TERMS AND CONDITIONS 1. GOVERNMENT RELATIONSHIP 4. SOLICITATION AND AWARD CLAUSES – SPECIAL DEFINITIONS This Order is made by Leidos Biomedical Research, Inc., a Subsidiary of Leidos, Inc. under its contract with the FAR clauses included in this Order, including any National Cancer Institute (NCI). The provisions and solicitation document, shall be interpreted as follows: clauses contained herein are influenced by and reflect the relationship of the parties in that contract, which was Unless a purposeful distinction is made clear and the awarded and is administered under the provision of the context of the clause requires retention of the original Federal Acquisition Regulation (FAR). There is no privity definition, the term “Contractor” shall mean Seller, the of contract between the Seller and the Government. term “Contract” shall mean this Order, the term “Subcontractor” shall mean subcontractors of Seller at 2. GENERAL RELATIONSHIP any tier, and the terms “Government”, “Contracting Officer” and equivalent phrases shall mean Leidos The Seller is not an employee of Leidos Biomedical Biomedical Research, Inc. and Leidos Biomedical Research, Inc. for any purpose whatsoever. Seller agrees Research, Inc.’s Contracting Officer, respectively. It is that in all matters relating to this Order it shall be acting as intended that the referenced clauses shall apply to Seller an independent contractor and shall assume and pay all in such manner as is necessary to reflect the position of liabilities and perform all obligations imposed with respect Seller as a contractor to Leidos Biomedical Research, Inc. to the performance of this Order. Seller shall have no to insure Seller’s obligations to Leidos Biomedical right, power or authority to create any obligation, Research, Inc. and to the United States Government, and expressed or implied, on behalf of Buyer and/or Buyer’s to enable Leidos Biomedical Research, Inc. to meet its customers and shall have no authority to represent Buyer obligations under its Prime Contract. as an agent. Full text of the referenced clauses may be found in the 3. DEFINITIONS FAR (Code of Federal Regulation [CFR] Title 48), obtainable from the Superintendent of Documents, Buyer – Leidos Biomedical Research, Inc. Government Printing Office (GPO), Washington, DC Seller – The party, contractor or subcontractor, receiving 20402 or online at https://acquisition.gov/. the award from Leidos Biomedical Research, Inc. Copies of the clauses will be furnished by the Contracting Prime Contract − The Government contract under which Officer upon request. this Order is issued (see paragraph 1 entitled 5. ENTIRE AGREEMENT "Government Relationship"). This Order, including all attachments and/or documents NCI Government Contracting Officer −The NCI person incorporated by reference by Buyer, shall constitute the with the authority to interpret, modify, administer, and/or entire agreement between Buyer and Seller. No other otherwise make decisions with regard to the Prime document (including Seller’s proposal, quotation or Contract". This term includes authorized representatives acknowledgement forms, etc.) shall be a part of this of the NCI Contracting Officer within their delegated Order, even if referred to, unless specifically agreed to in authority. writing by Buyer. No right that Buyer has regarding this Order may be waived or modified except in writing by Contracting Officer – The Leidos Biomedical Research, Buyer. Inc. person with the authority to enter into and administer Orders. The term includes authorized representatives of 6. ACCEPTANCE AND MODIFICATION OF TERMS the Contracting Officer acting within their delegated authority. Acceptance of this Order by Seller may be made by signing the acknowledgement copy hereof or by partial Order – The contractual agreement between Leidos performance hereunder, and any such acceptance shall Biomedical Research, Inc. and the Seller. constitute an unqualified agreement to all terms and Frederick National Laboratory for Cancer Research conditions set forth herein unless otherwise modified in (FNLCR) – the Facility operated by Leidos Biomedical writing by the parties. Any additions, deletions or Research, Inc. differences in the terms proposed by Seller are objected to and hereby rejected, unless Buyer agrees otherwise in Special Definitions – See paragraph 4 for the special writing. No additional or different terms and conditions definitions that apply in the use of the solicitation and proposed by the Seller in accepting this Order shall be award clauses of this Order. binding upon Buyer unless accepted in writing by Buyer Rev. 3 May 21, 2019 (PUR 36) and no other addition, alteration or modification to, and no other technical or proprietary information furnished, waiver of any of the provisions herein contained shall be loaned or bailed by Buyer hereunder (hereinafter valid unless made in writing and executed by Buyer and collectively referred to as items/information), and will use Seller. Seller shall perform