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PURCHASE ORDER CLAUSES controlled data, suppliers must (i) be U.S. persons and supply a U.S. person to perform Buyer's work; PACKAGING SPECS or (ii) obtain appropriate export licensing for non- A list of the packaging specs are located at the U.S. persons to perform Buyer's work. If you need following URL under the link titled “packaging a copy of Att 3C, contact the Lockheed Martin specs” Procurement Representative issuing this order or http://www.lockheedmartin.com/suppliers/bu_info/ you may obtain Att 3C at space/tnc/index.html http://www.lockheedmartin.com/suppliers/bu_info/ Each of the packaging specs listed are hot-linked to space/tnc/index.html a PDF file outlining the requirements. PT0F T’s AND C’s ATTACHMENT 3F PT02 REPAIR/REWORK SELLER RESPONSIBILITY Purchase Order Terms and Conditions Attachment SELLER responsibility. 3F, dated 4/98, including representations and certifications required under U.S. Government PT03 REPAIR/REWORK LOCKHEED MARTIN Prime Contracts is incorporated herein, and RESPONSIBILITY although not attached, applies to this order. By LOCKHEED MARTIN responsibility. accepting this order Seller acknowledges prior receipt of Att 3F and certifies those representations PT0C T’s AND C’s ATTACHMENT 3C and certifications are current, accurate and Purchase Order Terms and Conditions Attachment complete. Compliance with all "laws" and 3C, dated 4/98, including representations and "regulations" referred to in Clause21 of Att 3F certifications if this order is issued under a U.S. includes, but is not limited to, U.S. export control Government Prime Contract, is incorporated laws and regulations as indicated in the following herein, and although not attached, applies to this Export Control clause: EXPORT CONTROL (a) Sales order. By accepting this order Seller acknowledges or purchases of products and services may involve prior receipt of Att 3C. If this order is issued under the transfer of export-controlled commodities or a U.S. Government Prime Contract, Seller also data to foreign persons; or they may require certifies those representations and certifications discussions, technical interchanges, meetings, etc., are current, accurate and complete. Compliance addressing export-controlled data with foreign with all "laws" and "regulations" referred to in persons. Export of commodities or technical data Clause 6 of Att 3C includes, but is not limited to, from the U.S. or disclosure of technical data to any U.S. export control laws and regulations as foreign person may require some form of Export indicated in the following Export Control clause: License from the U.S. Government. Failure to EXPORT CONTROL (a) Sales or purchases of obtain necessary Export Licenses may result in products and services may involve the transfer of criminal liability. (b) Seller represents and export-controlled commodities or data to foreign warrants that, except as allowed under applicable persons; or they may require discussions, technical U.S. laws and regulations, no technical data interchanges, meetings, etc., addressing export- furnished to it hereunder shall be disclosed by it to controlled data with foreign persons. Export of any foreign national, firm, or country, including commodities or technical data from the U.S. or foreign nationals employed by or associated with disclosure of technical data to any foreign person Seller nor shall Seller re-export any technical data may require some form of Export License from the without first complying with all requirements of U.S. Government. Failure to obtain necessary such U.S. laws and regulations. Seller shall first Export Licenses may result in criminal liability. (b) obtain the written consent of Buyer prior to Seller represents and warrants that, except as submitting any request for authority to export any allowed under applicable U.S. laws and regulations, such technical data. Seller shall hold Buyer no technical data furnished to it hereunder shall be harmless for all claims, demands, damages, costs, disclosed by it to any foreign national, firm, or fines, penalties, attorney's fees, and all other country, including foreign nationals employed by or expenses arising from its failure to comply with this associated with Seller nor shall Seller re-export any clause or any U.S. law or regulation. (c) All technical data without first complying with all suppliers of services to Buyer must comply with requirements of such U.S. laws and regulations. applicable U.S. export laws and regulations. For Seller shall first obtain the written consent of Buyer services provided to Buyer involving export- prior to submitting any request for authority to controlled data, suppliers must (i) be U.S. persons export any such technical data. Seller shall hold and supply a U.S. person to perform Buyer's work; Buyer harmless for all claims, demands, damages, or (ii) obtain appropriate export licensing for non- costs, fines, penalties, attorney's fees, and all U.S. persons to perform Buyer's work. If you need other expenses arising from its failure to comply a copy of Att. 3F, contact the Lockheed Martin with this clause or any U.S. law or regulation. (c) Procurement Representative issuing this order or All suppliers of services to Buyer must comply with you may obtain Att. 3F at applicable U.S. export laws and regulations. For http://www.lockheedmartin.com/suppliers/bu_info/ services provided to Buyer involving export- space/tnc/index.html

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PT1M MILESTONE PAYMENTS T’S AND C’S vest in Lockheed Martin. Vestiture shall be Definition. Milestone payments (for immediately upon the date of the first milestone milestone events) are billing arrangements payment under this Contract, for property which result in periodic payments of portions of acquired or produced before that date. Otherwise, the total fixed price of this contract to Contractor vestiture shall occur when the property is or upon the verified accomplishments of the should have been allocable or properly chargeable milestone events as shown below. to this contract. “Property,” as used in this clause, Requirements for Payment. Payments will be includes all items acquired or produced by the made under this Contract upon submission of Contractor under this Contract such as parts, invoices by the Contractor which are supported by materials, work in process, special tooling and written evidence of completion of milestone special test equipment, jigs, dies, fixtures, molds, events listed below, and approval of these patterns, gauges, test equipment and other documents by Lockheed Martin. In addition, each similar manufacturing aids, and deliverable invoice must contain a statement that Contractor drawings and technical data. Although title to certifies the milestone event being billed has been property is vested in Lockheed Martin in fully accomplished. The invoice shall be annotated accordance with this clause, other applicable “Milestone Billing” and submitted against this clauses of this Contract (e.g., the termination Contract number. The amount of the invoice plus clauses) shall determine the handling and all payments previously approved shall not exceed disposition of such property. Contractor may sell ninety percent (90%) of the price of this any scrap resulting from production under this Contract. The final payment shall be at least Contract, without requesting Lockheed Martin’s ten percent (10%) of the price of this approval, provided that any significant reduction Contract and will be withheld pending final in the value of the property to which Lockheed acceptance of all deliverables and services to Martin has title under this clause is reported in the satisfaction of Lockheed Martin. writing to Lockheed Martin. When Contractor completes all of the obligations under this Maximum Payment. On completion or Contract, title shall vest in Contractor for all termination of this Contract, Lockheed Martin shall property not delivered to, and accepted by, deduct from the amount due to the Contractor all Lockheed Martin under this Contract or previous milestone payments. If previous incorporated in supplies delivered to, and payments to the Contractor exceed the amount accepted by, Lockheed Martin under this Contract due, the excess amount shall be paid to Lockheed and to which title is vested in Lockheed Martin Martin on demand. For purposes of this clause, under this clause. The terms of this Contract the Contract price shall be considered to be the concerning liability for Government-furnished stated Contract price, less any price reductions, property shall not apply to property to which plus any price increases resulting from Lockheed Martin acquired title solely under this modification of this Contract. clause.

