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ELECTRIC BOAT CORPORATIONTERMS AND CONDITIONS

No. EB-O-VIII Rev 1 (May 2012)

EB-O-VIII Rev 1 (May 2012)Electric Boat Corporation75 Eastern Point RoadGroton, CT 06340

This purchase order is a subcontract under Buyer’s prime contract with the U.S. Government. Unless specifically stated otherwise in writing in this Purchase Order, it neither establishes nor intends to establish any privity of contract between Seller (or any other entity) and the U.S. Government nor does it bind or purport to bind the United States Government, its officers, representatives, employees, or agents. Access to technical data and equipment (e.g., “defense articles”, “defense services”, etc.) is subject to U.S. export controls and must be strictly controlled to preclude unauthorized disclosure.

ALL TECHNICAL DATA, DRAWINGS, ETC. ARE TO BE PROVIDED WITH UNLIMITED RIGHTS, UNLESS OTHERWISE APPROVED IN WRITING BY EB. (Refer to Special Provisions herein.)

Non-Incorporation of Seller’s Information - Seller shall not incorporate any patented, proprietary, business sensitive, or limited rights information, technical data, process, hardware, or software into any item proposed to be designed, modified, manufactured, produced, or delivered under this Purchase Order without notifying Buyer in advance and requesting and receiving Buyer’s prior written concurrence to do so. (Refer to Clause 59.)

EB-O-VIII REVISIONS

5/11/12 1 of 68 Supersedes Prior Rev 0 dated 7/13/11 NOT APPROVED FOR PUBLIC RELEASE




REVISION DATEClause No(s).

+0

EB-O-VIII Rev 0 (July 2011)

7/13/11 Basic Issue

EB-O-VIII Rev 1 (May 2012)

5/11/12 6

4, 8, 44, 208, 210, 211, 212,

213

10, 17, 18, 66,

Updated IMEX Clause

Implement OPNAVINST Related to NNPI





Part III, 409, 414, 416

Minor Edits

TABLES OF CONTENTS(Topic Summary of Sections)

Note: The following Tables of Contents are provided for convenience only to facilitate reference and shall not be construed to limit in any way the scope, applicability, or interpretation of any provision or clause of this subcontract/letter contract/purchase order. Neither is this Table of Contents to be considered to be an all-inclusive cross-reference.

PREFACEPART I.1 - GENERAL PROVISIONS – ALLPART I.2 - GENERAL PROVISIONS – FIXED PRICEPART I.3 - GENERAL PROVISIONS – COST REIMBURSEMENT, TIME-AND-MATERIAL, AND LABOR HOURPART II - SPECIAL PROVISIONS – TABLE OF CONTENTSPART III - FAR/DFARS CLAUSES/PROVISIONS INCORPORATED BY REFERENCE

PART III.0 GENERAL PART III.2 FIXED PRICE PART III.3 COST REIMBURSEMENT, TIME-AND-MATERIALS, AND LABOR HOUR

PART IV - FAR/DFARS CLAUSES MODIFIED AND INCORPORATED IN FULL TEXTPART IV.0 GENERALPART IV.1 FIXED PRICEPART IV.2 COST REIMBURSEMENT, TIME-AND-MATERIALS, AND LABOR HOUR

TABLES OF CONTENTS(Sections, Topics, and Clauses)

PREFACE -P1 AMENDMENTS REQUIRED BY PRIME OR HIGHER-TIER CONTRACT AND/OR CHANGES OF LAW, RULES, AND/OR REGULATIONSP2 INCORPORATION OF APPLICABLE CLAUSES, PROVISIONS, AND OTHER REQUIREMENTSP3 SUBCONTRACTING AND SUBCONTRACTING RESTRICTIONS

PART I.1 - GENERAL PROVISIONS – ALL – (ALPHABETICAL)(Applicable to all fixed price, cost-reimbursement, time-and-materials, and labor hour type solicitations and awards. For ease of reference, the alphabetical listing below includes references to certain other clauses found in other parts of this document. Numbers associated with these titles are clause numbers.





Table of ContentsAlphabetical Listing of Clauses

The following Table of Contents is provided for convenience only to facilitate reference and shall not be construed to limit in any way the scope, applicability or interpretation of any provision or clause of this subcontract/letter contract/purchase order. Neither is this Table of Contents to be considered an all-inclusive cross reference.

CLAUSE No. CLAUSE No.

Acceptance I.1-62 Continuation of Mission Essential Functions III-3.036.aIV-411Acceptance of Order & Terms and Conditions I.1-12

Access Control Plan/Technology Control Plan I.1–8.b Continuing Terms and Severability I.1-63Access to Proprietary Data or Computer Software I.1-60 Counterfeit Parts/Counterfeit Work Prohibition I.1-9.cAmendments Required by Prime or Higher-Tier Contract and/or Changes of Law, Rules, and/or Regs

P.1 Data Rights (See “Rights in Technical Data”)

Anti-Dumping Warranty; Importer of Record; Duty-free Entry

I.1-6.hIII-3.015

Davis Bacon Act (and related clauses) 3.068.b-k

Anti-Virus Warranty I.1-70 Debarment, Suspension and other Ineligibility P.3(i)I.1-3(iv)III-3.053

Applicable Law/Venue and Choice of Law (Overseas)

I.1-15 Default (Fixed-Price Supply & Services) I.2-104

Arbitration Agreements, Restrictions on the Use of Mandatory

IV.409III-3.009a

Definitions I.1-2

Asbestos Warning I.1-30.(c) Delivery of Required Drawings, Test Reports, Software and Other Data

I.1-28

Assignment, Change of Name, or Novation I.1-50.a Delivery Schedule I.1-26Bankruptcy I.1-67 Disclosure of Export Compliance Program Management I.1-6.eBrass and Copper Black Oxide Coated Threaded Fasteners

I.1-24 Disclosure of Source(s) and Manufacturer(s) of Commodities or Items to be Delivered or Provided and “Certification of Subcontractor Eligibility to Export”

I.1-6.f

Business Conduct & Ethics I.1-9.a Discontinuation of Production; Notification of Parts and Electronics Obsolescence

II.203

Business Ethics and Conduct, Contractor Code of I.1-9.aIII-3.051.a IV-414

Disposition of Drawings and Specifications I.1-29

Buyer Furnished Tooling and Material I.1-58 Disputes I.1-69Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions

I.1-3.(vi) Domestic Barge Shipments I.1-33

Certification and Representations (See “Representations and Certifications”)

I.1-3 Drawings and Other Data, Use of I.1-28.a

Certification of Restrictions on the Use of Mandatory Arbitration Agreements

III-3.009.a IV.409

Dual Citizenship I.1-4I.1-30II-208

Certification Regarding Responsibility Matters I.1-3.(iv) Duty-Free Entry I.1-6.hI.1-30(g) III-3.015Cert of Subcontractor Eligibility to Export I.1-6.f

Cert Under the U.S./Canada Joint Cert Program (JCP)

I.1-8.(d) English Language And Standards I.1-1

Changes IV.417IV.421IV.422

Employment Eligibility Verification (E-Verify) III-3.078.d IV–408

Combating Trafficking in Persons III-3.078.c Entire Agreement I.1-13Committee on Foreign Investment in the U.S. (CFIUS) (Notification required.)

I.1-50.b Equitable Adjustments II.217 II.218 II.219

Common Standard for Conducting a Background II.202 Excess Quantities/Extras I.1-27





Records Check of Non-GD EmployeesCompliance with Laws, Obtaining and Maintaining Approvals, Permits and Licenses, and Work Site Safety

I.1-16.aI.1-17(4)

Excessive Pass-through Charges Notification P.3(f)III-3.008.a

Compliance with Veteran’s Employment Reporting Requirements, FAR 52.222-38

I.1-3(viii) Excusable Delay III–3.310

Computer Software and/or Computer Database(s)/Anti Virus Warranty

I.1-60:I.1-70

Export and Import Licenses, Failure to Obtain I.1-16.b

Export Compliance Program Management, Disclosure of

I.1-6.(e) Intellectual Property, Proprietary Information and I.1-59I.1-60

Export Control Marking I.1-7 Item Identification and Valuation (252.211-7003) III-3.007aExport Prohibitions – Offshore Procurements I.1-6.i Invoices I.1-53Export Related Requirements I.1-6

III.3.004.aIII-3.006.a IV-406IV-415

Joint Certification Program (JCP), Certification Under the U.S./Canada

I.1-8.(d)

INTENTIONALLY LEFT BLANK Liens I.1-40Logistic Support Requirement/Manufacture of Repair Parts (Modified)

II.207

Exports and Imports – Marking (see also Duty-free Entry)

I.1-30 Loss of or Damage to Goods I.1-36I.1-37

Final Release I.1-53Foreign Corrupt Practices Act Prohibitions (FCPA) I.1–9.b Marking Requirements I.1-7

I.1-23I.1-30 I.1-32II.205II.210III-3.007.aIII-3.010III-3.015III-3.025III.3-026III-3.033III-3.034 III-3.079III-3.102.aIV.416

Fraud and Falsification I.1-10Freight Charges/Carriers/Insurance I.1-35Gov’t Furnished Equipment – Reporting of III-3.007.bGovernment Delay of Work III–3.201Government-Industry Data Exchange Program II.204Government Property, Purchaser or I.1-57

III-3.102.a IV.416

Hazardous Materials I.1-21 throughI.1-25 I.1-30III-3.010III-3.079 III-3.081III-3.082

Health and Safety I.1-17(7)Heavy Material I.1-32 Mercury Exclusion I.1-21Identification Marking of Parts (See “Marking Req.”)

II.205 Mergers and Acquisitions I.50.a(e)

Importer of Record; Anti-Dumping Warranty; Duty-free Entry

I.1-6.h; III-3.015

National Stock Numbers, Assignment and Use of II.201

Incorporation of Applicable Clauses, Provisions, and Other Requirements

P.2 Naval Nuclear Propulsion Information (NNPI) P.3I.1-4I.1-5I.1-8II.208-213

Indemnification – General I.1-17(5)I.1-42

No Agency I.1-19

Indemnification – Government Requirements I.1-43 Non-U.S. Personnel I.1-6.(b)(ii)Indemnification, Third Party I.1-44 Non-Waiver I.1-64Independent Contractor I.1-19 Notice of Lower-tier Subcontract Solicitation/Award P.3(b)Inspection and Test (CR, T&M, and LH Orders) I.3-200 Notice of Prior Waivers and Deviations I.1-45Inspection and Test (FP Orders) I.2-100 Notice of Suits or Other Actions P.3(h)

II-212Inspection of Services – Cost Reimbursement III–3.307Inspection of Services (FP) III-3.201.c Notice of Prior Waivers and Deviations I.1-455/11/12 5 of 68 Supersedes Prior Rev 0 dated 7/13/11 NOT APPROVED FOR PUBLIC RELEASE




IV.420Inspection of Supplies – Cost Reimbursement III–3.306

IV.419Notice of Suits or Other Actions P.3(h)

II-212Inspection of Supplies (FP) III-3.201.b

IV.419Notification of Anticipated Contract Termination or Reduction

III–3.043

Inspection – T&M and Labor Hour III–3.308 Notification of Changes II.214Insurance I.1-41 Notification of Employee Rights Under the National Labor

Relations ActIII-3.078.b

Notification of Foreign Ownership or Foreign Place of Performance

I.1-46

Notification of Late Delivery, Notification of Labor Disputes, And Notification of Other Delays

I.1-47 Reimbursement Limitations for Certain Costs I.1-55

Notification of Ownership or Legal Structure Changes

I.1-48III-3.063.aIV.403

Representations and Certifications I.1-3

Notification of Potential Safety Issues III-3.040IV.410

Requirements for Contracts Involving Export-Controlled Items

III-3.004.a IV-415

Notification of Transportation of Supplies by Sea III-3.042 Reserved VariousObsolescence, Notification of Parts & Electronics; Discontinuation of Production

II.203 Restriction on Access to Export-Controlled Equipment and Technical Data by Certain Employees

I.1-6.c

Obtaining and Maintaining Approvals I.16.a Restriction on Acquisition of Air Circuit Breakers II.221

Offset Credits, International I.1-6.j Restriction on Acquisition of Anchor and Mooring Chain III-3.019Overtime Compensation I.1-56

III-3.068 III-3.068.a

Restriction on Acquisition of Ball and Roller Bearings III-3.018

Order of Precedence I.1-14 Restriction on Acquisition of Facilities P.3(c)Ozone Depleting Substances III-3.081 Restriction on Acquisition of Forgings III-3.021Packing and Crating I.1-31 INTENTIONALLY LEFT BLANKPatents and Copyrights I.1-61

III-3.035.aIII-3.034III-3.087

Restriction on Acquisition of Hand or Measuring Tools III-3.017

Payments for Time-and-Materials/Labor Hour Orders

I.1-54 Restriction on Certain Payments & Overtime Compensation I.1-56

Payment, Invoices, Final Release, & Set-Off I.1-53 Restriction on the Use of Mandatory Arbitration Agreements

III-3.009.aIV-409

Permits and Licenses I.1-16.a Restriction on Acquisition of Hand or Measuring Tools III-3.017Personal Identity Verification of Contractor Personnel

III-3.052a IV-413

Restriction on Certain Payments & Overtime Compensation I.1-56

Polychlorinated Biphenyls Prohibition I.1-22 Restriction on the Use of Mandatory Arbitration Agreements

III-3.009.aIV-409

Preference for Domestic Specialty Metals III-3.016IV.407

Rights in Technical Data & Noncommercial Computer Software & Computer Software Documentation

I.1-59I.1-60II.222II.223

Prohibition of Yellow Wrappings or Protection Devices; Radioactive Materials

I.1-25 III-3.025 through III-3.030III-3.033

Proprietary Information and Intellectual Property (See Rights in Technical Data)

Proprietary Data, Safeguarding of

See RITD

I.1-60.a

Safeguarding Information and Technical Data; Access Control Plan/Technology Control Plan; Registration with the U.S. State Department; and Certification Under the U.S./Canada Joint Certification Program

I.1-8

Public Release of Information (including NNPI) I.1-4 Safety I.1-16.a I.1- 17.(7) I.1- 18

Purchaser or Government Property I.1-57 Secondary Arab Boycott of Israel I.1-3.(vii)5/11/12 6 of 68 Supersedes Prior Rev 0 dated 7/13/11 NOT APPROVED FOR PUBLIC RELEASE




III-3.022Radioactive Materials I.1-25Radioactive PCB Waste I.1-22.a Section, Part, Clause, Paragraph, and Other Headings I.1-65

Re-Exports and Re-Transfers P.4 Security Requirements I.1-5

Reduction or Suspension of Contract Payments Upon Finding of Fraud or Falsification

I.1-11 Set-Off I.1-53

Refrigeration Equipment and Air Conditioners III-3.082 Severability, Continuing Terms and I.1-63

Shipments I.1-5 I.1-30 through I.1-35III-3.015III-3.041III-3.042III-3.102

Title and Administration I.1-39 Title and Risk of Loss (Responsibility for Supplies) I.1-37Title, Government (also see “Government Property”) I.3-202

III–3.202III-3.309III-3.102aIV.416

Toxic Substances/Hazardous Material Restrictions & Prohibitions

I.1-23I.1-30Shipping and Labeling Instructions and Deliveries I.1-30

Shipping, Domestic (U.S.) Barge I.1-33 Travel II.224 I.1-51Site Conditions I.1-20

Small Business Representation I.1-3.(v) Value Declaration I.1-34Special Agreement Regarding Switchboard Subcontracts and Air Circuit breakers

P.3(c) II.221

Vendor Information Request I.1-66

Specifically Negotiated License Rights in Noncommercial Computer Software, Noncommercial Computer Software Doc, & Technical Data Pertaining to Noncommercial Items

II.222 Visitors, Control of I.1-8.(b) I.1-17I.1-18 II-209

Standards of Conduct for Visitors I.1-18 Warranty, Anti-Virus I.1-70 Stop Work Order (also see Suspension of Work) I.1-68

III-3.100aIV.404

Warranties (Cost-Reimbursement Orders) I.3-201Warranties (Fixed-Price Orders) I.2-101Warranty of Services (Fixed-Price Orders) I.2-103

Subcontracting and Subcontracting Restrictions P.3 Warranty of Supplies (Fixed-Price Orders) I.2-102Subcontractor Eligibility P.3(a) Work on Buyer’s Owned or Controlled Premises/

Property/Work SiteI.1-17

Subcontractor Travel and Per Diem Costs I.1-51Suspension of Work (see also “Stop Work Order”) I.1-68

III-3.100aIII-3.201IV-404

Work Site Safety I.1-16.a (5)

Taxes I.1-52Termination (Fixed Price) III–3.202 Termination (Cost Reimbursement) III–3.309Termination For Convenience of the Government or Buyer

III-3.205

PART I.2 - GENERAL PROVISIONS – FIXED PRICE (Apply to fixed-price type solicitations and awards in addition to Part I.1 – General Provisions.)

I.2 - 100 Inspection and Test (Fixed-Price Orders)) I.2 - 101 Warranties (Fixed-Price Orders)I.2 - 102 Warranty of Supplies (Fixed Price Orders)I.2 - 103 Warranty of Services (Fixed Price Orders)I.2 - 104 Default (Fixed-Price Supply and Services)

PART I.3 - GENERAL PROVISIONS – COST REIMBURSEMENT, TIME-AND-MATERIAL, AND LABOR HOUR(Apply to CR, T&M, and LH type solicitations and awards in addition to Part I.1 – General Provisions.)

I.3 - 200 Inspection and Test (Cost-Reimbursement, Time-and-Material, and Labor Hour Orders)I.3 - 201 Warranties (Cost-Reimbursement Orders)I.3 - 202 Government Title (Cost Reimbursement and Time-and-Materials Orders)

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PART II - SPECIAL PROVISIONS – TABLE OF CONTENTS201 ASSIGNMENT AND USE OF NATIONAL STOCK NUMBERS (NAVSEA) (May 1993) Modified





202 COMMON STANDARD FOR CONDUCTING A BACKGROUND RECORDS CHECK OF NON-GENERAL DYNAMICS EMPLOYEES 203 NOTIFICATION OF PARTS AND ELECTRONICS OBSOLESCENCE AND/OR DISCONTINUATION OF PRODUCTION (MODIFIED)204 GOVERNMENT-INDUSTRY DATA EXCHANGE PROGRAM NAVSEA 5252.227-9113, (OCT 2006) (MODIFIED)205 IDENTIFICATION MARKING OF PARTS ALT I (NAVSEA) (JUN 2008) (MODIFIED)206 INVENTION RIGHTS – SPECIAL PROVISION207 LOGISTIC SUPPORT REQUIREMENT/MANUFACTURE OF REPAIR PARTS 208 NNPI - CONTROL OF NAVAL NUCLEAR PROPULSION INFORMATION (NNPI) & SECURITY AGREEMENT209 NNPI - CONTROL OF VISITORS AND PROCEDURES TO PROTECT NNPI210 NNPI - MARKING OF DOCUMENTS CONTAINING NAVAL NUCLEAR PROPULSION INFORMATION (NNPI)211 NNPI - NAVAL NUCLEAR PROPULSION INFORMATION SECURITY CONTROLS & ADDITIONAL SECURITY REQUIREMENTS 212 NNPI - PROTECTION OF NAVAL NUCLEAR PROPULSION INFORMATION (Based on NAVSEA 5252.227-9100, JAN 1986, MODIFIED)213 NNPI - TRANSMISSION ABROAD OF EQUIPMENT OR TECHNICAL DATA RELATING TO THE NUCLEAR PROPULSION OF NAVAL SHIPS (Based

on NAVSEA 5252.227-9101, JAN 2008, Modified)214 NOTIFICATION OF CHANGES215 RESERVED216 RESERVED217 NAVSEA 5252.233-9103, DOCUMENTATION OF REQUESTS FOR EQUITABLE ADJUSTMENT (AT) – Alternate 1 (APR 1999) (Modified)218 CERTIFICATION OF REQUESTS FOR EQUITABLE ADJUSTMENT (REA) 219 NAVSEA 5252.233-9107, EQUITABLE ADJUSTMENTS; WAIVER AND RELEASE OF CLAIMS (AT) (JAN 1983) (MODIFIED) 220 RESERVED221 SPECIAL AGREEMENT REGARDING SWITCHBOARD SUBCONTRACTS (NAVSEA) (Jun 2000)(Modified)222 SPECIFICALLY NEGOTIATED LICENSE RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE, NONCOMMERCIAL COMPUTER SOFTWARE

DOCUMENTATION, AND TECHNICAL DATA PERTAINING TO NONCOMMERCIAL ITEMS 223 UNLIMITED RIGHTS IN TECHNICAL DATA – NUCLEAR PROPULSION PLANT SYSTEMS (Based on NAVSEA 5252.227-9114, NOV 1996, Modified) 224. TRAVEL COSTS – ALTERNATE I (NAVSEA) (DEC 2005)

PART III FAR/DFARS CLAUSES/PROVISIONS INCORPORATED BY REFERENCE PART III.0 GENERAL (Applies to all solicitations and awards.)PART III.2 FIXED PRICE (Applies to fixed price solicitations and awards in addition to PART III.0, GENERAL)PART III.3 COST REIMBURSEMENT, TIME-AND-MATERIALS, AND LABOR HOUR

(Applies to CR, T & M, and LH type solicitations and awards in addition to PART III.0, GENERAL)

***********************************************************************************************************

PART IV FAR/DFARS CLAUSES MODIFIED AND INCORPORATED IN FULL TEXTPART IV.0 GENERAL (Applies to all solicitations and awards.)401 FAR 52.215-10 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (Oct 1997) (MODIFIED to read as shown)402 FAR 52.215-11 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA – MODIFICATIONS (Oct 1997) (MODIFIED)403 FAR 52.215-19 NOTIFICATION OF OWNERSHIP CHANGES (OCT 1997) (MODIFIED to read as shown)404 FAR 52.242-15 STOP WORK ORDER (AUG 1989) (MODIFIED to read as shown.)405 RESERVED 406 DFARS 252.209-7004 SUBCONTRACTING WITH FIRMS THAT ARE OWNED OR CONTROLLED BY THE GOVERNMENT OF A

TERRORIST COUNTRY (DEC 2006, MODIFIED to read as shown)407 DFARS 252.225-7014 PREFERENCE FOR DOMESTIC SPECIALTY METALS (ALTERNATE I) (DEVIATION 2008-O0002) (less

paragraph (c)) 408 FAR 52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (E-VERIFY) (JAN 2009)409 DFARS 252.222-7006 RESTRICTIONS ON THE USE OF MANDATORY ARBITRATION AGREEMENTS (MAY 2010)410 DFARS 252.246-7003 NOTIFICATION OF POTENTIAL SAFETY ISSUES (JAN 2007)411 DFARS 252.246-7023 CONTINUATION OF MISSION ESSENTIAL FUNCTIONS (MAR 2010)412 RESERVED413 FAR 52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (SEP 2007)414 FAR 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (DEC 2007) 415 DFARS 252.204-7008 REQUIREMENTS FOR CONTRACTS INVOLVING EXPORT-CONTROLLED ITEMS (APR 2010)416 FAR 52.245-1 GOVERNMENT PROPERTY (JUN 2007)

PART IV.1 FIXED PRICE (Applies in addition to PART IV.0, GENERAL)417 FAR 52.243-1 CHANGES – FIXED PRICE (Aug 1987) & ALT I (Apr 1984) & ALT II (Apr 1984) (MODIFIED to read as shown.) 418 RESERVED419 FAR 52.246-2 INSPECTION OF SUPPLIES - FIXED PRICE (Aug 1996) (MODIFIED to read as shown.)420 FAR 52.246-4 INSPECTION OF SERVICES - FIXED PRICE (Aug 1996) (MODIFIED to read as shown.)

