emergency personal locator beacon (eplb)

UNCLASSIFIED ANNEX A to Contract APSCM1/0015

Emergency Personal Locator Beacon (EPLB) Project

Statement of Work

Date Issued: 24 September 2013 Version No: 1.0

Document Approvers: Gareth Clark Hd of TMS Tracy Stewart APS Senior Commercial Officer Stephen Caldwell TMS Technical Lead

UNCLASSIFIED 1 of 30


Version Control

Version Issue Date Description of Change 1.0 24 Sept 2013 Final version for ITT Pack/Industry



Table of Contents Definitions.............................................................................................................................. 4 Section 1 - Introduction ......................................................................................................... 6

Background.................................................................................................................... 6 Scope of EPLB............................................................................................................... 6 Terminology................................................................................................................... 7

Section 2 –Technical and Project Management..................................................................... 8 Project Management ...................................................................................................... 8 Project Reporting & Meetings ....................................................................................... 9 Risk and Opportunity Management ............................................................................... 9 Quality Management & Assurance................................................................................ 9 Configuration Management ......................................................................................... 10 Safety and Environmental Engineering ....................................................................... 10 Project Safety and Environmental Meetings................................................................ 11 ILS Management.......................................................................................................... 12 System Engineering ..................................................................................................... 12

Section 3 - Design Phase...................................................................................................... 14 Stage 1 – System Design & Integrated Logistics Support Planning................................ 14

Critical Design Review................................................................................................ 16 Stage 2 – Pre-Production Prototypes, Integration Testing and Qualification Trials........ 17

Equipment Qualification Readiness Review – RAFCAM / COSPAS-SARSAT / RADHAZ/ EMC .......................................................................................................... 18

Stage 3 – Initial Low Volume Production and Certification ........................................... 18 Production Readiness Review (Low Volume)............................................................. 19 Initial Low Volume Production ................................................................................... 19 Factory Acceptance Testing 1...................................................................................... 19 Site Acceptance Testing............................................................................................... 20 End of Design Phase Review....................................................................................... 21

Section 4 - Manufacturing Phase ......................................................................................... 23 Stage 1 – Logistic Support Readiness.............................................................................. 23

Logistic Support Date .................................................................................................. 23 Stage 2 – Initial Volume Production and Factory Acceptance ........................................ 24

Production Readiness Review (Initial Volume) .......................................................... 25 Initial Volume Production – 1st Batch (Initial Operating Capability Quantities) ....... 25 Factory Acceptance Testing 2 (FAT2) ........................................................................ 25

Stage 3 – Full Volume Production................................................................................... 26 End of Manufacturing Phase Review .......................................................................... 27

Section 5 – In-Service Support Phase (ISSP) ...................................................................... 28 Post-Design Services ................................................................................................... 29 In Service Support (ISS) Review Meetings ................................................................. 30



Definitions The following expressions shall have the meaning as set out below; ‘Availability’ – For the purposes of the Contract, availability is the Operational Availability – defined as the probability that an equipment/system at any instant in the required operating time will operate satisfactorily under stated conditions where the time considered includes operating, corrective and preventive maintenance, administrative delay time and logistic delay time. ‘Emergency Personal Locator Beacon (EPLB) System’ shall be defined in accordance with paragraphs 1.4, 1.5 and 1.6 of the Systems Requirement Document at Annex B to the Contract. ‘First of Class’ shall mean the first of each delivered Live Operational Variant into a respective AEA configuration, noting that each Live Operational Variant may have multiple AEA configurations. ‘Full In Service Support Start Date’ means the point at which Full In Service Support commences i.e. once the Authority has tested and taken delivery of the last First of Class; 1 off each Live Operational Variant in each of the AEA configurations. ‘Initial In Service Support Start Date’ means the point at which Initial In Service Support commences i.e. Initial In Service Support shall commence once the Authority has tested and taken delivery of the first First of Class. ‘Jacket Modification Kit’ shall mean a kit containing all necessary parts and instructions in order so that the Live Operational Variants can be integrated into the respective AEA e.g. Typhoon LSJ, MK41 etc. ‘Live Operational – Ejection Variant’ shall mean a variant worn by worn by Crew Members who use ejection seats in accordance with ID 118 of the Systems Requirements Document at Annex B. ‘Live Operational – Non-Ejection Variant (Worn)’ shall mean a variant worn by worn by Crew Members who do not use ejection seats in accordance with ID 118 of the Systems Requirements Document at Annex B. ‘Live Operational – Non-Ejection Variant (Stowed)’ shall mean a variant stowed with aircrew clothing to be donned by Crew members in emergency in accordance with ID 118 of the Systems Requirements Document at Annex B. ‘Live Operational Variant(s)’ shall mean the ‘Live Operational -Ejection Variant’, ‘Live Operational – Non-Ejection Variant (Worn)’ and ‘Live Operational – Non-Ejection Variant (Stowed)’



‘Live Testing Variant’ shall mean a variant representative of either the ‘Live Operational -Ejection Variant’, ‘Live Operational – Non-Ejection Variant (Worn)’ or ‘Live Operational – Non-Ejection Variant (Stowed)’ but with offset homing frequencies and COSPAS SARSAT training protocols. ‘Logistic Support Date’ - The LSD is the date when support is available in range, but not necessarily in scale (all products that are needed by type, but not in quantity). ‘SAR Training Variant’ shall mean a variant that faithfully transmits homing signals but will not have the alerting or position detecting functions of the Live Operational Variant(s) in accordance with ID 405 of the Systems Requirements Document at Annex B. ‘SERE/SE Fit Training Variant’ shall mean a variant that will be used for swimming pool, sea and classroom training i.e. will replicate the look and feel of the Live Operational Variant(s) as closely as reasonably practicable, without needing to transmit alerts, detect position or transmit homing signals in accordance with ID 234 of the Systems Requirements Document at Annex B. ‘Service Fit’ refers to an AEA jacket modification kit that will be integrated into the respective flight jackets by the Authority. ‘Space and Weight Variants’ shall mean space and weight models in accordance with ID 227 of the Systems Requirements Document at Annex B.



Section 1 - Introduction

Background 1. The search and rescue frequencies used by the COSPAS-SARSAT system

were changed on 1 February 2009. This generated the need to move from the in-service SARBE 7 Personal Locator Beacon to a new specification. The new system shall have the capability to transmit the traditional homing frequencies of 121.5 and 243.0 MHz, in addition to the modern digital 406MHz data signal.

2. The Authority has since provided an interim capability to aircrews whilst the

User Requirements Document (URD) for the Emergency Personal Locator Beacon (EPLB) System has been refreshed and re-endorsed by the MOD Customer, taking account of previous lessons learned.

Scope of EPLB 3. This Statement of Work (SOW) is for the EPLB Project. The key points of note

are as follows:

a. System Boundaries - The Contractor is responsible for designing the System and managing the beacon integration activities into aircrew safety equipment, and providing safety evidence to achieve air platform certification to fly, and then providing the necessary support environment in-service. b. Scope of Activities – The Contractor shall be responsible for 3 key phases of the Project lifecycle:

• Design Phase • Manufacturing Phase • In Service Support Phase1

These phases shall be managed in controlled stages with gateway reviews and Anchor Milestones to ensure that the Contractor demonstrates the necessary project controls, development activities, risk reduction activities and detailed planning to continue to the next phase.

1 Which also includes the disposal of the system, or component parts, at the end of their operational life.



Terminology 4. The following definitions shall be applied throughout the Statement of Work

where the Contractor is requested to provide various products, in accordance with Data Item Descriptions (DID). Each product is requested in either, ‘Draft’ or ‘Full’ form depending on the nature of the product, and at what stage in the Project it is required. The terms Draft and Full, in this context, are defined below:

a. Draft: A document representative of the final deliverable document in

terms of strategy, principles, content and structure. When the Contractor is compiling a draft plan they should address all the requirements in the DID as far as possible. If individual requirements cannot be addressed the Contractor shall explain why they cannot be addressed and what will be done to complete the gaps in the draft plan.

b. Full: The final document version against which activities will actually

be implemented, a mature document detailing exactly how the proposed strategy will be delivered on Contract



Section 2 –Technical and Project Management 5. The EPLB Project shall be managed and conducted in accordance with the

Products and Plans detailed in this Statement of Work. 6. The Contractor shall update and formally reissue all products in accordance

with the Contract Data Deliverables List (CDDL) at Annex N to the Contract, to ensure success of the EPLB Project. Reviews of documentation shall be undertaken, as a minimum, at the end of each Project phase, prior to the commencement of the next Phase. The Project Management Strategy and Project Management Plan shall also detail these reviews.

7. The Contractor shall maintain and implement all of the technical and

management products defined in this SOW, including the up issue and release of documents, where required, to incorporate approved changes. No significant changes to these plans and documents shall be implemented without prior approval of the Authority. A significant change is deemed to be a material change to the management or conduct of the EPLB Project, its deliverables or timescales

Project Management The aim of this section is to define how the Contractor shall manage all Phases of the EPLB Project. 8. The Contractor shall appoint a Project Manager, who shall be the focal point for

all project management activities. 9. The Contractor shall maintain and resubmit the following documents for

agreement with the Authority in accordance with the CDDL:

a. Project Management Plan (DID-0100) b. Project Schedule (DID-0101) c. Project Management Strategy (DID-0126) d. Product Breakdown Structure (DID-0102) e. Work Breakdown Structure (DID-0103) f. Organisation Breakdown Structure (DID-0104) g. Responsibility Assignment Matrix (DID-0105)



Project Reporting & Meetings 10. The Contractor shall prepare and issue a monthly Project Status and

Management Report in accordance with DID-0115. 11. The Project Status and Management Report shall provide sufficient information

to allow the Authority to accurately assess the progress of the Project. In particular the Project Status and Management Report shall identify progress, risks and issues and shall support Strengths, Weakness, Opportunities and Threats (SWOT) analysis.

12. The Contractor shall host, and jointly chair with the Authority, monthly Project

Review Meetings. The Project Review Meeting is to be informed by the current risk status to ensure that key risks, new risks, issues, mitigation plans and actions, are placed appropriately in the agenda for discussion. The Contractor shall provide the secretariat for the Project Review Meetings and issue the minutes in the format defined in the DID-0115.

Risk and Opportunity Management Risk management is to be used to inform and guide the direction of the Project. It is therefore central to Project reporting and review meetings. Rigorous identification of risks, robust mitigation plans and completion of mitigation actions by the Contractor are considered essential and will apply to the Contractor’s scope of responsibility. 13. The Contractor shall implement, conduct and manage all Risk Management

activities in accordance with the Project Management Plan and Risk and Opportunity Management Plan.

14. The Contractor shall host and chair Risk and Opportunity Meetings prior to the

Project Review Meeting. The Contractor shall provide secretariat support to the Risk and Opportunity Meeting that will document the discussions and agreed actions and identify which risks and opportunities are then to be reported to the Project Review Meeting.

Quality Management & Assurance The aim of this section is to ensure that the work undertaken during the Project meets the Quality Assurance requirements of the Contract and that Quality issues are escalated and dealt with promptly and effectively. 15. The Contractor shall appoint a Quality Manager, who shall be the responsible

focal point, for all quality management and quality assurance activities of the EPLB Project.



16. The Contractor shall implement, conduct and manage all Quality Management

activities in accordance with the Quality Management Plan throughout the life of the Project, and provide significant updates on quality matters to the Project Review Meetings as required.

17. The Quality Management Plan shall be updated and formally re-issued in

accordance with the CDDL, following agreement by the Authority, to reflect Project changes and circumstances.

Configuration Management The aim of this section is to implement the Project Configuration Management Plan and to implement the Configuration Management system. 18. The Contractor shall establish a Configuration Management System for the

Project environment and Project deliverables in accordance with the Quality Management Plan and DEFSTAN 05-57. The Configuration Management System must be adhered to throughout the life of the Contract.

19. As minimum, the following areas shall be included:

a. Data and Information Management. All electronic and physical data shall be controlled to ensure that integrity assurance processes are in place.

b. Documentation and Configuration Control. The methodology for

documentation and configuration control is defined in DEFSTAN 05-57 and should be applied to all aspects of the Contract.

c. Functional Configuration Audit. The Contractor shall prepare for and

host a Functional Configuration Audit to be held in accordance with DEFSTAN 05-57.

d. Physical Configuration Audit. The Contractor shall prepare for and

host a Physical Configuration Audit in accordance with DEFSTAN 05-57.

Safety and Environmental Engineering The aim of this section is for the Contractor to identify and manage all Safety and Environmental Management aspects of the EPLB Project 20. The Contractor shall ensure that all aspects of Safety Engineering are

incorporated into the Project Management Plan as a key design parameter that requires robust, evidence based reporting, to satisfy the legal and qualification process that the system needs to achieve in accordance with DEFSTAN 00-56.



21. The Contractor shall implement, conduct and manage all Safety and

Environmental Management activities in accordance with the Safety and Environmental Management Plan (SEMP).

22. The Contractor shall deliver at each Design Review and end of Project Phase

review:

a. An updated Project Safety and Environmental Management Plan (SEMP). The SEMP shall detail the specific actions and arrangements required to operate the Safety Management System and define safety milestones for the Project. It shall provide the linkage between the safety requirements and general management processes for the Project, to ensure safety is achieved and maintained.

c. Safety Case Reports to support product development in accordance

with the SEMP and DID-0111. d. An updated Hazard Log in accordance with the SEMP. e. An Environmental Impact Assessment Report in accordance with the

SEMP to support product development and, in particular, the Critical Design Review.

23. Progress on all identified safety-related activities shall be monitored by the

Contractor, and shall be included in Project Status and Management Report and Project Review Meetings.

Project Safety and Environmental Meetings 24. The Contractor shall host and provide secretariat support for quarterly Project

Safety and Environmental Panel (PSEP) meetings. The Contractor shall propose Terms of Reference for the PSEP for agreement of the Authority 30 days following Contract Award. The Authority shall chair the meeting.

25. The Contractor shall ensure that the Authority’s appointed Independent Safety

and Environmental Auditors are invited to all Project Safety and Environmental Panel Meetings and are provided, on request, access to all premises and records of the Contractor and Sub-Contractor that the Authority deems necessary in undertaking an audit.



ILS Management The aim of this section is for the Contractor to detail the activities, dependencies, outputs and milestones to be undertaken to deliver a comprehensive support solution that is fit for purpose in time to meet the Logistic Support Date. 26. The Contractor shall appoint an ILS Manager (ILSM), who will be the focal point

and be responsible for all ILS management activities. 27. The Contractor shall implement and manage all ILS activities in accordance

with the Integrated Support Plan (ISP) at Annex C to the Contract and the ILS elements within the Project Schedule. The Contractor shall deliver an updated Draft of this plan 30 days following Contract Award and deliver a revised Draft at each Design Review and end of Project Phase review.

28. The Contractor shall develop the ISP in accordance with DID EPLB – 0700 and

DID EPLB-0701. 29. The Contractor shall follow the ILS methodology and approach to acquisition

detailed in JSP 886 Vol 7 and Def Stan 00-600. 30. The Contractor shall detail plans for developing and maintaining the Logistic

Information Repository (LIR) within their Supportability Analysis Plan (Annex A to the ISP) in accordance with JSP 886 Vol 7 Part 3 (Supportability Analysis). (The LIR will include support data for all EPLB equipment including relevant EPLB data from supporting Sub-Contractors).

31. The Contractor shall be responsible for the processes and products required to

define the support environment during the Design Phase, maturing it during Manufacturing phase, and managing the In-Service Support phase following the declaration of Logistic Support Date (LSD).

System Engineering The aim of this section is to design, develop, integrate and qualify the EPLB System by approved AEA equipment modifications. 32. The Contractor shall implement, conduct and manage all System Engineering

activities in accordance with the Project Management Plan and Systems Engineering Plan.

33. The Contractor shall appoint a lead System Engineer, who will be the focal

point and be responsible for all System Engineering (SE) and Design activities. 34. The Contractor shall implement, conduct and manage test, evaluation and

acceptance processes in accordance with the Test, Evaluation and Acceptance Plan (TEAP).



35. The TEAP shall be updated and formally re-issued in accordance with the

CDDL, following agreement by the Authority, to reflect Project changes and circumstances.

36. The Contractor shall deliver the following documents in Draft 30 days following

Contract Award and in Full at the Critical Design Review.

a. Verification and Validation Matrix (DID-0502) b. Qualification Test Plan (DID-0209) c. Factory Acceptance Test Schedule (DID-0514) d. Site Acceptance Test Schedule (DID-0516)



Section 3 - Design Phase 37. The Contractor shall deliver a Design Phase in accordance with their Design

Review Plan. The following technical stages are required to demonstrate progressive assurance of the design activities being undertaken by the Contractor, in order to deliver the EPLB system.

38. The Stages are defined as:

a. Stage 1 – System Design & Integrated Logistics Support Planning. b. Stage 2 – Pre-Production Prototypes, Integration Testing and

Qualification Trials c. Stage 3 – Initial Low Volume Production and Certification

39. Anchor Milestones are identified at key assurance points where the Authority

needs to assess the likelihood of Project success. Condition 7.5 of the Contract provides further detail.

Stage 1 – System Design & Integrated Logistics Support Planning The aim of this section is to elaborate the System design against the SRD and the non functional requirements of the ISP. 40. During this Stage the Contractor shall assess the various technical

requirements contained within the SRD in order to make informed design decisions, whilst taking due account of the overarching considerations relating to Integrated Logistic Support (ILS), Safety, Manufacturing and development of the Test, Evaluation and Acceptance Plan.

41. The Contractor shall plan, prepare for and conduct the following set of

sequential Design Reviews. The Contractor must satisfy the Authority that each Design Review has been successful and all outputs must be agreed by the Authority before proceeding to the next stage of work. If a Design Review is deemed to be unsuccessful by the Authority, the Contractor will be required to re-run the Design Review. Any Design Review may be repeated as necessary until this has been completed to the full satisfaction of the Authority, with all key risks and issues addressed.

a. System Definition Review b. Preliminary Design Review c. Critical Design Review



d. Production Readiness Review Note to Tenderers: More instances of Design Reviews may be required depending on the system design proposed by the successful Tenderer. The final content of this section will therefore be agreed prior to Contract Award. System Definition Review 42. The Contractor shall plan and undertake a System Definition Review (SDR)

meeting 10 days after Contract Award. 43. The System Definition Review meeting shall focus on the Contractor’s starting

point for the overarching system design and its approach to variants, safety engineering, reliability2, Integrated Logistic Support planning and the beacon data management system3.

Key Outputs The Contractor shall deliver:

a. A SDR in accordance with the Design Review Plan. b. System Definition Review Minutes. c. Change proposals to resolve any issues arising during the System

Definition Review. d. Action plan to resolve actions arising during the meeting.

Preliminary Design Review 44. The Contractor shall hold a Preliminary Design Review(s) at the System and

Sub-System levels that support the overall architectural approach, which must be agreed with the Authority before progressing to the next Stage, where detailed design shall be undertaken. The PDR shall:

a. Ensure the equipment or installed equipment has a reasonable expectation of satisfying the requirements. b. Ensure whole design coherency c. Evaluate the System Requirements to determine whether they

correctly implement and allocate the requirements to the system/sub-system.

2 The approach to meeting and demonstrating the SRD requirement for reliability shall be progressive. See Section 4 Stage 4. 3 See beacon data management and Beacon Registration and Management System (BRAMS) topic covered in the Use Study.



d. Assess each element or sub-system for technical compliance,

feasibility and performance to the individual specification and any interface document.

e. Ensure the boundary, interface and interoperability issues and risk

are understood. f. Address any constraints and dependencies. g. Confirm that the EPLB System definition is sufficiently mature to start

detailed design and test procedure development to allow the production of First Stage Prototypes.

Key Outputs 45. The Contractor shall deliver:

a. PDR’s in accordance with the Design Review Plan. b. Preliminary Design Review Minutes. c. Change proposals to resolve any issues arising during the

Preliminary Design Review. d. Action plan to resolve actions arising during the meeting.

Critical Design Review 46. The Critical Design Review is an Anchor Milestone in accordance with Annex E

to the Contract and Clause 7.5 of the Terms and Conditions of the Contract. 47. The Contractor shall hold a Critical Design Review(s) at the System and Sub-

System levels that support the overall architectural approach, which must be agreed with the Authority before progressing to the next Stage.

48. The Authority, at its sole discretion, may require the Contractor to repeat the

CDR until this has been completed to the full satisfaction of the Authority, with all key risks and issues fully addressed and all actions agreed to address any issues.

49. 20 working days in advance of the meeting, the Contractor shall supply the

following documentation for review:

a. Safety and Environmental Project Plan b. Safety Case Report (DID-0111) c. Legislation Compliance Report (DID-0118)



d. Hazard Log (part of Safety and Environmental Plan) e. Environmental Impact Assessment Report f. Manufacturing Data Pack/Comprehensive Design Records (Inc

Software Development) g. ISP (to provide evidence that the interrelated ILS elements are being

developed coherently to support the Design Phase and later Manufacturing and In-Service Phases.

h. Documentation confirming that the System being developed is

compatible with the existing beacon data management and BRAMS processes.

Key Outputs

a. CDR in accordance with the Design Review Plan. b. Critical Design Review minutes. c. Frozen Design Baseline prior to commitment to manufacture. (For

avoidance of doubt, this includes all documentation and information) d. Change proposals to resolve any issues arising during the

Preliminary Design Review. e. Action plan to resolve actions arising during the meeting.

Stage 2 – Pre-Production Prototypes, Integration Testing and Qualification Trials The aim of this section is to build confidence in the overall system design by producing prototypes to support the development activity. 50. 30-days following the CDR the Contractor shall deliver 4-off Space and Weight

Models (ie. Non-functional) of the EPLB System to facilitate the production of User training.

51. The Contractor shall manage the test, evaluation and qualification processes in

accordance with the Qualification Test Plan.



Equipment Qualification Readiness Review – RAFCAM / COSPAS-SARSAT / RADHAZ/ EMC 52. The Contractor shall hold an Equipment Qualification Readiness Review,

(QRR), meeting to review the assessment of the EPLB System readiness to undergo trials in the appropriate environment. The QRR shall:

a. Ensure that the scope of the qualification testing addresses the necessary User, System and interoperability requirements in accordance with the System Requirements Document and Verification and Validation Matrix. b. Confirm agreement of the trials and evaluation programme between the Contactor, the Authority (the APS Project Team and RAFCAM Trials team) and the COSPAS-SARSAT Test House. c. Confirm agreement of the trials and evaluation programme between EMC and RADHAZ assessment Authority and the Contractor, and the format of reporting to satisfy Qualification and Certification Authorities. d. Ensure the scope of the trials addresses the system functional, environmental and interoperability requirements to the satisfaction of the Authority (AES and APS Project Teams and RAFCAM) and the COSPAS-SARSAT Test House. e. Ensure trials readiness by confirming that all test equipment and facilities are in place and available to accomplish the objectives of the qualification testing.

Key Outputs The Contractor shall deliver:

a. QRR in accordance with the Qualification Test Plan. b. QRR Minutes. c. Change proposals to resolve any issues arising during the QRR. d. Action plan to resolve actions arising during the meeting.

Stage 3 – Initial Low Volume Production and Certification The aim of this section is to verify that the frozen design is suitable for manufacture and meets the requirements of the SRD. 53. The following sequential steps shall be followed:



a. Production Readiness Review (Low Volume)

b. Initial Low Volume Production

c. Factory Acceptance Testing 1

d. Site Acceptance Test

e. End of Design Phase Review

Production Readiness Review (Low Volume) 54. The Contractor shall provide evidence against the following objectives in order

to seek Production Readiness Approval (low volume4) from the Authority.

a. The Contractor shall provide evidence, in accordance with their QA Plan and Procedures, that the equipment design is frozen and is under configuration management and control.

b. The Contractor shall confirm the availability of production build sets

and demonstrate production capacity and capability.

55. The Contractor shall confirm production readiness and present evidence to the Authority for agreement that low volume production can commence.