Reports and Access to Records. At Lockheed Risk of Loss. Before delivery to and acceptance Martin’s option, Contractor will allow a mutually by Lockheed Martin, Contractor shall bear the risk agreed upon independent auditor or the of loss for property, the title to which vests in Government to have access to reports, Lockheed Martin under this clause, except to the certificates, financial statements, and other extent Lockheed Martin expressly assumes the pertinent information reasonably requested by the risk. If any property is lost, stolen, damaged, or auditor for administration of this clause. Also, the destroyed, the basis of payment (the milestone Contractor shall give the auditor reasonable events) to which the property is related shall be opportunity to examine and verify the Contractor's deemed to be not in compliance with the terms of books, records, accounts and physical inventory. the Contract and not payable (if the property is Lockheed Martin shall bear the cost for the part of or needed for performance), and independent auditor. Contractor shall maintain Contractor shall refund the related milestone such records for three (3) years from the date of payments. the Contract completion. Milestone Event Payment Schedule, Rights Title. Title to the property described herein shall and Remedies. In consideration of the

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satisfactory completion and/or delivery by the 4) There has been no materially adverse Contractor and acceptance by Lockheed Martin of change in the financial condition of the Contractor the Work to be performed under the Scope of Work since the submission by the Contractor to the Government of the most recent written information clause, including approved reports, the Contractor dated ______; and shall submit invoices and be paid as follows against the following milestone events. No payment or 5) After the making of this requested vesting of title under this clause shall excuse performance-based payment, the amount of all Contractor from performance of obligations under payments for each deliverable item for which this Contract or constitute a waiver of any of the performance-based payments have been requested rights or remedies of the parties under the will not exceed any limitation in the contract, and contract. Lockheed Martin’s rights and remedies the amount of all payments under the contract will under this clause shall not be exclusive, but rather not exceed any limitation in the contract. shall be in addition to any other rights and PT1Q CHANGES NOT TO EXCEED SUBMITTAL remedies provided by law or this Contract. In the Prior to the issuance of a change order under this event this Contract is terminated for default, Contract, LOCKHEED MARTIN may solicit from the Contractor may not be entitled to retain monies SELLER written agreement as to the maximum (in paid to it in the form of milestone event payments. the case of an increase) adjustments to be made in the price and/or in the delivery schedule (or time of performance), by reason of the change. PT1N MISCELLANEOUS LOCKHEED MARTIN may also solicit such ONLY the IWTA Administrator may authorize agreement on limitations on the adjustments to changes to this IWTA. Companies incurring any other provisions of the Contract which may be expenses that are not authorized by the IWTA subject to equitable adjustment by reason of the Administrator do so at their own risk. change. The SELLER shall promptly submit a "not- to-exceed" amount or maximum schedule adjustment when so requested by LOCKHEED PT1P PERFORMANCE BASED PAYMENTS MARTIN. Any such written agreement shall then FAR 52.232-32 Performance-Based Payments is be cited in the change order and upon its issuance hereby incorporated into this contract by reference. shall be deemed to become part of the Contract. “Contracting Officer” and “Government” means In no event shall the definitive equitable “Lockheed Martin.” Subparagraph (c)(2) is adjustment exceed the maximum price and/or deleted. The risk of loss provision at subparagraph delivery schedule (or time of performance) (g) shall apply in lieu of FAR 52.245-1(h). adjustments so established, nor otherwise be inconsistent with other adjustment limitations so Add the below certification to every invoice for established. Except with respect to such performance based payments. limitations, nothing contained herein shall affect the right of the Parties to an equitable adjustment I certify to the best of my knowledge and belief by reason of the change, pursuant to this clause. that-- PT1V GOVERNMENT FURNISHED MATERIAL 1) This request for performance-based Government Furnished Material as defined in FAR payment is true and correct; this request (and 45.301 and described on the face of this contract is attachments) has been prepared from the books being provided for use under this contract. The and records of the Contractor, in accordance with Government Property clause called out in the terms the contract and the instructions of the Contracting and conditions applies to this furnished material. Officer; PT1W CUSTOMER FURNISHED MATERIAL Customer Furnished Material as defined herein and 2) (Except as reported in writing on described on the face of this contract is being ______), all payments to subcontractors and provided for use under this contract. Material suppliers under this contract have been paid, or means property that may be incorporated into or will be paid, currently, when due in the ordinary attached to a deliverable end item or that may be course of business; consumed or expended in performing a contract. It includes assemblies, components, parts, raw and 3) There are no encumbrances (except as processed materials, and small tools and supplies reported in writing on ) against the property that may be consumed in normal use in performing acquired or produced for, and allocated or properly a contract. The Furnished Property clause called chargeable to, the contract which would affect or out in the terms and conditions applies to this impair the Government's title; furnished material.