PART IV.2 COST REIMBURSEMENT, TIME-AND-MATERIALS, AND LABOR HOUR (Applies in addition to PART IV.0, GENERAL)(Applies in addition to PART IV.0, GENERAL)

421 FAR 52.243-2 CHANGES – COST REIMBURSEMENT (Aug 1987) & ALT I (Apr 1984) & ALT II (Apr 1984) and ALT V (Apr 1984) 422 FAR 52.243-3 CHANGES – TIME-AND-MATERIALS OR LABOR HOURS (Sept 2000)

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

PREFACE -P.1 AMENDMENTS REQUIRED BY PRIME OR HIGHER-TIER CONTRACT AND/OR CHANGES OF LAW, RULES, AND/OR REGULATIONS5/11/12 8 of 68 Supersedes Prior Rev 0 dated 7/13/11 NOT APPROVED FOR PUBLIC RELEASE




P.2 INCORPORATION OF APPLICABLE CLAUSES, PROVISIONS, AND OTHER REQUIREMENTSP.3 SUBCONTRACTING AND SUBCONTRACTING RESTRICTIONSP.4 EXPORTS, RE-EXPORTS, RE-TRANSFERS, AND SUBLICENSING

P.1 AMENDMENTS REQUIRED BY PRIME OR HIGHER-TIER CONTRACT AND/OR CHANGES OF LAW, RULES, AND/OR REGULATIONSThe Seller agrees that upon the Buyer’s request, it will negotiate in good faith with the Buyer relative to amendments or supplements to this letter contract/subcontract/purchase order to incorporate additional provisions herein or to change provisions hereof, as the Buyer may reasonably deem necessary in order to comply with the provisions/clauses/requirements of the applicable prime contract or with the provisions of amendments to such prime contract.

If the Seller feels that such change(s), amendments, or supplements to this letter contract/subcontract/purchase order results in, and provides entitlement for a request for a reasonable equitable adjustment for, a change in schedule, delivery, and/or price/cost (increase or decrease), the Seller may propose a request for equitable adjustment in accordance with the appropriate changes and/or equitable adjustment clauses specified in the applicable terms and conditions.

P.2 INCORPORATION OF APPLICABLE CLAUSES, PROVISIONS, AND OTHER REQUIREMENTSThe Federal Acquisition Regulation (FAR) and Defense Federal Acquisition Regulation Supplement (DFARS) clauses referenced herein are incorporated herein by reference, with the same force and effect as if they were given in full text, and are applicable, including any notes or other language following the clause citation, to this subcontract.

The Contracts Disputes Act shall have no application to this subcontract/letter contract/purchase order. Any reference to a Disputes clause shall mean the disputes clause of this subcontract/letter contract/purchase order.

P.3 SUBCONTRACTING AND SUBCONTRACTING RESTRICTIONS. (a) Subcontractor Eligibility – (Refer also to clause I.1-6.g.)

1. Before providing export controlled technical data and/or hardware to prospective lower-tier bidders and suppliers, it is your responsibility to ensure that the intended recipient is eligible to receive it.

2. As a prospective subcontractor/subcontractor to EB, you must satisfy the following criteria. You should consider, as a minimum, using similar criteria when evaluating your prospective recipients of technical data/hardware or subcontracts. (Note: Nothing stated here is intended to relieve you of any of you responsibility to comply with all applicable laws, regulations, rules, etc.) Be actively certified under the U.S./Canada Joint Certification Program (“JCP Certified”) (Refer to clause 8.) (Applies to U.S. & Canadian

Suppliers only.); and Be registered with the U.S. State Department, when required (Refer to Clause 8) (Applies to U.S. Suppliers only.); Have developed and implemented a written Access Control Plan/Technology Control Plan (ACP/TCP) to prevent unauthorized disclosures of

export-controlled hardware and technical data. (Refer to Clause 8) (Applies to all intended recipients at every tier.); If access to Naval Nuclear Propulsion Information (NNPI) is required and you are eligible to receive it, you must have developed and

implemented a written Access Control Plan/Technology Control Plan (ACP/TCP) that also addresses preventing unauthorized disclosures of NNPI (Refer to Clauses 8, 207-212, and EB Certification and Representation Regarding Foreign Ownership, Control, or Influence Form No. 84-03-2205) (Applies to all intended U.S. recipients at every tier potentially needing access to NNPI. Foreign nationals may not have access to NNPI.);

Ensure that appropriate EB, and EB Customer approval via EB, are requested and obtained, when required, prior to disclosing export-controlled technical data, hardware, software, and information to foreign nationals, whether within the U.S. or abroad.

Ensure that appropriate U.S. State Department approvals and/or licenses are obtained for all prospective foreign suppliers and subcontractors before providing them with, or with access to, export-controlled hardware, technical data, software, and information;

Include in lower-tier solicitations and subcontracts all subcontract requirements of these Terms and Conditions, the letter contract/purchase order, and all other documents applicable thereto, that are required to be flowed down;

Complete and submit all certifications and representations requested by the EB Buyer; and When required, submit a Small Business Subcontracting Plan (with large businesses only) (Refer to Part III, clause 3.066, FAR 52.219-9.) Certain

exceptions may apply. Failure to submit and negotiate a small business subcontracting plan, when required, may make you ineligible for award of a subcontract;

The intended recipient of a subcontract for performance of work under this purchase order must not: be debarred, suspended, proposed for debarment, or otherwise ineligible to receive a U.S. Government contract or subcontract (Refer to Clauses

3 and 3.054; applies to all intended recipients; prior written approval of the Purchaser and Purchaser’s customer is required for any exceptions.); or

be owned or controlled by the Government of a Terrorist Country as defined in the Part IV DFARS clause 252.209-7004 entitled “Subcontracting with Firms that are Owned or Controlled by the Government of a Terrorist Country” (as modified). Written approval of the Buyer and the U.S. Government is required for any exceptions.

(b) Notice of Lower-Tier Subcontract Solicitation and Award – Seller shall provide the Buyer with prior written notice of the prospective award of all subcontracts placed by Seller under this Purchase Order that are expected to equal or exceed $500,000 or 50% of the value of this Purchase Order, whichever is lesser. Seller shall also notify Buyer in writing and request approval to proceed if the total of all subcontracts awarded under this purchase order exceeds, or is expected to exceed, 70% of the total expected value of this purchase order. Refer also to clause 3.008.a, 252.215-7004, Excessive Pass-Through Charge, that has additional requirements.

(c) Special Agreement Regarding Switchboard Subcontracts and Air Circuit Breakers – (Refer also to clause 221.) Seller shall obtain written consent of the Purchaser prior to placing any subcontract which contains air circuit breakers for switchboards in accordance with the Part II clause herein entitled “Special Agreement Regarding Switchboard Subcontracts”.

The Seller shall, in all cases involving subcontracts which contain air circuit breakers for switchboards, give advance notification to the Buyer and obtain written consent of the Buyer and the Buyer’s Contracting Officer via Buyer prior to placing any such subcontract. Such advance notification shall include all information listed under paragraph (f)(1) of the FAR clause 52.244-2 entitled “Subcontracts”.

(d) No CPPC Type Subcontracts; Fee Limitations - No subcontract or modification thereof, at any tier, placed under this Purchase Order shall provide for payment on a cost-plus-a-percentage-of-cost basis, and any fee payable under cost-reimbursement type subcontracts shall not exceed the fee limitations in paragraph 15.404-4(c)(4)(i) of the Federal Acquisition Regulation (FAR).





(e) Restriction on Acquisition of Facilities - Except as may be specifically provided in this purchase order, Seller shall not acquire facilities hereunder and Seller shall not direct charge to this Purchase Order the cost of any item of facilities or the alteration to a facility. For the purpose of this requirement, facilities means industrial property (other than material, special tooling, military property, and special test equipment) for production, maintenance, research, development or test, including real property and rights therein, buildings, structures, improvements, and plant equipment as defined in FAR Part 45.101 and 45.301 and DFARS 245.301.

(f) Excessive Pass-Through Charges Notification – Seller must notify the Buyer, in writing, if it or any subcontractor changes the amount of lower-tier effort after award such that it exceeds 70 percent of the total cost of work to be performed under its subcontract. Refer to Part III DFARS clause 252.215-7004 & ALT I entitled “Excessive Pass-Through Charges – Alternate I” (See clause for certain exceptions.) and DFARS clause 252.215-7004, Excessive Pass-through Charges.

(g) Special Consent Requirements for Certain Subcontracts – The Seller shall request and obtain the Buyer’s prior written consent before placing lower-tier subcontracts under this Letter Contract/Purchase Order with the following:

Computer Sciences Corporation (CSC)(h) Notice of Suits or Other Actions – This letter contract/purchase order is a subcontract under a Government contract and may involve equipment and/or

technical data subject to export controls and which may have restrictions on public disclosure. The Seller shall give the Buyer immediate written notice of any action or suit filed and prompt notice of any claim made against the Seller by any lower-

tier subcontractor or vendor that, in the opinion of the Seller, may result in litigation related in any way to this letter contract/purchase order. (i) Restriction on Subcontracts with Debarred, Suspended, Proposed for Debarment ,or Otherwise Ineligible Entities - Seller shall not subcontract with

parties that are debarred, suspended, proposed for debarment, or otherwise declared ineligible by any Federal Agency for the award of any (1) Government contracts or (2) subcontracts under Government contracts or higher-tier subcontracts, without the prior written approval of the Buyer and the Buyer’s Customer.

(j) Licensing - When required by the rights in technical data and rights in computer software and computer software documentation clauses of this subcontract, negotiate and execute a license agreement that, when executed, identifies and enumerates all rights in technical data – noncommercial items, if any, as well as all rights in noncommercial computer software and noncommercial computer software documentation, if any, that the Seller and/or its lower-tier subcontractors has/have granted to the U.S. Government (and others, if any) under the provisions of this subcontract. Any such license agreement is hereby made part of this subcontract under the Buyer’s prime contract. (e.g., See clauses 59, 60, 3.028, 3.029, 3.030, etc.) (Applies to all intended recipients.).

(k) Approvals for Re-exports and Re-transfers - No re-export or re-transfer may be made prior to receiving written Electric Boat approval. (Refer to P.4.)

Refer to the clauses herein pertaining to export control and Naval Nuclear Propulsion Information (NNPI) as well as Part III clauses such as, but not limited to, FAR 52.209-6, “Protecting the Governments Interest when Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment”; FAR 52.225.13, “Restrictions on Certain Foreign Purchases”, etc. as well as the Part IV clause entitled “DFARS 252.209-7004, Subcontracting with Firms That Are Owned or Controlled by the Government of a Terrorist Country”.

P.4 EXPORTS, RE-EXPORTS, RE-TRANSFERS, AND SUBLICENSING (Applies to the export, re-export, re-transfer, and sub-licensing of export-controlled defense articles and/or technical data by a subcontractor of Electric Boat or by a lower tier subcontractor.)

No export, re-export, re-transfer, or sublicensing in performance of this order or any subcontract hereunder, at any tier and regardless of location, may be made prior to receiving (1) written Electric Boat approval and (2) any required USG export authorization.

When EB and/or U.S. Government approval is required, the Seller agrees to provide Electric Boat with the following: name of subcontractor, full address of subcontractor including their country, role of subcontractor, a list of defense articles and/or technical data to be transferred.

_______________________________________________________________

PART I - GENERAL PROVISIONS

1. ENGLISH LANGUAGE AND STANDARDS. All communications and submittals (including without limitation, reports, correspondence, drawings, notices, marking, documentation, etc.) shall be in the

English language. In cases of conflict or inconsistency with any translation into another language, the American Standard English language meaning shall take precedence.

Unless otherwise specified in writing, all documentation, work, and services provided in performance of this order shall employ the units of United States standard weights and measures as published by the United States National Institute of Standards and Technology.

2. DEFINITIONS. The clauses at FAR 2.101, Definitions, and FAR 52.202-1, Definitions, are incorporated herein by reference. Unless the context or a

specific clause or provision of these terms and conditions specifies or indicates a different meaning, as used in these terms and conditions the following terms shall have the following meanings:

A. “Buyer”, “EB”, “Purchaser”, or “Owner” means Electric Boat Corporation, A General Dynamics Company, having its principal place of business at 75 Eastern Point Road, Groton, CT 06340.

B. “Contract”, “Purchase Order”, or “Order” have the same meaning throughout these terms and conditions, excluding references to Buyer’s Prime Contract. As used herein, they mean this contract between Buyer and Seller and include letter contracts or other contractual arrangements, as well as written supplements or amendments to them.

C. “Contract Administrator” means Buyer’s cognizant Materials Management representative identified within the Purchase Order.D. “Contracting Officer” means the person executing Buyer’s Prime Contract on behalf of the Government, and includes his or her successor or any duly

authorized representative acting within the limits of his or her authority. E. “Department of Navy” means the U.S. Department of the Navy, Naval Sea Systems Command or any duly authorized representative thereof includ ing the

Contracting Officer for Buyer’s Prime Contract.F. “Government” or “Federal” means the “United States of America”.G. “Lower-tier subcontract” means any agreement entered into by the Seller or Seller’s sub-tier supplier(s) in furtherance of the performance of this Purchase

Order.H. “Seller”, “Supplier”, or “Contractor” means the Seller, person, firm, corporation or other entity identified on the first page of this Purchase Order or Letter

Contract to whom this award is made.I. “Work” means all required articles, materials, supplies, goods, and services constituting the subject matter of this Purchase Order.





3. REPRESENTATIONS AND CERTIFICATIONS. As of the time of award of the Purchase Order, Seller represents and warrants that: (i) If this Order exceeds or is expected to exceed $10,000, Seller has submitted to Purchaser EB form 84-01-0751 Certification and Representations that are

incorporated herein by reference; and(ii) Seller's certifications and representations are current, accurate and complete; and(iii) In the performance of the Purchase Order, Seller shall use at least the percentage of recovered materials required by the applicable Purchase Order

specifications, if any are specified; and(iv) Certification Regarding Responsibility Matters (Dec 2008 Modified) – To the best of its knowledge and belief, that - Seller and/or any of its principals:

(a) Are not presently debarred, suspended, or proposed for debarment, or declared ineligible for the award of any contracts by any Federal Agency; (b) Have not, within a three-year period preceding its quotation, proposal, or award of this contract been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, state, or local) contract or subcontract; violation of Federal or state antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records; making false statements, tax evasion, violating Federal criminal tax laws, or receiving stolen property; (c) Are not presently indicted for, or otherwise criminally or civilly charged by a government entity with, commission of any of the offenses enumerated in paragraph (b) above;(d) Have not, within a three-year period preceding this offer or quotation or award, been notified of any delinquent Federal taxes in an amount that exceeds $3,000 for which the liability remains unsatisfied.

Refer to FAR 52.209-5 (Dec 2008) for the balance of the language of this clause.

and (e) the Seller has not, within a three-year period preceding the dates of Seller’s offer and award of this contract, whichever is earlier, had one or more contracts terminated for default by any Federal agency; and

(v) Small Business Representation - If Seller is representing itself as a small disadvantaged business (SDB); women-owned small business concern (WOSB); HUBZone small business concern (HUBZone); veteran-owned small business concern (VOSB); and/or a service-disabled, veteran-owned small business concern (SDVOSB), Seller represents that:

a. No material change in ownership, control or net worth qualification has occurred since its most recent certification submittal to EB; and b. If the subcontractor is representing itself as a HUBZone small business concern, it is currently certified as a HUBZone small business concern

and the certification is verifiable by accessing the Central Contractor Registration (CCR) database. Penalties and Remedies:

In accordance with FAR 52.219-9, Small Business Subcontracting Plan, invoked herein in Part III.0, Seller is advised that there are penalties and remedies for misrepresentations of business status as small, veteran-owned small business, HUBZone small, small disadvantaged, or women-owned small business for the purpose of obtaining a subcontract, such as this Purchase Order, that is to be included as part or all of a goal contained in the Contractor’s subcontracting plan.

As described in FAR 19.301-1, the SBA’s regulations on penalties for misrepresentations and false statements are contained in 13 CFR 121.108 for small business, 13 CFR 124.501 for 8(a) small business, 13 CFR 124.1011 for small disadvantaged business, 13 CFR 125.29 for veteran or service-disabled veteran-owned small business, and 13 CFR 126.900 for HUBZone small business; and

(vi) If this order exceeds or is expected to exceed $100,000, Seller (“offeror”) makes the following certification and disclosure and agrees to certify and disclose accordingly (refer to Part III also):FAR 52.203-11, CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (SEPT 2007) (MODIFIED) (Applies if your offer and/or this order exceeds or is expected to exceed $100,000.) (a) Definitions. As used in this provision—“Lobbying contact” has the meaning provided at 2 U.S.C. 1602(8) . The terms “agency,” “influencing or attempting to influence,” “officer or employee of an agency,” “person,” “reasonable compensation,” and “regularly employed” are defined in the FAR clause of this solicitation entitled “Limitation on Payments to Influence Certain Federal Transactions” (52.203-12).

(b) Prohibition. The prohibition and exceptions contained in the FAR clause of this solicitation entitled “Limitation on Payments to Influence Certain Federal Transactions” (52.203-12) are hereby incorporated by reference in this provision.

(c) Certification. The offeror or Seller, by signing its offer or accepting this Purchase Order, hereby certifies to the best of its knowledge and belief that no Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on its behalf in connection with this solicitation; the awarding of this purchase order or Buyer’s prime contract.

(d) Disclosur e . If any registrants under the Lobbying Disclosure Act of 1995 have made a lobbying contact on behalf of the offeror with respect to this subcontract, the offeror shall complete and submit, with its offer, OMB Standard Form LLL, Disclosure of Lobbying Activities, to the Buyer’s Contracting Officer via Buyer, to provide the name of the registrants. The offeror need not report regularly employed officers or employees of the offeror to whom payments of reasonable compensation were made.

(e) Penalty. Submission of this certification and disclosure is a prerequisite for making or entering into this contract imposed by 31 U.S.C. 1352 . Any person who makes an expenditure prohibited under this provision or who fails to file or amend the disclosure required to be filed or amended by this provision, shall be subject to a civil penalty of not less than $10,000, and not more than $100,000, for each such failure.

(f) Seller shall include the language of this certification in all subcontract awards at any tier and require that all recipients of subcontract awards in excess of $100,000 shall certify and disclose accordingly.and

(vii) SECONDARY ARAB BOYCOTT OF ISRAEL (Refer to the Part III DFARS clause entitled “252.225-7031, Secondary Arab Boycott of Israel”.)Certification. If the Seller/Supplier is a foreign person as defined in the clause, by submission of an offer or by commencing work, it certifies that it –

(1) Does not comply with the Secondary Arab Boycott of Israel; and(2) Is not taking or knowingly agreeing to take any action, with respect to the Secondary Boycott of Israel by Arab countries, which 50 U.S.C. App. 2407(a) prohibits a United States person from taking.

(viii) FAR 52.222-38, COMPLIANCE WITH VETERAN’S EMPLOYMENT REPORTING REQUIREMENTS (Dec 2001)By submission of its offer, the Offeror/Seller represents that, if it is subject to the reporting requirements of 38 U.S.C. 4212 (d) (i.e., if it has any contract containing FAR clause 52.222-37, Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans), it has submitted the most recent VETS-100 Report required by that clause.

(ix) 52.223-13, CERTIFICATION OF TOXIC CHEMICAL RELEASE REPORTING (Aug 2003) (Applies and to be completed if this is a competitive solicitation that exceeds or is expected to exceed $100,000 (including all options), except if the solicitation is for the acquisition of commercial items as defined in FAR Part 2.)


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(a) Executive Order 13148, of April 21, 2000, Greening the Government through Leadership in Environmental Management, requires submission of this certification as a prerequisite for contract award.

(b) By signing this offer, the offeror certifies that— (1) As the owner or operator of facilities that will be used in the performance of this contract that are subject to the filing and reporting requirements

described in section 313 of the Emergency Planning and Community Right-to-Know Act of 1986 (EPCRA) (42 U.S.C. 11023 ) and section 6607 of the Pollution Prevention Act of 1990 (PPA) (42 U.S.C. 13106 ), the offeror will file and continue to file for such facilities for the life of the contract the Toxic Chemical Release Inventory Form (Form R) as described in sections 313(a) and (g) of EPCRA and section 6607 of PPA; or

(2) None of its owned or operated facilities to be used in the performance of this contract is subject to the Form R filing and reporting requirements because each such facility is exempt for at least one of the following reasons: [Check each block that is applicable.]

[ ] (i) The facility does not manufacture, process, or otherwise use any toxic chemicals listed in 40 CFR 372.65; [ ] (ii) The facility does not have 10 or more full-time employees as specified in section 313(b)(1)(A) of EPCRA,

42 U.S.C. 11023(b)(1)(A) ; [ ] (iii) The facility does not meet the reporting thresholds of toxic chemicals established under section 313(f) of EPCRA, 42 U.S.C. 11023(f)

(including the alternate thresholds at 40 CFR 372.27, provided an appropriate certification form has been filed with EPA); [ ] (iv) The facility does not fall within the following Standard Industrial Classification (SIC) codes or their corresponding North

American Industry Classification System sectors: (A) Major group code 10 (except 1011, 1081, and 1094. (B) Major group code 12 (except 1241). (C) Major group codes 20 through 39. (D) Industry code 4911, 4931, or 4939 (limited to facilities that combust coal and/or oil for the purpose of generating power for

distribution in commerce). (E) Industry code 4953 (limited to facilities regulated under the Resource Conservation and Recovery Act, Subtitle C (42 U.S.C. 6921 ,

et seq.), or 5169, or 5171, or 7389 (limited to facilities primarily engaged in solvent recovery services on a contract or fee basis); or [ ] (v) The facility is not located in the United States or its outlying areas.

(x) CERTIFICATION OF RESTRICTIONS ON THE USE OF MANDATORY ARBITRATION AGREEMENTS (Refer to clause DFARS 252.222-7006 invoked in full text in Part IV). (Applies if the Seller is a “covered subcontractor” as defined in the clause and this order exceeds $1,000,000, unless otherwise exempted by the clause.) The Seller certifies, by signature of the contract or by commencement of work in performance of this subcontract, that it requires each “covered subcontractor” to agree not to enter into, and not to take any action to enforce, any provision of any existing agreements, as described in paragraph (b)(1) of this clause, with respect to any employee or independent contractor performing work related to such subcontract. The prohibitions of this clause do not apply with respect to a contractor’s or subcontractor’s agreements with employees or independent contractors that may not be enforced in a court of the United States.

4. PUBLIC RELEASE OF INFORMATION (including NNPI) (1) Information, data, photographs, sketches, advertising, displays, promotional brochures, or other materials related to Work under this Purchase Order, which

Seller desires to publish, display, or release internally, to other contractors, to Government agencies, or to the public, requires prior Buyer approval and shall be transmitted to the Buyer at least eight weeks prior to the desired printing or release date.

Information and technical data described above may NOT be transmitted over the internet (except in certain cases when suitably encrypted and prior written approvals have been obtained) or posted to an internet home page. Posting information and/or technical data subject to export control on the Web is to be treated as tantamount to public disclosure.

This includes descriptive or promotional material which links or relates, directly or indirectly, Seller’s product line, manufacturing facilities, or manufacturing capabilities to performance of Naval Nuclear Propulsion work. As part of the approval request, Seller shall identify the specific media to be used, as well as other pertinent details of the proposed release.