in accordance with the such items/information only in the performance of this Description/Quantity schedule set forth in this Order and Order or if authorized, other orders from Buyer, and all attachments thereto. otherwise without Buyer’s written consent. All such items furnished, loaned or bailed by Buyer 7. LEGAL CONSTRUCTION AND hereunder, or fabricated, manufactured, purchased, or INTERPRETATIONS otherwise acquired by Seller for the performance of this This Order shall be governed by and interpreted in Order and specifically charged to Buyer, are the property accordance with the principles of Federal Contract Law, of Buyer. and to the extent that Federal Contract Law is not Upon completion, expiration or termination of this Order, dispositive, and the state law becomes applicable, the law Seller shall return all such items in good condition, of the State of Maryland shall apply. reasonable wear only excepted, together with all spoiled 8. COMPLIANCE WITH LAWS AND REGULATIONS and surplus items to Buyer, or make such other disposition thereof as may be directed or approved by Seller shall submit all certifications required by Buyer Buyer. Seller agrees to replace, at its expense, all such under this Order and shall at all times, at its own expense, items not so returned. Seller shall make no charge for any comply with all applicable Federal, State and local laws, storage, maintenance or retention of such items. Seller ordinances, administrative orders, rules or regulations. shall bear all risk of loss for all such items in Seller’s possession. When applicable, if the vendor is receiving third party proprietary materials and/or information, then the FAR Seller also agrees to use any designs or data contained 52.227-11, Patent Rights (Deviated) and FAR 52.227-17 or embodied in such items in accordance with any will apply to any intellectual property or data developed restrictive legends placed on such items by Buyer or any by the vendor. The vendor agrees to promptly assign all third party. If Buyer furnishes any material, for fabrication rights, title and interest in the resulting intellectual hereunder, Seller agrees: (i) not to substitute any other property to the NIH. A copy of the full text to these material for such fabrication with Buyer’s prior written clauses is included at consent, and (ii) that title to such material shall not be https://www.acquisition.gov/sites/default/files/current/far/ affected by incorporation in or attachment to any other html/52_227.html. property. 9. GIFTS 12. NOTICE OF DELAY Seller shall not make or offer a gratuity or gift of any kind Seller agrees to immediately notify Buyer in writing of any to Buyer’s employees or their families. Seller should note actual or potential delay in Sellers performance under that the providing of gifts or attempting to provide gifts this Order. Such notice shall, at a minimum, describe the under government subcontracts might be a violation of the cause, effect, duration and corrective action proposed by Anti-Kickback Act of 1986 (4 U.S.C. 51-58). Seller to address the problem. Seller shall give prompt written notice to Buyer of all changes to such conditions. 10. MARYLAND SALES AND USE TAX 13. CHANGES AND SUSPENSION The State of Maryland has issued Direct Payment Permit Buyer may, by written notice to Seller at any time, make #3, effective date August 29, 1996, to Buyer that will be changes within the general scope of this Order in any issued to vendors for purchases of goods and services. A one or more of the following: (a) drawings, designs or copy of this Permit is available to vendors upon request. specifications; (b) quantity; (c) time or place of delivery; As a holder of a Direct Payment Permit, Leidos Biomedical (d) method of shipment or packing; and (e) the quantity of Research, Inc. is authorized to make direct payment of Buyer furnished property. Buyer may, for any reason, sales and use tax to the State of Maryland. direct Seller to suspend, in whole or in part, delivery of Accordingly, sellers that provide goods and services to goods or performance of services hereunder for such Leidos Biomedical Research, Inc. are relieved from period of time as may be determined by Buyer in its sole collecting sales tax from Leidos Biomedical Research, discretion. If any such change or suspension causes a Inc. Therefore, sellers to Leidos Biomedical Research, material increase or decrease in the cost of, or the time Inc. shall not place a separate line item for tax on any required for the performance of any part of the work invoice sent to Leidos Biomedical Research, Inc. Please under this Order, an equitable adjustment shall be made note that the Permit is not to be used by sellers to make in the Order price or delivery schedule, or both, provided purchases free of sales tax, nor shall the Permit be Seller shall have notified Buyer in writing of any claim for transferred or assigned. such adjustment within twenty (20) days from the date of notification of the change or suspension from Buyer.