SECTION I: General Provisions for All Orders
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SECTION I: “INDEPENDENT General CONTRACTOR RELATIONSHIP” Provisions for All provisions of this BAEDOC USGOVCOST Orders Contract, “Customer” GENERAL PROVISIONS FOR COST TYPE AND TIME shall include both any AND MATERIAL SUBCONTRACTS/PURCHASE Section 1A: higher tier contractor(s) and the ORDERS FOR ITEMS UNDER A U.S. GOVERNMENT General/Administrat ive Provisions U.S. Government. PRIME CONTRACT – DOMESTIC AND INTERNATIONAL/COMMERCIAL AND NON- 1. DEFINITIO e) “ Electronic COMMERCIAL ITEMS NS Signature” means an electronic sound, SECTION I: General Provisions for All Orders The following terms shall symbol, or process have the meanings set forth attached to or Section 1A: General/Administrative Provisions below: logically associated 1. Definitions with a record and 2. Acceptance of Contract/Terms and Conditions executed or adopted “ BAE 3. Precedence a) by a person with the 4. Contract Direction/Changes SYSTEMS” means intent to sign the 5. Customer Communication the BAE SYSTEMS record. 6. Information legal entity as identified on the face 7. Survivability “ FAR” of this Contract. f) 8. Severability means the Federal 9. Allowable Cost and Payment Acquisition 10. Fee b) “ BAE Regulations, issued as 11. Payments, Taxes, And Duties SYSTEMS Chapter 1 of Title 48, 12. Maintenance of Records Procurement Code of Federal 13. Offset Credit/Cooperation Representative” Regulations. 14. Supplemental Terms and Conditions means the person 15. Entry on BAE SYSTEMS or Customer Property authorized by BAE “ Open 16. Independent Contractor Relationship SYSTEMS’ cognizant g) procurement Source” means with Section 1B: Laws and Regulations organization to respect to Software 17. Applicable Laws administer and/or and any licenses of 18. Priority Rating execute this Contract. same, that Software 19. Gratuities/Kickbacks/Ethical Conduct provided under a 20. Export Control license which permits “ Contract” 21. Disputes/Jury Waiver c) the user to run, copy, 22. Waiver, Approval, and Remedies means the instrument distribute, study, of contracting, such as change, modify Section 1C: Quality/Product Control Provisions “PO”, “Purchase and/or improve the 23. Quality Control System Order”, or other such Software but which 24. Timely Performance type designation, prohibits the user 25. Inspection and Acceptance including all from: (a) withholding 26. Counterfeit Parts: Prevention and Notification referenced improvements and/or 27. Packing and Shipment documents, exhibits modifications made 28. Parts Obsolescence and attachments. If by the user to the 29. Warranty these terms and source code when 30. Sustainable Development conditions are and/if user thereafter 31. Software incorporated into a distributes the “master” agreement Software; and/or (b) Section 1D: Liability and Indemnification that provides for adding restrictions on 32. Indemnification releases, (in the form use when 33. Furnished Property of a purchase order or redistributing or 34. Intellectual Property other such document) transferring the 35. Termination the term “Contract” Software to third 36. Insurance shall also mean the parties. For purposes 37. Reserved release document for of this Contract, the Work to be “Open Source” SECTION II: Additional Provisions for Foreign performed. Software shall also Subcontracts/Purchase Orders include “Free 38. Foreign Corrupt Practices Prohibition d) “ Customer” Software” as defined 39. Language and Standards means the entity with by the Free Software 40. Packing/Shipments/Importer of Record (replace whom BAE Foundation Inc. By Provision 27 in Section I) SYSTEMS has or way of example and anticipates having a not limitation, “Open 41. Payments, Taxes and Duties (replace Provision 11 in contractual Source” licenses shall Section I) relationship to include such licenses provide services or as the GNU General goods that utilize or Public License, the incorporate the Work. Mozilla Public For purposes of the License 1.1, Apache “FURNISHED Software License PROPERTY” and Version 2.0, the Academic Free USGOVCOST (3/16) 1 License 2.0, and Open subject matter of this signed copy of such written authorization Software License 2.0. Contract. assignment to do so from BAE reasonably in advance SYSTEMS’ h) “ PO” or 2. ACCEPTANCE OF of the due date for Procurement CONTRACT/TERM payment of any such Representative. “Purchase Order” as S AND amounts. Amounts used in any document CONDITIONS assigned to an constituting a part of b) BAE assignee shall be this Contract shall SYSTEMS program, a) This Contract subject to setoffs or mean this “Contract.” operations, integrates, merges, recoupment for any engineering, and supersedes any present or future technical, or other i) “ SELLER” contemporaneous and claims of BAE personnel may from means the party prior offers, SYSTEMS against time to time render identified on the face understandings, SELLER. BAE assistance, give of this Contract with negotiations, and SYSTEMS shall have technical advice, whom BAE agreements the right to make discuss, or exchange SYSTEMS is concerning the subject settlements and/or information with contracting. For the matter hereof and adjustments in price SELLER’s personnel purposes of the constitutes the entire without notice to the concerning the Work “CUSTOMER agreement between assignee. BAE hereunder. Such COMMUNICATION the parties. SYSTEMS may actions shall not be ” and freely assign this deemed to be a “INDEPENDENT b) SELLER’s contract. change under this CONTRACTOR acknowledgment, clause of this Contract RELATIONSHIP” acceptance of 3. PRECEDEN and shall not be the provisions only, payment, or CE basis for equitable “SELLER” shall also commencement of adjustment. If include SELLER’s performance, shall Any inconsistencies in this SELLER believes the agents, constitute SELLER’s Contract shall be resolved foregoing creates an representatives, unqualified in accordance with the actual or constructive subcontractors, and acceptance of this following descending order change, SELLER suppliers at any tier. Contract. of precedence: (1) face of shall notify the BAE the Purchase Order, release SYSTEMS c) ADDITIONAL OR j) “ Software” document or schedule, Procurement DIFFERING means: (1) computer (which shall include Representative and TERMS OR programs, source continuation sheets), as shall not accept such CONDITIONS code, source code applicable, to include any direction or perform PROPOSED BY listings, executable special provisions; (2) any said action unless SELLER OR code, machine master-type agreement authorized by BAE INCLUDED IN readable code, object (such as corporate, SYSTEMS SELLER’S code listings, design operating group, or blanket Procurement ACKNOWLEDGM details, algorithms, agreements); (3) Representative. ENT HEREOF ARE processes, flow representations and HEREBY charts, formulae, and certifications; (4) any OBJECTED TO BY c) Except as related material that supplemental terms and BAE SYSTEMS otherwise provided would enable conditions incorporated by AND HAVE NO herein, all notices to software to be read, reference under provision EFFECT UNLESS be furnished by the reproduced, recreated, 14; (5) these terms and EXPRESSLY SELLER shall be sent or recompiled; (2) conditions; (6) statement of ACCEPTED IN to the BAE associated work; and (7) specifications WRITING BY A SYSTEMS documentation such or drawings. BAE SYSTEMS Procurement as operating manuals, PROCUREMENT Representative. application manuals, REPRESENTATIV 4. CONTRAC and installation and E. T operating instructions d) BAE DIRECTION/CHA that explain the SYSTEMS may, at NGES capabilities of d) Any any time, exclusively software and provide assignment of by a written order instructions on using SELLER’s contract a) Only the signed by its the software; and (3) rights or delegation of BAE SYSTEMS Procurement derivative works, duties shall be void, Procurement Representative, and enhancements, unless prior written Representative has without notice to modifications, and consent is given by authority to make sureties, if any, make copies of those items BAE SYSTEMS. A changes in, to amend, changes within the identified in (1) and change of control of or to modify this general scope of this (2) above. SELLER shall Contract on behalf of contract in any one or k) “ Work” constitute an BAE SYSTEMS. more of the impermissible SELLER shall not following: means all required assignment. implement any deliverables, articles, However, SELLER changes or materials, supplies, may assign rights to modifications to this goods and services, be paid amounts due, contract (including including, but not or to become due, to a contract specifications limited to, technical financing institution if and quality control data and Software, BAE SYSTEMS is provisions) without constituting the promptly furnished a first having received USGOVCOST (3/16) 2 a.i. Drawings, adjustment shall be OTHERWISE Customer, any higher tier made in the contract DIRECT OR contractor(s), or the U. S. designs, or price, the delivery AUTHORIZE Government, with respect specifications schedule, or both, and CHANGES TO THIS to the applicable prime when the the contract shall be CONTRACT. contract, this Contract, supplies modified in writing and/or any related contract being accordingly. Any without prior written furnished are g) BAE claim by SELLER for approval from the BAE to be SYSTEMS SHALL adjustment under this SYSTEMS Procurement specially NOT BE LIABLE article must be Representative. SELLER manufactured FOR ANY OF asserted in writing to shall promptly notify the for BAE SELLER’S BAE SYSTEMS’ BAE SYSTEMS SYSTEMS in INCREASED COSTS Procurement Procurement accordance OF PERFORMANCE Representative no Representative of any with the THAT RESULT later than thirty (30) communications initiated drawings, FROM SELLER’S calendar days (for by the Customer, any designs, or IMPLEMENTATION Ship Repair, five (5) higher tier contractor(s), or specifications OF CHANGES OR calendar days) after the U. S. Government, that ; MODIFICATIONS the date of receipt by affects the applicable Prime THAT BAE SELLER of the Contract, this Contract, SYSTEMS’ a.ii. Method of written change and/or any related contract. PROCUREMENT shipment or authorization or REPRESENTATIVE packing; within such extension DID NOT FIRST 6. INFORMAT as BAE SYSTEMS APPROVE IN ION may grant in writing; a.iii. Place of WRITING. BAE SYSTEMS may, inspection, in its sole discretion, a) Information delivery or consider any such h) BAE provided by BAE acceptance; claim regardless of SYSTEMS and SYSTEMS to when asserted. Such SELLER agree that if SELLER remains the a.iv. Delivery claim shall be in the this Contract, or any property of BAE schedules; form of a complete order, ancillary SYSTEMS. SELLER and/or change proposal fully agreement, or shall comply with all supported by factual correspondence is proprietary a.v. Any other information. Pending transmitted information markings any such adjustment, electronically neither and restrictive legends matters SELLER will BAE SYSTEMS nor applied by BAE affecting this diligently proceed SELLER shall contest SYSTEMS to contract. with the contract as the validity thereof, anything provided modified. Where the on the basis that this hereunder to e) BAE cost of property made Contract, or the order, SELLER. SELLER SYSTEMS’ excess or obsolete as acknowledgement, shall not use any BAE Procurement a result of a change is ancillary agreement, SYSTEMS provided Representative may included in or correspondence information for any sometimes elect to SELLER’s claim for exists only in purpose except to attach BAE adjustment, BAE electronic form, an perform this Contract SYSTEMS’ own SYSTEMS shall have electronic record was and shall not disclose internal change the right to direct the used in its creation or such information to documents to the manner of disposition formation, or it third parties without Change Order for of such property. contains only an the prior written clarification purposes. BAE SYSTEMS shall Electronic