All releases, regardless of tier of supplier, must have prior written approval of the Buyer (and the Government, when required). Should any information described above be requested, subpoenaed, or otherwise sought by a court of competent jurisdiction or other judicial or administrative

authority, this should be promptly brought to the attention of Buyer to permit appropriate measures to be taken to protect the information. Under no circumstances should this information be released to such authority without prior notification and agreement of the Buyer.

Seller agrees that this requirement of prior Buyer approval of any release shall survive the Purchase Order and that Seller shall not for a period of twenty years after issuance of this Purchase Order (or order extension period, if applicable) either directly or indirectly issue any such release without requisite approval of the Buyer, its successors, or assignees.

Seller shall include all provisions of this article including this sentence in all lower-tier subcontracts under this Purchase Order. (2) In accordance with Government policy and Buyer’s requirements, release or publication of any information, data, speeches, advertisements, press releases,

photographs, promotional brochures, technical papers, and the like that is related to the material or services produced or provided in performance of this Purchase Order whether it be Naval Nuclear Propulsion Work or otherwise, as well as reference to Electric Boat Corporation and its parent, General Dynamics Corporation, or any of their officers, agents, and employees, is prohibited unless prior EB written authorization for release or publication has been requested and obtained by Seller in writing. This includes, without limitation, reference to supplying any particular item or service to EB.

As identified elsewhere herein: (a) Naval Nuclear Propulsion Information (NNPI) must be protected from unauthorized release. NNPI may only be disclosed to U.S. citizens with a

legitimate need to know for performance of this purchase order and who are not otherwise prohibited from receiving NNPI (e.g., U.S. citizen representatives of foreign nationals or foreign interests, etc.)

Dual Citizenship - Special controls identified in OPNAVINST N9210.3 apply prior to providing NNPI to U.S. citizens with dual citizenship. Refer to the other clauses herein dealing with NNPI and other export controls.

(b) Seller must insure that all required licenses and/or approvals are obtained prior to any export or disclosure of technical data or equipment subject to export control, whether such export takes place in the U.S. or abroad; and

(c) Prior EB written approval is required prior to the export or disclosure to other than U.S. persons (as defined in the ITAR), whether in the U.S. or abroad, of any equipment or technical data subject to export control.

(d) In addition, Seller must comply with all distribution restrictions (e.g., Distribution Statement D; NOFORN; etc.) and other markings on documents.(e) Provisions similar to the foregoing shall be flowed down to lower-tier subcontractors at any tier.

5. SECURITY REQUIREMENTS.(1) Classified Access - If this Purchase Order requires access to classified information, special security requirements apply as identified in the security clause in

Part III entitled “FAR 52.204-2, Security Requirements (Modified)”. In such case, the information contained in the Contract Security Classification Specification (DD Form 254) provided by EB is hereby incorporated by reference and is provided to assist you in meeting these security requirements.










(2) Classified Data Shipment – Classified documents shall be packaged separately and shipped in accordance with the Security requirements of the Purchase Order to:

Electric Boat Corporation75 Eastern Point RoadGroton, CT 06340Attn.: Document Custodian

In the event of conflict between the address stated above and that stated in the current Defense Security Service (DSS) Central Verification Facility, the latter shall govern.

(3) Technical Data and Hardware Subject to Export Control – Refer to the clauses and provisions in these terms and conditions and the Purchase Order relating to export control. Failure to comply with export control laws and regulations may result in severe civil and criminal penalties.

(4) Naval Nuclear Propulsion Information (NNPI) – NNPI, both classified and unclassified, is subject to export control under the International Traffic in Arms Regulations (ITAR) of the U.S. State Department as well as more stringent contractual access control requirements. Refer to the clauses and provisions in these terms and conditions and the Purchase Order relating to NNPI.

6. STANDARD TERMS AND CONDITIONS PERTAINING TO EXPORT CONTROL

6.a DFARS 252.204-7008, REQUIREMENTS FOR CONTRACTS INVOLVING EXPORT CONTROLLED ITEMS (Refer to this clause invoked elsewhere in these terms and conditions for the applicable revision of clause and the clause in full text as modified.)

6.b(i) REPRESENTATION AND WARRANTY -Seller represents and warrants that it is either:

(1) a U.S. Person as that term is defined in the U.S. Export Laws and Regulations, or that(2) it has disclosed to Purchaser’s Representative in writing the country in which it is incorporated or otherwise organized to do business, or if a natural person,

all citizenships and U.S. immigration status. (ii) Non-U.S. Personnel. Seller shall not give any non-“U.S. Person” (includes non-U.S. entities and representatives of non-U.S. entities, regardless of nationality)

access to “Export-Controlled Items”, or provide an unauthorized Defense Service as those terms are defined in the applicable U.S. Export Laws and Regulations without the prior written consent of Purchaser and obtaining all required licenses and approvals.

Disclosure of NNPI is even more restricted (Refer to 5.a (4) and Part II). Any request for such consent must state the intended recipient’s citizenship(s), and status under 8 U.S.C. 1101 and 8 U.S.C. 1324 (the "Immigration and Naturalization Act"), and such other information as Purchaser may reasonably request.

No consent granted by Purchaser in response to Seller’s request hereunder shall relieve Seller of its obligations to comply with the provisions of U.S. Export Laws and Regulations, nor shall any such consent constitute a waiver of the requirements of U.S. Export Laws and Regulations, nor constitute consent for Seller to violate any provision of the U.S. Export Laws and Regulations.

(iii) Indemnification. Seller shall indemnify and save harmless Purchaser from and against any and all damages, liabilities, penalties, fines, costs, and expenses, including attorneys fees, arising out of claims, suit, allegations or charges of Seller’s failure to comply with the provisions of this paragraph and breach of the warranty set forth in (i) above. Any failure of Seller to comply with the requirements or any breach of the warranty contained in this paragraph shall be a material breach of this Purchase Order.

(iv) Subcontracts. The substance of this paragraph shall be incorporated into any subcontract entered into by the Seller for the performance of any part of the work under this Purchase Order.

(v) Notification . Seller will notify Buyer if any deliverable under this Contract is subject to the export control laws or regulations of Seller’s country.

6.c RESTRICTION ON ACCESS TO EXPORT-CONTROLLED EQUIPMENT AND TECHNICAL DATA BY CERTAIN EMPLOYEES.(1) Non-U.S. Personnel/Students – Seller shall not give any non-“U.S. Person” (includes non-U.S. entities and representatives of non-U.S. entities, regardless of

nationality) access to Export-Controlled Items, or provide an unauthorized Defense Service as those terms are defined in the applicable U.S. Export Laws and Regulations without:

(1) the prior written consent of the Purchaser, and(2) obtaining all required licenses and approvals. (2) Seller shall impose a similar restriction on its lower-tier subcontractors under this Order (when lower-tier subcontractors are eligible and/or approved by

Electric Boat and the U.S. Government to receive U.S. technical data).

6.d. EXPORTS, RE-EXPORTS, RE-TRANSFERS, AND SUBLICENSING.(Applies to the export, re-export, re-transfer, and sub-licensing of export-controlled defense articles and/or technical data by a subcontractor of Electric Boat or by a lower-tier subcontractor.)

No export, re-export, re-transfer, or sublicensing in performance of this Order or any subcontract hereunder, at any tier and regardless of location may be made prior to receiving:

(1) written Electric Boat approval, and (2) any required U.S. Government export authorization.

When EB, EB’s Customer, and/or U.S. Government approval is required, the Seller agrees to provide Electric Boat with the following: name of subcontractor; full address of subcontractor including their country; role of subcontractor, a list of defense articles and/or technical data to be transferred.

6.e DISCLOSURE OF EXPORT COMPLIANCE PROGRAM MANAGERSeller agrees that, upon request by Buyer, it will provide the name, address, and contact information of the person or persons responsible for the Seller’s export

compliance program governing the work under this Order in writing to the Buyer.

6.f DISCLOSURE OF SOURCE(S) AND MANUFACTURER(S) OF COMMODITIES OR ITEMS TO BE DELIVERED OR PROVIDED, “CERTIFICATION OF SUBCONTRACTOR ELIGIBILITY TO EXPORT” AND NOTIFICATION OF EXPORT RESTRICTIONS

(1) Seller agrees that, upon written request by the Buyer, Seller will provide the source and manufacturer of commodities or items to be delivered or otherwise provided in performance of this subcontract. This information may be required to facilitate Export licensing.

(2) Seller further agrees that, upon written request of the Buyer, Seller will provide a written “Certification of Subcontractor Eligibility to Export” to the Buyer. This will include:





(1) a statement that Seller screened the subcontractor and verified it is not debarred, suspended, proposed for debarment, or is otherwise ineligible to receive a U.S. Government contract or subcontract or ineligible for export privileges.

(2) A statement that Seller verified the source and/or manufacturer’s U.S. State Department registration as a manufacturer or exporter of “defense articles”, if applicable.

Notification – Seller agrees to notify Buyer in writing in a timely manner if it considers that it will not be able to comply with Buyer’s written request and provide

reasons for its assertion in writing.(3) Seller further agrees to notify EB if any deliverable under this Purchase Order is restricted by export control laws or regulations, and, upon request of the

Buyer, to provide, in writing, the USML Category Number or the Export Control Classification Number (ECCN) of such deliverable(s).

6.g. Where seller is a signatory on an export license or export agreement with or for Electric Boat Corporation (e.g., TAA, MLA)Where Seller is a signatory for an export license or export agreement with or for Electric Boat Corporation (e.g., TAA, MLA), Seller shall: (1) provide prompt notification to Buyer in the event of Seller’s changed circumstances including, but not limited to, name change, merger or acquisition,

change in DDTC Registration status, debarment, a violation or potential violation of the U.S. Export Control laws, and the initiation or existence of a U.S. Government investigation, that could affect seller’s performance under this Contract.

(2) provide prompt notification to Buyer in the event of Seller’s company change of name or merger or acquisition, (3) comply with all provisions and requirements of any such export license or agreement (e.g. TAA, MLA).

6.h. IMPORTER OF RECORD; ANTI-DUMPING WARRANTY; DUTY-FREE ENTRY.(This clause applies if this purchase order/letter contract involves in any manner an import into the customs territory of the United States.)(1) Importer of Record - All imports for which EB has identified that EB will be the importer of record must be coordinated with the EB Buyer and with EB’s

Customs Broker (contact Buyer for details) prior to shipment. Failure to comply may result in the shipment being rejected or refused and returned to Seller at Seller’s expense.(2) Anti-Dumping Warranty - If elsewhere in this purchase order/letter contract, Electric Boat Corporation (“EB”) is indicated as the “importer of record”, Seller

agrees and warrants that all sales hereunder are or will be made at not less than fair value under the United States Anti-Dumping Laws (19 U.S.C. 1673 et seq.).(3) Duty-Free Entry (DFE) – Seller is to coordinate all shipments under this order with the EB Buyer. If a prospective import into the United States is eligible for

duty-free entry (DFE) due to its classification in the Harmonized Tariff Schedule of the U.S. (HTSUS) or due to a Trade Agreement, Seller is to take necessary actions to allow Buyer to obtain DFE.

If not, Seller is to refer to the Part II clause II.009 herein entitled DFARS 252.225-7013, Duty-Free Entry, and is to determine with the EB Buyer whether the prospective import into the U.S. is eligible for DFE under the DFARS clause(s).

If yes, Seller is to take actions necessary to obtain DFE under the clause. Special marking, labeling, and packaging apply.

6.i. EXPORT PROHIBITIONS – OFFSHORE PROCUREMENTS.(This clause applies if this Purchase Order/Letter Contract requires the export of unclassified technical data subject to the United States International Traffic in Arms Regulations (ITAR) (22 CFR 120 et seq.) to “foreign persons” for offshore procurement of “defense articles” under a DSP-5, Offshore Procurement license (See ITAR 124.13 .).

When this clause applies, Seller shall comply with the following requirements: 1. unless otherwise expressly directed by the Buyer in writing, the Seller agrees that it shall deliver, or have delivered, all of the defense articles to be manufactured

or produced in performance of this subcontract/letter contract/purchase order (collectively “Order”) only to the Buyer in the United States (“U.S.”) or to an agency of the U.S. Government; and

2. the technical data of U.S. origin to be used in the foreign manufacture of defense articles does not exceed that required for bid purposes on a build-to-print basis (build to print means producing an end-item (i.e., system, subsystem, or component) from technical drawings and specifications (which contain no process or know-how information) without the need for additional technical assistance). Release of supporting documentation (e.g., acceptance criteria, object code software for numerically controlled machines) is permissible. Build-to-print does not include the release of any information which discloses design methodology, engineering analysis, detailed process information or manufacturing know-how); and

3. the technical data shall be used only for the manufacture of the defense articles required by this Order or in performance of work required by this Order; and 4. the technical data shall not be disclosed to any other person or entity, except subcontractors in the same country, unless such person or entity is expressly

authorized pursuant to an approved U.S. export license or agreement and unless prior written Buyer approval has been granted. This prohibition on the further disclosure of export-controlled technical data applies to both technical data furnished by, or on behalf of, Buyer and to any such technical data incorporated in documents generated by Seller and/or Seller’s lower-tier subcontractors; and

5. neither the Seller nor any other “foreign person” or foreign entity, including Seller’s lower-tier subcontractors, may acquire any rights in the data; and6. the Seller, as well as all lower-tier subcontractors at all tiers, shall return to the Buyer in the U.S., or at the Buyer’s written direction, destroy, ALL of the technical

data exported pursuant to this Order upon fulfillment of their terms ; and7. the Seller agrees to incorporate all of the prohibitions, restrictions, and limitations of this clause in all lower-tier subcontracts between with “foreign persons” in

the approved country for manufacture of equipment and defense articles (as well as components, subcomponents, and parts thereof) for delivery pursuant to this Order, and Seller shall require its lower-tier subcontractors at all tiers to do likewise.

Seller will notify the Buyer if any deliverable under this Order is subject to the export control laws or regulations of Seller’s country.

6.j. OFFSET CREDITS, INTERNATIONAL.Unless otherwise agreed to and incorporated in writing herein, all offset benefit credits or countertrade credits resulting from this subcontract/letter

contract/purchase order, and from any lower-tier subcontracts hereunder, shall accrue solely to the benefit of, and shall be the property of, Electric Boat Corporation to be applied the offset program of EB’s choice.

Seller agrees to cooperate with EB and to assist EB in securing the applicable offset credits from the respective country government authorities.

6.k. COMMITTEE ON FOREIGN INVESTMENT IN THE UNITED STATES (CFIUS) CFIUS is an inter-agency committee authorized to review transactions that could result in control of a U.S. business by a foreign person (“covered transactions”), in order to determine the effect of such transactions on the national security of the United States. CFIUSoperates pursuant to section 721 of the Defense Production Act of 1950, as amended by the Foreign Investment and National Security Act of 2007 (FINSA) (section 721) and as implemented by Executive Order 11858, as amended, and regulations at 31 C.F.R. Part 800.





The Seller shall notify the Buyer in accordance with the clause herein entitled “Notification of Foreign Ownership or Foreign Place of Performance” and shall comply with all requirements and obtain all approvals that may be imposed or required by the CFIUS or U.S. Government agency.

7. EXPORT CONTROL MARKING.In addition to the requirements of this paragraph, the Seller shall comply with all other requirements relative to Naval Nuclear Propulsion Information wherever

located in this Purchase Order. Seller shall place the following statement on documents containing defense technical data that is controlled by the Arms Export Control Act:

"WARNING - This document contains technical data whose export is restricted by the Arms Export Control Act (Title 22, U.S.C. Sec. 2751, et seq.) or the Export Administration Act of 1979, as amended, Title 50, U.S.C., App 2401, et seq. Violations of these export laws can result in severe criminal penalties. Disseminate in accordance with provisions of OPNAVINST 5510.161."

Seller agrees to insert in all subcontracts issued under this Purchase Order, a contract provision substantially the same as this paragraph including this sentence.

8. SAFEGUARDING INFORMATION AND TECHNICAL DATA; ACCESS CONTROL PLAN/TECHNOLOGY CONTROL PLAN; AND CERTIFICATION UNDER THE U.S./CANADA JOINT CERTIFICATION PROGRAM.It is your responsibility to comply with export control law and regulations as well as contractual requirements and to prevent unauthorized

disclosures (including visual disclosures) of export-controlled equipment and technical data. (a) Safeguarding Information and Technical Data. Electric Boat Corporation is a defense prime contractor to the U.S. Government whose core business is the design and production of vessels for the U.S. Navy.

Equipment and documentation (including, but not limited to, drawings, sketches, specifications, diagrams, models, equipment) associated with our end product, submersibles, and other business endeavors, including discussions, telecons, or any other transfer of information and technical data, whether verbal or written, and regardless of medium or whether occurring within or outside of the U.S., should be considered to be technical data for export control purposes as outlined in the International Traffic in Arms Regulations (ITAR) (22 CFR 120 et seq.).

You are solely and expressly responsible to insure that you safeguard equipment and technical data subject to export control from unauthorized disclosure and that any dissemination of such equipment and technical data is accomplished in accordance with Purchase Order requirements and applicable Government regulations. In addition, you should insure that all required licenses, agreements and other approvals (including Governmental as well as written EB consent to disclose) are obtained prior to any export or disclosure to unauthorized persons or entities or prior to any public release.

Severe civil and criminal penalties may result from failure to comply with these requirements. In addition to any other penalties that may be imposed, failure to comply shall also be a breach of this contract and grounds for termination of this Purchase Order for Default.

Refer to the Part I and Part II clauses herein addressing export control as well as those dealing with NNPI. In addition, refer to the Part III DFARS clause 252.204-7000, Disclosure of Information for additional information.

(b) Access Control Plan/Technology Control Plan (ACP/TCP). It is your responsibility to comply with export control laws and regulations as well as contractual requirements and to prevent unauthorized disclosures

(including visual disclosures) of export-controlled articles, items, and technical data.If the work you perform for EB requires or will require access to EB proprietary data, militarily critical technology and/or export-controlled technical data,

you are required to have in place a formal, written Access Control Plan/Technology Control Plan suitable to your organization.This includes policies and procedures for controlling disclosure of information to your employees, visitors, subcontractors, etc. who are not “U.S. Persons”

(as defined in the International Traffic in Arms Regulations (“ITAR”)) with a “need to know” and, for the more stringent control requirements for Naval Nuclear Propulsion Information (NNPI), those who are not “U.S. citizens” with a “need to know” for performance of the work under this Purchase Order (refer to the NNPI restrictions in these terms and conditions and OPNAVINST N9210.3 for control of NNPI). If access to NNPI is required, the clause herein entitled Protection of Naval Nuclear Propulsion Information requires that you have such safeguards, policies, and procedures.

Unless specific prior written EB and EB Customer approval has been requested by Seller and granted, no person (including one of your own employees) or entity is to be given access to militarily critical technology or technical data, including NNPI, if they are debarred, suspended, proposed for debarment, or otherwise ineligible to perform on U.S. or Canadian Government contracts or has violated U.S. export control laws.

You may not provide access to EB proprietary data, militarily critical technology and/or technical data, or NNPI to persons other than your otherwise eligible employees or other eligible persons designated by you to act on your behalf unless such access is permitted by U.S. DoD Directive 5230.25, by the cognizant U.S. Government Agency, or written authorization by EB.

An ACP/TCP is a your written documented plan developed to prevent the unauthorized export or disclosure of technical data, regardless of whether in the U.S. or abroad, to unauthorized U.S. citizens, and to any foreign concern, foreign interest, foreign national, or their representatives (U.S. citizens or otherwise), including those who are your own agents or employees. An ACP/TCP typically includes , but is not limited to, details of your company’s written policies and procedures to control and prevent unauthorized disclosure (including visual disclosure) of export controlled information, technical data, and hardware to other than “U.S. Persons” (as defined in the ITAR), including any of your own employees who are ineligible to receive it.

The ACP/TCP should demonstrate your company’s ability to appropriately secure, handle, and safeguard from unauthorized actual, potential or inadvertent release any EB proprietary data as well as any export controlled technical data and hardware to persons and other entities ineligible to receive it, including those made by you, your employees, and lower-tier subcontractors.

An ACP/TCP would likely address security measures determined necessary to reasonably prevent the possibility of inadvertent access by non-U.S. citizen employees and visitors to information for which they are not authorized. The ACP/TCP should also prescribe measures designed to assure that access by non-U.S. citizens is strictly limited to only that specific information for which appropriate Federal Government disclosure authorization has been obtained; e.g., an approved export license or technical assistance agreement. Unique badging, escort, segregated work area, security indoctrination schemes, and other measures that are appropriate to your organization should be addressed in your ACP/TCP.

NNPI - If you are eligible to receive access to Naval Nuclear Propulsion Information (NNPI) and expect to have a “need to know” for NNPI, an ACP/TCP is required. It should address the more stringent requirements for safeguarding and controlling NNPI identified in OPNAVINST N9210.3; NAVSEA 5252.227-9100, Protection of Naval Nuclear Propulsion Information, and NAVSEA 5252.227-9101, Transmission Abroad of Equipment or Technical Data Relating to the Nuclear Propulsion of Naval Ships.

If you will require access to Naval Nuclear Propulsion Information (NNPI) and are otherwise eligible to receive NNPI (Refer to OPNAVINST N9210.3, as applicable), the clause herein entitled “Protection of Naval Nuclear Propulsion Information” requires that you have such safeguards, policies and procedures. The ACP/TCP should address the more stringent controls for access to NNPI which is, in part, limited to only “U.S. citizens” with a need to know for performance of the work under this Purchase Order (see NNPI restrictions identified elsewhere in these terms and conditions and the applicable revision of OPNAVINST N9210.3).

This also assumes that the recipients of such technical data are not debarred, suspended, proposed for debarment or otherwise found by any Federal agency to be ineligible to participate in such work.

Resources: There are a number of resources for guidance in developing an ACP/TCP. Some include the U.S. State Department, Directorate of Defense Trade Controls, Website (http://www.pmddtc.state.gov/) that offers general guidelines for an export compliance program (click on “Reference Library/Site Map”, “Compliance”, “Compliance Program Guidelines”). The Defense Security Service (DSS) provides a sample Technology Control Plan (TCP) on its Web Site


http://www.pmddtc.state.gov/




You may also refer to the document entitled “Resources for Assistance in Developing an Access Control Plan/Technology Control Plan” which can be accessed on Buyer’s Web Site www.gdeb.com under “Suppliers” for additional information.

(c) Certification Under the U.S./Canada Joint Certification Program (JCP).Performance of work for EB may require you to be certified by the US/Canada Joint Certification Program (JCP), which establishes your eligibility to receive

technical data governed, in the U.S., by DoD Directive 5230.25 and, in Canada, by the Technical Data Control Regulations (TDCR). This certification is mandatory for U.S. or Canadian contractors requiring access to unclassified technical data disclosing militarily critical technology with military or space application that is under the control of, or in the possession of the U.S. Department of Defense (DoD) or the Canadian Department of National Defence (DND).

To obtain certification you must submit a DD Form 2345 to the U.S./Canada Joint Certification Office, along with a copy of the company's State/Provincial License, Incorporation Certificate, Sales Tax Identification Form or other documentation which verifies the legitimacy of the company.

The form, with instructions, is available at (http://www.dlis.dla.mil/jcp/forms/DD2345Form.pdf).

9.a. BUSINESS CONDUCT AND ETHICS. Refer also to the clauses herein entitled “Fraud and Falsification” and “FAR 52.203-13, Contractor Code of Business Ethics and Conduct”. The Purchaser has implemented a comprehensive Business Ethics and Conduct Program which is summarized in the General Dynamics Handbook entitled

“General Dynamics Standards of Business Ethics and Conduct” which is available for viewing on-line at EB’s Web Site: www.gdeb.com (click on “Suppliers”, click on “Doing Business with EB”.)

