of the Purchase Order price. In addition, if Seller fails to furnish timely disposition instructions, Buyer may dispose of the nonconforming supplies for Seller's account in a reasonable manner. Buyer is entitled to reimbursement from Seller, or from the proceeds of such disposal, for the reasonable expenses of the care and disposition of the nonconforming supplies, as well as for excess costs incurred or to be incurred.

(5) The rights and remedies of the Buyer provided in this clause are in addition to and do not limit any rights afforded to Buyer in under law or inequity or by any other clause of this Purchase Order. (6) These warranties shall inure to the benefit of Buyer’s successor in interest, Buyer’s Customer, or the U.S. Government.

I.2 - 103 WARRANTY OF SERVICES (FIXED-PRICE ORDERS)(Adapted, in part, from FAR 52.246-20 (May 2001)) (a) Definitions.

"Acceptance," as used in this clause, means 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 shall give written notice of any defect or nonconformance to the Seller within 45 days after discovery of the defect or nonconformance; however, Buyer may provide such notice at any time during the warranty period without loss or reduction of warranty remedies.

This notice shall state either - (1) that the Seller shall correct or re-perform any defective or nonconforming services, or (2) that the Buyer does not require correction or re-performance. (c) If the Seller is required to correct or re-perform, it shall be 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 work initially performed. If the Seller fails or refuses to correct or re-perform, the Buyer may, by Purchase Order or subcontract or otherwise, correct or replace 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 the Buyer does not require correction or re-performance, the Buyer shall make an equitable adjustment in the Purchase Order price.Except as relates to:

(1) Patent, copyright, license, or other intellectual property infringement, or(2) To other warranties by Seller specifically provided in these terms and conditions including, but not limited to, warranties provided in: (a) certification

and representations form(s) executed by the Seller and (b) in Seller’s warranty in the clause herein entitled “Year 2000 Compliance: Date/Time Processing Requirement – Information Technology” or any successor clause, or

(3) Warranties by Seller that are otherwise mutually agreed to by the parties and included in writing in the Purchase Order or any supplement thereto.

I.2 - 104 DEFAULT (Fixed Price Supply and Services) (Refer also to Part III, FAR 52.249-2 (SEP 1996) (Modified) entitled “Termination For Convenience of the Government or Buyer (Fixed Price)”)

(a)(1) Purchaser may, by written notice of default to the Seller, terminate this Purchase Order in whole or in part and without liability if Seller: (i) Fails to deliver the supplies or to perform the services within the time specified or any extension; or(ii) Fails to make progress, so as to endanger performance of this Purchase Order (but see paragraph (a)(2) below); or (iii) Fails to perform any other requirements specified in this Purchase Order (but see paragraph (a)(2) below).(iv) Fails to diligently perform the work; or (v) Ceases operations.(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”.

(2) 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 the failure. (b) If the Purchaser terminates this Purchase Order in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, supplies or services similar to those terminated, and the Seller will be liable to the Buyer for any excess costs for those supplies or services. However, the Seller shall continue to diligently perform the work not terminated. (c) Excepts for defaults of subcontractors at any tier, the Seller shall not be liable for any excess costs if the failure to perform the Purchase Order arises from causes beyond the control and without the fault of the Seller. Examples of such causes include:

1. acts of God or of the public enemy; 2. acts of the Government in either its sovereign or contractual capacity3. fires4. floods5. epidemics6. quarantine restrictions7. strikes8. freight embargoes, and9. unusually severe weather.

In each instance the failure must be beyond the control and without the fault or negligence of the Seller. (d) If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both the Seller and the subcontractor, and without the fault or negligence of either, the Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtainable from other sources in sufficient time for the Seller to meet the required delivery date. (e) 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 property in its possession in which either the Buyer or the Government has an interest. (f) The Purchaser shall pay contract price for completed supplies delivered and accepted. The Seller and Buyer shall agree on the amount of payment formanufacturing 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 because of any outstanding liens or claims of former lien holders. (g) 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. (h) The rights and remedies of the Buyer in this clause are in addition to any other rights and remedies provided by law, in equity, or under this Purchase Order.

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. The rights and remedies of the Purchaser provided for in this paragraph are in addition to any other rights and remedies provided by law.

****************************************************************************************************************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.)

I.3 - 200 INSPECTION AND TEST (COST-REIMBURSEMENT, TIME-AND-MATERIAL, AND LABOR HOUR ORDERS). (Refer also 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.)

Purchaser or its customer or both may inspect work in progress at all times and places. Seller shall promptly rectify any defects discovered during any inspection or test for no additional fee. If inspection is on Seller's or Seller's suppliers' premises, Seller shall provide and require its suppliers to provide reasonable facilities and assistance for the safety and convenience of the inspectors in performing their duties. Neither Purchaser's in-process inspection nor Purchaser's approval of any of Seller's drawings, procedures or other submittals shall: (i) constitute acceptance of any work or (ii) relieve Seller of complying fully with all of the requirements of this Purchase Order.

I.3 - 201 WARRANTIES (COST-REIMBURSEMENT 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 by telephone of deficiencies of which Seller becomes aware during the performance of this Purchase Order and the warranty period. Seller shall promptly follow up its telephonic notice with a letter to the Purchaser’s Contact Person identified on the face of this Purchase Order describing the deficiency and its 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 performance obligations set forth in subparagraphs (i) through (iv) of this paragraph. Seller’s notice shall in no way affect the rights and remedies of Purchaser.

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

I.3 - 202 GOVERNMENT TITLE (COST REIMBURSEMENT AND TIME & MATERIALS ORDERS). Unless another clause or provision of this 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 - SPECIAL PROVISIONS – TABLE OF CONTENTS201 ASSIGNMENT AND USE OF NATIONAL STOCK NUMBERS (NAVSEA) (May 1993) Modified202 COMMON STANDARD FOR CONDUCTING A BACKGROUND RECORDS CHECK OF NON-GENERAL DYNAMICS EMPLOYEES 203 NOTIFICATION OF PARTS AND ELECTRONICS OBSOLESCENCE AND/OR DISCONTINUATION OF PRODUCTION 204 GOVERNMENT-INDUSTRY DATA EXCHANGE PROGRAM NAVSEA 5252.227-9113, (OCT 2006) (MODIFIED)205 IDENTIFICATION MARKING OF PARTS ALT I (NAVSEA) (JUN 2008) (MODIFIED)206 LOGISTIC SUPPORT REQUIREMENT (MODIFIED)207 NNPI - CONTROL OF NAVAL NUCLEAR PROPULSION INFORMATION (NNPI) & SECURITY AGREEMENT208 NNPI - CONTROL OF VISITORS AND PROCEDURES TO PROTECT NNPI209 NNPI - MARKING OF DOCUMENTS CONTAINING NAVAL NUCLEAR PROPULSION INFORMATION (NNPI)210 NNPI - NAVAL NUCLEAR PROPULSION INFORMATION SECURITY CONTROLS 211 NNPI - PROTECTION OF NAVAL NUCLEAR PROPULSION INFORMATION (Based on NAVSEA 5252.227-9100, JAN 1986, MODIFIED)212 NNPI - TRANSMISSION ABROAD OF EQUIPMENT OR TECHNICAL DATA RELATING TO THE NUCLEAR PROPULSION OF NAVAL SHIPS (Based

on NAVSEA 5252.227-9101, JAN 2008, Modified)213 NOTIFICATION OF CHANGES214 NAVSEA 5252.233-9103, DOCUMENTATION OF REQUESTS FOR EQUITABLE ADJUSTMENT (AT) – Alternate 1 (APR 1999) (Modified)215 CERTIFICATION OF REQUESTS FOR EQUITABLE ADJUSTMENT (REA) 216 NAVSEA 5252.233-9107, EQUITABLE ADJUSTMENTS; WAIVER AND RELEASE OF CLAIMS (MODIFIED) 217 SPECIAL AGREEMENT REGARDING SWITCHBOARD SUBCONTRACTS (NAVSEA) (Jun 2000)(Modified)218 UNLIMITED RIGHTS IN TECHNICAL DATA – NUCLEAR PROPULSION PLANT SYSTEMS (Based on NAVSEA 5252.227-9114, NOV 1996, Modified) 219 DATA RIGHTS220 DFARS 252.229-7006, VALUE ADDED TAX EXCLUSION (UNITED KINGDOM) (JUN 1997) (MODIFIED)221 AMENDMENTS REQUIRED BY PRIME OR HIGHER-TIER CONTRACT AND/OR CHANGES OF LAW, RULES, AND/OR REGULATIONS222 INCORPORATION OF APPLICABLE CLAUSES, PROVISIONS, AND OTHER REQUIREMENTS

***********************************************************************************************************

PART II – SPECIAL PROVISIONS

201. ASSIGNMENT AND USE OF NATIONAL STOCK NUMBERS (NAVSEA) (May 1993) ModifiedTo the extent that National Stock Numbers (NSNs) or preliminary NSNs are assigned by the U.S. Government for the identification of parts, pieces, items,

subassemblies or assemblies to be furnished under this Purchase Order, the Seller shall use such NSNs or preliminary NSNs in the preparation of provisioning lists, package labels, packing lists, shipping containers and shipping documents as required by applicable specifications, standards, or data item descriptions of this Purchase Order or as required by orders for spare and repair parts.

When NSNs or preliminary NSNs are required to be assigned, Seller shall request them in writing. The Buyer’s cognizant Government Contract Administration Office shall be responsible for providing the Seller such NSNs or preliminary NSNs which may be assigned and which are not already in the possession of the Seller.

202. COMMON STANDARD FOR CONDUCTING A BACKGROUND RECORDS CHECK OF NON-GENERAL DYNAMICS EMPLOYEES (This clause applies if any of the conditions of applicability stated in the clause are met.)

PolicyGeneral 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 to access Company facilities or computer networks, covered non-employees are subject to background checks and related screening procedures in accordance with General Dynamics Policy.

Scope of Policy1. Covered Non-Employees. The term “Covered Non-Employees” refers to all individuals who are not actively employed on the payroll of Electric Boat and

includes consultants, temporary employees, visitors, and individuals employed by contractors, subcontractors, labor suppliers, personnel agencies, vendors, or any other third party, but does not include:(a) 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(b) 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 the contract.

Criminal Records Checks1. Applicability. A Federal and State criminal records check satisfying the criteria listed below must be conducted for all covered non-employees before they are

allowed to have:(a) Unescorted access to operating areas of Company facilities on a regular basis. (A “Regular Basis” is defined as a period of more than 30 days in any 365-

day period.);(b) Access to one or more of the Company’s computer networks; or(c) Access to any other areas or information determined by the Company Security Department to require a criminal records check.(d) Criminal history checks shall be submitted to Electric Boat Security for review and adjudication.

2. 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 in the past 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) prior to the criminal records check. If additional or different addresses are found, then criminal records checks should be done for the appropriate states/counties for the relevant time period.





3. Exception: Covered Non-Employees are excused from the criminal records check requirements as follows:(a) 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 Electric Boat Business Unit’s Security Department will reexamine the cleared status of such individual at regular intervals.

(b) Certification from Trusted Contractor. A criminal records check is not required for a Covered Non-Employee employed by a Trusted Contractor that 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 in the preceding seven (7) years has not revealed any derogatory information about him/her (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).

(c) Bonded Personnel. The Electric Boat Security Director may waive the requirement of a criminal records check where the Covered Non-Employee’s employer has bonded the Non-Employee.

Credit History Checks1. Applicability. Reports on consumer credit histories from a national credit bureau are required for Covered Non-Employees who:

(a) Have some responsibility for administration of the Company’s computer networks;(b) Have access to non-public data regarding the Company’s financial performance; or(c) Perform a function determined by the Security Director to require consumer credit history in order to protect the Company and its assets.(d) Credit history checks shall be submitted to Electric Boat Security for review and adjudication.

2. Report Requirement. A search of credit history check must be conducted for each address at which the Covered Non-Employee resided or was employed at any time in the past 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) prior to the credit history check. If additional or different addresses are found, then credit history reports should be done for the appropriate states/counties for the relevant time period.

3. Exceptions: Covered Non-Employees are excused from the credit history check requirements as follows:(a) Security Clearances. A credit history 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 Business Unit’s Security Department will reexamine the cleared status of such individual at regular intervals.

(b) Certification from Trusted Contractor. A credit history check is not required for a Covered Non-Employee employed by a Trusted Contractor that certifies in writing that a timely credit check has been performed and has not disclosed 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).

(c) Bonded Personnel. The Electric Boat Security Director may waive the requirement of a credit history check where the Covered Non-Employee’s employer has bonded the Non-Employee.

Review Process as Follows:Step I – Background ChecksThe Contractor will conduct criminal records checks and/or credit history checks for “Covered Non-Employees” as set forth herein. Such information will be provided to an individual designated by Electric Boat.

Step II – AdjudicationAdjudication: An adjudication team from Electric Boat will then deliberate and make decisions regarding derogatory information received through the background check process.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].

Any questions regarding background check requirements and the process for becoming a “Trusted Contractor” should be referred to Electric Boat Security at 860-433-1552 or may be submitted by e-mail to [email protected].

203. NOTIFICATION OF PARTS AND ELECTRONICS OBSOLESCENCE AND/OR DISCONTINUATION OF PRODUCTION (MODIFIED) The Buyer may in the future wish to, but makes no commitment to, acquire additional items, parts, sub-components, and/or components like those to be/being

acquired under this purchase order. The Seller shall notify the Buyer in writing in a timely manner of any obsolescence of (a) parts, sub-components, and/or components and/or of any (b) electronics

in equipment, assemblies, subassemblies, parts, components or items delivered or to be delivered under this Purchase Order, whether supplied by the Seller or by the Seller’s lower-tier subcontractor(s), that are going out of production or that are expected to be going out of production or that will no longer be commercially available.

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

Seller is to specifically identify those items by name or title, part number(s), function and location in the item delivered or the ship system (if known), and the name and address/location of the vendor.

204. NAVSEA 5252.227-9113, GOVERNMENT-INDUSTRY DATA EXCHANGE PROGRAM (NAVSEA 5252.227-9113) (OCT 2006) (MODIFIED)(Applies if this Purchase Order exceeds $500,000.) (a) The Subcontractor 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 the Subcontractor from complying with any other requirements of this Purchase Order.

(b) DELETED as not applicable.(c) GIDEP materials, software and information are available without charge from:

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


http://www.gidep.org/

mailto:[email protected]




205. IDENTIFICATION MARKING OF PARTS ALT I (NAVSEA) (JUN 2008) (MODIFIED)(Refer also to EB Standard Clause 53-7; Part I clause 31 entitled “Packing and Crating” and Part IV clause entitled DFARS 252.211-7003 entitled “Item Identification and

Valuation (Aug 2008)”.)

(a) Unless otherwise specified in this Purchase order, identification marking of individual parts within the systems, equipments, assemblies, subassemblies, components, groups, sets or kits, and of spare and repair parts shall be done in accordance with the applicable specifications and drawings.

To the extent identification marking of such parts is not specified in this Purchase Order or in applicable specifications or drawings, such marking shall be accomplished in accordance with the following:

(1) Parts not manufactured to Government specifications shall be marked in accordance with generally accepted commercial practice;(2) Parts manufactured to Government specifications shall be marked as follows:

(i) Electrical Parts – that is, all parts in electrical equipments and electrical parts when used in equipments which are not electrical in nature (e.g., electric controls and motors in a hydraulic system) – shall be identified and marked in accordance with MIL-STD-1285D dated 7 September 2004, or, where MIL-STD-1285D does not cover such a part, in accordance with MIL-STD-130N dated 17 December 2007. Requirements of MIL-STD-1686C dated 25 October 1995 for Electrostatic Discharge Control shall be addressed.

(ii) Electronic Parts – that is, all parts in electronic equipments and electronic parts when used in equipments which are not electronic in nature (e.g., electronic fuel controls in some engines) – shall be identified and marked in accordance with Requirement 67 of MIL-HDBK-45A dated 3 November 2000. Requirements of MIL-STD-1686C for Electrostatic Discharge Control shall be addressed.

(iii) Parts other than electrical or electronic parts (as described above) shall be identified and marked in accordance with MIL-STD-130L.(b) In cases where parts are so small as not to permit identification marking as provided above, such parts shall be appropriately coded so as to permit ready

identification.

206. LOGISTIC SUPPORT REQUIREMENT (MODIFIED)(a) This requirement applies whenever the Purchase Order specifications, by reference to a Military Specification or otherwise, specify repair parts or stock

components (hereinafter called “repair parts”) for a ship component or item of equipment. However, this clause is not applicable to those items commercially developed and is only applicable in those instances where the U.S. Government has government purpose rights in the item or its design.