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PT1X SPECIAL TEST EQUIPMENT, SPECIAL TOOLING AND/OR SUPPORT EQUIPMENT PT2J FBM FIELD SITE This procurement includes equipment, parts, This procurement is in support of a FBM Field Site components, materials and related services requirement. (deliverable and non-deliverable) acquired for use as Special Test Equipment, Special Tooling, and/or PT2L FBM LOGISTICS INTEGRATION Support Equipment. This procurement is in support of FBM Logistics Integration requirements. PT20 EXPLOSIVES Explosive. PT31 DRY NITROGEN STORAGE Storage in a dry-nitrogen environment required PT2A COST ACCOUNTING STANDARDS / upon receipt. ADMINISTRATION OF COST ACCOUNTING STANDARDS PT39 PRICE TO BE NEGOTIATED The clauses at FAR 52.230-2, Cost Accounting Price to be negotiated. Standards, except for paragraph (b), and FAR 52.230-6, Administration of Cost Accounting PT43 PROGRESS PAYMENT INVOICES Standards, are incorporated herein by reference as Invoices submitted for progress payments in if fully set forth herein. In 52.230-2 substitute accordance with PO Attachment 21 or 22 must be "United States or Lockheed Martin" for "United $2500 or more. States" as applicable throughout this clause; 52.230-6, the language shall not change. PT48 LETTER PURCHASE ORDER This is a letter purchase order. PT2B DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING PRACTICES/ADMINISTRATION PT53 TOOL CERTIFICATION OF COST ACCOUNTING STANDARDS Seller to complete attached Seller Tool Certification The clauses at FAR 52.230-3, Disclosure and and return to Lockheed Martin. Consistency of Cost Accounting Practices, except for paragraph (b), and FAR 52.230-6, PT62 SHIPPING SCHEDULE CHANGE Administration of Cost Accounting Standards, are Shipping schedule change, 'Lockheed Martin incorporated herein by reference as if fully set forth Responsibility.' herein. In 52.230-3 substitute "United States or Lockheed Martin" for "United States" as applicable PT65 PAYMENT/LABOR AND MATERIAL throughout this clause; 52.230-6, the language Bill labor and material separately, material only shall not change. subject to sales tax.

PT2C CONSISTENCY IN COST ACCOUNTING PT69 PO CHANGE NOTICE CANCELLATION PRACTICES This purchase order/subcontract/IWTA is cancelled The clause at FAR 52.230-4, Disclosure and in its entirety at no charge to LOCKHEED MARTIN. Consistency of Cost Accounting Practices for Contracts Awarded to Foreign Concerns is PT6A REFERENCES TO OTHER THAN LOCKHEED incorporated herein by reference as if fully set forth MARTIN herein. “Government” as used in the second and As used throughout this Contract, the following third sentences means “Government or Lockheed terms shall have the meaning as follows: “Martin Martin.” Marietta Technologies, Inc.”, “MMTI”, “Martin Marietta Astronautics Group”, “MMAG”, “Martin PT2D DD254 REQUIREMENTS Marietta Astronautics”, “Martin Marietta DD254 requirements must be fulfilled prior to the Corporation”, “MMC”, “Martin Marietta”, “General initiation of any activity directed towards the Dynamics”, “General Dynamics Space Systems fulfillment of this procurement. Division”, “GDSSD”, “Lockheed Martin Space Systems Company-Missiles and Space Operations”, PT2E CLASSIFIED PROCUREMENT “LMSSC-MSO”, Lockheed Martin Space Systems CLASSIFIED PROCUREMENT. Company – Astronautics”, LMSSC-Astronautics”, “Lockheed Martin Space and Strategic Missiles:, PT2F SECRET PROCUREMENT “LMSSM”, and/or “Lockheed Martin” shall mean SECRET PROCUREMENT. “Lockheed Martin Corporation”.

PT2G TOP SECRET PROCUREMENT PT6B REFERENCES TO LOCKHEED MARTIN TOP SECRET PROCUREMENT. As used throughout this Contract, the following terms shall have the meaning as follows: PT2H PROPERTY TAG REQUIRED “Lockheed Martin Space Systems Company-Missiles Property Tag Required. and Space Operations”, “LMSSC-MSO”, Lockheed

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Martin Space Systems Company – Astronautics”, of, and shall be responsible for, any loss of or LMSSC-Astronautics”, “Lockheed Martin Space and damage to such Government or Buyer property Strategic Missiles:, “LMSSM”, "Lockheed", except for reasonable wear and tear. "Lockheed Missiles & Space Company, Inc.", "LMSC", "Lockheed Martin Missiles & Space", PT6E PAYMENT/SELLER TOOL CERT "LMMS", "Lockheed Martin Space Systems Payment for the acquisition, modification, repair, or Company, Missiles & Space Operations", or re-identification of special test equipment and "LMSSC-MSO" in this Purchase Order, its special tooling covered by this order will be due attachments or exhibits, shall mean "Lockheed and payable upon receipt and acceptance by Buyer Martin Corporation.” of (i) a properly documented Seller Tool Certification, and (ii) an acceptable sample or PT6D GOVERNMENT AND LOCKHEED MARTIN production part, if required, or upon inspection and PROPERTY acceptance of first article as provided in this order. A. As used within this clause, the term "property" means "special test equipment" and” special PT6F SPECIAL TOOLING/FAR 52.245-17 tooling" as defined in FAR 45.101. If this order is The clause contained in FAR 52.245-17 is placed under a Government contract, all special incorporated herein by reference and is modified as test equipment and special tooling (other than that follows: Substitute “Lockheed Martin’s Procurement subject to a special tooling clause), the cost of Representative” for “Contracting Officer” which is included in this order, shall upon payment throughout the clause, except for paragraph (b). therefore, be considered delivered and become the Substitute “Lockheed Martin” for “Government” or property of the Government. If this order is not “United States” in paragraphs (d)(1), (d)(3) and in placed under a Government contract, such (m) where “Government” appears the last time and property upon payment therefore, shall become in paragraph (f)(1). In paragraph (j) change “180 the property of Buyer. B. Title to and the right of days” to “240 days” and “90 days” to “150 days”. immediate possession of all such property In (j)(ii) remove “prime” before “Contractor” in the furnished by Buyer to Seller shall remain in Buyer last sentence. except that title to such property identified as Government property shall remain in the PT6H PROPERTY ADMINISTRATION AND PERIODIC Government. Buyer does not guarantee the SUMMARY INVENTORY REPORTING accuracy or the quality of any property supplied by A. Seller shall comply with provisions of it. C. Seller shall identify all Government or Buyer "Management of Government Property in property as Government or Buyer property, as Possession of Contractors" (FAR 45.5) as in effect appropriate. Seller shall identify all property by on the date of this order, which provisions are showing (i) the Government contract number, if hereby incorporated by reference and made part of one is indicated on this order, and Buyer's this order, and are modified by paragraph B. purchase order number and (ii) Buyer's name, part below. B. Seller shall maintain the official property number and tool code number, or property tag records as required under paragraph A. above, and provided with this order. D. The Government and shall conduct a physical inventory of special tooling Buyer shall at all reasonable times have access to and special test equipment at least annually, the premises of Seller wherein any Government or unless prescribed otherwise in Seller's established Buyer property is located for the purpose of procedures, or upon completion of this order, inspecting such property. Seller shall not modify whichever occurs first. Upon completion of such or reidentify such property without written consent inventory, Seller shall provide Buyer, within a of Buyer. Seller agrees to furnish an inventory of reasonable time, a report containing (1) the all property as required by Buyer. Such property number of items and dollar value accountable shall be subject at all times to disposition as Buyer under this order; and (2) a list of discrepancies may direct. E. Upon the happening of loss or including identification and dollar value of each destruction of or damage to Government or Buyer discrepant item accountable under this order. property, Seller shall notify Buyer thereof, shall take all reasonable steps to protect the property PT6L CHANGE DELIVERY SCHEDULE from further damage, and shall furnish to Buyer a Change delivery schedule to a later date. statement of (i) the lost, destroyed, or damaged Seller responsibility. property, (ii) the time and origin of the loss, destruction or damage, and (iii) all known interest PT6M SHIPPING SCHEDULE CHANGE in commingled property. Seller shall take such Change shipping schedule to an earlier date. Seller action with respect to the damaged property as responsibility. Buyer may direct. F. Upon delivery to Seller of Government or Buyer property provided under this PT70 PRICE CHANGE order and upon passage of title to the Government Price change. or Buyer of property acquired by Seller for use in performance of this order, Seller assumes the risk PT71 NO PRICE CHANGE