Signature consent of BAE When issued, these have the right to or it was generated SYSTEMS. forms will be in examine any of automatically, conjunction with, not SELLER’s pertinent without human b) If the parties in lieu of, a Change books and records for intervention by a have entered into a Order. The SELLER the purpose of system intended for Proprietary shall promptly review verifying SELLER’s the purposes of Information all changes to the part claim. generating same. Agreement pertaining and/or service as to the Work of this specified in the NOTE: Only BAE 5. CUSTOME Contract, the terms Change Order and SYSTEMS’ R and conditions of any Attachments, if Procurement COMMUNICATIO such Proprietary any, and notify BAE Representative shall N Information SYSTEMS of any have the authority to Agreement shall effect that the change direct or authorize BAE SYSTEMS shall be govern the protection may have on the changes or solely responsible for all and exchange of performance of the modifications to this liaison and coordination proprietary contract. contract. BAE with the Customer, any information between SYSTEMS’ higher tier contractor(s), or the Parties. PROGRAM f) If any such the U. S. Government, as it MANAGEMENT change causes an affects any applicable AND c) SELLER increase or decrease prime contract, this ENGINEERING shall not provide any in the cost of or the Contract, and any related PERSONNEL HAVE proprietary time required for contract. Except as required NO AUTHORITY information to BAE performance of this by law, SELLER shall not TO MODIFY OR SYSTEMS without contract, an equitable communicate with the USGOVCOST (3/16) 3 prior execution by effective cyber 9. ALLOWABLE reimbursing BAE SYSTEMS of a defenses across our allowable COST AND Proprietary supply base. The costs PAYMENT Information or Non- process is one (except as Disclosure Agreement element of BAE provided in that expressly covers Systems wider cyber a) Invoicing. subparagra the performance of security strategy and BAE SYSTEMS ph (b)(2) Work under this is linked to our shall make below, with Contract. involvement in the payments to respect to Defense Cyber SELLER when pension, d) Except as Protection requested as work deferred Partnership. SELLER progresses, but not profit required by law, no agrees, if solicited, to more often than sharing, public release of any complete the Cyber once every 2 weeks, and information, or Security Supplier in amounts employee confirmation or denial Questionnaire. determined to be stock of same, with respect allowable by BAE ownership to this Contract or the SYSTEMS in plan subject matter hereof, 7. SURVIVABI accordance with the contributio shall be made by LITY terms of this ns), the SELLER without the Contract and term prior written approval If this Contract expires, is Subpart 31.2 of the “costs” of BAE SYSTEMS completed or is terminated, FAR and agency includes Procurement SELLER shall not be supplements as only: Representative. relieved of those appropriate, in obligations contained in the effect on the date of following provisions: a.Those e) As BAE this Contract. If this recorded Systems and other Contract is with an costs Defense Prime a) Applicable Laws educational that, at Contractors have Counterfeit Parts: institution, FAR the time enhanced their cyber Prevention and Subpart 31.3 shall of the security defenses, Notification apply; and if with a request attackers have Definitions non-profit for expanded their targets Disputes/Jury Waiver organization other reimburs to include the supply Export Control than an educational ement, base, searching for Furnished Property institution, FAR SELLER weaknesses that they Independent Subpart 31.7 shall have can exploit. SELLER Contractor apply. SELLER paid by will employ Relationship shall submit to the cash, appropriate tools and Information BAE SYSTEMS check, practices to protect Entry on BAE Procurement electroni BAE SYSTEMS’ SYSTEMS or Representative, in c funds provided data and Customer Property such form and transfer, advise BAE Intellectual Property reasonable detail as or other SYSTEMS within 2 Maintenance of the representative form of days if a cyber-attack Records may require, an actual has been detected Parts Obsolescence invoice or voucher payment which may have Warranty supported by a for items compromised BAE statement of the or SYSTEMS’ data. claimed allowable b) Corresponding services Where DFAR cost for performing provisions to above as purchase 252.204-7012 this Contract. incorporated through d Safeguarding Covered Supplemental Terms directly Defense Information and Conditions b for this and Cyber Incident provision. Contract. Reporting applies, ) SELLER shall R additionally rapidly c) Those U. S. e b. W report cyber incidents Government i hen directly to DoD at flowdown provisions m SELLER http://dibnet.dod.mil that by their nature b is not and BAE Systems; should survive. u delinque this includes r nt in providing the incident 8. SEVERABI s paying report number, i costs of LITY automatically n contract assigned by DoD, to g performa Each paragraph and BAE Systems as soon nce in provision of this Contract is as practicable. BAE C the severable, and if one or Systems is launching o ordinary more paragraphs or a Supplier Cyber s course of provisions are declared Security process to t business, invalid, the remaining help us understand the s costs provisions of this Contract risk, raise awareness incurred, will remain in full force and and develop but not effect. i. For the proportionate and necessari purpose of USGOVCOST (3/16) 4 ly paid, actors audit and Contract, even for: under adjustment though the concern similar of invoices has not yet paid for 1) M cost or vouchers those items or standard under service. aterials s. subparagra issued ph (h) from d) The costs ii. SELLER below, SELLE of SELLER contributio allowable R's procured ns to any indirect invento Counterfeit pension, costs under ry and Electronic Parts, profit this placed Suspect Counterfeit sharing, or Contract in the Electronic Parts and employee shall be product the costs of rework stock obtained by ion or corrective action ownership applying process that may be plan funds indirect for use required to remedy that are cost rates on this the use or inclusion paid established Contrac of such parts are quarterly or in t; unallowable. more often accordance 2) D may be with irect included in subparagra e) Final labor; indirect ph (e) Indirect Cost Rates. 3) D costs for below. BAE SYSTEMS payment shall reimburse irect purposes; SELLER on the travel; iv. Except as provided, basis of final annual otherwise 4) O that indirect cost rates expressly ther SELLER and the appropriate provided to direct pays the bases established by the contrary in- contributio SELLER and the in these house n to the Government in General costs; fund within effect for the period Provisions or and thirty (30) covered by the in the calendar indirect cost rate 5) P schedule of days after proposal. Such roperly this Contract, the close of rates and bases shall allocabl any the period not change any e and statements in covered. monetary ceiling, allowab specifications Payments contract obligation, le or other made 30 or specific cost indirect documents days or allowance or costs, incorporated more after disallowance as in this the close of provided for in this shown Contract by a period Contract. The rates in the reference shall not be and bases shall be records designating included deemed maintai performance until incorporated into ned by of services or SELLER this Contract upon SELLE furnishing of actually execution. R for materials at makes the purpose SELLER’s payment. s of expense or at f) Billing Accrued obtaini no cost to Rates. There shall costs for ng BAE be included as such reimbur SYSTEMS allowable indirect contributio sement shall be costs such overhead ns that are under disregarded rates as may be paid less Govern for purposes established by often than ment of cost SELLER and the quarterly contrac reimburseme cognizant shall be ts. nt under this Government excluded provision. Agency in from accordance with the c.The indirect principles of the amount costs for c) Small Federal Acquisition of payment Business Concerns. Regulation and progress purposes A small business applicable FAR payment until concern may be Supplement. s that SELLER paid as often as Pending have actually every 2 weeks and establishment of been makes the may invoice and be final overhead rates paid to payment. paid for recorded for any period, SELLER costs for items or SELLER shall be 's services purchased iii. Notwithsta reimbursed at subcontr directly for this nding the billing rates USGOVCOST (3/16) 5 approved by the approval of Contract, related cognizant that invoice SELLER to this Government or voucher, and each Contract, Agency, which and upon assignee except billing rates may be SELLER’s whose for revised from time to compliance assignment specified time subject to such with all is in effect claims approval and terms of at the time stated in subject to this of final exact appropriate Contract, payment amounts, adjustment when BAE shall or in the final rates for SYSTEMS execute and estimate that period are shall deliver: d established. promptly amounts pay any a.An when the balance of exact g) Quick assignme allowable amounts Closeout nt to costs and are not Procedures. When BAE that part of known. SELLER and BAE SYSTE the fee (if SYSTEMS agree, MS, in any) not the quick closeout form and j) Subcontracts. previously procedures of substanc No subcontract paid. Subpart 42.7 of the e placed under this FAR may be used. satisfact Contract shall ii. SELLER ory to provide for payment h) Audit. At shall pay to BAE on a cost-plus-a- BAE SYSTE percentage-of-cost any time or times SYSTEMS MS, of basis, and any fee before final any refunds, payable under cost- payment, BAE refunds, rebates, reimbursement type SYSTEMS or the rebates, credits, subcontracts shall Government may credits, or or other not exceed the fee audit SELLER’s other amounts limitations in invoices or amounts (includin paragraph 15.404- vouchers and (including g 4(c)(4)(i) of the statements of cost. interest, if interest, Federal Acquisition Any payment may any) if any) Regulation (FAR). be (1) reduced by accruing to properly amounts found by or received allocable BAE SYSTEMS or 10. FEE by to costs the Government not (applicable only if SELLER or for to constitute this Contract any which allowable costs or includes Fee) assignee SELLER (2) adjusted for under this has been prior overpayments BAE SYSTEMS shall pay Contract, to reimburs or underpayments. SELLER for performing the extent ed by this Contract the fee as that those BAE specified in this Contract. i) Final amounts are SYSTE Payment properly MS allocable to under 11. PAYMENTS i. SELLER costs for this , TAXES, AND which Contract; DUTIES shall SELLER and submit a has been completion a) Unless otherwise reimbursed invoice or b. A provided, terms of by BAE voucher, release payment shall be net SYSTEMS. designated dischargi forty-five (45) days Reasonable as such, ng BAE from the latest of the expenses promptly SYSTE following: (i) BAE incurred by upon MS, its SYSTEMS’ receipt of SELLER completion directors SELLER’s accurate for securing of the , invoice in accordance refunds, Work, but officers, with proper invoicing rebates, no later agents, instructions as credits, or than one and identified on the PO, other year (or employe or other master-type amounts longer, as es from agreement; (ii) shall be BAE all scheduled delivery allowable SYSTEMS liabilities date of the Work; or costs if may , (iii) actual delivery of approved approve in obligatio the Work. BAE by BAE writing) ns, and SYSTEMS shall have SYSTEMS. from the claims a right of setoff Before final completion arising against payments due payment date. Upon from or or at issue under this under this USGOVCOST (3/16) 6 Contract or any other cost incurred under Contract Audit SELLER has been contract between this contract. To Agency (DCAA) received by the BAE