(b) With respect to ship components or equipments manufactured other than in the United States, United Kingdom (“UK”), or Canada, the Seller agrees that, in addition to any other data required by this subcontract/letter contract/purchase order, it will furnish under this subcontract/letter contract/purchase order sufficient data so that the repair parts can be reproduced in the United States, UK, or Canada unless the suppliers of the ship components or equipments shall have made arrangements satisfactory to the Seller and approved by the Buyer’s Contracting Officer for the manufacturing of repair parts in the United States, UK, or Canada. For the purpose of this requirement, “sufficient data” shall mean detail drawings and other technical information sufficiently extensive in detail to show design, construction, dimensions, and operation or function, manufacturing methods or processes, treatment or chemical composition of materials, plant layout, and tooling. All data shall be in the English language and according to the United States system of weights and measures, and drawings for components, assemblies, subassemblies and parts protected by U.S. patents shall contain a prominent notation to that effect fully identifying the patent or patents involved, and bearing the numbers of the Buyer’s prime contract and this subcontract.

(c) In order to satisfy the requirements of paragraph (b), above, unless the supplier of the ship components or equipments shall have made arrangements satisfactory to the Buyer and approved by the Buyer’s Contracting Officer for the manufacture of such repair parts in the United States, UK, or Canada, the Seller shall include in all lower-tier subcontracts for the purchase of ship components or equipments, except for those items excluded in paragraph (a) above from a foreign source a clause, acceptable to the Buyer’s Contracting Officer, granting to the United States Government for a period of seven (7) years, Government Purpose Rights (as defined in paragraph (a)(12) of the clause of this Purchase Order entitled “Rights in Technical Data – Non Commercial Items” (DFARS 252.227-7013) in all technical data necessary to manufacture spare and repair parts for such components or equipment.

207. NNPI - CONTROL OF NAVAL NUCLEAR PROPULSION INFORMATION (NNPI) & SECURITY AGREEMENT(Applies to bid solicitations, letter contracts, and/or purchase orders containing or requiring access to NNPI.)This bid solicitation (e.g., Request for Proposal/Quotation), letter contract, purchase order, and/or supporting information may contain Naval Nuclear Propulsion

Information (NNPI) which is subject to special export and other controls of the International Traffic in Arms Regulations (ITAR) as well as the more stringent export and other control requirements for Naval Nuclear Propulsion Information.

Other contractual and/or legal requirements regarding disclosure also apply.For purposes of this solicitation, letter contract, and/or award, the designation NOFORN indicates that the document contains unclassified NNPI. Classified NNPI is identified by other markings designated in OPNAVINST N9210.3.NNPI may only be disclosed to U.S. citizens with a need-to-know. NNPI may 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 to be foreign nationals for industrial security purposes and the purpose of this restriction.The bidder or Seller is required to comply with all NNPI special marking, handling, disclosure, and disposal requirements of OPNAVINST N9210.3.

Dual Citizenship, Disclosure of NNPI to Persons with - 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 Naval Nuclear Propulsion Information (NNPI) for Bid solicitations and Purchase Orders(Ref.: OPNAVINST N9210.3, Enclosure (5), Modified)(A) By receiving and acting on this bid solicitation where no Purchase Order yet exists (e.g., RFQ or RFP) or, as applicable, by accepting this Purchase Order or by

commencing work in performance of this Purchase Order, the prospective bidder (the addressee of the solicitation) or Purchase Order awardee agrees that when provided documents (RFQ/RFP bid solicitations, purchase orders, specifications, drawings, etc.) that are marked as containing NOFORN sensitive information that must be controlled pursuant to federal law and/or contractual requirements (e.g. NOFORN), that:(1) The information contained therein and generated as part of the inquiry, solicitation, or resulting purchase order shall be used only for the purpose of

preparing the quotation/proposal or for performance of this Purchase Order; and(2) They shall in no case be transmitted outside the prospective bidder’s or awardee’s company (except to prospective lower-tier bidder’s who have a specific

need to know and to whom the prospective bidder/awardee has invoked similar controls and unless such transmittals comply with the detailed guidance of the RFQ/RFP or purchase order); and





(3) They shall not be transmitted or disclosed to any foreign national or foreign interest, whether within or outside the prospective bidder’s or awardee’s company; and

(4) While in use, the documents shall be protected from unauthorized observation, and(5) They shall be kept secure so as to preclude access by any persons not having a legitimate need to view them related to the solicitation or Purchase Order; and(6) They shall not be copied unless done in conformance with the detailed guidance of the solicitation and/or subcontract award requirements (including, when

applicable, the provisions of the DOE-DOD Classification Guide for the Naval Nuclear Propulsion Program, CG-RN-1, Revision 3, and its Interpretive Guidance Bulletins as well as OPNAVINST N9210.3 and in accordance with any other guidance provided); and

(7) Following preparation/submittal of the bid solicitation response or performance of any resultant purchase order awarded, all the documents and copies shall be promptly returned in their entirety to Buyer, unless authorized for proper disposal or retention, following completion of the subcontract.

(B) Specific requirements for Protecting U-NNPI:(1) Only people who are a U.S. citizen and have a “Need to Know” required to execute the contract shall be allowed access to NNPI.(2) When not in direct control of an authorized individual, U-NNPI must be secured in a locked container (e.g., file cabinet, desk, safe, etc.). Access to the

container must be such that only authorized persons can access it and compromise of the container can be visually detected. Containers should have no labels that indicate the contents. If removed from the site, U-NNPI must remain in the personal possession of the individual. At no time should U-NNPI be left unsecured in a home or automobile, unattended in a motel room or sent with baggage, etc.

(3) Documents will have the word NOFORN at the top and bottom of each page. The cover sheet 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. Media such as video tapes, disks, etc., must be marked and controlled similar to the markings on the original information.

NOFORN: This document is subject to specialexport controls and each transmittal to

foreign governments or foreign nationals may be made only with the prior approval of

the Naval Sea Systems Command.

(4) U-NNPI may not be processed on networked computers with outside access unless approved by the Naval Sea Systems Command. If desired, the company may submit a proposal for processing NNPI on company computer systems. Personally owned computing systems, including, but not limited to, personal computers (PC), laptops, and Portable Electronic Devices (PED) such as Personal Digital Assistants (PDA), are not authorized for processing NNPI. Exceptions require the specific approval of the cognizant DAA and Naval Reactors (NR)/NAVSEA 08Y.

(5) U-NNPI may be faxed within the continental U.S. and Hawaii provided there is an authorized individual waiting to receive the document and properly control it. U-NNPI may not be faxed to facilities outside the continental U.S., including military installations, unless encrypted by Naval Sea System Command approved means.

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

(7) Disposal of documents containing U-NNPI shall ensure that the information is not easily retrievable. Disposing of documents in the same manner as classified documents is preferred.

(8) Report any attempts to elicit U-NNPI by unauthorized persons to the appropriate security personnel.(9) Report any compromises of U-NNPI by unauthorized persons to the appropriate security personnel. 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.

Definitions applicable to this clause are provided in the base instruction OPNAVINST N9210.3.

(C) THE PROSPECTIVE BIDDER IS TO RETURN THE BID SOLICITATION IN ITS ENTIRETY AND ANY COPIES OF DOCUMENTS MADE IN THE EVENT THAT:

1. IT DOES NOT AGREE TO THIS PROVISION. IN SUCH A CASE, THE PROSPECTIVE BIDDER SHALL BE DEEMED TO HAVE DECLINED TO SUBMIT A PROPOSAL OR TO HAVE "NO BID" THE SOLICITATION.

2. IT IS NOT THE RECIPIENT OF THE AWARD.

208. 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 (Refer to the ITAR) specifically designed, developed, modified, or altered in performance of this Purchase Order; or (3) that are otherwise in the public domain; or (4) that Seller typically offers for sale and has sold to the general public (“Commercial Items”). However, notwithstanding the above, 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 either the Seller, Buyer, or the U.S. Government in the performance of this Purchase Order. This includes Foreign Nationals, whose visits require additional controls above and beyond those necessary for visits by U.S. Citizens.

A. Except with the written consent of the Buyer, Seller will not permit any Visitors to its 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 an established need to know for performance of this Purchase Order.

Refer also to the additional requirements of Part I clause herein entitled “Safeguarding Information … Technical Data”. C. Seller must also notify the Buyer in advance of any visit to Seller’s plant, office, or facility, to view or examine documents, components, assemblies, or major

subassemblies provided for or delivered under this order and must ensure similar controls are in effect at all lower-tier suppliers.

209. NNPI - MARKING OF DOCUMENTS CONTAINING NAVAL NUCLEAR PROPULSION INFORMATION (NNPI) All documents containing NNPI are subject to special marking, handling and disclosure requirements contained in this order and OPNAVINST N9210.3. Documents containing UNCLASSIFIED NAVAL NUCLEAR PROPULSION INFORMATION shall be marked in accordance with OPNAVINST N9210.3 and





with the following NOFORN Warning Notice:

“NOFORN: This document is subject to special export controls and each transmittal to foreign governments or foreign nationals may be made only with prior approval of the NAVAL SEA SYSTEMS COMMAND.” Classified NNPI documents have additional special handling and marking requirements. Refer to OPNAVINST N9210.3.

210. NNPI - NAVAL NUCLEAR PROPULSION INFORMATION (NNPI) SECURITY CONTROLS (This clause applies if performance of this subcontract involves access to NNPI and Seller is eligible to have 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.

211. NNPI – PROTECTION OF NAVAL NUCLEAR PROPULSION INFORMATION (Based on NAVSEA 5252.227-9100, JAN 1986, MODIFIED)(This clause applies if during the performance of this subcontract/letter contract/Purchase Order, Naval Nuclear Propulsion Information (NNPI) is developed or used. Definitions applicable to this clause are provided in OPNAVINST N9210.3.)(a) During the performance of this subcontract/letter contract/purchase order, Naval Nuclear Propulsion Information (NNPI) may be developed or used. 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 subcontract, 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 the 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.

212. NNPI - TRANSMISSION ABROAD OF EQUIPMENT OR TECHNICAL DATA RELATING TO THE NUCLEAR PROPULSION OF NAVAL SHIPS(Based on NAVSEA 5252.227-9101, JAN 2008, MODIFIED) (Note: Also includes controls for other than equipment or technical data defined as NNPI.) (a) The supplies specified to be delivered under this subcontract 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 data defined as NNPI in paragraph (b) above, except with the prior written consent of the Buyer and, when required, the

Buyer’s Contracting Officer (or his designated representative), the Seller shall not, at any time during or after the performance of this subcontract, transmit or authorize the transmittal of any technical data or equipment as defined in paragraph (d) below,

(1) Outside the United States; or (2) Irrespective of location,

(i) To any foreign national, not working on this subcontract or any subcontract hereunder; or (ii) To any foreign organization (including foreign subsidiaries and affiliates of the Seller); or (iii) To any foreign government; or(iv) To any international organization.

(d) As used in this requirement, the following terms shall have the following definitions:(1) “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; (2) “Equipment” means all supplies of the kind specified to be delivered under the Buyer’s prime contract and this subcontract, 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; (3) “Technical Data” means all professional, scientific, or technical information and data produced or prepared for the performance of the Buyer’s prime

contract or this subcontract, or on or for the operation, maintenance, evaluation, or testing of any Buyer’s prime contract item or any subcontract item hereunder, whether or not the information and data were specified to be delivered under this subcontract 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 subcontract or Buyer’s prime contract.

(e) Flow Down Requirement: The Seller agrees to insert in all subcontracts under this subcontract 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:

(1) 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





(2) 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.

213. 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 clause 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 to constitute 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—

(1) The date, nature, and circumstances of the conduct regarded as a change; (2) The name, function, and activity of the individuals directly involved in or knowledgeable about such conduct; (3) The identification of any documents and the substance of any oral communication involved in such conduct; (4) In the instance of alleged acceleration of scheduled performance or delivery, the basis upon which it arose; (5) The particular elements of contract performance for which the Seller might seek an equitable adjustment under this clause, including—

(i) What contract line items have been or may be affected by the alleged change; (ii) 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; (iii) 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; (iv) What adjustments to contract price, delivery schedule, and other provisions affected by the alleged change are estimated; and

(6) 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.

214. NAVSEA 5252.233-9103, DOCUMENTATION OF REQUESTS FOR EQUITABLE ADJUSTMENT (AT) – Alternate 1 (APR 1999) (Modified)(Refer also to the Part III clause entitled “DFARS 252.243-7002, Requests for Equitable Adjustment.)(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: (1) A description (i) of the work required by the Purchase Order before the change, which has been deleted by the change, and (ii) 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; (2) Description of work necessary to undo work already completed which has been deleted by the change; (3) 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; (4) Description of interference and inefficiencies in performing the change; (5) Description of disruption attributable solely to the change; which description shall include the following information: (i) Description of each identifiable element of disruption and how work has been, or may be, disrupted; (ii) The calendar period of time during which disruption occurred, or may occur; (iii) Area(s) of the Seller's operations where disruption occurred, or may occur; (iv) Trade(s) or functions disrupted, with a breakdown of man hours and material for each trade or function; (v) 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; (vi) Description of any measures taken to lessen the disruptive effect of the change. (6) Delay in delivery attributable solely to the change;

(7) Other work or increased costs attributable to the change;(8) 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)(8) above, or that the Seller may not reasonably be able to furnish complete information on all of the factors listed in subparagraphs (b)(1) through (b)(8) 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. 5/14/12 38 of 63 (Supersedes Prior Rev 0 (Apr 2011)





(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 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) (1) through (b) (8) hereof.

215. CERTIFICATION OF REQUESTS FOR EQUITABLE ADJUSTMENT (REA) (Refer also to the Part III clause entitled “DFARS 252.243-7002, Requests for Equitable Adjustment”.)(1) 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.(2) 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)).(3) 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.

216. .NAVSEA 5252.233-9107, EQUITABLE ADJUSTMENTS; WAIVER AND RELEASE OF CLAIMS (AT) (JAN 1983) (MODIFIED) (Refer also to the Part III clause entitled “DFARS 252.243-7002, Requests for Equitable Adjustment.)(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.

217. SPECIAL AGREEMENT REGARDING SWITCHBOARD SUBCONTRACTS (NAVSEA) (Jun 2000) (Modified)(Refer also to Section I clause entitled “Subcontracting and Subcontracting Restrictions”.) (a) The Government has an interest in maintaining a competitive market for switchboards to be used on U.S. Naval vessels. The requirements of 10 USC 2534

result in a major component of certain switchboards (i.e. air circuit breakers) being available from a single domestic source who is also a competitor for such switchboards. Therefore, the Subcontractor shall evaluate subcontract proposals for such switchboards exclusive of air circuit breaker content or on some other basis that ensures an equitable switchboard competition.

(b) The Seller shall, in all cases involving subcontracts which contain air circuit breakers for switchboards, give advance notification to the Buyer and obtain written consent of the Buyer and the Buyer’s Government Contracting Officer prior to placing any such subcontract. Such advance notification shall include the information listed under paragraph (f)(1) of the U.S. Federal Acquisition Regulation (FAR) clause 52.244-2 entitled “SUBCONTRACTS”.

218. UNLIMITED RIGHTS IN TECHNICAL DATA – NUCLEAR PROPULSION PLANT SYSTEMS (Based on NAVSEA 5252.227-9114, NOV 1996, MODIFIED) 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 and 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 are “specifically negotiated license rights” as used in these DFARS clauses.

(i) 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.

(ii) 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 Buyer’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 subcontract, including the specifications, and other documents incorporated by reference, applicable to the item or type of technical data involved.

219. DATA RIGHTSNotwithstanding any other provisions in this contract, the Parties agree that all design products, drawings, specifications, notes and other works developed in the

performance of this contract may be used by the United States Government for any purpose, either domestically or abroad.

220. DFARS 252.229-7006, VALUE ADDED TAX EXCLUSION (UNITED KINGDOM) (JUN 1997) (MODIFIED)(Applies to this and all other subcontracts for supplies or services acquired from UK suppliers that would otherwise be subject to UK Value added tax.)

The supplies or services identified in this subcontract are to be delivered at a price exclusive of value added tax under arrangements between the appropriate United States authorities and Her Majesty’s Customs and Excise (Reference Priv 46/7). By executing this subcontract, the Buyer certifies that these supplies or services are being purchased for United States Government official purposes only.

