Flowdowns for MKV Contract W9113M-04-D-0001 s7

06/16/2015

Document No. FBM101, Rev. 0

Flowdowns for General Dynamics Advanced Information Systems Subcontract 15-SC-0020, Nuclear Weapon Security C2 (Prime Contract #N00030-15-C-0001)

Full Text Clauses

Section D:

D.1 Commercial Practices

Unless otherwise specified in this Subcontract, goods and data shall be preserved, packaged, packed and marked in accordance with best standard commercial practices which are adequate to ensure against damage/deterioration during transit and storage pending usage. All shipments and mailings shall meet the requirements of commercial practice of shipment.

D.3 Transmittal of Classified Data (Applicable if you will be submitting classified data in performance of this purchase order/subcontract.)

Classified data submitted as required by the Subcontract shall be wrapped and marked in accordance with the requirements of the Contract Security Classification Specification, DD Form 254.

D.4 Shipments of Goods (Routing/Carrier, Shipping Address, F.O.B. Point, Marking & Notification Instructions. Advance Shipping Notice)

There is no expectation for shipment of goods by the Subcontractor during performance of this Subcontract. In the event that shipment is necessary, shipping method and instructions will be mutually agreed to in writing by the Parties.

Section E:

E.1 Inspection and Acceptance

(a) Buyer has the right to inspect and evaluate the work performed or being performed under the Subcontract, and the premises where the work is being performed, at all reasonable times and in a manner that will not unduly delay the work. If the Buyer performs inspection or evaluation on the premises of the Subcontractor or its subcontractor(s), the Subcontractor shall furnish and require its subcontractor(s) to furnish, without additional charge, all reasonable facilities and assistance for the safe and convenient performance of these duties.

(b) Final inspection and acceptance of goods and data shall occur at Buyer's facility upon the Buyer's acceptance of same in accordance with the inspection, test and acceptance criteria of the Subcontract Statement of Work. Unless otherwise specified in the Subcontract, the Buyer shall accept supplies and services as promptly as practicable after delivery, and supplies shall be deemed accepted 60 days after delivery, unless accepted earlier.

(c) Data requirements and inspection and acceptance thereof shall be as indicated in the Subcontract Data Requirements of the Statement of Work.

(d) Quality assurance requirements shall be as indicated in the Subcontract Product Assurance Requirements of the Statement of Work.

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(e) The provisions of this Section E are in addition to any other inspection and acceptance provisions of the Subcontract. In the event of a conflict between Section E and any other inspection and acceptance provisions of the Subcontract, including the inspection and acceptance provisions set forth by the Subcontract Statement of Work and the Subcontract General Provisions, the full text provisions of Section E shall prevail.

Section G:

G.4 Submission of Incurred Cost Proposals (Applicable if FAR 52.216-7 applies to your purchase order/ subcontract.)

Subcontractor shall submit the annual incurred cost proposal required by FAR 52.216-7 to Subcontractor's cognizant U.S. Government audit agency within six (6) months after the end of Subcontractor's fiscal year. Subcontractor shall confirm its submission in writing to Buyer, to include the date of its incurred cost proposal submission to its cognizant U.S. Government audit agency, the point of contact name and the address of the cognizant audit agency. Such written notice shall be provided to Buyer within sixty (60) days of Subcontractor's incurred cost proposal submission to its cognizant U.S. Government audit agency. Subcontractor agrees that the audit results shall be reflected in timely adjustments to the prices paid by Buyer to Subcontractor under this Subcontract as reflected in Subcontractor's invoices to Buyer.

G.6 Sales – Use Tax

All goods and services purchased under this Subcontract are for resale. Massachusetts Tax Permit No. is 45-048- 4950.

G.7 Patent Reporting

Under the Patent Rights clause of this Subcontract the applicable federal agency is:

Strategic Systems Programs (SSP) Intellectual Property Office 2121 S Clark Street, Suite 1000 Arlington, VA 22202

Section H:

H.2 Buyer/Government Furnished Special Tooling (ST), Special Test Equipment (STE), Plant Equipment (PE), Material and/or Facilities (Applicable if you will be furnished property covered by this clause. Communications with GDAIS under this clause will be made through Lockheed Martin.)