The Seller shall be familiar with this handbook and abide by its principles; in particular, Seller shall not offer any gift or gratuity to Purchaser's employees, their families, customers or their representatives in a manner inconsistent with the guidance provided in this handbook.

Seller agrees that it will adhere to similar standards of ethical behavior including developing a suitable system for identifying and reporting possible violations and agrees that it will invoke similar requirements on its lower-tier subcontractors.

Furthermore, any falsification, concealment, or alteration of any material fact, or any false, fraudulent or fictitious statement or representation in connection with the work under a Purchase Order within the jurisdiction of the Federal Government is not only prohibited by the Purchaser's policy, but may also be punishable under Federal Law. You may also refer to EB’s annual holiday letter to active suppliers which reinforces our policies.

9.b. FOREIGN CORRUPT PRACTICES ACT PROHIBITIONS (FCPA). (Applicable to both U.S. and non-U.S. persons and U.S. and non-U.S. business concerns.)

By accepting this subcontract/purchase order or by commencing work of any kind with respect to this subcontract/purchase order, the Seller certifies and represents that:

(1) it has not taken, and warrants that it will not take, any action(s) with respect to work hereunder that would cause it, the Buyer, and/or any other party to be in non-compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. 78dd-1, et seq.) (“FCPA”); and

(2) it has not made or solicited and will not make or solicit any offer, payment, promise to pay, or authorization to pay any money, gift, or anything of value to any governmental official or any political party, party official, or candidate, either directly or through an intermediary, corruptly for the purpose of influencing any official act, omission, or exercise of influence by the recipient, to assist Buyer or Seller in obtaining or retaining business.

The anti bribery provisions of the U.S. FCPA make it unlawful for a U.S. person, and certain foreign (i.e., non-U.S.) issuers of securities, to make a corrupt payment to a foreign official for the purpose of obtaining or retaining business for or with, or directing business to, any person. Since 1998, the anti-bribery provisions of the FCPA also apply to foreign firms and persons who cause, directly or through agents, an act in furtherance of such a corrupt payment to take place within the territory of the United States. In part, specifically, the anti-bribery provisions of the FCPA prohibit the willful use of the mails or any means of instrumentality of interstate commerce corruptly in furtherance of any offer, payment, promise to pay, or authorization of the payment of money or anything of value to any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to a foreign official to influence the foreign official in his or her official capacity, induce the foreign official to do or to omit to do an act in violation of his or her lawful duty, or to secure any improper advantage in order to assist in obtaining or retaining business for or with, or directing business to, any person. (Source: U.S. Dept. of Justice Web Site http://www.justice.gov/criminal/fraud/fcpa/)

Severe penalties may result from failure to comply.Flow-down Requirement - Seller shall insure that the substance of this clause is included in all lower-tier subcontracts at any tier.

9.c. COUNTERFEIT PARTS/COUNTERFEIT WORK PROHIBITION.(Also, refer to the clauses herein pertaining to Inspection and Test; Warranty; Fraud and Falsification; Reduction or Suspension of Contract Payments Upon Finding of Fraud or Falsification; and FAR 52.211-5, Material Requirements.)

(a) Definitions and Acronyms – For purposes of performance and this clause, as used hereunder:(i) “Authentic” shall mean:

(A) genuine; (B) from the legitimate source claimed or implied by the marking and design of the product offered; and (C) manufactured by, or at the behest and to the standards of, the manufacturer that has lawfully applied its name and trademark for that model/version of the material.

(ii) “Counterfeit Parts” shall mean a part, component, module, or assembly whose origin, material, source of manufacture, performance, or characteristics are misrepresented. This term includes, but is not limited to, (A) parts that have been (re)marked to disguise them or falsely represent the identity of the manufacturer, (B) defective parts and/or surplus material scrapped by the original manufacturer, and (C) previously used parts pulled or reclaimed and provided as “new”.

(iii) “Counterfeit Work” - For purposes of this clause, Work consists of those parts delivered under this contract that are the lowest level of separately identifiable items (e.g., articles, components, goods, and assemblies). “Counterfeit Work” means Work that is or contains items misrepresented as having been designed and/or produced under an approved system or other acceptable method. The term also includes approved Work that has reached a design life limit or has been damaged beyond possible repair, but is altered and misrepresented as acceptable.

(iv) “Independent Distributor” shall mean a person, business, or firm that is neither authorized nor franchised by an Original Component Manufacturer (“OCM”) to sell or distribute the OCM’s products but which purports to sell, broker, and/or distribute such OCM products. Independent Distributors are also referred to as unfranchised distributors, unauthorized distributors, and/or brokers.

(v) “OCMs” means Original Component Manufacturers.(vi) “OEMs” means Original Equipment Manufacturers.

(b) New and Authentic - The Seller represents and warrants that only new and authentic components, subcomponents, parts, material and supplies are procured, used, incorporated into, and/or delivered in performance of this order. No other material, part, or component other than a new and authentic part is to be used unless approved in advance in writing by EB.

Except, used, reconditioned, or remanufactured supplies, or unused former Government surplus property, that is authentic may be used in this subcontract performance if the Seller has proposed in writing the use of such supplies, and then only if EB and EB’s Contracting Officer or higher-tier contractor has authorized their use in writing.


http://www.justice.gov/criminal/fraud/fcpa/

http://www.gdeb.com/

http://www.dlis.dla.mil/jcp/forms/DD2345Form.pdf

http://www.dlis.dla.mil/jcp/forms/DD2345Form.pdf





SELLER must present complete and compelling support for its request and include in its request all actions to ensure the parts/components thus procured are legitimate parts. EB’s approval of Seller’s request(s) does not relieve Seller’s responsibility to comply with all order requirements, including the representations and warranties in this clause and stated elsewhere.

(c) Prohibition on Counterfeits / Purchase from OEMs/OCMs - Seller agrees and shall ensure that Counterfeit Parts or Counterfeit Work are not delivered to or incorporated into Electric Boat (“EB”) or to EB’s designee and that the Work contains no Counterfeit Parts or Counterfeit Work.

The intentional or unintentional use, incorporation, or delivery of Counterfeit Parts or Counterfeit Work is strictly PROHIBITED. This includes it being provided either as an end item deliverable or as a component or subcomponent of an end item deliverable under this

subcontract/purchase order/letter contract.To further mitigate the possibility of the inadvertent use of Counterfeit Parts or Counterfeit Work, Seller shall only purchase authentic

parts/components/products to be delivered or incorporated as Work to Buyer directly from the OCM/OEM, or through an OCM/OEM authorized distributor chain. Work shall not be acquired from independent distributors or brokers unless approved in advance in writing by Buyer.

Seller must make available to EB, at EB’s request, OEM/OCM documentation that authenticates traceability of the components to that applicable OEM/OCM.

(d) Traceability - The Seller shall maintain a system or method of item traceability that ensures tracking of the supply chain back to the manufacturer of all Electrical, Electronic, and Electromechanical (EEE) assemblies and subassemblies being delivered per this order.

(e) Conforming Material Requirement - Unless EB specifically agrees otherwise in writing (e.g., P.O. supplement; VIR disposition; etc.), the Seller shall tender to EB (or to EB’s designee) for acceptance only material, parts and supplies that have been inspected in accordance with the inspection system and have been found by the Seller to conform with all of the requirements of this subcontract/purchase order.

Counterfeit Parts and Counterfeit Work are NONCONFORMING regardless of their otherwise acceptable condition, quality, performance, functionality, and/or suitability for purpose.

(f) Termination - Providing Counterfeit Parts or Counterfeit Work shall constitute a material breach of this contract and Buyer may, at Buyer’s sole option, terminate this order for the default of the Seller.

(g) Replacement - In the event that Work delivered under this order constitutes or includes Counterfeit Parts or Counterfeit Work, Seller shall, at its expense, promptly replace such Counterfeit Work or Counterfeit Parts with genuine Work or genuine Parts conforming to the requirements of this order.

Notwithstanding any other provision in this Contract, Seller shall be liable for all costs relating to the removal and replacement of Counterfeit Work, including without limitation the Buyer’s costs of removing Counterfeit Work, of reinserting replacement Work and of any testing necessitated by the reinstallation of Work after Counterfeit Work has been exchanged.

(h) Product Impoundment and Reporting – Counterfeit Parts or Counterfeit Work identified as such and items suspected of being counterfeit shall be impounded pending reporting to the appropriate authorities and final disposition of the items. The Seller shall be liable for all costs relating to impoundment, removal, and replacement. Electric Boat may turn such items over to the appropriate authorities (e.g., without limitation, Office of Inspector General, Defense Criminal Investigative Service, Federal Bureau of Investigation, etc.) for investigation and reserves the right to withhold payment for the items pending the results of the investigation and any proceedings related to the matter. Notwithstanding any other provision of this order, the Buyer shall be under no obligation to pay for any of such items determined to be counterfeit or unacceptable.

(i) Notification Requirement – (1) Seller shall immediately notify EB in writing with the pertinent facts if Seller becomes aware or suspects that it has furnished Counterfeit Parts or Counterfeit Work. When requested by EB Seller shall provide OCM/OEM documentation that authenticates traceability of the affected items to the applicable OCM/OEM.(2) Seller shall immediately notify EB in writing if it cannot purchase or acquire authentic components, subcomponents, parts, material and supplies directly from the OCM/OEM or through an OCM/OEM authorized distributor chain.(3) Seller shall also immediately notify EB in writing if it or its subcontractors at any tier cannot maintain tracking of the supply chain back to the OCM/OEM.

(j) Rights and Remedies - This clause applies in addition to any quality provision, specification, statement of work or other provision included in this order addressing the authenticity of Work. To the extent such provisions conflict with this clause, this clause prevails.

The remedies contained in this clause are in addition to any other rights and remedies the Buyer may have at law, equity or under other provisions hereunder.

(k) Survivability – This clause shall survive the completion, expiration, or termination of this order.(l) Penalties – This purchase order and activities hereunder are within the jurisdiction of the United States Government. Any knowing and willful act to falsify,

conceal or alter a material fact, or any false, fraudulent or fictitious statement or representation in connection with the performance of work under this purchase order may be punishable in accordance with applicable Federal statutes.

(m) Indemnification - Seller agrees to indemnify EB and to hold EB harmless to the full extent of any loss, damage, or expense (including reasonable attorney’s fees), including, but not limited to, any amount withheld from EB resulting from a violation of these requirements by Seller or its subcontractors at any tier. Notwithstanding anything to the contrary stated or implied elsewhere, Seller agrees that this indemnification is NOT subject to any limitation of Seller’s liability.

(n) Flow Down Requirement - Seller shall flow the requirements of this clause or substantially equivalent requirements to its subcontractors and suppliers at any tier for the performance of this contract.

10. FRAUD AND FALSIFICATION. Refer also to the clause herein entitled “Business Conduct”. Seller shall include all provisions of the following text including this sentence in all lower-tier subcontracts under this Purchase Order.This Purchase Order is a subcontract or lower-tier subcontract under a Government prime contract. As such, activities hereunderare within the jurisdiction of the

U.S. Government. Any knowing and willful act to falsify, conceal, or alter a material fact, or any false, fraudulent or fictitious statement or representation in connection with the performance of work under this purchase order may be punishable in accordance with applicable Federal statutes.

Seller shall include the following statement preprinted on each Certificate of Conformance initiated by the Seller and provided to the Buyer in connection with this purchase order:

“NOTE: The recording of false, fictitious or fraudulent statements or entries on this document may be punishable as a felony under Federal Statute.”

Federal Law (18 USC 1001) provides, in part, as follows:“Except as otherwise provided in this section, whoever, in any matter within the jurisdiction of the executive, legislative, or judicial branch of the Government of

the United States, knowingly and willfully – (1) falsifies, conceals or covers up by any trick, scheme, or device, a material fact; (2) makes any materially false, fictitious or fraudulent statements or representations; or (3) makes or uses any false writing or document knowing the same to contain any materially false, fictitious or fraudulent statement or entry, shall be fined

under this title or imprisoned not more than 5 years, or if the offense involves international or domestic terrorism (as defined in section 2331), imnprisoned not more than 8 years, or both. …”

Seller agrees that all employees or other persons engaged in or who will be engaged in the performance of work under this Purchase Order, will be, if they have





not been previously, informed in writing of the above language and that there is a risk of Federal criminal penalties associated with any knowing and willful falsification, concealment, or misrepresentation in connection with work performed under Government contracts and subcontracts such as this Purchase Order.

Seller will make employees aware of the above prior to them commencing work under this purchase order. Any inability or unwillingness of a lower-tier supplier to comply with this provision should be documented in writing and submitted to the Purchaser.

11. REDUCTION OR SUSPENSION OF CONTRACT PAYMENTS UPON FINDING OF FRAUD OR FALSIFICATION. Refer also to the Part I clauses herein entitled “Business Conduct and Ethics” and “Fraud or Falsification” as well as the Part III clause herein entitled “FAR

52.203-10, Price or Fee Adjustment for Illegal or Improper Activity (Modified)”. (a) Seller agrees that Buyer may reduce or suspend further advance, partial or progress payments to the Seller under this Purchase Order upon a written

determination by Buyer that substantial evidence exists that the Seller’s request for advance, partial, progress, or milestone (performance based payments) payments is based on fraud, misrepresentation, or falsification. This clause is in addition to any rights or remedies available to the Buyer by law or in equity.

(b) Actions taken by the Buyer under this clause shall not constitute an excusable delay or force majeure under the “Default” clause or “Excusable Delay” clause of this Purchase Order or otherwise relieve the Seller of its obligations to perform under this Purchase Order.

12. ACCEPTANCE OF ORDER & TERMS AND CONDITIONS. This Purchase Order is Purchaser’s offer to Seller. Acceptance of this offer is strictly limited to the terms and conditions in this offer. Seller’s acknowledgement,

acceptance of payment, commencement of performance, or the delivering of services shall conclusively evidence acceptance of this offer as written and Seller’s agreement to comply with all the terms and conditions, specifications, and other documents that this Purchase Order incorporates by reference or attachment.

Award of this Purchase Order is expressly conditioned upon Seller’s agreement to all Purchase Order terms and conditions as set forth herein and in the purchase order unless the Buyer and Seller specifically agree otherwise on a case basis and such agreement to a change is incorporated into the Purchase Order in writing.

Purchaser hereby objects to any additional or different terms contained in Seller’s acceptance or in any acknowledgement of this Purchase Order. Different terms in Seller’s acceptance or acknowledgement shall not bind Buyer despite lack of objection or protest thereof by Buyer.

13. ENTIRE AGREEMENT. (a) This Purchase Order, including all references, attachments, exhibits, and supplements thereto, constitutes written confirmation of the entire agreement between

the parties. The parties shall not be bound by any other statements or understandings not set forth in this Purchase Order. (b) Changes are not binding on Buyer, unless they are in writing and authorized by the Buyer named on this Purchase Order or by another representative of

Purchaser’s Materials Management Department who are also the only persons who may authorize changes affecting price or schedule. (c) Refer also to the Changes clause and the Notification of Changes clause invoked herein.

14. ORDER OF PRECEDENCE. Any inconsistencies in this Purchase Order shall be resolved in the following order: (i) Dispositioned and properly authorized VIRs (Vendor Information Requests”),(ii) Supplements to the Purchase Order, (iii) Purchase Order exclusive of appendices, exhibits, attachments, drawings, specifications and other plans or documents, (iv) Appendices/exhibits/attachments, (v) Drawings and specifications,(vi) Other plans or documents referenced in the Purchase Order.

Seller shall immediately bring any inconsistencies to the attention of the Purchaser in writing.

15. APPLICABLE LAW/VENUE AND CHOICE OF LAW (OVERSEAS). This solicitation, letter contract, purchase order, or subcontract and all matters arising from or related to it shall be construed in accordance with and shall

be governed by the U.S. Federal laws of Government contracts (as found in appropriate Federal statutes, regulations, and decisions by the U.S. Federal Courts and Federal Boards of Contract Appeals) except to the extent such Government contract law does not cover an issue in dispute hereunder. In such event, the issue shall be governed by and construed in accordance with and resolved under the laws of the State of Connecticut, USA, without regard of the principles of conflicts of law and the venue shall be the applicable state or federal court in the State of Connecticut, USA.

This provision shall also apply to this Purchase Order if any party to this Purchase Order is a foreign entity or if this Purchase Order will be performed, in whole or in part, outside the United States.

The provisions of the “United Nations Convention on Contracts for the International Sales of Goods” shall not apply to this contract.Applicable Law for Breach of Contract Claim – United States law will apply to resolve any claim of breach of this subcontract.

16.a COMPLIANCE WITH LAWS; OBTAINING AND MAINTAINING APPROVALS; PERMITS AND LICENSES; AND WORKSITE SAFETY. (1) Compliance with Laws - In performing work under this Purchase Order, Seller shall comply with all applicable foreign or domestic laws, orders, rules,

ordinances and regulations to include but not limited to the Occupational Safety and Health and Toxic Substance Control Acts and those pertaining to import and export control and compliance.

(2) Approvals/Permits/Licenses - Except for those specifically identified in the Purchase Order as not the responsibility of the Seller, Seller agrees that it shall obtain and maintain in good standing, and shall require its lower-tier subcontractors to obtain and to maintain in good standing, all necessary and applicable approvals, permits and licenses (including export and/or import licenses, when required) required for performance of the work under this Purchase Order; pay all fees and other charges required, and shall comply with all applicable laws, codes, regulations, guidelines and directives of any local, State, and/or Federal governmental authority. They shall be obtained and maintained for as long as necessary for the satisfactory completion of the Seller’s and its subcontractor’s responsibilities under this Purchase Order.

If work is to be performed outside the U.S., this includes compliance with those of the foreign country; however, this does not authorize any breach of U.S. law to comply with foreign laws, etc. Any such potential conflicts shall immediately be brought to the attention of the Buyer.

The cost of such permits, licenses, and compliance is deemed to be included in the cost or price stated in this Purchase Order. This includes, but is not limited to, those in connection with import and export control as well as those in connection with any movement over the public

highways of overweight/over-dimensional loads and hazardous materials.Seller agrees to insert the substance of the above paragraph in all lower-tier subcontracts under this Purchase Order.(3) Indemnification - Seller agrees to indemnify and hold the Buyer harmless to the full extent of any loss, damages, and expenses, including reasonable

attorney’s fees, incurred by Buyer as a result of Seller’s or its subcontractor’s failure to obtain and maintain in good standing the required approvals, permits and licenses for which they are responsible or failure to comply with any applicable law or regulation as required in the performance of the work under this Purchase Order.

Seller shall immediately notify Buyer in writing if any permits, licenses, and/or approvals that Seller is required to obtain in performance of this Order are denied, withheld, suspended, revoked, or expired prior to completion of all work required by this Order and its terms.





(4) Access to EB Premises – Access by non-U.S. citizens to Purchaser's property/worksite is prohibited unless approved in writing by Purchaser. (5) Worksite Safety - While on Purchaser’s owned or controlled property/worksite(s), Seller, its agents, employees, and subcontractors shall comply with all of

Purchaser's safety and security rules and regulations to include but not limited to those identified in the clauses below entitled “Work on Buyer’s Owned or Controlled Premises/Property/Work Site” and “Standards of Conduct for Visitors.”

(6) Failure to Comply & Default Remedies - In addition to any other remedies Purchaser may be entitled to, Purchaser may, at its sole discretion, withoutnotice and an opportunity to cure:

(i) terminate this Purchase Order for Default, or for Convenience at the Purchaser’s sole option, if Seller is unable to obtain and maintain the necessary approvals, licenses, and/or permits, or if Seller fails to comply with any of the provisions of this clause.

Seller agrees that Buyer may terminate this purchase order for convenience if Buyer is unable to obtain and maintain any licenses, permits, or approvals (including export licenses) on behalf of itself, Seller, or others that Buyer is obligated to obtain or that Buyer has agreed to obtain on another’s behalf; or

(ii) deny access to or expel from Purchaser’s property/worksite, any employee, subcontractor or agent of Seller found violating any of the provisions of thisclause.

Failure by Seller or its subcontractors to obtain in a timely manner and to maintain all necessary approvals, permits and/or licenses when they are required shall NOT constitute an excusable delay or a force majeure and Buyer reserves the right to exercise, at its sole discretion, all rights and remedies available to it under law and in equity.

16.b EXPORT AND/OR IMPORT LICENSES, FAILURE TO OBTAIN.Failure of the United States (U.S.) Government or any other government to issue any required export or import license, or withdrawal/termination of a required

export or import license by the U.S. Government or any other government, shall relieve Buyer of its obligations under this subcontract. Provided that Seller has diligently pursued obtaining such license and, through no fault of Seller, such license has been denied, withdrawn, or terminated, Seller shall also be relieved of its obligation(s) under this subcontract. In either event, the Buyer may terminate this subcontract without additional cost or other liability.

17. WORK ON BUYER'S OWNED OR CONTROLLED PREMISES/ PROPERTY/WORKSITE. For purposes of this clause, the term “Buyer’s owned or controlled premises/property/worksite” shall also include work under this Purchase Order performed on any EB, EB Customer, and Government owned or controlled premises/property/worksite, including vessels.

(1) Non-U.S. Citizens - Access by non-U.S. citizens to Buyer’s owned or controlled premises/property/worksite is prohibited unless approved in writing by Buyer in advance. Permanent Residents (i.e., “green card” holders) are foreign nationals and not U.S. citizens.

(2) Access to EB Premises - If Seller's work under the Purchase Order involves operations by Seller on Buyer's owned or controlled premises/property/worksite, Seller, its agents, employees, and subcontractors, shall take all necessary precautions and such additional precautions as Buyer may prescribe, to prevent the occurrence of any injury to persons or damage to property during the progress of such work.

(3) Insurance - Seller shall maintain such insurance coverage, including Workers’ Compensation and, as applicable, Federal Longshore coverage and Jones Act coverage, as may be required by this Purchase Order (Refer to Part I clause entitled “Insurance”.). Failure to file the required Certificate of Insurance with Buyer may result in access to Buyer’s owned or controlled premises/property/worksite being denied. Certificates should be filed with the Buyer named on this solicitation, letter contract and/or Purchase Order 10 days prior to the start of work. Seller shall also require its agents and subcontractors to comply with this requirement. (4) Compliance with Laws, Rules, and Regulations - Seller agrees that it or its agents, employees, or subcontractors will abide by all the current statutory, regulatory or Buyer rules and regulations governing security, safety, and prohibition of alcohol and drugs while on Buyer's owned or controlled premises/property/worksite. (5) Indemnification – (Refer also to clauses herein entitled “Indemnification, Third Party”; “Indemnification – General; and “Indemnification -Government Requirements”.) Seller shall indemnify Buyer against all claims, lawsuits, judgments, settlements, liability, damage or loss (including expenses and attorney's fees) which may result in any way or arise from any act, or omission on the part of the Seller, its agents, employees, or subcontractors, in performance of work on Buyer’s owned or controlled premises/property/worksite except to the extent that such liability, damage or loss is due to the gross negligence or willful misconduct of Buyer. (6) Default - In addition to any other remedies that Buyer may be entitled to, Buyer may, without notice and an opportunity to cure: (i) terminate this Purchase Order for Default if Seller fails to comply with any of the provisions of this clause; or (ii) expel from Buyer’s owned or controlled premises/ property/worksite, any employee, subcontractor or agent of Seller found violating any of the provisions of this clause or of the clause entitled “Standards of Conduct for Visitors”.