221. AMENDMENTS REQUIRED BY PRIME OR HIGHER-TIER CONTRACT AND/OR CHANGES OF LAW, RULES, AND/OR REGULATIONSThe Seller agrees that upon the Buyer’s request, it will negotiate in good faith with the Buyer relative to amendments or supplements to this letter contract/subcontract/purchase order to incorporate additional provisions herein or to change 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 or with the provisions of amendments to such prime or higher-tier contract. 5/14/12 39 of 63 (Supersedes Prior Rev 0 (Apr 2011)





Seller also agrees that it shall do the same if the Buyer determines that changes are necessary as a result of a change or modification of a law(s), rule(s), and/or regulation(s).

If the Seller feels that such change(s) in clauses and/or revisions invoked in the set of Terms & Conditions and/or other requirements applicable to this letter contract/subcontract/purchase order results in and provides entitlement for a request for a reasonable equitable adjustment in schedule, delivery, and/or price/cost (increase or decrease), the Seller may make a request in accordance with the appropriate changes and/or equitable adjustment clauses specified in the applicable terms and conditions.

222. INCORPORATION OF APPLICABLE CLAUSES, PROVISIONS, AND OTHER REQUIREMENTS The 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 they were given in full text, and are applicable, including any notes or other language following the clause citation, to this subcontract. If the date or substance of any of the clauses and provisions listed in these terms and conditions is different from the date or substance of the clause actually invoked in the applicable Buyer’s prime contract or the applicable Buyer’s subcontract under a higher-tier prime contract (collectively referred to herein as “Prime Contract”), the date or substance of the clause or provision incorporated by the applicable Prime Contract shall apply instead. The Seller shall promptly notify the Buyer in writing and request clarification or correction when the Seller suspects that such a difference exists or may exist. 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 of this subcontract/letter contract/purchase order. If the Seller feels that such change(s) in clauses and/or revisions invoked in the set of Terms & Conditions and/or other requirements applicable to this letter contract/subcontract/purchase order results in and provides entitlement for a request for a reasonable equitable adjustment in schedule, delivery, and/or price/cost (increase or decrease), the Seller may make a request in accordance with the appropriate changes and/or equitable adjustment clauses specified in the applicable terms and conditions.______________________________________________________________________________________________________________________________________________________________________________________________________________________PART III – FAR/DFARS CLAUSES/PROVISIONS INCORPORATED BY REFERENCE3.000 CLAUSES/PROVISIONS INCORPORATED BY REFERENCE.

The below listed Federal Acquisition Regulation (FAR) and the Department of Defense Federal Acquisition Regulation Supplement (DFARS) clauses are hereby incorporated by reference and made part of this Purchase Order with the same force and effect as if they were given in full text.

Refer also to the Part I clause entitled “Definitions”. Unless the text in these clauses clearly reserves rights in the Government only or as otherwise noted, the terms: “Purchase Order” shall be substituted for “Contract”; “Purchaser” or “Buyer” for “Government” or “Contracting Officer” or equivalent phrases; “Seller” for “Contractor”; and "Seller's subcontractor" for "Subcontractor"

when it can so reasonably be interpreted, and it is not obvious that the words refer to Buyer’s prime contract, the Government or Contracting Officer, the Purchaser, or the Seller itself.

Seller agrees to, where applicable, flow down the FAR and DFARS clauses as well as those clauses and provisions contained in this document to its lower-tier subcontractors and to also require further flow down, where applicable. The full text of a clause may be accessed electronically at these addresses (as of 2/20/11): FAR: https://www.acquisition.gov/far/DFARS: http://www.acq.osd.mil/dpap/dars/dfarspgi/current/index.html***********************************************************************************************************

PART III: FAR/DFARS CLAUSES MODIFIED AND INCORPORATED BY REFERENCE

PART III

Clause No.

Applicable Threshold

FAR/DFARS Clause

Reference No.

Clause Title in EB-UK1 (Rev 0 Dec 2009) Applicable Revision

Indemnification of Buyer by Seller for noncompliance (Refer to the Part 1 clauses addressing Indemnification as well as language below.)

- EB Identification of further flow down requirements is informational only and is not to be construed as determinative. Seller remains responsible for determining and complying with all clause flow down requirements.- The following FAR and DFARS clauses are incorporated herein by reference, with modifications when noted, with the same force and effect as if incorporated in full text.

PART III.1 GENERAL (Applies to all solicitations and awards.) PART III.2 FIXED PRICE (Applies to fixed price solicitations and awards in addition to PART III.0, GENERAL)PART III.3 COST REIMBURSEMENT, TIME-AND-MATERIALS, AND LABOR HOUR (Applies to CR, T & M, and LH type solicitations and awards in addition to PART III.0, GENERAL)NOTE 1 – The S.A.T. (Simplified Acquisition Threshold) increased from $100,000 to $150,000 effective 10/1/10 per FAC 2005-45.PART III.1

GENERAL (Applies to all solicitations and awards.)

3.001 > S.A.T. (See Note 1

252.203-7001 Prohibition on Persons Convicted of Fraud or Other Defense-Contract Related Felonies (Applies less paragraph (g) if this order exceeds the S.A.T., except those for

Dec-08





above) commercial items or components.) (Refer also to the Part I clauses herein entitled "Fraud and Falsification"; "Reduction or Suspension of Contract Payments Upon Finding of Fraud or Falsification"; and "Subcontracting and Subcontracting Restrictions" as well as the Part III clause no. 252.209-7004 (Modified) below entitled "Subcontracting with Firms that are Owned or Controlled by the Government of a Terrorist Country".)

3.002 All 252.203-7002 Requirement to Inform Employees of Whistleblower Rights (See Part IV for full text.) Jan-093.003 All 252.204-7000 Disclosure of Information Dec-913.004 All 252.204-7003 Control of Government Personnel Work Product Apr-923.005 All 252.204-7005 Oral Attestation of Security Responsibilities Nov-013.006 All 252.204-7008 Requirements for Contracts Involving Export-Controlled Items (See Part IV for full

text.)Apr-10

3.007 All - Notification via Buyer.

> $30K – Prohibition on

subcon-tracting (see

clause)

252.209-7004 Subcontracting with Firms that are Owned or Controlled by the Government of a Terrorist Country (Modified significantly to read as shown in Part IV.) (See Part IV for full text.) (Refer also to the Part I clause entitled "Subcontracting and Subcontracting Restrictions".)

Dec-06

3.008 > $1 Million 252.211-7000 Acquisition Streamlining (Applies for solicitations and purchase orders > $1million.) Dec-913.009 All unless

P.O. states that it doesn’t

apply.

252.211-7003 Item Identification and Valuation (See Part IV for full text.) Aug-08

3.010 > $700,000 or > $650K,

as applicable per the TINA

threshold

252.215-7000 Pricing Adjustments Dec-91

3.011 All 252.215-7004 Excessive Pass-Through Charges - Alternate I (Refer also to the Part I clause entitled "Subcontracting and Subcontracting Restrictions" and clause 52.215-23, “Limitations on Pass-through Charges”.) (Applies to all subcontracts except - (1) Firm-fixed-price subcontracts awarded on the basis of adequate price competition; (2) Fixed-price subcontracts with economic price adjustment, awarded on the basis of adequate price competition; (3) Firm-fixed-price subcontracts for the acquisition of a commercial item; or (4) Fixed-price subcontracts with economic price adjustment, for the acquisition of a commercial item.)

May-08

3.012 > $550K 252.219-7003 (Refer also to FAR 52.219-8 & 52.219-9.)

Small Business Subcontracting Plan (DoD Contracts) (DEVIATION) (Class Deviation DARS Tracking No. 2008-O0008 dated 12 Feb 2009 applies. ALT I applies when FAR 52.219-9 (DEVIATION) applies.)

DEVIATION

3.013 > $1,000,000 subject to

clause limitations

252.222-7006 Restriction on the Use of Mandatory Arbitration Agreements (See Part IV for full text.) May-10

3.014 All 252.223-7001 Hazard Warning Labels Dec-913.015 All 252.225-7001 Buy America Act and Balance of Payments Program (Certain exemptions may apply.) Jan-093.016 All 252.225-7002 Qualifying Country Sources as Subcontractors Apr-033.017 > $550K 252.225-7004 Report of Intended Performance Outside the United States and Canada - Submission

After Award (Note: Seller is the first-tier subcontractor.) Applies and Seller is to provide Buyer with the required report(s), when applicable, if the Seller will perform any part of this subcontract outside the United States and Canada that - (1) Exceeds U.S. $550,000 in value; and (2) Could be performed inside the United States or Canada.

May-07

3.018 >550K 252.225-7006 Quarterly Reporting of Actual Contract Performance Outside the United States (Note: Seller is the first-tier subcontractor.) Applies if this subcontract exceeds or is expected to exceed U.S. $550,000 except if this subcontract is for commercial items, construction, ores, natural gases, utilities, petroleum products and crudes, timber (logs), or subsistence. When this clause applies, Seller shall, with respect to performance of this subcontract, (1) Comply with the requirements directed to the Contractor in paragraphs (b) through (e) of this clause; and (2) Request, in writing, that the Buyer provide the Seller with the applicable prime contract number when it is required to submit reports under this clause.

May-07

3.019 All 252.225-7008 Restriction on Acquisition of Specialty Metals Jul-093.020 All 252.225-7009 Restriction on Acquisition of Certain Articles Containing Specialty Metals

(Applies, less paragraph (d), if this order is for items containing specialty metals.) Jul-09

3.021 All unless

excepted

252.225-7012 Preference for Certain Domestic Commodities (Certain exemptions may apply.) Jun-10

3.022 All 252.225-7013 Duty-Free Entry (Applies if this subcontract is for: (i) Qualifying country components; or Dec-095/14/12 41 of 63 (Supersedes Prior Rev 0 (Apr 2011)





unless excepted

(see clause)

(ii) Non-qualifying country components for which the Contractor estimates that import duty will exceed $200 per unit. Unless otherwise eligible for duty-free entry under a Trade Agreement, when a shipment is eligible for duty-free entry under the terms of 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.)

3.023 All 252.225-7015 Restriction on Acquisition of Hand or Measuring Tools - Hand or measuring tools delivered under this contract shall be produced in the United States or its outlying areas.

Jun-05

3.024 All 252.225-7016 Restriction on Acquisition of Ball and Roller Bearings (Applies to this subcontract and lower-tier subcontracts at every tier unless the subcontract is for: (1) Commercial items; or (2) Items that do not contain ball or roller bearings.)

Mar-06

3.025 All 252.225-7025 Restriction of Acquisition of Forgings (Applies if this subcontract is for "forging items" or for other items that contain "forging items".)

Dec-09

3.026 All 252.225-7031 Secondary Arab Boycott of Israel (Also, refer to the Part I clause entitled "Representations and Certifications".)

Jun-05

3.027 > $500K 252.226-7001 Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns - Further flow down may be required.

Sep-04

3.028 All 252.227-7013 Rights in Technical Data - Noncommercial Items (Refer also to the Part II clauses in this Purchase Order entitled NAVSEA 5252.227-9114, "Logistic Support Requirement"; “Unlimited Rights in Technical Data – Nuclear Propulsion Plant Systems” and "Data Rights".)

Nov-95

3.029 All 252.227-7014 Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation (Refer also to the Part II clauses in this Purchase Order entitled “Unlimited Rights in Technical Data – Nuclear Propulsion Plant Systems" and "Data Rights".”)

Jun-95

3.030 All 252.227-7016 Rights in Bid or Proposal Information (“Purchaser to include its parent, subsidiaries, and affiliates” is substituted for “Government.”) (Further flow down may be required - see clause.)

Jun-95

3.031 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 subcontract. )

Jun-95

3.032 All 252.227-7027 Deferred Ordering of Technical Data or Computer Software Apr-883.033 All 252.227-7030 Technical Data - Withholding of Payment Mar-003.034 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.)

Sep-99

3.035 All 252.227-7038 Patent Rights - Ownership by the Contractor (Large Business) Dec-073.036 All 252.227-7039 Patents - Reporting of Subject Inventions Apr-903.037 All 252.229-7006 Value Added Tax Exclusion (United Kingdom) (Modified to read as invoked in full text in

Part II.) (Applies to this and all other subcontracts for supplies or services acquired from UK suppliers that would otherwise be subject to UK Value added tax.)

Jun-97

3.038 All 252.231-7000 Supplemental Cost Principles Dec-913.039 All when

specified by EB as

applicable.

252.234-7002 Earned Value Management System (See Part IV for full text.) Apr-08

3.040 All 252.235-7010 Acknowledgment of Support and Disclaimer (Invoked in full text in Part IV.) May-953.041 All when

specified by EB as

applicable.

252.237-7023 Continuation of Mission Essential Functions (See Part IV for full text.) Mar-10

3.042 All 252.243-7001 Pricing of Contract Modifications Dec-913.043 REAs > the

S.A.T. See Note 1 above.

252.243-7002 Requests for Equitable Adjustments (REA)(Modified to reflect the relationship of the parties.) (Refer also to the Part II clauses entitled “Documentation of Requests for Equitable Adjustment"; "Certification of Requests for Equitable Adjustment"; and "Equitable Adjustments: Waiver and Release of Claims".)

Mar-98

3.044 All 252.244-7000 Subcontracts for Commercial Items and Commercial Components (DoD Contracts) (See Part IV for full text.) (Further flow down may be required at any tier.) (Refer also to FAR 52.244-6, Subcontracts for Commercial Items

Aug-09

3.045 All 252.246-7003 Notification of Potential Safety Issues (See Part IV for full text.) (Seller shall provide all notifications required by the clause.)

Jan-07

3.046 All 252.247-7023 Transportation of Supplies by Sea (Paragraphs (f) and (g) do not apply to orders at or below the S.A.T. (See Note 1 above.))

May-02

3.047 All 252.247-7024 Notification of Transportation of Supplies by Sea Mar-00





3.048 > = $550K 252.249-7002 Notification of Anticipated Contract Termination or Reduction (Seller is the 1st tier subcontractor. Applies if this subcontract is $550,000 or greater. For lower-tier subcontracts, the Seller shall: (i) Provide notice required by this clause to each of its subcontractors with a subcontract of $100,000 or more; and (ii) Impose a similar notice and flow down requirement to each of its subcontractors with subcontracts of $100,000 or more.

Dec-06

3.049 All 52.203-3 Gratuities Apr-843.050 All 52.203-5 Covenant Against Contingent Fees Apr-843.051 > S.A.T. (See

Note 1 above.)

52.203-6 Restrictions on Subcontractor Sales to the Government (Applies if this order exceeds $100,000. Note: Further flow down is required.)

Sep-06

3.052 > $100K 52.203-7 Anti-Kickback Procedures (Modified) (Applies, less paragraph (c)(1), if this order exceeds $100,000, 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.)

Jul-95

3.053 All 52.203-8 Cancellation, Rescission, and Recovery of Funds For Illegal or Improper Activity Jan-973.054 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

3.055 > $100K 52.203-11 Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions (This clause applies if this order exceeds $100,000. Seller certifies in accordance with this clause and agrees to make disclosures, when required. Seller also agrees to require all lower-tier subcontractor's receiving awards in excess of $100,000 to certify and to disclose accordingly. (Refer also to the Part I Clause entitled "Representations and Certification".)

Sep-07

3.056 > $100K 52.203-12 Limitation on Payments to Influence Certain Federal Transactions (This clause applies if this order exceeds $100,000. 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. Seller 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 $100,000 to comply and to certify and to disclose accordingly.)

Sep-07

3.057 > $5 million & > 120 days

52.203-13 Contractor Code of Business Ethics and Conduct (See Part IV for full text.) Apr-2010

3.058 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

3.059 All 52.204-9 Personal Identity Verification of Contractor Personnel (See Part IV for full text.) (Applies if routine physical access to a Federally-controlled facility and/or routine access to a Federally-controlled information system is required.)

Sep-07

3.060 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. (a) and delete para (b). In paragraph (c), replace "Contracting Officer" with "Buyer". All exceptions to this clause as modified require prior EB and Government approval.)

Sep-06

3.061 All 52.211-5 Material Requirements (Refer also to the Part I clause entitled “Counterfeit Parts/ Counterfeit Work Prohibition”.)

Aug-00

3.062 All 52.211-15 Defense 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

3.063 > S.A.T. (See Note 1)

52.215-2 Audit & Records - Negotiation (This clause applies if this order exceeds the S.A.T. (See Note 1) 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 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

*NOTE: The applicable TINA (Truth in Negotiations Act) (see FAR 15.403-4) threshold is $700K effective 10/1/10 (per FAC 2005-45) and $650K effective 9/28/06 (per FAC 2005-13. The threshold for submittal of certified cost or pricing data is that in effect on the agreement on price or the date of subcontract award, whichever is later.