(a) Pursuant to the Property Clause of this Subcontract, the Buyer shall furnish for use in the performance of this Subcontract, the following Buyer and/or Government-furnished ST, STE, PE, material and/or facilities identified in paragraph (b) below on or before the date(s) specified.

(b) Buyer-Furnished ST, STE, PE, material and/or facilities:

Refer to Attachment 4 of Section J

Government-Furnished ST, STE, PE, material and/or facilities:

Refer to Attachment 4 of Section J

(c) Subcontractor shall comply in all respects with FAR-52.245-1 Government Property, included in Section I of this Agreement. All Buyer-furnished and Government-furnished material, equipment or tooling provided to Subcontractor under this Agreement shall be used only in the performance of this Subcontract, unless otherwise directed by a modification to the Subcontract.

(d) Subcontractor shall establish and execute a maintenance plan, to include written records of preventive maintenance and repairs, for any Buyer-furnished and Government-furnished tooling and equipment provided to Subcontractor under this Agreement. Such maintenance records shall be provided to GDAIS Property Management Organization (PMO) in accordance with Government approved procedures. (e) Subcontractor shall maintain inventory records for Buyer-furnished and Government-furnished property and material upon receipt. Buyer-furnished and Government-furnished tooling and equipment provided to the Subcontractor shall be identified / labeled with a unique tracking number (Asset Number). Such inventory records shall be provided to GDAIS PMO in accordance with Government approved procedures.

(f) Subcontractor shall report any Buyer-furnished and Government-furnished property which is "Lost, Stolen, Damaged, or Destroyed" (LTDD) while in Subcontractor's possession within a reasonable time after the incident occurs or Subcontractor becomes aware of such occurrence. Subcontractor shall identify and report all excess Buyer-furnished and Government-furnished property to GDAIS PMO and request disposition instructions. Subcontractor shall dispose of any excess Buyer -furnished and Government-furnished property only as directed by GDAIS PMO.

(g) The requirements of this clause also apply to all equipment, tooling, and material acquired by the Subcontractor in the performance of this Subcontract.

(h) Subcontractor shall submit all required property-related reports on the schedule specified by GDAIS. Such reports include, but are not limited to, the GDAIS Customer Property Questionnaire, a "Physical Inventory Report" by December 1st or each year, an "Annual Financial Report" (DD Form 1662 or equivalent form) by October 15th of each year for the period ending September 30th, or as otherwise specified by the GDAIS PMO.

(i) All notifications and reports required by this clause shall be submitted to the GDAIS Subcontracts Administrator at the following address

(1) General Dynamics Advanced Information Systems, Inc. 8800 Queen Avenue South Bloomington, MN 55431 Attention: Diane Cook

H.3 Buyer-Furnished Information

The Buyer will provide to the Subcontractor various reports, documents and other data to assist the Subcontractor in performing the work defined in the Subcontract. The Buyer does not warrant Buyer-furnished information to be free from error or to be complete and accurate in all instances. The information is provided with the understanding that, to the best of Buyer's ability to so determine, it is pertinent and useful in the fulfillment of the Subcontract work.

H.8 Security (Applicable if FAR 52.204-2 applies to your purchase order/subcontract.)

The security requirements as set forth in FAR 52.204-2 and incorporated herein are a material condition of this Subcontract. Failure of the Seller to maintain and administer a security program, fully compliant with the security requirements of this Subcontract, constitutes grounds for termination for default.

This contract is subject to immediate termination for default, without the requirement for a 1O day cure notice, when GDAIS determines that a failure to fully comply with the security requirements of this Subcontract resulted from the willful misconduct or lack of good faith on the part of the Seller.

When deficiencies in the Seller's security program are noted which do not warrant immediate termination for default, the Seller shall be provided a written notice of any security-related deficiencies and be given a period of 90 days in which to take corrective action including, but not limited to, removal of Subcontractor employees who violate the security requirements of this Subcontract. If the Seller fails to take the necessary corrective action, GDAIS may terminate the whole or any part of this Subcontract for default.