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No price change. PT91 STOP WORK/HOLD To stop-work and/or hold production. PT73 PART NUMBER/REV CHANGE To change Part Number and/or Part Number PT92 EXTEND TERMINATION DATE change letter and/or internal accountability. To extend automatic termination date.

PT74 DOCK/SHIP TO ADDRESS CHANGE PT93 EST. FIRM NEG PRICE To change dock code and/or deliver-to address To establish a firm negotiated price. and/or ship-to address. PT96 CHANGE SPECIAL INSTRUCTIONS PT75 CHANGE TEST REPORTS/CERTS/PKG SPECS This Purchase Order Change Notice is issued to To change test report and/or certifications and/or incorporate the changes noted in Special packaging spec. Instructions to Seller.

PT76 CHANGE QUALITY REQUIREMENTS PT97 CHANGE OTHER To change Product Assurance and/or use code Purchase order change notices. and/or source inspection requirements. PT98 CHANGE TYPOGRAPHICAL ERROR PT77 VRIC INCORPORATION Purchase order change notices. To incorporate a vendor request for information or change (VRIC). PT9P FACILITY PROCUREMENT This is LOCKHEED MARTIN building and PT78 DESC/SPECIFICATION CHANGE construction procurement. To change description and/or specifications. PTAD NON DISCLOSURE AGREEMENT PT79 CHANGE PRIME/PRIORITY RATING Government employees shall not be required to To change resale callout and/or prime contract sign a nondisclosure agreement or any document and/or priority-rating. as a condition to gaining access to a Subcontractor's (or any tier Subcontractor's or PT80 CHANGE QTY ORDERED/QTY SCHEDULED Supplier's) data and other information needed to To change the total quantity ordered and/or revise perform their official duties. In addition, the quantity scheduled. Government employees shall not be required to furnish personal or biographical information or PT81 CORRECT PRICE ERROR documents as a condition to gaining access to a To correct price error. Subcontractor's (or any tier Subcontractor's or Supplier's data) and other information needed to PT82 CHANGE UNIT PRICE/EXT PRICE/PRICING perform their official duties. Pursuant to the Trade QTY Secrets Act, 18 U.S.C. §1905, Government To change pricing quantity and/or unit price and/or employees are prohibited from making extraneous charge. unauthorized disclosures of a Subcontractor's (or any tier Subcontractor's or Supplier's) proprietary PT83 CHANGE INVOICE TERMS information. To change invoice terms and/or trade discount. PTAH FAR 52.222.29 NOTIFICATION OF VISA PT84 CHANGE CONSIGNMENT VALUE/FUND DENIAL (APR 1984 DEVIATION) AUTH/NTE In the clause entitled "Notification of Visa Denial To change consigned value and/or not-to-exceed (Apr 1984)", delete the second sentence and in lieu price and/or funding authorization. thereof insert: "The Contractor agrees to notify the U.S. Department of State, Assistant Secretary, PT85 CHANGE PO ATTACH & SPEC INSTRUCTIONS Bureau of Political-Military Affairs (PM), 2201 C To add PO attachments and/or special instructions Street NW, Room 7325, Washington, DC 20520, to Seller. and the Deputy Assistant Secretary of Federal Contract Compliance Programs, when it has PT86 INCORPORATING ENG CHANGES knowledge of any employee or potential employee To incorporate engineering changes. being denied an entry visa to a country in which the Contractor is required to perform this contract, PT87 CHANGE INCO (FOB/VIA) and it believes the denial is attributable to the To change FOB and/or ship VIA. race, color, religion, sex, or national origin of the employee or potential employee." PT90 NOTICE OF TERMINATION Notice of termination. PTAQ STATEMENT OF WORK 501 Upon acceptance of the parts via Quality Assurance