3.064 > $700,000 or > $650K,


threshold (see *Note

above)

52.215-10 Price Reduction for Defective Cost or Pricing Data (See Part IV for full text.) (This clause applies if this order exceeds the applicable threshold for submission of cost or pricing data at FAR 15.403-4 (see *Note above).

Oct-97

3.065 > $700,000 or > $650K,


threshold

(see *Note above)

52.215-11 Price Reduction for Defective Cost or Pricing Data – Modifications (See Part IV for full text.) (This clause applies if this order exceeds the applicable threshold for submission of cost or pricing data at FAR 15.403-4 (see *Note above)

Oct-97

3.066 > $700,000 or > $650K,



above)

52.215-12 Subcontractor Cost or Pricing Data (This clause applies if this order exceeds the applicable threshold for submission of cost or pricing data at FAR 15.403-4 (see *Note above) 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, 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 Cost or Pricing Data" and "Subcontractor 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.)

Oct-97

3.067 > $700,000 or > $650K,



above)

52.215-13 Subcontractor Cost or Pricing Data - Modifications (This clause applies if this order exceeds the applicable threshold for submission of cost or pricing data at FAR 15.403-4 (see *Note above) 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, 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 Cost or Pricing Data" and "Subcontractor 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.)

Oct-97

3.068 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 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-04

3.069 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

3.070 All 52.215-17 Waiver 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

3.071 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 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

3.072 All 52.215-19 Notification of Ownership Changes (See Part IV for full text.) (This clause applies to solicitations and orders meeting the applicability requirements of FAR 15.408(k).)

Oct-97

3.073 > $700,000 or > $650K,


threshold

(see *Note above)

52.215-21 & ALT II

Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data - Modifications (This clause applies if this order exceeds the applicable threshold

for submission of cost or pricing data at FAR 15.403-4 (see *Note above) on the date of agreement on price or the date of award, whichever is later.)

Oct-97 & ALT II (Oct-

97)

3.074 > the FAR 15.403-4

52.215-23 Limitations on Pass-Through Charges(* Applies if this is a cost-reimbursement or fixed-price subcontract, except if it is one of

Oct-09





threshold, except as

noted * ($700K as of

2/7/11)

those identified in FAR 15.408(n)(2)(i)(B)(2), that exceeds the threshold for obtaining cost or pricing data in accordance with FAR 15.403-4.)

(Refer also to the Part I clause entitled "Subcontracting and Subcontracting Restrictions" and clause 3.009 DFARS 252.215-7004 & Alt I, “Excessive Pass-Through Charges - Alternate I”.)

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

May-2004

3.076 > $550K (with large businesses

only)

52.219-9 & ALT II (Refer also to DFARS 252.219-7003.)

Small Business Subcontracting Plan (Applies to all solicitations and orders with large businesses in excess of >$550,000 ($1,000,000 for construction of any public facility, except those to small business concerns). When applicable, (1) the Seller agrees that it will submit to the Buyer for approval and will adopt a subcontracting plan that complies with the requirements of this clause FAR 52.219-9. Seller also agrees that it will require all subcontractors [except small business concerns] that receive subcontracts in excess of $550,000 ($1,000,000 for construction of any public facility) with further subcontracting possibilities to submit to Seller for approval and they will adopt a subcontracting plan that complies with the requirements of this clause FAR 52.219-9. (2) The Seller's plan, when approved in writing by Buyer, is hereby invoked by reference in and forms a part of an order awarded by Buyer to Seller. (3) Seller agrees to submit the periodic reports required by this clause in the form and format required.

Apr-08 & ALT II (Oct-01)

52.219-9 & ALT II (cont'd)

(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 subject to termination for cause.)

3.077 > $550K (with large businesses only 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 applicable requirements of FAR 52.219-8, FAR 52.219-9 (above), or this clause.)

Jan-99

3.078 All orders that may require or involve the

employment of laborers

and mechanics.

52.222-4 Contract Work Hours & Safety Standards Act - Overtime Compensation (Applies if this order may involve the employment of laborers or mechanics. Further flow down may be required. Seller is responsible for compliance by any subcontractor or lower-tier subcontractor with the provisions in paragraphs (a) - (d) of the clause.)

Jul-05

3.079 All 52.222-19 Child-Labor Cooperation with Authorities and Remedies Jul-103.080 > $10K 52.222-20 Walsh-Healey Public Contracts Act (Applies if this order exceeds or may exceed

$10,000.) Dec-96

3.081 All 52.222-21 Prohibition of Segregated Facilities (Applies if this order is subject to the FAR 52.222-26, Equal Opportunity clause invoked herein. Further flow down is required.)

Feb-99

3.082 RESERVED

3.083 All (unless

exempted)

52.222-26 Equal Opportunity (The terms and conditions of subparagraphs (b)(1) through (b)(11) of this clause apply unless this 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 subparagraphs (b)(1) through (b)(11) 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.) Work outside the United States (FAR 22.807, Exemptions) - Contracts are exempt from the requirements of E.O. 11246 for work performed outside the United States by employees who were not recruited within the United States.

Mar-07

3.084 All 52.222-29 Notification of Visa Denial (Applies in this and lower-tier subcontracts that will include the clause at 52.222-26, Equal Opportunity, if the contractor is required to perform in or on behalf of a foreign country.)

Jun-03

3.085 > = $100K (unless

exempted)

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. Further flow down is required.)

Sep-06

3.086 > $ 10K (unless

exempted)

52.222-36 Affirmative Action for Workers With Disabilities (Applies if this order exceeds $10,000 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. Further flow down is required.)

Jun-98

3.087 > = $100K (unless

exempted)

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. Further flow down

Sep-06


https://www.acquisition.gov/far/current/html/Subpart%2015_4.html#wp1208430




is required.)3.087.a > the S.A.T

(See Note 1 above)

52.222-39 Notification of Employee Rights Concerning the Payment of Union Dues or Fees(Applies if this subcontract exceeds the simplified acquisition threshold, unless exempted by the Dept. of Labor Deputy Assistant Secretary for Labor-Management Programs on account of special circumstances in the national interest under authority of 29 CFR

470.3(c).) (Note: FAR52.222-39 is currently RESEREVD in FAR.)

Dec-04

3.088 > $10,000 (unless

exempted)

52.222-40 Notification of Employee Rights Under the National Labor relations Act (See Part IV for full text.) (Applies when effective if this order exceeds $10,000 and will be performed wholly or partially in the United States, unless exempted.)

Dec-10

3.089 All 52.222-50 Combating Trafficking in PersonsThe clause: (1) invokes prohibitions and policies; and (2) requires certain notifications to employees of requirements and to the CO of allegations of violations.

Feb-09

3.090 Refer to full text clause in

Part IV

52.222-54 Employment Eligibility Verification(Verification of Enrollment: Seller is to provide the EB Buyer with a copy of its company administration screen in E-verify in order to verify subcontractor compliance.)(Applies when required by this clause which is invoked in full text in Part IV.)

Jan-09

3.091 All 52.223-3 Hazardous Material Identification and Material Safety Data (Supplier must provide a list of any hazardous material to be delivered under this purchase order.)

Jan-97

3.092 RESERVED

3.093 All 52.223-11 Ozone-Depleting Substances May-013.094 > $100 K

(including all options)

52.223-14 Toxic Chemical Release Reporting (Except for acquisitions of commercial items as defined in FAR Part 2: (1) this FAR clause applies, less paragraph (e), if this order exceeds $100K (including all options); and (2) Submission of a satisfactory FAR 52.223-13, Certification of Toxic Chemical Release Reporting, is required as a prerequisite for any competitive subcontract proposal submittal that is expected to exceed $100,000 (including all options). A Contractor-owned or -operated facility used in the performance of this contract is exempt from the requirement to file an annual Form R if the facility is not located in the United States or its outlying areas.)

Aug-03

3.095 All 52.225-13 Restrictions on Certain Foreign Purchases (Further flow down is required.) Jun-083.096 > S.A.T. (See

Note 1 above)

52.227-1 & ALT I (Apr-84)

Authorization and Consent & Alt I - (Applies in all subcontracts that are expected to exceed the simplified acquisition threshold. Except, this clause does not apply when both complete performance and delivery are outside the United States. Further flow down required.)

Dec-07 & Alt I (Apr-84)

3.097 > S.A.T. (See Note 1 above)

52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement (Applies if this order is expected to exceed the simplified acquisition threshold. Further flow down is required.)

Dec-07

3.098 All 52.227-10 Filling of Patent Applications - Classified Subject Matter (except that paragraph (a) is changed from 30 to 45 days. Applies if this order covers or is likely to cover classified subject matter. Further flow down is required.)

Dec-07

3.099 All Small

businesses only

52.227-11 Patent Rights - Ownership By the Contractor - Applies to orders for experimental, developmental, or research work to be performed by a small business, except for work in connection with the nuclear propulsion plant, its associated components and systems which are under the cognizance of NAVSEA 08. For such orders FAR 52.227-13 applies.

Dec-07

3.100 All 52.227-13 Patent Rights - Ownership by the Government (Applies in lieu of FAR 52.227-11 for work in connection with the nuclear propulsion plant, its associated components and systems which are under the cognizance of NAVSEA 08. Further flow down may be required. Refer also to clause DFARS 252.227-7039, "Patents - Reporting of Subject Inventions".

Dec-07

3.101 > U.S. $650K (Large

businesses only)

Complete and submit

EB CAS Appendix A-9 certification.

52.230-2 Cost Accounting Standards (Refer to the EB purchase order standard clauses to determine applicability.) Applies (less paragraph (b)) to negotiated subcontracts over $650,000 with large businesses unless exempted per 48 CFR 9903.201-1. 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 (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 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)) and not to FAR 52.230-5 CAS coverage for Educational Institutions.

Oct-08





3.102 >U.S. $650K (Large

businesses eligible for

and electing to claim Modified

CAS coverage.)

Complete and submit EB

CAS Appendix A-9

certification.

52.230-3 Disclosure and Consistency of Cost Accounting Practices (Refer to the EB purchase order standard clauses when determining applicability.) Applies (less paragraph (b)), unless exempted per 48 CFR 9903.201-1, to negotiated subcontracts over $650,000, 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 flow down 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.

Oct-08

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 the full or modified CAS coverage (9903.201-2(c)(4)) and not to FAR 52.230-5 CAS coverage for Educational Institutions.

3.103 >U.S. $650K (Foreign

Concerns)Complete

and submit EB CAS

Appendix A-9 certification.

52.230-4 Disclosure and Consistency of Cost Accounting Practices for Contracts Awarded to Foreign Concerns. (Refer to the EB purchase order standard clauses when determining applicability.) (Applies in negotiated subcontracts with foreign concerns, unless the subcontract is otherwise exempt from CAS (see 48 CFR 9903.201-1). Such subcontracts are subject to CAS 401 and 402 under 48 CFR 9903.201-1(b)(4) (FAR Appendix). Foreign concerns do not include foreign governments or their agencies or instrumentalities.)

Oct-08

3.104 >U.S. $650K (Educational institutions

only) Complete

and submit EB CAS

Appendix A-9 certification.

52.230-5 Cost Accounting Standards—Educational Institution (Refer to the EB purchase order standard clauses when determining applicability.) (Applies (less paragraph (b)), unless exempted per 48 CFR 9903.201-1, to negotiated subcontracts over $650,000 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 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)).

Oct-08

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 not to FAR 52.230-5 CAS coverage for Educational Institutions.

3.105 > U.S. $650K when CAS

apply

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. Refer to the Purchase Order Standard Clauses for the applicable CAS clause. For negotiated subcontracts subject to FAR 52.230-2, 52.230-3, 52.230-4, or FAR 52.230-5, Seller shall comply with all applicable CAS in effect on the date of award or, if it has submitted 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

3.106 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-08

3.107 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.)- (Alt I applies if this is or is intended to be a cost-reimbursement type 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).

Aug-96 & ALT I Jun-85

3.108 All 52.233-4 Applicable Law for Breach of Contract Claim Oct-043.109 All 52.234-1 Industrial Resources Developed Under Defense Production Act Title III Dec-943.110 All CR, FPI,

or Price Redeter-minable

52.242-1 Notice 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





3.111 > $700,000 or > $650K,


threshold

(see *Note above)

52.242-3 Penalties for Unallowable Costs (Applies if the solicitation or Purchase Order exceeds if this order exceeds the applicable threshold for submission of cost or pricing data at FAR

15.403-4 (see *Note above) (except fixed-price contracts without cost incentives or any firm-fixed-price contract for the purchase of commercial items.)

May-01

3.112 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

3.113 All 52.242-15 Stop Work Order (See Part IV for full text.) Aug-893.114 All 52.243-6 Change Order Accounting Order (See Part IV for full text.) Apr-843.115 All 52.244-5 Competition In Subcontracting - Applies to negotiated subcontracts when the

subcontract amount is expected to exceed $100,000 (current simplified acquisition threshold), unless— (1) A firm-fixed-price contract, awarded on the basis of adequate price competition or whose prices are set by law or regulation, is contemplated; or (2) A time-and-materials, labor-hour, or architect-engineer contract is contemplated.

Dec-96

3.116 All 52.244-6 Subcontracts for Commercial Items (See Part IV for full text.) (Further flow down may be required at any tier.) (Refer also to DFARS 252.244-7000, Subcontracts for Commercial Items and Commercial Components (DoD Contracts) invoked above.)

Jun-10

3.117 All 52.245-1 Government Property (Refer also to Part I clause entitled "Purchaser or Government Property".)

Aug-10

3.118 All 52.245-9 Use and Charges (Note: Per FAR 52.245-9, (1) a rental fee may be required for the use of Government property, and (2) the unauthorized use of Government Property can subject a person to fines, imprisonment, or both, under 18 USC 641.)

Aug-10

3.119 All 52.247-64 Preference for Privately Owned U.S. Flag Commercial Vessels (46 U.S.C. App. 1241 and 10 U.S.C. 2631) (Certain exemptions may apply. Further flow down required in accordance with paragraph (d) of FAR 52.247-64.) (Also invoked by FAR 52.244-6, Subcontracts for Commercial Items.)

Feb-06

PART III.2

FIXED PRICE (Applies to fixed price solicitations and awards.)

3.201 All FP 52.242-17 Government Delay of Work (Applies suitably modified to reflect the relationship of the Parties if the Government causes a delay at the prime contract level which impacts Seller's performance of this purchase order.)

Apr-84

3.202 All 52.243-1 Changes – Fixed Price (8/87) & ALT I (4/84) & ALT II (4/84) (See Part IV for full text.) Aug-87 & ALT I (4/84)

& ALT II (4/84)

3.203 All 52.246-2 Inspection of Supplies – Fixed Price (See Part IV for full text.) Aug-963.204 All 52.246-4 Inspection of Services – Fixed Price (See Part IV for full text.) Aug-96 3.205 All FP 52.249-1 Termination For Convenience of the Government or Buyer (Fixed Price) (Short Form)

(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) (Short Form)" in lieu of "Termination for the Convenience of the Government"; and replace the phrase "The Contracting Officer" with "The Contracting Officer or Buyer"; and replace the phrase "the Government's interest" with "the Buyer's or the Government's interest".

Apr-84

3.206 All FP (Also, refer to Part I.2 "Default

(Fixed-Price Supply and Service)" clause.)

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”; 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• Delete paragraph (j) in its entirety; and• In paragraph (n), “Government” is changed to “Government and the Buyer”.

May-04





PART III.3

COST REIMBURSEMENT, TIME-AND-MATERIALS, AND LABOR HOUR

(Applies to CR, T & M, and LH type solicitations and awards.)3.301 All CR 52.216-7 Allowable Cost and Payment (Applies if this solicitation and/or order is contemplated to

be a cost-reimbursement subcontract (other than a facilities subcontract).Dec-02

3.302 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 facilities subcontract or a construction subcontract).)

Mar-97

3.303 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

3.304 All CR 52.232-22 Limitation 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

3.305 All CR 52.243-2 Changes – Cost Reimbursement (8/87) & ALT I (4/84) & ALT II (4/84) and ALT V (4/84) (See Part IV for full text.)