BAE SYSTEMS and ensure compliance representative, or a SYSTEMS SELLER. with this requirement, mutually agreeable Procurement the Contractor shall, third party auditor Representative stating b) Each payment made in addition to from a nationally that SELLER’s providing the recognized firm of employees are cleared shall be subject to information required certified public by SELLER to report reduction to the extent by FAR 52.232-32, accountants. to work. If the of amounts which are submit supporting SELLER personnel in found by BAE information for all question holds a U.S. SYSTEMS not to 13. OFFSET payment requests Government-granted have been properly CREDIT/COOPER using the format in Security clearance or payable and shall also ATION DFARS 252.232- access that has been be subject to 7012 or a similar validated by BAE reduction for All offset or countertrade format as long as the SYSTEMS through overpayments. credit value resulting from same data outlined in JPAS (Joint Personnel this Contract, and any DFARS 252.232- Adjudication System) lower tier subcontracts, c) Payment shall be 7012 is provided. or via a visit shall accrue solely to the deemed to have been certification, then a 12. MAINTENA benefit of BAE SYSTEMS. made as of the date of pre-employment NCE OF RECORDS SELLER shall cooperate mailing BAE background screening with BAE SYSTEMS in SYSTEMS’ payment for that SELLER the fulfillment of any or electronic funds a) Unless a longer personnel is not foreign offset/countertrade transfer. period is specified in required. Pre- obligations. this Contract or by employment d) Unless otherwise law or regulation, background SELLER shall retain 14. SUPPLEME screenings must specified, prices all records related to NTAL TERMS AND include the following: include all applicable this Contract for five CONDITIONS (a) Identity and Right federal, state and local (5) years from the to Work Verification taxes, duties, tariffs, date of final payment The following (Criteria: A and similar fees received by SELLER. supplemental terms and successful I-9 / E- imposed by any Records related to this conditions are hereby Verify System Check) government, all of Contract include, but incorporated by reference, (b) Criminal which shall be listed are not limited to, and shall also apply to this Conviction Check, to separately on the financial, proposal, Contract: USGOVA the extent permitted invoice. procurement, “FAR/DFARS/NAVSEA by applicable law, for specifications, Supplement” or USGOVB a minimum of e) SELLER will provide production, “FAR/Other Agencies previous seven years BAE SYSTEMS with inspection, test, Supplement”. Any for each county lived a W-9 Form (Request quality, quality additional or supplemental in (Criteria: No for Taxpayer processes and terms and conditions that record or if Identification Number procedures, shipping are required to be flowed misdemeanors, and Certification) in and export, down from BAE occurrence greater accordance with IRS certifications, and SYSTEMS’ prime than seven years regulations. An receipt records. contract(s) shall be prior, then the updated form is provided as a note on the SELLER may choose required for any b) BAE SYSTEMS and face of this Contract or as to provide an Name or address Special or Additional explanation of the its customer shall change. If SELLER Provisions to the Contract. event to BAE have access to such fails to provide a SYSTEMS. BAE records, and any other complete and proper SYSTEMS will records SELLER is 15. ENTRY ON W-9 Form, BAE review the required to maintain BAE SYSTEMS OR SYSTEMS is explanation against under this Contract, CUSTOMER required to subject security requirements) for the purpose of PROPERTY payments to Backup (c) Education audit during normal Withholdings. Verification for business hours, upon a) If SELLER’s degreed positions reasonable notice for personnel are to work only; and (d) f) Performance Based as long as such at BAE SYSTEMS’ Minimum of three Payments (PBP), records are required facility with years of employment a.k.a. milestone to be retained. Audit unescorted access, history (Criteria: payments: SELLER rights shall be SELLER is required Employment history will include a available to BAE to have performed is confirmed as certification with each SYSTEMS on all pre-employment presented). PBP invoice that the performance related background total value of all reports and other screenings at no current and prior records, except b) SELLER shall ensure charge to BAE PBPs do not exceed records pertaining to that personnel SYSTEMS. SELLER the total actual costs proprietary indirect assigned to work at employees will not be incurred under the cost data. Audit of BAE SYSTEMS’ or allowed access to contract. At no time any proprietary Customer’s premises work at BAE shall cumulative indirect cost data may comply with any on- SYSTEMS facilities performance-based be accomplished premises guidelines. until written payments exceed through the Unless otherwise confirmation from cumulative contract responsible Defense authorized in writing USGOVCOST (3/16) 7 by BAE SYSTEMS, charged to this writing by the BAE SELLER’s personnel Contract. 16. INDEPEND SYSTEMS assigned to work at Procurement ENT BAE SYSTEMS’ or Representative for f) SELLER shall not CONTRACTOR Customer’s premises purposes of this assign any persons to RELATIONSHIP shall while at BAE Contract; (iii) will work at BAE SYSTEMS’ or only connect with, SYSTEMS facilities Customer’s premises a) SELLER’s interact with or use who are not a “U.S. (i) not bring weapons relationship to BAE BAE SYSTEMS’ Person” per 22 C.F.R. of any kind; (ii) not SYSTEMS shall be computer networks 120.15 {lawful manufacture, sell, that of an independent and equipment, permanent resident as distribute, possess, contractor and this communications defined by 8 U.S.C. use or be under the Contract does not resources, programs, 1101(a)(20)}. influence of create an agency, tools or routines as controlled substances partnership, or joint BAE SYSTEMS or alcoholic g) SELLER venture relationship agrees, all at beverages; (iii) not acknowledges that between BAE SELLER’s risk and possess hazardous BAE SYSTEMS SYSTEMS and expense, and then materials of any kind; and/or BAE SELLER or BAE only in compliance (iv) remain in SYSTEMS’ customer SYSTEMS and with applicable BAE authorized areas only; have a zero tolerance SELLER personnel. SYSTEMS policies; and/or (v) not solicit policy for harassing SELLER personnel and (iv) will not share BAE SYSTEMS’ behavior. SELLER, engaged in or disclose user employees for its employees, and its performing Work identifiers, passwords, employment during lower-tier under this Contract cipher keys or business hours. subcontractors (when shall be deemed computer dial port permitted) shall employees of telephone numbers. c) All SELLER comply with the SELLER and shall BAE SYSTEMS may conduct requirements not for any purposes monitor any personnel, property, in effect at a worksite be considered communications and vehicles entering of BAE SYSTEMS or employees or agents made over or data or leaving BAE its Customer. BAE of BAE SYSTEMS. stored in BAE SYSTEMS’ or SYSTEMS and its SELLER assumes full SYSTEMS computer Customer’s premises Customer reserve the responsibility for the networks and are subject to search. right to exclude or actions and equipment or remove from any supervision of such communications d) SELLER shall worksite, any personnel while resources. promptly notify BAE individual who has engaged in Work SYSTEMS and been deemed careless, under this Contract. Section 1B: Laws and provide a report of uncooperative, or BAE SYSTEMS Regulations any and all physical whose continued assumes no liability altercations, assaults employment has been for SELLER or harassment, and determined by BAE personnel. 17. APPLICAB accidents or security SYSTEMS or its LE LAWS incidents involving Customer to be b) Nothing death, personal injury contrary to the BAE contained in this a) Unless specifically or loss of or misuse of SYSTEMS’, the Contract shall be identified otherwise or damage to BAE Customer’s, or the construed as granting on a PO or under a SYSTEMS’ or public’s interest. to SELLER or any master-type Customer’s property, Exclusion from the personnel of SELLER agreement, which is while on BAE worksite under the rights under any BAE part of this Contract, SYSTEMS’ or its circumstances SYSTEMS benefit all matters arising Customer’s premises. described in this plan. SELLER shall from or related to it clause shall not provide and maintain shall be governed by relieve SELLER from e) BAE SYSTEMS may, all insurance and and construed in full performance of at its sole discretion, benefits required by accordance with the the Contract, nor will remove or require law, including but not law of the State from it provide the basis SELLER to remove limited to workers’ which this Contract for an excusable delay any specified compensation was issued, excluding or any claims against personnel of SELLER insurance. its choice of law BAE SYSTEMS or from BAE rules, except that any its Customer. provision in this SYSTEMS’ or c) SELLER Customer’s premises Contract that is (i) personnel: (i) will not and request that such h) If this Contract was incorporated in full remove BAE personnel not be issued by BAE text or by reference SYSTEMS or its reassigned to any SYSTEMS Ship from the Federal Customer’s assets BAE SYSTEMS Repair Inc. or one of Acquisition from BAE premises under this its subsidiaries, the Regulations (FAR); SYSTEMS’ or Contract or any other Indemnity Agreement and/or (ii) Customer’s premises contract. Any costs executed by SELLER incorporated in full without BAE arising from or related in connection with text or by reference SYSTEMS written to removal of becoming an from any agency authorization; (ii) will SELLER’s employee approved regulation that use BAE SYSTEMS shall be borne solely subcontractor to BAE implements or or Customer assets by SELLER and not SYSTEMS shall supplements the FAR; only as authorized in apply. and/or (iii) that is USGOVCOST (3/16) 8 substantially based on 1714.43, and under related federal this any such agency SELLER shall require contract(s). contractor regulation or FAR its lower-tiered and provision, shall be contractors to comply i. To the extent subcontracto construed and with California Civil applicable, r shall abide interpreted according Code 1714.43. the equal by the to the U.S. federal employment requirement common law of (4) BAE SYSTEMS opportunity s of 41 CFR government contracts is a federal and 60–300.5(a). as enunciated and government affirmative This applied by U.S. contractor subject to action regulation federal judicial the nondiscrimination requirements prohibits bodies, boards of and affirmative action set forth in 41 discriminati contract appeals, and compliance C.F.R. Part on against quasi-judicial requirements of 60-1.4(a) qualified agencies of the U.S. Executive Order (women and protected federal Government. 