Initial Low Volume Production 56. The Contractor shall produce a batch, of 50 units, of production quality Live

Operational Variants to demonstrate their ability to translate prototype systems into repeatable, mass produced production runs in accordance with their Quality Management Plan.

Factory Acceptance Testing 1 57. The Contractor shall plan and facilitate a Factory Acceptance Test 1 (FAT1)

with Authority representation, to demonstrate that the production quality equipment meets the Systems Requirements Document.

58. The Contractor shall provide 15-off Live Testing Variants (selected at random

by the Authority from the production run of the Live Operational Variants and reconfigured by the Contractor to use homing training frequencies defined in the SRD and COSPAS SARSAT Live Test Protocol) on loan to the Authority for Site Acceptance Testing (SAT). Upon completion of the SAT, the Authority will

4 For the avoidance of doubt, Low Volume production is defined as using all of the real production steps that shall scale up to full volume production. (ie. No special handling of items)



return these Variants to the Contractor. Ownership of these Variants will remain with the Contractor and use in the SAT does not in any way imply acceptance of the System.

59. The Authority’s Project Manager will chair the FAT1 sentencing meeting to

determine if the demonstrated performance meets the required standard to proceed to the next stage of manufacture.

60. The Authority shall only permit the Contractor to proceed to the next stage

when FAT1 has been successfully completed to the full satisfaction of the Authority, with all key risks and issues fully addressed and all actions agreed to address any issues.

61. The Contractor shall plan for FAT 2 (See Section 4 of this SOW) which aims to

confirm that the quality of the deliverables is maintained as production capacity gears up to full rate.


a. FAT1 Testing report in accordance with DID-0515. b. Minutes of the FAT1 sentencing meeting. c. Change proposals to address any issues arising during the FAT1. d. Change proposals to address any production issues identified by QA and QS activities. d. Action plan to resolve actions arising during the meeting. e. 15-off Live Testing Variants for use during SAT.

Site Acceptance Testing 63. The Contractor shall plan and facilitate a Site Acceptance Test (SAT) with

Authority representation, to demonstrate that the production quality equipment, provided in accordance with para 58, meets the Systems Requirements Document.

64. SAT shall be undertaken in a representative service environment by Users of

the System in accordance with the SAT Schedule (DID-0516). 65. The Authority’s Project Manager will chair the SAT sentencing meeting to

determine if the demonstrated performance meets the required standard to proceed to the next stage of manufacture.



66. The Authority shall only permit the Contractor to proceed to the next stage

when it is satisfied that actions have been agreed to address the issues identified. The Authority, at its sole discretion, reserves the right to repeat SAT if it deems the aims of the test have not been satisfied, and/or the System Requirements Document has not been met.


a. SAT Testing report in accordance with DID-0517. b. Minutes of the SAT sentencing meeting. c. Change proposals to address any issues arising during the SAT. d. Change proposals to address any production issues identified by QA

and QS activities. d. Action plan to resolve actions arising during the meeting.

End of Design Phase Review The aim of this section is to confirm that all design and design for manufacture activities have been concluded and the Contractor is ready to commence full scale manufacture. 68. The End of Design Phase Review is an Anchor Milestone in accordance with

Annex E to the Contract and Clause 7.5 of the Terms and Conditions of the Contract.

69. The Contractor shall prepare and conduct an End of Phase Review (EPR) for

the Design Phase, covering all aspects of the EPLB system (equipment and support). The meeting shall be chaired by the Authority’s Project Manager.

70. The objective of the EPR is to ensure the EPLB System design and support

solution are defined prior to full manufacture commencing. 71. Pre-requisites for the EPR are:

a. A record, agreed with the Authority, that all CDR actions have been successfully discharged.

b. The COSPAS-SARSAT Type Approval Certification has been issued for

the System/Sub-Systems.



c. The RADHAZ and EMC Recommendation has been issued to the

Release to Service (RTS) Authority. d. A Qualification Test Report has been produced in accordance with DID-

0214 and accepted by the Authority.

e. Design Baseline frozen prior to commitment to manufacture. (For avoidance of doubt, this includes all documentation and information)

f. Detailed Factory Acceptance Test 2 Plans have been produced against

the Systems Requirements Document and Verification and Validation Matrix, in accordance with DID-0514.

g. The ISP and its associated ILS element plans have been updated to

reflect the development of the support solution, and the Project Management Plan has been updated to reflect this.

h. A record, agreed with the Authority, that the QA and QS corrective

actions have been implemented and tested. Key Output 72. The Authority shall sentence the review following demonstration by the

Contractor that all Design Phase activities have been successfully achieved, to the satisfaction of the Authority. The Authority shall only permit the Contractor to proceed to the next stage (Full manufacturing) when this has been achieved.

73. The Contractor shall deliver:

a. Minutes of the EPR Review meeting. b. Change proposals to address any issues arising during the EPR. c. Action plan to resolve actions arising during the meeting.



Section 4 - Manufacturing Phase The aim of this section is to describe the Manufacturing Phase. It details those activities, products and decision points required to take the frozen design to volume manufacture.

74. The Manufacturing Phase will commence when the Authority agrees the End of

Design Phase Review is complete, and appropriate action, risk and mitigation plans are in place. The Manufacturing Phase shall include the following stages:

a. Stage 1 – Logistic Support Readiness b. Stage 2 – Initial Volume Production and Factory Acceptance c. Stage 3 – Full Volume Production

Stage 1 – Logistic Support Readiness The aim of this section is to confirm that all ISP activities have been developed and delivered to a scale to support IOC and the commencement of Initial In-Service Support.

Logistic Support Date 75. Logistic Support Date is an Anchor Milestone in accordance with Annex E to

the Contract and Clause 7.5 of the Terms and Conditions of the Contract. 76. The Contractor shall plan (3 months in advance of the delivery of Full Volume

Production – 1st Batch) a Logistic and Maintenance Demonstration (LMD) to demonstrate that the support solution meets the Systems Requirements Document and ISP. In reviewing the ISP-related topics the Contractor shall, as a minimum detail:

a. The status of the ISP and the ISP element plans to confirm the

degree of logistics preparedness for equipment roll-out and introduction to service, and support during the In-Service Support Phase.

b. Prioritised roll-out plans for the distribution of equipment and support

spares to User units, together with clear indicative evidence for the range and scale of spares.

c. Prioritised roll-out of any Contractor-provided test or support

equipment to receiving units and clear indicative evidence supporting the range and scale of this equipment.



d. The status of equipment NSN activity for any EPLB equipment and

spares that will be delivered into the MOD inventory (and become subject to movement and control within the JSC).

e. Prioritised training roll-out plans for “train the trainers” training

developed from Annex H of the ISP.

f. The Contractor’s through life software support capability detailed in the Software Support Plan and its integration with the through life Project Configuration Management programme.

77. The Authority’s Project Manager and ILS Manager will co-chair the LMD

Sentencing Meeting to determine if the demonstrated performance meets the required standard to proceed to In-Service.

78. The Authority shall only permit the Contractor to proceed to the next stage if it

is satisfied that actions to address any issues identified are complete. Key Outputs: The Contractor shall deliver:

a. LMD agreed actions list. b. Minutes of the LMD Sentencing Meeting. c. Change proposals to address any issues arising during the LMD

Sentencing Meeting. d. Action plan to resolve actions arising during the meeting.

Stage 2 – Initial Volume Production and Factory Acceptance The aim of this section is to provide assurance that the Contractor is capable of scaling up production to full rate whilst maintaining quality. 79. The following sequential steps shall be followed:

a. Production Readiness Review (Full Volume).

b. Initial Volume Production – 1st Batch.

c. Factory Acceptance Testing 2.



Production Readiness Review (Initial Volume) 80. The Contractor shall provide the following evidence in order to seek Production

Approval (Initial Volume) from the Authority.

a. The Contractor shall provide evidence that the equipment design is frozen and is under configuration management and control.

b. The Contractor shall confirm the availability of production build sets

and production capacity and capability. c. The Contractor shall confirm full production readiness.

Initial Volume Production – 1st Batch (Initial Operating Capability Quantities) The aim of this section is to produce and deliver the first of class of each EPLB System variant and sufficient quantities to support the Authority’s declaration of IOC. This section also includes key assurance activity of FAT2 which will confirm production quality meets contracted requirements. 81. The Contractor shall produce and deliver (self to self) a batch of production

quality EPLB systems to confirm the mass produced production runs in accordance with their Quality Management Plan. This batch shall consist of the following equipments:

Live Operational : Ejection Variant 529Live Operational : Non-Ejection Variant (worn) 125Live Operational : Non-Ejection Variant (stowed) 120SAR Training Variant 1SERE/FITT Training Variant 142Live Testing Variant 15

Table 1. IOC quantities.

Factory Acceptance Testing 2 (FAT2) 82. FAT2 is an Anchor Milestone in accordance with Annex E to the Contract and

Clause 7.5 of the Terms and Conditions of the Contract. 83. The Contractor shall plan and facilitate a Factory Acceptance Test 2 (FAT2) to

demonstrate that the production quality equipment meets the Systems Requirements Document.

84. The Authority shall select a random sample of 50-off EPLB variants from the

first 200-off produced within the 1st Batch. The primary purpose of early sample testing is to reduce the risk of scrappage and rework, if issues are identified. It should be noted that any rework or reconditioning, of equipment, in addition to any associated costs shall be the Contractors liability.



85. Each of the EPLB Variants shall be tested (against the Factory Acceptance

Test Schedule – DID 0514 and the agreed VVRM - DID 0502) in its installed configuration for each of the AEA configurations.

86. The Authority’s Project Manager will chair the FAT2 sentencing meeting to

determine if the demonstrated performance meets the required standard to proceed to full volume manufacture of the EPLB system.

87. The Authority shall only permit the Contractor to proceed to the next stage (Full

Volume Production) if it is satisfied that FAT2 has been successfully completed to the full satisfaction of the Authority, with all key risks and issues fully addressed and all actions agreed to address any issues


a. FAT2 Testing report in accordance with DID-0515. b. Minutes of the FAT2 sentencing meeting. c. Change proposals to address any issues arising during the FAT2. d. Action plan to resolve actions arising during the meeting. e. Delivery of 1st Batch EPLB Systems to the MOD, once para’s a to d

above have been addressed. f. Initial In-Service Support shall commence once the Authority has

tested and taken delivery of the first First of Class.

g. Full In-Service Support shall commence once the Authority has tested and taken delivery of the last First of Class; 1 off each Live Operational Variant in each of the AEA configurations.

Stage 3 – Full Volume Production The aim of this section is to deliver the remaining requirement for EPLB Systems. 89. The Contractor shall plan the remaining production of EPLB systems in

accordance with their manufacturing capacity, in conjunction with the Authority, to meet an agreed fielding plan (Annex N ISP).

90. The Contractor shall produce batches of production quality EPLB Systems and

deliver them to the Authority in accordance with their Quality Management Plan and the agreed Delivery Schedule at Annex D to the Contract.



End of Manufacturing Phase Review 91. The End of Manufacturing Phase Review is an Anchor Milestone in accordance

with Annex E to the Contract and Clause 7.5 of the Terms and Conditions of the Contract.

92. The End of Phase Review for the Manufacturing Phase shall evaluate the

Contractors achievement of System Acceptance against the whole EPLB requirement. This shall include all equipments, training, declaration of support readiness and the demonstration of progressive assurance of reliability targets, with evidence from FAT, SAT and LSD.

93. The Authority shall only declare this Anchor Milestone complete when it is

satisfied that the Manufacturing Phase has been successfully completed to the full satisfaction of the Authority, with all Manufacturing Phase Contract obligations successfully completed, key risks and issues fully addressed and all actions agreed to address any issues.

94. Pre-requisites for the EMPR are:

a. A record, agreed with the Authority, that all EPLB systems have been successfully delivered.

b. That all agreed LMD actions have been completed to the satisfaction

of the Authority.

Key Outputs: 95. The Contractor shall deliver:

a. An End of Phase Review report of the Manufacturing Phase. b. A revised In Service Support Plan to take account of any actions

arising.



Section 5 – In-Service Support Phase (ISSP) The aim of this section is to describe the products and activities that need to be in place to support the manufactured solution throughout the duration of the Contract. 96. The Support Solution shall be aligned to the maintenance policy of the

equipment and be proportionate to the number of systems in service. 97. The Contractor shall implement and maintain the Support Solution defined in

the ISP. Initial In-Service Support shall commence once the Authority has tested and taken delivery of the first First of Class.

98. Full In Service Support shall commence once the Authority has tested and

taken delivery of the last First of Class; 1 off each Live Operational Variant in each of the AEA configurations.

99. Throughout the duration of the In Service Support period, the Contractor shall

provide all necessary infrastructure and resources and complete the following activities in accordance with the ISP at Annex C to the Contract, which include, but are not limited to:

a. Ensuring sufficiently qualified and experienced personnel, resources,

facilities and test equipment, including reference equipment, are provided to manage and maintain the Support Solution, Post Design Services and Configuration and Change Management, including Obsolescence Management.

b. Project Management activities in accordance with the ISP, including

the maintenance and updates to ISP plans and schedules. c. Provision of transportation of equipment and bonded storage of MOD

owned assets that are held on the Contractors premises in accordance with the agreed ISP.

d. Throughout the life of the Contract, the Contractor shall manage and

maintain the EPLB equipment, which shall include, but not be limited to:

i. Repair and maintenance of all equipment supplied under the Contract to achieve the contracted reliability requirements.

ii. Provide sufficient spares to meet the contracted availability and reliability requirements: the support solution shall achieve Availability of 99.979% of the time measured quarterly over the duration of the Contract.



iii. The disposal of the equipment at the end of its life in accordance

with the Disposal Plan.

iv. The Contractor shall implement a Standard and Priority Technical Support and Technical Investigation process.

a) The Contractor shall provide technical advice to the Authority

on the operation and fault finding of the EPLB system as Business as Usual (BAU) activity. (Standard)

b) The Contractor shall provide technical support and technical

investigations in support of Legal and Regulatory Requirements incumbent upon the Authority. The Contractor shall prioritise these investigations above (BAU) activities and ensure that all sub-contractor agreements include appropriate escalation agreements to ensure a timely response. (Priority)

v. Management of the Fault Recording Analysis and Corrective Action

System (FRACAS) in accordance with the agreed ISP.

Post-Design Services The aim of this section is to maintain the capability throughout the duration of the Contract. 100. Throughout the life of the Contract, the Contractor shall provide Post Design

Services, which shall include, but not be limited to:

a. Provision and management of Configuration Management in accordance with the agreed ISP. Configuration control and management shall cover the design, manufacture, incorporation and approval of modifications needed to rectify equipment performance issues arising in service or as a contracted change requested by the Authority.

b. Provision of Obsolescence Management in accordance with the

agreed ISP. Obsolescence shall be managed and corrective action undertaken by the Contractor to ensure the availability of spares and ability to repair for the contracted period of the Support Solution.

c. Maintenance of Technical Information in accordance with the agreed

ISP. d. Provision and support of Contractor supplied Support and Test

Equipment in accordance with the agreed ISP. e. Maintenance of Training Courseware including but not limited to,

information, media and materials in accordance with the agreed ISP.



f. Implementation of safety and environmental management activities

defined in the Safety and Environmental Management Plan in accordance with the Project Orientated Environmental Management Systems Procedures.

In Service Support (ISS) Review Meetings The aim of this section is to ensure the In Service Support activities are being delivered in accordance with the Contract. 101. The Contractor shall host and provide secretariat support to an ISS review

meeting. 102. The ISS meetings shall be held quarterly, commencing one month from the

Logistic Support Date. 103. Ad-Hoc ISS Meetings shall be convened as necessary. The Contractor shall

meet with the Authority on the next business day to address specific operational matters arising. (e.g. Safety incidents that require immediate action)

104. The Authority’s ILS Manager, or nominated representative, shall chair the

meeting. 105. The ISS Review Meeting shall cover ISS and relevant in-service ILS ,

aspects including, but not limited to:

a. To assess the status of the performance of the EPLB Support Solution.

b. Formally agree attributable and non-attributable failures. c. Review and manage the Configuration Management activities. d. Review and manage the Obsolescence Management activities. e. Review and manage the Safety Management activities. f. Manage Post Design Services (PDS) activities. c. Identify and manage risks and issues associated with the Support

Solution. d. As required, discussion and updates to the key ILS support

documents: the ISP and the ILSP. 106. The Contractor shall provide an In-Service status report at least 5 days in

advance of the ISS review meeting.


UNCLASSIFIED

Annex B to APSCM10015- SRD The content of this Annex will be populated from the successful Tender.

UNCLASSIFIED

Annex C to APSCM10015- ISP The content of this Annex will be populated from the successful Tender.

Annex D to Contract APSCM1/0015

DELIVERY SCHEDULE To be based on the Tenderer’s response to the Special Notices and Invitation to Tenderers para 8.10.1 (Project Schedule – DID 0101), as agreed and accepted by the Authority, to be inserted at Annex D to the Contract prior to award of Contract.

D-1

Annex E to Contract APSCM1/0015

E-1

EPLB ANCHOR MILESTONES

(1) Anchor Milestone

Ser (2) Anchor Milestone Description (3) Anchor Milestone Success Criteria 1 (4) Due Date (No

Later Than)

(5) Payment (Where

Applicable)

In accordance with Annex F to the Contract.

Subject to satisfactory

completion of all Milestone Criteria (3)

01 Critical Design Review (CDR) Completion, and acceptance, of all activities defined in Section 3, Stage 1, paras 46 to 49 of the Statement of Work (Annex A to Contract)

TBA TBA

02 End of Design Phase Review Completion, and acceptance, of all activities defined in Section 3, Stage 3, paras 68-73 of the Statement of Work (Annex A to Contract)

TBA TBA

03 Logistics Support Date Completion, and acceptance, of all activities defined in Section 4, Stage 1, paras 75-78 of the Statement of Work (Annex A to Contract)

TBA TBA

04 Factory Acceptance Testing 2 (FAT2)

Completion, and acceptance, of all activities defined in Section 4, Stage 2, paras 82-88 of the Statement of Work (Annex A to Contract)

TBA TBA

05 End of Manufacturing Phase Review

Completion, and acceptance, of all activities defined in Section 4, Stage 3, paras 91-95 of the Statement of Work (Annex A to Contract)

June 2016 TBA

1 Note to Tenderers – Final milestone success Criteria shall be agreed between the parties prior to offer of Contract.

Annex F to Contract APSCM1/0015

F-1

EPLB MILESTONE PAYMENT PLAN Tenderer’s response to the Special Notices and Invitation to Tenderers para 7.8.5, as agreed and accepted by the Authority,

to be inserted at Annex F to the Contract prior to award of Contract.

Milestone Ser

Milestone Description Milestone Criteria Due Date Firm Price (£)

01

Annex G to Contract APSCM1/0015

LIST OF GOVERNMENT FURNISHED ASSETS (GFA)

Tenderer’s response to the Special Notices and Invitation to Tenderers para 7.7.1, as agreed and accepted by the Authority, to be inserted at Annex G to the Contract prior to award of Contract.

SER GFA DESCIPTION PURPOSE LOAN

TERMS DELIVERY

DATE DURATION (MONTHS)

1

Loan Terms Descriptions

Loan Category Contract Work Item (CWI) Contract Work Arising

(CWA) Contract Support Item

(CSI) Contract Embodiment

Item (CEI)

Description The item/ equipment

being worked on Removed from the Contract Work Item

Item provided to support work on the Contract

Work Item

Item / sub-assembly embodied in the

Contract Work Item

G-1

PROTECT-COMMERCIAL (When Completed)

Annex H to Contract APSCM1/0015

IPR Listing

Table 1: Items to be supplied considered to be proprietary (Background IPR)

Tenderer’s response to the Special Notices and Invitation to Tenderers para 7.11.2, as agreed and accepted by the Authority, to be inserted at Annex H to the Contract prior to award of Contract.

Part Number / Document / Reference

Item Description IPR Information

Tenderer to provide information regarding the nature of the exclusive right (i.e. Copyright, Patent or a Registered or Non-Registered Design Right) and relevant references (e.g. patent numbers)

H-1 PROTECT - COMMERCIAL

PROTECT-COMMERCIAL (When Completed)

Annex H to Contract APSCM1/0015

Table 2: Items to be supplied considered to have been funded under the Contract (Foreground IPR)

Tenderer’s response to the Special Notices and Invitation to Tenderers para 7.11.2, as agreed and accepted by the Authority, to be inserted at Annex H to the Contract prior to award of Contract.

Part Number / Document / Reference

Item Description IPR Information

Information regarding the nature of the IPR developed under Contract APSCM1/0015

H-2 PROTECT - COMMERCIAL

Annex I to Contract APSCM1/0015

DATA ITEM DESCRIPTIONS (DID)

Note to Tenderers: Data Item Descriptions (DIDs) for documents referenced within the Statement of Work (Annex A), and other respective Contract Annexes, will be inserted here prior to Contract Award; the following list summarises the anticipated list of DIDs

to be included for Contract.

DID Reference Description

DID-0100 Project Management Plan

DID-0101 Project Schedule

DID-0102 Product Breakdown Structure

DID-0103 Work Breakdown Structure

DID-0105 Responsibility Assignment Matrix

DID-0109 Joint Risk and Opportunity Register

DID-0110 Safety and Environmental Plan

DID-0111 Safety Case Report

DID-0112 Hazard Log

DID-0115 Project Status and Management Report

DID-0117 Project Assumptions, Dependencies and Exclusions List

DID-0118 Legislation Compliance Report

DID-0119 Legislation Register

DID-0213 System Engineering Plan

DID-0206 Software Development Plan

DID-0208 Design Review Plan

DID-0209 Qualification Test Plan

DID-0210 Human Factors Integration Plan

DID-0211 High Level Design

DID-0214 Qualification Test Report

DID-0500 Test, Evaluation and Acceptance Plan

DID-0501 Test, Evaluation and Acceptance Schedule

DID-0502 Verification and Validation Matrix

DID-0503 Test, Evaluation and Acceptance Plan - Variant Annex

DID-0514 Factory Acceptance Test Schedule

DID-0515 Factory Acceptance Test Report

DID-0516 Site Acceptance Test Schedule

DID-0517 Site Acceptance Test Report

DID-0700 Integrated Support Plan (Annex C to Contract)

DID-0701 ISP Annexes

I-1

Annex J to Contract APSCM1/0015

J-1

TASK AUTHORISATION FORM

Contractor Project Management

Branch Contract No:

Task No:

DE&S Project Manager – Air Platform Systems Project Team Walnut 0C #1032 MoD Abbey Wood BRISTOL BS34 8JH Tel: 030 679 31220

Issue No:

Part 1: TASK REQUIREMENT (to be completed by Project Officer)

Request for quotation on the work to be carried out under the above Contract. (Use separate sheet if required)

Required deliverables and interdependencies Required Completion Date

Signature Name Appointment Date

Authority’s Project Officer

Part 2: FIRM PRICE QUOTATION BY CONTRACTOR (Use separate sheet if required) Detailed description of the work that the contractor intends to carry out to meet the requirement at Part 1. Comprehensive breakdown of all cost components including materials/sub contractors against task follows. A copy of the sub-contractor quotations shall support tasks where the sub-contractor proposals exceed £5k.

J-2

Part 2: Price Breakdown

Details of the individual elements of work to be carried out, including travel and subsistence

and sub-contractors

Material Costs

No. of Labour Hours

Hourly Rate

Firm Price

Task Completion Date

Total Firm Price


Once completed return to the Commercial Office

Part 3: PROJECT OFFICER AUTHORISATION

The statement of work and associated cost breakdown at Part 2 reflects the most effective means available to satisfy the requirement at Part A.


Part 4: COMMERCIAL BRANCH AUTHORISATION. The work detailed is unique to this task and not covered by other commercial agreements between the MOD and the contractor. The price breakdown above is of sufficient detail and is acceptable. The Contractor is duly authorised to carry out the work detailed in Part 2, for the firm price detailed at Part 2 of this form and within the agreed time-scale, in accordance with the Contract Terms and Conditions.


Once approved at Parts 3 and 4 pass a copy to the Project Officer

Part 5: TASK COMPLETION. This is to certify that the Task requirement at Part A has been completed to the satisfaction of the Project Officer and payment can be claimed.