Aug-87 & ALT I (4/84)

& ALT II (4/84) and

ALT V (4/84)3.306 All T & M or

LH 52.243-3 Changes – Time-and-Materials or Labor Hours (See Part IV for full text.) Sep-00

3.307 All CR (See Part I also)

52.246-3 Inspection of Supplies - Cost Reimbursement May-01

3.308 All CR (See Part I also)

52.246-5 Inspection of Services - Cost Reimbursement Apr-84

3.309 All T & M or LH

52.246-6 Inspection - Time and Material and Labor Hour May-01

3.310 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

3.311 All CR, T&M, or LH

52.249-14 Excusable Delays Apr-84

______________________________________________________________________________________________________________________________________________________________________________________________________________________

PART IV FAR/DFARS CLAUSES MODIFIED AND INCORPORATED IN FULL TEXTPART IV.0 GENERAL (Applies to all solicitations and awards in addition to either Part IV.1 (Fixed Price) or Part IV.2 (Cost

Reimbursement; Time-and-Material; or Labor Hour).)401 FAR 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (APR 2010)402 FAR 52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (SEP 2007) 403 FAR 52.215-10 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (OCT 1997) (MODIFIED to read as shown)404 FAR 52.215-11 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA – MODIFICATIONS (OCT 1997) (MODIFIED)405 FAR 52.215-19 NOTIFICATION OF OWNERSHIP CHANGES (OCT 1997) (MODIFIED to read as shown)406 FAR 52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT (DEC 2010)407 FAR 52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (“E-Verify”) (JAN 2009)

(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.)

408 FAR 52.242-15 STOP WORK ORDER (AUG 1989) (MODIFIED to read as shown.)409 FAR 52.243-6 CHANGE ORDER ACCOUNTING (Apr 1984)410 FAR 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (JUNE 2010)411 DFARS 252.203-7002 REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (JAN 2009)412 DFARS 252.204-7008 REQUIREMENTS FOR CONTRACTS INVOLVING EXPORT-CONTROLLED ITEMS (APR 2010) 413 DFARS 252.209-7004 SUBCONTRACTING WITH FIRMS THAT ARE OWNED OR CONTROLLED BY THE GOVERNMENT OF A

TERRORIST COUNTRY (DEC 2006, MODIFIED to read as shown)414 DFARS 252.211-7003 ITEM IDENTIFICATION AND VALUATION (AUG 2008)415 DFARS 252.222-7006 RESTRICTIONS ON THE USE OF MANDATORY ARBITRATION AGREEMENTS (MAY 2010) (Modified)416 DFARS 252.234-7002 EARNED VALUE MANAGEMENT SYSTEM (APR 2008)417 DFARS 252.235-7010 ACKNOWLEDGMENT OF SUPPORT AND DISCLAIMER (MAY 1995)418 DFARS 252.237-7023 CONTINUATION OF MISSION ESSENTIAL FUNCTIONS (MAR 2010)419 DFARS 252.244-7000 SUBCONTRACTS FOR COMMERCIAL ITEMS AND COMMERCIAL COMPONENTS (DoD CONTRACTS)

(AUG 2009)420 DFARS 252.246-7003 NOTIFICATION OF POTENTIAL SAFETY ISSUES (JAN 2007)

PART IV.1 FIXED PRICE (Applies in addition to PART IV.0, GENERAL)425 FAR 52.243-1 CHANGES – FIXED PRICE (Aug 1987) & ALT I (Apr 1984) & ALT II (Apr 1984) (MODIFIED to read as shown.) 426 FAR 52.246-2 INSPECTION OF SUPPLIES - FIXED PRICE (Aug 1996) (MODIFIED to read as shown.)427 FAR 52.246-4 INSPECTION OF SERVICES - FIXED PRICE (Aug 1996) (MODIFIED to read as shown.)





PART IV.2 COST REIMBURSEMENT, TIME-AND-MATERIALS, AND LABOR HOUR(Applies in addition to PART IV.0, GENERAL)

430 FAR 52.243-2 CHANGES – COST REIMBURSEMENT (Aug 1987) & ALT I (Apr 1984) & ALT II (Apr 1984) and ALT V (Apr 1984) 431 FAR 52.243-3 CHANGES – TIME-AND-MATERIALS OR LABOR HOURS (Sept 2000)___________________________________________________________________________________________________________

401. FAR 52.203-13, CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (APR 2010) (This clause applies if this order exceeds $5,000,000 and has 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. “Contractor” shall mean the “Seller”; “Contacting Officer” shall mean the Buyer’s Contracting Officer; “contract” shall mean this purchase order; “subcontract” shall mean a lower-tier subcontract.)

(a) Definitions. As used in this clause—

“Agent” means any individual, including a director, an officer, an employee, or an independent Contractor, authorized to act on behalf of the organization. “Full cooperation” —

(1) Means disclosure to the Government of the information sufficient for law enforcement to identify the nature and extent of the offense and the individuals responsible for the conduct. It includes providing timely and complete response to Government auditors’ and investigators' request for documents and access to employees with information;

(2) Does not foreclose any Contractor rights arising in law, the FAR, or the terms of the contract. It does not require— (i) A Contractor to waive its attorney-client privilege or the protections afforded by the attorney work product doctrine; or (ii) Any officer, director, owner, or employee of the Contractor, including a sole proprietor, to waive his or her attorney client privilege or Fifth

Amendment rights; and (3) Does not restrict a Contractor from—

(i) Conducting an internal investigation; or (ii) Defending a proceeding or dispute arising under the contract or related to a potential or disclosed violation.

“Principal” means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity ( e.g., general manager; plant manager; head of a division or business segment; and similar positions). “Subcontract” means any contract entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract. “Subcontractor” means any supplier, distributor, vendor, or firm that furnished supplies or services to or for a prime contractor or another subcontractor. “United States,” means the 50 States, the District of Columbia, and outlying areas.

(b) Code of business ethics and conduct. (1) Within 30 days after contract award, unless the Contracting Officer establishes a longer time period, the Contractor shall—

(i) Have a written code of business ethics and conduct; and (ii) Make a copy of the code available to each employee engaged in performance of the contract.

(2) The Contractor shall— (i) Exercise due diligence to prevent and detect criminal conduct; and (ii) Otherwise promote an organizational culture that encourages ethical conduct and a commitment to compliance with the law.

(3) (i) The Contractor shall timely disclose, in writing, to the agency Office of the Inspector General (OIG), with a copy to the Contracting Officer, whenever, in connection with the award, performance, or closeout of this contract or any subcontract thereunder, the Contractor has credible evidence that a principal, employee, agent, or subcontractor of the Contractor has committed— (A) A violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 of the United States Code; or (B) A violation of the civil False Claims Act (31 U.S.C. 3729-3733).

(ii) The Government, to the extent permitted by law and regulation, will safeguard and treat information obtained pursuant to the Contractor’s disclosure as confidential where the information has been marked “confidential” or “proprietary” by the company. To the extent permitted by law and regulation, such information will not be released by the Government to the public pursuant to a Freedom of Information Act request, 5 U.S.C. Section 552, without prior notification to the Contractor. The Government may transfer documents provided by the Contractor to any department or agency within the Executive Branch if the information relates to matters within the organization’s jurisdiction.

(iii) If the violation relates to an order against a Government wide acquisition contract, a multi-agency contract, a multiple-award schedule contract such as the Federal Supply Schedule, or any other procurement instrument intended for use by multiple agencies, the Contractor shall notify the OIG of the ordering agency and the IG of the agency responsible for the basic contract.

(c)Business ethics awareness and compliance program and internal control system. This paragraph (c) does not apply if the Contractor has represented itself as a small business concern pursuant to the award of this contract or if this contract is for the acquisition of a commercial item as defined at FAR 2.101. The Contractor shall establish the following within 90 days after contract award, unless the Contracting Officer establishes a longer time period: (1) An ongoing business ethics awareness and compliance program.

(i) This program shall include reasonable steps to communicate periodically and in a practical manner the Contractor’s standards and procedures and other aspects of the Contractor’s business ethics awareness and compliance program and internal control system, by conducting effective training programs and otherwise disseminating information appropriate to an individual’s respective roles and responsibilities.

(ii) The training conducted under this program shall be provided to the Contractor’s principals and employees, and as appropriate, the Contractor’s agents and subcontractors.

(2) An internal control system. (i) The Contractor’s internal control system shall—

(A) Establish standards and procedures to facilitate timely discovery of improper conduct in connection with Government contracts; and (B) Ensure corrective measures are promptly instituted and carried out.

(ii) At a minimum, the Contractor’s internal control system shall provide for the following: (A) Assignment of responsibility at a sufficiently high level and adequate resources to ensure effectiveness of the business ethics awareness and

compliance program and internal control system. (B) Reasonable efforts not to include an individual as a principal, whom due diligence would have exposed as having engaged in conduct that is in

conflict with the Contractor’s code of business ethics and conduct. (C) Periodic reviews of company business practices, procedures, policies, and internal controls for compliance with the Contractor’s code of business

ethics and conduct and the special requirements of Government contracting, including—



http://uscode.house.gov/





(1) Monitoring and auditing to detect criminal conduct; (2) Periodic evaluation of the effectiveness of the business ethics awareness and compliance program and internal control system, especially if

criminal conduct has been detected; and (3) Periodic assessment of the risk of criminal conduct, with appropriate steps to design, implement, or modify the business ethics awareness and

compliance program and the internal control system as necessary to reduce the risk of criminal conduct identified through this process. (D) An internal reporting mechanism, such as a hotline, which allows for anonymity or confidentiality, by which employees may report suspected

instances of improper conduct, and instructions that encourage employees to make such reports. (E) Disciplinary action for improper conduct or for failing to take reasonable steps to prevent or detect improper conduct. (F) Timely disclosure, in writing, to the agency OIG, with a copy to the Contracting Officer, whenever, in connection with the award, performance, or

closeout of any Government contract performed by the Contractor or a subcontract thereunder, the Contractor has credible evidence that a principal, employee, agent, or subcontractor of the Contractor has committed a violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 U.S.C. or a violation of the civil False Claims Act (31 U.S.C. 3729-3733). (1) If a violation relates to more than one Government contract, the Contractor may make the disclosure to the agency OIG and Contracting Officer

responsible for the largest dollar value contract impacted by the violation. (2) If the violation relates to an order against a Government wide acquisition contract, a multi-agency contract, a multiple-award schedule contract

such as the Federal Supply Schedule, or any other procurement instrument intended for use by multiple agencies, the contractor shall notify the OIG of the ordering agency and the IG of the agency responsible for the basic contract, and the respective agencies’ contracting officers.

(3) The disclosure requirement for an individual contract continues until at least 3 years after final payment on the contract. (4) The Government will safeguard such disclosures in accordance with paragraph (b)(3)(ii) of this clause.

(G) Full cooperation with any Government agencies responsible for audits, investigations, or corrective actions. (d) Subcontracts.

(1) The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts that have a value in excess of $5,000,000 and a performance period of more than 120 days.

(2) In altering this clause to identify the appropriate parties, 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 Contracting Officer.

402. FAR 52.204-9, PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (SEP 2007)(This clause applies to this subcontract when the subcontractor (“Contractor” as used below refers to the Seller./subcontractor) is required to have routine physical access to a Federally-controlled facility and/or routine access to a Federally-controlled information system. Further flow down may be required.)

(a) The Contractor shall comply with agency personal identity verification procedures identified in the contract that implement Homeland Security Presidential Directive-12 (HSPD-12), Office of Management and Budget (OMB) guidance M-05-24 and Federal Information Processing Standards Publication (FIPS PUB) Number 201.

(b) The Contractor shall insert this clause in all subcontracts when the subcontractor is required to have routine physical access to a Federally-controlled facility and/or routine access to a Federally-controlled information system.

403. FAR 52.215-10, PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (OCT 1997) (Modified to read as shown below.)(Applies if this order exceeds the applicable threshold for submission of cost or pricing data at FAR 15.403-4 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 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 Cost or Pricing Data" and "Subcontractor 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 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 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 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 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 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) Simple interest 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 cost or pricing data that were incomplete,

inaccurate, or noncurrent.

404. FAR 52.215-11, PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA – MODIFICATIONS (OCT 1997) (Modified to read as shown below.) (Applies if this order exceeds the applicable threshold for submission of cost or pricing data at FAR 15.403-4 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 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 Cost or Pricing Data" and "Subcontractor 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 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 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 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 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 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 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) Simple interest 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 cost or pricing data that were incomplete,

inaccurate, or noncurrent. 405. 52.215-19, NOTIFICATION OF OWNERSHIP CHANGES (OCT 1997) (MODIFIED)

(Refer also to the PART I clauses entitled “Notification of Ownership or Legal Structure Changes” and “Notification of Foreign Ownership or Foreign Place ofPerformance”. This clause applies to solicitations and orders that meet the applicability requirements of FAR 15.408(k) (e.g., for which it is contemplated that cost or pricing data will be required or for which any pre-award or post-award cost determination will be subject to Part 31.2.).)(a) The Seller shall make the following notifications in writing:

(1) When the Seller becomes aware that a change in its ownership has occurred, or it is certain to occur, that could result in changes in the valuation of its capitalized assets in the accounting records, the Seller shall notify the Buyer within 10 (ten) working days of the effective date of the change or of becoming aware of the prospective change, whichever is earlier.

(2) The Seller shall also notify the Buyer within 10 (ten) working days of the effective date of the change or of becoming aware if the prospective change, whichever is earlier, whenever changes to asset valuations or any other cost changes have occurred or are certain to occur as a result of a change in ownership. 5/14/12 52 of 63 (Supersedes Prior Rev 0 (Apr 2011)





(b) The Seller shall – (1) Maintain current, accurate, and complete inventory records of assets and their costs;(2) Provide the Government, Buyer or the designated representative of either ready access to the records upon request;(3) Ensure that all individual and grouped assets, their capitalized values, accumulated depreciation or amortization, and remaining useful lives are identified

accurately before and after each of the Seller’s ownership changes; and(4) Retain and continue to maintain depreciation and amortization schedules based on the asset records maintained before each Seller ownership change.

(c) The Seller shall include the substance of this clause in all contracts that meet the applicability requirement of FAR 15.408(k).

406. FAR 52.222-40, NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT (DEC 2010) (This clause applies when effective if this order 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 and if this order is issued under a Government prime contract or a higher-tier contract subject to the clause.)

(a) During the term of this contract, the Contractor shall post an employee notice, of such size and in such form, and containing such content as prescribed by the Secretary of Labor, in conspicuous places in and about its plants and offices where employees covered by the National Labor Relations Act engage in activities relating to the performance of the contract, including all places where notices to employees are customarily posted both physically and electronically, in the languages employees speak, in accordance with 29 CFR 471.2 (d) and (f).

(1) Physical posting of the employee notice shall be in conspicuous places in and about the Contractor’s plants and offices so that the notice is prominent and readily seen by employees who are covered by the National Labor Relations Act and engage in activities related to the performance of the contract.

(2) If the Contractor customarily posts notices to employees electronically, then the Contractor shall also post the required notice electronically by displaying prominently, on any website that is maintained by the Contractor and is customarily used for notices to employees about terms and conditions of employment, a link to the Department of Labor’s website that contains the full text of the poster. The link to the Department’s website, as referenced in (b)(3) of this section, must read, “Important Notice about Employee Rights to Organize and Bargain Collectively with Their Employers.”

(b) This required employee notice, printed by the Department of Labor, may be— (1) Obtained from the Division of Interpretations and Standards, Office of Labor-Management Standards, U.S. Department of Labor, 200 Constitution Avenue,

NW., Room N-5609, Washington, DC 20210, (202) 693-0123, or from any field office of the Office of Labor–Management Standards or Office of Federal Contract Compliance Programs;

(2) Provided by the Federal contracting agency if requested; (3) Downloaded from the Office of Labor–Management Standards website at www.dol.gov/olms/regs/compliance/EO13496.htm; or (4) Reproduced and used as exact duplicate copies of the Department of Labor’s official poster.

(c) The required text of the employee notice referred to in this clause is located at Appendix A, Subpart A, 29 CFR Part 471. (d) The Contractor shall comply with all provisions of the employee notice and related rules, regulations, and orders of the Secretary of Labor. (e) In the event that the Contractor does not comply with the requirements set forth in paragraphs (a) through (d) of this clause, this contract may be terminated or

suspended in whole or in part, and the Contractor may be suspended or debarred in accordance with 29 CFR 471.14 and subpart 9.4. Such other sanctions or remedies may be imposed as are provided by 29 CFR part 471, which implements Executive Order 13496 or as otherwise provided by law.

(f) Subcontracts. (1) The Contractor shall include the substance of this clause, including this paragraph (f), in every subcontract that 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.

(2) The Contractor shall not procure supplies or services in a way designed to avoid the applicability of Executive Order 13496 or this clause. (3) The Contractor 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. (4) However, if the Contractor becomes involved in litigation with a subcontractor, or is threatened with such involvement, as a result of such direction, the

Contractor may request the United States, through the Secretary of Labor, to enter into such litigation to protect the interests of the United States.