11246, as amended, minorities), veterans, Executive Order 41 C.F.R. and requires b) (1) SELLER shall 13672, , the Part 60- affirmative Rehabilitation Act of 250.5(a) and action by comply with all 1973, as amended, Part 60- covered applicable laws, and the Vietnam Era 300.5(a) prime orders, rules, Veterans’ (covered contractors regulations, and Readjustment veterans), and and ordinances. SELLER Assistance Act of the employee subcontracto shall procure all 1974, as amended. notice rs to employ licenses and permits, BAE SYSTEMS is requirements and advance and pay all fees and committed to set forth in 29 in other required charges compliance with these C.F.R. Part employment necessary to conduct nondiscrimination and 471, qualified its business, all at affirmative action Appendix A protected SELLER’s expense. requirements. As part to Subpart A, veterans (if of our efforts to are hereby this (2) SELLER shall be comply with these incorporated procurement responsible for laws and their by reference is compliance with all implementing into this =/>$100,000) requirements and regulations, we have Contract. . obligations relating to developed and (5) If: (i) BAE its employees under ii. This implemented equal SYSTEMS’ contract all applicable local, contractor employment price or fee is state, and federal and opportunity and reduced; (ii) BAE statutes, ordinances, subcontracto affirmative action SYSTEMS’ costs are rules, and obligations r shall abide policies and determined to be including, but not by the programs, which are unallowable; (iii) any limited to, employer’s requirement designed to ensure fines, penalties or obligations under s of 41 CFR that all qualified interest are assessed laws relating to: 60 741.5(a). applicants and on BAE SYSTEMS; income tax This employees are treated or (iv) BAE withholding and regulation without regard to such SYSTEMS incurs any reporting; civil rights; prohibits factors as race, color, other costs or equal employment discriminati religion, sex, national damages as a result of opportunity; on against origin, disability, any violation of discrimination on the qualified veteran status, sexual applicable laws, basis of age, sex, race, individuals orientation, gender orders, rules, color, religion, on the basis identity, or any other regulations, or disability, national of disability, reason prohibited by ordinances by origin, or veteran and requires law. SELLER, its status; overtime; affirmative directors, officers, minimum wage; action by In accordance with employees, agents, social security covered the implementing suppliers, or contribution and prime regulations of these subcontractors at any withholding; contractors laws BAE tier, BAE SYSTEMS unemployment and SYSTEMS’ General may proceed as insurance; employer’s subcontracto Provisions serves as provided for in liability insurance; rs to employ notification to subparagraph (b)(7). worker’s and advance SELLER about our compensation; in nondiscrimination and (6) Where submission veteran’s rights; and employment affirmative action of cost or pricing data all other employment, qualified policies, and also is required or labor, or benefits individuals “requests appropriate requested at any time related laws. with action” of SELLER to prior to or during disabilities ensure full performance of this (3) Effective 01 (If this compliance Contract, if SELLER January 2012, procurement throughout the or its lower-tier SELLER certifies is subcontracting chain subcontractors: (i) compliance with the =/>$10,000.) submit and/or certify California Civil Code Additionally, USGOVCOST (3/16) 9 cost or pricing data directors, employees, 1) Disclose if any of the minerals that are defective; (ii) agents, contractors, f) For orders $500,000 listed in (i) above are necessary to with notice of lower-tier the functionality or production of and above to be applicable cutoff subcontractors, or the product(s) delivered under this substantially dates and upon BAE other related entities contract, 2) identify if such conflict performed outside of SYSTEMS’ request will provide to BAE minerals did not originate in the the United States: to provide cost or SYSTEMS any Covered Countries or did come SELLER shall pricing data, submit information, which from recycled or scrap sources, or comply with the cost or pricing data, the disclosure or policy, controls, and 3) identify of such minerals did whether certified or receipt of would reporting originate in the Democratic not certified at the violate the requirements as Republic of Congo or adjoining time of submission, as Procurement Integrity defined in U.S. country. For products a prospective Act, 41 U.S.C. § 423, Executive Order, 25 manufactured in calendar years subcontractor, and as currently amended. September 2012, 2013 and 2014 if the origins of such any such data are This includes third Strengthen minerals cannot be determined by defective as of the party bid or proposal Protections Against reasonable means the SELLER may applicable cutoff date information and Trafficking In report the origins as on BAE SYSTEMS’ source selection Persons In Federal undeterminable. SELLER will Certificate of Current information, as Contracts; Sec. 2. include in the disclosure a Cost or Pricing Data; defined by the Anti-Trafficking description of the measures it took (iii) claim an Procurement Integrity Provisions subsection to exercise due diligence on the exception to a Act and the FAR. (2). conflict minerals’ source and chain requirement to submit Additionally, of custody. cost or pricing data SELLER agrees to and such exception is put in place effective g) Certification invalid; (iv) furnish controls that will Regarding Political i) If this Contract is for data of any ensure information Contributions, Fees, a Commercial Item, description that is that would violate the and Commissions SELLER represents inaccurate; and/or (v) Procurement Integrity Paid In Connection and warrants that the if the U.S. Act is not shared with with Sales Subject to Work provided under Government alleges BAE SYSTEMS. the Provisions of the this Contract any of the foregoing, Arms Export Control constitutes a “Commercial Item” as and, as a result: d) SELLER represents Act: SELLER (1) BAE SYSTEMS’ represents that in defined in FAR 2.101. that each chemical contract price or fee is accordance with 22 substance constituting reduced; (2) BAE C.F.R. 130, neither or contained in Work j) In accordance with 10 SYSTEMS’ costs are SELLER nor its sold or otherwise USC 2330a, if this determined to be subcontractors at any transferred to BAE Contract is for unallowable; (3) any tier have paid, offered SYSTEMS hereunder services, the SELLER fines, penalties or or agreed to pay, or is on the list of shall report all labor interest are assessed will pay or offer or chemical substances hours required for on BAE SYSTEMS; agree to pay, in compiled and performance under and/or (4) then BAE respect to the Work published by the this Contract via a SYSTEMS incurs any which are to be Administrator of the secure data collection other costs or provided to BAE Environmental site. Specific damages; BAE SYSTEMS under any Protection Agency instructions will be SYSTEMS may Contract awarded, pursuant to the Toxic provided by the proceed as provided political Substances Control Procurement for in subparagraph(b) contributions, fees, or Act (15 U.S.C. Sec. Representative if (7). commissions in 2601 et seq.) as applicable. amounts as specified amended. Seller shall (7) Upon the in 22 C.F.R. 130.9. not deliver goods that occurrence of any of 18. PRIORITY contain any asbestos the circumstances RATING mineral fibers. h) Conflict Minerals: identified in Products delivered to BAE Systems subparagraphs (b)(5) i. a) If so and (b)(6), BAE e) SELLER shall shall be free of any known Conflict identified, this SYSTEMS may make provide to BAE Minerals which are: columbite- Contract is a “rated an offset reduction of SYSTEMS with each tantalite (coltan), cassiterite, order” certified for corresponding delivery any Safety wolframite, and gold, to include national defense use, amounts (in whole or Data Sheets (SDSs) derivatives (tantalum, tin, and emergency in part) due SELLER (formerly known as tungsten, which are known as the preparedness, and under this Contract or Material Safety Data energy program use, any other contract Sheets or MSDs) (29 “3Ts”) which are used to finance and the SELLER shall with SELLER, and/or C.F.R. 1910.1200) conflict in the Democratic Republic follow all the may demand payment applicable to the of Congo or adjoining country. requirements of the (in whole or in part) Work in conformance Defense Priorities and of the corresponding with and containing ii. In compliance with SECURITIES Allocation System amounts. SELLER such information as AND EXCHANGE (DPAS) Regulation shall promptly pay required by the COMMISSION, 17 CFR PARTS (15 C.F.R. Part 700). amounts so Occupational Safety 240 and 249b, [Release No. 34- demanded. and Health Act of 67716; File No. S7-40-10] RIN b) Levels of 1970 and regulations 3235-AK84:CONFLICT priority: There are c) SELLER represents promulgated thereunder, or its state MINERALS (Dodd-Frank Act two levels of priority and warrants that approved counterpart. Section 1502); SELLER agrees to: established by this none of its officers, USGOVCOST (3/16) 10 regulation, identified c) BAE SYSTEMS C.F.R. 760, and the item, data or services by the rating symbols Internal Revenue to any U.S. Person maintains an ethics “DO” and “DX”. All Code, 26 U.S.C. 999, that is employed by program that includes DX rated orders take including the any “Foreign person” a written code of preference over DO requirements on within the meaning of conduct, training and rated orders and reporting anti-boycott 22 C.F.R. 120.16. awareness for all unrated orders. requests to the U.S. employees, details of Customer notification Government. which can be found at e) SELLER shall notify requirements. (1) A SELLER shall http://www.baesystem in writing the BAE person must accept or provide to BAE s.com/article/BAES_0 SYSTEMS reject a rated order SYSTEMS within 30 20436/code-of- Procurement and transmit the days of submittal a conduct-and-key- Representative if any acceptance or copy of any anti- policies. Failure to use, sale, import or rejection in writing boycott report made comply with the export by BAE (hard copy), or in to the U.S. Global Code of SYSTEMS of Work electronic format, Government that Conduct or to be delivered under within fifteen (15) involves this SELLER’S this Contract is working days after Contract. comparable ethics restricted by any receipt of a DO rated program and export control laws or order and within ten standards shall be c) Without limiting the regulations applicable (10) working days considered a material foregoing, SELLER to SELLER. after receipt of a DX breach and shall be shall not transfer any rated order. If the grounds for export-controlled order is rejected, the f) SELLER shall termination of this item, data or services, person must also immediately notify in Contract. to include transfer to a provide the reasons writing the BAE person who is not a for the rejection, SYSTEMS “U.S. Person” as pursuant to 20. E Procurement defined in the ITAR paragraphs (b) and (c) XPORT Representative if (22 C.F.R. 120.15), of C.F.R. 15 Part 700 CONT SELLER is listed in without the authority Subpart D, 700.13, in ROL any Denied Parties of a United States writing (hard copy) or List or if SELLER’s Government export electronic format. export privileges are a) SELLER shall license, technical otherwise denied, comply with all assistance agreement, suspended or revoked 19. GRATUITI applicable United or other authority. in whole or in part by ES/KICKBACKS/E States export control The restrictions on the any government entity THICAL laws and regulations, transfer of export or agency. CONDUCT including, but not controlled data apply limited to, the equally to data g) If SELLER is a) No gratuities (in the requirements of the furnished by BAE Arms Export Control SYSTEMS and to any engaged in the form of Act, 22 U.S.C. 2751- such data business of either entertainment, gifts or 2799aa-2, the incorporated in exporting or otherwise) or International Traffic documents generated manufacturing kickbacks shall be in Arms Regulation by SELLER. (whether exporting or offered or given by (ITAR), 22 C.F.R. Additionally, no not) defense articles SELLER, or anyone 120 et seq., the Export disclosure of data or furnishing defense acting on SELLER’s Administration Act, furnished by BAE services, SELLER behalf, to any 50 U.S.C. app. 2401- SYSTEMS can be represents that it employee of BAE 2420, the Export made unless and until maintains an effective SYSTEMS with a Administration BAE SYSTEMS has export/import view toward securing Regulations, 15 considered the request compliance program favorable treatment as C.F.R. 730-774, and and provided its in accordance with a supplier. the regulations of the written approval the ITAR and it is Office of Foreign though contractually registered with the b) By accepting this Assets Control (31 authorized channels. United