Annex K to Contract APSCM10015

CONTRACTOR CHARGING RATES

The Tender shall provide charging rates for inclusion into the Contract in accordance with 7.8.1 of the SNITs.

K-1

Annex L to Contract APSCM1/0015

Contract Data Requirements (DEFFORM 315) List

CDR Ref DESCRIPTION

01 EPLB Operator Manual 02 EPLB Maintainer Manual 03 EPLB “Service Fit” Jacket Configuration Design and Instructions 04 EPLB Training Course Documentation 05 EPLB High Level Design Description 06 Design

L-1

Appendix 1 to Annex L to Contract APSCM1/0015 DEFFORM 315 (Edn 2/98)

Ministry of Defence

CONTRACT DATA REQUIREMENT

1. ITT/Contract Number APSCM1/0015

2. CDR Number 01

3. Data Category Operation

4. Contract Delivery Date To Be Confirmed

5. Equipment/Equipment Subsystem Description Emergency Personal Locator Beacon [EPLB]

6. General Description of Data Deliverable EPLB System Operators Manual

7. Purpose for which data is required To enable users to be able to operate the EPLB system equipment. The EPLB operator’s manual shall detail the how to operate each of the EPLB system variants.

8. Intellectual Property Rights a. Applicable DEFCONs DEFCON15 (Edn.02/98) - Design Rights and Rights to Use Design Information DEFCON21 (Edn.10/04) - Retention of Records b. Special IP Conditions

9. Update/Further Submission Requirements 10. Medium of Delivery Electronic transfer and post or by hand MS Word and Portable Document Format

11. Number of Copies 1 Hard Copy 1 Soft Copy


Ministry of Defence

CONTRACT DATA REQUIREMENT 1. ITT/Contract Number APSCM1/0015

2. CDR Number 02

3. Data Category Maintenance



6. General Description of Data Deliverable EPLB System Maintainers Manual

7. Purpose for which data is required To enable users to be able to maintain the EPLB system equipment. The EPLB maintainer’s manual shall detail the repair and maintenance activates for each of the EPLB system variants.

8. Intellectual Property Rights a. Applicable DEFCONs DEFCON16 (Edn.10/04) – Repair and Maintenance Information DEFCON21 (Edn.10/04) - Retention of Records b. Special IP Conditions


11. Number of Copies 1 Hard Copy 1 Soft Copy


Ministry of Defence


2. CDR Number 03

3. Data Category Maintenance



6. General Description of Data Deliverable EPLB “Service Fit” Jacket Configuration Design and Instructions

7. Purpose for which data is required To enable RAF service personnel to be able to integrate the EPLB system variants into the respective RAF jackets in accordance with the following standards; • DEF STAN 05- 123/1 Chap 310 -

detailed instructions for producing a Defence Modification Leaflets (DML); and, DEF STAN 05-125/2 for Electronic Equipment

• JSP 886 Volume 4 Part 301: Modifications


9. Update/Further Submission Requirements 10. Medium of Delivery Electronic transfer and post or by hand. Format TBA.

11. Number of Copies TBA


Ministry of Defence

CONTRACT DATA REQUIREMENT

1. ITT/Contract Number APSCM1/0015

2. CDR Number 04

3. Data Category Operation and Maintenance



6. General Description of Data Deliverable EPLB Training Course Documentation

7. Purpose for which data is required To enable RAF service personnel to train users and maintainers of the EPLB System in accordance with the following standards; • JSP 822 – Governance and

Management of Defence Individual Training and Education; covers Defence Systems Approach to Training (DSAT) (incl training quality, course design, formats etc)

• JSP 96 – Defence Logistics Training and Education

• JSP 886 Vol 7, Part 8.01 – Training and Training Equipment





Ministry of Defence


2. CDR Number 05

3. Data Category Design



6. General Description of Data Deliverable EPLB High Level Design Description In accordance with DID EPLB- 0211

7. Purpose for which data is required The High Level Design Description is required to inform the Authority of the system concept, when required, as specified in Annex N to the Contract.


9. Update/Further Submission Requirements 10. Medium of Delivery Electronic transfer and post or by hand. Format TBA



Ministry of Defence


2. CDR Number 06

3. Data Category Technical Information



6. General Description of Data Deliverable Product Definition Information i.a.w: Defence Standard 05-10 Issue 6 Feb 2013 and Para 46(f) of the Statement of Work (Annex A to Contract)

7. Purpose for which data is required Technical basis for product verification activities, (including audits), and for change actions taken during all phases of the product life cycle. Technical information to enable the Analysis, Assessment, Configuration Management, Modification, manufacture, inspection, testing, packaging, installation, safe operation, servicing and disposal of the equipment.


9. Update/Further Submission Requirements 10. Medium of Delivery TBA


Annex M to Contract APSCM1/0015

Ministry of Defence

Commercial Exploitation of Defence Equipment Developed at Government Expense

[CEL Agreement No.]*

Interpretation etc.

1. In this Agreement the following shall have the effect with respect to interpretation:

a. 'the Contract(s)' mean(s) Contract No(s)............. between the Ministry and the Contractor relating to/for ....................................... ;

b. 'Contract Article' means any article which uses the design produced under the Contract(s) and includes any sub-assemblies, components or spares thereof;

c. 'Government-funded tooling' means jigs and tools, etc, provided or paid for by the Ministry and required for the production of a Contract Article;

d. the 'Contractor' includes any subsidiary or associated company of the Contractor;

e. 'leviable transaction' means a sale or any other transaction giving rise to levy under this Agreement;

f. the 'Contractor's selling price' means, subject to the proviso hereto, the price for which the Contractor invoices his customer but excluding the cost of such of the following elements as are applicable and can be identified to the satisfaction of the Ministry:

(1) Freight costs and insurance.

(2) Cost of packing not developed at UK Government expense.

(3) The cost of ECGD servicing and other sales finance charges including interest on customer credit.

(4) The cost of any MOD inspection.

(5) Installation and commissioning costs where installation and commissioning form no part of the work under the development contract(s).

(6) Agents' fees and commission.

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(7) The price paid by the Contractor for an article or articles supplied to him by a third party for incorporation in the Contract Article, but only if such third party has a separate commercial exploitation agreement with the Ministry relating to such article or articles and has been informed by the Contractor that such article or articles are being used for a leviable transaction.

(8) Value Added Tax where applicable.

Provided that any element of profit which the contractor has included in the above items (1) - (8) shall not be so included.

g. 'Profit' other than for the purposes of the proviso to sub-clause (f) of this Clause means the difference between the Contractor's selling price and the allowable costs prescribed by the Ministry for the purpose of the sale in question, provided such difference is a positive sum.

Sales and Licences

2. Should the Contractor sell any Contract Article, other than for any purpose set out in Clauses 5 and 6 hereof, the Contractor shall pay to the Ministry:

a. a levy for the use of the design to be calculated at 7.5 per cent of the Contractor's selling price [except that the percentage rate of levy may be revised at the end of the development contract if the Contractor or the Ministry can demonstrate that the design relied more, or less, on private venture research and development than was assumed in agreeing the levy rate]*.

b. a levy of 2.5 per cent of the Contractor's selling price for the use of Government-funded tooling except that the rate of 2.5 per cent shall be reduced appropriately where a substantial part of jigs and tools etc used in connection with a sale or other transaction has not been provided or paid for by the Ministry:

except that, unless otherwise agreed by the Ministry, levy on individual sales above £15M in value (for which purpose contemporaneous sales of the same equipment to the same customer will count as one sale) will be payable on an appropriate profit-sharing basis to be agreed between the Contractor and the Ministry before the contract of sale is entered into. The threshold of £15M may be increased from time to time by the Ministry, in relation to future sales, to take account of inflation.

3. Should the Contractor grant a licence to manufacture Contract Articles, the Contractor shall pay to the Ministry a levy calculated at 33.3 per cent of the gross receipts of the Contractor in money by way of royalties, licence fees or otherwise in respect thereof:

Provided that:

M-2


a. where the consideration consists wholly or in part of some benefit other than money the levy shall, in lieu of or in addition to such payments (as the case may be), consist of or include a sum representing 33.3 per cent of what may reasonably be regarded as the value of the said benefit; and

b. the Contractor shall not grant any licence for which there is no consideration, or only nominal consideration, without first agreeing with the Ministry what levy if any should reasonably be paid to the Ministry in respect of such licence; and

c. where the licensee pays for parts supplied in addition to paying his licence fee for manufacturing Contract Articles, levy on such parts shall be due in accordance with Clause 2 above in addition to the rate due under this clause. The receipts by the Contractor in respect of such parts shall not be regarded as receipts in respect of the licence on which the levy of 33.3 per cent is charged.

4. Payment of levy is deemed to include payment for the use of any industrial property rights owned by the Ministry in connection with a sale or other transaction giving rise to levy under this Agreement.

5. No levy shall be payable in respect of:

a. purchases by the Ministry;

b. sales to another UK Government Contractor or sub-contractor when the Contract Articles concerned can be clearly identified as being supplied to meet the requirements of the Ministry;

c. substantial individual equipments not developed at UK Government expense.

6. In the case of sales to the Government of Australia, whether directly or under a sub-contract, of Contract Articles which are Guided Weapons or other items which have been developed with the aid of the Joint Project facilities at the Weapons Research Establishment, Woomera, and of spares for elements of such systems, the levy shall be restricted to a charge for the use of Government-funded tooling in accordance with Clause 2(b).

Sales of or Licensing of Spares or Parts

7. The sale of or licence to manufacture spares or parts of Contract Articles shall attract levy in accordance with this Agreement unless the Ministry agrees that an allowance may be made for any elements of the design of any such spare or part that were not developed at UK Government expense or a reduced rate of levy shall apply on all such spares and parts where there are practical difficulties in distinguishing between those which attract the full rate of levy, those which attract a reduced rate of levy and those on which no levy is due.

Derivatives

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8. Should the Contractor sell, refurnish, recondition, maintain, lend, hire, or grant a licence to manufacture any articles in any further stage of development or articles based on the design of, or using design features of, or being a scaled version of, the Contract Article, levy calculated in accordance with this Agreement shall be due to the Ministry only to such extent as shall be reasonable in the circumstances. Subject to this the provisions of this Agreement shall apply.

Refurbishing or Reconditioning

9. Should the Contractor for resale or otherwise refurbish or recondition any Contract Articles (except at no charge to the customer under defects liability obligations) the Contractor shall pay to the Ministry a levy consisting of:

a. a sum calculated in accordance with this Agreement on the selling price of any new sub-assemblies, components and spare parts embodied in the reconditioned or refurbished Contract Articles; and

b. a sum for any use of Government-funded tooling (other than any used only in the manufacture of the said new sub-assemblies, components and spare parts) calculated as in Clause 2(b) on the Contractor's selling price of the said reconditioned or refurbished Contract Articles after deduction of the selling price of any new sub-assemblies, components and spare parts embodied in the reconditioned or refurbished Contract Articles.

Maintenance Agreements

10. Where an agreement for the maintenance of Contract Articles between the Contractor and another party for a fee includes the provision of parts and spares of such Contract Articles not separately invoiced, a levy calculated in accordance with this Agreement will be due on that proportion of the maintenance fee which represents a reasonable estimate for the provision of such parts and spares.

Loan or Hire of Contract Articles

11. Should the Contractor enter into any Agreement for lending any Contract Articles or for otherwise making such Articles available to a third party except by way of sale, the Contractor shall pay to the Ministry a levy calculated as specified under Clause 2 hereof of the gross receipts of the Contractor.

Provided that:

a. where the consideration consists wholly or in part of some benefit other than money the levy shall, in lieu of or in addition to such payment (as the case may be), consist of or include a sum calculated in accordance with Clause 2 hereof and based on what may be reasonably regarded as the value of the said benefit; and

b. the Contractor shall not enter into any Agreement (as set out in this clause) for which there is no consideration, or only nominal consideration,

M-4


unless the Ministry has agreed what levy, if any, should reasonably be paid to the Ministry in respect of such Agreement.

12. Unless the Contract Article is subsequently sold, no levy shall be due where the Contractor makes a Contract Article solely for his own research or development purposes or for his own demonstration or sales promotion purposes, except in respect of use of Government-funded tooling. Contract Articles made and used by the Contractor for any other purpose shall attract levy at normal rates in accordance with Clause 2.

Abatement of Levy

13. Where, in the circumstances of an individual sale, the Contractor considers that the effect upon his selling price of inclusion of levy rates calculated in accordance with Clause 2 would be such as to prejudice his chances of completing the sale, or would result in an unreasonably low profit, it shall be open to the Contractor before the sale contract is entered into to seek the approval of the Ministry to an abatement scheme in accordance with the provisions of Clauses 14 and 15 herein. Provided that the Contractor's cost accounting system is adequate in the opinion of the Ministry to provide the statements of allowable costs necessary to implement the scheme such approval will not be unreasonably withheld.

14. The abatement scheme shall generally determine levy on the basis of outturn profitability of the sale in question expressed as a percentage on the allowable costs as prescribed for this purpose by the Ministry and shall apply as follows:

a. where Government-funded tooling is used, the first half percent of profit on cost shall be payable to the Ministry;

b. the next 5% of profit on cost (or the initial 5% where sub-clause 14(a) does not apply) shall be retained by the Contractor;

c. the remaining profit, without upper limit, shall be shared between the Ministry and the Contractor in the ratio of 1:1 until a total profit of 25% on cost has been reached, and thereafter in the ratio of X:1.

Note: X should be one-fifth of the total normal unabated levy rates, but never less than 1).

15. Once a request to apply the abatement scheme has been approved by the Ministry it shall not thereafter be revoked by either party for the sale in question. The Contractor shall provide on request and in a specified form a certified statement of costs and profitability and such facilities as may be necessary for the Ministry, if it so desires, to verify the statements. Where the value of the sale is less than £500,000 any abatement of levy may at the discretion of the Ministry, be settled (before the sale contract entered into is concluded) on the basis of the expected outturn profitability provided the request for abatement is supported by adequate evidence and reasonable notice is given to the Ministry.

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Notification of Leviable Transactions

16. The Contractor shall notify details including, where appropriate, the expected value of the sale, to the Ministry acquisition team named in the Contract quoting the number of the Contract / CEL Agreement No.:

a. in respect of a sale of any Contract Articles or of a development or derivation thereof:

(1) as soon as it becomes apparent that a sale (or contemporaneous sales of the same equipment to the same customer) above £15M in value (or such higher value as may be notified by the Ministry from time to time) may arise;

(2) immediately a first sale of lesser value is entered into;

b. immediately any negotiations for the grant of a licence for the manufacture of any Contract Articles, or of a development or derivation thereof, is entered into (the Ministry reserves the right in this connection to be supplied with a copy of the terms of the licence agreement); or

c. in respect of any leviable transaction other than a sale or licence relating to any Contract Articles, or to a development or derivation thereof:

(1) immediately the transaction is entered into where the rate of levy is laid down in this Agreement;

(2) immediately negotiations are entered into where the appropriate rate of levy has not been agreed;

d. when any proposed extension or alteration to the transactions set out in (a) (1), (b) or (c) (2) is considered.

Cancelled Orders

17. Where a sale is cancelled after some work in aid of the sale involving the use of Government-funded tooling has been undertaken, a levy shall be due in respect of such use calculated on a fair and reasonable basis. Where the Contractor has received any payments, whether from his customer or otherwise which he is entitled to retain, in respect of work done or in hand, or in respect of any claim arising out of the cancellation, levy shall also be due on a fair and reasonable basis having regard to the reasonable costs and claims which the Contractor may have to meet therefrom. The Contractor shall notify any such cancellation to the Ministry acquisition team named in the Contract and shall provide such information as may reasonably be required for the determination of the levies payable under this Clause. Should any Contract Article (or article falling under Clause 8) manufactured or in course of manufacture prior to cancellation subsequently be re-sold levy will again be due on the normal basis.

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18. The liability of the Contractor to the Ministry for any sum due under this Agreement shall accrue:

a. in respect of sales, on the date of delivery ex-Contractor's works or, where the sale contract so prescribes, upon shipment;

b. in respect of cancelled sales, six months after the date of cancellation or such longer period as may be agreed;

c. in the case of licences, and in any other case in which levy is based on gross receipts by the Contractor in respect of an agreement relating to Contract Articles, on the date of receipt by the Contractor of each payment;

d. in respect of the use of Government-funded tooling where no other liability for levy arises, upon completion of the work in question, except that if the work takes longer than a year interim payments of levy will accrue as deliveries take place. In the event of cancellation of the sale liability will accrue six months thereafter;

e. in respect of any Variation of Price settlements on receipt of payment by the Contractor.

Payment of levy shall be in accordance with the Accounting provisions at Clauses 21-24 below.

19. Where an abatement scheme has been approved in accordance with Clauses 13-15 the Contractor shall be liable for interim payment of levy in accordance with the provisions of Clause 18 at one half the appropriate unabated levy rate unless the Ministry agrees otherwise. A final adjustment to or from the Ministry shall be made as soon as it is practicable after completion of the sale. The Ministry reserves the right to review and alter interim rates of levy from time to time and agrees to carry out such a review upon request by the Contractor.

20. Should the Contractor fail to provide statements under Clause 22 within a reasonable time the Ministry reserves the right to assess the levy payable and to recover the same.

Accounting

21. The Contractor shall supply to DFM-FMSSC-IR-IP1-12F, 1st Floor, Walker House, Exchange Flags, Liverpool L2 3YL, two copies of a statement (see clause 22) at [........] intervals commencing with first sale or licensing arrangements (see Clause 16).

22. The statement shall contain information concerning every sale, licence or other transaction in respect of which levy accruing during the period to which the statement relates is payable, and in particular shall specify:

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a. the nature of the transaction (making clear under which of the Clauses 2-12 hereof it falls) and the date thereof and the name and address of the other party or parties thereto:

b. in the case of a sale, the quantity and type of equipment sold, the selling price, and in any other case, the gross receipts in money in respect thereof and the nature and value of any consideration other than money;

c. any other matters relevant to determining the levy payable;

d. the sum (to the nearest pound) computer to be payable by the Contractor to the Ministry in respect of each transactions (including a provisional sum in any case in which the sum depends upon a reasonable figure yet to be agreed with the Ministry).

23. The statement shall be provided not later than two months after the close of the period to which it relates once a first sale or licensing has been agreed and 'nil' statements shall thereafter be provided whenever appropriate. Where there are NIL returns over a number of years and no evident prospect of a future leviable activity or receipt the contractor should approach the Ministry acquisition team commercial officer regarding future reporting and future CEL arrangements.

24. Each statement shall be accompanied by a payment covering the accrued levy calculated by the Contractor to be due and set out in the statement (plus VAT where applicable). Invoices in respect of any other accrued levy will be issued to the Contractor by DFM-FMSSC-IR-IP1-12F, Ministry of Defence. Payments (including VAT where applicable) shall be made to the Secretary of State for Defence at the address to which statements are to be supplied, or at the address stated on the invoice, as appropriate.

25. Two copies of an annual certificate that the sums reported on the statements are correct and complete and in accordance with the Contractor's books of account and records or that no sales have been made or licences granted or other leviable transactions entered into, shall be obtained by the Contractor from his Auditors and shall be forwarded to DFM-FMSSC-IR-IP1-12F not later than six months after the end of the Contractor's financial year.

26. For the purpose of verifying the statements the Contractor shall maintain proper books of account and records at his premises and shall make them available for inspection at all reasonable times by the representatives of the Ministry and of the National Audit Office.

Recovery of Sums Due

27. Whenever under this Agreement any sum of money shall be recoverable from or payable by the Contractor, the same may be deducted from any sum then due, or

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which at any time thereafter may become due, to the Contractor under any contract with the Ministry or with any Department or Office of Her Majesty's Government.

Arbitration etc

28. This Agreement shall be considered as an agreement made in England** and subject to English Law**.

29. All disputes, differences or questions between the parties to this Agreement with respect to any matter arising out of or relating to this Agreement shall be referred to the arbitration of two persons (one to be appointed by the Ministry and one by the Contractor) or their Umpire, in accordance with the provisions of the Arbitration Act 1996.**

(** Amend as necessary should Scots Law apply - the revision should be modelled on DEFCONs 529A and 530A, omitting from the latter references to other conditions and matters on which MOD's decision is final.)

30. Nothing in this Agreement shall be construed as relieving the Contractor from responsibility for:

a. obtaining the necessary export licence as applicable to any overseas sale;

b. obtaining any necessary release from security restrictions in force for the Contract Articles.

31. Contractors are advised to consult the Defence Export Services Organisation, St Georges Court, 2-12 Bloomsbury Way, London WC1A 2SH, on a case by case basis before making offers to sell Contract Articles overseas.

Signed: Signed: (MOD Commercial) (Contractor)

Date: Date

* Delete words in parentheses as appropriate.

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Annex N to Contract APSCM1/0015

CONTRACT DATA DELIVERABLE LIST (CDDL)

List Ser

Description

DID Reference 1

(if applicable)

Contract Data

Requirement 2 Reference

(if applicable)

Due Date

01 Project Management Plan DID-0100 n/a

To be updated and delivered at each of the end of phase reviews in accordance with Sections 3, 4 and 5 of the Statement of Work (Annex A to Contract)

02 Project Schedule DID-0101 n/a To be updated and delivered at each of the end of phase reviews in accordance with Sections 3

03 Product Breakdown Structure DID-0102 n/a To be updated and delivered at each of the end of phase reviews in accordance with Sections 3

04 Work Breakdown Structure DID-0103 n/a To be updated and delivered at each of the end of phase reviews in accordance with Sections 3

05 Responsibility Assignment Matrix DID-0105 n/a To be updated and delivered at each of the end of phase reviews in accordance with Sections 3

06 Project Status and Management Report DID-0115 n/a To be completed on a monthly basis following effective date of Contract.

07 Project Assumptions, Dependencies and Exclusions List

DID-0117 n/a To be updated upon agreement between the Contractor and the Authority, if required.

08 Joint Risk and Opportunity Register DID-0109 n/a To be completed on a monthly basis following effective date of Contract.

09 Safety and Environmental Plan DID-0110 n/a To be updated and delivered at each of the end of phase reviews in accordance

1 List of DIDs at Annex I to Contract 2 Contract Data Requirement List at Annex L to Contract

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Contract DID Data

List Ser

Description Reference 1 Requirement Due Date 2 Reference (if

(if applicable) applicable)

with Sections 3, 4 and 5 of the Statement of Work (Annex A to Contract)

10 Safety Case Report DID-0111 n/a To be updated and delivered together with each update of the Safety and Environmental Management Plan (SEMP)

11 Hazard Log DID-0112 n/a

To be maintained by the Contractor throughout the design, manufacture and in-service support phases of the Contract, and to be delivered at each of the end of phase reviews.

12 Legislation Compliance Report DID-0118 n/a


13 Legislation Register DID-0119 n/a

To be maintained by the Contractor throughout the design, manufacture and in-service support phases of the Contract, and to be delivered at each of the end of phase reviews.

14 Integrated Support Plan (Annex C to Contract)

DID-0700 n/a

First Contract version due within 30 days of Contract Award - to be updated and delivered at each of the end of phase reviews in accordance with Sections 3, 4 and 5 of the Statement of Work (Annex A to Contract)

15 ISP Annexes DID-0701 n/a Included as part of DID-0700

16 System Engineering Plan DID-0213 n/a


17 Design Review Plan DID-0208 n/a To be updated and delivered at each of the end of phase reviews in accordance

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Contract DID Data

List Ser



with Sections 3, 4 and 5 of the Statement of Work (Annex A to Contract)

18 Human Factors Integration Plan DID-0210 n/a


19 High Level Design DID-0211 CDR 05


20 Test, Evaluation and Acceptance Plan DID-0500 n/a To be delivered at Critical Design Review (CDR) in accordance with the Statement of Work (Annex A to Contract)

21 Test, Evaluation and Acceptance Schedule DID-0501 n/a TO be delivered with the Test, Evaluation and Acceptance Plan (TEAP).