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Supplier Activity Report (QUASAR) by the Product right of recovery against the other Party and its Quality Assurance Representative (PQAR), the Related Third Parties from any insurer providing material shall be delivered to bonded stores and coverage for the risks of loss for which the Party managed in accordance with the Advance hereby waives claims under this paragraph. Procurement Statement of Work (SOW) 501. Material will be accounted for annually on the CONTRACTOR shall defend, hold harmless and Storage & Surveillance or Storage Only Purchase indemnify LOCKHEED MARTIN, its Related Third Order (PO). Parties and the United States Government and its contractors and subcontractors, from and against PTC1 COMMERCIAL SPACE LAUNCH ACT any and all liabilities, costs and expenses (including (Applicable if noted in the Contract. Insurance attorneys’ fees) arising out of (1) any failure by requirements under CORPDOC 1 Clause 18, CONTRACTOR to obtain the waivers and releases of "Insurance/Entry on LOCKHEED MARTIN's claims of liability and the assumption of Property," would not be applicable for third party responsibility described in this paragraph, and (2) liability incurred in connection with licensed launch bodily injury or property damage sustained by activities, but would otherwise be applicable.) CONTRACTOR’s own employees in connection with the performance of or activities carried out As required by the Commercial Space Launch Act pursuant to a CSLA license. (CSLA), 49 U.S.C. §§ 70101 - 70119 as amended, the Parties agree as follows: For purposes of this paragraph, Related Third LOCKHEED MARTIN and the CONTRACTOR hereby Parties shall mean (1) directors, officers, agree to a reciprocal waiver of liability pursuant to employees and agents of either Party or of any which each Party agrees not to bring a claim in customer to whom LOCKHEED MARTIN may arbitration or otherwise or sue the other Party, the provide launch services; (2) parties having any United States Government and its contractors and right, title or interest in any of the vehicles or subcontractors at every tier or any Related Third equipment utilized by LOCKHEED MARTIN in Parties of the other Party, as defined in paragraph providing launch services, including but not limited (f), for any property loss or damage it sustains and to satellites, transponders and launch vehicles; (3) any property loss or personal injury, including contractors, subcontractors and suppliers at any death, sustained by any of its Related Third tier, of either Party or of any customers of Parties, arising in any manner in connection with LOCKHEED MARTIN; and (4) additional parties the performance of or activities carried out involved in the launch services provided by pursuant to a CSLA license. LOCKHEED MARTIN or other activities governed by the CSLA. LOCKHEED MARTIN and the CONTRACTOR shall each be responsible for property damage which PTG4 SPECIAL HANDLING they sustain and for bodily injury or property Temperature control required upon receipt. damage sustained by their employees arising in any manner in connection with the performance of PTHA HEALTH SAFETY CRN REQUIRED or activities carried out pursuant to a CSLA license. Restricted for health/safety reasons. Approval required. Chemical record number (CRN) required. CONTRACTOR shall extend the waiver and release of claims and assumption of responsibility PTHC HAZ MATL CRN REQUIRED described in paragraphs (a) and (b) above to its Hazardous material. Chemical record number Related Third Parties (other than employees, (CRN) required. directors and officers) by requiring them (1) to waive and release all claims of liability they may PTHZ HAZARDOUS WASTE MANAGEMENT have against LOCKHEED MARTIN, its Related Third Restricted for hazardous waste Parties, and the United States Government and its management/pollution prevention (HW/MPP). contractors and subcontractors at every tier, and Approval required, use of chemical record number (2) to agree to be responsible for any property loss (CRN) required. or damage or bodily injury, including death, sustained by any of them or their employees and PTK1 TERMINATION SETTLEMENT arising in any manner in connection with the Seller agrees to accept amount set forth on this performance of or activities carried out pursuant to Purchase Order Change Notice (POCN) as a CSLA license. “Termination Settlement” as full and final settlement for this terminated Purchase Order The waivers described in this paragraph shall (PO). Seller waives and releases Buyer and U.S. extend to and bind the successors and assigns of Government (if applicable) from any and all claims each Party and its Related Third Parties, whether and liabilities arising out of performance of and by subrogation or otherwise. Each Party shall termination of this P.O. obtain a waiver of subrogation and release of any

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PTLY CONFIGURATION MANAGEMENT CLASS II any subtier subcontracted activity related to this CHANGES Agreement: Seller shall provide notification and visibility into Class II changes. Class II changes are changes to Commercial General Liability Insurance including design specification, configuration, material, part Contractual Liability Coverage and Products- or manufacturing process that do not affect form, Completed Operations Liability Coverage: fit, function, weight, safety, reliability, or center of Combined Single Limit of $1,000,000 per gravity of the end item. All proposed Class II occurrence: changes shall be submitted for Buyer notification via Form 1879, Vendor (Supplier) Request for Automobile Liability Insurance: Information or Change (VRIC), which may be Combined Single Limit of $1,000,000 per obtained from Buyer. occurrence:

PTN1 DD250 SHIPPING AND MARKING Worker's Compensation: Statutory Limits in the INSTRUCTIONS State(s) of Work Performance. Completed DD250 is required for Government to include Employer's Liability limit of: Buyoff. DD250 Shipping and Marking Instructions $1,000,000 for this order are contained on the enclosed LOCKHEED MARTIN Form 9031A. Special Conditions Applicable to All the Above Insurance Policies: PTR1 REACH (REGISTRATION, EVALUATION, AUTHORIZATION AND RESTRICTION OF (a) Lockheed Martin shall be named an additional CHEMICALS) insured on the Commercial General Liability Work delivered by CONTRACTOR under this Insurance Policy(ies) and Automobile Liability Contract may be incorporated into deliverable Insurance Policy(ies) maintained to comply goods for use in the European Economic Area. As with the foregoing, but solely with respect to such, CONTRACTOR may be required to identify liabilities arising out of the acts or omissions of any Substances of Very High Concern from the the Supplier, its officers employees or agents Candidate List as defined under European Union in performance of this Agreement. Regulation (EC) No 1907/2006 concerning the Registration, Evaluation, Authorization and (b) Policies shall provide that insurance is Restriction of Chemicals (REACH). Upon request, primary with respect to the interests of CONTRACTOR agrees Lockheed Martin and are not contributory with any insurance Lockheed Martin may carry. (1) to provide to LOCKHEED MARTIN, at no increase in contract price, information (c) All deductible amounts applicable to Supplier’s regarding the identified chemical’s name, insurance policies shall be borne by the amount contained, total part weight and Supplier, or its subcontractors, at any tier. safe usage information, and (d) Prior to the commencement of any activity (2) to permit LOCKHEED MARTIN to disclose under this Agreement, Supplier shall furnish such information to the customer or to Lockheed Martin Certificates of insurance regulatory authorities for the purpose of evidencing the existence of the above compliance with the REACH regulation. insurance with companies approved to do business in the state(s) where work will be If at any time the product’s chemical composition performed and satisfactory to Lockheed changes after a response is provided, Martin. All Certificates of Insurance shall CONTRACTOR is required to provide Lockheed provide that the Certificate Holder will be Martin with the revised information. Current notified of any cancellation or material change Candidate List chemicals can be found on the in coverage 30 days prior to such cancellation European Chemicals Agency website at: or change in the policy(ies). http://echa.europa.eu/chem_data/authorisation_pr The foregoing requirements as to the types and ocess/candidate_list_table_en.asp. limits of insurance coverage to be maintained by For more information on REACH, please contact the Supplier are not intended to and shall not in any Lockheed Martin REACH Program Office at manner limit or qualify the liabilities and [email protected]. obligations assumed by the Supplier under this Agreement, or limit or alter other contract terms PTSB INSURANCE and conditions herein. Supplier shall maintain the following types of insurance in not less than the following minimum PTSE PAYMENT OF LIENS amounts and shall require its subcontractors to Seller agrees to pay promptly, when due, all wages maintain similar kinds and levels of insurance for of laborers and employees as well as all bills for