States Office Contract, SELLER C.F.R. Parts 500- SELLER will strictly of Defense Trade certifies and 595). SELLER shall comply with the Controls (unless represents that it has obtain all required conditions in any such covered by one of the not made or solicited export licenses and approval and in the exemptions set forth and will not make or agreements necessary export license or other in 22 C.F.R. 122.1) as solicit kickbacks in to perform SELLER’s Government required by the ITAR. violation of FAR Work, as applicable. authorization for such 52.203-7 or the Anti- disclosure. h) Where SELLER is a Kickback Act of 1986 b) SELLER shall signatory under a (41 U.S.C. Sec. 51- comply with all d) Further, a United BAE SYSTEMS 58), incorporated applicable United States Government export license or herein by this specific States anti-boycott export license, export export agreement (e.g. reference if this laws and regulations, agreement, or Technical Assistance Contract exceeds including but not applicable license Agreement, $150,000, except that limited to, the exemption or Manufacturing paragraph (c)(1) of requirements of the exception shall be License Agreement), FAR 52.203-7 shall Export obtained by SELLER SELLER shall not apply. Administration prior to the transfer of provide immediate Regulations, 15 any export-controlled written notification to USGOVCOST (3/16) 11 the BAE SYSTEMS person is or defense services as faith to resolve any Procurement expressly defined on the United such claim, dispute or Representative in the authorized States Munitions List cause of action. To event of changed pursuant to (Part 121 of the the extent that such circumstances an export ITAR), SELLER is so negotiations fail, BAE affecting said license license or registered with the SYSTEMS AND or agreement. export Directorate of SELLER AGREE agreement. Defense Trade THAT ANY i) Failure of the United The Controls (DDTC), LAWSUIT OR restrictions Department of State. CAUSE OF ACTION States Government or on the (Applicable to THAT ARISES any other government disclosure of companies operating FROM OR IS to issue any required export- in the U.S. only). RELATED TO THIS export or import controlled CONTRACT SHALL license, or data apply to BE FILED WITH withdrawal/terminatio l) See BAE SYSTEMS both data AND LITIGATED n of a required export Ship Repair Inc. furnished by ONLY IN A COURT or import license by Addendum for BAE OF COMPETENT the United States additional terms SYSTEMS JURISDICTION Government or any applicable to this and to any WITHIN THE other government, EXPORT CONTROL such data STATE FROM shall relieve BAE section for work incorporated WHICH THIS SYSTEMS of its performed for BAE in documents CONTRACT WAS obligations under this SYSTEMS Ship generated by ISSUED; AND BAE Contract. Provided Repair Inc. and its SELLER; SYSTEMS AND that SELLER has subsidiaries. and SELLER EACH diligently pursued HEREBY CONSENT obtaining such license 21. DISPUTES/ AND AGREE TO and, through no fault iii. Any rights in JURY WAIVER THE PERSONAL of SELLER, such the data may (See BAE JURISDICTION license has been not be SYSTEMS Ship AND VENUE OF denied, withdrawn, or acquired by Repair Inc. ANY STATE OR terminated, SELLER SELLER or Addendum for FEDERAL COURT shall also be relieved any other additional terms OF COMPETENT of its obligation under Non-U.S. applicable to this JURISDICTION this Contract. In Person; and Disputes/Jury LOCATED WITHIN either event, this Waiver section for THE STATE FROM Contract may be iv. SELLER work performed for WHICH THIS terminated by BAE shall return, BAE SYSTEMS CONTRACT WAS SYSTEMS without or at BAE Ship Repair Inc. and ISSUED WITH additional cost or SYSTEMS’ its subsidiaries.) RESPECT TO ANY other liability. direction, SUCH CLAIM, destroy all of a) All disputes DISPUTE OR j) If the technical data the technical CAUSE OF ACTION arising from or related required to perform data exported AND WAIVE ANY to this Contract, this Contract is to SELLER DEFENSE OR which are not subject to the United pursuant to OBJECTION TO disposed of by mutual States International this Contract THE EXERCISE OF agreement may be Traffic in Arms upon PERSONAL decided by recourse Regulations (ITAR), fulfillment of JURISDICTION to an action at law or SELLER shall its terms; and AND/OR VENUE in equity in comply with all BY ANY SUCH accordance with export licenses, and COURT. (For BAE v. Unless subparagraph (b) of the following: SYSTEMS Ship otherwise this provision. Until Repair Inc. (and its expressly final resolution of any subsidiaries), orders i. The technical directed by dispute hereunder, originating in data shall be BAE SELLER shall California, please see used only in SYSTEMS, diligently proceed the BAE SYSTEMS performance SELLER with the performance Ship Repair Inc. of Work shall deliver of this Contract as Addendum for further required by the Work directed by the BAE Disputes language.) this Contract; only to BAE SYSTEMS and SYSTEMS or Procurement to an agency Representative. c) TO THE ii. The data shall of the U.S. EXTENT Government. PERMITTED BY not be b) BAE APPLICABLE disclosed to SYSTEMS and LAWS, BAE any Non-U.S, k) SELLER SELLER agree to SYSTEMS AND Person, acknowledges and timely notify each SELLER EACH including confirms that if under other of any claim, WAIVE ANY lower-tier this contract SELLER dispute or cause of RIGHTS WHICH subcontractor manufactures, action arising from or EITHER MAY s within the exports, or brokers related to this HAVE TO TRIAL same country, defense articles, Contract, and to BEFORE A JURY unless said related technical data negotiate in good OF ANY DISPUTE USGOVCOST (3/16) 12 ARISING FROM, authorized Customer changes of (FOD) prevention OR RELATED TO, representatives, and manufacturing facility program. When THIS CONTRACT. Regulatory locations. applicable, SELLER’s SELLER AND BAE Authorities. SELLER FOD prevention SYSTEMS agrees to include, and e) All hardware, program shall include: FURTHER to require its data, other STIPULATE AND subcontractors to documentation, i. The review of CONSENT THAT include, the substance tooling and design and ANY SUCH of this provision, equipment required manufacturin LITIGATION including this by SELLER during g processes to BEFORE A COURT sentence, in each of the performance of identify and OF COMPETENT its subcontracts under this order shall be eliminate JURISDICTION this Contract. Further, maintained under foreign object SHALL BE NON- SELLER shall be in configuration control. entrapment JURY. compliance with any BAE SYSTEMS’ areas and other specific quality approval of the paths through requirements 22. WAIVER, drawing package shall which foreign identified in this APPROVAL AND constitute a baseline objects can Contract. REMEDIES release for hardware migrate. fabrication. BAE b) Records of all a) Failure by BAE SYSTEMS’ approval ii. SELLER quality control of other such SYSTEMS to enforce shall employ inspection work by documentation shall any provision(s) of appropriate SELLER shall be kept likewise constitute a this Contract shall not housekeeping complete and baseline release for be construed as a practices to available to BAE applicable activities. waiver of the ensure timely SYSTEMS and its Upon receipt of such requirement(s) of removal of Customers. approval, the such provision(s), or residue/debris SELLER shall not as a waiver of the , if any, implement any right of BAE c) SELLER generated change in design, SYSTEMS thereafter agrees to notify BAE during processes, controls, to enforce each and SYSTEMS manufacturin parts or proprietary every such Procurement g operations data released to BAE provision(s). Representative of or tasks. SYSTEMS thereafter product that does not to internal functions meet the requirements b) BAE SYSTEMS’ or second-tier iii. SELLER of this order that approval of suppliers without shall cannot be reworked to documents shall not BAE SYSTEMS’ determine if compliance. Written relieve SELLER from prior written sensitive Approval will be complying with any approval. areas that required by BAE requirements of this may have a SYSTEMS Contract. high Procurement f) The SELLER probability Representative prior shall submit Major for c) The rights and to SELLER’s Engineering Change introduction remedies of BAE shipment of Orders (ECO’s) to of foreign SYSTEMS in this nonconforming BAE SYSTEMS for objects Contract are material to BAE written approval prior should have cumulative and in SYSTEMS. to implementing any special addition to any other Additionally, such changes. BAE emphasis rights and remedies SELLER shall notify SYSTEMS’ approval controls in provided by law or in BAE SYSTEMS shall in no way place equity. Procurement relieve the SELLER appropriate Representative if from complying with for the SELLER discovers the requirements of manufacturin that previously the order, nor shall Section 1C: g delivered product approval relieve the Quality/Product environment. Control does not meet the SELLER’s technical Provisions requirements of this responsibility for the order. design. The SELLER iv. By delivering shall further submit items to BAE 23. QUALITY d) SELLER Minor ECO’s for SYSTEMS, CONTROL informational SELLER agrees to notify BAE SYSTEM purposes. Any shall be SYSTEMS SELLER deemed to Procurement classification have certified a) SELLER Representative with disagreements shall to BAE agrees to provide and changes in product be referred to BAE SYSTEMS maintain a quality and/or process which SYSTEMS for a final that such control system to an affect compliance decision. items are free industry recognized with applicable from any Quality Standard and Specifications, foreign to provide access to technical Data Sheets, g) SELLER material that SELLER’s facilities or reliability of the shall maintain a could result at all reasonable times product, changes of Foreign Object in FOD. by BAE SYSTEMS, suppliers, and Debris/Damage USGOVCOST (3/16) 13 information, facilities, subsections: a) i., b), written 24. TIMELY and assistance d), and f)) authority of necessary for safe and a) Definitions for the original PERFORMANCE convenient inspection purposes of this manufacturer without additional Contract: or current a) SELL charge. i. “Counterfeit design ER’s timely activity, Part” is one performance is a including an b) No such that is (1) an critical element of this authorized inspection (or election unauthorized Contract. aftermarket not to inspect) shall copy or manufacturer. relieve SELLER of its substitute that Unlawful or b) Unless obligations to furnish has been unauthorized advance shipment has all Work in strict identified, substitution been authorized in accordance with the marked, includes used writing by the BAE requirements of this and/or altered electronic SYSTEMS Contract. BAE by a source parts Procurement SYSTEMS’ final other than the represented Representative, BAE inspection and item’s legally as new, or the SYSTEMS may store acceptance shall be at authorized false at SELLER’s destination. source and identification expense, or return, has been of grade, shipping charges misrepresente c) SELLER serial collect, all Work d to be an shall not re-tender number, lot received in advance authorized rejected Work without number, date of the scheduled item of the disclosing the code, or delivery date. legally corrective action performance authorized taken. characteristic source and/or c) If s. (2) SELLER becomes d) SELLER previously aware of difficulty in shall not tender used parts iii. As used performing the Work, finished goods to provided as herein, SELLER shall timely BAE SYSTEMS “new.” A “authentic” notify BAE which have been part is a shall mean SYSTEMS, in returned from another “Suspect (A) from the writing, giving customer without Counterfeit legitimate pertinent details. This prior written approval Electronic source notification shall not from BAE SYSTEMS Part” if visual claimed or change any delivery Procurement inspection, implied by schedule. Representative. Such testing, or the marking approval requests other and design of d) In the event shall include a full