22 Verification and Validation Matrix DID-0502 n/a

To be delivered as a draft within 30 days of Contract award and final versions at Critical Design Review (CDR) in accordance with the Statement of Work (Annex A to Contract).

23 Test, Evaluation and Acceptance Plan - Variant Annex

DID-0503 n/a Included as part of DID-0502

24 Qualification Test Plan DID-0209 n/a


25 Factory Acceptance Test Schedule DID-0514 n/a


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Contract DID Data

List Ser



26 Factory Acceptance Test Report DID-0515 n/a In accordance with the Factory Acceptance Test Schedule (DID-0514)

27 Site Acceptance Test Schedule DID-0516 n/a


28 Site Acceptance Test Report DID-0517 n/a In accordance with the Acceptance Test Schedule (DID-0516)

29 Qualification Test Report DID-0214 n/a In accordance with the Qualification Test Schedule (DID-0209)

30 Software Development Plan DID-0206 n/a


31 Monthly Progress Reports n/a n/a To be delivered on a monthly basis following effective date of Contract.

32

Minutes of Review Meetings including; Project Review Meetings Project Safety and Environmental Meetings System Definition Review Production Design Review Qualification Readiness Review

n/a n/a

Minutes to be delivered as a draft for Authority’s comment within 5 working days of each meeting, within and final versions to be issued within 10 working days of each meeting.

33 Critical Design Review Pack n/a n/a

To be delivered 20 working days prior the Critical Design Review (CDR) in accordance with the Statement of Work (Annex A to Contract).

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Contract DID Data

List Ser



34 Preliminary Design Review Pack n/a n/a

To be delivered 10 working days prior the Preliminary Design Review (PDR) in accordance with the Statement of Work (Annex A to Contract).

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Annex O to Contract APSCM1/0015

DEFFORM 177 (Edn 3/80)

Ministry of Defence

Design Rights and Patents (Sub-Contractor’s Agreement)

Notes for Guidance

1. This note has been devised as an aid to the completion of DEFFORM 177. 2. This top sheet is to be detached before inclusion of the Agreement in a Contract or

before submission to a sub-contractor. 3. In a draft for typing it will normally only be necessary to give instructions as follows:

(although, if the Typing Pool is not one which is dedicated to Contracts work under the “Glasgow System” it will be necessary to attach a copy of DEFFORM 177).

Use a DEFFORM 177 and insert: a.* the date of the Agreement; b.* the sub-contractor’s full name; c.* the sub-contractor’s registered address; d. paragraph 1 - the full name of the main Contractor; e. paragraph 1 - the Contract number of the main contract; f. paragraph 1 - the description of the equipment being designed and developed

under the main contract as shown on the Schedule of the Contract; g.* First Schedule - List of items appropriate to the sub-contract in question (the sub-

contractor may insert these himself if necessary); h. Second Schedule - List of the relevant Intellectual Property Rights conditions

applicable to the Contract (i.e. DEFCONs 14, 15, 15A, 90, 91 and 126 etc.). 4. It will also be necessary to amend the references to “design and development” should the

subject Contract be a Feasibility Study, Project Definition etc. 5. Similarly, as DEFFORM 177 is a drafting form, no references to the DEFFORM should

appear in the Contract. This will require: a. the deletion of the legend “DEFFORM 177 (Edn / )”; b. that any references required in the Contract should refer to “the Agreement in the

form set out in Annex ................... to the Contract”. 6. Two copies of the DEFFORM should be signed by a responsible officer on behalf of the

sub-contractor and both of these should be returned for signature by the MOD representative. One copy is for the sub-contractor to retain, and the other is for retention by the Contracts Branch.

*N.B. This information will not necessarily be available at the drafting stage.

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Ministry of Defence

Design Rights and Patents

(Sub-Contractor’s Agreement)

THIS AGREEMENT is made the day of 20 BETWEEN whose registered office is at (hereinafter called "the Sub-Contractor") of the one part and THE SECRETARY OF STATE FOR DEFENCE (hereinafter called "the Secretary of State") of the other part WHEREAS:- 1. The Secretary of State has placed with

(hereinafter called "the main contractor") a contract bearing the reference number (hereinafter called "the main contract") for the design and development of the effect of which is that the costs of such design and development (including the cost referable to any sub-contracts hereinafter referred to) will be substantially borne by the Secretary of State.

2. The main contractor contemplates that the design development and supply of certain

components needed for performance of the main contract will be undertaken by various third parties in pursuance of sub-contracts made between them and the main contractor.

3. With a view to securing to the Secretary of State rights as regards inventions designs and

other related matters in respect of any sub-contract the main contract provides that the main contractor shall not enter into any sub-contract for any component aforesaid without obtaining the prior approval of the Secretary of State.

4. The main contractor has now informed the Secretary of State that for the purpose of

performing the main contract he wishes to place with the Sub-Contractor a sub-contract for the design and development of the items described in the First Schedule (hereinafter called "the sub-contracted items") and has requested the Secretary of State's approval of the sub-contract accordingly.

5. The Secretary of State has signified his willingness to approve the sub-contract on

condition that in consideration of his giving approval the Sub-Contractor enters into a direct Agreement with the Secretary of State concerning the matters hereinafter appearing and the Sub-Contractor has signified his willingness to enter into such an agreement.

NOW THIS AGREEMENT made in consideration of the premises and of the rights and liabilities hereunder mutually granted and undertaken WITNESSETH AND IT IS HEREBY AGREED AND DECLARED as follows:- 1. The Sub-Contractor and the Secretary of State hereby agree to be bound to each other

by the provisions of the Conditions as set out in the Second Schedule hereto.

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2. No extension alteration or variation in the terms of the sub-contract between the main

contractor and the sub-contractor and no other agreement between the main contractor and the sub-contractor relating to the work to be done under the sub-contract or any modification now or hereafter made thereto shall prejudice the operation of this Agreement which shall in all respects apply to the sub-contract as so extended altered varied supplemented or modified as if such extension alteration variation supplementation or modification had been originally provided for in the sub-contract and the expression "the sub-contract items" shall have effect accordingly.

IN WITNESS whereof the parties hereto have set their hands the day and years first before written Signed on behalf of the Sub-Contractor

(in capacity of ) Signed on behalf of The Secretary of State for Defence

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THE FIRST SCHEDULE The Sub-Contract Items are:- --------------------------------------------------------------------------------------------------------------------------------

THE SECOND SCHEDULE The Clauses which apply to this Agreement are:- To be inserted as appropriate

except that: (i) Where "the Contractor" is stated "the Sub-Contractor" shall be substituted. (ii) Where "the Authority" is stated "the Secretary of State" shall be substituted. (iii) Where "Contract" is stated "sub-contract" shall be substituted. (iv) Where "sub-contractor" is stated "further sub-contractor" shall be substituted. (v) Where "sub-contract" is stated "further sub-contract" shall be substituted.

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Annex P to Contract APSCM1/0015

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TUPE APPENDICIES Appendix 1

CONTRACTOR PERSONNEL-RELATED INFORMATION TO BE RELEASED UPON RE-TENDERING WHERE THE TRANSFER REGULATIONS APPLIES

1. Pursuant to paragraph 2.7.2.1.1.2 of the Contract, the following information will

be provided:

a) The total number of individual employees (including any employees of Sub-Contractors) that are currently engaged, assigned or employed in providing the Services and who may therefore be transferred. Alternatively the Contractor should provide information why any of their employees or those of their Sub-Contractors will not transfer;

b) The total number of posts or proportion of posts expressed as a full-time equivalent value that currently undertakes the work that is to transfer;

c) The preceding 12 months total pay costs – (Pay, benefits employee/employer ERNIC and Overtime);

d) Total redundancy liability including any enhanced contractual payments;

2. In respect of those employees included in the total at 1(a), the following information:

a) Age (not date of Birth);

b) Employment Status (i.e. Fixed Term, Casual, Permanent);

c) Length of current period of continuous employment (in years, months) and notice entitlement;

d) Weekly conditioned hours of attendance (gross);

e) Standard Annual Holiday Entitlement (not "in year" holiday entitlement that may contain carry over or deficit from previous leave years);

f) Pension Scheme Membership:

g) Pension and redundancy liability information;

h) Annual Salary;

i) Details of any regular overtime commitments (these may be weekly, monthly or annual commitments for which staff may receive an overtime payment);

j) Details of attendance patterns that attract enhanced rates of pay or allowances;

k) Regular/recurring allowances;

l) Outstanding financial claims arising from employment (i.e. season ticket loans, transfer grants);

3. The information to be provided under this Appendix 1 should not identify an

individual employee by name or other unique personal identifier unless such information is being provided within 14 days of the Subsequent Transfer Date.

4. The Contractor will provide (and will procure that the Sub-Contractors provide)

the Authority/tenderers with access to the Contractor's and Sub-Contractor’s general employment terms and conditions applicable to those employees identified at paragraph 1(a) of this Appendix 1.


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Appendix 2

PERSONNEL INFORMATION TO BE RELEASED PURSUANT TO THIS CONTRACT

Part A

1. Pursuant to paragraph 2.7.2.1.2.1 of the Contract, the written statement of employment particulars as required by section 1 of the Employment Rights Act 1996 together with the following information (save where that information is included within that statement) which will be provided to the extent it is not included within the written statement of employment particulars:

1.1 Personal, Employment and Career

a) Age;

b) Security Vetting Clearance;

c) Job title;

d) Work location;

e) Conditioned hours of work;

f) Employment Status;

g) Details of training and operating licensing required for Statutory and Health and Safety reasons;

h) Details of training or sponsorship commitments;

i) Standard Annual leave entitlement and current leave year entitlement and record;

j) Annual leave reckonable service date;

k) Details of disciplinary or grievance proceedings taken by or against transferring employees in the last two years;

l) Information of any legal proceedings between employees and their employer within the previous two years or such proceedings that the transferor has reasonable grounds to believe that an employee may bring against the transferee arising out of their employment with the transferor;

m) Issue of Uniform/Protective Clothing;

n) Working Time Directive opt-out forms; and

o) Date from which the latest period of continuous employment began.

1.2 Performance Appraisal

a) The current year's Performance Appraisal;

b) Current year’s training plan (if it exists); and

c) Performance Pay Recommendations (PPR) forms completed in the current reporting year, or where relevant, any bonus entitlements.

1.3 Superannuation and Pay

a) Maternity leave or other long-term leave of absence (meaning more than 4 weeks) planned or taken during the last two years;


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b) Annual salary and rates of pay band/grade;

c) Shifts, unsociable hours or other premium rates of pay;

d) Overtime history for the preceding twelve-month period;

e) Allowances and bonuses for the preceding twelve-month period;

f) Details of outstanding loan, advances on salary or debts;

g) Cumulative pay for tax and pension purposes;

h) Cumulative tax paid;

i) National Insurance Number;

j) National Insurance contribution rate;

k) Other payments or deductions being made for statutory reasons;

l) Any other voluntary deductions from pay;

m) Pension Scheme Membership;

n) For pension purposes, the notional reckonable service date;

o) Pensionable pay history for three years to date of transfer;

p) Percentage of any pay currently contributed under additional voluntary contribution arrangements; and

q) Percentage of pay currently contributed under any added years arrangements.

1.4 Medical

a) Sickness and absence records for the immediately preceding four-year period; and

b) Details of any active restoring efficiency case for health purposes. 1.5 Disciplinary

a) Details of any active restoring efficiency case for reasons of performance; and

b) Details of any active disciplinary cases where corrective action is on going.

1.6 Further information

a) Information about specific adjustments that have been made for an individual under the Disability Discrimination Act 1995 or the Equality Act 2010;

b) Short term variations to attendance hours to accommodate a domestic situation;

c) Individuals that are TA members, or staff that may have been granted special leave as a School Governor; and

d) Information about any maternity or other statutory leave or other absence from work.


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Part B

1.7 Information to be provided 14 days prior to the Subsequent Transfer Date:

a) Employee's full name;

b) Date of Birth

c) Home address;

d) Bank/building society account details for payroll purposes Tax Code.

Annex Q to Contract APSCM1/0015 SCHEDULE OF REQUIREMENTS OPTIONS 1. Provision of additional EPLB Equipment The prices specified below shall be valid until 31 December within each respective calendar year. All prices are FIRM Price Each (£)

Variant Live

Operational – Ejection Variant

Live Operational – Non-Ejection

Variant (Worn)

Live Operational – Non-Ejection

Variant (Stowed)

SAR Training Variant

SERE/SE Ft Training Variant

Live Testing Variant

Space and Weight Variant

Calendar Year

2014 To be priced To be priced To be priced To be priced To be priced To be priced To be priced 2015 To be priced To be priced To be priced To be priced To be priced To be priced To be priced 2016 To be priced To be priced To be priced To be priced To be priced To be priced To be priced 2017 To be priced To be priced To be priced To be priced To be priced To be priced To be priced 2018 To be priced To be priced To be priced To be priced To be priced To be priced To be priced

2. Provision of additional EPLB Jacket modification kits. The prices specified below shall be valid until 31 December within each respective calendar year. All prices are FIRM Price Each (£)

Config MK40 MK41 MK61 MK65 MK66 BALCS TYPHOON

Calendar Year

2014 To be priced To be priced To be priced To be priced To be priced To be priced To be priced 2015 To be priced To be priced To be priced To be priced To be priced To be priced To be priced 2016 To be priced To be priced To be priced To be priced To be priced To be priced To be priced 2017 To be priced To be priced To be priced To be priced To be priced To be priced To be priced 2018 To be priced To be priced To be priced To be priced To be priced To be priced To be priced

Annex Q to Contract APSCM1/0015 3. Provision of extended support for the EPLB System The prices specified below shall be valid until the end of the previous support period.

3a

Provision of support for the EPLB system in accordance with the Statement of Work at Annex A and the Integrated Support Plan (ISP) at Annex C, for a period of 5 years after the initial period of Support covered by Item 5 of the Schedule of Requirements (Years 6 to 10).

£X Fixed price, subject to

Condition 4.3, Variation of Price

3b

Provision of support for the EPLB system in accordance with the Statement of Work at Annex A and the Integrated Support Plan (ISP) at Annex C, for a period of 5 years after the period of Support covered by Option 3a above. (Years 11 to 15)



3c

Provision of support for the EPLB system in accordance with the Statement of Work at Annex A and the Integrated Support Plan (ISP) at Annex C, for a period of 2 years after the period of Support covered by Option 3b above. (Years 16 and 17)



4. Provision of additional training for the EPLB System The prices specified below shall be valid until 31 December within each respective calendar year. All prices are FIRM Price Each (£)

2015 £X 2016 £X 2017 £X 2017 £X

4a Provision of an additional Train the Trainers Course for RN Operators in

accordance with the Integrated Support Plan at Annex C, Statement of Work at Annex A, to be held at a UK location (to be mutually agreed with the Authority).

1

2018 £X 2015 £X 2016 £X 2017 £X 2017 £X

4b

Provision of an additional combined Train the Trainers course for RAF, SAR and AAC Operators in accordance with the Integrated Support Plan at Annex C,

Statement of Work at Annex A, to be held at a UK location (to be mutually agreed with the Authority).

1

2018 £X 2015 £X 2016 £X 2017 £X 2017 £X

4c Provision of an additional Train the Trainers Course for RN SE Maintainers in


1

2018 £X 2015 £X 2016 £X 2017 £X 2017 £X

4d Provision of an additional Train the Trainers Course for RAF SE Maintainers in


1

2018 £X

Annex R to Contract APSCM1/0015

Equality of Information - Pricing Statement

Contract No: APSCM1/0015

1. The Company and the Authority each confirms that the negotiations leading to the agreement as at 28 March 2013 of price(s) as recorded at Annex 1 to this Statement were conducted in accordance with the principles of paragraph 9 (Equality of Information) of The 1968 Profit Formula Agreement which has now been carried forward in the 2011 Annual Review of the Profit Formula for Non-Competitive Government Contracts.

2. The Company and the Authority each confirms that it is not aware of any material omission or inaccuracy in the facts and pricing assumptions provided by it, on which the price(s) are based, and which are set out or referenced in Annex 2 to this Statement.

3. The Company confirms that in estimating the costs on which the price(s) recorded at Annex 1 to this Statement are based it has observed the cost accounting practices set out in the Questionnaire as to the Method of Allocation of Costs dated 1 January 2007 except as explained in Annex 2 to this Statement.

4. The Authority and the Company shall each maintain in confidence the information provided to it by the other for the purpose of the negotiations mentioned in paragraph 1 above. Information will not be disclosed to others without the written authority of the owner. The Authority and the Company confirm that each is free to provide such information to the Review Board for Government Contracts should the need arise in pursuance of DEFCON 650/650A (Reference To The Review Board Of Questions Arising Under The Contract) in respect of the contract incorporating the above price(s).

5. The agreement of price(s) set out in this Statement does not constitute any representation by either party to the other or oblige either party to contract with the other.

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To the best of the knowledge of each of us the foregoing is correct and there have been no material changes to the information set out or referenced in Annex 2 to this Statement between the time of price agreement and the date of signature below.

Signed: ...................................... Signed: ......................................

Name: ...................................... Name: ......................................

Position: ................................... Position: ......................................

Company: ................................. Authority: ................................... for (insert trading name of Company) for the Secretary of State for Defence

Date: ..................................... Date: ......................................

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Appendix 1 to Equality Of Information Pricing Statement Dated ........ In Respect Of Contract [ No. ]

Prices

Item No: Qty: Price:

Price Breakdowns may be inserted for future use if agreed

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Appendix 2 To Equality Of Information Pricing Statement Dated ........ In Respect Of Contract [ No. ]

Facts And Pricing Assumptions

1. For contracts worth more than £1M the pricing statement will record an appropriate selection of the facts and pricing assumptions which are listed at a. and b. below.

a. The following elements are as stated in the Invitation To Tender (ITT) and response unless annotated otherwise. (Reference of relevant correspondence should be given where appropriate):

• Contract terms, including payment arrangements.

• Contract Schedule.

• Contract Specification(s).

• Statement of Work.

• Drawing Build Standard (where it exists).

• Inspection and Testing Plan.

• Acceptance criteria.

• Delivery rate and/or period(s).

• Warranty period.

• Variation of Price (VOP).

• Manufacturing programme, plant and processes.

• Government Furnished Equipment.

• Special to type tooling, test equipment, jigs & etc.

b. Major areas of agreement should be recorded in this section for future reference.

• Materials, bought out parts, subcontracted work, inter-Unit activity.

• Direct Labour (man hours and wage rates).

• Basis of the estimating allowances including learner, factors and

Models used, including economic and currency factors.

• Indirect Costs (overhead rates used).

• Basis of forward load anticipated over contract period including

details of related MOD programmes.

• Exceptions from the currently agreed QMAC.

R-4


• Exclusions, proprietary prices, elements of the price(s) established

by competition or market prices, etc.

• Other Costs, special jigs, test equipment, etc.

• Contingencies/Unallocated (i.e. final negotiating lump sum).

• Other estimating uncertainties on both sides.

• Profit Allowance (i.e. estimated forward CP:CE ratios).

R-5

Annex S to Contract APSCM1/0015

Project Assumptions, Dependencies and Exclusions List

1. Assumptions • Information to be populated from the Project Assumptions Dependencies & Exclusions List (PADEL) produced in accordance with DID 0117 as requested under SNITS Paragraph 8.11.1 2. Dependencies • Information to be populated from the Project Assumptions Dependencies & Exclusions List (PADEL) produced in accordance with DID 0117 as requested under SNITS Paragraph 8.11.1 3. Exclusions • Information to be populated from the Project Assumptions Dependencies & Exclusions List (PADEL) produced in accordance with DID 0117 as requested under SNITS Paragraph 8.11.1

S-1

UNCLASSIFIED

Annex T to APSCM10015- LRU Price List

The content of this Annex will be populated from the successful Tender

UK RESTRICTED Annex U to Contract APSCM1/00015

Mr SJ HANNAN DES APS-TMS8a APS Team Walnut 0c #1032 ABBEY WOOD BRISTOL BS34 8JH

Tel external: 030 679 31221 Tel Internal: 9 679 31221 Fax external: 030 679 32908 Fax internal: 9 679 32908

Email: [email protected]

Our Reference: APSCM1/00015

Date: 23 September 2013

B1 UK RESTRICTED

For the personal attention of: (Name of company Security Officer)

Dear Sirs EPLB PROJECT – SECURITY ASPECTS LETTER CONTRACT NO: APSCM1/00015 DATE OF CONTRACT : TBD 1. On behalf of the Secretary of State for Defence, I hereby give you notice that the aspects

Protectively Marked as RESTRICTED in the EPLB Project Security Grading Guide at Appendix 1 are designated `RESTRICTED Matter' for the purpose of the Security Measures included in the above Contract.

PROTECTIVE MARKING ASPECTS 2. Will you please confirm that:

a. The above definition of the RESTRICTED Matter of the above contract has been brought to the attention of the person directly responsible for the security of this contract. b. The definition is understood. c. You have access to the Security Policy Framework and other security requirements/measures provided on the DE&S DHSY/PSyA restricted access website and that measures can, and will be taken to safeguard the RESTRICTED Matter. 3. If you have any difficulty either in interpreting the definition of the RESTRICTED Matter or in safeguarding it, will you please let me know immediately, and send a copy of your letter to your DE&S DHSY/PSyA Security Adviser.

UK RESTRICTED

B2

UK RESTRICTED

4 Any access to information on MoD premises that may be needed will be in accordance with MoD security regulations under the direction of the MoD Project Officer.

Yours faithfully

SJ Hannan DES APS-TMS8A Appendix: 1. EPLB Project Security Grading Guide. Distribution: Action: Copies to:

Annex V to Contract APSCM1/0015

V-1

IN SERVICE SUPPORT (ISS) QUARTERLY PAYMENT PLAN

Tenderer’s to propose ISS quarterly payments for the In Service Support Periods at Items 4 and 5 of the Schedule of Requirements.

Item 4 – Initial In Service Support

Quarter Due Date Criteria Payment (£)

01

Satisfactory completion of all required In Service Support activities as detailed in Annexes A and C to the Contract.

Item 5 – Full In Service Support

Quarter Due Date Criteria Payment (£)

01

Maintenance of the EPLB System Availability targets in accordance with Clause 8.3 of the Contract Satisfactory completion of all required In Service Support activities as detailed in Annexes A and C to the Contract.

