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SECTION II: Additional Provisions for Foreign Subcontracts/Purchase Orders BAEDOC NONUSGOV 38. Foreign Corrupt Practices Prohibition GENERAL PROVISIONS FOR COMMERCIAL 39. Language and Standards SUBCONTRACTS/PURCHASE ORDERS 40. Packing/Shipments/Importer of Record (replace Provision 27 in Section I)

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

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