H.9 Subcontract Closeout

DCAA approval of Subcontractor's Final G&A and/or Material handling rates applied to ODCs and/or travel will not be required. Subcontractor shall use the DCAA approved rates from the forward pricing rate agreement that is in effect during the Subcontract period of performance. Subcontractor will follow its contract closeout procedures to expeditiously final bill and close out the Subcontract.

Subcontractor shall provide to Buyer a closeout report. The report shall include as a minimum the following: financial data as required for T&M orders, deliverable status, disposition of contractor-furnished materials, list of government-furnished materials, and outside services. The closeout report shall be signed by the Subcontractor's Contracts Administrator and forwarded to Buyer's Subcontracts Administrator within 60 days of Subcontract completion.

SSP Clauses

Non-Disclosure Agreements (Sep 1999), SSP 5252.227-9750 (Applicable for all purchase orders/subcontracts.)

The Trade Secrets Act, 18 U.S.C. § 1905, prohibits Government employees from making unauthorized disclosures of a contractor's or subcontractor's proprietary information. Government employees shall not be required to sign a non-disclosure agreement or any other document, or to furnish personal or biographical information or documents, as a condition to gaining access to a contractor's or subcontractor's data or other information needed to perform their official duties. The Contractor shall include, and ensure inclusion of, this clause, suitably modified to identify the parties, in all subcontracts at all tiers.

Insurance (Jul 2003) SSP 5252.228-9750 (Applicable if FAR 52.228-5 applies to your purchase order/ subcontract.)

For purposes of the "Insurance -- Work on a Government Installation" clause, FAR 52.228-5, the kinds and minimum amounts of insurance required under this contract are those specified in FAR 28.307-2.

Year 2000 Compliance (May 2000), SSP 5252.239-9750 (Applicable for all purchase orders/ subcontracts.)

All information technology acquired under this contract that will be required to perform date/time processing shall be Year 2000 compliant.

FAR Clauses

52.203-7, Anti-Kickback Procedures (Oct 2010)

52.216-7, Allowable Cost and Payment (Jun 2011)

52.219-8, Utilization of Small Business Concerns (Jan 2011)

52.219-9, Small Business Subcontracting Plan (Jan 2011)

52.222-4, Contract Work Hours and Safety Standards Act-Overtime Compensation (Jul 2005)

52.222-35, Equal Opportunity for Veterans (Sep 2010)

52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010)

52.222-37, Employment Reports on Veterans (Sep 2010)

52.222-41, Service Contract Act of 1965 (Nov 2007)

52.222-42, Statement of Equivalent Rates for Federal Hires (May 1989) (Applicable if your purchase order/ subcontract is subject to FAR 52.222-41.)

52.222-43, Fair Labor Standards Act and Service Contract Act – Price Adjustment (Multiple Year and Option Contracts) (Sep 2009) (Applicable if your purchase order/subcontract is subject to FAR 52.222-41.

“Contracting Officer” means “Lockheed Martin and Contracting Officer” except in paragraph (f) where it means “Lockheed Martin.” The notice period in paragraph (f) is changed to twenty (20) days. Adjustments made to this purchase order/subcontract shall not be made unless or until the Contracting Officer makes appropriate adjustments to Lockheed Martin’s prime contract.)

52.222-54, Employment Eligibility Verification (Jul 2012)

52.223-15, Energy Efficiency in Energy – Consuming Products (Dec 2007) (Applicable if you will be delivering energy consuming products to the Government, acquired by the Contractor for use in performing services at a Federally-controlled facility; furnished under the prime contract for use by the Government; or specified in the design of a building or work, or incorporated during its construction, renovation, or maintenance.)

52.224-1, Privacy Act Notification (Apr 1984) (Applicable if you are required to design, develop, or operate a system of records on individuals required to accomplish an agency function.)

52.224-2, Privacy Act (Apr 1984) (Applicable if you are required to design, develop, or operate such a system of records.)

52.227-4, Patent Indemnity -- Construction Contracts (Dec 2007) (Applicable for all purchase orders/ subcontracts where the scope of work includes construction or is a fixed-price purchase order/subcontract and the scope of work includes dismantling, demolition, or removal of improvements.)