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materials, equipment, and supplies used in the issued to cover an applicable portion of the cost of performance of this Purchase Order, together with repair. all claims of any subcontractors. Seller further agrees to indemnify Buyer and hold it harmless PTSS DATA REQUIREMENTS SDRL from and against any and all liability for liens and All the technical data and report requirements of claims related to the performance of the work this Purchase Order are set forth in the Supplier hereunder including, but not limited to, Data Requirements List and incorporated herein. subcontractor's and materialman's liens, claims for In case of difference or conflict between the Data labor, services, materials, equipment and supplies, Requirements List and the Terms and Conditions, and Seller agrees to immediately discharge and the latter shall govern. Nothing in any other pay any and all such liens and claims upon notice documents or specifications made a part hereof thereof. shall be construed as altering such data and report requirements in any way. PTSP SELLER REWORK TO BE NEGOTIATED Seller is to perform only that work required to PTSV GOVERNMENT BILL OF LADING provide Buyer with a detailed failure analysis and Shipment of item(s) on this order requires the use diagnosis report (when such a report is required by of a Government Bill of Lading. Seller shall contact this order) and an itemized breakdown of repair the Buyer's Traffic organization, telephone (408) charges prior to the establishment of a firm price 742-0973, at least two weeks before expected by a change to this order. shipping date (minimum time required for PTSQ SELLER REWORK NOT TO EXCEED preparation of GBL) for instructions. Seller is to perform only that work required to provide Buyer with a detailed failure analysis and PTSW MATERIAL CONSIGNED TO BUYER diagnosis report (when such a report is required by This order covers items or material consigned to this order) and an itemized breakdown of repair Buyer for trial or loan at no charge. No billing is to charges. If such charges will exceed the "Not to be made by Supplier without Buyer's specific Exceed" price on the face of this order, a Purchase approval. Consignment of material, or data relating Order Change Notice establishing a firm price must to it, shall not establish or constitute a submission in confidence, and Buyer assumes no obligation to be obtained prior to proceeding with repair. If, protect such information or prevent its disclosure however, repair charges will not exceed said "Not to third parties. Buyer's sole obligation shall be for to Exceed" price, Seller shall proceed with repair the damage to or destruction of supplier's property and when such charges are invoiced by Seller and due to the negligence of Buyer, its officers, paid by Buyer, they shall be considered the firm employees, agents or representatives. price agreed upon without issuance of a change to this order, and Buyer shall not be obligated to PTSZ RENT-FREE USE OF GOVERNMENT PROPERTY make any further payment hereunder. Prices and delivery schedules for this order are based on rent-free noninterference use of PTSR SELLER REWORK NO CHARGE Government property listed and covered by Seller is to perform only that work required to contract(s) as shown, on the face of this order. provide detailed failure analysis and to determine Seller, to the extent it is authorized by appropriate cost of repair. If failure analysis indicates that Government authority to do so, may use such responsibility for failure rests with Seller, repair or property on a noninterference basis in the replacement is to be accomplished by Seller at "No performance of work under this order. In the event Charge". If such responsibility is deemed to rest the Seller's authority to use the property is limited with Buyer, Seller shall submit a detailed failure or terminated by the Government, and such action analysis and diagnosis report to establish such affects the ability of the Seller to perform this responsibility together with an itemized breakdown order in accordance with its terms and conditions, of repair charges. If such charges will exceed a then an equitable adjustment in the prices or total of $500 or 60% of replacement cost, delivery schedules, or both, as appropriate, shall whichever is less, authorization to proceed with be made in accordance with the procedures of the repair must be obtained from Buyer prior to the Changes clause of this order. Seller certifies that it commencement of repair; however, if repair has not directly or indirectly, through overhead charges will not exceed such total, Seller shall charges or otherwise, included in the price of this proceed with repair without such prior Purchase Order any rental charge for the use of the authorization. If Buyer's review of Seller's failure property referred to herein. analysis supports Seller's determination of Buyer responsibility, a Purchase Order Change Notice will PTUN PATENT RIGHTS ACQUISITION BY THE GOVT be issued to cover the cost of repair; otherwise, an The clause in FAR 52.227-13 is incorporated herein equitable settlement shall be negotiated between by reference except the term "contract" shall mean Seller and Buyer. If such settlement results in "purchase order"; "Contractor" shall mean "Seller"; determination of partial responsibility on the part "subcontract" shall mean "lowertier subcontract"; of Buyer, a Purchase Order Change Notice will be and "Subcontractor" shall mean "lower-tier