(7) Health and Safety - In addition, regardless of where work in performance of this subcontract/letter contract/purchase order is being/is to be performed, the Seller shall take all reasonable precautions to protect the health and safety of employees; members of the Government; members of Government agencies; and of the public and to minimize danger from all hazards to life and property.

18. STANDARDS OF CONDUCT FOR VISITORS. For purposes of this clause, the term “Buyer’s owned or controlled premises” shall also include work under this Purchase Order performed on any EB, Customer, or Government owned or controlled premises/ property/worksite, including vessels.

Seller agrees that it, its agents, employees, and subcontractors will abide by the following standards which are subject to periodic revision and shall insure that these standards are provided to the aforementioned prior to any visit to Buyer’s owned or controlled premises/property/worksite. PROHIBITION ON PERSONALLY OWNED COMPUTERS, CAMERAS, CELL PHONES, SMART PHONES AND/OR PDA’s EQUIPPED WITH A

CAMERA, VIDEO OR AUDIO RECORDER CAPABILITYNeither computers nor cameras, cell phones, smart phones (e.g., “Blackberry”, etc.), and/or PDAs equipped with a camera, video or audio recorder may be

brought onto EB owned or controlled premises or, on any vessel. Certain exceptions for bringing your company-owned (not personally-owned) computer onto EB’s owned or controlled premises may apply provided prior

written EB approval has been granted. Additional EB written permissions are needed to connect to any EB network or IT (Information Technology) resource. Computer peripherals (including without limitation flash drives and thumb drives), and/or PDAs that have been approved to be brought onto EB owned or

controlled premises, may NOT be connected to any EB network or IT resource without additional prior written EB approval. Contact your EB host with questions. Personally owned PDA’s and cell phones NOT equipped with a camera, video or audio recorder may be brought onto EB owned or controlled premises but

may NOT be connected to any EB network or IT resource without additional prior written EB approval. INSPECTION - All computer peripherals (including without limitation flash drives and thumb drives), cell phones, “smart phones”, and/or PDAs (collectively

“PEDs” [Personal Electronic Devices]) that have been approved to be brought onto EB owned or controlled premises must be inspected by EB Badge Control or Gate Security and a small white sticker with the EB logo will be applied to all PEDs approved to come onto the facility.

All items brought onto EB owned or controlled premises are subject to search and/or inspection and must be surrendered, when requested. EB STANDARD CLAUSE 10-89, “CONTRACTOR SAFETY, HEALTH AND REGULATIONS MANUAL” –

The Seller and persons requiring access to EB owned or controlled premises shall comply with the requirements contained in the General Dynamics – Electric Boat document entitled, “Contractor Safety, Health and Regulations Manual”, (Revision in effect on the date of RFQ/RFP or date of award, whichever is later) which may be viewed online at EB’s Web Site www.gdeb.com (click on “Suppliers”; then “Doing Business with EB”).






The Seller’s management and project supervisors, as a minimum, agree that this document has been fully read and understood and further agree to comply with all rules and regulations set forth therein and with all OSHA regulations as applicable. They also agree to communicate these requirements to all persons requiring access on Seller’s behalf to EB owned or controlled premises.

The Seller agrees to invoke this clause on all subcontractors who may require access to EB owned or controlled premises in performance of this contract/purchase order.

Failure by the Seller or its subcontractors to comply with this clause may, at Buyer’s sole discretion, be grounds for the Buyer to terminate this contract/purchase order for default by the Seller. BACKUP ALARMS ON SUBCONTRACTOR VEHICLES Commercial vehicles (all vehicles used to perform work or provide a service on behalf of a company) in the shipyard or on other EB owned or controlled premises shall have a functional backup alarm or utilize an individual (company employee, EB employee or other) as a safety spotter when backing up. EB VISITOR CONTROL can be reached in Groton, CT at 860-433-1313 and in Quonset Point at 401-268-2470 to answer questions. VISITOR PASSES/BADGES

All visitors are required to possess and plainly display their assigned pass/badge on the upper, left front side of their body. Passes and temporary or visitor badges must be returned when exiting the Facility.

The information contained on your Visitor Pass/Badge may NOT be modified or changed except by an authorized representative of the EB Security Department.

Visitors issued "ESCORT REQUIRED" passes must always be accompanied by their assigned escort. Visitors issued "NO ESCORT REQUIRED" passes must stay within their assigned work area. Shipboard Access is NOT authorized unless indicated on the reverse side of the Visitor Pass. Uncleared visitors must be under continuous escort while

onboard. MATERIAL PASSES/COMPUTER PASSES

Material/Computer passes are required for the removal of hardware or software from the plant. Material/Computer passes must be signed by an authorized representative of EB.

No classified material may be removed without going through the Electric Boat Classified Document Control Center. Contact your EB host for assistance regarding classified matters.

SAFETY EQUIPMENT Hard hats, safety glasses, hearing protection, and other appropriate safety equipment must be worn in all posted areas.

RADIATION DOSIMETERS Radiation Dosimeters must be worn when entering posted areas.

ELECTROSTATIC DISCHARGE BRIEFING Visitors will comply with requirements of the Electrostatic Discharge Briefing, if this briefing is determined to be necessary by the visitor's Hosting Department.

PERSONAL CONDUCT Violation of the following guidelines while on Buyer's owned or controlled premises/property/worksite or onboard ships located on Buyer's owned or controlled premises/property/worksite, may result in the revocation of visitor privileges and/or immediate expulsion from EB owned or controlled premises: 1. Willful damage to, or unauthorized removal of, property belonging to Buyer, Buyer's employee, the Government, or another

visitor. 2. Disobedience or insubordination to persons in authority or failure to identify yourself upon request. 3. The possession or use of alcohol or non-prescription drugs and narcotics or entering the plant under the influence of illegal drugs or alcohol. 4. Possession of firearms, weapons, cameras, cell phones with camera capability, or any other devices with still picture, video, or

sound recording capabilities.5. Smoking at a time or place not authorized. 6. Willful violation or disregard of health, safety, security, traffic, parking lot, or other EB rules and regulations. 7. Solicitation of employees for donations or membership in organizations, circulation of petitions, sale of tickets or merchandise,

etc. without specific approval. 8. Entering Buyer's property without proper authorization or deliberately permitting another person to use your badge. 9. Gambling, lotteries, or any other games of chance. 10. Committing any acts of violence, fighting, or improper or immoral conduct.11. Violation of Governmental laws and regulations.

DEFAULT - In addition to any other remedies Buyer may be entitled to, Buyer may, without notice and an opportunity to cure: (i) terminate this Purchase Order for Default if Seller fails to comply with any of the provisions of this clause; or (ii) expel from Buyer’s owned or controlled premises/property/worksite, any employee, subcontractor or agent of Seller found violating any of the provisions of this clause or of paragraph (4) of the clause entitled “Work on Buyer’s Owned or Controlled Premises/Property/ Worksite”.

19. INDEPENDENT CONTRACTOR/NO AGENCY. Seller is an independent contractor. Seller shall: (i) have exclusive control and direction over its employees' performance of the work; and (ii) be responsible for

all payroll functions for its employees. No persons employed by Seller or Seller's subcontractors shall be deemed an employee of Purchaser for any purpose.Except as otherwise expressly set forth elsewhere herein, nothing in these terms and conditions nor the subcontract/letter contract/purchase order to which they

form a part, shall create or imply an agency relationship between the Parties hereto, nor shall they be deemed to constitute a joint venture, teaming agreement or teaming arrangement, or a partnership between the Parties.

Neither party shall have the implied or express right or authority to assume or to create any obligation on behalf of, or in the name of, the other party through its acts, omissions, or representations.

20. SITE CONDITIONS. If Seller is required to install or supervise the installation of equipment or to perform services at Purchaser's owned or controlled site(s) or its customer’s site,

Seller shall inspect the location of the work at Purchaser's owned or controlled site(s) or its customer’s site and be familiar with its condition at the time of award of this Purchase Order. In no event shall either Seller's failure to inspect the site prior to the award of this Purchase Order, or any circumstance that Seller should reasonably have discovered through such site inspection constitute a basis for any claim for increased cost or additional time for performance.

21. MERCURY EXCLUSION (NAVSEA) (Mar 1998) (Modified). Mercury or mercury containing compounds shall not be intentionally added or come in direct contact with hardware or supplies furnished under this contract.





Unless expressly identified and authorized in this purchase order, all goods, components, hardware, and/or supplies delivered under this Purchase Order shall not be, contain, or have come in direct contact with mercury, mercury compounds or with any mercury containing device employing a single boundary of containment. Mercury contamination will be cause for rejection of the goods and correction or replacement shall be at Seller’s expense.

22. POLYCHLORINATED BIPHENYLS PROHIBITION. Unless expressly identified and authorized in this purchase order, Seller shall not employ equipment or use or deliver material that is known or suspected of

containing polychlorinated biphenyls (PCBs) and EB will not accept, store or dispose of any PCBs or items containing known or suspected PCBs. PCB contamination will be cause for rejection of the goods and correction or replacement shall be at Seller’s expense.

Electric Boat does not assume any responsibilities for PCB waste management that would subject it to the requirements of a Commercial Storer of PCB Waste (as defined in 40CFR761.

22.a. RADIOACTIVE PCB WASTERadioactive PCB waste is any waste which is radioactive, as defined in NAVSEA 389-0288, “Radiological Controls for Shipyards” and which contains

polychlorinated Biphenyls (PCBs) subject to the disposal regulations of 40CFR761, promulgated under the Toxic Substances Control Act (TSCA).The contractor shall not employ equipment or material which are known or suspected of containing PCBs in the performance of radiological work under this

contract, without prior written approval from Electric Boat.To the extent practicable, radioactive materials shall not be mixed or adulterated with products which could cause the resulting waste to be subject to the

requirements of TSCA.

23. TOXIC SUBSTANCES/HAZARDOUS MATERIAL RESTRICTIONS & PROHIBITIONS. (Refer also to Part III, FAR 52.223-3; 52.223-11; and 52.223-12.) Purchaser will not accept, store or dispose of any toxic substances or hazardous material except as and to the extent, if at all, expressly provided for in this

Purchase Order. In particular, paints or primers on products required by this Purchase Order which contain the following components shall not be shipped without prior

written approval by the Purchaser: arsenic, mercury, lead, chromates, or organo-metallic material. Materials containing asbestos shall not be provided without Purchaser's prior written permission. If invoked specifications and standards permit other

materials, they shall be used in lieu of asbestos.In addition, materials which contain any of the toxic or hazardous substances as specified by OSHA 29 CFR1910.1001 – 1910.1052 are specifically

prohibited from being delivered in performance of this Purchase order unless prior written approval is granted by the Electric Boat Corporation’s Industrial Hygiene Department or unless the Purchase Order by its terms specifies the delivery of materials listed as toxic or hazardous.

For all material or items containing toxic or hazardous substances, Seller shall provide all relevant information pursuant to the Occupational Safety and Health Act (OSHA) regulations 29 CFR 1910.1200 including a completed Material Safety Data Sheet (MSDS) and the mandated labeling information.

Refer also to the clauses in these Terms and Conditions entitled FAR 52.223-3, Hazardous Material Identification and Material Safety Data and 252.223-7001, Hazard Warning Labels as well as the other clauses herein addressing packing, packaging, and labeling.

24. BRASS AND COPPER BLACK OXIDE COATED THREADED FASTENERERS. Seller shall not use brass or copper black oxide coated threaded fasteners when installing or replacing threaded fasteners in the accomplishment of any work

required by this Purchase Order.

25. PROHIBITION OF YELLOW WRAPPINGS OR PROTECTION DEVICES; RADIOACTIVE MATERIALS. (a) SELLER SHALL NOT USE YELLOW WRAPPING MATERIAL OR ATTACHED YELLOW PROTECTION DEVICES SUCH AS CAPS OR PLUGS. (b) Radioactive Materials and Materials Associated with Radioactive Material – The following items shall not be brought onto Electric Boat Corporation owned or controlled property, without prior written approval by the EB Radiological Controls Dept.:

1. Yellow plastic wrapping materials Bags Herculite Polyethylene Sheeting

2. Radioactive Material3. Radiation Measurement Equipment4. Yellow coveralls, hoods & shoe covers that could be mistaken as Anti-Contamination clothing. (Yellow rain coats are permitted.)5. Any items bearing the standard radiation symbol. (10 CFR 20.203 & ANSI N2.1)6. Any materials which convey or imply a message concerning radioactivity (e.g., signs, labels, warning ribbons, etc.)

Note: Electric Boat Corporation uses yellow/magenta mesh ribbon and yellow/magenta rope to identify radiation areas. Do not bring these into the shipyard.

26. DELIVERY SCHEDULE. Except as otherwise provided in this Purchase Order, Seller shall, at all times, proceed diligently to properly perform this Purchase Order.All delivery dates set forth on the Purchase Order are firm, unless otherwise stated therein. Seller shall not anticipate Buyer’s requirements and, unless specifically provided in the Purchase Order, Seller shall not make material commitments or production

arrangements in excess of the amount, or in advance of the time, necessary to meet the delivery schedule. Buyer shall have the right to return to Seller at Seller’s expense, goods shipped to Buyer in advance of the schedule, unless early shipment is authorized in writing

by the Buyer.In all delivery schedules established under this Purchase Order, TIME IS OF THE ESSENCE, and it is required that delivery be made in accordance with the

schedule established herein.

27. EXCESS QUANTITIES/EXTRAS. Unless otherwise specified in this Purchase Order or approved by Purchaser in writing, Seller shall not: (i) Make partial shipments of individual line items; (ii) Make shipments more than 90 days in advance; or (iii) Ship quantities in excess of those specified in this Purchase Order.

Purchaser shall have no obligation to return or pay for any quantities in excess of those specified in this Purchase Order. For all other shipments not meeting the requirements of this clause, Purchaser may return the shipment or store early deliveries at Seller's cost.





Except as otherwise provided in this Purchase Order, no payment for extras shall be made unless such extras and the price therefore have been authorized in writing by the Purchaser.

28. DELIVERY OF REQUIRED DRAWINGS, TEST REPORTS, SOFTWARE AND OTHER DATA. All drawings, procedures, manuals, forms, test reports, software (including software documentation) and other Seller provided data ("Seller Data") shall comply

with the requirements of this Purchase Order and shall be delivered to Purchaser on or before the time specified in this Purchase Order, or if no time is specified, 45 days after receipt of this Purchase Order.

Seller shall submit Seller Data to the address specified in the Purchase Order. If no address is specified or Seller is unsure of where to send the Seller Data, Seller shall contact Purchaser’s contact person identified on the face of this Purchase Order for further instructions.

Purchaser may withhold payment if Seller fails to deliver any Seller Data in accordance with the requirements of this paragraph. When furnished with the shipment, Seller shall enclose all required documents and data in the first box of the shipment and mark, CERTIFICATES AND/OR

TEST REPORTS ENCLOSED.

28.a DRAWINGS AND OTHER DATA, USE OF All the drawings, technical manuals, and other design data, including revisions thereof, required for performance of this purchase order shall be followed and used without change or deviation, unless a change thereto or a deviation therefrom is authorized in writing by the Buyer or the Government and incorporated into this purchase order or by disposition of a VIR that addresses such change or deviation. In the event that any drawing, technical manual, or item of design data, or any revision thereof, is identified by the Seller or its lower-tier subcontractor(s) as being in conflict or inconsistent with any other drawing, technical manual, or item of design data, or any revision thereof, or with any part of the requirements of this purchase order, the Seller shall not proceed with the work affected thereby, but shall refer any such conflict or inconsistency to the Buyer for resolution.

29. DISPOSITION OF DRAWINGS AND SPECIFICATIONS Unless otherwise specified, upon completion of work by Seller under this Purchase Order, Seller shall promptly return to Buyer all drawings, specifications, and

other data or papers furnished by Buyer in connection herewith together with all copies or reprints then in Seller’s possession or control, and Seller shall thereafter make no further use of any such drawings, specifications, data or papers or of any information derived from them without Buyer’s prior written consent.

This restriction does not apply in the event:(a) The Seller obtains such drawings, specifications, data, or papers, or any information derived from them legally from another source; or (b) Such drawings, specification, data, or papers are Government property and the Government, directly or indirectly, authorizes such further use by Seller.

However, nothing in this clause shall be deemed to reduce or contravene any rights in technical data or computer software that the Seller or a lower-tier subcontractor at any tier can legitimately assert under the clauses of this Purchase Order dealing with rights in technical data and/or rights in computer software and computer software documentation.

30. SHIPPING AND LABELING INSTRUCTIONS AND DELIVERIES. (Refer also to EB’s Web Site www.gdeb.com (Click on “suppliers”; click on “Purchase Order Info” for related guidance and instructions).) (a) General: Detailed information about EB requirements pertaining to: Preparing to Ship, Receiving, Labeling, Traffic and Routing Instructions, Packing,

Packaging, Mercury Contamination Notice to Vendor, and Restricted or Prohibited materials may be found on EB’s Web Site at www.gdeb.com (click on “Suppliers”, Click on “Purchase Order Info”.)

(b) Deliveries by U.S. citizens only: The Electric Boat Corporation can only allow access to EB facilities for deliveries by motor freight drivers who are citizens of the United States of America. Due to the nature of EB’s business, exceptions will not be made.

U.S. citizens who hold “dual citizenship” in another country will not be permitted access. Permanent Residents (i.e., “green card” holders) are foreign nationals and are not U.S. citizens and will not be permitted access.

Note: A driver’s license itself is not proof of citizenship. All drivers must be able to provide a birth certificate that has been embossed or stamped by thecounty of birth or a passport that proves United States of America citizenship.

(c) Asbestos Warning: Materials containing asbestos shall not be provided without Purchaser's prior written permission. Asbestos is a human carcinogen which represents a hazard to personnel handling or otherwise working with it. Any asbestos or asbestos containing material permitted to be supplied on this order must be annotated on the packing list and must be identified accordingly with appropriate OSHA approved labels or tags to inform all personnel who handle or work with the material of the potential asbestos hazard.

(d) Marking & Labeling : - Unless otherwise provided in the Purchase Order, Seller shall show the EB Purchase Order Number and ship material to the delivery point specified in the Purchase Order.

- All material supplied under this Purchase Order must be identified.- The packing list must include identification for each item, group of items, or subassembly contained in each package, box, or crate including loose or disassembled parts not identified as line items on this Purchase Order.

- If the Seller’s identification number for an item is different from the number by which it was ordered, your packing list must cross-reference the numbers. - Seller shall clearly mark each shipping package, container, crates or boxes, container label, packing list, bills of lading, express receipts, all shipping documents as well as the invoice and other correspondence and instruments in connection with this Purchase Order with the Purchase Order number (P.O. #XXXXXX-XXX), the item number, the EB Part number, and the release number, if applicable. Also include the assigned National Stock Number, when applicable.

- For container labels, Seller shall also provide the following additional information: Shipper's name and address; Consignee Name; Number of packages; Gross and net weight; and Number of pieces per carton. - When furnished with the shipment, Seller shall enclose all required documents and data in the first box of the shipment and mark, CERTIFICATES AND/OR TEST REPORTS ENCLOSED. - Government inspection forms, affidavits, etc. shall be mailed by Seller to Purchaser on the date of shipment or, in the case of services, on the date of completion.- Bills of lading, chemical and physical test reports if required, and other required documentation shall be mailed to Buyer by Seller not later than the day after shipment is made, or in the case of services, on the day after completion.

(e) Return of Containers - All containers, drums, carboys, etc. to be returned to shipper shall be shipped to Purchaser on a no-charge or consignment basis unless otherwise specified in this Purchase Order. Seller shall provide Purchaser with clear direction for their return. When required to be returned, Purchaser shall be liable for payment for only such containers as it does not return within a reasonable time given the circumstances.







(f) Toxic Substances and Hazardous Material Marking - Seller shall also mark packages and paperwork with all markings and labeling that may be required to comply with any law and regulation, including those OSHA mandated markings for shipments of material or items containing toxic or hazardous substances.

(g) Additional Export and Import Marking Requirements: If material is being exported from or imported into the U.S., additional packing and paperwork labeling may be required to comply with export/import control requirements (refer to the U.S. International Traffic in Arms Regulations and/or Export Administration Regulations, as applicable) as well as duty-free entry requirements, if applicable (refer to the Part III Duty-free Entry clause contained herein).

31. PACKING AND CRATING. (Refer also to EB standard clause 53-7.)(Note: Detailed information about EB requirements pertaining to: Preparing to Ship, Receiving, Labeling, Traffic and Routing Instructions, Packing, Packaging, Mercury Contamination Notice to Vendor, and Restricted or Prohibited materials may be found on EB’s Web Site at www.gdeb.com (click on “Suppliers”, Click on “Purchase Order Info”).)

(a) Seller shall, when practicable, ship in packages or loose pieces for unloading by a standard 4000-pound forklift truck. Unless otherwise provided in the Purchase Order, Seller's price includes all charges for packing and crating. (b) Except as noted herein, the Seller’s normal commercial preservation, packaging, and packing shall be sufficient if it:

Ensures acceptance by common carrier at lowest rate, and Affords protection against damage during shipment.

(c) The minimum packaging and packing requirements of the referenced military or federal specifications or standards apply unless otherwise specified in this Purchase Order. (d) Identical parts may be packaged separately and the package identified unless otherwise specified in the procurement specification.(e) The packing list must include identification for each item, group of items, or subassembly contained in each package, box, or crate including loose or disassembled parts not identified as line items on this Purchase Order.(f) If the Seller’s identification number for an item is different from the number by which it was ordered, your packing list must cross-reference the numbers. (g) Restrictions on packing and packaging materials – In addition to the restriction above on the use of yellow wrappings or protection devices, the following also apply:

The use of masonite as a protective, sealing or packaging material is expressly prohibited. In addition, the use of plywood, cardboard or other materials that will splinter, flake, or crumble is prohibited as protective covering for openings on fittings,

valves and components. CRES or aluminum sheet, .050 thickness or greater, or suitable plastic, is the only acceptable material for capping, sealing, or protecting opening and

machined surfaces unless otherwise approved in writing by Electric Boat on a case basis. THE USE OF STYROFOAM PACKING AND YELLOW PLASTIC WRAPPING MATERIAL IS PROHIBITED. Receipt of material packed in

Styrofoam will result in rejection and return of material at Seller’s expense and/or delays in processing through Purchaser’s Receiving/Inspection Departments and in payment of your invoice.

32. HEAVY MATERIAL. Notwithstanding other instructions, material on this order is to be packaged to facilitate forklift handling.Seller shall mark DELIVER ON FLAT BED TRAILER when shipping single articles that exceed 4000 pounds or that do not adapt to safe unloading with a standard

forklift truck (e.g., greater than seven (7) feet in length).Deliveries of such material made in open or closed top box trailers may be refused. Exemption from the foregoing instructions may be requested on a case basis

by contacting Buyer’s Traffic Administrator at 860-433-5935 or Buyer’s Receiving Department at 860-433-5240 (Groton, CT) or 401-268-2500 (Quonset Point, RI) at least 24 hours prior to the anticipated delivery.

33. DOMESTIC BARGE SHIPMENTS. All barge shipments to be made in performance of this RFQ/RFP and/or Purchase Order are to be coordinated with the EB Buyer named on this Purchase Order.

Seller shall notify the EB Buyer named on this order and Purchaser’s Traffic Administrator at 860-433-5935 at least 30 calendar days prior to shipment by domestic barge.