DE&S

Invitation to Tender Reference : APSCM1/0015

Description:

Emergency Personal Locator Beacons (EPLB)

Page 1 of 46

TABLE OF CONTENTS

1. SCHEDULE OF REQUIREMENTS ................................................................................. 7

DEFINITIONS................................................................................................................... 10

2. GENERAL CONDITIONS........................................................................................... 12 DEFCON501 (Edn.05/13) - Definitions and Interpretations ....................................................12 DEFCON503 (Edn.07/05) - Amendments to Contract............................................................12 DEFCON515 (Edn.10/04) - Bankruptcy and Insolvency.........................................................12 DEFCON516 (Edn.04/12) – Equality...................................................................................12 DEFCON518 (Edn.11/12) – Transfer ..................................................................................12 DEFCON520 (Edn.07/11) - Corrupt Gifts and Payments of Commission ...................................12 DEFCON521 (Edn.04/12) - Sub-Contracting to Supported Employment Enterprises ..................12 DEFCON526 (Edn.08/02) – Notices....................................................................................12 DEFCON527 (Edn.09/97) – Waiver ....................................................................................12 DEFCON528 (Edn.05/12) - Overseas Expenditure, Import and Export Licences ........................12 DEFCON529 (Edn.09/97) - Law (English) ...........................................................................12 DEFCON530 (Edn.07/04) - Dispute Resolution (English Law).................................................12 DEFCON531 (Edn.05/05) - Disclosure of Information ...........................................................12 DEFCON532A (Edn.06/10) - Protection Of Personal Data (Where Personal Data is not being processed on behalf of the Authority) ................................................................................12 DEFCON537 (Edn.06/02) - Rights of Third Parties................................................................12 DEFCON538 (Edn.06/02) – Severability .............................................................................13 DEFCON539 (Edn.08/13) - Transparency............................................................................13 DEFCON566 (Edn.02/11) - Change of Control of Contractor ..................................................13 DEFCON646 (Edn.10/98) - Law And Jurisdiction (Foreign Suppliers).......................................13 DEFCON656 (Edn.03/06) – Break......................................................................................13 DEFCON691 (Edn. 03/13) - Timber and Wood – Derived Products..........................................13

2.4 SUSTAINABLE PROCUREMENT - BEST PRACTICE..................................................... 13

2.5 TECHNICAL SUPPORT TO AUTHORITY..................................................................... 13

2.6 PLACE OF MANUFACTURE ....................................................................................... 14

2.7 TRANSFER OF UNDERTAKINGS PROTECTION OF EMPLOYMENT (TUPE) .................. 14

3. SPECIFICATIONS, PLANS, ETC ................................................................................ 20

3.1 DEFCONS ................................................................................................................ 20 DEFCON68 (Edn.11/12) - Supply of Data for Hazardous Articles, Materials and Substances .......20 DEFCON82 (Edn.07/13) - Special Procedure For Initial Spares...............................................20 DEFCON117 (Edn.05/06) - Supply of Documentation for NATO Codification .............................20 DEFCON129J (Edn.07/08) - The Use Of The Electronic Business Delivery Form ........................20 DEFCON129 (Edn.07/13) - Packaging (For Articles other than Munitions) ................................20 DEFCON502 (Edn.06/08) – Specifications...........................................................................20 DEFCON595 (Edn.10/04) - General Purpose Automatic Test Equipment Data Requirements .......20 DEFCON602A (Edn.12/06) - Deliverable Quality Plan............................................................20 DEFCON606 (Edn.10/97) - Change and Configuration Control Procedure.................................21 DEFCON607 (Edn.05/08) - Radio Transmissions ..................................................................21 DEFCON608 (Edn.10/98) - Access and Facilities to be Provided by the Contractor ....................21 DEFCON613 (Edn.06/97) – Authorisation of Work................................................................21 This DEFCON applies to Schedule of Requirements Lines 6 and 7 ...........................................21 DEFCON627 (Edn.12/10) - Quality Assurance - Requirement for a Certificate of Conformity.......21 DEFCON637 (Edn.08/99) - Defect Investigation and Liability .................................................21 DEFCON644 (Edn.06/13) - Marking of Articles.....................................................................21 DEFCON645 (Edn.07/99) - Export Potential ........................................................................21

3.2 DEFINITION OF REQUIREMENT .............................................................................. 21

Page 2 of 46

3.3 DURATION OF CONTRACT ....................................................................................... 21

3.4 THROUGH LIFE SUPPORT........................................................................................ 22

3.5 WARRANTY............................................................................................................. 22

3.6 QUALITY ASSURANCE REQUIREMENTS ................................................................... 22

3.7 REGULATORY ARTICLES.......................................................................................... 23

3.8 STANDARDS............................................................................................................ 25

3.9 INDEPENDENT SAFETY AUDITORS, ADVISORS, AND ASSESSORS ........................... 25

3.10 DESIGN APPROVED ORGANISATION SCHEME (DAOS) ......................................... 25

3.11 SAFETY MANAGEMENT SYSTEM............................................................................ 26

3.12 SAFETY AND ENVIRONMENTAL MANAGEMENT..................................................... 26

3.13 COMMERCIAL RISK .............................................................................................. 26

3.14 MANAGING OBSOLESCENCE RISK........................................................................ 26

3.15 CONFIGURATION CHANGES DUE TO OBSOLESCENCE........................................... 27

3.16 RESOLUTION OF REPAIR DEFECTS ATTRIBUTABLE TO THE AUTHORITY (NON-ATTRIBUTABLE) – SCHEDULE OF REQUIRMENTS ITEM 6.................................................. 27

3.17 ADDITIONAL PROJECT TASKS – SCHEDULE OF REQUIRMENTS ITEM 7 ................ 28

3.18 APPOINTMENT OF PRIME CONTRACTOR AND PLACING OF SUB-CONTRACTS....... 28

4. PRICE ..................................................................................................................... 29 DEFCON127 (Edn.10/04) – Price Fixing Condition for Contracts of a Lesser Value (See Note 1) ..29 DEFCON619A (Edn.09/97) - Customs Duty Drawback ..........................................................29 DEFCON643 (Edn.07/04) – Price Fixing (See Note 1) ...........................................................29 DEFCON648 (Edn.10/01) – Availability Of Information (See Note 1) .......................................29 DEFCON650 (Edn.10/02) - References to the Review Board of Questions Arising under the Contract. (See Note 1) ....................................................................................................29 DEFCON651 (Edn.08/09) - Reference to the Review Board of Questions arising in Relation to Relevant Subcontracts Including Those With a Subsidiary Company or Firm (See Note 1) .........29 DEFCON652 (Edn.07/04) - Remedy Limitation (See Note 1)..................................................30

4.2 PRICE ..................................................................................................................... 30

4.3 VARIATION OF PRICE ............................................................................................. 30

4.4 OPTION PRICES...................................................................................................... 32

4.5 EXERCISE OF OPTIONS ........................................................................................... 32

4.6 NOMINAL COSTS..................................................................................................... 33

4.7 CONTRACT CHANGES .............................................................................................. 33

5. INTELLECTUAL PROPERTY RIGHTS ......................................................................... 33 DEFCON14 (Edn.11/05) - Inventions and Designs Crown Rights and Ownership of Patents and Registered Designs .........................................................................................................33 DEFCON15 (Edn.02/98) - Design Rights and Rights to Use Design Information ........................33

Page 3 of 46

DEFCON16 (Edn.10/04) - Repair and Maintenance Information..............................................33 DEFCON19 (Edn.01/76) - Free User, Maintenance and Supply of Drawings..............................33 DEFCON21 (Edn.10/04) - Retention of Records ...................................................................33 DEFCON90 (Edn.11/06) – Copyright ..................................................................................33 DEFCON632 (Edn.08/12) - Third Party Intellectual Property - Rights and Restrictions ...............34

5.2 IPR LISTINGS ......................................................................................................... 34

5.3 COMMERCIAL EXPLOITATION ................................................................................. 34

5.4 PROPRIETARY TECHNICAL PUBLICATIONS............................................................. 34

5.5 CONFIDENTIALITY.................................................................................................. 34

5.6 EXPORT, IMPORT LICENCES AND SECURITY CLEARANCES...................................... 35

5.7 PROCEDURE FOR MAKING DIRECT AGREEMENTS WITH SUB-CONTRACTORS .......... 35

6. LOANS .................................................................................................................... 36 DEFCON23 (Edn.08/09) - Special Jigs, Tooling and Test Equipment........................................36 DEFCON76 (Edn.12/06) - Contractor's Personnel at Government Establishments......................36 DEFCON601 (Edn.10/04) – Redundant Materiel ...................................................................36 DEFCON611 (Edn.07/10) - Issued Property ........................................................................36 DEFCON694 (Edn.02/12) - Accounting For Property of the Authority.......................................36

6.2 GOVERNMENT FURNISHED ASSETS......................................................................... 36

6.3 JIGS, TOOLS MOULDS, DIES, MANUFACTURING GAUGES AND TEST EQUIPMENT.... 37

7. DELIVERY ............................................................................................................... 38 DEFCON5J (Edn.07/08) - Unique Identifiers ........................................................................38 DEFCON92 (Edn.08/90) - Failure of Performance.................................................................38 This DEFCON shall apply to Schedule of Requirements Items 1, 4, 5, 6, 7 and 8, (and Options Items 3 and 4 of Annex Q if exercised). .............................................................................38 DEFCON113 (Edn.10/04) - Diversion Orders .......................................................................38 DEFCON507 (Edn.10/98) – Delivery ..................................................................................38 DEFCON524 (Edn.10/98) – Rejection.................................................................................38 DEFCON525 (Edn.10/98) – Acceptance ..............................................................................38 DEFCON612 (Edn.10/98) - Loss of or Damage to the Articles ................................................38 DEFCON614 (Edn.09/03) – Default....................................................................................38 DEFCON621B (Edn.10/04) - Transport (if the Contractor is responsible for transport). ..............38

7.2 DELIVERY ............................................................................................................... 38

7.3 SELF TO SELF DELIVERY ......................................................................................... 39

7.4 DOCUMENTATION ................................................................................................... 39

7.5 ANCHOR MILESTONES ............................................................................................ 39

7.6 EXIT STRATEGY ...................................................................................................... 40

7.7 FORCE MAJEURE ..................................................................................................... 41

7.8 ACCEPTANCE........................................................................................................... 41

7.9 LIQUIDATED DAMAGES........................................................................................... 42

7.10 DATA DELIVERABLES........................................................................................... 42

Page 4 of 46

8. PAYMENTS/RECEIPTS............................................................................................. 42 DEFCON509 (Edn.09/97) - Recovery of Sums Due...............................................................42 DEFCON513 (Edn.06/10) - Value Added Tax .......................................................................42 DEFCON522J (Edn.05/03) - Payment under P2P ..................................................................42 DEFCON523 (Edn.03/99) - Payment of Bills Using the Bankers Automated Clearing Service (BACS) System .........................................................................................................................42 DEFCON534 (Edn.06/97) - Prompt Payment (Sub-Contracts) ................................................42 DEFCON649 (Edn.07/99) – Vesting ...................................................................................42

8.2 CLAIMS FOR PAYMENT............................................................................................ 42

8.3 IN SERVICE SUPPORT PAYMENT ARRANGEMENTS .................................................. 43

8.4 MILESTONE PAYMENTS........................................................................................... 44

9. CONTRACT ADMINISTRATION ................................................................................ 45 DEFCON604 (Edn.11/04) - Progress Reports.......................................................................45 DEFCON609 (Edn.10/98) - Contractor's Records..................................................................45 DEFCON642 (Edn.06/97) - Progress Meetings .....................................................................45 DEFCON 647 (Edn 09/13) – Financial Management Information .............................................45

9.2 REPORTING ............................................................................................................ 45

9.3 PROGRESS MEETINGS............................................................................................. 45

9.4 AMENDMENTS TO CONTRACT.................................................................................. 46

Page 5 of 46

of 46

Contract Annexes

Annex Description

A EPLB Statement of Work Appendix 1 Integrate Test Evaluation and

Acceptance Plan (ITEAP) B EPLB System Requirements Document (SRD) C Integrated Support Plan (ISP) D Delivery Schedule E Anchor Milestones F Milestone Payment Plan G List of Government Furnished Assets (GFA) H IPR Listing I Data Item Descriptions (DID) J Task Authorisation Form (TAF) K Contractor Charging Rates for Tasking L Contract Data Requirements List Appendix 1 Contract Data Requirements (DEFFORM

315s) M Commercial Exploitation Agreement (CEA) N Contract Data Deliverables List O DEFFORM 177 P TUPE Appendices Q Schedule of Requirements Options R Equality of Information S Project Assumptions and Dependencies List (PADEL) T LRU Price List U Security Aspects Letter Appendix 1 EPLB Security Grading Guide V Quarterly ISS Payment Plan

Appendices Appendix A DEFFORM 111

1. SCHEDULE OF REQUIREMENTS

MINISTRY OF DEFENCE

Name and Address of Contractor

Schedule of Requirements for the Supply and Support of Emergency Personal Locator Beacons (EPLB)

ITT Reference No APSCM1/0015

Issued With DEFORM 47

On September 2013

Previous Contract No N/A

Requirements

Item Number

Description Quantity Price Each £ (ex-VAT)

Price Total £ (ex-VAT)

All prices are FIRM unless otherwise stated

1 Design, development and integration of an Emergency Personal Locator Beacon (EPLB) System in accordance with the Statement of Work at Annex A to Contract and System Requirements Document at Annex B to Contract.

n/a n/a £X

2.1 Provision of an EPLB Live Operational – Ejection Variant 529 £X £X 2.2 Provision of an EPLB Live Operational – Non-Ejection Variant (Worn) 2596 £X £X 2.3 Provision of an EPLB Live Operational – Non-Ejection Variant (Stowed) 649 £X £X 2.4 Provision of an EPLB SAR Training Variant 25 £X £X 3.5 Provision of an EPLB SERE/SE Ft Training Variant 335 £X £X 2.6 Provision of an EPLB Live Testing Variant 15 £X £X 2.7 Provision of an EPLB Space and Weight Variant 4 £X £X 3.1 Provision of service fit MK41 Jacket Modification Kits 165 £X £X

Page 7 of 46

Item Number



3.2 Provision of service fit MK40 Jacket Modification Kits 650 £X £X 3.3 Provision of service fit MK61 Jacket Modification Kits 450 £X £X 3.4 Provision of service fit MK65 Jacket Modification Kits 45 £X £X 3.5 Provision of service fit MK66 Jacket Modification Kits 140 £X £X 3.6 Provision of service fit BALCS Jacket Modification Kits 2300 £X £X 3.7 Provision of service fit Typhoon LSJ Jacket Modification Kits 142 £X £X

4 Provision of Initial In Service Support for the EPLB System in accordance with the Statement of Work at Annex A and the Integrated Support Plan (ISP) at Annex C.

n/a n/a £X

5

Provision of Full In Service Support for the EPLB System in accordance with the Statement of Work at Annex A and the Integrated Support Plan (ISP) at Annex C, for a period of 5 years from the Full In Service Support Start Date. (Years 1 to 5)

n/a n/a £X

6 Provision of a Non-Attributable repairs service, for the EPLB system, supplied under Item 3, in accordance with Clause 3.16.

n/a To be Firm priced in accordance with

Clause 3.14.

7 Provision of additional project tasks, to be agreed and scoped in accordance with Clause 3.15.

n/a To be Firm priced in accordance with

Clause 3.15.

8a

Provision of a Train the Trainers Course for 10 (Ten) RN Operators in accordance with the Integrated Support Plan at Annex C, Statement of Work at Annex A, to be held at a UK location (to be mutually agreed with the Authority).

1 £X £X

8b

Provision of a combined Train the Trainers course for 25 (Twenty five) RAF, SAR and AAC Operators in accordance with the Integrated Support Plan at Annex C, Statement of Work at Annex A, to be held at a UK location (to be mutually agreed with the Authority).

1 £X £X

8c Provision of a Train the Trainers Course for 10 (Ten) RN SE Maintainers in accordance with the Integrated Support Plan at Annex C, Statement of Work at Annex A, to be held at a UK location (to be mutually agreed with the

1 £X

£X

Page 8 of 46

of 46

Item Number



Authority).

8d

Provision of a Train the Trainers Course for 10 (Ten) RAF SE Maintainers in accordance with the Integrated Support Plan at Annex C, Statement of Work at Annex A, to be held at a UK location (to be mutually agreed with the Authority).

1 £X £X

DEFINITIONS

In addition to the definitions set out in DEFCON 501 (Edn 04/04) the following expressions shall have the meaning as set out below:

‘Anchor Milestone’ shall have the meaning set out in clause 7.5 ‘Attributable failure’ means a failure where the cause of that failure is attributable to the Contractor. ‘Availability’ – For the purposes of the Contract, availability is the Operational Availability – defined as the probability that an equipment/system at any instant in the required operating time will operate satisfactorily under stated conditions where the time considered includes operating, corrective and preventive maintenance, administrative delay time and logistic delay time. ‘Background IPR’ means intellectual property generated by the Contractor or its Sub-Contractors prior to, or outside the scope of, the Contract but which is intended to be used in connection with the completion of the Contract. ‘Consumables’ Items that are identified by the Contractor in their Integrated Support Plan (ISP) that are required to enable the Authority to maintain In Use Assets shall be known as consumables. ‘Emergency Personal Locator Beacon (EPLB) System’ shall be defined in accordance with paragraphs 1.4, 1.5 and 1.6 of the Systems Requirement Document at Annex B to the Contract. ‘First of Class’ shall mean the first of each delivered Live Operational Variant into a respective AEA configuration, noting that each Live Operational Variant may have multiple AEA configurations.

‘Foreground IPR’ means intellectual property generated by the Contractor or its Sub-Contractors under the Contract where development of said intellectual property has been directly or partially funded under the Contract

‘Full In Service Support Start Date’ means the point at which Full In Service Support commences i.e. once the Authority has tested and taken delivery of the last First of Class; 1 off each Live Operational Variant in each of the AEA configurations. ‘In Use Assets’ means all EPLB Variants supplied by the Contractor in accordance with Schedule of Requirements Items 3 and Option Items at Annex Q (where exercised in accordance with clause 4.4 – Options). Equipment supplied by the Contractor in exchange for those returned to the Contractor under the Support Service shall also be In Use Assets. ‘Initial In Service Support Start Date’ means the point at which Initial In Service Support commences i.e. Initial In Service Support shall commence once the Authority has tested and taken delivery of the first First of Class.

Page 10 of 46

‘Jacket Modification Kit’ shall mean a kit containing all necessary parts and instructions in order so that the Live Operational Variants can be integrated into the respective AEA e.g. Typhoon LSJ, MK41 etc.

‘Live Operational – Ejection Variant’ shall mean a variant worn by worn by Crew Members who use ejection seats in accordance with ID 118 of the Systems Requirements Document at Annex B.

‘Live Operational – Non-Ejection Variant (Worn)’ shall mean a variant worn by worn by Crew Members who do not use ejection seats in accordance with ID 118 of the Systems Requirements Document at Annex B. ‘Live Operational – Non-Ejection Variant (Stowed)’ shall mean a variant stowed with aircrew clothing to be donned by Crew members in emergency in accordance with ID 118 of the Systems Requirements Document at Annex B. ‘Live Operational Variant(s)’ shall mean the ‘Live Operational -Ejection Variant’, ‘Live Operational – Non-Ejection Variant (Worn)’ and ‘Live Operational – Non-Ejection Variant (Stowed)’

‘Live Testing Variant’ shall mean a variant representative of either the ‘Live Operational -Ejection Variant’, ‘Live Operational – Non-Ejection Variant (Worn)’ or ‘Live Operational – Non-Ejection Variant (Stowed)’ but with offset homing frequencies and COSPAS SARSAT training protocols. ‘Logistic Support Date’ - The LSD is the date when support is available in range, but not necessarily in scale (all products that are needed by type, but not in quantity). ‘Non Attributable Failure’ means a failure where the cause of that failure is not attributable to the Contractor. ‘SAR Training Variant’ shall mean a variant that faithfully transmits homing signals but will not have the alerting or position detecting functions of the Live Operational Variant(s) in accordance with ID 405 of the Systems Requirements Document at Annex B. ‘SERE/SE Fit Training Variant’ shall mean a variant that will be used for swimming pool, sea and classroom training i.e. will replicate the look and feel of the Live Operational Variant(s) as closely as reasonably practicable, without needing to transmit alerts, detect position or transmit homing signals in accordance with ID 234 of the Systems Requirements Document at Annex B. ‘Service Fit’ refers to an AEA jacket modification kit that will be integrated into the respective flight jackets by the Authority. ‘Space and Weight Variants’ shall mean space and weight models in accordance with ID 227 of the Systems Requirements Document at Annex B. ‘Support Assets’ Any buffer stock, pipeline spares or other equipment that are not ‘In Use Assets’.

Page 11 of 46

2. GENERAL CONDITIONS

2.1 DEFCONS DEFCON501 (Edn.05/13) - Definitions and Interpretations DEFCON503 (Edn.07/05) - Amendments to Contract DEFCON515 (Edn.10/04) - Bankruptcy and Insolvency DEFCON516 (Edn.04/12) – Equality DEFCON518 (Edn.11/12) – Transfer DEFCON520 (Edn.07/11) - Corrupt Gifts and Payments of Commission DEFCON521 (Edn.04/12) - Sub-Contracting to Supported Employment Enterprises DEFCON526 (Edn.08/02) – Notices DEFCON527 (Edn.09/97) – Waiver DEFCON528 (Edn.05/12) - Overseas Expenditure, Import and Export Licences The Contractor's attention is drawn to Clause 1 of DEFCON 528 requiring notification of overseas expenditure. In this connection, the Contractor shall, within one month of acceptance of the Contract, notify the Contracts Branch of details of any overseas sub-contract or order he has placed, or intends to place, in aid of the contract. Details to be provided are: Contract No; Country in which sub-contract placed/to be placed; Name, Division and full postal address of sub-contractor; Value of sub-contract as applicable to main contract; Date placed/to be placed. If no overseas orders are to be placed, the Contractor shall advise the Contracts Branch to this effect in the same timescale DEFCON529 (Edn.09/97) - Law (English) DEFCON530 (Edn.07/04) - Dispute Resolution (English Law) For the purposes of this Condition, Clause 6 of DEFCON 501 shall not apply. The processes described and documents required by this Condition are to be conducted or transmitted manually (i.e. not electronic) or as otherwise detailed in the Contract. DEFCON531 (Edn.05/05) - Disclosure of Information For the purposes of this Condition, Clause 6 of DEFCON 501 shall not apply. The processes described and documents required by this Condition are to be conducted or transmitted manually (i.e. not electronic) or as otherwise detailed in the Contract. DEFCON532A (Edn.06/10) - Protection Of Personal Data (Where Personal Data is not being processed on behalf of the Authority) DEFCON537 (Edn.06/02) - Rights of Third Parties

Page 12 of 46

DEFCON538 (Edn.06/02) – Severability DEFCON539 (Edn.08/13) - Transparency DEFCON566 (Edn.02/11) - Change of Control of Contractor DEFCON646 (Edn.10/98) - Law And Jurisdiction (Foreign Suppliers) DEFCON656 (Edn.03/06) – Break DEFCON691 (Edn. 03/13) - Timber and Wood – Derived Products 2.2 COMPLIANCE WITH THE ELECTRONIC TRANSACTIONS AGREEMENT 2.2.1 The Authority and the Contractor shall comply with the Electronic Transactions Agreement comprised in the completed DEFFORM 30, [Reference and dated TBA – SNITs paragraph 7.5.2 refers] The meaning of Purchase Order and Order Acknowledgement messages shall be as defined in the Contract and the terms and Conditions of the Contract shall take precedence in all circumstance 2.3 EXISTING CONTRACTS CREATED OFF-LINE 2.3.1 Where an offer and acceptance has already taken place off-line to establish the Contract, the Authority shall issue a Purchase Order Message in order to establish Unique Order Identifiers for the Items on the Schedule of Requirements for the purpose of subsequent P2P transactions. The Contractor shall respond with an Acknowledgement Message. In these circumstances, Purchase Order Messages serve only to convey to the Contractor the information necessary against which to supply an item prepare a delivery label and to submit an Invoice Message; the Purchase Order Acknowledgement Message serves only to confirm receipt of a Purchase Order Message. No new contract is understood to be formed by this Purchase Order transaction. 2.3.2 The Authority shall hold the Contractor harmless for any delay or failure by the Authority to issue a Purchase Order. However, any delay or failure to issue a Purchase Order shall not relieve the Contractor of his obligations under the Contract.

2.4 SUSTAINABLE PROCUREMENT - BEST PRACTICE 2.4.1 The Contractor is encouraged to bring to the attention of the Authority any measures which might promote sustainable procurement from a social, economic and environmental point of view. 2.5 TECHNICAL SUPPORT TO AUTHORITY 2.5.1 In pursuance of his tasks, the Authority may engage personnel from other Government Establishments, Departments and/or suitable specialist commercial organisations to assist with managerial and technical support of project related activities. In such circumstances these parties shall be deemed to be approved representatives of the Authority to whom the Contractor shall make

Page 13 of 46

http://www.aof.dii.r.mil.uk/aofcontent/tactical/toolkit/downloads/defcons/pdf/646.pdf

available such information and facilities as are necessary and would normally be made available to the Authority to enable them to fulfil their obligations to the Authority. 2.5.2 Any contract for managerial or technical support for the Authority will include suitable provisions for the protection of the confidentiality of any information released under said Contract.

2.6 PLACE OF MANUFACTURE 2.6.1 Any change in the Contractor's or major Sub-Contractor's place(s) of manufacture during the duration of the Contract shall be promptly notified to the Authority’s Commercial Officer, with a copy to the Authority’s Project Manager, detailed in Boxes 1 and 2 respectively of the Appendix to Contract (DEFFORM 111).