52.228-3, Workers’ Compensation Insurance (Defense Base Act) (Apr 1984) (Applicable if you will perform work subject to the Defense Base Act 42 U.S.C. 1651 et seq.)

52.229-8, Taxes—Foreign Cost-Reimbursement Contracts (Mar 1990) (Applicable for all purchase orders/ subcontracts. In paragraph (b), "Contracting Officer" and "Government of the United States" mean "Lockheed Martin.")

52.230-2, Cost Accounting Standards (May 2012)

52.232-17, Interest (Oct 2010) (Applicable if your purchase orders/subcontract contains any clauses which refers to an Interest clause. “Government” means “Lockheed Martin.”)

52.239-1, Privacy or Security Safeguards (Aug 1996) (Applicable if your purchase order/subcontract is for information technology, and/or for the design development, or operation of a system of records using commercial information technology services or support services.)

52.243-5, Changes and Changed Conditions (Apr 1984) (Applicable for all purchase orders/subcontracts where the scope of work includes construction work. "Contracting Officer" means "Lockheed Martin." The reference to the Disputes clause in paragraph (e) is deleted.)

52.244-6, Subcontracts for Commercial Items (Feb 2009)

52.245-9, Use and Charges (Apr 2012) (Applicable for all purchase orders/subcontracts where FAR 52.245-1 is inserted. Communications with the Government under this clause will be made through Lockheed Martin.)

52.246-8, Inspection of Research and Development – Cost Reimbursement (May 2001) (Applicable if you have a cost reimbursable purchase order/subcontract that is for research and development. “Government” means “Lockheed Martin” except (1) in paragraphs (b), (c) and (d) where it means “Lockheed Martin and the Government” and in paragraph (k) where the term is unchanged.)

52.246-9, Inspection of Research and Development (Short Form) (Apr 1984) (Applicable if you will be performing research and development work. "Government" means "Lockheed Martin and the Government.")

52.248-1, Value Engineering (Feb 2000)

DFARS Clauses

252.203-7002, Requirement to Inform Employees of Whistleblower Rights (Jan 2009)

252.203-7003, Agency Office of the Inspector General (Sep 2010)

252.203-7004, Display of Hotline Posters (Sep 2011)

252.204-7000, Disclosure of Information (Aug 1991) (Applicable for all purchase orders/subcontracts. In paragraph (b) "Contracting Officer" means "Lockheed Martin" and "45 days" means "60 days.")

252.204-7010, Requirement For Contractor To Notify DoD If The Contractor’s Activities Are Subject To Reporting Under The U.S.-International Atomic Energy Agency Additional Protocol (Jan 2009) (Applicable for all purchase orders/subcontracts that are subject to the provisions of the U.S.-International Atomic Energy Agency Additional Protocol.)

252.211-7000, Acquisition Streamlining (Dec 1991)

252.211-7003, Item Identification and Valuation (Aug 2008)

252.211-7005, Substitutions for Military or Federal Specifications and Standards (Nov 2005) (Applicable for purchase orders/subcontracts where subcontractor Single Process Initiative block changes have been approved for use and exceed the micro-purchase threshold, when procuring previously developed items.)

252.211-7006, Radio Frequency Identification (Feb 2007) (Applicable if you will make direct shipments meeting the criteria at FAR 211.275-2 to the Government of items covered by the clause.)

252.211-7007, Reporting of Government-Furnished Equipment in the DoD Item Unique Identification (IUID) Registry (Nov 2008) (Applicable if Seller will be in possession of Government property for the performance of this purchase order/subcontract.)

252.211-7008, Use of Government-Assigned Serial Numbers (Sep 2010) (Applicable for all purchase orders/ subcontracts where the Seller will be in the possession of Government property for the performance of the purchase order/subcontract. If Lockheed Martin will assume responsibility for marking the property, the clause may be excluded from the subcontract.)

252.217-7026, Identification of Sources of Supply (Nov 1995) (Applicable if you will be furnishing items acquired by lower tier subcontractors without added value. Items which are included as components of end items delivered by you to Lockheed Martin do not need to be identified.)