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Subcontractor". (c) Unless otherwise provided in the Schedule, PTW2 CALIFORNIA WITHOLDING TAX shipments shall be packaged in accordance A. In the absence of one of the exemptions stated with sound commercial practices to meet below or upon receipt of a Notice to Withhold, minimum packing requirements of surface and Lockheed Martin shall withhold and transmit to the air carriers and to afford adequate protection California State Franchise Tax Board (FTB) an against damage considering the method of amount equal to 7% (or such other rate as may be transportation used. Shipments shall be authorized in writing by the FTB) of Seller's marked with the necessary handling submitted invoice for services provided in the State instructions, purchase order number, of California. Exempt from the withholding LOCKHEED MARTIN account number, and the provisions of this clause are: 1. Individuals who are consignee's name and address. California residents and claim a waiver of the withholding requirement by submitting California (d) The CONTRACTOR agrees to package the State Franchise TaxBoard Form 590; 2. articles described in the Schedule as a Corporations who are qualified to do business in separate shipment to LOCKHEED MARTIN. California. B. If a Seller claims to be a California However, shipments for more than one order resident, the Seller shall submit to Lockheed may be consolidated into one outer shipping Martin, upon award of this order or no later than container if the articles described in the the first invoice, an executed California Franchise Schedule of each Contract are packaged Tax Board Form 590. C. If a Seller corporation separately and clearly identified to the claims to be qualified to do business in California, appropriate order. Shipments via air carrier for the purposes of this clause, the Seller shall shall be marked with the actual gross weight submit to Lockheed Martin, upon award of this and dimensions on each box or other outer order or no later than the first invoice, a container. Shipments of dangerous articles certification by a corporate officer that the shall be marked and packaged in accordance corporation is qualified to do business in California. with the appropriate Department of D. Seller shall notify Lockheed Martin within ten Transportation or other Governmental agency (10) days of any change which would affect Seller's regulations. status under this clause. (e) The CONTRACTOR shall consolidate all shipments to be forwarded on one day, and ship them on one Bill of Lading. When two or PTD35 PACKAGING AND SHIPMENT more methods of shipment are specified, one via premium route and the other via standard (a) A complete packing list shall be enclosed with all shipments hereunder. The CONTRACTOR route, the CONTRACTOR agrees to consolidate the shipments by type of routing and forward shall mark containers or packages with necessary lifting, loading, and shipping them accordingly. information, including the LOCKHEED MARTIN contract number, item number, dates of (f) Shipments shall be released to the carrier at the maximum value applicable to the lowest shipment, and the names and addresses of consignor and consignee. Bill of Lading published rate or classification rating, unless otherwise provided in this Contract. number and weight of shipment shall also be shown for shipment on Government Bill of (g) Value shall not be declared in excess of the Lading. maximum value set forth on the carriers tariff by those carriers who assess a value charge (b) Unless otherwise provided in the Schedule, all shipments shall be delivered to the carrier's over and above a minimum value. The only exception to the above shall occur when the equipment at the CONTRACTOR's plant. If the facilities for shipment by the carrier's carrier’s tariffs require actual valuations as a condition of acceptance, unless otherwise equipment are not available at the CONTRACTOR's plant, shipments shall be provided in this Contract. delivered to the nearest point where the carrier's service is available. These shipping (h) "Ship to" instructions as set forth in the Schedule designate the appropriate consignee. instructions apply to all modes of transportation except rail when shipment All shipping documents, shipping labels, and packing sheets must show full and complete occupies sufficient space in a railroad car to constitute a carload shipment. A carload information as to the appropriate consignee. The CONTRACTOR agrees not to deviate from shipment or shipment constituting a carload shipment shall be properly and adequately these "ship to" provisions without prior authorization from LOCKHEED MARTIN. loaded and secured by the CONTRACTOR to prevent damage in transit.

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(i) The first shipment received by LOCKHEED allotted to this Contract will cover the work to MARTIN which falls within the quantity be performed, as limited by the provisions of tolerance (either plus or minus) designated in (b) above, until the date set forth in the an order will be considered as meeting the Schedule (the "fund expiration date"). In the quantity requirements of the order. Any event funds allotted are considered by the additional shipments against the order will be CONTRACTOR to be inadequate to cover the returned to the CONTRACTOR freight collect. work to be performed until the fund expiration date, or an agreed date in substitution thereof, (j) Articles delivered to LOCKHEED MARTIN more the CONTRACTOR shall notify LOCKHEED than thirty (30) days in advance of the MARTIN in writing when within the next thirty schedule set forth in the Contract may be (30) days the work will reach a point which, in returned at CONTRACTOR's expense. the event of termination pursuant to the "Termination" clause, the total amount (k) For Supplier Acceptance Delegation Program payable by LOCKHEED MARTIN, pursuant to Contractors, specified by Quality Clause S8, said clause, will approximate eighty-five per evidence of acceptance will be indicated by cent (85) of the total amount then allotted to application of acceptance stamp to a label or the Contract. The notice shall state the tag adjacent to the part number to the lowest estimated date when such point will be level of packaging. The stamp must include reached and the estimated amount of date of acceptance. Purchase order line items additional funds required to continue must be individually packaged and the supplier performance to the fund expiration date. The must not package S8 items with non S8 items. CONTRACTOR shall, thirty (30) days prior to the fund expiration date advise LOCKHEED PTD52 LIMITATION OF LOCKHEED MARTIN’S MARTIN in writing as to the estimated amount OBLIGATION (Incremental Funding for Fixed of additional funds which will be required for Price Contracts) the timely performance of this Contract for a (a) Of the total price of this Contract, the sum further period as may be specified in this presently available for payment and allotted to Contract or otherwise agreed to by the parties. this Contract, and the period estimated to be If after such letter notification, additional funds covered by such sum, are set forth in the are not allotted by the fund expiration date or Schedule. It is anticipated that from time to by an agreed date in substitution therefore, time additional funds will be allotted by LOCKHEED MARTIN will, upon written request LOCKHEED MARTIN to this Contract by of the CONTRACTOR for the same, terminate subsequent notices to the CONTRACTOR until this Contract on such date or the date set forth the total price of the Contract is allotted. in the request, whichever is later, pursuant to the provisions of the clause of this Contract (b) The CONTRACTOR agrees to perform or have entitled, “Termination”. performed work on the items up to the point at which, in the event of termination of this (d) When additional funds are allotted from time Contract pursuant to the Termination for to time for continued performance of the work Convenience clause of the Contract, the total under this Contract, the parties will agree as amount payable by LOCKHEED MARTIN to the applicable period of Contract (including amounts payable in respect of performance which will be covered by the subcontracts and settlement costs) pursuant funds. The provisions of (b) and (c) above will to said clause would, in the reasonable apply in like manner to the additional allotted judgment of the CONTRACTOR, approximate funds and agreed substitute date, and the the total amount at that time allotted to the Contract will be amended accordingly. Contract. The CONTRACTOR is not obligated to continue performance of the work beyond (e) If the CONTRACTOR incurs additional costs or that point. LOCKHEED MARTIN is not is delayed in the performance of the work obligated in any event to pay or reimburse the under this Contract solely by reason of failure CONTRACTOR in excess of the amount from of LOCKHEED MARTIN to allot additional funds time to time allotted to the Contract, in amounts sufficient for timely performance of notwithstanding anything to the contrary in this Contract, and if additional funds are the Termination of Convenience clause or any allotted, an equitable adjustment will be made other clause of the Contract. The in the price or prices (including appropriate CONTRACTOR shall furnish upon request to target, billing, and ceiling prices where LOCKHEED MARTIN a schedule showing its applicable) of the items or in the time of anticipated requirements for periodic funding delivery or both. Failure to agree to any such under this clause. equitable adjustment hereunder will be a dispute concerning a question of fact within (c) It is contemplated that the funds presently the meaning of the clause of this Contract