407. 52.222-54, EMPLOYMENT ELIGIBILITY VERIFICATION (“E-Verify”) (JAN 2009) (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".)

(a) Definitions. As used in this clause— “Commercially available off-the-shelf (COTS) item”—

(1) Means any item of supply that is— (i) A commercial item (as defined in paragraph (1) of the definition at 2.101); (ii) Sold in substantial quantities in the commercial marketplace; and (iii) Offered to the Government, without modification, in the same form in which it is sold in the commercial marketplace; and

(2) Does not include bulk cargo, as defined in section 3 of the Shipping Act of 1984 (46 U.S.C. App. 1702), such as agricultural products and petroleum products. Per 46 CFR 525.1 (c)(2), “bulk cargo” means cargo that is loaded and carried in bulk onboard ship without mark or count, in a loose unpackaged form, having homogenous characteristics. Bulk cargo loaded into intermodal equipment, except LASH or Seabee barges, is subject to mark and count and, therefore, ceases to be bulk cargo.





https://www.acquisition.gov/far/current/html/www.dol.gov/olms/regs/compliance/EO13496.htm




“Employee assigned to the contract” means an employee who was hired after November 6, 1986, who is directly performing work, in the United States, under a contract that is required to include the clause prescribed at 22.1803. An employee is not considered to be directly performing work under a contract if the employee—

(1) Normally performs support work, such as indirect or overhead functions; and (2) Does not perform any substantial duties applicable to the contract.

“Subcontract” means any contract, as defined in 2.101, entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract. It includes but is not limited to purchase orders, and changes and modifications to purchase orders. “Subcontractor” means any supplier, distributor, vendor, or firm that furnishes supplies or services to or for a prime Contractor or another subcontractor. “United States”, as defined in 8 U.S.C. 1101(a)(38), means the 50 States, the District of Columbia, Puerto Rico, Guam, and the U.S. Virgin Islands.

(b) Enrollment and verification requirements. (1) If the Contractor is not enrolled as a Federal Contractor in E-Verify at time of contract award, the Contractor shall—

(i) Enroll. Enroll as a Federal Contractor in the E-Verify program within 30 calendar days of contract award; (ii) Verify all new employees. Within 90 calendar days of enrollment in the E-Verify program, begin to use E-Verify to initiate verification of employment

eligibility of all new hires of the Contractor, who are working in the United States, whether or not assigned to the contract, within 3 business days after the date of hire (but see paragraph (b)(3) of this section); and

(iii) Verify employees assigned to the contract. For each employee assigned to the contract, initiate verification within 90 calendar days after date of enrollment or within 30 calendar days of the employee’s assignment to the contract, whichever date is later (but see paragraph (b)(4) of this section).

(2) If the Contractor is enrolled as a Federal Contractor in E-Verify at time of contract award, the Contractor shall use E-Verify to initiate verification of employment eligibility of—

(i) All new employees. (A) Enrolled 90 calendar days or more. The Contractor shall initiate verification of all new hires of the Contractor, who are working in the United States,

whether or not assigned to the contract, within 3 business days after the date of hire (but see paragraph (b)(3) of this section); or (B) Enrolled less than 90 calendar days. Within 90 calendar days after enrollment as a Federal Contractor in E-Verify, the Contractor shall initiate

verification of all new hires of the Contractor, who are working in the United States, whether or not assigned to the contract, within 3 business days after the date of hire (but see paragraph (b)(3) of this section); or

(ii) Employees assigned to the contract. For each employee assigned to the contract, the Contractor shall initiate verification within 90 calendar days after date of contract award or within 30 days after assignment to the contract, whichever date is later (but see paragraph (b)(4) of this section).

(3) If the Contractor is an institution of higher education (as defined at 20 U.S.C. 1001(a)); a State or local government or the government of a Federally recognized Indian tribe; or a surety performing under a takeover agreement entered into with a Federal agency pursuant to a performance bond, the Contractor may choose to verify only employees assigned to the contract, whether existing employees or new hires. The Contractor shall follow the applicable verification requirements at (b)(1) or (b)(2) respectively, except that any requirement for verification of new employees applies only to new employees assigned to the contract.

(4) Option to verify employment eligibility of all employees. The Contractor may elect to verify all existing employees hired after November 6, 1986, rather than just those employees assigned to the contract. The Contractor shall initiate verification for each existing employee working in the United States who was hired after November 6, 1986, within 180 calendar days of— (i) Enrollment in the E-Verify program; or (ii) Notification to E-Verify Operations of the Contractor’s decision to exercise this option, using the contact information provided in the E-Verify program

Memorandum of Understanding (MOU). (5) The Contractor shall comply, for the period of performance of this contract, with the requirements of the E-Verify program MOU.

(i) The Department of Homeland Security (DHS) or the Social Security Administration (SSA) may terminate the Contractor’s MOU and deny access to the E-Verify system in accordance with the terms of the MOU. In such case, the Contractor will be referred to a suspension or debarment official.

(ii) During the period between termination of the MOU and a decision by the suspension or debarment official whether to suspend or debar, the Contractor is excused from its obligations under paragraph (b) of this clause. If the suspension or debarment official determines not to suspend or debar the Contractor, then the Contractor must reenroll in E-Verify.

(c) Web site. Information on registration for and use of the E-Verify program can be obtained via the Internet at the Department of Homeland Security Web site: http://www.dhs. gov/E-Verify .

(d) Individuals previously verified. The Contractor is not required by this clause to perform additional employment verification using E-Verify for any employee— (1) Whose employment eligibility was previously verified by the Contractor through the E-Verify program; (2) Who has been granted and holds an active U.S. Government security clearance for access to confidential, secret, or top secret information in accordance with

the National Industrial Security Program Operating Manual; or (3) Who has undergone a completed background investigation and been issued credentials pursuant to Homeland Security Presidential Directive (HSPD)-12,

Policy for a Common Identification Standard for Federal Employees and Contractors.

(e) Subcontracts. The Contractor shall include the requirements of this clause, including this paragraph (e) (appropriately modified for identification of the parties), in each subcontract 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 $3,000; and (3) Includes work performed in the United States.

408. FAR 52.242-15, STOP-WORK ORDER (AUG 1989) (Modified to read as shown below.)(ALT I applies if this a cost-reimbursement order.) (Refer also to the Part I clause entitled “Suspension of Work”.)

(a) Seller agrees that Buyer may, at any time, by written order to the Seller, require the Seller to stop all, or any part, of the work called for by this Purchase Order for a period of 90 days after the order is delivered to the Seller, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Seller shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Seller, or within any extension of that period to which the parties shall have agreed, the Buyer shall either - (1) Cancel the stop-work order; or 5/14/12 54 of 63 (Supersedes Prior Rev 0 (Apr 2011)


http://www.dhs.gov/E-Verify

http://www.dhs.gov/E-Verify








(2) Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the Government or Buyer, clause of this Purchase Order. (b) If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Seller shall resume work. The Buyer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if- (1) The stop-work order 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; and (2) The Seller asserts its right to the adjustment within 20 calendar days after the end of the period of work stoppage; provided, that, if the Buyer decides the facts justify the action, the Buyer may receive and act upon the claim submitted at any time before final payment under this Purchase Order. (c) If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government or the Buyer, the Buyer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement. (d) If a stop-work order is not canceled and the work covered by the order is terminated for default, the Buyer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order. Alternate I - If the clause is inserted in a cost-reimbursement contract, in paragraph (b) substitute the words "an equitable adjustment in the delivery schedule, the estimated cost, the fee, or a combination thereof, and in any other terms of the purchase order that may be affected" for the words "an equitable adjustment in the delivery schedule or purchase order price, or both."

409. 52.243-6 CHANGE ORDER ACCOUNTING (Apr 1984)(Modified to read as follows):The Buyer may require change order accounting whenever the estimated cost of a change or series of related changes exceeds $100,000. The Seller, for each

change or series of related changes, shall maintain separate accounts, by job order or other suitable accounting procedure, of all incurred segregable, direct costs (less allocable credits) of work, both changed and not changed, allocable to the change. The Seller shall maintain such accounts until the parties agree to an equitable adjustment for the changes ordered by the Buyer or the matter is conclusively disposed of in accordance with the Disputes clause.

410. FAR 52.244-6, SUBCONTRACTS FOR COMMERCIAL ITEMS (JUNE 2010)(a) Definitions. As used in this clause—

“Commercial item” has the meaning contained in Federal Acquisition Regulation 2.101, Definitions. “Subcontract” includes a transfer of commercial items between divisions, subsidiaries, or affiliates of the Contractor or subcontractor at any tier.

(b) To the maximum extent practicable, the Contractor shall incorporate, and require its subcontractors at all tiers to incorporate, commercial items or nondevelopmental items as components of items to be supplied under this contract.

(c)(1) The Contractor shall insert the following clauses in subcontracts for commercial items: (i) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)), if the subcontract

exceeds $5,000,000 and has a performance period of more than 120 days. In altering this clause to identify the appropriate parties, 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 Contracting Officer.

(ii) 52.203-15, Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (Jun 2010) (Section 1553 of Pub. L. 111-5), if the subcontract is funded under the Recovery Act.

(iii) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and (3)), if the subcontract offers further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $550,000 ($1,000,000 for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iv) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246). (v) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sept 2006)

(38 U.S.C. 4212(a) ); (vi) 52.222-36, Affirmative Action for Workers with Disabilities (June 1998) (29 U.S.C. 793 ). (vii) [Reserved] (viii)52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g) ). (ix) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. App. 1241 and 10 U.S.C. 2631 ), if flow down is

required in accordance with paragraph (d) of FAR clause 52.247-64). (2) While not required, the Contractor may flow down to subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its

contractual obligations. (d) The Contractor shall include the terms of this clause, including this paragraph (d), in subcontracts awarded under this contract.

411. 252.203-7002, REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (JAN 2009) (Modified to reflect the relationship of the Parties.)The Seller shall inform its employees in writing of employee whistleblower rights and protections under 10 U.S.C. 2409, as described in Subpart 203.9 of the U.S. Defense Federal Acquisition Regulation Supplement.

412. 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 6.a entitled “Export Related Requirements” .)

(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—


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(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.

413. DFARS 252.209-7004, SUBCONTRACTING WITH FIRMS THAT ARE OWNED OR CONTROLLED BY THE GOVERNMENT OF A TERRORIST COUNTRY (Dec 2006) (Modified significantly to read as shown.)(a) Unless the Buyer and the Government determine in writing that there is a compelling reason to do so, the Seller or a lower-tier subcontractor at any tier shall not enter into

any subcontract of any amount with a firm, or a subsidiary of a firm, that is identified in the Excluded Parties List System as being ineligible for the award of Defense contracts or subcontracts because it is owned or controlled by the government of a terrorist country.

(b) A corporate officer or a designee of the Seller shall notify the Buyer and the Buyer’s Contracting Officer via Buyer, in writing, before entering into a subcontract with a party that is identified, on the List of Parties Excluded from Federal Procurement and Non-procurement Programs, as being ineligible for the award of Defense contracts or subcontracts because it is owned or controlled by the government of a terrorist country. The notice must include the name of the proposed subcontractor and the compelling reason(s) for doing business with the subcontractor notwithstanding its inclusion on the List of Parties Excluded from Federal Procurement and Non-procurement Programs.

414. DFARS 252.211-7003, ITEM IDENTIFICATION AND VALUATION (AUG 2008)(Refer also to EB Standard Clause 53-7; Part I Clause 31 entitled “Packing and Crating”; Part II Clause 205 entitled “Identification Marking of Parts ALT I (NAVSEA) (JUN2008) (Modified); and Part IV clause DFARS 252.211-7007 entitled “Item Unique Identification of Government Property (SEP 2007)”)(This clause applies unless the Purchase Order specifically states that it doesn’t apply or specifies which items that it doesn’t apply to.)

(a) Definitions. As used in this clause— “Automatic identification device” means a device, such as a reader or interrogator, used to retrieve data encoded on machine-readable media. “Concatenated unique item identifier” means—

(1) For items that are serialized within the enterprise identifier, the linking together of the unique identifier data elements in order of the issuing agency code, enterprise identifier, and unique serial number within the enterprise identifier; or

(2) For items that are serialized within the original part, lot, or batch number, the linking together of the unique identifier data elements in order of the issuing agency code; enterprise identifier; original part, lot, or batch number; and serial number within the original part, lot, or batch number.

“Data qualifier” means a specified character (or string of characters) that immediately precedes a data field that defines the general category or intended use of the data that follows.“DoD recognized unique identification equivalent” means a unique identification method that is in commercial use and has been recognized by DoD. All DoD recognized unique identification equivalents are listed at http://www.acq.osd.mil/dpap/pdi/uid/iuid_equivalents.html.“DoD unique item identification” means a system of marking items delivered to DoD with unique item identifiers that have machine-readable data elements to distinguish an item from all other like and unlike items. For items that are serialized within the enterprise identifier, the unique item identifier shall include the data elements of the enterprise identifier and a unique serial number. For items that are serialized within the part, lot, or batch number within the enterprise identifier, the unique item identifier shall include the data elements of the enterprise identifier; the original part, lot, or batch number; and the serial number.

“Enterprise” means the entity (e.g., a manufacturer or vendor) responsible for assigning unique item identifiers to items. “Enterprise identifier” means a code that is uniquely assigned to an enterprise by an issuing agency. “Government’s unit acquisition cost” means— (1) For fixed-price type line, subline, or exhibit line items, the unit price identified in the contract at the time of delivery; (2) For cost-type or undefinitized line, subline, or exhibit line items, the Contractor’s estimated fully burdened unit cost to the Government at the time of delivery; and (3) For items produced under a time-and-materials contract, the Contractor’s estimated fully burdened unit cost to the Government at the time of delivery.

“Issuing agency” means an organization responsible for assigning a non-repeatable identifier to an enterprise (i.e., Dun & Bradstreet’s Data Universal Numbering System (DUNS) Number, GS1 Company Prefix, or Defense Logistics Information System (DLIS) Commercial and Government Entity (CAGE) Code).

“Issuing agency code” means a code that designates the registration (or controlling) authority for the enterprise identifier. “Item” means a single hardware article or a single unit formed by a grouping of subassemblies, components, or constituent parts.

“Lot or batch number” means an identifying number assigned by the enterprise to a designated group of items, usually referred to as either a lot or a batch, all of which were manufactured under identical conditions.“Machine-readable” means an automatic identification technology media, such as bar codes, contact memory buttons, radio frequency identification, or optical memory cards. “Original part number” means a combination of numbers or letters assigned by the enterprise at item creation to a class of items with the same form, fit, function, and interface.“Parent item” means the item assembly, intermediate component, or subassembly that has an embedded item with a unique item identifier or DoD recognized unique identification equivalent.“Serial number within the enterprise identifier” means a combination of numbers, letters, or symbols assigned by the enterprise to an item that provides for the differentiation of that item from any other like and unlike item and is never used again within the enterprise.“Serial number within the part, lot, or batch number” means a combination of numbers or letters assigned by the enterprise to an item that provides for the differentiation of that item from any other like item within a part, lot, or batch number assignment.“Serialization within the enterprise identifier” means each item produced is assigned a serial number that is unique among all the tangible items produced by the enterprise and is never used again. The enterprise is responsible for ensuring unique serialization within the enterprise identifier.“Serialization within the part, lot, or batch number” means each item of a particular part, lot, or batch number is assigned a unique serial number within that part, lot, or batch number assignment. The enterprise is responsible for ensuring unique serialization within the part, lot, or batch number within the enterprise identifier.“Unique item identifier” means a set of data elements marked on items that is globally unique and unambiguous. The term includes a concatenated unique item identifier or a DoD recognized unique identification equivalent.“Unique item identifier type” means a designator to indicate which method of uniquely identifying a part has been used. The current list of accepted unique item identifier types is maintained at http://www.acq.osd.mil/dpap/pdi/uid/uii_types.html.

(b) The Contractor shall deliver all items under a contract line, subline, or exhibit line item. (c) Unique item identifier. (1) The Contractor shall provide a unique item identifier for the following:5/14/12 56 of 63 (Supersedes Prior Rev 0 (Apr 2011)


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(i) All delivered items for which the Government’s unit acquisition cost is $5,000 or more. (ii) The following items for which the Government’s unit acquisition cost is less than $5,000:

ITEMS WHICH REQUIRE UNIQUE ITEM IDENTIFICATION, IF ANY, WILL BE SPECIFIED IN THE PURCHASE ORDER.Contract Line, Subline, or Exhibit Line Item Number Item Description

____________________________________________________ _________________________________________

____________________________________________________ _________________________________________ (iii) Subassemblies, components, and parts embedded within delivered items as specified in Attachment Number ____. (2) The unique item identifier and the component data elements of the DoD unique item identification shall not change over the life of the item. (3) Data syntax and semantics of unique item identifiers. The Contractor shall ensure that—

(i) The encoded data elements (except issuing agency code) of the unique item identifier are marked on the item using one of the following three types of data qualifiers, as determined by the Contractor:

(A) Application Identifiers (AIs) (Format Indicator 05 of ISO/IEC International Standard 15434), in accordance with ISO/IEC International Standard 15418, Information Technology – EAN/UCC Application Identifiers and Fact Data Identifiers and Maintenance and ANSI MH 10.8.2 Data Identifier and Application Identifier Standard.