information the product of a termination or explanation of provides offered; and change, no claim will SELLER’s reason to (B) be allowed for any verification process believe that manufactured manufacture or for those goods. For the part may by, or at the procurement in returned goods to be be a behest and to advance of SELLER’s considered for counterfeit the standards normal flow time acceptance by BAE part. of, the unless there has been SYSTEMS, an manufacturer prior written consent Authorized/Franchise ii. “Counterfeit that has by BAE SYSTEMS’ d Distributor must lawfully Electronic Procurement include acceptance of applied its Part” means Representative. returned goods for name and an unlawful resale as part of its trademark for or counterfeit/fraudulent that 25. INSPECTIO unauthorized parts risk model/versio N AND reproduction, management plan. n of the ACCEPTANCE substitution, material. or alteration 26. COUNTERF a) BAE that has been EIT PARTS: knowingly iv. “ Independe SYSTEMS and its PREVENTION mismarked, nt Customer may inspect AND misidentified, Distributors” all Work at NOTIFICATION or otherwise are persons reasonable times and (Note: If DFARS misrepresente and places, including, 252.246-7007 is d to be an businesses when practicable, applicable to this authentic, that are not during manufacture procurement, it shall unmodified part of an and before shipment. take precedence for electronic OCM’s BAE SYSTEMS shall any differing terms part from the authorized perform such and conditions for original distribution inspections in a Electronic Parts manufacturer, chain. These manner that will not within this specific or a source also may be unduly delay the provision with the with the referred to as Work. SELLER shall exception of express non- provide all USGOVCOST (3/16) 14 franchised viii. “ Suspect present complete and to mitigate risks distributors, compelling support associated with parts Counterfeit unauthorized for its request and obsolescence, making Electronic distributors include in its request sourcing decisions, Part” means or brokers all actions needed to prioritizing mission an Electronic ensure that the critical and sensitive Part for parts/components components, ensuring v. “ Electronic which thus procured are traceability of parts, Part” means credible legitimate parts. BAE developing lists of an integrated evidence SYSTEMS may trusted and non- circuit, a (including, additionally need to trusted suppliers, discrete but not get its customer’s flowing down electronic limited to, approval of requirements to component visual SELLER’s request. subcontractors, (including, inspection or Awaiting the inspecting and testing but not testing) processing of such parts, reporting and limited to, a provides requests shall not quarantining Suspect transistor, reasonable constitute a basis for Counterfeit Electronic capacitor, doubt that the excusable delay on Parts and Counterfeit resistor, or Electronic part of the SELLER. Electronic Parts, and diode), or a Part is BAE SYSTEMS’ taking corrective circuit authentic. approval of SELLER action. assembly request(s) does not d) If the SELLER is (section b) SELLER represents relieve SELLER’s providing electronic 818(f)(2) of and warrants that only responsibility to components/devices Pub. L. 112- new and authentic comply with all only, the following 81).. The materials are used in Contract certification applies: term products required to requirements, Certification of ‘‘Electronic be delivered to BAE including the Origin of Product: Part’’ SYSTEMS and that representations and Acceptance of this includes any the Work delivered warranties in this Contract constitutes embedded contains no provision. confirmation by the software or Counterfeit Parts. No c) SELLER shall SELLER that it is the firmware. other material, part, maintain a Original Equipment or component other documented system Manufacturer than a new and vi. “ Original (policy, procedure, or (OEM)/Original authentic part shall be Component other documented Component used unless approved Manufacturer approach) that Manufacturer (OCM), in advance in writing ” (OCM) is provides for prior or a franchised or by the BAE an notification to the authorized distributor SYSTEMS organization BAE SYSTEMS of the OEM/OCM for Procurement that designs Procurement the product herein Representative. To and/or Representative and procured. SELLER further mitigate the engineers a his/her written further warrants that possibility of the part and is approval before OEM/OCM inadvertent use of pursuing or parts/components are acquisition Counterfeit Parts, has obtained procured from documentation that SELLER shall only the sources other than authenticates purchase authentic intellectual OEMs/OCMs or traceability of the parts/components property through the components to that directly from the rights to that OEM’s/OCM’s applicable OEMs/OCMs or part. authorized OEM/OCM is through the distribution chain. available upon OEM’s/OCM’s SELLER shall request. If the vii. “ Original authorized provide copies of SELLER is not the Equipment distribution chain. such documentation OEM/OCM or a Manufacturer SELLER must make for its system for franchised or ” (OEM) is available to BAE BAE SYSTEMS’ authorized distributor, an SYSTEMS, at BAE inspection upon BAE the SELLER confirms organization SYSTEMS’ request, SYSTEMS’ request. by acceptance of this that designs, OEM/OCM SELLER’s system Contract that it has manufactures documentation that shall be consistent been authorized in and/or authenticates with applicable writing by BAE engineers an traceability of the industry standards, SYSTEMS to act on end product components to that AS5553 as minimum, BAE SYSTEMS comprised of applicable for the detection and behalf to procure various parts OEM/OCM. avoidance of from the OCM or a and is Purchase of Counterfeit Electronic franchised or pursuing or parts/components Parts and Suspect authorized distributor has obtained from Independent Counterfeit Electronic of the OEM/OCM. the Distributors is not Parts, including The SELLER further intellectual authorized unless first policies and warrants that property approved in writing procedures for OEM/OCM rights to that by BAE SYSTEMS training personnel, acquisition Procurement end product. designing and traceability Representative. maintaining systems documentation is SELLER must USGOVCOST (3/16) 15 accurate and available all Work is to be months prior to any action withhold in its sole to BAE SYSTEMS packed in accordance to discontinue any item discretion, SELLER upon BAE with good commercial purchased under this shall not incorporate SYSTEMS’ request practice. Contract. any Open Source and is retained as a Software, including quality record in b) A complete 29. WARRANT any source code accordance with the governed by an Open packing list shall be Y “Maintenance of Source license, into enclosed with all Records” provision Work to be performed shipments. SELLER a) SELLER and/or delivered contained herein. shall mark containers warrants that it is and under this Contract. e) SELLER shall flow or packages with shall remain free of Before BAE the requirements of necessary lifting, any obligation or SYSTEMS will this provision to its loading, and shipping restriction which consider providing subcontractors and information, would interfere or be written approval for suppliers at any tier including the BAE inconsistent with or the incorporation of for the performance SYSTEMS Contract present a conflict of such Open Source of this Contract. number, item number, interest concerning Software, SELLER f) Notifications: Should dates of shipment, the Work to be shall first identify all SELLER become and the names and furnished by SELLER Open Source aware of a Counterfeit addresses of under this Contract. Software proposed to Part or Suspect consignor and be incorporated into Counterfeit Part that, consignee. Bills of Work to be performed by any means, has lading shall include b) SELLER and/or delivered been delivered to this Contract number. warrants that it will under this Contract, BAE SYSTEMS, or perform the Work including a complete acquired for this under this Contract c) Unless source code listing of Contract whether or with the degree of otherwise specified, the Software not delivered to BAE professional skill and delivery shall be FOB comprising the Work SYSTEMS. SELLER sound practices and Destination. with a description of shall notify BAE judgment that is the operation of the SYSTEMS as soon as normally exercised by Software in English possible but not later d) Work shall recognized and machine-readable than 7 days of not be supplied in professional firms form, together with discovery.. SELLER excess of quantities with respect to copies of any license will verify receipt of specified in this services of a similar agreements required this notification by Contract. SELLER nature. to be accepted. BAE SYSTEMS. shall be liable for This requirement will handling charges and c) Any implied survive this Contract. return shipment costs b) Commercial warranty of g) SELLER shall be for any excess Computer Software: merchantability and liable for cost of quantities. As used in this fitness for a particular Counterfeit Parts and paragraph, “Restricted purpose is hereby Suspect Counterfeit Software” means 28. PARTS disclaimed. Parts and the cost of Software that has OBSOLESCENCE rework or corrective been developed at action that may be 30. SUSTAINA private expense and required to remedy “Obsolete Electronic Part” BLE either is a trade secret, the use or inclusion of means an electronic part DEVELOPMENT is commercial or such parts. that is no longer in financial and production by the original BAE SYSTEMS operates a confidential or h) SELLER shall manufacturer or an Sustainable Development privileged, or is quarantine Suspect aftermarket manufacturer Policy. The details of our published and Counterfeit Electronic that has been provided Sustainable Development copyrighted, and so Parts and Counterfeit express written Policy can be found at marked when Electronic Parts, and authorization from the (http://www.baesystems.co delivered or otherwise make them available current design activity or m/en/search? furnished. for investigation by original manufacturer. searchQuery=sustainable+d appropriate evelopment). We expect Notwithstanding any government SUPPLIER shall take and encourage all our provisions to the authorities. Suspect appropriate actions to suppliers to embrace contrary contained in Counterfeit Electronic mitigate Electronic Parts similar standards to our any SELLER’s Parts and Counterfeit obsolescence in order to own and will work with standard commercial Electronic Parts shall maximize the availability them to share best practice license or lease not be returned to the and use of authentic, and stimulate improved agreement, SELLER supply chain unless originally designed, and performance where needed. agrees that the and until such time qualified Electronic Parts Restricted Software throughout the product’s that the parts are 31. SOFTWAR delivered under this determined to be lifecycle. Contract shall provide E authentic. the following rights to BAE SYSTEMS may BAE SYSTEMS and desire to place additional a) Open Source 27. PACKING the U.S. Government. orders for items purchased Software: Without AND SHIPMENT hereunder. SELLER shall the prior written provide BAE SYSTEMS approval of BAE a) Unless with a “Last Time Buy SYSTEMS, which otherwise specified, Notice” at least twelve (12) BAE SYSTEMS may USGOVCOST (3/16) 16 The Restricted set forth in EMPLOYEES, AGENTS, Without additional Software may be: this Contract; SUPPLIERS, OR charge, SELLER shall and SUBCONTRACTORS AT manage, maintain, i. Used or ANY TIER, RELATED preserve, and insure TO OR AS PART OF THE Furnished Property copied for vi. Used or EXECUTION OF WORK and/or Acquired use in or with copied for TO BE PERFORMED OR Property in the computer use in or OTHERWISE IN THE accordance with good or computers transferred to PERFORMANCE OF commercial practice. for