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entitled, "Disputes.” 915) and any contractually required documentation shall be forwarded to the buyer identified in your (f) Lockheed Martin may at any time prior to contract. termination and, with the consent of the Contractor, after notice of termination, allot PTD83 RECEIPT OF SHIPMENT FROM LOCKHEED additional funds for this Contract. MARTIN CONTRACTORS The CONTRACTOR agrees to submit to LOCKHEED (g) The provisions of this clause with respect to MARTIN within three (3) workdays after receipt of termination will not be deemed to limit the material dropped shipped from a LOCKHEED rights of LOCKHEED MARTIN under the clause MARTIN Contractor, the completed Contractor - entitled, "Default.” This clause will become Shipping and Receiving Report (OF 915), provided inoperative upon the allotment of funds for the to you by the shipping contractor. Material total price of the work. received has been drop shipped to your facility for performance of requirements set forth in this (h) Nothing in this clause affects the right of Contract. Forward this report to the buyer LOCKHEED MARTIN to terminate this Contract identified in your contract pursuant to the Termination for Convenience clause of this Contract. PTD84 SUBCONTRACTOR LIST The Contractor agrees to submit to LOCKHEED PTD74 MARKING INSTRUCTIONS MARTIN within one (1) week after his execution of The CONTRACTOR agrees to affix to the outer this contract a list of all potential Subcontractors surfaces of the inner bag and the shipping and the services or material they are to supply to container the following markings: part number, be used under this contract. serial number, date, method of cleaning, method of packaging, inspection date for materials covered by PTD87 PART NUMBERS ANA Bulletin 438a (when applicable) and the (a) The LOCKHEED MARTIN and CONTRACTOR statement, "The inner bag must be opened in an part numbers shall be affixed to the articles approved dust-free room for testing or inspection.” described in the Schedule of this Contract in Test reports, data, and any necessary articles that accordance with MIL-STD-130. have not been cleaned will be firmly attached to the exterior of the package enclosing the part. (b) The CONTRACTOR part number shall be affixed NOTE: Holes in the sealed area of the inner bag are to the articles described in the Schedule of this not permitted. Contract in accordance with MIL-STD-130.

PTD75 SERIAL NUMBERS (c) The LOCKHEED MARTIN and CONTRACTOR The CONTRACTOR agrees to affix the serial part numbers of the articles described in the numbers described in the Schedule of this Contract Schedule of this Contract must be shown on to the articles procured hereunder in accordance the CONTRACTOR's packing sheet and invoices with MIL-STD-130. Serial numbers are assigned to permit payment by LOCKHEED MARTIN. consecutively against the basic drawing number without regard to the drawing part number (dash (d) The CONTRACTOR part number of the articles number) assignment. described in the Schedule of this Contract must be shown on the CONTRACTOR's packing PTD76 DATE OF MANUFACTURE sheet and invoice to permit payment by The CONTRACTOR agrees to affix the date of LOCKHEED MARTIN. manufacture to each of the articles procured hereunder. PTD89 ROUTING INSTRUCTIONS The CONTRACTOR agrees to notify the LOCKHEED PTD80 SALE OF SCRAP MARTIN Procurement representative of the delivery Proceeds from the sale of scrap and salvage shall and routing details one (1) week prior to delivery accrue to this Contract and any benefit derived of any articles described in the Schedule of this there from shall revert to LOCKHEED MARTIN. Contract.

PTD82 DROP SHIPMENT TO LOCKHEED MARTIN PTD90 SALES TAXES CONTRACTORS Exemption from sales/use tax shall be determined The SHIPPING CONTRACTOR agrees to complete by reference to applicable state law: the shipping supplier portion of the Contractor - (a) If delivery is in Colorado: Shipping and Receiving Report (OF 915). Ship this If the purchase is a component part, or used report, any contractually required documentation, as an ingredient of a manufactured product for and the material to the LOCKHEED MARTIN resale, the item is not taxable under Colorado Contractor identified in your Contract. A copy of Sales and Use Tax. All other purchases are the Contractor - Shipping and Receiving Report (OF taxable, and the taxes must be included in and

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paid as part of the subcontract with the supplier. Invoices must display labor, all materials and sales taxes paid. LOCKHEED MARTIN is engaged in the manufacture of special weapons and space vehicles, and is licensed under Colorado Sales Tax license No. 02-72600-0000. The purchase must be for resale and not to be used by LOCKHEED MARTIN employees.

(b) If delivery is in California: If the purchase is for property described in the contract for resale, then the purchase is not taxable under California Sales and Use Tax. All other purchases are taxable, and the taxes should be included in and paid as part of the subcontract with the supplier. LOCKHEED MARTIN is engaged in the manufacture of special weapons and space vehicles for sale to the United States Government and for commercial purposes, and is licensed under California Seller’s Permit No. SR Z OHC 99- 901470. If the purchase is used for any purpose other than retention, demonstration, or display while holding it for sale, the item becomes taxable.

(c) If delivery is in Florida: If the purchase is a component part, or used as an ingredient of a manufactured product for resale, the item is not taxable under Florida Sales and Use Tax. Property purchased for inclusion in real property is taxable, and the taxes should be included in and paid as part of the subcontract with the supplier. LOCKHEED MARTIN is engaged in the manufacture of special weapons and space vehicles for sale to the United States Government and for commercial purposes, and is licensed under Florida Certificate of Registration No. 78-00-076079-63-0. The purchase must be for resale and not to be used by LOCKHEED MARTIN employees.

d) If delivery is in Louisiana: This procurement is exempt from Louisiana Sales Tax under Resale Exemption Number 0377176-001W, R.S. 47.3068, LST-100-1, Title 47, R.S. 1950, and New Orleans, Louisiana, City Sales Tax Under Chapter 56 of the Code of the City of New Orleans.

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