34. VALUE DECLARATION. Seller shall not insure for excess value via any mode of transportation. For shipments at Purchaser's risk in which freight rates are based on released value, Seller

shall declare the lowest value on the bill of lading. For shipments at Purchaser's risk via domestic air freight, air freight forwarder, and Parcel Post, Seller shall insert the notation NVD (no value declared).

35. FREIGHT CHARGES/CARRIERS/INSURANCE. Unless otherwise specified in this Purchase Order, if transportation is chargeable to the Purchaser, the Purchaser will pay freight charges and insurance. Seller

shall not insure for excess value via any mode of transportation (Refer the clause below entitled “Value Declaration”). Seller shall ship to Purchaser on a freight collect basis using Purchaser's preferred carrier. Seller is to ship material freight collect in accordance with Purchaser’s

“Traffic Routing Guide” using a Purchaser’s preferred carrier identified on its “Freight Carrier Listing”, both of which may be found on EB’s Web Site at www.gdeb.com (click on “Suppliers”, Click on “Purchase Order Info”.)

To request deviations to the above and for all shipments over 10,000 pounds, contact the Purchaser’s Traffic Department, area code (860) 433-5935, for specific routing.

Purchaser will not accept C.O.D. shipments unless expressly provided for in the Purchase Order.

36. LOSS OF OR DAMAGE TO GOODS. Unless otherwise specified in the Purchase Order, risk of loss or damage to the goods furnished by Seller under this Purchase Order shall remain with the Seller until delivery to the Buyer at the address specified in this Purchase Order or to such other destination specified by the Buyer in writing.

37. TITLE AND RISK OF LOSS (RESPONSIBILITY FOR SUPPLIES) (EB ref. only adapted, in part, from FAR 52.246-16 Responsibility for Supplies (Apr 1984), (Modified to read as shown.). For risk of loss, refer also to the Part I clause herein entitled “Loss of or Damage to Goods” and also to the appropriate Government Property clause(s). Notify Buyer of any conflicts.)(a) Title. Unless this Purchase Order including the applicable terms and conditions of purchase specifically provides for earlier passage of title, title and ownership

rights to supplies, components, materials, tooling, special test equipment, etc. acquired or furnished under this Purchase Order or for which the Seller is paid or reimbursed under this Purchase Order shall pass to the Buyer or to the Government, as applicable under Buyer’s Prime contract, upon the earliest of the following:

1. formal acceptance by Buyer, regardless of when or where the Buyer or the Government takes physical possession; or







2. the point specified in any progress payment or milestone (performance-based payment) payment clause applicable to this Purchase Order; or3. the point specified in the Buyer Furnished Tooling and Material clause applicable to this Purchase Order; or 4. the point specified in the Government Property clause applicable to this Purchase Order; or 5. the point specified in any other provision of this Purchase Order.

(b) Risk of Loss or Damage. Unless the contract specifically provides otherwise, risk of loss of or damage to supplies shall remain with the Seller until, and shall pass to the Buyer upon -

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or (2) Acceptance by the Buyer or delivery of the supplies to the Buyer at the destination specified in the Purchase Order, whichever is later, if transportation

is f.o.b. destination. Risk of loss or damage to Buyer-owned or Buyer-furnished property or to Government-Owned or Government-furnished Property provided for use inperformance of this Purchase Order or which is in Seller or its lower-tier subcontractors (when authorized in writing to be provided by Seller to a lower-tier subcontractor) custody, care, or control shall remain with Seller until delivered in good condition to Buyer, the Government, or their designee.

(c) Paragraph (b) of this clause shall not apply to supplies that so fail to conform to contract requirements as to give a right of rejection. The risk of loss of or damage to such nonconforming supplies remains with the Seller until cure or acceptance. After cure or acceptance, paragraph (b) of this clause shall apply.

(d) Under paragraph (b) of this clause, the Seller shall not be liable for loss of or damage to supplies caused by the negligence of officers, agents, or employees of the Buyer acting within the scope of their employment.

38. RESERVED

39. TITLE AND ADMINISTRATION. Unless another clause or provision of this Purchase Order provides for earlier passage of title, title and all property rights and interests resulting from this Purchase

Order shall pass directly from Seller to the Buyer or the Government, as applicable under Buyer’s prime contract, upon acceptance, regardless of when or where the Buyer or the Government takes physical possession. Payments under this Purchase Order will be made by Buyer from funds advanced by the Government and agreed to be advanced by the Navy and not from Buyer’s own assets. Administration of this Purchase Order may be transferred to the Navy or its designee, and in case of such transfer and notice thereof to Seller, Buyer shall have no further responsibilities hereunder.

40. LIENS. All material, supplies, and goods delivered; all equipment, hardware, software, and services furnished; as well as labor performed under this Purchase Order shall

be free of all liens, claims, charges and encumbrances of any kind, legal or equitable. Upon request, Seller shall furnish Purchaser with formal written releases from Seller's subcontractors. Purchaser may discharge, or cause to be discharged, any lien, claim, charge or encumbrance if Seller, at Purchaser’s request, fails to do so and Seller shall

reimburse Purchaser for the reasonable costs thereof, including attorney’s fees.

Seller agrees that if EB has provided the Seller with advance funding, milestone payments, progress payments, or other funding prior to completion of the work required by this order and delivery, as appropriate, that EB shall have a lien against Seller to the extent of such funding.

41. INSURANCE. (Refer also to the Part I clause 17 entitled “Work on Buyer’s Owned or Controlled Premises/Property/Worksite.) Prior to the commencement of work in performance of this Order, Seller shall procure and maintain at no expense to Purchaser, the policy or policies of insurance

and/or self insurance and the coverages as specified in EB Standard Clause 17-44, Insurance Requirements, (Revision in effect on the date of award of this Order) which is hereby incorporated as a requirement by reference, with the same force and effect as if invoked in full text. Standard Clause 17-44 may be accessed on EB’s Web Site www.gdeb.com (Click on “Suppliers”; click on “P.O. Standard Clauses”).

All coverages required hereunder shall be primary and not contributory to any other insurance available to Purchaser and Seller’s insurers shall provide a waiver of subrogation in favor of Purchaser for each required coverage hereunder.Evidence of such insurance shall be delivered to: ATTN: (EB BUYER NAMED ON THIS SOLICITATION, LETTER CONTRACT, AND/OR PURCHASE ORDER) ELECTRIC BOAT CORPORATION 75 EASTERN POINT ROAD GROTON, CONNECTICUT 06340 TELEPHONE (860) 433-XXXX FAX (860) 433-XXXX (Refer to solicitation or order for Buyer’s nos.)

Subcontractors: As required in S.C. 17-44, Seller shall include all subcontractors as insureds under its policies or shall furnish separate Certificates of Insurance, as stated above, for each subcontractor. All coverages for subcontractors shall be subject to all the requirements stated herein and applicable to their profession.

Insurance - Work on a Government Installation – If this subcontract/letter contract/purchase order will require access to, or work on, a Government installation, Seller shall obtain and maintain the coverage required by this subcontract and shall name the Buyer and the U.S. Government as additional insureds and, in addition, Seller shall require its lower-tier subcontractor(s) at any tier who will require access to, or work on, a Government installation to do likewise.

42. INDEMNIFICATION – GENERAL. Refer also to clauses 6.a; 9.c; 10; 16.a; 42; 43; 44; 61; 3.047; 3.057; 3.058; 401; and 402 as well as 17.(5), “WORK ON BUYER'S OWNED OR CONTROLLED PREMISES/PROPERTY/WORKSITE” invoked herein.

Seller agrees to indemnify and to hold EB harmless to the full extent of any loss, damage, or expense (including reasonable attorney's fees), including, but not limited to, any amount withheld from EB's subcontract under EB's Customer's higher-tier Government contract, resulting from a violation by Seller or its subcontractors at any tier of the terms and conditions herein and/or of this Purchase Order or of any law or regulation. Notwithstanding anything to the contrary stated or implied elsewhere, Seller agrees that this indemnification is not subject to any limitation of Seller's liability with regard to performance of work under this Purchase Order.

43. INDEMNIFICATION - GOVERNMENT REQUIREMENTS. In addition to any other remedies provided for in this Purchase Order, Seller shall indemnify and hold harmless and, if requested, defend Purchaser and its parent

and affiliates and each of their officers, directors, and employees against any claims, losses or expenses (to include reasonable attorney’s fees) for Seller's failure, in conjunction with this Purchase Order:

(a) To comply with any cost principles or Cost Accounting Standards applicable to this Purchase Order or to follow Seller's disclosed accounting practices or both; or

(b) To furnish complete, accurate or current cost or pricing data when such data were required by law or regulation: (i) In support of any TINA certification made by Purchaser to the Government or (ii) In the negotiation of this Purchase Order or any modifications thereto; or






(c) To comply with any other laws, regulations or ordinances (including those dealing with export control and compliance).

44. INDEMNIFICATION, THIRD PARTY. (a) Seller shall indemnify and hold harmless and, if requested, defend Purchaser, Purchaser’s parent and affiliates and each of their officers, directors,

employees against any claims, losses, damages, causes of action, and or expenses (to include, but not limited to, reasonable attorney’s fees) (collectively “Damages”) for: (i) All Damages, including but not limited to, property loss or damage and personal injury, disease, or death which may be sustained by Seller or by any

of its employees, agents, or subcontractors, at any tier, and (ii) All damages, including but not limited to, risk of loss or damage to property and personal injury, disease, or death which may be sustained by third

parties, Purchaser, Purchaser’s parent and affiliates, or each of their agents, employees or subcontractors, as a result of Seller's performing this Purchase Order except for claims resulting from the sole negligence of Purchaser.

(b) Nothing in the foregoing relieves any party of any its obligations to protect export controlled and other proprietary and business sensitive technical data and information from unauthorized disclosure, public release, or placement in the public domain, including by placement in unsealed court records when such protection is required. For example, without limitation, note the special control requirements for Naval Nuclear Propulsion Information (NNPI) referenced the clause herein entitled “Protection of Naval Nuclear Propulsion Information” and in OPNAVINST N9210.3.

45. NOTICE OF PRIOR WAIVERS AND DEVIATIONS. In the event the Seller is providing or proposing to provide to the Purchaser an item: (i) that has previously been provided to the Navy for inclusion as

Government Furnished Material (GFM) on a previous ship or Class of Ships, or (ii) that the Seller is developing for the Navy under this or another Government program, the Seller shall immediately notify Purchaser in writing indicating any specification differences, waivers and/or deviations that were or are in effect for the item(s).

46. NOTIFICATION OF FOREIGN OWNERSHIP OR FOREIGN PLACE OF PERFORMANCE (Also refer to clause 50.b entitled “Committee on Foreign Investment in the U.S. (CFIUS)”.) Seller shall provide Buyer written notice within ten (10) working days of the effective date of the change or of becoming aware of the prospective change,

whichever is earlier when: (i) a foreign interest acquires the power, direct or indirect, whether or not exercised, and whether or not exercisable through the ownership of Seller's securities, by contractual arrangements or other means, to direct or decide matters affecting the management or operations of Seller; or (ii) Seller relocates the place of performance, in whole or in part, outside the United States.

Seller shall also provide Buyer with written notice as described above in the event that Seller becomes aware that it is to be merged with or acquired by a foreign entity or interest, regardless of whether or not it is to be a company organized to do business under the laws of the United States.

Notification shall also be required if the Seller is a foreign entity or interest that is to be merged with or acquired by another foreign entity.

47. NOTIFICATION OF LATE DELIVERY, NOTIFICATION OF LABOR DISPUTES, AND NOTIFICATION OF OTHER DELAYS. Except as otherwise provided in this Purchase Order, Seller shall, at all times, proceed diligently to properly perform this Purchase Order. (a) Late Delivery - Seller shall provide Purchaser prompt written notice of any events that will or could cause a delay in delivery under the Purchase Order; and

(b) Labor Disputes – If the Seller has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this Purchase Order, the Seller shall immediately give written notice, including all relevant information, to the Buyer; and

(c) Other Delays - Seller shall provide Purchaser prompt written notice, including relevant information, when it has knowledge that any permits, licenses, or other approvals required for the performance of this purchase order and that are to be obtained by Seller are unable to be obtained or have expired, been cancelled, suspended, revoked, or otherwise rendered invalid.

(d) This notice shall be informational only, and shall in no way affect the rights or remedies available to Purchaser.

48. NOTIFICATION OF OWNERSHIP OR LEGAL STRUCTURE CHANGES (Refer also to additional requirements in FAR 52.215-19, Notification of Ownership Changes invoked in full text in PART IV.)

If the Seller experiences a change in its ownership or legal structure, or becomes aware that such is likely to occur, Seller shall notify Buyer in writing within ten (10) working days of the effective date of the change or of becoming aware of the prospective change, whichever is earlier.

49. RESERVED (Note: Refer to Clause P.3 for “SUBCONTRACTING AND SUBCONTRACTING RESTRICTIONS”.)

50.a. ASSIGNMENT, CHANGE OF NAME, OR NOVATION. (a) Neither this Purchase Order nor the benefits or obligations thereof shall be assigned or novated by Seller except with the prior written express consent of the

Buyer. Any such assignment or novation (i.e., transfer) of this order shall be void and shall be cause for termination of this order for default (or, for termination for convenience, at Purchaser’s sole option) unless prior written consent is granted by the Buyer.

If the Buyer consents to Seller’s request, the Seller shall execute, and when required shall also require its prospective transferee, etc. to execute, any assignment agreement, change-of-name agreement, novation agreement, and/or other appropriate documentation that is specified by, and acceptable to, the Buyer. Seller remains responsible for insuring that no unauthorized exports and/or disclosures of export-controlled equipment, hardware, and information occur.

A Change of Name by Seller does not require Purchaser’s consent. However, Seller agrees to execute an appropriate Change of Name Agreement that pertains to this purchase order when requested by Buyer.

Consent by the Purchaser to an assignment or novation of the work to be performed hereunder is not to be construed as approval for the Seller or its successor to act contrary to any applicable law(s), rule(s), regulation(s), or contract term(s) including those dealing with security and export control. Seller is to insure that there are no unauthorized disclosures of equipment, technical data, or other information subject to export control or to other limitations on distribution and that all Government and Purchaser prior written approvals required are obtained.

In the event that Seller intends to request approval to assign or novate the work hereunder, in whole or in part, Seller is to ensure that its intended assignee or transferee (under the novation agreement):

(1) is not debarred, suspended, or otherwise ineligible to receive a Federal contract or subcontract; and(2) agrees to, and is able to, fully comply with all contract terms and conditions, including those dealing with export control and control of Naval Nuclear

Propulsion Information (NNPI); and(3) is not a foreign entity or any foreign organization (including foreign subsidiaries and affiliates of the Contractor) (unless prior written approval by

Buyer; Buyer’s Customer and, when required, the U.S. Government has been granted); and(4) has developed and implemented an Access Control Plan/Technology Control Plan to prevent the unauthorized disclosure of equipment or technical

data, including the more stringent control requirements for NNPI; and





(5) by receiving the work will not increase the cost or price to the Purchaser or its customer.In addition, Seller agrees that:

(1) it shall remain liable for satisfactory performance or lack of satisfactory performance by its assignee; and(2) Seller agrees to execute any paperwork regarding the assignment that EB considers necessary to protect EB’s and/or the Government’s interests; and(3) if payment by EB is to be made directly to the assignee, that Seller authorizes EB in writing to do so and states that such payment(s) made by EB

satisfy EB’s obligations to Seller for payment for the goods or services being invoiced.(4) The seller shall not furnish or disclose to any assignee under this subcontract, any classified document, (including this subcontract) or information

related to work under this subcontract, until the Buyer and the Buyer’s Customer authorize such action in writing. (b) Seller may, however, assign its rights to be paid amounts due or to become due from EB, to a bank, trust company, or other financing institution (including any

Federal lending agency) without such prior Buyer written consent if Buyer is promptly furnished written notice; written authorization by Seller for EB to make payment to the assignee in lieu of to the Seller in satisfaction of EB’s obligation to Seller; and a signed copy of such assignment of payment. Such assignment shall be for the convenience of the Seller. Seller agrees that Buyer shall not be held liable if delays in payment result from Buyer complying with or attempting to comply with Seller’s assignment of its right to payment.

(c) Any assignment by the Seller contrary to this clause shall not be binding on Purchaser and shall be cause for termination of this Purchase Order for default of the Seller at Buyer’s sole discretion. Termination for default shall not be an exclusive remedy and shall be in addition to any other rights at law or in equity available to the Purchaser.

(d) Purchaser may assign its rights, including the right of exercise of any option(s), and its obligations under this Purchase Order or any part of this Purchase Order to the Government or to any other shipyard or entity designated by the Buyer or the Government at any time. In the event of acceptance of assignment by the Government or other assignee, Seller agrees to look solely to the Government or other assignee for payment. Buyer shall provide Seller with reasonable written notice of such assignment.

(e) Mergers and Acquisitions - If Seller has been, or expects to be, merged with or acquired by another entity (foreign or domestic), Seller’s resulting organization and ownership must:(1) still be able to perform the required work; and (2) be eligible to have access to the equipment and technical data necessary to perform, hereunder.(3) be eligible to obtain, maintain, and retain all required licenses and approvals.

Failure to satisfy this requirement shall be cause for termination of the order, at Buyer’s sole option, for default by the Seller. Notification by the Seller to the Buyer is required by clause 46 hereunder. Refer also to clause 16.b herein entitled “Export and/or Import Licenses, Failure to Obtain”.

50.b. COMMITTEE ON FOREIGN INVESTMENT IN THE UNITED STATES (CFIUS) CFIUS is an inter-agency committee authorized to review transactions that could result in control of a U.S. business by a foreign person (“covered transactions”), in order to determine the effect of such transactions on the national security of the United States. CFIUS operates pursuant to section 721 of the Defense Production Act of 1950, as amended by the Foreign Investment and National Security Act of 2007 (FINSA) (section 721) and as implemented by Executive Order 11858, as amended, and regulations at 31 C.F.R. Part 800.

The Seller shall notify the Buyer in accordance with clause 46 herein entitled “Notification of Foreign Ownership or Foreign Place of Performance” and shall comply with all requirements and obtain all approvals that may be imposed or required by the CFIUS or U.S. Government agency.

51. SUBCONTRACTOR TRAVEL AND PER DIEM COSTS. (Also. Refer to Clause II.224. TRAVEL COSTS – ALTERNATE I (NAVSEA) (DEC 2005).)

Unless agreed to in writing by the Buyer, Seller agrees that: (a) Travel and per diem costs (e.g., transportation, lodging, meals, and incidental expenses) which are to be paid to or reimbursed to Seller under this Purchase Order shall not exceed the amounts determined to be allowable by Federal Acquisition Regulation (FAR) Subpart 31.2.

(b) Costs incurred for lodging, meals and incidental expenses (M&IE) shall be considered to be reasonable and allowable only to the extent that they do not exceed on a daily basis the maximum per diem rates in effect at the time of travel as set forth in the - (i) Federal Travel Regulation (FTR) for travel in the lower 48 contiguous United States

(Note: The FTR may currently be accessed on the GSA Web Site www.gsa.gov (under “e-Tools: Online Services”); or, (ii) Joint Travel Regulations (JTR), Volume 2, Appendix A for travel in Alaska, Hawaii, Puerto Rico, and territories and “outlying areas” of the United

States (as defined in FAR part 2.101); or, (iii) Standardized Regulations (Government Civilians, Foreign Areas), Section 925, "Maximum Travel Per Diem Allowances for Foreign Areas” or

elsewhere.(c) Lodging and M&IE - Under the FTR, the per diem allowance for each day is established on the basis of the actual amount the traveler pays for lodgings plus

an allowance for Meals and Incidental Expenses (M&IE), with the total not to exceed the applicable maximum per diem rate for the location concerned. Note: Lodging taxes are not included in the CONUS per diem rate.

In accordance with the FTR section 301-11.101, the allowance for M&IE is adjusted for the first and last days of travel.As stated in the FTR section 301-11.27 (as of 9/13/07) (www.gsa.gov/ftr), in CONUS "lodging taxes paid by you are reimbursable as a miscellaneous travel

expense limited to the taxes on reimbursable lodging costs.”When this Order provides for the reimbursement of lodging costs for travel to Electric Boat in the lower 48 contiguous United States, EB will not be

obligated to reimburse any such costs in excess of the allowable FTR amount. (d) Airfare - When it is necessary to use air travel, Seller agrees that, except for special circumstances identified in FAR 31.205-46, airfare costs in excess of the

lowest priced airfare available to the Seller during normal business hours are unallowable (except as noted in FAR 31.205-46(b)) and Seller agrees that EB is not obligated to reimburse any airfare costs in excess of these allowable amounts.

(e) Receipts - Seller shall obtain and maintain receipts for audit purposes to substantiate invoiced amounts for airfare, car rental, fuel, tolls, lodging, and other allowable miscellaneous expenses being separately billed. 52. TAXES.

Seller shall pay all applicable foreign or domestic taxes, assessments or duties assessed against Seller for the goods covered by this Purchase Order prior to delivery to Purchaser, except that any applicable Connecticut sales or use tax will be paid by the Purchaser directly to the State under direct payment permit Form AU621 CT Tax Registration Number no. 8622094-000. However, direct payment by EB of Connecticut sales and use taxes on the following types of purchases are not allowed under EB’s Connecticut direct payment permit:

Tangible personnel property incorporated in new construction to real property; Meals or lodging; Motor vehicles, vessels, aircraft, and snowmobiles; Telecommunications services;


http://www.gsa.gov/ftr

http://www.gsa.gov/




Utilities (gas, electricity, and heating fuel); Purchases made with Procurement Cards (P-Cards); and Tangible personnel property consumed or incorporated in the installation, maintenance, and repair of utility mains, lines, poles, pipes, and other

facilities located within a public right of way.In such case, contact the EB Buyer named on this purchase order for more specific direction.

53. PAYMENT, INVOICES, FINAL RELEASE, & SET OFF. (Refer also to Clause 54, Payments for Time-and-Materials/Labor Hour Orders)(a) Invoices – Seller shall submit all invoices using Purchaser’s Vendor Payment Approval (“VPA”) electronic invoice submittal system. If Seller is not currently

registered with EB to use the VPA system, contact the EB Materials Management Buyer named on this purchase order for assistance in becoming registered.- Invoice submittals should include any accompanying documentation required by the purchase order.- Contact the EB Buyer with questions or for assistance.- To be acceptable, invoices submitted shall be accurate and complete and contain the information required by this Purchase Order. Unless otherwise specified

in this Purchase Order, Seller shall only invoice for acceptable items delivered, work actually performed, and/or services actually provided. - If services are being invoiced, the invoice should contain a description of the services performed; by whom, if applicable; and the work product being

delivered and/or being invoiced for.- Authorized travel expenses being invoiced should be broken down by individual; should identify the purpose of the travel; and should include the dates of

travel, destination(s), an itemization of the expenses by type and by date, and should include receipts and any other documentation required by this purchase Order.

- Invoices for payment shall be supported by such documents in such form as the Purchaser may reasonably request and shall bear such certifications as may be required by law, regulations, and this Purchase Order.

- Unless otherwise agreed by Purchaser in writing, Seller shall issue separate invoices for each shipment against this Purchase Order. (b) Payment Terms and Discounts for Prompt Payment.

(i) Discounts for prompt payment, if any, and payment terms are as specified in the purchase order. When the term “Net ____” (days) or “N/____” days is used on this order, it shall mean that payments are to be mailed by Purchaser within the number of

days specified from the date an acceptable invoice is received by the Purchaser’s Accounts Payable Department or from the date that all invoiced items are received by Purchaser, whichever is later.