(B) Data Identifiers (DIs) (Format Indicator 06 of ISO/IEC International Standard 15434), in accordance with ISO/IEC International Standard 15418, Information Technology – EAN/UCC Application Identifiers and Fact Data Identifiers and Maintenance and ANSI MH 10.8.2 Data Identifier and Application Identifier Standard.

(C) Text Element Identifiers (TEIs) (Format Indicator 12 of ISO/IEC International Standard 15434), in accordance with the Air Transport Association Common Support Data Dictionary; and

(ii) The encoded data elements of the unique item identifier conform to the transfer structure, syntax, and coding of messages and data formats specified for Format Indicators 05, 06, and 12 in ISO/IEC International Standard 15434, Information Technology – Transfer Syntax for High Capacity Automatic Data Capture Media.

(4) Unique item identifier. (i) The Contractor shall— (A) Determine whether to— (1) Serialize within the enterprise identifier; (2) Serialize within the part, lot, or batch number; or (3) Use a DoD recognized unique identification equivalent; and

(B) Place the data elements of the unique item identifier (enterprise identifier; serial number; DoD recognized unique identification equivalent; and for serialization within the part, lot, or batch number only: original part, lot, or batch number) on items requiring marking by paragraph (c)(1) of this clause, based on the criteria provided in the version of MIL-STD-130, Identification Marking of U.S. Military Property, cited in the contract Schedule.

(ii) The issuing agency code— (A) Shall not be placed on the item; and (B) Shall be derived from the data qualifier for the enterprise identifier.

(d) For each item that requires unique item identification under paragraph (c)(1)(i) or (ii) of this clause, in addition to the information provided as part of the Material Inspection and Receiving Report specified elsewhere in this contract, the Contractor shall report at the time of delivery, either as part of, or associated with, the Material Inspection and Receiving Report, the following information:

(1) Unique item identifier. (2) Unique item identifier type. (3) Issuing agency code (if concatenated unique item identifier is used). (4) Enterprise identifier (if concatenated unique item identifier is used). (5) Original part number (if there is serialization within the original part number). (6) Lot or batch number (if there is serialization within the lot or batch number). (7) Current part number (optional and only if not the same as the original part number). (8) Current part number effective date (optional and only if current part number is used). (9) Serial number (if concatenated unique item identifier is used). (10) Government’s unit acquisition cost. (11) Unit of measure.

(e) For embedded subassemblies, components, and parts that require DoD unique item identification under paragraph (c)(1)(iii) of this clause, the Contractor shall report as part of, or associated with, the Material Inspection and Receiving Report specified elsewhere in this contract, the following information:(1) Unique item identifier of the parent item under paragraph (c)(1) of this clause that contains the embedded subassembly, component, or part.(2) Unique item identifier of the embedded subassembly, component, or part.(3) Unique item identifier type.**(4) Issuing agency code (if concatenated unique item identifier is used).**(5) Enterprise identifier (if concatenated unique item identifier is used).**(6) Original part number (if there is serialization within the original part number).**(7) Lot or batch number (if there is serialization within the lot or batch number).**(8) Current part number (optional and only if not the same as the original part number).**(9) Current part number effective date (optional and only if current part number is used).**(10) Serial number (if concatenated unique item identifier is used).**(11) Description.** Once per item.

(f) The Contractor shall submit the information required by paragraphs (d) and (e) of this clause in accordance with the data submission procedures at http://www.acq.osd.mil/dpap/pdi/uid/data_submission_information.html.

(g) Subcontracts. If the Contractor acquires by subcontract, any item(s) for which unique item identification is required in accordance with paragraph (c)(1) of this clause, the Contractor shall include this clause, including this paragraph (g), in the applicable subcontract(s).

415. DFARS 252.222-7006, RESTRICTIONS ON THE USE OF MANDATORY ARBITRATION AGREEMENTS (MAY 2010) (Modified)





(This clause applies to each “Covered Subcontractor” hereunder that has a subcontract in excess of $1 million, except a subcontract for the acquisition of commercial items, including commercially available off-the-shelf items.) Refer to the Certification requirement in clause 3 of these terms and conditions.

(a) Definitions. As used in this clause–“Covered subcontractor” means any entity that has a subcontract valued in excess of $1 million, except a subcontract for the acquisition of commercial items, including commercially available off-the-shelf items.“Subcontract” means any contract, as defined in Federal Acquisition Regulation subpart 2.1, to furnish supplies or services for performance of this contract or a higher-tier subcontract thereunder.

(b) The Seller —(1) Agrees not to –

(i) Enter into any agreements with any of its employees or independent contractors that requires, as a condition of employment, that the employee or independent contractor agree to resolve through arbitration–(A) Any claim under title VII of the Civil Rights Act of 1964; or (B) Any tort related to or arising out of sexual assault or harassment, including assault and battery, intentional infliction of emotional distress, false

imprisonment, or negligent hiring, supervision, or retention; or (ii) Take any action to enforce any provision of an existing agreement with an employee or independent contractor that mandates that the employee or

independent contractor resolve through arbitration—(A) Any claim under title VII of the Civil Rights Act of 1964; or(B) Any tort related to or arising out of sexual assault or harassment, including assault and battery, intentional infliction of emotional distress,

false imprisonment, or negligent hiring, supervision, or retention; and(2) Certifies, by signature of the this contract or by otherwise indicating acceptance of this subcontract (refer to clause 12 hereunder entitled “Acceptance of Order and

Terms and Conditions”), for contracts awarded after June 17, 2010, that it requires each covered subcontractor to agree not to enter into, and not to take any action to enforce, any provision of any agreements, as described in paragraph (b)(1) of this clause, with respect to any employee or independent contractor performing work related to such subcontract.

(c) The prohibitions of this clause do not apply with respect to a contractor’s or subcontractor’s agreements with employees or independent contractors that may not be enforced in a court of the United States.

(d) The Secretary of Defense may waive the applicability of the restrictions of paragraph (b) of this clause in accordance with Defense Federal Acquisition Regulation Supplement 222.7403.Supplement 222.7403.

416. 252.234-7002, EARNED VALUE MANAGEMENT SYSTEM (APR 2008)(This requirement applies only when it is specifically invoked in writing as applicable in the letter contract/subcontract/purchase order or supplement or amendment thereto to

which these terms and conditions apply. In the event of any discrepancy between the language of this clause and the language invoked in the purchase order, the latter shall govern.) (a) In the performance of this contract, the Contractor shall use -

(1) An Earned Value Management System (EVMS) that complies with the EVMS guidelines in the American National Standards Institute/Electronic Industries Alliance Standard 748, Earned Value Management Systems (ANSI/EIA-748); and

(2) Management procedures that provide for generation of timely, reliable, and verifiable information for the Contract Performance Report (CPR) and the Integrated Master Schedule (IMS) required by the CPR and IMS data items of this contract.

(b) If this contract has a value of $50,000,000 or more, the Contractor shall use an EVMS that has been determined by the Cognizant Federal Agency (CFA) to be in compliance with the EVMS guidelines as stated in paragraph (a)(1) of this clause. If, at the time of award, the Contractor’s EVMS has not been determined by the CFA to be in compliance with the EVMS guidelines as stated in paragraph (a)(1) of this clause, the Contractor shall apply its current system to the contract and shall take necessary actions to meet the milestones in the Contractor’s EVMS plan.

(c) If this contract has a value of less than $50,000,000, the Government will not make a formal determination that the Contractor’s EVMS complies with the EVMS guidelines in ANSI/EIA-748 with respect to the contract. The use of the Contractor’s EVMS for this contract does not imply a Government determination of the Contractor’s compliance with the EVMS guidelines in ANSI/EIA-748 for application to future contracts. The Government will allow the use of a Contractor’s EVMS that has been formally reviewed and determined by the CFA to be in compliance with the EVMS guidelines in ANSI/EIA-748.

(d) The Contractor shall submit notification of any proposed substantive changes to the EVMS procedures and the impact of those changes to the CFA. If this contract has a value of $50,000,000 or more, unless a waiver is granted by the CFA, any EVMS changes proposed by the Contractor require approval of the CFA prior to implementation. The CFA will advise the Contractor of the acceptability of such changes as soon as practicable (generally within 30 calendar days) after receipt of the Contractor’s notice of proposed changes. If the CFA waives the advance approval requirements, the Contractor shall disclose EVMS changes to the CFA at least 14 calendar days prior to the effective date of implementation.

(e) The Government will schedule integrated baseline reviews as early as practicable, and the review process will be conducted not later than 180 calendar days after (1) contract award, (2) the exercise of significant contract options, and (3) the incorporation of major modifications. During such reviews, the Government and the Contractor will jointly assess the Contractor’s baseline to be used for performance measurement to ensure complete coverage of the statement of work, logical scheduling of the work activities, adequate resourcing, and identification of inherent risks.

(f) The Contractor shall provide access to all pertinent records and data requested by the Contracting Officer or duly authorized representative as necessary to permit Government surveillance to ensure that the EVMS complies, and continues to comply, with the performance criteria referenced in paragraph (a) of this clause.

(g) When indicated by contract performance, the Contractor shall submit a request for approval to initiate an over-target baseline or over-target schedule to the Contracting Officer. The request shall include a top-level projection of cost and/or schedule growth, a determination of whether or not performance variances will be retained, and a schedule of implementation for the rebaselining. The Government will acknowledge receipt of the request in a timely manner (generally within 30 calendar days).

(h) The Contractor shall require its subcontractors to comply with EVMS requirements as follows:WHEN THIS PURCHASE ORDER SPECIFIES THAT THIS CLAUSE APPLIES.

(1) For subcontracts valued at $50,000,000 or more, the following subcontractors shall comply with the requirements of this clause:[Contracting Officer to insert names of subcontractors (or subcontracted effort if subcontractors have not been selected) designated for application of the EVMS requirements of this clause.]


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(2) For subcontracts valued at less than $50,000,000, the following subcontractors shall comply with the requirements of this clause, excluding the requirements of paragraph (b) of this clause:[Contracting Officer to insert names of subcontractors (or subcontracted effort if subcontractors have not been selected) designated for application of the EVMS requirements of this clause.]

417. 252.235-7010, ACKNOWLEDGMENT OF SUPPORT AND DISCLAIMER (MAY 1995)(a) The Contractor shall include an acknowledgment of the Government’s support in the publication of any material based on or developed under this contract,

stated in the following terms: “This material is based upon work supported by the (name of contracting agency(ies)) under Contract No. (Contracting agency(ies) contract number(s))”.

(b) All material, except scientific articles or papers published in scientific journals, must, in addition to any notices or disclaimers by the Contractor, also contain the following disclaimer: “Any opinions, findings and conclusions or recommendations expressed in this material are those of the author(s) and do not necessarily reflect the views of the (name of contracting agency(ies)).”

418. DFARS 252.237-7023, CONTINUATION OF MISSION ESSENTIAL FUNCTIONS (MAR 2010)(This clause applies if it is specifically identified as applicable in the solicitation, fax award, subcontract, letter contract, or purchase order. 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.)

(a) The Government has identified all or a portion of the Contractor services performed under this Contract as essential Contractor services in support of mission essential functions. The Contractor-provided services that have been determined to be essential Contractor services in support of mission-essential functions are listed in attachment __, Mission-Essential Contractor Services, dated __________.

(b) The Contractor shall provide a written plan for continuing the performance of essential Contractor Services identified in paragraph (a) of this section during a crisis.(1) The Contractor shall identify in the plan the provisions made for the acquisition of essential personnel and resources,

if necessary, for continuity of operations for up to 30 days or until normal operations can be resumed;(2) The plan must, as a minimum, address –

(i) Challenges associated with maintaining essential Contractor Services during an extended event, such as a pandemic that occurs in repeated waves;(ii) The time lapse associated with the initiation of the acquisition of essential personnel and resources and their actual availability on site;(iii) The components, processes, and requirements for the identification, training, and preparedness of personnel who are capable of relocating to alternate

facilities or performing work from home;(iv) Any established alert and notification procedures for mobilizing identified “essential Contractor service personnel; and(v) The approach for communicating expectations to Contractor employees regarding their roles and responsibilities during a crisis.

(3) The Contractor shall maintain and update its plan as necessary and adhere to its requirements throughout the Contract term. The Contractor shall not materially alter the plan without the Contracting Officer’s consent.

(4) As directed by the Contracting Officer, the Contractor shall participate in training events, exercises, and drills associated with Government efforts to test the effectiveness of continuity of operations procedures and practices.

(c) In the event the Contractor anticipates not being able to perform any of the essential Contractor services identified in paragraph (a) of this section during a crisis situation, the Contractor shall notify the Contracting Officer or other designated representative as expeditiously as possible and use its best efforts to cooperate with the Government in the Government’s efforts to maintain the continuity of operations.

(d) The Government reserves the right in such crisis situations to use Federal employees of other agencies or contract support from other Contractors or to enter into new contracts for essential Contractor services. Any new contracting efforts would be conducted in accordance with OFPP letter, “Emergency Acquisitions” May 2007 and FAR and DFARS Subparts 18 and 218, respectively, or any other subsequent emergency guidance issued.

(e) Changes. The Contractor shall segregate and separately identify all costs incurred in continuing performance of essential services in a crisis situation. The Contractor shall notify the Contracting Officer of an increase or decrease in costs within ninety days after continued performance has been directed by the Contracting Officer, or within any additional period that the Contracting Officer approves in writing, but not later than the date of final payment under the contract. The Contractor’s notice shall include the Contractor’s proposal for an equitable adjustment and any data supporting the increase or decrease in the form prescribed by the Contracting Officer. The parties shall negotiate an equitable price adjustment to the contract price as soon as is practicable after receipt of the Contractor’s proposal.

(f) The contractor shall include the substance of this clause, including this paragraph (f), in subcontracts for the essential services.

419. DFARS 252.244-7000, SUBCONTRACTS FOR COMMERCIAL ITEMS AND COMMERCIAL COMPONENTS (DoD CONTRACTS) (AUG 2009)In addition to the clauses listed in paragraph (c) of the Subcontracts for Commercial Items clause of this contract (Federal Acquisition Regulation 52.244-6), the Contractor shall

include the terms of the following clauses, if applicable, in subcontracts for commercial items or commercial components, awarded at any tier under this contract:(a) 252.225-7009 Restriction on Acquisition of Certain Articles Containing Specialty Metals (10 U.S.C. 2533b).(b) 252.236-7013 Requirement for Competition Opportunity for American Steel Producers, Fabricators, and Manufacturers (Pub. L. 110-329, Division E, Section 108).(c) 252.246-7003 Notification of Potential Safety Issues.(d) 252.247-7023 Transportation of Supplies by Sea (10 U.S.C. 2631).(e) 252.247-7024 Notification of Transportation of Supplies by Sea (10 U.S.C. 2631).

420. DFARS 252.246-7003, NOTIFICATION OF POTENTIAL SAFETY ISSUES (JAN 2007) Applies to this subcontract and to all lower-tier subcontracts at any tier meeting the requirements described in the clause below. Buyer will identify parts identified as “critical safety items” upon 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.

(a) Definitions. As used in this clause—“Credible information” means information that, considering its source and the surrounding circumstances, supports a reasonable belief that an event has occurred or will occur.“Critical safety item” means a part, subassembly, assembly, subsystem, installation equipment, or support equipment for a system that contains a characteristic, any failure, malfunction, or absence of which could have a safety impact.“Safety impact” means the occurrence of death, permanent total disability, permanent partial disability, or injury or occupational illness requiring hospitalization; loss of a weapon system; or property damage exceeding $1,000,000.“Subcontractor” means any supplier, distributor, vendor, or firm that furnishes supplies or services to or for the Contractor or another subcontractor under this contract.





(b) The Contractor shall provide notification, in accordance with paragraph (c) of this clause, of—(1) All nonconformances for parts identified as critical safety items acquired by the Government under this contract; and(2) All nonconformances or deficiencies that may result in a safety impact for systems, or subsystems, assemblies, subassemblies, or parts integral to a system, acquired by or serviced for the Government under this contract.