2.7 TRANSFER OF UNDERTAKINGS PROTECTION OF EMPLOYMENT (TUPE) 2.7.1 DEFINITIONS

2.7.1.1 In this Condition 2.7 save where otherwise provided, words and terms defined in Schedule 1 (Definitions) of the Contract shall have the meaning ascribed to them in Schedule 1 (Definitions) of the Contract.

Without prejudice to DEFCON 502 (Definitions) of the Contract, in this Condition 2.7 unless the context otherwise requires:

“DPA” means Data Protection Act 1998 "Employee Liability Information" has the same meaning as in Regulation 11(2) of the Transfer Regulations; "Employing Sub-Contractor" means any sub-contractor of the Contractor providing all or any part of the Services who employs or engages any person in providing the Services; "New Provider" means any replacement service provider or providers engaged to provide the Services (or part thereof) or substantially similar services or the Authority itself where the Services or substantially similar services or part thereof continue to be provided by the Authority after partial termination, termination or expiry of this Contract; “Services” shall have the meaning specified in [project team to complete]; "Subsequent Relevant Transfer" means a transfer of the employment of Subsequent Transferring Employees from the Contractor or any Employing Sub-Contractor to a New Provider or the Authority under the Transfer Regulations; "Subsequent Transfer Date" means the date on which the transfer of a Subsequent Transferring Employee takes place under the Transfer Regulations; "Subsequent Transferring Employee" means an employee wholly or mainly employed or otherwise assigned to the Services (or in respect of partial termination, the relevant part of the Services) whose employment transfers

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under the Transfer Regulations from the Contractor or any Employing Sub-Contractor to a New Provider; "Transfer Regulations" means the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended from time to time.

2.7.2 EMPLOYMENT 2.7.2.1 INFORMATION ON RE-TENDER, PARTIAL TERMINATION, TERMINATION OR EXPIRY

2.7.2.1.1 No earlier than [two] years preceding the termination, partial termination or Expiry of this Contract or a potential Subsequent Transfer Date or at any time after the service of a notice to terminate this Contract or the provision of any of the Services (whether in whole or part) or on receipt of a written request by the Authority, the Contractor shall (and shall procure that any Employing Sub-Contractor shall):

2.7.2.1.1.1 supply to the Authority such information as the Authority may reasonably require in order to consider the application of the Transfer Regulations on the termination, partial termination or expiry of this Contract; 2.7.2.1.1.2 supply to the Authority such full and accurate and up-to-date information as may be requested by the Authority including the information listed in Appendix 1 to this Condition (at Annex P to the Contract) relating to the employees who are wholly or mainly employed, assigned or engaged in providing the Services or part of the Services under this Contract who may be subject to a Subsequent Relevant Transfer; 2.7.2.1.1.3 provide the information promptly and in any event not later than three months from the date when a request for such information is made and at no cost to the Authority; 2.7.2.1.1.4 acknowledge that the Authority will use the information for informing any prospective New Provider for any services which are substantially the same as the Services or part of the Services provided pursuant to this Contract; 2.7.2.1.1.5 inform the Authority of any changes to the information provided under sub-Clause 2.7.2.1.1.1 or 2.7.2.1.1.2 up to the Subsequent Transfer Date as soon as reasonably practicable.

2.7.2.1.2 Three months preceding the termination, partial termination or expiry of this Contract or on receipt of a written request from the Authority the Contractor shall:

2.7.2.1.2.1 ensure that Employee Liability Information and such information listed in Part A of Appendix 2 to this Condition (Personnel Information) (at Annex P to the Contract) relating to the Subsequent Transferring Employees is provided to the Authority and/or any New Provider; 2.7.2.1.2.2 inform the Authority and/or any New Provider of any changes to the information provided under this Clause 2.7.2.1.2 up to any Subsequent Transfer Date as soon as reasonably practicable;

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2.7.2.1.2.3 enable and assist the Authority and/or any New Provider or any sub-contractor of a New Provider to communicate with and meet those employees and their trade union or other employee representatives.

2.7.2.1.3 No later than 14 days prior to the Subsequent Transfer Date the Contractor shall provide the Authority and/or any New Provider with a final list of the Subsequent Transferring Employees together with the information listed in Part B of Appendix 2 to this Condition (Personnel Information) (at Annex P to Contract) relating to the Subsequent Transferring Employees. The Contractor shall inform the Authority and/or New Provider of any changes to this list or information up to the Subsequent Transfer Date.

2.7.2.1.4 Clauses 2.7.2.1 and 2.7.2.1.2 of this Condition 2.7 are subject to the Contractor's obligations in respect of the DPA and the Contractor shall use its reasonable endeavours to obtain the consent of its employees (and shall procure that its Sub-Contractors use their reasonable endeavours to obtain the consent of their employees) to the extent necessary under the DPA or provide the data in an anonymous form in order to enable disclosure of the information required under Clauses 2.7.2.1 and 2.7.2.1.2. To the extent anonymous data has been provided by the Contractor pursuant to its obligations under Clauses 2.7.2.1 and 2.7.2.1.2 above, the Contractor shall provide full data to the Authority no later than 14 days prior to the Subsequent Transfer Date.

2.7.2.1.5 On notification to the Contractor by the Authority of a New Provider or within the period of six months prior to the Termination Date or after service of a notice to terminate this Contract (whether in whole or in part), whichever is earlier and in any event on receipt of a written request by the Authority, the Contractor shall not and shall procure that an Employing Sub-Contractor shall not:

2.7.2.1.5.1 materially amend or promise to amend the rates of remuneration or other terms and Conditions of employment of any person wholly or mainly employed or engaged in providing the Services under this Contract; or 2.7.2.1.5.2 replace or re-deploy from the Services any person wholly or mainly employed or engaged in providing the Services, or materially increase or decrease the number of persons performing the Services under this Contract or the working time spent on the Services (or any part thereof); or 2.7.2.1.5.3 reorganise any working methods or assign to any person wholly or mainly employed or engaged in providing the Services (or any part thereof) any duties unconnected with the Services (or any part thereof) under this Contract; or 2.7.2.1.5.4 terminate or give notice to terminate the employment of any person wholly or mainly employed or engaged in providing the Services (or any part thereof) under this Contract other than in the case of serious misconduct or for poor performance,

save in the ordinary course of business and with the prior written consent of the Authority (not to be unreasonably withheld or delayed) and the Contractor shall indemnify and keep indemnified the Authority in respect of

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any reasonable costs (including reasonable legal costs), losses and expenses and all damages, compensation, fines and liabilities arising out of or in connection with any breach of Clauses 2.7.2.1, 2.7.2.1.2, 2.7.2.1.3 or 2.7.2.1.5 of this Condition.

2.7.2.1.6 The Authority may at any time prior to the period set out in Clause 2.7.2.1.5 of this Condition 2.7 request from the Contractor any of the information in sections 1(a) to (d) of Appendix 1 to this Condition 2.7 (at Annex P to Contract) and the Contractor shall procure any Sub-Contractor will provide the information requested within 28 days of receipt of that request.

2.7.2.2 OBLIGATIONS IN RESPECT OF SUBSEQUENT TRANSFERRING EMPLOYEES

2.7.2.2.1 To the extent that the Transfer Regulations apply on expiry, termination or partial termination of this contract, the Contractor shall and shall procure any Employing Sub-Contractor shall and the Authority shall and shall procure that a New Provider shall in such circumstances:

2.7.2.2.2 before and in relation to the Subsequent Transfer Date liaise with each other and shall co-operate with each other in order to implement effectively the smooth transfer of the Subsequent Transferring Employees to the Authority and/or a New Provider; and 2.7.2.2.3 comply with their respective obligations under the Transfer Regulations including their obligations to inform and consult under Regulation 13 of the Transfer Regulations.

2.7.2.3 UNEXPECTED SUBSEQUENT TRANSFERRING EMPLOYEES

2.7.2.3.1 If a claim or allegation is made by an employee or former employee of the Contractor or any Employing Sub-Contractor who is not named on the list of Subsequent Transferring Employees provided under Clause 2.7.2.1.3 (an "Unexpected Subsequent Transferring Employee") that he has or should have transferred to the Authority and/or New Provider by virtue of the Transfer Regulations, the Party receiving the claim or allegation shall notify the other Party (or the Contractor shall notify the Authority on the Sub-Contractor’s behalf and the Authority shall notify the Contractor on the New Provider’s behalf) in writing as soon as reasonably practicable and no later than ten Business Days after receiving notification of the Unexpected Subsequent Transferring Employee's claim or allegation, whereupon:

2.7.2.3.2 the Contractor shall (or shall procure that the Employing Sub-Contractor shall), as soon as reasonably practicable, offer and/or confirm continued employment to the Unexpected Subsequent Transferring Employee or take such other steps so as to effect a written withdrawal of the claim or allegation; and 2.7.2.3.3 if the Unexpected Subsequent Transferring Employee's claim or allegation is not withdrawn or resolved the Contractor shall notify the Authority (who will notify any New Provider who is a party to such claim or allegation), and the Authority (insofar as it is permitted) and/or New Provider (as appropriate) shall employ the Unexpected Subsequent Transferring Employee or as soon as reasonably practicable, (subject to compliance with its obligations at sub-Clause 2.7.2.3.4.3), serve notice

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to terminate the Unexpected Subsequent Transferring Employee's employment in accordance with his contract of employment; and 2.7.2.3.4 the Contractor shall indemnify the Authority against all reasonable costs (including reasonable legal costs) losses and expenses and all damages, compensation, fines and liabilities arising out of or in connection with any of the following liabilities incurred by the Authority or New Provider in dealing with or disposing of the Unexpected Subsequent Transferring Employee's claim or allegation:

2.7.2.3.4.1 any additional costs of employing the Unexpected Subsequent Transferring Employee up to the date of dismissal where the Unexpected Subsequent Transferring Employee has been dismissed in accordance with sub-Clause 2.7.2.3.3; 2.7.2.3.4.2 any liabilities acquired by virtue of the Transfer Regulations in relation to the Unexpected Subsequent Transferring Employee; 2.7.2.3.4.3 any liabilities relating to the termination of the Unexpected Subsequent Transferring Employee's employment but excluding such proportion or amount of any liability for unfair dismissal, breach of contract or discrimination attributable:

2.7.2.3.4.4 to a failure by the Authority or a New Provider to act reasonably to mitigate the costs of dismissing such person); 2.7.2.3.4.5 directly or indirectly to the procedure followed by the Authority or a New Provider in dismissing the Unexpected Transferee; and 2.7.2.3.4.6 to the acts/omissions of the Authority or a New Provider not wholly connected to the dismissal of that person;

2.7.2.3.4.7 any liabilities incurred under a settlement of the Unexpected Subsequent Transferring Employee's claim which was reached with the express permission of the Contractor (not to be unreasonably withheld or delayed);

2.7.2.3.4.8 reasonable administrative costs incurred by the Authority or New Provider in dealing with the Unexpected Subsequent Transferring Employee's claim or allegation, subject to a cap per Unexpected Subsequent Transferring Employee of £5,000; and 2.7.2.3.4.9 legal and other professional costs reasonably incurred;

2.7.2.4 the Authority shall be deemed to have waived its right to an indemnity under sub-Clause 2.7.2.3.4 if it fails without reasonable cause to take, or fails to procure any New Provider takes, any action in accordance with any of the timescales referred to in this Clause 2.7.2.3.

2.7.3 INDEMNITIES ON SUBSEQUENT TRANSFER UNDER THE TRANSFER REGULATIONS ON PARTIAL TERMINATION, TERMINATION OR EXPIRY OF THE CONTRACT

2.7.3.1 If on the expiry, termination or partial termination of the Contract there is a Subsequent Relevant Transfer, the Contractor shall indemnify the

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Authority and any New Provider against all reasonable costs (including reasonable legal costs) losses and expenses and all damages, compensation, fines and liabilities arising out of or in connection with any claim by any employee or trade union representative or employee representative arising whether before or after the Subsequent Transfer Date out of any failure by the Contractor or any Sub-Contractor to comply with their obligations under Regulation 13 of the Transfer Regulations in relation to any Subsequent Transferring Employee or any other employee of the Contractor or any Sub-Contractor affected by the Subsequent Relevant Transfer (as defined by Regulation 13 of the Transfer Regulations), save to the extent that all reasonable costs (including reasonable legal costs), losses and expenses and all damages, compensation, fines and liabilities are a result of the act or omission of the Authority or the New Provider.

2.7.3.2 If there is a Subsequent Relevant Transfer, the Contractor shall indemnify the Authority, any New Provider and any sub-contractor of a New provider against all reasonable costs (including reasonable legal costs) losses and expenses and all damages, compensation, fines and liabilities arising out of or in connection with the employment or termination of employment by the Contractor or any Employing Sub-Contractor of any person engaged in connection with the provision of the Services at any time before the Subsequent Transfer Date.

2.7.3.3 If there is a Subsequent Relevant Transfer, the Authority shall indemnify the Contractor against all reasonable costs (including reasonable legal costs) losses and expenses and all damages, compensation, fines and liabilities arising out of, or in connection with:

2.7.3.3.1 any claim or claims by a Subsequent Transferring Employee at any time on or after the Subsequent Transfer Date which arise as a result of an act or omission of the Authority or a New Provider or a sub-contractor of a New Provider during the period from and including the Subsequent Transfer Date; 2.7.3.3.2 subject to paragraph 2.7.3.1 any claim by any employee or trade union representative or employee representative arising whether before or after the Subsequent Transfer Date out of any failure by the Authority or a New Provider or a sub-contractor of a New Provider to comply with their obligations under Regulation 13 of the Transfer Regulations in relation to any Subsequent Transferring Employee or any other employee engaged wholly or mainly in connection with the Services by the New Provider or any other employee of the Authority or any New Provider affected by the Subsequent Relevant Transfer effected by this Contract (as defined by Regulation 13 of the Transfer Regulations),

save to the extent that all reasonable costs (including reasonable legal costs), losses and expenses and all damages, compensation, fines and liabilities are a result of the act or omission of the Contractor or any Employing Sub-Contractor.

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2.7.4 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

2.7.4.1 A New Provider may enforce the terms of paragraph2.7.2.3 and 2.7.3 against the Contractor in accordance with the Contracts (Rights of Third Parties) Act 1999. 2.7.4.2 The consent of a New Provider (save where the New Provider is the Authority) is not required to rescind, vary or terminate this Contract.

2.7.4.3 Nothing in this paragraph 2.7.5 shall affect the accrued rights of the New Provider prior to the rescission, variation, expiry or termination of this Contract.

2.7.5 GENERAL 2.7.6 The Contractor shall not recover any Costs and/or other losses under this Condition 2.7 where such Costs and/or losses are recoverable by the Contractor elsewhere in this Contract and/or are recoverable under the Transfer Regulations or otherwise.

3. SPECIFICATIONS, PLANS, ETC

3.1 DEFCONS DEFCON68 (Edn.11/12) - Supply of Data for Hazardous Articles, Materials and Substances For the purposes of this Condition, Clause 6 of DEFCON 501 shall not apply. The processes described and documents required by this Condition are to be conducted or transmitted manually (i.e. not electronic) or as otherwise detailed in the Contract. DEFCON82 (Edn.07/13) - Special Procedure For Initial Spares DEFCON117 (Edn.05/06) - Supply of Documentation for NATO Codification DEFCON129J (Edn.07/08) - The Use Of The Electronic Business Delivery Form DEFCON129 (Edn.07/13) - Packaging (For Articles other than Munitions) For the purposes of this Condition, Clause 6 of DEFCON 501 shall not apply. The processes described and documents required by this Condition are to be conducted or transmitted manually (i.e. not electronic) or as otherwise detailed in the Contract. DEFCON502 (Edn.06/08) – Specifications DEFCON595 (Edn.10/04) - General Purpose Automatic Test Equipment Data Requirements DEFCON602A (Edn.12/06) - Deliverable Quality Plan Unless otherwise notified, the Quality Management Plan shall be delivered to the Quality Focal Point within 1 months of contract award and shall be considered

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accepted 1 month after delivery subject to the satisfaction of the Project Manager. DEFCON606 (Edn.10/97) - Change and Configuration Control Procedure DEFCON607 (Edn.05/08) - Radio Transmissions DEFCON608 (Edn.10/98) - Access and Facilities to be Provided by the Contractor DEFCON613 (Edn.06/97) – Authorisation of Work This DEFCON applies to Schedule of Requirements Lines 6 and 7 DEFCON624 (Edn.04/10) - Use of Asbestos in Arms, Munitions or War Materials DEFCON627 (Edn.12/10) - Quality Assurance - Requirement for a Certificate of Conformity DEFCON637 (Edn.08/99) - Defect Investigation and Liability DEFCON644 (Edn.06/13) - Marking of Articles DEFCON645 (Edn.07/99) - Export Potential 3.2 DEFINITION OF REQUIREMENT 3.2.1 The Contractor shall meet the requirements set out in the Schedule of Requirements, the Statement of Work at Annex A (Ref x Dated x), the Systems Requirement Document (Ref x Dated x) at Annex B and the Integrated Support Plan at Annex C. The Contractor shall comply with all parts of this Requirement. 3.2.2 The plans and other documents listed within the Statement of Work at Annex A shall set out how the Contractor intends to satisfy his obligations under the Contract and the Contractor must conduct work in accordance with these plans. All plans and other documentation shall be maintained in a manner that provides the continued insight and confidence required by the Authority, in demonstration that the Contractor’s obligations will be fulfilled. 3.3 DURATION OF CONTRACT 3.3.1 The Terms and Conditions of this Contract shall take effect on the date of the acceptance of the offer of Contract, and shall remain in force until acceptable delivery of all outputs included in the Statement of Work at Annex A to the Contract has taken place. 3.3.2 Initial Integrated Logistic Support, Item 4 of the Schedule of Requirements, shall commence at the point of delivery of the first First of Class in accordance with paragraph 83f of the Statement of Work at Annex A to Contract. The initial support solution shall comprise of the all the activities and tasks described in the Statement of Work, but scaled to the quantities in Table 1 of the Statement of Work.

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3.3.3 The Full Integrated Logistic Support period, Item 5 of the Schedule of Requirements, shall commence from the Full In Service Support Start Date for a period of 5 years, subject to the Authority exercising Contract options to extend the support period in accordance with Annex Q, and Clause 4.4 Options. 3.4 THROUGH LIFE SUPPORT 3.4.1 The Contractor shall implement, deliver and demonstrate a Support Solution for all equipment supplied under the Contract, in accordance with the requirements set out in the Integrated Support Plan (ISP) (Ref TBC Dated TBC) at Annex C and the Statement of Work at Annex A to the Contract. 3.4.2 The Contractor shall manage the support of all equipment supplied, in accordance with the support solution at 3.4.1, from the Initial In Service Support Start Date through to the end of the support period (sub-clause 3.3.2 refers). 3.4.3 The Authority shall own all In Use Assets and their associated Consumables. 3.4.4 The Contractor shall hold sufficient Support Assets to effect his Support Solution. The Contractor shall own all Support Assets. 3.5 WARRANTY

Note to Tenderer: Warranty condition to be inserted from successful Tender in accordance with para 8.7 of the SNITs. 3.6 QUALITY ASSURANCE REQUIREMENTS 3.6.1 The Contractor shall hold and maintain his ISO 9001:2008 accreditation throughout the life of the Contract. In the event that the accreditation lapses or is not renewed this shall be reported immediately to the Authority's Project Manager with an explanation of the reasons for the lapse/non-renewal and mitigation proposals. 3.6.2 In addition to any quality requirements or standards referenced elsewhere in this Contract, including the System Requirements Document at Annex B, the Contractor shall comply with the following QA requirements: Reference Title DefStan 05-61 Quality Assurance Procedural Requirements

Part 1: Concessions Issue 5 , dated 02 August 2010

DefStan 05-61 Quality Assurance Procedural Requirements Part 4: Contractor Working Parties Issue 3, dated 25 October 2005 (and Amendment 1)

DefStan 05-61 Quality Assurance Procedural Requirements Part 9: Independent Inspection requirements For Safety Critical items Issue 4, dated 14 May 2010

Defstan 05-99 Managing Government Furnished Equipment In Industry Issue 4, dated 23 December 2012 (and Amendments 1 and 2)

DefStan 61-17 The Selection and Introduction of Batteries and Fuel Cells for Service Use Issue 5, dated 30 May 2009

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AQAP 2009 NATO Guidance On The Use Of The AQAP 2000 Series Edition 3, dated: March 2010

AQAP 2070 NATO Mutual Government Quality Assurance (GQA) Process Edition 2, dated April 2009

AQAP 2110 NATO Quality Assurance Requirements For Design, Development and Production Edition 3, dated December 2009

AQAP 2210 NATO Supplementary Software Quality Assurance Requirements to AQAP-2110 Edition 1, dated November 2006

AQAP 2105 NATO Requirements For Deliverable Quality Plans Edition 2, dated November 2009

3.6.3 For the purposes of the Contract, ISO 25001:2007 entitled “Software Engineering – Software Product Quality Requirements and Evaluation (SQuaRE) – Requirements for Quality of COTS Software product and instructions for Testing” shall apply. 3.6.4 All reference to the QAR in documents which form part of this Contract shall be read as referring to the authority specified in Box 7 of DEFFORM 111. 3.7 REGULATORY ARTICLES 3.7.1 The Contractor shall comply with the following UK MAA Regulatory Articles; Reference Title RA 1130(1) Corporate Memory RA 1130(2) Standards RA 1200(1) Defence Air Safety Management RA 4150(1) Training and Competence RA 4351(1) Production and Maintenance of Maintenance Schedules RA 4607(2) Maintenance of Role Equipment RA 4700(1) Military Air Environment Quality Policy RA 4701(1) Quality Occurrence Reporting RA 4702(1) Quality Auditing RA 5001(1) Certification of Design RA 5101(1) Scheme Inclusion and Approval Award RA 5101(3) Design Organization Responsibilities RA 5102(1) Responsibilities of a Contractor RA 5102(2) Contractor Responsibilities for Sub-Contractors RA 5102(3) Sub-Contractors RA 5102(4) Designs using Government Furnished Assets RA 5102(5) Relationship between Contractor and MOD RA 5103(1) Format of Certificate of Design RA 5103(2) Approval of Certificate of Design RA 5103(3) Retention of Certificate of Design RA 5103(4) Certification of Sub-contracted Items RA 5105(1) Requirement for Requalification RA 5201(1) Interchangeability of Materiel RA 5203(1) Environmental Effect RA 5203(2) Contract Specifications RA 5203(3) Sub-Contract Specifications RA 5204(1) Interface Responsibilities

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RA 5205(1) Reporting of Mass for Aircraft Equipment RA 5206(1) Sampling Procedure RA 5208(1) Equipment Standard RA 5208(2) Test Schedules RA 5208(3) Responsibility for Tests RA 5208(4) Test Reports RA 5209(1) MOD and Contractor Relationship RA 5216(1) Joint Trials RA 5217(1) Ground Tests RA 5217(2) Flight Tests RA 5220(2) Responsibilities of Contractors RA 5221(1) Identifiable Parts RA 5301(1) Configuration Management of Design RA 5301(2) Management of Design Records RA 5302(1) Custody and Maintenance of Design Records RA 5303(1) LTC Authority RA 5303(3) Significant Design Changes RA 5304(1) Configuration Control Board (CCB) RA 5305(1) Modification Classifications RA 5306(1) Preparation of Draft Modification Leaflets RA 5307(2) Mark or Model Numbers RA 5307(3) Methods of Indicating a Design Change RA 5307(4) Modification Plates RA 5307(5) Y-lists of Modifications RA 5308(1) Service Modifications RA 5308(2) Control of Service Modifications RA 5308(3) Design Record of Service Modifications RA 5313(1) Design Modifications – Project Team RA 5401(1) Provision of Service Technical Publications RA 5402(1) Validation of Service Technical Publications RA 5402(2) Verification of Service Technical Publications RA 5403(1) Amendments to Service Technical Publications RA 5404(1) Fault Reporting RA 5404(2) Quarantine and Disposal RA 5404(3) Fault Investigation RA 5405(1) Special Instructions (Technical) RA 5406(1) Aircrew Publications – Contractors Responsibilities RA 5501(1) Contractual Entitlement RA 5501(2) Demand Procedure RA 5501(3) Return of Equipment

RA 5502(1) Applicability of Aircraft Maintenance Forms and Engineering Record Cards

3.7.2 The Contractor shall comply with the Regulations set out in the above RA by following:

3.7.2.1 the acceptable means of compliance (“AMC”) prescribed therein; 3.7.2.2 where there is more than one AMC, an AMC or AMCs agreed by the Contractor with the Regulator; or 3.7.2.3 other alternative means as may be agreed by the Contractor with the Regulator.