Any offered discount will form a part of the award, and will be taken if Purchaser makes payment within the discount period agreed upon and identified in the Purchase Order.

(ii) In connection with any discount offered for prompt payment, notwithstanding a date specified on the invoice, time shall be computed from the date that the Purchaser receives an acceptable invoice or from the date that all invoiced items are received by Purchaser, whichever is later. For the purpose of computing the discount earned, payment by Purchaser shall be considered to have been made on the date that appears on the payment check or, for an electronic funds transfer, the specified payment date.

When the discount date falls on a Saturday, Sunday, or legal holiday when Federal offices are closed, payment may be made on the following business day. (iii) Except as otherwise expressly provided by this purchase Order, all payments are contingent on acceptance of the supplies or services by the Purchaser.

Payment shall not be conclusive of acceptance. (iv) If Purchaser does not fully pay Seller's original invoice, Seller must submit a new invoice for any remaining amounts due after Seller corrects the

deficiency that caused the partial payment. (c) Final Release – If requested by Purchaser or if required elsewhere in this Purchase Order, the Seller shall execute and deliver at the time of, and as a condition

precedent to final payment under this Purchase Order, a release discharging Purchaser, its officers, employees, and agents; and the United States of America, its officers and agents, from any and all claims, demands and liabilities whatsoever arising under or by virtue of this Purchase Order.

(d) Set-Off- Purchaser may set-off any amount(s) due from Seller to Purchaser, liquidated or unliquidated, against payments due to Seller under this or any other purchase order. For example, any credit or credit memo from Seller may be set-off against any amounts payable by Purchaser and the net amount remitted.

54. PAYMENTS FOR TIME-AND-MATERIALS/LABOR HOUR ORDERS. (EB Note: Adapted from FAR 52.232-7 (Aug 2005, Modified). Refer also to the clause herein entitled “PAYMENT, INVOICES, FINAL RELEASE, & SET OFF”.)Purchaser will pay Seller as follows upon the submission of proper and acceptable invoices:

(a) Hourly rate. (i) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in this Purchase Order by the number of direct labor hours performed. The rates shall include wages, indirect costs, general and administrative expense, and profit. Fractional parts of an hour shall be payable on a prorated basis. Unless otherwise specified, invoices may be submitted once each month to Purchaser. Seller shall substantiate invoices by evidence of actual payment and by individual daily job timecards, or other substantiation approved by Purchaser. (ii) Purchaser may unilaterally issue a modification requiring the Seller to withhold amounts from its billings until a reserve is set aside in an amount that the Purchaser considers necessary to protect the Purchaser's interests. Purchaser may require a withholding of 5 percent of the amounts due under this paragraph, but the total amount withheld for this Purchase Order shall not exceed $50,000. The amounts withheld shall be retained until final payment under this Purchase Order and a final release, if requested by Purchaser, has been provided. (iii) Unless otherwise specified, the hourly rates in the Purchase Order shall not be varied by virtue of Seller having performed work on an overtime basis. If no overtime rates are provided in this Purchase Order and overtime work is approved in advance by the Purchaser, overtime rates shall be negotiated. Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of this Purchase Order. If this Purchase Order provides rates for overtime, the premium portion of those rates will be reimbursable only to the extent the overtime is approved by the Purchaser.

(b) Materials and subcontracts (if specified in this Purchase Order). (i) Purchaser will determine allowable costs of direct materials in accordance with Subpart 31.2 of the Federal Acquisition Regulation (FAR) in effect on the

date of this Purchase Order. Direct materials, as used in this clause, are those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service.

(ii) Seller may include reasonable and allocable material handling costs in the charge for material to the extent they are clearly excluded from the hourly rate. Material handling costs are comprised of indirect costs, including, when appropriate, general and administrative expense allocated to direct materials in accordance with the Seller’s usual accounting practices consistent with Subpart 31.2 of the FAR.

(iii) Purchaser will reimburse Seller for supplies and services purchased directly for this Purchase Order when Seller has made payments of cash, checks, or other forms of payment for these purchased supplies or services; or will make these payments determined due in accordance with the terms and conditions of a subcontract or invoice; and ordinarily within 30 days of the submission of the Seller’s invoice to Purchaser.

(iv) Purchaser will not reimburse Seller for any costs arising from the letting, administration, or supervision of performance of the subcontract, if the costs are included in the hourly rates payable under this clause. (v) Seller shall give credit to Purchaser for cash and trade discounts, rebates, scrap, commissions, and other amounts that have accrued to the benefit of Seller, or would have accrued except for the fault or neglect of Seller. (vi) If the nature of the work to be performed requires Seller to furnish material that Seller regularly sells to the general public in the normal course of business, the price to be paid for such material, notwithstanding the other requirements of this paragraph, shall be on the basis of an established catalog or list price, in effect when the material is furnished, less all applicable discounts to 5/11/12 27 of 68 Supersedes Prior Rev 0 dated 7/13/11 NOT APPROVED FOR PUBLIC RELEASE




the Purchaser, provided that in no event shall such price be in excess of the Purchaser’s sales price to its most favored customer for the same item in like quantity, or the current market price, whichever is lower.

(c) Total Cost. It is estimated that the total cost to Purchaser for the performance of this Purchase Order shall not exceed the ceiling price set forth in the Purchase Order and the Seller agrees to use its best efforts to perform the work specified in this Purchase Order and all obligations under this Purchase Order within such ceiling price. If at any time Seller has reason to believe that the hourly rate payments and material costs that will accrue in performing this Purchase Order in the next succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 75 percent of the ceiling price in this Purchase Order, Seller shall notify Purchaser giving a revised estimate of the total price to the Purchaser for performing this Purchase Order with supporting reasons and documentation.

(d) Ceiling price. Purchaser shall not be obligated to pay Seller any amount in excess of the ceiling price in this Purchase Order, and Seller shall not be obligated to continue performance if to do so would exceed the ceiling price set forth in this Purchase Order, unless and until Purchaser shall have notified Seller in writing that the ceiling price has been increased and shall have specified in the notice a revised ceiling that shall constitute the ceiling price for performance under this Purchase Order. When and to the extent that the ceiling price set forth in this Purchase Order has been increased, any hours expended and material costs incurred by Seller in excess of the ceiling price before the increase shall be allowable to the same extent as if the hours expended and material costs had been incurred after the increase in the ceiling price.

55. REIMBURSEMENT LIMITATIONS FOR CERTAIN COSTS. If Purchaser will be reimbursing Seller for certain costs or expenses, unless prior EB written approval has been granted, Seller shall only be entitled to those

amounts determined by Purchaser to be allowable in accordance with Subpart 31.2 of the Federal Acquisition Regulation (FAR) in effect on the date ofthis Purchase Order and the terms of this Purchase Order.

If Seller is an educational institution meeting the applicable FAR requirements, then substitute Subpart “31.3” for “31.2” Any unallowable costs approved by EB must be segregated and properly identified as such when invoicing.Furthermore, Seller shall not direct charge to this Purchase Order the cost of any facility or the alteration to a facility or any item of “facilities”, including “plant

equipment”, as defined in FAR Part 45.301, Definitions, without Purchaser’s prior written consent. Refer also to the clause herein entitled “Subcontracting and Subcontracting Restrictions”.

56. RESTRICTION ON CERTAIN PAYMENTS & OVERTIME COMPENSATION (ORDERS TO WHICH THE COST PRINCIPLES AT FAR PART 31 APPLY). (Based in part on FAR 52.222-2 (Jul 1990) (Modified))

(a) Payment for Overtime Premiums. In performance of this Purchase Order, Seller shall comply with, and shall require its subcontractors to comply with, all applicable laws and regulations pertaining to compensation and payment of overtime.

Unless otherwise specified in the Purchase Order, Seller shall obtain Purchaser's written permission prior to requiring employees to perform work under this Purchase Order for which the employees will be eligible to receive overtime premium pay as defined in FAR 22.103 except that prior approval shall not be required if the overtime premium is paid for work—

(1) Necessary to cope with emergencies such as those resulting from accidents, natural disasters, breakdowns of production equipment, or occasional production bottlenecks of a sporadic nature;

(2) By indirect-labor employees such as those performing duties in connection with administration, protection, transportation, maintenance, standby plant protection, operation of utilities, or accounting;

(3) To perform tests, industrial processes, laboratory procedures, loading or unloading of transportation conveyances, and operations in flight or afloat that are continuous in nature and cannot reasonably be interrupted or completed otherwise; or

(4) That will result in lower overall costs to the Purchaser and/or Government. Any overtime premium pay that is paid to Seller's employees for work performed under this Purchase Order for which Seller has failed to obtain Purchaser's

prior written approval, except as stated above, shall be an unallowable cost under this Purchase Order. (b) Any request for estimated overtime premiums shall include all estimated overtime for Purchase Order completion and shall –

(1) Identify the work on which the requested overtime will be used, together with present workload, staffing, and other data of the affected work sufficient to permit the Purchaser to evaluate the necessity for the overtime;

(2) Demonstrate the effect that denial of the request will have on the contract delivery or performance schedule;(3) Identify the extent to which approval of overtime would affect the performance or payments in connection with other Purchaser’s purchase orders,

together with identification of each affected purchase order; and(4) Provide reasons why the required work cannot be performed by using multishift operations or by employing additional personnel.

(c) Other. Man-hour costs (whether straight-time or overtime) and transportation costs for Seller personnel or Seller's subcontractor personnel traveling to or from worksites, including travel to worksites other than the Seller's facility for performance of the work shall not be an allowable cost under this Purchase Order. The restriction on travel costs contained in the previous sentence shall apply only to payments for travel time before or after the workers' regular shifts and does not apply to legitimate travel costs incurred in performance of this Purchase Order during normal working hours, provided that those costs are otherwise reasonable, allocable, and allowable as determined in accordance with FAR Part 31 and DFARS Part 231.

Reimbursement for travel, lodging, and per diem are also subject to the clause above entitled “Subcontractor Travel and Per Diem Costs”.The restrictions on the allowability of travel costs do not apply to manufacturer's representatives when specifically required by the Purchase Order

specifications.

57. PURCHASER OR GOVERNMENT PROPERTY. (Refer to Part III FAR 52.245-1 as modified.)(a) Property furnished as-is. If Purchaser or Government property is furnished in conjunction with this Purchase Order, it shall be furnished "as is." (b) Risk of loss or damage. Unless otherwise noted in the Purchase Order, Seller shall assume the risk of, and be responsible for, any loss, destruction of or

damage to property provided to Seller by the Purchaser or the Government while such property is in Seller’s possession or control. Excluding property authorized to be consumed in the performance of this Purchase Order, Seller shall return such property in as good a condition as when

received except for reasonable wear and tear, or in the case of property to be overhauled or repaired, in such better condition as may be required by the terms of this Purchase Order.

(c) Other. Seller shall control and maintain Government or Purchaser furnished property in accordance with a system that meets the requirements of FAR Subpart 45.5 and DFARS Subpart 245.5 and, for Government property, the clause herein entitled Government Property. The requirements related to accounting for Purchaser or Government property shall also apply to scrap, provided, however, that Purchaser may authorize or direct Seller to omit from inventory schedules any scrap consisting of faulty castings or forgings or of cutting and processing waste, such as chips, cuttings, borings, turnings, short ends, circles, trimmings, clippings, and remnants, and to dispose of such scrap in accordance with Seller's normal practice and account for it as a part of general overhead or other reimbursable costs in accordance with Seller's established accounting procedures.

58. BUYER FURNISHED TOOLING AND MATERIAL If Buyer furnishes or pays for tooling or material, Seller agrees: (a) that all dies, tools, jigs, fixtures, designs, drawings, patterns, and any other property or special items, which the Buyer specifically pays for or which are





furnished by Buyer without charge, shall be and remain the property of Buyer or the Government; that they shall be subject to removal upon Buyer's instructions; that Seller shall be responsible for all loss or damage thereto, reasonable wear excepted, until they are delivered to Buyer; and that same shall be;

(i) appropriately segregated, marked as the property of Buyer and in the absence of specific instructions from Buyer to the contrary, numbered with the part made, in order to accurately identify same at all times,

(ii) kept in good working condition, and (iii) used exclusively for the production of goods for Buyer and subjected to no other use except with the written permission

of Buyer. Title to Buyer-owned or Buyer-furnished property shall not be affected by its incorporation into or attachment to any property not owned by them respectively, nor shall such property become a fixture or lose its identity as personal property by being attached to any real property. (b) that all material furnished by Buyer without charge hereunder shall likewise be and remain the property of Buyer; that Seller shall be responsible for all loss or damage including manufacturing errors thereto, reasonable wear excepted, until such material is delivered to Buyer; and that such material received from Buyer for the performance of this Order shall be properly segregated and marked; and upon completion, cancellation or termination of this Order, all such material, tools, etc., shall be held free of charge for six months by Seller pending instructions from Buyer; and in the absence of such instructions within the six (6) months, Seller shall be entitled after ten (10) days notice in writing to Buyer, to store same at Buyer's expense. (c) Unless otherwise specified in the Government Property clause below or in the Purchase Order, Seller shall be entitled to retain all cutting and processing waste such as chips, cuttings, borings, turnings, short ends, circles, trimmings, clippings and remnants. Seller shall make proper credit allowances to the Buyer for the scrap value of such waste in determining the price of this order.

All spoiled partially manufactured materials, parts, and assemblies including those damaged in handling shall remain as Buyer-furnished material and shall be held by Seller for disposition by Buyer. (d) The cost of transportation of Buyer-furnished material to the location of the Seller shall be paid by Buyer. (e) If Seller is furnished or acquires Government-owned property for use in connection with this order, (i) Seller shall comply with the provisions of FAR Subpart 45.5 and (ii) such Government property shall also be governed by the Government Property clause of these terms and conditions.

59. PROPRIETARY INFORMATION AND INTELLECTUAL PROPERTY. (Refer also to DFARS clauses in Part III dealing with rights in technical data and rights in non-commercial computer software.)(a) Purchaser’s Information: Except to the extent that information is clearly in the public domain, all information provided by Purchaser to Seller during the

performance of this Purchase Order and all improvements, modifications and derivations thereto shall be deemed to be the proprietary information of Purchaser. Seller agrees:

(i) to hold Purchaser's proprietary information in confidence and to protect it from release to third parties; (ii) to disclose Purchaser's proprietary information only to Seller's employees who have a need-to-know and only after they have been made aware of the

proprietary nature of the information; and (iii) to use such proprietary information solely for the purposes of performing this Purchase Order.

The restriction on release to third parties contained in this paragraph will not apply to release by the Seller to subcontractors that Seller uses in performing this Purchase Order provided the Seller includes in such subcontracts a provision substantially the same as this paragraph.

(b) Seller’s Information: Unless specified to be delivered under this Purchase Order and unless properly marked in accordance with the DFARS clauses invoked herein, Seller shall not provide or disclose any equipment, information, technical data, computer software or computer software documentation (“Information”) to Purchaser or its representatives that Seller considers to be proprietary, business sensitive, confidential, or to have limited or restricted rights.

Unless properly marked and in the absence of an appropriate written agreement to the contrary, except as stated above, no information (including knowledge or information about Seller’s products, methods, or manufacturing processes which Seller may disclose to Buyer incident to the performance of the work under this order) furnished to Purchaser (whether documentary, oral, visual or otherwise) shall be considered confidential or proprietary or require any particular handling or precaution or have any restriction on Purchaser's right to use, modify, reproduce, perform, display, release, or disclose such information in whole or in part, in any manner, and for any purpose whatsoever, and to have or authorize others to do so.

Accordingly, such Information shall be deemed to be acquired free from any restrictions and shall be deemed to have been disclosed as part of the consideration for this Purchase Order and Seller agrees not to assert any claim (other than a claim for patent infringement) against Buyer by reason of Buyer’s use or alleged use thereof. It is Seller’s responsibility to control its employees inadvertent disclosure to Buyer of Information not intended to be disclosed.

(c) Non-Incorporation of Seller’s Information: Seller shall not incorporate any patented, proprietary, business sensitive, or limited rights Information, technical data, process, hardware, or software into any

item proposed to be designed, modified, manufactured, produced, or delivered under this Purchase Order without notifying Buyer in advance and receiving Buyer’s prior written concurrence.

(d) Intellectual Property (Refer also to Clause 61 entitled “Patents and Copyrights”): (1) Seller warrants that the items, services, and work performed or delivered under this Order will not infringe or otherwise violate the intellectual property

rights of any third party in either the United States or in any foreign country.(2) Rights in Data and Inventions: In addition to the Government’s rights in data and inventions, Seller agrees that the Buyer (Electric Boat Corporation) in performance of its prime contract

and higher-tier contract obligation(s), shall have an unlimited, irrevocable, world-wide, paid-up, royalty-free right to make, have made, sell, offer for sale, use, execute, reproduce, display, perform, distribute (internally or externally) copies of, and prepare derivative, and authorize others to do any, some, or all of the foregoing, any and all, inventions, discoveries, improvements, mask works and patents as well as any and all data, copyrights, reports, and works or authorship, conceived, developed, generated or delivered in performance of this Order.

Seller certifies the originality of all deliverable items and states that no portion is protected by any copyright or similar right vested in any third party.(e) Ownership: All reports, memoranda or other materials in written form, including machine readable form, prepared by Seller pursuant to this Order and furnished to Buyer

by, or on behalf of, Seller hereunder shall become the sole property of the Buyer (Electric Boat Corporation).

60. ACCESS TO PROPRIETARY DATA OR COMPUTER SOFTWARE. 1. Performance under this Purchase Order may require that the Seller have access to technical data, computer software, or other sensitive data of another party

who asserts that such data or software is proprietary. If access to such data or software is required or to be provided, the Seller shall enter into a written agreement with such party prior to gaining access to such data or software. The agreement shall address, at a minimum,

(a) access to, and use of, the proprietary data or software exclusively for the purposes of performance of the Work required by this Purchase Order; and(b) safeguards to protect such data or software from unauthorized use or disclosure for so long as the data or software remains proprietary.

In addition, the agreement shall allow Buyer and Government or their employees the same access to such data or software, as provided to Seller. A copy ofthe executed agreement shall be provided to the Buyer. The Buyer may unilaterally modify the Purchase Order to list those third parties with which the Seller has agreement(s).





2. The Seller agrees to:(a) indoctrinate its personnel who will have access to the data or software as to the restrictions under which access is granted;(b) not disclose the data or software to another party or other Seller personnel except as authorized by the Buyer;(c) not engage in any other action, venture, or employment wherein this information will be used, other than under this Purchase Order, in any manner

inconsistent with the spirit and intent of this requirement;(d) not disclose the data or software to any other party, including, but not limited to, joint venturer, affiliate, successor, or assign of the Seller; and(e) reproduce the restrictive stamp, marking, or legend on each use of the data or software whether in whole or in part.

3. The restrictions on use and disclosure of the data and software described above also apply to such information received from the Buyer through any means to which the Seller has access in the performance of this Purchase Order that contains proprietary or other restrictive markings.

4. The Seller agrees that it will promptly notify the Buyer of any attempt by an individual, company, or Buyer representative not directly involved in the effort to be performed under this Purchase Order to gain access to such proprietary information. Such notification shall include the name and organization of the individual, company, or Buyer representative seeking access to such information.

5. The Seller shall include this requirement in subcontracts of any tier which involve access to information covered by paragraph A.

60.a SAFEGUARDING OF PROPRIETARY DATA(a) In the course of performing this subcontract the Seller may require access to and receive from any source, including the Buyer and/or the Government,

technical data originated by another business concern which is:(1) Technical Data in which the Buyer and/or the Government has limited rights,(2) Technical Data the use and disclosure of which may be properly restricted by the originator, such as technical data in a solicited or unsolicited proposal,

whether submitted by the originator to the Seller or submitted to the Buyer and/or the Government and these latter arrange to provide it to the Seller, or(3) Technical Data which is received in confidence or privileged, such as trade secrets or other proprietary data, and in each of the foregoing cases the data is

designated as restricted by an appropriate stamp, marking, or legend.The Seller will enter into agreements with the originators of such technical data not to use, duplicate, or disclose such data for any purpose other than in the

performance of this contract and containing other appropriate provisions, such as provisions for safeguarding such data and the period for which the restriction will last. A copy of each such agreement shall be furnished to the Buyer and the Seller shall make such arrangements as may be necessary to permit the Buyer to furnish it

to the Government. Unless otherwise provided in such an agreement, the Seller, for as long as such data remains restricted or proprietary in fact: (i) shall safeguard such data to the same extent as the Seller safeguards his own proprietary data, (ii) shall disclose such data only to personnel of the Buyer and Government personnel, (iii) shall reproduce the restrictive stamp, marking, or legend on each reproduction of the data, and (iv) shall utilize such data only in connection with the performance of this contract and shall not utilize such data in any product unless the Seller can establish that similar or identical data was or became public knowledge or was available from another source. Further, the Seller shall not knowingly incorporate into the contract design specification wording or drawings which would disclose such data or impose a requirement that can be met only by use of such data unless the Seller or the Buyer and/or the Government obtains the written consent of the originator to disclose such data for such purposes.

(b) Except for technical data described in subparagraph (a)(2) above of this clause, in the event that any subcontractor of any tier under this contract, whether directed or otherwise, any Corporation or affiliate of the Seller other than the Buyer, or any other business concern furnishing or making available technical data under or in connection with the performance of this contract, asserts that he is entitled to furnish such data with limited rights or that is otherwise proprietary, the Seller shall promptly notify the Buyer thereof (and the Seller shall make such arrangements as may be necessary to permit the Buyer to furnish notification to the Government) together with the factual basis for each assertion.

(c) The term “technical data” used here has the meaning set forth in paragraph (a) of the clause hereof entitled “rights in Technical Data – Noncommercial Items (DFARS 252.227-7013).”

61. PATENTS AND COPYRIGHTS. (Refer also the Part II clause entitled “Invention Rights – Special Provision” as well as the Part III clauses dealing with Patents.) Seller agrees that it will not offer to provide or provide any product or other item to Purchaser if Seller has knowledge of any alleged or actual infringement of a

patent, license, registered trademark, or copyright related to that product and will notify the Buyer in writing in such case. In addition, if Purchaser requests Seller to perform work that Seller thinks could cause Seller or Purchaser to infringe on a patent, license, registered trademark, or copyright, Seller shall notify Purchaser of the pertinent details in a timely manner and shall not proceed until the matter is resolved. In either case, Seller shall notify Buyer of the pertinent details. Except to the extent that FAR 52.227-1, Authorization and Consent, as invoked in Part III herein, may apply to an alleged patent infringement, Seller shall indemnify and hold harmless and, if requested, defend Purchaser and its customer, its officers, agents, directors, and employees against any claims, losses, costs incurred, or expenses (to include reasonable attorney’s fees) for alleged and/or actual infringement of patents, licenses, registered trademarks or copyright, arising out of Seller's performance, (including manufacture or delivery of supplies, the performance of services, or the construction, alteration, modification, or repair of real property (“construction work”) under this Purchase Order, or out of the use or disposal by or for the account of Purchaser or the Government of such supplies or construction work) brought against Purchaser or its customers as a result of such alleged and/or actual infringement.

62. ACCEPTANCE. (Refer also to the Part III and Part IV clauses herein addressing Inspection and Acceptance.)Purchaser will accept services performed and goods delivered under this Purchase Order, or give Seller notice of rejection, within a reasonable time after

completion of all required performance and deliveries, notwithstanding any prior payments made or prior tests or inspections performed. Determination of a reasonable time shall take into consideration the nature and complexity of the services performed or goods delivered, but in no event shall such time be less than forty-five (45) days. Notice of rejection may be given in any reasonable form, including but not limited to Quality Notifications, Discrepancy Reports, Inspection Reports, Engineering review sheets, annotations on Shipping Instructions or communications via telephone, e-mail, facsimile, or other correspondence.