which it a replacement ANY OF ITS In the event of such was acquired, computer. OBLIGATIONS UNDER loss or damage, including use THIS CONTRACT. SELLER shall at any U.S. c) Release from immediately replace, Government liability. SELLER reimburse, repair, installation to 33. FURNISHE agrees that the U.S. and/or provide which such D PROPERTY Government and BAE consideration to BAE computer or SYSTEMS, and other SYSTEMS for such computers persons to whom the a) BAE loss or damage as may be U.S. Government or SYSTEMS may BAE SYSTEMS may transferred; BAE SYSTEMS may provide to SELLER require, at its sole have released or property owned by option. ii. Used or disclosed Restricted either BAE copied for Software delivered or SYSTEMS or its d) All Furnished use in or with otherwise furnished Customer (Furnished Property and/or a backup under this Contract, Property), or require Acquired Property computer if shall have no liability SELLER to acquire associated with Work any computer for any release or property to be used under this Contract for which it disclosure of such specifically for Work shall be received, was acquired Restricted Software under this Contract inspected, is that are not marked to (Acquired Property). inventoried, inoperative; indicate that such Unless previously processed, and Restricted Software authorized in writing reported as required are licensed data by the BAE iii. Reproduced by FAR part 45. At subject to use, SYSTEMS for BAE SYSTEMS’ modification, Procurement safekeeping request, and/or upon reproduction, release, Representative, (archives) or completion of this performance, display, Furnished Property backup Contract SELLER or disclosure and/or Acquired purposes; shall submit, in an restrictions. Property shall be used acceptable form, only for the inventory lists of iv. Modified, performance of this Section 1D: Liability Furnished Property adapted, or Contract. and and/or Acquired combined Indemnification Property and shall with other b) Title to deliver or make such Software, Furnished Property other disposal as may provided that 32. INDEMNIFI and/or Acquired be directed by BAE the modified, CATION Property shall remain SYSTEMS. combined, or in BAE SYSTEMS or adapted SELLER SHALL its Customer as portions of INDEMNIFY, HOLD e) The applicable. SELLER the derivative HARMLESS AND, AT Government Property shall clearly mark (if software BAE SYSTEMS’ clause (52.245-1) not so marked) all incorporating ELECTION, DEFEND contained in the Furnished Property any of the BAE SYSTEMS, ITS Federal Acquisition and/or Acquired delivered, DIRECTORS, OFFICERS, Regulation shall Property to show its Restricted EMPLOYEES, AND apply in lieu of ownership. Software AGENTS FROM AND subparagraphs (a) (b) shall be AGAINST ALL LOSSES, and (d) above with subject to COSTS, CLAIMS, c) The respect to same PENALTIES, CAUSES OF Furnished Property Government- restrictions ACTION, DAMAGES, shall be supplied in furnished property, or set forth in LIABILITIES, FEES, “as-is” condition property to which the this Contract; AND EXPENSES, unless otherwise set Government may take INCLUDING, BUT NOT forth in this Contract. title under this v. Disclosed to LIMITED TO, Except for reasonable Contract. REASONABLE wear and tear, and ATTORNEYS’ FEES, SELLER shall be reproduced 34. I ALL EXPENSES OF responsible for, and for use by NTELL LITIGATION AND/OR shall promptly notify support ECTUA SETTLEMENT, AND BAE SYSTEMS of, service L COURT COSTS, any loss or damage to contractors or PROPE ARISING FROM OR Furnished Property their RTY RELATED TO ANY ACT and/or Acquired subcontractor OR OMISSION OF Property while in s, subject to SELLER, ITS SELLER’s care, a) SELLER the same DIRECTORS, OFFICERS, custody, or control. warrants that the restrictions USGOVCOST (3/16) 17 Work performed and business information SYSTEMS may part of this delivered under this and other information, ignore, or at contract in Contract will not conceived, developed, SELLER’S expense any of the infringe or otherwise generated or delivered remove or modify, as following violate the intellectual in performance of this appropriate, any such circumstance property rights of any Contract. SELLER Nonconforming s: third party in the shall provide all Markings as may be United States or any assistance reasonably on such deliverables a.If foreign country and is required and execute and SELLER shall SELLER free and clear of all all documents not have any recourse fails to liens, licenses, claims, necessary to perfect nor shall BAE deliver the and encumbrances. the rights granted to SYSTEMS incur any goods or BAE SYSTEMS liability for any such to perform herein. To enable removal or b) If an the SELLER to comply modification. injunction is obtained services with the foregoing, against BAE required SELLER shall ensure SYSTEMS’ use of the 35. TERMINAT by this that each of its Work or a portion ION contract personnel, workers, thereof as a result of within the representatives, infringement or time agents and a) Termination misappropriation of specified subcontractors for Convenience the intellectual herein, or providing services property of any third any under this Contract, party, SELLER shall i. BAE SYSTEMS may terminate this extension assign sufficient either (i) procure for contract for its convenience in thereof rights they have in all BAE SYSTEMS and whole or, from time to time, in part granted by inventions, works for Customer the right to if BAE SYSTEMS’ Procurement BAE hire, project results, continue using the Representative determines that a SYSTEM and the like, to Work or (ii) replace termination is in BAE SYSTEMS’ S in SELLER. or modify the Work best interest. BAE SYSTEMS’ writing; so it becomes non- Procurement Representative shall d) SELLER infringing. The effect such termination by b. If indemnity and hold agrees that any delivering to SELLER a notice of SELLER harmless provision of technical data or termination specifying the extent of fails to this Contract shall not computer software termination and the effective date. perform be considered an furnished to BAE Any such termination shall be in any allowable cost under SYSTEMS as a accordance with the procedure set material any provisions of this required deliverable forth in the clause entitled provision Contract except with under this Contract Termination - Cost Reimbursement of this regard to allowable shall be free from set forth in FAR 52.249-6, (May contract or insurance costs. confidential, 2004) which clause is incorporated so fails to proprietary or herein by this reference. make restrictive markings Furthermore, “Government” means c) SELLER progress as (“Nonconforming “BAE SYSTEMS and the grants and agrees that to Markings”) that are Government” and “Contracting BAE SYSTEMS shall endanger either (i) not Officer” means “BAE SYSTEMS have a nonexclusive, performan expressly permitted or the “Contracting Officer.” (In worldwide, sub- ce of this by applicable FAR, paragraph (c) “120 days” is changed licensable, contract, DFARS or NASA Far to “60 days.” In paragraph (d) “15 irrevocable, paid-up, and if in supplement clauses days” is changed to “30 days,” and royalty-free license either of incorporated herein or “45 days” is changed to “60 days.” and right, to enable these two (ii) are violative in In paragraph (e) “1 year” is changed BAE SYSTEMS to circumstan rights in ownership of to “6 months.” In paragraph (l) “90 satisfy its contractual ces, any technical data or days” is changed to “45 days.” ) ). obligations to its SELLER computer software Settlements and payments under Customer, to make, does not owned by BAE this clause may be subject to the have made, sell, offer cure such SYSTEMS. On approval of the Contracting Officer. for sale, use, execute, failure behalf of itself or its In the event that BAE SYSTEMS reproduce, display, within a customer, BAE terminates this Contract pursuant to perform, publish, period of SYSTEMS will notify Government direction, SELLER’s distribute, copy, eight (8) SELLER, in writing, recovery of termination costs shall prepare derivatives or days after of any be limited to the extent that BAE compilations, and receipt of Nonconforming SYSTEMS is able to recover such authorize others to do written Markings and costs from the Government. any, some or all of the notice SELLER will remove foregoing, with from BAE such Nonconforming respect to any and all, b) Termination SYSTEM Markings and inventions, for Default S resubmit within sixty discoveries, specifying (60) days after such improvements, such notification. If i. BAE technology, designs, failure; SELLER fails to SYSTEMS works of authorship, remove or correct may, by mask works, patents, such Nonconforming written c.If copyrights, technical Markings within sixty notice, SELLER information, data, (60) days after such terminate the fails to databases, Software, notification, BAE whole or any deliver USGOVCOST (3/16) 18 goods or considers the “Disputes/ to perform appropriate, assignmen Jury services goods or t to BAE Waiver” required or services SYSTEM provision fails to similar to S of in this perform those SELLER’s document. any terminated, subcontrac BAE material and SELLER ts. SYSTEM provision will be liable SELLER S may of other to BAE shall withhold contracts SYSTEMS protect and from issued by for any preserve SELLER BAE excess costs property in moneys SYSTEM for those possession otherwise S and such goods or of due default services. SELLER SELLER causes However, in which for BAE SELLER BAE completed SYSTEM shall continue SYSTEM goods S to the work not S has an and/or terminate terminated. interest. manufactu those other ring contracts; iii. BAE c.Payment materials in such SYSTEMS for amounts as d. S may require completed BAE ELLER SELLER to goods SYSTEM files or transfer title delivered S declares and deliver to to and determines bankruptcy BAE accepted necessary ; or SYSTEMS in by BAE to protect the manner SYSTEM e.In the BAE and to the S shall be event of SYSTEM extent at the suspension S against directed by contract of loss due to BAE price. SELLER’ outstandin SYSTEMS Payment S business, g liens or for – for insolvency claims manufactu , against red liquidation a.Any said goods materials proceeding completed or for any delivered s by or goods, and amounts to and against otherwise accepted SELLER, due from b. Su by BAE appointme buyer to ch SYSTEM nt of a SELLER. partially S, and for trustee or completed the receiver goods and protection for such and SELLER’s materials, preservatio property or parts, n of business, tools, dies, property, or any jigs, shall be at assignmen fixtures, a price t, plans, determined reorganizat drawings, in the ion or informatio same arrangeme n, and manner as nt by contract provided SELLER rights, in the for the (hereinafte Terminatio benefit of r called n for creditors. manufactu Convenien ring ce ii. If BAE materials) subparagra SYSTEMS as ph hereof terminates SELLER except that this contract has SELLER in whole or in produced shall not part, it may or be entitled acquire, acquired to profit. under the for the Failure to terms and in performan agree will the manner ce of this be a BAE contract, dispute SYSTEMS including under the USGOVCOST (3/16) 19 d. Ex negligence Contract, then SELLER Provisions for of either, and its subcontractors cept for Foreign SELLER shall procure and defaults of Subcontracts/Pu shall not maintain worker’s subcontrac rchase Orders be liable compensation (with a tors at any for any waiver of subrogation in tier, excess favor of BAE 37. RESERVED SELLER costs for SYSTEMS), automobile shall not failure to liability, comprehensive be liable 38. FOREIGN perform, general liability (bodily for any CORRUPT unless the injury and property excess PRACTICES subcontrac damage) insurance in costs if the PROHIBITION ted goods amounts reasonably failure to or services acceptable to BAE perform were SYSTEMS, and such a) By accepting the obtainable other insurance as BAE this Contract, contract is from other SYSTEMS may SELLER certifies and due to sources in reasonably require. With