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3.7.3 Complying with the MRP does not reduce or limit any statutory or legal obligation of the Contractor. 3.8 STANDARDS 3.8.1 In addition to any standards referenced elsewhere in this Contract, including the System Requirements Document at Annex B, the Contractor shall comply with the following standards: Reference Title DefStan 00-35 Environmental Handbook for Defence Materiel

Part 3: Environmental Test Methods Issue 4, dated 18 Sept 2006

DefStan 00-40 Reliability and Maintainability Part 1: Management Responsibilities and Requirements for Programmes and Plans Issue 7, dated 20 April 2012 (and Amendment 1)

DefStan 00-42 Reliability and Maintainability Assurance Guides All parts.

DefStan 00-45

Using Reliability Centred Maintenance to Manage Engineering Failures All parts.

DefStan 00-49

MOD Guide to R&M Terminology Used in Requirements. Issue 2 dated: 6th Jun 2008

DefStan 05-57 Configuration Management of Defence Material Issue 5, dated 17 June 2005

DefStan 00-250 Human Factors for Designers of Systems Issue 1, dated 23 May 2008

DefStan 00-56 Safety Management Requirements for Defence Systems Part 1: Requirements Issue 4, dated 1 Jun 2012

DefStan 00-600

Integrated Logistic Support. Requirements for MOD Projects Issue 2 dated: 11th Nov 2011

DefStan 61-17 The Selection and Introduction of Batteries and Fuel Cells for Service Use Issue 5 dated: 30th May 2009

DefStan 61-21

General Specification for Batteries All parts.

DefStan 81-41 Packaging of Defence Materiel 3.9 INDEPENDENT SAFETY AUDITORS, ADVISORS, AND ASSESSORS 3.9.1 The Contractor shall provide access to records, including sub-contractor records, for Contract purposes to enable the Authority appointed Independent Safety auditors, advisors and assessors to carry out safety audits and other assessment activities to meet Authority safety requirements. 3.10 DESIGN APPROVED ORGANISATION SCHEME (DAOS) 3.10.1 In accordance with the Statement of Work at Annex A, for the duration of the Contract the Contractor shall be required to maintain its Design Approved Organisation Scheme (DAOS) status, including the standards and delivery of all sub-contracted services and products. The Authority will provide reasonable support to the Contractor, where required upon request to the Authority's Project Manager.

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3.11 SAFETY MANAGEMENT SYSTEM 3.11.1 The Authority requires that those procuring, supporting and operating equipment and systems to manage safety performance and reduce risks to tolerable and as low as reasonably practicable (ALARP). The Contractor shall achieve this through a documented Safety Management System, through the production of a Safety Case and supervised by a Project Safety Committee. This Committee shall:

3.11.1.1 be chaired by the Authority's Project Manager; 3.11.1.2 have delegated safety authority; 3.11.1.3 comprise those that are affected by the equipment (the stakeholders).

3.12 SAFETY AND ENVIRONMENTAL MANAGEMENT 3.12.1 In addition to any Safety and Environmental requirements or standards referenced elsewhere in this Contract, including the Statement of Work at Annex A, all Safety and Environmental Management activity under the Contract shall be conducted in accordance with the documented Project Oriented Safety Management System POSMS) and Project Oriented Environmental Management System (POEMS) procedures. 3.13 COMMERCIAL RISK 3.13.1 The Contractor acknowledges that any risk assessment which has been, or may be, undertaken in connection with this Contract has been, or will be, a project management function only. Such risk assessment does not affect the legal relationship between the parties. The issuing of any risk assessment questionnaire and the process of risk assessment generally, including without limitation, the identification of (or failure to identify):

3.13.1.1 particular risks and their impact; or 3.13.1.2 risk reduction measures, contingency plans and remedial actions;

shall not in any way limit or exclude the Contractor's obligations under this Contract and shall be entirely without prejudice to the Authority's rights, privileges and powers under this Contract. The risks identified as a result of any risk assessment questionnaire and risk assessment process generally remain the risks of the Contractor and are not assumed by the Authority except to the extent that the Authority expressly and unequivocally accepts those risks under the Contract. Any risk assessment questionnaire released was or will be issued by the Authority solely on this basis. 3.14 MANAGING OBSOLESCENCE RISK The Contractor is responsible for managing obsolescence over the entire period of the Contract and, notwithstanding any obsolescence issues or problems; the Contractor remains responsible for meeting all performance and other requirements of this Contract.

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3.15 CONFIGURATION CHANGES DUE TO OBSOLESCENCE

3.15.1 Any configuration changes due to obsolescence shall be approved in accordance with the Configuration Management Plan, Annex J to the Integrated Support Plan (ISP) (Annex C to the Contract). 3.16 RESOLUTION OF REPAIR DEFECTS ATTRIBUTABLE TO THE AUTHORITY (NON-ATTRIBUTABLE) – SCHEDULE OF REQUIRMENTS ITEM 6

3.16.1 During repair of the EPLB System, in accordance with the Schedule of Requirements Items 4 and 5, and Options at Annex Q if exercised, should the Contractor identify a situation where repairs may be attributable to the action of the Authority (i.e. Non-Attributable to the Contractor) then the Contractor shall notify the Authority’s Project Manager who will record the issue in an Issue Log. If the Authority recognises such a possibility in advance of the Contractor, the Authority shall enter the issue into the Issue Log. Non-Attributable repairs are defined as follows;

3.16.1.1 Repairs required to an Article, supplied in accordance with the Contract, arising from operation, transportation or storage of the said Article outside the Contract specified environment by the Authority; 3.16.1.2 Repairs required to an Article, supplied in accordance with the Contract, arising from use by the Authority contrary to the agreed procedures or operating instructions for such an Article; 3.16.1.3 Repairs required to an Article, supplied in accordance with the Contract, arising from misuse, mis-handling, negligence, malicious acts, loss or damage caused by the Authority.

3.16.2 At the monthly Progress Meetings (Condition 9.3 refers), the list of Non-Attributable damaged Articles will be reviewed and sentenced between the Contractor and the Authority. 3.16.3 Where it is agreed that the defect is Non-Attributable for which the Authority is solely liable, the Contractor shall submit a completed TAF (Annex J to Contract), providing a Firm Price Quotation for the repair. The Contractor shall quote for each repair by completing PART 2 of the TAF and submitting to the Authority’s Project Manager for agreement and authorisation. The Contractor’s quotation shall be constructed as follows:

3.16.3.1 Labour Hours 3.16.3.2 Material Costs (In accordance with Annex T where applicable) 3.16.3.3 Labour Charging Rates (In accordance with Annex K) 3.16.3.4 Delivery or Work Completion Date

3.16.4 Repair prices shall be agreed in accordance with DEFCON 127 and shall utilise the agreed labour charging rates at Annex K to the Contract. 3.16.5 Where it is agreed that the defect is attributable for which the Contractor is liable, the Contractor shall absorb 100% of the cost of repair, and shall complete within (Tenderer to confirm) weeks commencing from the date of the monthly meeting.

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3.16.6 In the event that the Contractor and Authority are unable to determine liability, the matter shall be dealt with in accordance with DEFCON 530. 3.16.7 Any parts or components used in the repair of any Article shall conform to the relevant specification to ensure conformance after repair to the approved specification for that Article. 3.17 ADDITIONAL PROJECT TASKS – SCHEDULE OF REQUIRMENTS ITEM 7

3.17.1 If the Authority wishes to initiate any additional work packages, under Schedule of Requirements Item 7, the procedure detailed below shall apply. 3.17.2 The Authority shall complete PART 1 of the Task Authorisation Form (TAF) (See Annex J) and forward it to the Contractor. 3.17.3 The Contractor shall quote for each task by completing PART 2 of the TAF and submitting 2 copies to the Authority’s Project Manager for agreement and authorisation. The Contractor’s quotation shall be constructed as follows:

3.17.3.1 Labour Hours 3.17.3.2 Material Costs (In accordance with Annex T where applicable) 3.17.3.3 Labour Charging Rates (In accordance with Annex K) 3.17.3.4 Delivery or Work Completion Date

3.17.4 When the TAF has been agreed, it shall be signed by the Authority’s Commercial Branch and returned to the Contractor. The Contractor shall not undertake any work against a TAF until authorisation has been given by the Authority’s Commercial Branch. Any work undertaken by the Contractor against a TAF prior to this approval may result in non-payment for this work. 3.17.5 Prices shall be agreed in accordance with DEFCON 127 and shall utilise the agreed labour charging rates at Annex K to the Contract. 3.17.6 All TAFs raised shall contain a unique serial number designated by the Authority’s Project Manager. The Authority’s Project Manager shall be responsible for the development and maintenance of a TAF Register. 3.18 APPOINTMENT OF PRIME CONTRACTOR AND PLACING OF SUB-CONTRACTS 3.18.1 For the purposes of this Contract and the work to be performed there under, the Contractor shall be designated as the Prime Contractor, and shall accordingly be responsible to the Authority, subject to the provisions of the Contract, for the timely, economic and proper execution of the Contract as described in the SOR and the SOW at Annex A, to meet all requirements of the Contract. 3.18.2 The Contractor's responsibilities referred to in Clause 3.18.1 of this Condition shall apply equally to work carried out by Sub-Contractors in respect of the requirements of the Contract.

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3.18.3 The Contractor shall ensure that the Terms and Conditions of this Contract are reflected in all Sub-Contracts, at whatever level, to the extent necessary to enable the Contractor to fully meet his obligations to the Authority under the Contract. 3.18.4 The Contractor's responsibilities shall also include but not be limited to:

3.18.4.1 the placing, administration, control and management of all Sub-Contracts required to meet the requirements defined in the Schedule of Requirements and SOW, regardless of the method by which the Sub-Contractor may be selected; 3.18.4.2 designing, co-ordinating and overall system engineering and any trials and tests, included in the Contractor's proposal or required under the Contract;

3.18.4.3 planning, programming and progressing of the work including provision of appropriate documentation; 3.18.4.4 financial management of the work including financial control and monitoring of all Sub-Contracts; 3.18.4.5 providing the Authority with the information he reasonably requires to satisfy itself throughout of the life of the Contract that the work is proceeding to time and performance.

3.18.4.6 ensuring that work performed as part of this Contract is carried out and/or performed in accordance with:

3.18.4.6.1 Good Industry Practice; and 3.18.4.6.2 all applicable legislation.

3.18.5 The Contractor shall furnish the Authority with the audit trail document set for any Sub-Contract(s) let by the Contractor and a copy of any Sub-Contract(s) as required by the Authority.

4. PRICE

4.1 DEFCONS DEFCON127 (Edn.10/04) – Price Fixing Condition for Contracts of a Lesser Value (See Note 1) DEFCON619A (Edn.09/97) - Customs Duty Drawback DEFCON643 (Edn.07/04) – Price Fixing (See Note 1) DEFCON648 (Edn.10/01) – Availability Of Information (See Note 1) DEFCON650 (Edn.10/02) - References to the Review Board of Questions Arising under the Contract. (See Note 1) DEFCON651 (Edn.08/09) - Reference to the Review Board of Questions arising in Relation to Relevant Subcontracts Including Those With a Subsidiary Company or Firm (See Note 1)

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DEFCON652 (Edn.07/04) - Remedy Limitation (See Note 1) Note 1: DEFCONs 127, 643, 648, 650, 651 and 652 shall only apply in the following circumstances: a. For the purposes of amendments and extensions to Contract only b. If it becomes necessary to agree firm or fixed prices for changes; or c. If it becomes necessary to agree firm or fixed prices for additional work over

and above that included within the initial Contract. 4.2 PRICE 4.2.1 All price(s) for the Articles and/or Services described at Items 1 to 8 (inclusive) of the Schedule of Requirements, and Option Items 1, 2 and 4 of Annex Q, if exercised, shall be Firm and shall include all work required to satisfy all contractual requirements and shall be inclusive of all royalties, licences and taxes (other than UK VAT and Customs duty – see DEFCONs 513 and 619A) which may be payable. The price(s) shall also include the cost of packaging, transportation and compliance with all Terms and Conditions of the Contract. 4.2.2 Prices for the Articles and/or Services described at Items 6 and 7 of the Schedule of Requirements shall be priced in accordance with DEFCON 127 (for Prices under £250k) or DEFCON 643 (for Prices above £250k), noting the tasking procedures at Conditions 3.16 and 3.17, and the agreed rates at Annex K to the Contract. 4.2.3 Option Item 3 of Annex Q shall be Fixed priced, and subject to the provisions of Condition 4.3. 4.2.4 In the event of any proposed changes to the contracted requirement the Contractor shall, in respect of each such change, provide the Commercial Officer with a quotation in the form of a Firm Price proposal supported by a full price breakdown. The quotation shall include such details as the Authority may require to enable a fair and reasonable adjustment to be negotiated in accordance with DEFCONs 127 or 643. 4.2.5 For the avoidance of doubt, the Contract prices are, and all payments to the Contractor shall be, in Pounds Sterling. Should the lawful currency of the United Kingdom cease to be Pounds Sterling, the Contract prices shall be converted to the replacement lawful currency of the United Kingdom, unless the Authority and the Contractor agree to convert the Contract prices in to a different currency. 4.3 VARIATION OF PRICE 4.3.1 The prices stated in Option Item 3 of Annex Q are FIXED at [year of pricing agreement to be inserted prior to contact award] price levels. The prices do not include provision beyond this date for increases or decreases in the market price of the Articles being purchased. Any such variation shall be calculated in accordance with the following formula:

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V = P (a+b(Oi/O0)) - P

Where:

V represents the variation of price

P represents the FIXED price as stated in the Schedule of Requirements

O represents the index Services Producer Price Index (SPPI) Ref: K8ZU

O0 represents the average OUTPUT Price Index figure for the base period (TBC- the month in which the EPLB tender response is received)

Oi represents the average OUTPUT Price Index figure for the quarter a payment is claimed by the Contractor.

a represents the Non Variable Element (NVE)

b represents the Variable Element

a+b=1

4.3.2 The Output Price Index figures (Oi & Oo) referred to in Clause 4.3.1 above shall be taken from the Services (SPPI), specifically the K8ZU – All Services index, published by the Office of National Statistics. 4.3.3 In the event that any material changes are made to the indices (e.g. a revised statistical base date) during the period of the Contract and before final adjustment of the final Contract price, then the re-basing methodology outlined by the Office for National Statistics (ONS, the series providers) to match the original index to the new series shall be applied. 4.3.4 In the event the agreed index or indices cease to be published (e.g. because of a change in the Standard Industrial Classification) the Authority and the Contractor shall agree an appropriate replacement index or indices, which shall cover to the maximum extent possible the same economic activities as the original index or indices. The methodology outlined by the Office for National Statistics used for rebasing indices (as in clause 4.3.3 above) shall then be applied. 4.3.5 Notwithstanding the above, any extant index agreed in the Contract shall continue to be used as long as it is available and subject to ONS revisions policy. Payments calculated using the extant index during its currency shall not be amended retrospectively as a result of any change to the index or indices. 4.3.6 The Contractor shall notify the Authority of any significant changes in the purchasing / manufacturing plan on the basis of which these provisions were drawn up and agreed, or of any other factor having a material bearing on the operation of these provisions such as to cause a significant divergence from their intended purpose, in order that both parties may consider whether any change in this provision would be appropriate. 4.3.7 Prices shall be adjusted taking into account the effect of the above formula as soon as possible after publication of the relevant indices or at a later date if so agreed between the Authority and the Contractor. Where an index value is subsequently amended, the Authority and the Contractor shall agree a fair and reasonable adjustment to the price, as necessary. 4.3.8 Any delay caused by the Contractor in meeting the required delivery dates for the Contract shall not result in the movement of the point upon which Variation of Price will be calculated.

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4.3.9 Claims under this Condition shall be submitted to the Authority’s Commercial and Project Officer who shall, subject to agreement of the Contractor’s claim in respect of this Condition 4.3, raise a purchase order on P2P (DEFCON 522J refers). 4.4 OPTION PRICES

4.4.1 In addition to the requirements detailed in the Schedule of Requirements Items 1 to 8, the Contractor hereby grants to the Authority in consideration of the award of this Contract, and in addition to the Requirement and Services already provisioned for in this Contract, an irrevocable Option to purchase, the additional Articles or Services set out in Annex Q to the Contract, it being agreed that the Authority has no obligation to exercise such Options. 4.4.2 Deliverable dates and milestone payment dates for Options will be mutually agreed before the Option is taken up. 4.4.3 Prices for Option items shall be valid for acceptance by the Authority as follows; (periods to be inserted from successful Tenderer prior to Contract Award)

4.4.3.1 For Option Item 1 until To be confirmed 4.4.3.2 For Option Item 2 until To be confirmed 4.4.3.3 For Option Item 3 until To be confirmed 4.4.3.4 For Option Item 4 until To be confirmed

or within such further period as corresponds to the aggregate of any period(s) for the duration of which the Authority is prevented from exercising any such option by reason of any other breach of the Contract by the Contractor.

4.4.4 The Authority shall have the right to exercise the options by the specified dates or within such further period as corresponds to the aggregate of any period(s):

4.4.4.1 of delay in the delivery programme whether constituting any breach of the Contract or resulting from any force majeure event within Condition in the mutual agreement with the Contractor; or 4.4.4.2 for the duration of which the Authority is prevented from exercising any such option by reason of any other breach of the Contract by the Contractor.

4.5 EXERCISE OF OPTIONS 4.5.1 The Authority reserves the right to seek competitive tenders, where appropriate, for the option requirements detailed in Condition 4.4 of this Contract within the period specified for the exercise of that option as detailed in Condition 4.4. In such event, the Contractor shall not relinquish any of his obligations to supply the option requirement(s) detailed in Condition 4.4, nor shall the Authority waive any of its rights under said Condition.

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4.6 NOMINAL COSTS

4.6.1 Any costs incurred by the Contractor in addition to the sum stated in the Contract shall not be recoverable against any non-competitive contract placed by the Authority either as a direct or indirect charge. 4.7 CONTRACT CHANGES

4.7.1 Any change to the Contract requirements which may affect the Contract price, delivery programme or performance of the system, or which may similarly affect In Service Support, shall be submitted to the Authority as a Contract Change in accordance with the processes at Sub-clauses 4.7.2 to 4.7.3 below. 4.7.2 For changes estimated to cost more than £250,000 the Contractor shall submit a quotation for the proposed change in accordance with DEFCON643 - Price Fixing. Changes costing in excess of £250,000 shall be subject DEFCON652 and shall have Equality of Information Pricing Statements completed in accordance with Annex R to the Contract in each instance. In addition, changes costing in excess of £1,000,000 shall be priced in accordance with the Authority's NAPNOC policy as explained in the MOD Guidelines to Industry 6. For changes estimated to cost below £250,000 the Contractor's quotation shall be submitted in accordance with DEFCON 127. 4.7.3 All quotations shall have a validity of 6 months and shall be accompanied by a detailed price breakdown. This breakdown shall detail the amounts included under such headings as: Direct Labour (man hours and wage rates), Overheads, Materials, Bought-out parts, Sub-contracted work, travel and subsistence and profit.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 DEFCONS DEFCON14 (Edn.11/05) - Inventions and Designs Crown Rights and Ownership of Patents and Registered Designs DEFCON15 (Edn.02/98) - Design Rights and Rights to Use Design Information For the purposes of DEFCON 15, the Contract Data Requirements at Annex L shall apply. DEFCON16 (Edn.10/04) - Repair and Maintenance Information For the purposes of DEFCON 16, the Contract Data Requirements at Annex L shall apply. DEFCON19 (Edn.01/76) - Free User, Maintenance and Supply of Drawings DEFCON21 (Edn.10/04) - Retention of Records For the purposes of DEFCON 16, the Contract Data Requirements at Annex L shall apply. DEFCON90 (Edn.11/06) – Copyright

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For the purposes of this Condition, Clause 6 of DEFCON 501 shall not apply. The processes described and documents required by this Condition are to be conducted or transmitted manually (i.e. not electronic) or as otherwise detailed in the Contract. DEFCON632 (Edn.08/12) - Third Party Intellectual Property - Rights and Restrictions For the purposes of this Condition, Clause 6 of DEFCON 501 shall not apply. The processes described and documents required by this Condition are to be conducted or transmitted manually (i.e. not electronic) or as otherwise detailed in the Contract. 5.2 IPR LISTINGS 5.2.1 A list of Background IPR and Foreground IPR is identified at Annex H to the Contract. 5.2.2 Should further Foreground IPR be developed under the Contract, the Contractor shall inform the Authority as soon as possible and Annex H shall be updated through Contract Amendment. 5.3 COMMERCIAL EXPLOITATION 5.3.1 The Contractor shall not sell other than to the Authority any Articles delivered in accordance with this Contract and which involve the results of the design / development work carried out under the Contract without the prior approval of the Authority. 5.3.2 The Contractor shall comply with the provisions set out in the Commercial Exploitation Agreements as set out at Annex M to the Contract. 5.4 PROPRIETARY TECHNICAL PUBLICATIONS 5.4.1 The Contractor shall ensure that the Authority has the right to copy, amend, extend or have copied, amended or extended any technical publication called for under the Contract or any part thereof including any such part when incorporated in any amended or extended version of such technical publication, and to circulate, use or have used said technical publication including any amended or extended version and any copies thereof for any United Kingdom Government purpose but not for the purpose of manufacturing equipment to which the technical publication relates. 5.5 CONFIDENTIALITY

5.5.1 This Condition shall apply in addition to and notwithstanding DEFCON 531 or any other confidentiality Condition of the Contract. 5.5.2 For the purposes of this Condition "Controlled Information" shall mean any information in any written or tangible form which is disclosed to the Contractor by or on behalf of the Authority under or in connection with the Contract, and which is identified by the legend "Controlled Information" or other approved legend notified to the Contractor. Controlled Information shall exclude information provided by oral communication.

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5.5.3 Where Controlled Information is provided to the Contractor, it shall:

5.5.3.1 compile a register of that Controlled Information, which shall include explicit description of the Controlled Information, a record of the number of copies made and a record of all access to the Controlled Information including access to any copies of the Controlled Information. 5.5.3.2 maintain this register for the duration of the Contract and for two years following completion of the Contract. 5.5.3.3 make the register of access available to the Authority upon reasonable notice for inspection and audit for so long as it is required to be maintained under this Condition; and, 5.5.3.4 at the completion of the Contract, return to the Authority all original and duplicate copies of the Controlled Information, or else at the Authority's option destroy these copies and provide a certificate of destruction to the Authority.

5.6 EXPORT, IMPORT LICENCES AND SECURITY CLEARANCES

5.6.1 The Contractor shall be responsible for securing any export/import licences or security clearances necessary to enable him to meet his obligations under the terms of the Contract and shall confirm to the Authority, with supporting evidence, that such licences and clearances have been secured. 5.6.2 The Contractor shall inform the Authority at the earliest opportunity of the route by which he intends to obtain export licence approval from the appropriate Government in order to satisfy delivery requirements under the Contract in particular, where the Contractor chooses to use a Technical Assistance Agreement or Manufacturing Licence Agreement, he shall promptly notify the Authority and shall not seek the appropriate Government approval for the Agreement until first negotiating its contents with the Authority. 5.7 PROCEDURE FOR MAKING DIRECT AGREEMENTS WITH SUB-CONTRACTORS 5.7.1 The Contractor shall not place any sub-contract or order involving design or development of equipment required under this Contract without prior approval of the Authority. 5.7.2 The Contractor shall not enter into any commitment in relation to sub-contract work for the design or development of equipment required under this Contract until the sub-contractor has entered into an agreement with the Authority in the form of the Agreement set out in Annex O to the Contract. Where possible, the request for approval shall be accompanied by two copies of the agreement signed by the sub-contractor. If, in any case, the Contractor is unable to comply with this Condition, he shall report the matter to the Authority’s Commercial Officer and await further instructions before placing the sub-contract or order. 5.7.3 The Contractor shall include in all sub-contract orders placed all relevant Contract Conditions agreed with the Authority and shall ensure that all sub-

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contract orders are amended as necessary to include amendments to the Contract. 5.7.4 If, in any case the Contractor is unable to comply with this Condition he shall report the matter to the Authority and await further instructions before placing the sub-contract or order.