252.219-7003, Small Business Subcontracting Plan (DoD Contracts) (Apr 2007)

252.219-7004, Small Business Subcontracting Plan (Test Program) (Aug 2008) (Applicable if Seller participates in the DoD test program described in DFARS 219.702.)

252.223.7008, Prohibition of Hexavalent Chromium (May 2011)

252.225-7001, Buy American Act and Balance of Payments Program (Jan 2009)

252.225-7009, Restriction on Acquisition of Certain Articles Containing Specialty Metals (Jul 2009)

252.225-7012, Preference for Certain Domestic Commodities (Mar 2008)

252.225-7013, Duty-Free Entry (Dec 2009)

252.225-7016, Restriction on Acquisition of Ball and Roller Bearings (Mar 2006)

252.225-7027, Restriction on Contingent Fees for Foreign Military Sales (Apr 2003) (Applicable for all purchase orders/subcontracts. The reference to the clause in paragraph (a) means FAR 52.203-5. The blank in paragraph (b)(1) is completed with "any Government." Subparagraph (b)(2) is deleted.)

252.225-7028, Exclusionary Policies and Practices of Foreign Governments (Apr 2003) (Applicable for all purchase orders/subcontracts.)

252.225-7030, Restriction on Acquisition of Carbon, Alloy, and Armor Steel Plate (Dec 2006) (Applicable if your purchase orders/suborder is for carbon, alloy, and armor steel plate in Federal supply class 9515, or described by American Society for Testing Materials (ASTM) or American Iron and Steel Institute (AISI) specifications, furnished as a deliverable item under the prime contract.)

252.225-7036, Buy American– Free Trade Agreements–Balance of Payments Program (Jan 2009) (Applicable for all purchase orders/subcontracts for supplies.)

252.227-7013, Rights in Technical Data--Noncommercial Items (May 2013)

252.227-7014, Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation (May 2013)

252.227-7015, Technical Data-Commercial Items (May 2013)

252.227-7016, Rights in Bid or Proposal Information (Jun 1995)

252.227-7017, Identification and Assertion of Use, Release, or Disclosure Restrictions (Jan 2011) (Applicable for all purchase orders/subcontracts. "Offeror" means "Seller." “Contracting Officer" means "Lockheed Martin or Contracting Officer." In paragraphs (a) and (b) the references to the SBIR data rights clause are deleted.)

252.227-7019, Validation of Asserted Restrictions-Computer Software (Jun 1995)

252.227-7037, Validation of Asserted Restrictions-Computer Software (Sep 1999)

252.235-7003, Frequency Authorization (Dec 1991)

252.235-7011, Final Scientific or Technical Report (Nov 2004) (Applicable for all purchase orders/subcontracts for research and development.)

252.239-7000, Protection Against Compromising Emanations (Jun 2004) (Applicable if classified work is required. "Contracting Officer" means "Lockheed Martin." "Government" means "Lockheed Martin and the Government" in paragraphs (c) and (d).)

252.239-7001, Information Assurance Contractor Training and Certification (Jan 2008) (Applicable if you will be accessing DoD Information Systems.)

252.243-7002, Requests for Equitable Adjustment (Dec 2012) (Applicable for all purchase orders/subcontracts over $150,000. “Government” means “Lockheed Martin.”)

252.244-7000, Subcontracts for Commercial Items and Commercial Components (DoD Contracts) (Jan 2007)

252.245-7001, Tagging, Labeling, and Marking of Government-Furnished Property (Feb 2011) (Applicable for purchase orders/subcontracts where the items furnished by you will be subject to serialized tracking.)

252.245-7004, Reporting, Reutilization, and Disposal (Aug 2011) (Applicable to all purchase orders/ subcontracts containing the clause at FAR 52.245-1, Government Property. "Contracting Officer" means “Lockheed Martin.”)

252.246-7003, Notification of Potential Safety Issues (Jan 2007)

252.247-7023, Transportation of Supplies by Sea (May 2002)

252.249-7002, Notification of Anticipated Contract Termination or Reduction (Dec 2006)

Document No. FBM101, Rev. 0 10 of 9 06/16/2015