(c) The Contractor—(1) Shall notify the Administrative Contracting Officer (ACO) and the Procuring Contracting Officer (PCO) as soon as practicable, but not later than 72 hours, after discovering or acquiring credible information concerning nonconformances and deficiencies described in paragraph (b) of this clause; and(2) Shall provide a written notification to the ACO and the PCO within 5 working days that includes—

(i) A summary of the defect or nonconformance;(ii) A chronology of pertinent events;(iii) The identification of potentially affected items to the extent known at the time of notification;(iv) A point of contact to coordinate problem analysis and resolution; and(v) Any other relevant information.

(d) The Contractor—(1) Is responsible for the notification of potential safety issues occurring with regard to an item furnished by any subcontractor; and(2) Shall facilitate direct communication between the Government and the subcontractor as necessary.

(e) Notification of safety issues under this clause shall be considered neither an admission of responsibility nor a release of liability for the defect or its consequences. This clause does not affect any right of the Government or the Contractor established elsewhere in this contract.

(f) (1) The Contractor shall include the substance of this clause, including this paragraph (f), in subcontracts for—(i) Parts identified as critical safety items;(ii) Systems and subsystems, assemblies, and subassemblies integral to a system; or(iii) Repair, maintenance, logistics support, or overhaul services for systems and subsystems, assemblies, subassemblies, and parts integral to a system.

(2) For those subcontracts described in paragraph (f) (1) of this clause, the Contractor shall require the subcontractor to provide the notification required byparagraph (c) of this clause to—

(i) The Contractor or higher-tier subcontractor; and(ii) The ACO and the PCO, if the subcontractor is aware of the ACO and the PCO for the contract.

*********************************************************************************************************** PART IV. 1 - FAR/DFARS CLAUSES MODIFIED AND INCORPORATED IN FULL TEXT – FIXED PRICE

(Applies for Fixed Price Type Solicitations and Awards in addition to PART IV.0. – General.)

425. 52.243-1, CHANGES – FIXED PRICE (Aug 1987) & ALT I (Apr 1984) & ALT II (Apr 1984) (Modified to read as shown below.) (a) The Buyer may at any time, by written order, and without notice to the sureties, if any, make changes within the general scope of this Purchase Order in any

one or more of the following: (1) Drawings, designs, or specifications when the supplies to be furnished are to be specially manufactured for the Buyer or the Government in accordance

with the drawings, designs, or specifications. (2) Method of shipment or packing. (3) Place of delivery. (4) Inspection Standards.(5) Place or time of inspection.

(b) If any such change causes an increase or decrease in the cost of, or the time required for, performance of any part of the work under this contract, whether or not changed by the order, the Buyer shall make an equitable adjustment in the Purchase Order price, the delivery schedule, or both, and shall modify the Purchase Order.

(c) The Seller must assert its right to an adjustment under this clause within 20 days from the date of receipt of the written order. However, if the Buyer decides that the facts justify it, the Buyer may receive and act upon a proposal submitted before final payment of the Purchase Order.

(d) If the Seller’s proposal includes the cost of property made obsolete or excess by the change, the Buyer shall have the right to prescribe the manner of the disposition of the property.

(e) Failure to agree to any adjustment shall be a dispute under the Disputes clause of this Purchase Order. However, nothing in this clause shall excuse the Seller from proceeding with the contract as changed.

Alternate I (Apr 1984). If the requirement is for services, other than architect-engineer or other professional services, and no supplies are to be furnished, substitute the following paragraph (a) for paragraph (a) of the basic clause:

(a) The Buyer may at any time, by written order, and without notice to the sureties, if any, make changes within the general scope of this Purchase Order in any one or more of the following:

(1) Description of services to be performed. (2) Time of performance (i.e., hours of the day, days of the week, etc.). (3) Place of performance of the services.

Alternate II (Apr 1984). If the requirement is for services (other than architect-engineer services, transportation, or research and development) and supplies are to be furnished, substitute the following paragraph (a) for paragraph (a) of the basic clause:


(1) Description of services to be performed. (2) Time of performance (i.e., hours of the day, days of the week, etc.). (3) Place of performance of the services. (4) Drawings, designs, or specifications when the supplies to be furnished are to be specially manufactured for the Buyer or the Government, in

accordance with the drawings, designs, or specifications. (5) Method of shipment or packing of supplies. (6) Place of delivery. (7) Inspection Standards(8) Place or time of inspection.





426. 52.246-2 INSPECTION AND ACCEPTANCE OF SUPPLIES - FIXED PRICE (Aug 1996, Adapted and modified to read as shown.) (Refer also to Part I Clause entitled “Inspection and Test (Fixed Price Orders)”.) A. Definition. "Supplies," as used in this clause, includes but is not limited to raw materials, components, intermediate assemblies, end products, and lots of supplies. B. Inspection System & Inspection.

The Seller shall provide and maintain an inspection system acceptable to the Buyer and the Government covering supplies under this Purchase Order.Seller shall tender to the Buyer for acceptance only supplies that have been inspected in accordance with the inspection system and have been found by the Seller

to be in conformity with Purchase Order requirements. As part of the system, the Seller shall prepare records evidencing all inspections made under the system and the outcome. These records shall be kept complete

and made available to the Buyer and/or the Government during Purchase Order performance and for as long afterwards as the Purchase Order requires. The Buyer or the Government may perform reviews and evaluations as reasonably necessary to ascertain compliance with this paragraph. These reviews and evaluations shall be conducted in a manner that will not unduly delay the Purchase Order work. The right of review, whether exercised or not, does not relieve the Seller of the obligations under the Purchase Order. C. Buyer and/or the Government have the right to inspect and test all supplies called for by the Purchase Order, to the extent practicable, at all places and times, including the period of manufacture, and in any event before acceptance. Buyer and/or the Government shall perform inspections and tests in a manner that will not unduly delay the work. Buyer assumes no contractual obligation to perform any inspection and test for the benefit of the Seller unless specifically set forth elsewhere in this Purchase Order. Seller, at its own expense, shall promptly rectify any defects discovered during any inspection or test. D. If the Buyer or the Government performs inspection or test on the premises of the Seller or a subcontractor, the Seller shall furnish, and shall require subcontractors to furnish, at no increase in Purchase Order price, all reasonable facilities and assistance for the safe and convenient performance of these duties. Except as otherwise provided in the Purchase Order, Buyer and/or the Government shall bear the expense of inspections or tests made by either of them at other than the Seller's or subcontractor's premises; provided, that in case of rejection, Buyer and/or the Government shall not be liable for any reduction in the value of inspection or test samples. E. (1) When supplies are not ready at the time specified by the Seller for inspection or test, Buyer may charge to the Seller the additional cost of inspection or test. (2) Buyer may also charge the Seller for any additional cost of inspection or test when prior rejection makes re-inspection or retest necessary. F. Buyer has the right either to reject or to require correction of nonconforming supplies. Supplies are nonconforming when they are defective in material or workmanship or are otherwise not in conformity with Purchase Order requirements. Buyer may reject nonconforming supplies with or without disposition instructions. G. Seller shall remove supplies rejected or required to be corrected. However, Buyer may require or permit correction in place, promptly after notice, by and at the expense of Seller. Seller shall not tender for acceptance corrected or rejected supplies without disclosing the former rejection or requirement for correction, and, when required, shall disclose the corrective action taken. H. If Seller fails to promptly remove, replace, or correct rejected supplies that are required to be removed or to be replaced or corrected, Buyer may either (1) by contract or otherwise, remove, replace, or correct the supplies and charge the cost to Seller or (2) terminate the Purchase Order for default. Unless Seller corrects or replaces the supplies within the delivery schedule, Buyer may require their delivery and make an equitable price reduction. I. (1) If this Purchase Order provides for the performance of Buyer or Government quality assurance at source, and if requested by Buyer or Government, Seller shall furnish advance notification of the time (i) when Seller inspection or tests will be performed in accordance with the terms and conditions of the Purchase Order and (ii) when the supplies will be ready for Buyer and/or Government inspection. (2) The Buyer and/or Government's request shall specify the period and method of the advance notification and Buyer or Government representative to whom it shall be furnished. Requests shall not require more than 2 workdays of advance notification if the Buyer or Government representative is in residence in the Seller's plant, nor more than 7 workdays in other instances. J. Acceptance or Rejection.

Buyer shall accept or reject supplies as promptly as practicable after delivery unless otherwise provided in the Purchase Order. The Buyer's failure to inspect and accept or reject the supplies shall not relieve Seller from responsibility, nor impose liability on Buyer, for nonconforming supplies.

Buyer 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.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. K. 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 discovered before acceptance. 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.

Acceptance shall be conclusive, except for latent defects, fraud, gross mistakes amounting to fraud, or as otherwise provided in the Purchase Order. Payments made shall not be conclusive of acceptance.

L. If acceptance is not conclusive for any of the reasons in paragraph K. hereof, Buyer, in addition to any other rights and remedies provided by law, or under other provisions of this Purchase Order, shall have the right to require Seller:

(1) at no increase in Purchase Order price, to correct or replace the defective or nonconforming supplies at the original point of delivery or at Seller's plant at Buyer's election, and in accordance with a reasonable delivery schedule as may be agreed upon between Seller and Buyer; provided, that Buyer may require a reduction in Purchase Order price if the Seller fails to meet such delivery schedule, or

(2) within a reasonable time after receipt by the Seller of notice of defects or nonconformance, to repay such portion of the Purchase Order price as is equitable under the circumstances if Buyer elects not to require correction or replacement.

When supplies are returned to Seller, Seller shall bear the transportation cost from the original point of delivery to Seller's plant and return to the original point when that point is not the Seller's plant.

If Seller fails to perform or act as required in (1) or (2) above and 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, Buyer shall have the right by contract or otherwise to replace or correct such supplies and charge to Seller the cost occasioned Buyer thereby. 427. 52.246-4 INSPECTION AND ACCEPTANCE OF SERVICES - FIXED PRICE (Aug 1996, Adapted and modified to read as shown.)

(Refer also to Part I Clause entitled “Inspection and Test (Fixed Price Orders)”.) (a) Definitions. "Services," as used in this clause, includes services performed, workmanship, and material furnished or utilized in the performance of services. (b) The Seller shall provide and maintain an inspection system acceptable to the Buyer covering the services under this Purchase Order. Complete records of all inspection work performed by the Seller shall be maintained and made available to the Buyer and/or the Government during Purchase Order performance and for as long afterwards as the Purchase Order requires. (c) The Buyer and/or the Government shall have the right to inspect and test all services called for by the Purchase Order, to the extent practicable, at all times and places during the term of the Purchase Order. The Buyer and/or the Government shall perform inspections and tests in a manner that will not unduly delay the work. Seller, at its own expense, shall promptly rectify any defects discovered during any inspection or test.





(d) If the Buyer or the Government performs inspections or tests on the premises of the Seller or a subcontractor, the Seller shall furnish, and shall require subcontractors to furnish, at no increase in contract price, all reasonable facilities and assistance for the safe and convenient performance of these duties. (e) If any of the services do not conform with Purchase Order requirements, the Buyer may require the Seller to perform the services again in conformity with Purchase Order requirements, at no increase in Purchase Order amount. When the defects in services cannot be corrected by re-performance, the Buyer may (1) require the Seller to take necessary action to ensure that future performance conforms to Purchase Order requirements; and (2) reduce the Purchase Order price to reflect the reduced value of the services performed.

(f) If the Seller fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with contract requirements, Buyer may (1) by contract or otherwise, perform the services and charge to the Seller any cost incurred by the Buyer that is directly related to the performance of such service; or (2) terminate the Purchase Order for default.

(g) 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. ___________________________________________________________________________________________________________PART IV.2 - FAR/DFARS CLAUSES MODIFIED AND INCORPORATED IN FULL TEXT –

COST REIMBURSEMENT; TIME AND MATERIALS; OR LABOR HOUR(Applies for Cost Reimbursement, Time-and-Materials, or Labor Hour Type Awards in addition to PART IV.0 - General.)

430. 52.243-2, CHANGES – COST REIMBURSEMENT (Aug 1987) & ALT I (Apr 1984) & ALT II (Apr 1984) and ALT V (Apr 1984) (Modified to read as shown below.)(a) The Buyer may at any time, by written order, and without notice to the sureties, if any, make changes within the general scope of this Purchase Order in any

one or more of the following:(1) Drawings, designs, or specifications when the supplies to be furnished are to be specially manufactured for the Buyer or the Government in accordance

with the drawings, designs, or specifications. (2) Method of shipment or packing. (3) Place of delivery. (4) Inspection Standards.(5) Place or time of Inspection.

(b) If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance of any part of the work under this Purchase Order, whether or not changed by the order, or otherwise affects any other terms and conditions of this Purchase Order, the Buyer shall make an equitable adjustment in the—

(1) Estimated cost, delivery or completion schedule, or both. (2) Amount of any fixed fee; and (3) Other affected terms and shall modify the Purchase Order accordingly.

(c) The Seller must assert its right to an adjustment under this clause within 20 days from the date of receipt of the written order. However, if the Buyer decides that the facts justify it, the Buyer may receive and act upon a proposal submitted before final payment of the Purchase Order.

(d) Failure to agree to any adjustment shall be a dispute under the Disputes clause of this Purchase Order. However, nothing in this clause shall excuse the Seller from proceeding with the Purchase Order as changed.

(e) Notwithstanding the terms and conditions of paragraphs (a) and (b) of this clause, the estimated cost of this Purchase Order and, if this Purchase Order is incrementally funded, the funds allotted for the performance of this Purchase Order, shall not be increased or considered to be increased except by specific written modification of the Purchase Order indicating the new Purchase Order estimated cost and, if this Purchase Order is incrementally funded, the new amount allotted to the Purchase Order. Until this modification is made, the Seller shall not be obligated to continue performance or incur costs beyond the point established in the Limitation of Cost or Limitation of Funds clause of this Purchase Order.

Alternate I (Apr 1984). If the requirement is for services and no supplies are to be furnished, substitute the following paragraph (a) for paragraph (a) of the basic clause:


(1) Description of services to be performed. (2) Time of performance (i.e., hours of the day, days of the week, etc.). (3) Place of performance of the services.

Alternate II (Apr 1984). If the requirement is for services and supplies are to be furnished, substitute the following paragraph (a) for paragraph (a) of the basic clause:

(a) The Buyer may at any time, by written order, and without notice to the sureties, if any, make changes within the general scope of this contract in any one or more of the following:

(1) Description of services to be performed. (2) Time of performance (i.e., hours of the day, days of the week, etc.). (3) Place of performance of the services. (4) Drawings, designs, or specifications when the supplies to be furnished are to be specially manufactured for the Buyer or the Government in

accordance with the drawings, designs, or specifications. (5) Method of shipment or packing of supplies. (6) Place of delivery. (7) Inspection Standards(8) Place or time of inspection.

Alternate V (Apr 1984). If the requirement is for research and development, and it is desired to include the clause, substitute the following paragraphs (a)(1) and (a)(3) for paragraphs (a)(1) and (a)(3) of the basic clause:

(a)(1) Drawings, designs, or specifications. (a)(3) Place of inspection, delivery, or acceptance.

431. 52.243-3, CHANGES – TIME-AND-MATERIALS OR LABOR HOURS (Sept 2000, Modified to read as follows.)






(1) Description of services to be performed. (2) Time of performance (i.e., hours of the day, days of the week, etc.). (3) Place of performance of the services. (4) Drawings, designs, or specifications when the supplies to be furnished are to be specially manufactured for the Buyer or the Government in accordance

with the drawings, designs, or specifications. (5) Method of shipment or packing of supplies. (6) Place of delivery. (7) Amount of Government-furnished property. (8) Inspection Standards(9) Place or time of inspection.

(b) If any change causes an increase or decrease in any hourly rate, the ceiling price, or the time required for performance of any part of the work under this Purchase order, whether or not changed by the order, or otherwise affects any other terms and conditions of this Purchase Order, the Buyer will make an equitable adjustment in any one or more of the following and will modify the Purchase Order accordingly:

(1) Ceiling price. (2) Hourly rates. (3) Delivery schedule. (4) Other affected terms.

(c) The Seller shall assert its right to an adjustment under this clause within 20 days from the date of receipt of the written order. However, if the Buyer decides that the facts justify it, the Buyer may receive and act upon a proposal submitted before final payment of the Purchase Order.

(d) Failure to agree to any adjustment will be a dispute under the Disputes clause of this Purchase Order. However, nothing in this clause excuses the Seller from proceeding with the Purchase Order as changed.

(end)