6. LOANS

6.1 DEFCONS DEFCON23 (Edn.08/09) - Special Jigs, Tooling and Test Equipment DEFCON76 (Edn.12/06) - Contractor's Personnel at Government Establishments DEFCON601 (Edn.10/04) – Redundant Materiel DEFCON611 (Edn.07/10) - Issued Property DEFCON694 (Edn.02/12) - Accounting For Property of the Authority 6.2 GOVERNMENT FURNISHED ASSETS 6.2.1 Any Government Furnished Equipment, Services, Facilities and Information (together referred to as Government Furnished Assets (GFA)) supplied or to be supplied by the Authority to the Contractor under this Contract shall be recorded at Annex G to the Contract. Where GFA is made available to the Contractor by the Authority at Government Establishments the GFA shall be subject to the terms of DEFCON 76. Where GFA is issued to the Contractor and is not retained at a Government Establishment, the requirements of DEFCON 611 shall apply. 6.2.2 The GFA detailed at Annex G to the Contract shall be made available to the Contractor under the terms of DEF STAN 05-99 Issue 4 as Contract Support Items for the purposes of the Contract only and shall be returned to the Authority on completion of the Contract. 6.2.3 The GFA List at Annex G to the Contract represents the identified GFA items as agreed between the Authority and Contractor at Contract signature. If the Contractor wishes the Authority to provide any further GFA which is not referred to in Annex G, he must give the Authority reasonable notice as is practicable in the circumstances and give details of his requirement. New requirements for GFA shall be subject to negotiation with the Authority. The Authority will endeavour to meet such requirements but there will be no obligation to do so. The GFA list will subsequently be revised to reflect the change via the Contract Amendment procedure. 6.2.4 If the requirement can be satisfied from within the Authority's existing resources, the appropriate terms shall be negotiated. The Contractor shall not request items of equipment on loan from Government Sources, except for those listed in Annex G, without first obtaining the written agreement of the Authority to do so.

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6.2.5 The Authority shall have no liability to the Contractor if, when the equipment or services are made available or offered to be made available on the agreed date the Contractor fails to make use of them. In such circumstances the liability of the Authority shall cease with effect from the time the facility is made available or offered on the agreed dates. 6.2.6 The Contractor shall observe the instructions of the Authority regarding any Government owned equipment issued to him for the purpose of the Contract and shall be responsible for the safe custody of issued GFA throughout the duration of the Contract. The Contractor shall observe any accounting instructions issued by the Authority (clause 12 of DEFCON 611 refers). 6.2.7 The Contractor shall not modify any GFA without the agreement of the Authority except for those items so identified in Annex F hereto. If he has any doubt about the suitability of any item, or has proposals for design changes, the Contractor shall advise the Authority accordingly at the earliest opportunity, preferably at the time of the agreement of the Specification for the main item of materiel. The Contractor shall ensure that the design of the installation using Government Furnished Assets is in accordance with the specific requirements of such equipment. 6.2.8 The Contractor shall take all steps that are necessary to ensure that it has brought to the notice of all Sub-Contractors and any other persons dealing with any GFA that the Authority or the supplying agency is the owner of the equipment. The Contractor shall notify the Authority immediately of any attempts by a third party to secure a lien or rights of a similar kind on any GFA. At the same time he shall notify the third party that the Authority or the supplying agency is the owner of the GFA. This shall not relieve the Contractor of his obligations under DEFCON 611. 6.2.9 The Contractor shall provide reasonable access to all GFA issued under the Contract for the Authority to inspect and undertake necessary servicing/maintenance work. The Contractor shall ensure a similar provision is included in any Sub-Contract under which GFA is issued. 6.2.10 As and when the Contractor no longer has a requirement under the Contract to hold GFA or otherwise on completion of all work under the Contract he shall seek disposal instructions from the Authority's Commercial Officer and confirm when the GFA has been returned/disposed of. 6.2.11 The Authority reserves the right to withhold Milestone Payment(s) under the Contract until such time as all GFA items due to be returned prior to completion of such milestones are returned. 6.2.12 The Authority reserves the right to withhold final payment under the Contract until the Contractor has returned all GFA, under the obligations of clause 8 of DEFCON 611, issued to him for the purpose of the Contract. 6.3 JIGS, TOOLS MOULDS, DIES, MANUFACTURING GAUGES AND TEST EQUIPMENT 6.3.1 The Contractor shall not claim any grant from Government funds towards the cost of any jigs, tools, mould, dies, manufacturing gauges or test equipment which are provided by him and for which the amount payable to him by the Authority is included in the Contract Price.

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6.3.2 The Contractor shall include in all Sub-Contracts, under which he is to bear the full cost of any jigs, tools, mould, dies, manufacturing gauges or test equipment, provision that such items shall become the property of the Contractor and that the Sub-Contractor shall not claim any grant as is referred to in Clause 6.2.1 in respect of any such items. 6.3.3 Any jigs, tools, mould, dies, manufacturing gauges or test equipment provided under the Contract shall be subject to the Conditions of DEFCON 23 and the Contractor shall maintain a register of them as required by paragraph (ii) of that Condition.

7. DELIVERY

7.1 DEFCONS DEFCON5J (Edn.07/08) - Unique Identifiers Where used in conjunction with contracts for services, Clause 2 of the DEFCON shall not apply. DEFCON92 (Edn.08/90) - Failure of Performance This DEFCON shall apply to Schedule of Requirements Items 1, 4, 5, 6, 7 and 8, (and Options Items 3 and 4 of Annex Q if exercised). DEFCON113 (Edn.10/04) - Diversion Orders DEFCON507 (Edn.10/98) – Delivery DEFCON524 (Edn.10/98) – Rejection DEFCON525 (Edn.10/98) – Acceptance For the purposes of the Contract, the Authority’s nominated representative for acceptance shall be the Authority’s Project Manager, DES APS-TMS8, DEFFORM 111 Box 2 refers. DEFCON612 (Edn.10/98) - Loss of or Damage to the Articles DEFCON614 (Edn.09/03) – Default This DEFCON shall apply to Schedule of Requirements Items 2 and 3, (and Options Items 1 and 2 of Annex Q if exercised). DEFCON621B (Edn.10/04) - Transport (if the Contractor is responsible for transport). 7.2 DELIVERY 7.2.1 All deliveries at Schedule of Requirements Item 2 and 3 shall be consigned to and delivered in accordance with the Delivery Schedule at Annex D to the Contract.

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7.2.2 With regard to Options at Annex Q to the Contract, delivery shall be subject to a mutually agreed delivery date prior to the Authority exercising the option (in accordance with Condition 4.3). Once agreed, the delivery dates for options shall inserted into the Contract by Contract amendment in accordance with DEFCON 503. 7.3 SELF TO SELF DELIVERY 7.3.1 Where any Article to be supplied under the Contract is to be delivered otherwise than being handed over by the Contractor to the Authority, as where an Article is to be delivered by the Contractor to his own premises or to those of a Sub-Contractor (‘self-to-self delivery’), the risk in such Article shall (notwithstanding the provisions of DEFCON 612) remain vested in the Contractor until such time as the Article is handed over to the Authority. 7.4 DOCUMENTATION 7.4.1 All reports and other documentation delivered under the Contract shall be produced in accordance with the Statement of Work at Annex A, the Data Item Descriptions (DIDs) at Annex I, and the Contract Data Requirements List (CDRL) at Annex L to the Contract. 7.4.2 The Contractor shall apply a Copyright Legend to all documents delivered as CDRL items which shall include the name of the Contractor (or copyright owner if not the Contractor), the date of creation of the document, and the Contract Number and Condition under which it is supplied to the Authority. 7.4.3 The Contractor and the Authority shall agree the appropriate method of identifying proprietary information within the documents. 7.4.4 The Authority will endeavour to respond in full to correspondence received from the Contractor within 10 business days. If this is not practicable, it will provide an interim response. 7.5 ANCHOR MILESTONES 7.5.1 Achievement of EPLB Anchor Milestones shall be in accordance with this Condition 7.5 of the Contract and the specific achievement criteria detailed at Annex E. 7.5.2 It is agreed by the Parties that all milestones recorded at Annex E to the Contract shall be Anchor Milestones. No later than the due dates detailed at Annex E for each Anchor Milestone, the Contractor shall demonstrate to the Authority his compliance with the specified Anchor Milestone Success Criteria. 7.5.3 Formal written confirmation by the Authority’s Commercial Officer (Box 1 DEFFORM 111) will be provided upon successful demonstration of an Anchor Milestone. Anchor Milestones shall be completed sequentially. If an Anchor Milestone is not achieved by its due date, the Authority shall not be obliged to make any payment to the Contractor against any subsequent Anchor Milestone until the earlier Anchor Milestone has been successfully achieved.

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7.5.4 Should the Contractor believe that any of the Anchor Milestones are at risk he shall inform the Authority as soon as possible, no later than 2 weeks before the Anchor Milestone date, in order for appropriate corrective action to be initiated. 7.5.5 Where the Contractor fails to achieve the Anchor Milestone by its due date, the Authority may, by notice in writing to the Contractor, terminate the Contract with immediate effect under DEFCON 92, Failure of Performance, or DEFCON 614, Default, whichever is most appropriate as specified in Condition 7.1 above, or set a new date for achievement of the Anchor Milestone. Where it is considered appropriate, the Authority may require the Contractor to submit a recovery plan, which, if found acceptable to the Authority, will agree a new date for successful achievement of the respective Anchor Milestone. If the recovery plan is not acceptable to the Authority, then the Authority reserves the right to terminate the Contract with immediate effect. 7.5.6 In the event that the Authority accepts the Contractor’s recovery plan, the Contractor shall work to the recovery plan as if it were the date originally specified in the Contract. If the Contractor fails to meet the new date for achievement of the Anchor Milestone identified in his recovery plan, then the Authority reserves the right to terminate the Contract with immediate effect. 7.5.7 Where the Authority terminates the Contract under Clause 7.5.7 of the Contract, the Contractor shall not be entitled to any payments for any work which has not been completed in accordance with the payment scheme established under Clause 8.2 of the Contract. In respect of all work which has been completed as at the termination date, any advances against the Contract price that were paid to the Contractor prior to such termination under Clause 8.3 of the Contract shall to the extent that repayment is available and is required by the Authority, be repaid by the Contractor to the Authority. 7.5.8 No statement or action by any representative of the Authority or other representative of the Ministry of Defence, shall have deemed to have waived the rights of the Authority to terminate the Contract or of any other remedy under the Contract, except where such a waiver is expressly confirmed in writing by the Authority’s Commercial Officer as specified at Box 1 of the Appendix to the Contract (DEFFORM 111). 7.5.9 In the event that an Anchor Milestone is not achieved by the Contractor and the Authority neither wishes to terminate the Contract nor accept a recovery plan, then the Authority shall discuss any changes to the Contractor’s future obligations under the Contract. Any agreed time and performance impacts shall be incorporated into the Contract by means of a contract amendment. 7.6 EXIT STRATEGY 7.6.1 On termination of the Contract, at any time and for whatever reason, the Authority shall not be liable for any costs additional to those set out in the Contract. 7.6.2 To provide for the possibility of a handover to either a successor contractor or the Authority on termination of the Contract and up to 12 months after Contract end, the Contractor shall make available, in a format which he would expect were he the successor contractor, the following:

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7.6.2.1 All Ministry holdings as identified in Annex F to the Contract – GFA. 7.6.2.2 All reports, databases, software etc produced over the period of the Contract.

7.6.3 The handover shall include a provision within a 12 month period from termination of the Contract, for any successor contractor or the Authority to be directly briefed by the Contractor, in all matters that the successor contractor or Authority may raise as relevant to the past and/or future performance of work under the Contract. 7.7 FORCE MAJEURE 7.7.1 The Contractor shall not be in breach of this Contract, nor liable for late or non-performance of any of its obligations under this Contract, if such delay or failure result from a “Force Majeure Event”. For the purposes of this Contract a Force Majeure Event is defined as one of the following:

7.7.1.1 acts of nature; 7.7.1.2 war; 7.7.1.3 hostilities; 7.7.1.4 fire at any of the Contractor’s premises or those of its suppliers.

7.7.2 The Contractor shall immediately notify the Authority in writing on the occurrence of a Force Majeure Event, including details of the Force Majeure Event, its effect on the Contractor’s obligations under this Contract, and the actions proposed to mitigate its effect. 7.7.3 Subject to Clause 7.7.4 below, the Contractor shall be entitled to an appropriate extension of time for performing such obligations provided always that the Contractor has used, to the satisfaction of the Authority, all reasonable endeavours, both to mitigate the effects of the Force Majeure Event, and to facilitate the continued performance of its obligations under this Contract. 7.7.4 The maximum extension of time granted under this Clause shall be limited 6 months after which time the Authority may, on giving written notice to the Contractor, terminate this Contract with immediate effect. 7.8 ACCEPTANCE 7.8.1 For the purposes of DEFCON 525, final acceptance of the Articles and Services delivered under the Contract shall take place following written concurrence from the Authority that the requirements of all Specifications have been achieved, and all the other requirements of the Contract have been fully met. 7.8.2 The Authority shall be allowed 30 working days, from receipt of Contract deliverables, unless otherwise agreed in advance, to consider any data, reports or other detail required to satisfy itself that individual requirements have been met. Any evidence of acceptance rejected by the Authority shall be notified to the Contractor within this time period. Details of rejection shall be passed (in writing) to the Contractor, who will duly carry out the corrective action at no extra cost to the Authority. Post-corrective action compliance evidence shall then be submitted to the Authority for acceptance.

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7.9 LIQUIDATED DAMAGES 7.9.1 It is recognised by the Parties that if the Contractor fails to deliver any of the Articles by the date(s) specified in the Delivery Schedule at Annex D the Authority will suffer loss and damage. 7.9.2 Accordingly, for each month’s delay (including bank holidays and weekends) of Live Operational and Live Testing Variants, the Contractor shall pay the Authority £6 per beacon per month as Liquidated Damages, subject to a maximum of £144 per beacon. The Parties confirm that this sum represents a genuine pre-estimate of the Authority’s loss. 7.9.3 The provisions of this Clause are without prejudice to any other rights of the Authority under the Contract, including but not limited to those under DEFCON 614 (Default). Accordingly, in the event that the Authority terminates the Contract, Liquidated Damages shall be payable under Clause 7.9.2 above until the date of such termination. 7.9.4 Unless expressly stated by the Authority in writing, the provisions of DEFCON 527 (Waiver) shall apply to the Authority’s right to recover Liquidated Damages under this Clause 7.10 DATA DELIVERABLES 7.10.1 The Contractor shall deliver and maintain (as appropriate) the Contract Data Deliverables defined at Annex N to the Contract. 7.10.2 Acceptance of all Data Deliverables shall, unless otherwise specified, be in accordance with Clause 7.8.2.

8. PAYMENTS/RECEIPTS

8.1 DEFCONS DEFCON509 (Edn.09/97) - Recovery of Sums Due DEFCON513 (Edn.06/10) - Value Added Tax DEFCON522J (Edn.05/03) - Payment under P2P DEFCON523 (Edn.03/99) - Payment of Bills Using the Bankers Automated Clearing Service (BACS) System DEFCON534 (Edn.06/97) - Prompt Payment (Sub-Contracts) DEFCON649 (Edn.07/99) – Vesting 8.2 CLAIMS FOR PAYMENT 8.2.1 All claims for payment shall be invoiced through the Purchase to Payment (P2P) System.

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8.2.2 In respect of Contract Item 1 of the Schedule of Requirements, payment will be made upon successful completion of Milestones in accordance with clause 8.4 and the Milestone Payment Plan at Annex F to the Contract. 8.2.3 In respect of Contract Items 2 and 3 of the Schedule of Requirements, payment will be made upon successful Delivery (in accordance with Annex D to the Contract) of the equipment. 8.2.4 In respect of Contract Item 4 of the Schedule of Requirements, payment will be made Quarterly in arrears, in accordance with Annex V to the Contract. 8.2.5 In respect of Contract Item 5 of the Schedule of Requirements, payment will be made Quarterly in arrears, in accordance with Annex V to the Contract and Clause 8.3. 8.2.6 In respect of Contract Item 6 of the Schedule of Requirements, payment will be made upon successful completion of the repair service. 8.2.7 In respect of Contract Item 7 of the Schedule of Requirements, payment will be made upon completion of the agreed task activity. 8.2.8 In respect of Contract Item 8 of the Schedule of Requirements, payment will be made upon successful delivery of each Training course. 8.3 IN SERVICE SUPPORT PAYMENT ARRANGEMENTS 8.3.1 Payment of Item 5 of the Schedule of Requirements (and options 3a, 3b and 3c if exercised) shall be in accordance with Annex V to the Contract, based upon the satisfactory achievement of the reliability requirements, specified at Para 94(d)(ii) of the Statement of Work at Annex A. The withholding of a performance payment under the conditions stated in clauses 8.3.2 and 8.3.4 (below) constitutes a remedy for performance when such performance is measured as being below the stated requirements. 8.3.2 The EPLB availability will be recorded and monitored by the Contractor and presented (with supporting evidence) to the Authority at each of the monthly review meetings. If it is evident that the Contractor has not met the 99.979% Operational Availability target (as defined at 94(d)(ii) of the Statement of Work at Annex A) for the previous quarter, then the Authority shall withhold a proportion of the total quarterly payment for Items 5 of the Schedule of Requirements. The withhold proportion shall be 40%. 8.3.3 Following a withhold by the Authority of any given quarter’s payment, the Contractor shall be entitled to claim all withheld quarterly payments (in addition to the regular quarterly payment) and the Authority will pay such retention when the Contractor can demonstrate (with supporting evidence) that his performance meets the availability target throughout the quarter subsequent to the quarter in which a failure occurred. 8.3.4 Should the availability target not be met in any particular quarter then the Contractor shall submit an action plan to address the underperformance, for the Authority’s approval. It shall be noted that the Authority will continue, unless otherwise agreed, to withhold payment until the Contractor can demonstrate

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(with supporting evidence) that the availability target has been achieved for 1 (one) quarter. 8.4 MILESTONE PAYMENTS 8.4.1 The Authority shall, subject to the following provisions of this Condition, make to the Contractor advances against the price payable for Item 1 of the Schedule of Requirements (“interim payments”), in accordance with the Milestone Payment Plan set out in Annex F of the Contract. 8.4.2 The Contractor shall be entitled to interim payments, to be claimed in accordance with clause 8.4, for each stage under the Milestone Payment Plan, when:

8.4.2.1 the Contractor has completed all work comprised in the stage for which the interim payment is sought in accordance with Annex F of the Contract; 8.4.2.2 all previous stages have been completed, unless the parties expressly agree otherwise; and

8.4.3 the Contractor shall have complied with all its contractual obligations which enable the Authority to monitor the Contractor’s contractual performance, including but not limited to those obligations related to the provision of information to the Authority. 8.4.4 Notwithstanding 8.4.2 above, the Authority shall not be obliged to make an interim payment to the Contractor if it has reasonable cause to believe that the Contractor will be unlikely to render complete performance of its obligations in respect of Items 1 of the Schedule of Requirements. 8.4.5 Where the Authority intends to rely on 8.4.4 above as the basis for rejecting any claim for an interim payment which the Contractor may make, the Authority shall give to the Contractor notice in writing of its intention together with the Authority's reasons for the rejection. 8.4.6 The Authority shall without prejudice to any other right / remedy of either Party be entitled to recover in full all interim payments made under the Contract where:

8.4.6.1 the Contract, or the part of the Contract under which Items 1 of the Schedule of Requirements are to be provided, is terminated otherwise than in accordance with DEFCON 656, or expires by reason of passing of time; and 8.4.6.2 the Contractor has failed to complete performance of Schedule of Requirements Item 1.

8.4.7 In the event of repayment to the Authority under the provisions of 8.4.6 above then all that which vested in the Authority under the provisions of DEFCON 649 and which related to Items 1 of the Schedule of Requirements shall re-vest in and become the absolute property of the Contractor. 8.4.8 Payment of an interim payment by the Authority under this condition 8.4 shall not, unless expressly stated to do so, constitute:

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8.4.8.1 acceptance by the Authority of any contractual deliverable; 8.4.8.2 a representation by the Authority that the Contractor has complied with any contractual obligations; or 8.4.8.3 a waiver of the Authority’s right to subsequently claim that the conditions for payment of that interim payment were not satisfied.

9. CONTRACT ADMINISTRATION

9.1 DEFCONS DEFCON604 (Edn.11/04) - Progress Reports For the purposes of the Contract, the Contractor shall produce all reports in accordance with the Statement of Work at Annex A. DEFCON609 (Edn.10/98) - Contractor's Records DEFCON642 (Edn.06/97) - Progress Meetings For the purposes of the Contract, the Contractor shall host and attend meetings in accordance with the Statement of Work at Annex A and condition 9.3. DEFCON 647 (Edn 09/13) – Financial Management Information For the purposes of paragraph 2(c) of DEFCON 647, financial information shall be due annually. 9.2 REPORTING 9.2.1 During the design and manufacture phases, pre-Logistics Support Date, the Contractor shall produce Monthly Project Progress Reports in accordance with the Statement of Work at Annex A to the Contract. The Monthly Project Progress Report shall be delivered to the Authority’s Project Manager and the Authority’s Commercial Officer, as identified in the DEFFORM 111 to the Contract, 5 working days prior to the meeting. 9.2.2 Following the Logistics Support Date (LSD), the Contractor shall produce Monthly In-Service Support (ISS) Progress Reports in accordance with the Statement of Work at Annex A to the Contract. The ISS Progress Report shall be delivered to the Authority’s Project Manager and the Authority’s Commercial Officer, as identified in the DEFFORM 111 to the Contract, 5 working days prior to the ISS meeting. 9.3 PROGRESS MEETINGS 9.3.1 Meetings shall be conducted in accordance with the requirements set out at Annex A to the Contract – Statement of Work. 9.3.2 Any Meetings required by the Authority in connection with the performance of the Contract shall be at no additional cost to the Authority.

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9.3.3 All Meetings shall be held at the Contractor’s premises unless otherwise agreed between the Authority and the Contractor. 9.3.4 All costs incurred by the Contractor in connection with these meetings shall be deemed to be included in the Contract price. 9.4 AMENDMENTS TO CONTRACT 9.4.1 Only the Authority’s Commercial Officer detailed in the Appendix (DEFFORM 111), or his authorised representative, is authorised to vary the Terms and Conditions of the Contract. Such variations shall only have effect if agreed in writing. 9.4.2 Any technical or other proposal from the Contractor requiring an amendment to the Contract is to be submitted in writing to the Authority for consideration, together with cost and time-scale implications. Any such changes accepted by the Authority shall be notified to the Contractor by written amendment to the Contract, and shall not be effective until accepted in writing by the Contractor. 9.4.3 Notwithstanding DEFCON 503, nothing said, done or written by any person nor anything omitted to be said, done or written by any person including, but without limitation, any servant or agent of the Authority shall in any way affect the rights of the Authority to modify, affect, reduce or extinguish the obligations and liabilities of the Contractor under the Contract, or be deemed to be a waiver of rights of the Authority, unless stated in writing and signed by the Authority’s Commercial Officer named in the Appendix (DEFFORM 111) to this Contract.

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emergency personal locator beacon (eplb)

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