represents that it has fires, sufficient respect to any injury, not made or solicited floods, time for including, but not and will not make or strikes, SELLER limited to, death, to solicit any offer, lockouts, to meet the employees of SELLER payment, promise to epidemics, required or SELLER’s agents, pay, or authorization accidents, delivery subcontractors or to pay any money, industry- schedule. suppliers, SELLER’s gift, or anything of wide obligation to indemnify value to any shortages, and defend in governmental official or other f. If after accordance with this or any political party, causes notice of paragraph shall apply party official or beyond the terminatio regardless of cause. candidate, either reasonable n for SELLER shall provide directly or through an control of default, it to the BAE SYSTEMS intermediary, the parties, is Procurement corruptly for the which determined Representative thirty purpose of prevent for any (30) days advance influencing any SELLER reason that written notice prior to official act, omission, from SELLER the effective date of any or exercise of performin was not in cancellation or change in influence by the g its default, or the term or coverage of recipient, to assist obligations that the any of SELLER’s BAE SYSTEMS or hereunder. default required insurance, SELLER in obtaining In each was provided however such or retaining business. instance, excusable, notice shall not relieve the failure the rights SELLER of its to perform and b) SELLER obligations to procure must be obligations shall ensure that all and maintain the beyond the of the lower tier required insurance. If control parties subcontracts include requested, SELLER and shall be this provision. shall send a “Certificate without the same of Insurance” showing the fault or as if the SELLER’s compliance 39. LANGUAG negligence notice of with these requirements. E AND of terminatio SELLER shall name STANDARDS SELLER. n had been BAE SYSTEMS as an issued for additional insured for the All reports, convenien e.If the duration of this Contract. correspondence, drawings, ce failure to Property and notices, marking, pursuant to perform is Contractor’s Equipment documentation, and other the caused by Insurance maintained communications shall be in Terminatio the default pursuant to this the English language. In the n for of a paragraph shall be event of any inconsistency Convenien subcontrac considered primary as with any translation into ce tor at any respects the interest of another language, the subparagra tier, and if BAE SYSTEMS and is American Standard English ph hereof. the cause not contributory with meaning of this Contract of the any insurance that BAE shall prevail. Unless default is 36. INSURANC SYSTEMS may carry. otherwise provided in beyond the E “Subcontractor” as used writing, all documentation control of in this subparagraph and Work shall employ the both In the event that shall include SELLER’s units of United States SELLER SELLER, its employees, subcontractors at any standard weights and and the agents, or subcontractors tier. measures as published by subcontrac enter the site(s) of BAE the United States National tor, and SYSTEMS or its SECTION II: Institute of Standards and without Customer for any reason Additional Technology. the fault or in connection with this General USGOVCOST (3/16) 20 40. PACKING/S Tariff ue a.i.c. Fo Schedule of HIPMENT/IMPOR r items number(s) oth TER OF RECORD returned (HTS# to the er (Replace “Packing for repair 8th or 10th assi and Shipment” and digit) for all sts provision in Section reshipment items pro I) : SELLER shipped; vid shall ed a.iii. Total declare a) This provision applies at valuation of repair if this Contract no the shipment: value also involves importation cost noting the of Work into the to original United States. a.i.a. Fo SE value of r initial LL repaired shipment ER b) Unless otherwise items against (e.g specified, delivery this . a.iv. Part shall be Carriage and Contract: BA number(s) Insurance Paid (CIP) SELLER E a.v. BAE SYSTEMS’ shall SY Description(s facility, in accordance declare ST ) – Complete with INCOTERMS unit price EM and detailed, 2010. The minimum and S must be in insurance shall cover extended pro English. see the price provided in price on vid 19 CFR §§ this Contract plus ten each line ed 141.86 (3) percent (i.e. 110%) of the tool and (11)(d)] and shall be provided shipped ing, in the currency of this Work, plus mat a.vi. Quantity per Contact. if eria line item applicable l, a.vii. Total value c) When BAE test of shipment equ SYSTEMS is 1) T listed in ipm importer of record, otal relevant ent, SELLER warrants val currency (i.e., etc. that all sales ue US, Euro, req hereunder are or will of etc.) uire be made at not less line d a.viii. Country of than fair value under ite for origin the United States ms the Anti-Dumping Laws on a.ix. Terms of Sale ma (19 U. S.C. Sec. 1673 this nuf a.x. Invoice et seq.). Con actu should also trac re identify d) Bills of Lading shall t of Shipper, if for include: the shipped by a oth a.i. This Contract deli third party er ver the shipper number; tha able and SELLER, a.ii. Applicable n har and BAE deli Harmonized dwa SYSTEMS as ver Tariff re) the sold to able Schedule party (in case har number(s) of drop dwa a.i.b. Fo (HTS# to the shipment to th th re r 8 or 10 third party, (e.g subsequent digit) for all that party is . shipments items the “shipped eng against shipped; and to” and BAE inee this a.iii. Marks and SYSTEMS is ring Contract: still identified number as , SELLER as “sold to”). specified in tool shall the Contract ing, declare spe unit price e) Commercial cial and Shipping Invoice pac extended shall include, kag price on pursuant to 19 CFR ing) each line §§ 141.86 to 141.89: and of the /or shipped a.i. This Contract Work number; 2) T he a.ii. Applicable val Harmonized USGOVCOST (3/16) 21 f) Packing: conforming delivery a copy of the to this address Commercial invoice international a.i.i. Th and packing list a.i. Unless standard will required by this e packing otherwise be returned to provision and such slip shall specified, all the shipper other information as be put Work is to be by U.S. BAE SYSTEMS may inside the packed in Customs and reasonably request. package accordance Border and a copy with good Protection. affixed to h.i) SELLER commercial Expenses the outside shall forward copies practice related to of the of its shipping designed to non- package documents via email protect the conformance or facsimile, to integrity of with this Import/Traffic the shipped requirement v. SELLER department identified contents and attendant shall mark in the International consistent delay and containers or Routing Instructions with disruption to packages provided with this international BAE with Contract so that BAE shipping SYSTEMS necessary SYSTEMS may practices. will be lifting, facilitate Customs charged back loading, and clearance. These to the shipping a.ii. Wooden documents shall SELLER. information, Packaging include: including the from BAE International a.iv. A complete SYSTEMS g.i. Commercial Suppliers: packing list Contract Shipping Wooden shall be number, item Invoice packaging prepared in number, dates from accordance g.ii. Any of shipment, SELLER with 19CFR applicable and the must conform § 141.86 (11) Free Trade names and to (e), enclosed Agreement or addresses of INTERNATI with all Special Trade consignor ONAL shipments, Program and STANDARD and include Certifications consignee. S FOR the /Statements, PHYTOSAN following: examples ITARY g) If elsewhere in this include MEASURES a.i.a. B Contract BAE NAFTA and ISPM 15 SYSTEMS is not IFTA AE REGULATI indicated as importer certificates of SYSTEM ON OF of record, then origin. S purchase WOOD SELLER agrees that: order/contr g.iii. If using PACKAGIN act number Ocean G g.i.i. BAE SYSTEMS shall not be a party Transport: MATERIAL a.i.b. Pa to the importation of Work, the Ocean ISF IN rt number transaction(s) represented by this details INTERNATI a.i.c. D Contract will be consummated after according to ONAL escription importation, and SELLER will Customs TRADE of shipped neither cause nor permit BAE Publication, (2009) items SYSTEMS’ name to be shown as dated August revised Aug “Importer of Record” on any 2009 – 2011. a.i.d. Q Customs declaration; and Importer Additional uantity per Security information line item Filing and on this g.i.ii. Upon request and where applicable, a.i.e. Th Additional requirement SELLER will provide to BAE e box Carrier can be found SYSTEMS and United States number Requirements at the Customs and Border Protection that each (10+2) following (CBP) Form 7501 entitled “Entry line item is site: Summary” properly executed. g.iv. For Articles in returned to a.i.f. To http://www.a h) SELLER shall BAE tal number SYSTEMS phis.usda.gov provide to BAE of boxes in after repair, /import_expo SYSTEMS shipment SELLER rt/plants/plant Procurement shall include _imports/woo a.i.g. Di Representative, in a Foreign d_packaging_ mensions writing, five business Repairer materials.sht of days advance Certificate ml shipment notification of attesting to shipments. Such a.i.h. Fi the work Shipments notification shall a.iii. nal performed include submission of not abroad in USGOVCOST (3/16) 22 accordance vi. Articles b) Each d) Unless with 19 CFR being payment made shall otherwise specified, § 10.8. returned with be subject to prices include all a Department reduction to the extent applicable federal, of State j) For Articles of amounts which are state, local and license, returned to BAE found by BAE foreign taxes. All SELLER is SYSTEMS after SYSTEMS not to duties, taxes, and required to repair; have been properly other official charges indicate the payable and shall also as well as the costs of license i. SELLER be subject to carrying out customs number on shall include reduction for formalities shall be the a Foreign overpayments. payable in accordance commercial Repairer with the Incoterm invoice. Certificate called out in this vii. Article being c) Payment attesting to Contract. Each of the returned shall be deemed to the work foregoing shall be under any have been made as of performed listed separately on ITAR the date of mailing abroad in the invoice. exemption BAE SYSTEMS’ accordance citation, payment or electronic with 19 CFR SELLER is funds transfer. e) The prices § 10.8. required to stated in this Contract ii. Seller should include the are firm, fixed prices reference the exemption on in United States return the dollars. instructions commercial as provided invoice. BAE f) SELLER will viii. SELLER is SYSTEMS provide BAE required to SYSTEMS with a g.i.iii. SELLER is required to site 48 CFR current W-8 form include a commercial 252.225 (Certificate of Foreign invoice stating the -7013 (e) (2) Status). In reason for RETURN. (iv) (A) For accordance with IRS Products being returned any Duty regulations, if to BAE SYSTEMS after Free Entries SELLER fails to repair must include the against a US provide a complete hardware value from the Prime and proper W-8 Form, original sale of the item. Contract. BAE SYSTEMS is g.i. required to subject iii. 41. PAYMENTS payments to Backup , TAXES, AND Withholding. a.i. DUTIES (Replace 1.a. “Payments, Taxes and Duties provision Exa in Section I) mple : “Ori a) Unless ginal otherwise provided, hard terms of payment ware shall be net forty-five for (45) days from the Cust latest of the oms following: (i) BAE purp SYSTEMS' receipt of oses SELLER's accurate only: invoice in accordance __” with proper invoicing iv. Seller must instructions as include the identified on the PO cost of the or other master-type repair as a agreement; (ii) separate line scheduled delivery item on the date of the Work; or commercial (iii) actual delivery of invoice. the Work. BAE v. For repair SYSTEMS shall have work done a right of setoff under against payments due warranty, the or at issue under this SELLER is Contract or any other required to contract between include the BAE SYSTEMS and estimated SELLER. cost of repair.
USGOVCOST (3/16) 23