Inspections and tests by the Buyer and/or Government do not relieve the Seller of responsibility for defects or other failures to meet Purchase Order requirements discovered before acceptance. No inspection, test, delay, failure to inspect or test, or failure to discover any defect or other nonconformance shall relieve Seller of any of its obligations under this Purchase Order or impair any rights or remedies of Purchaser or Purchaser’s customers.

63. CONTINUING TERMS AND SEVERABILITY. The Proprietary Information and indemnity clauses; the clauses dealing with Naval Nuclear Propulsion Information and export control; and any other clause or

provision contained herein or in the purchase Order that specifically identifies that it shall continue shall survive termination or cancellation of this Purchase Order. If any part, term, clause, or provision of this Purchase Order contravenes any law of a federal, state or local government having jurisdiction over this Purchase

Order, that part, term, or provision shall be inoperative in that jurisdiction, and the validity of the remaining portions or provisions shall not be affected thereby.

64. NON-WAIVER.





No waiver by Purchaser of any breach by Seller of any of its obligations shall constitute a waiver of any subsequent breach of the same or other obligations. No payment made hereunder shall be deemed an acceptance or approval of any defective or unsatisfactory material or workmanship, or a waiver of Purchaser's right to later reject the same. Purchaser's failure to insist on strict performance at any time shall not constitute a waiver by Purchaser of the requirement for strict performance by the Seller at all subsequent times. The rights and remedies provided in this agreement are in addition to others provided by law; any failure to state a right or remedy herein does not constitute a waiver of such other rights or remedies.

65. SECTION, PART, CLAUSE, PARAGRAPH, AND OTHER HEADINGS. The section, part, clause, paragraph and other headings herein are for convenience only and shall not limit in any way the scope or interpretation of any provision

or clause of this Purchase Order.

66. VENDOR INFORMATION REQUEST (VIR). Seller shall make no changes to the requirements of the Purchase Order without the prior written consent of the Purchaser. Seller may submit requests for changes to, or interpretation of, purchase order requirements, specifications or plans on Purchaser's Vendor Information Request

(VIR) Form, No. 84-01-2205 (available on EB’s Web Site www.gdeb.com, click on “suppliers”, click on “Supplier Related Forms”. If the Seller has been registered and approved to participate in the Purchaser’s SPARS (Shipyard Partners and Suppliers) program, VIRS may be submitted to EB electronically through the SPARS approved, secure Web Site at (case sensitive) https://sparsves.spars.org/ebspars/Auth. Sellers who are not eligible to receive Naval Nuclear Propulsion Information (NNPI) or other export controlled technical data will need to submit written VIRS to the EB Buyer for processing. Contact the Buyer for further information.

The SPARS system is a secure network for transmittal of unclassified data up to and including unclassified NNPI (U-NNPI). Technical data subject to export control may NOT be otherwise transmitted over the internet and failure to comply may result in severe civil and/or criminal

penalties.Nothing in the SPARS program shall be construed as relieving the Seller of any legal and contractual obligations to control and protect export controlled technical

data and sensitive information as well as the more stringently controlled Naval Nuclear Propulsion Information (NNPI) from unauthorized disclosure. Although Seller is required to only tender conforming material for Buyer acceptance, VIRS shall also be used for requests by Seller for acceptance of

nonconforming conditions. However, Buyer may elect, at its sole discretion, not to accept for processing requests for acceptance of nonconforming conditions or material. Buyer may reconsider its position if Seller provides adequate cost or schedule considerations warranting it.

Changes that affect the price or delivery schedule or both shall only be made through written modification of this Purchase Order and not by use of a VIR. A dispositioned VIR applies only to the item for which it is submitted; the resolution may not be extended to any other item under the same or another Purchase Order without Purchaser's explicit consent.

Seller’s Certification of Conformance shall include a list of any VIRs submitted against the item(s) being certified. For each VIR, the listing shall include, as a minimum, the VIR number, the date closed, and the VIR disposition. If a Certification of Conformance is not required to be provided with the shipment, Seller shall include the listing of VIRs, if any, on its packing list for the shipment.

67. BANKRUPTCY. In the event the Seller enters into proceedings relating to bankruptcy or insolvency, whether voluntary or involuntary, the Seller agrees to furnish to Purchaser, by

certified mail, written notification of the bankruptcy or insolvency proceeding. This notification shall be furnished within five days of the initiation of such proceedings, and shall include the date of filing, the identity of the court in which the petition was filed, and a listing of all of Purchaser's orders against which final payment has not been made or under which deliverable items have not been delivered. This obligation remains in effect until final payment under this Purchase Order.

68. SUSPENSION OF WORK. (Refer also to the PART IV Clause entitled “Stop Work Order”) Purchaser may, by written notice, suspend work under this Purchase Order at any time. Upon receipt of such notice, Seller shall immediately comply with its

terms and, during the work suspensions, take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the suspension notice. If the suspension of work ordered under this paragraph results in an increase in the time required for, or in the Seller's cost properly allocable to, the performance of any part of this Purchase Order, the Seller may request an equitable adjustment in accordance with the provisions elsewhere herein. Upon mutual agreement, when appropriate, the Purchaser shall make an equitable adjustment in the delivery schedule or Purchase Order price or both. Seller shall assert its right to an adjustment no later than 20 calendar days after the work suspension is lifted.

69. DISPUTES. (i) The parties will attempt to settle in good faith all disputes arising under, or relating to, the Purchase Order. The parties will attempt to resolve the matter at the

lowest practicable level and, if the representatives can not resolve the dispute, they will refer the matter to appropriate levels of their respective managements. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Applicable Law/Venue”.

Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. (ii) Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also

related to this Purchase Order, said decision, if binding upon Purchaser under the prime contract, shall in turn be binding upon Purchaser and Seller insofar as it relates to this Purchase Order. If Purchaser elects to appeal such a decision pursuant to the “Disputes” clause in Purchaser’s prime contract, any decision from such an appeal, if binding upon Purchaser under the prime contract, shall in turn be binding upon Purchaser and Seller insofar as it relates to this Purchase Order.

(iii) Pending final resolution of any decision, appeal, or judgment of any proceedings relating to this Purchase Order, or the settlement of any dispute arising under this Purchase Order, Seller shall proceed diligently with the performance of this Purchase Order.

70. COMPUTER SOFTWARE AND DATABASES/ANTI-VIRUS WARRANTY. The Seller shall test all computer software and/or databases, as defined in the clause entitled Rights in Noncommercial Computer Software and Noncommercial

Computer Software Documentation (DFARS 252.227-7014), for computer viruses before delivery of such software and/or databases in any medium or in any system. All software and/or databases delivered by Seller shall contain no known viruses that are detectable with the latest version of commercially available virus detection software.

Software and hardware provided by the Seller under this order shall not contain computer viruses or other malicious software. In fulfilling the terms of this order, the Seller agrees to take precautions to avoid conveying computer viruses or other malicious software to the Buyer. Specifically, all computer files, disks, memories, or other media provided by the Seller to the Buyer (other than third party supplier software in its original, unopened packaging materials) will be checked by the Seller prior to delivery to the Buyer to detect and remove any computer virus or other malicious software. The virus check that is performed by Seller will include checks with current, up-to-date anti-virus software and any virus problems that are found during the check (or later found by the Buyer) will be fixed by the Seller. A statement verifying that the check has been made will be included by the Seller with the deliverable when it is delivered to the Buyer.

Seller shall test any software and/or databases received from Purchaser or Purchaser's customer for viruses prior to use in performing this Purchase Order. Seller shall provide Purchaser with immediate written notice of any viruses detected in Purchaser-provided software and/or databases.


https://sparsves.spars.org/ebspars/Auth





Unless otherwise agreed in writing, any license agreement covering the use of any computer software and/or databases delivered under this Purchase Order must be paid-up and perpetual, shall not contain any routine to disable the computer software and/or databases in the future, and shall permit transfer to Purchaser's customer. No copy-protection devices, codes, or systems shall be used that would prevent Purchaser or its customer from copying delivered software and/or data; however, a license agreement or other Purchase Order terms may specify a maximum number of copies that may be made. Any limited rights or other legend(s) permissibly applied under this Purchase Order shall be digitally included on the same media as the delivered software and/or databases, and also displayed in human-readable form on a visible surface of the media carrying the digital software and/or databases.

71. DATE/TIME PROCESSING REQUIREMENT – INFORMATION TECHNOLOGY - WARRANTY (NAVSEA) (MODIFIED). In addition to any other warranties provided by Seller under this Purchase Order, Seller warrants that each hardware, software, and firmware product

manufactured, developed, integrated, or otherwise furnished by the Seller or maintained under this Purchase Order shall be able to accurately process date data from, into, within, and between the years 1999 and 2000 and the twentieth and twenty-first centuries. The term “accurately process date data” includes but is not limited to properly calculating, comparing, and sequencing date data and properly performing leap year calculations, without fault or disruption, when Seller's products are used in accordance with the Seller’s product documentation. If the Purchase Order requires that hardware, software and firmware perform as a system, then the warranty provided by this paragraph shall apply to the system as well as to the individual hardware, software and firmware. Purchaser's remedies in the event of non-compliance with the requirements of this paragraph shall be the same as those provided in the paragraphs entitled "WARRANTIES (FIXED-PRICE ORDERS)" and "WARRANTIES (COST-REIMBURSEMENT ORDERS)."

(a) All information technology (IT), whether commercial or noncommercial, delivered under this contract that will be required to perform date/time processing involving dates subsequent to December 31, 1999, shall be Year 2000 compliant if properly installed, operated, and maintained in accordance with the contract specifications and applicable documentation. If the contract requires that specific deliverables operate together as a system, this requirement shall apply to those deliverables as a system.

(b) “Information Technology” or “IT”, as used in this requirement, means “information technology” as that term is defined at FAR 2.101, and further including those items that would otherwise be excluded by paragraph (c) of that definition. “Year 2000 compliant” (as defined at FAR 39.002) means that the IT accurately processes date/time data including, but not limited to, calculating, comparing, and sequencing) from, into, and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations, to the extent that other IT, used in combination with the IT being delivered, properly exchanges date/time data with it. The “proper exchange” of date/time data shall be in accordance with the interface requirements specification(s) of the contract.

(c) For line item deliverables which are “commercial items” (as defined at FAR 2.101), and which include commercial IT, the terms and conditions of the standard commercial warranty covering such commercial IT shall apply in addition to, and to the extent such terms and conditions are consistent with, this requirement. Any applicable commercial warranty is hereby incorporated into this contract by attachment or reference.

(d) Notwithstanding any provision to the contrary in any other warranty of this contract, or in the absence of such warranty(ies), the remedies available to the Buyer or to the Government under this requirement shall include those provided in the Inspection and Warranty clause(s) of this contract. Nothing in this requirement shall be construed to limit any rights or remedies the Buyer or the Government may otherwise have under this contract.

(e) Unless specified elsewhere in the contract, the Seller will also deliver to the Buyer a report summarizing any Year 2000 compliance testing that was performed, and the results thereof.

(f) The remedies available to the Buyer or to the Government for noncompliance with this requirement shall remain available until one hundred eighty (180) days after acceptance by the Government of the last deliverable IT item under Buyer’s prime contract (including any option exercised thereunder) that this Purchase Order is a subcontract under.

***********************************************************************************************************PART I.2 - GENERAL PROVISIONS – FIXED PRICE (Apply to fixed-price type solicitations and awards in addition to Part I.1.)

I.2 - 100 INSPECTION AND TEST (FIXED-PRICE ORDERS). (Refer also to Part IV FAR Clauses 52.246-2 and 52.246-4 modified and incorporated in full text.) Purchaser or its customer or both may inspect work in progress at all times and places. Seller, at its own expense, shall promptly rectify any defects discovered during any inspection or test. If inspection is on Seller's or Seller's suppliers' premises, Seller shall provide and require its suppliers to provide, without additional charge, reasonable facilities and assistance for the safety and convenience of the inspectors in performing their duties. Neither Purchaser's in-process inspection nor Purchaser's approval of any of Seller's drawings, procedures or other submittals shall:

(i) Constitute acceptance of any work, or (ii) Relieve Seller of complying fully with all of the requirements of this Purchase Order.

I.2 - 101 WARRANTIES (FIXED-PRICE ORDERS). Seller guarantees that all goods and services provided under this Purchase Order: (i) conform to all of the requirements of this Purchase Order; (ii) are new and of good quality; (iii) are free from defects in material and workmanship; and (iv) are of adequate size and capacity to fulfill all operating conditions specified in the Purchase Order. The warranty period shall begin upon Purchaser's acceptance of the goods or services and end eight (8) months after final acceptance by Purchaser's customer of the end product incorporating the goods or services provided by Seller under this Purchase Order. Purchaser will promptly notify Seller of possible deficiencies that arise during the warranty period. For all deficiencies that arise during the warranty period, Seller shall promptly remedy the deficiency at no cost to Purchaser. If Seller fails to remedy the deficiency within a reasonable time after having been notified of the deficiency, Purchaser may, at its option, remedy the deficiency by contract or otherwise and charge the reasonable costs to Seller. In computing the warranty period, there shall be excluded any time that a good delivered under this Purchase Order is prevented from entering service or is taken out of service on account of any warranty deficiency. These warranties shall inure to the benefit of Purchaser and Purchaser's customer. Seller shall immediately notify Purchaser’s Manager of Supplier Quality by telephone of deficiencies of which Seller becomes aware during the performance of this Purchase Order and the warranty period. Seller shall promptly follow up its telephonic notice with a letter to the Purchaser’s Contact Person identified on the face of this Purchase Order describing the deficiency and its plan for remedying it. For the purposes of this paragraph, a deficiency occurs when Seller’s goods or services fail to meet any of the performance obligations set forth in subparagraphs (i) through (iv) of this paragraph. Seller’s notice shall in no way affect the rights and remedies of Purchaser.

I.2 - 102 WARRANTY OF SUPPLIES (FIXED-PRICE ORDERS) (Adapted, in part, from FAR 52.246-17 (Jun 2003)) A. Definitions. (1) "Acceptance," as used in this clause, means the act of an authorized representative of Buyer by which Buyer assumes for itself, or as an agent of another,

ownership of existing supplies, or approves specific services as partial or complete performance of the Purchase Order. (2) "Correction," as used in this clause, means the elimination of a defect. (3) "Supplies," as used in this clause, means the end item furnished by Seller and related services required under the Purchase Order. The word does not

include "data."

B. Seller's Obligations. (1) Notwithstanding inspection and acceptance by Buyer of supplies furnished under this Purchase Order, or any condition of this Purchase Order concerning 5/11/12 32 of 68 Supersedes Prior Rev 0 dated 7/13/11 NOT APPROVED FOR PUBLIC RELEASE




the conclusiveness thereof, commencing upon Buyer’s acceptance of the supplies furnished and ending eight (8) months after final acceptance by Purchaser's customer of the end product incorporating the goods or services provided by Seller under this Purchase Order,

Seller warrants that all supplies furnished under this Purchase Order: (i) are free from defects in material or workmanship, and (ii) conform with all of the requirements of this Purchase Order; and(iii) are new and of good quality; and(iv) are of adequate size and capacity to fulfill all operating conditions specified in the Purchase Order; and(v) the supplies furnished hereunder, if of Seller's design, shall meet all of the performance requirements of this Order and be suitable for the purpose

intended; and(vi) the preservation, packaging, packing, and marking, and the preparation for, and method of, shipment of such supplies will conform with the requirements

of this Purchase Order; and (vii) as of date of delivery, except for commercial items manufactured or produced by third parties outside of Seller’s control, items manufactured or produced

by Seller do not infringe on any Patent, Copyright, License, or other intellectual property protection. (2) For all deficiencies that arise during the warranty period, Seller shall promptly remedy the deficiency at no cost to Purchaser.

When return, correction, or replacement is required, transportation charges and responsibility for the supplies while in transit shall be borne by Seller. However, Seller's liability for the transportation charges shall not exceed an amount equal to the cost of transportation by the usual commercial method of shipment between the place of delivery specified in this Purchase Order and Seller's plant, and return. (3) Any supplies or parts thereof, corrected or furnished in replacement under this clause, shall also be subject to the terms of this clause to the same extent as supplies initially delivered. The warranty, with respect to supplies or parts thereof, shall be equal in duration to that in paragraph B.(1) of this clause and shall run from the date of delivery of the corrected or replaced supplies. For example, in computing the warranty period, there shall be excluded any time that a good delivered under this Purchase Order is prevented from entering service or is taken out of service on account of any warranty deficiency.

C. Remedies Available to Buyer. (1) Buyer will promptly notify Seller of possible deficiencies that arise during the warranty period. Buyer shall typically give written notice to Seller of any breach of warranties in paragraph B.(1) of this clause within 45 days after discovery of the defect or of the possible deficiency; however, Buyer may provide such notice at any time during the warranty period without loss or reduction of warranty remedies. (2) Within a reasonable time after the notice, Buyer may either: (a) Require, by written notice, the prompt correction or replacement of any supplies or parts thereof (including preservation, packaging, packing, and marking) that do not conform with the requirements of this Purchase Order within the meaning of paragraph B.(1) of this clause; or

(b) Retain such supplies and reduce the Purchase Order price by an amount equitable under the circumstances. (3) (a) If the Purchase Order provides for inspection of supplies by sampling procedures, conformance of supplies or components subject to warranty action shall be determined by the applicable sampling procedures in the Purchase Order. Buyer:

(i) May, for sampling purposes, group any supplies delivered under this Purchase Order; (ii) Shall require the size of the sample to be that required by sampling procedures specified in the Purchase Order for the quantity of supplies on

which warranty action is proposed; (iii) May project warranty sampling results over supplies in the same shipment or other supplies contained in other shipments even though all of such

supplies are not present at the point of re-inspection; provided, that the supplies remaining are reasonably representative of the quantity on which warranty action is proposed; and

(iv) Need not use the same lot size as on original inspection or reconstitute the original inspection lots.(b) Within a reasonable time after notice of any breach of the warranties specified in paragraph B.(1) of this clause, Buyer may exercise one or more of

the following options: (i) require an equitable adjustment in the Purchase Order price for any group of supplies; (ii) screen the supplies grouped for warranty action under this clause at Seller's expense and return all nonconforming supplies to Seller for

correction or replacement; (iii) require Seller to screen the supplies at locations designated by Buyer within the contiguous United States and to correct or replace all

nonconforming supplies; and(iv) return the supplies grouped for warranty action under this clause to Seller (irrespective of the F.O.B. point or the point of acceptance) for

screening and correction or replacement.(4) (a) Buyer may, at its option, by contract or otherwise, correct or replace the nonconforming supplies with similar supplies from another source and charge

to Seller the cost occasioned to Buyer thereby if Seller: (i) Cannot remedy the deficiency within a reasonable time after having been notified of the deficiency; or

(ii) Fails to make redelivery of the corrected or replaced supplies within the time established for their return; or (iii) Fails either to accept return of the nonconforming supplies or fails to make progress after their return to correct or to replace them so as to

endanger performance of the delivery schedule, and in either of these circumstances does not cure such failure within a period of 10 days (or such longer period as Buyer may authorize in writing) after receipt of notice from Buyer specifying such failure.

(b) Instead of correction or replacement by Buyer, Buyer may require an equitable adjustment of the Purchase Order price. In addition, if Seller fails to furnish timely disposition instructions, Buyer may dispose of the nonconforming supplies for Seller's account in a reasonable manner. Buyer is entitled to reimbursement from Seller, or from the proceeds of such disposal, for the reasonable expenses of the care and disposition of the nonconforming supplies, as well as for excess costs incurred or to be incurred.

(5) The rights and remedies of the Buyer provided in this clause are in addition to and do not limit any rights afforded to Buyer in under law or inequity or by any other clause of this Purchase Order. (6) These warranties shall inure to the benefit of Buyer’s successor in interest, Buyer’s Customer, or the U.S. Government.

I.2 - 103 WARRANTY OF SERVICES (FIXED-PRICE ORDERS)(Adapted, in part, from FAR 52.246-20 (May 2001)) (a) Definitions.

"Acceptance," as used in this clause, means the act of an authorized representative of the Buyer by which the Buyer assumes for itself, or as an agent of another, ownership of existing and identified supplies, or approves specific services, as partial or complete performance of the Purchase Order. "Correction," as used in this clause, means the elimination of a defect. (b) Notwithstanding inspection and acceptance by the Buyer or any provision concerning the conclusiveness thereof, the Seller warrants that all services performed under this Purchase Order will, at the time of acceptance, be free from defects in workmanship and conform to the requirements of this Purchase Order.

The Buyer shall give written notice of any defect or nonconformance to the Seller within 45 days after discovery of the defect or nonconformance; however, Buyer may provide such notice at any time during the warranty period without loss or reduction of warranty remedies.





This notice shall state either - (1) that the Seller shall correct or re-perform any defective or nonconforming services, or (2) that the Buyer does not require correction or re-performance. (c) If the Seller is required to correct or re-perform, it shall be at no cost to the Buyer, and any services corrected or re-performed by the Seller shall be subject to this clause to the same extent as work initially performed. If the Seller fails or refuses to correct or re-perform, the Buyer may, by Purchase Order or subcontract or otherwise, correct or replace with similar services and charge to the Seller the cost occasioned to the Buyer thereby, or make an equitable adjustment in the Purchase Order price. (d) If the Buyer does not require correction or re-performance, the Buyer shall make an equitable adjustment in the Purchase Order price.Except as relates to:

(1) Patent, copyright, license, or other intellectual property infringement, or(2) To other warranties by Seller specifically provided in these terms and conditions including, but not limited to, warranties provided in: (a) certification

and representations form(s) executed by the Seller and (b) in Seller’s warranty in the clause herein entitled “Year 2000 Compliance: Date/Time Processing Requirement – Information Technology” or any successor clause, or

(3) Warranties by Seller that are otherwise mutually agreed to by the parties and included in writing in the Purchase Order or any supplement thereto.

I.2 - 104 DEFAULT (Fixed Price Supply and Services) (Refer also to Part III, FAR 52.249-2 (Modified) entitled “Termination For Convenience of the Government or Buyer (Fixed Price)”)

(a)(1) Purchaser may, by written notice of default to the Seller, terminate this Purchase Order in whole or in part and without liability if Seller: (i) Fails to deliver the supplies or to perform the services within the time specified or any extension; or(ii) Fails to make progress, so as to endanger performance of this Purchase Order (but see paragraph (a)(2) below); or (iii) Fails to perform any other requirements specified in this Purchase Order (but see paragraph (a)(2) below).(iv) Fails to diligently perform the work; or (v) Ceases operations.(vi) Assigns or otherwise transfers any of its rights and obligations hereunder to any person or entity that any Federal agency has determined to be

ineligible to receive Government contracts or subcontracts; or(vii) Assigns or transfers this Purchase Order in whole or in part contrary to the requirements of the clauses herein entitled “Assignment” and

“Subcontracting and Subcontracting Restrictions”. (2) The Purchaser’s right to terminate this Purchase Order under (a)(ii) or (a)(iv) above, may be exercised if the Seller does not cure such failure within 10 days (or more if authorized in writing by the Purchaser) after receipt of the notice from the Purchaser specifying the failure. (b) If the Purchaser terminates this Purchase Order in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, supplies or services similar to those terminated, and the Seller will be liable to the Buyer for any excess costs for those supplies or services. However, the Seller shall continue to diligently perform the work not terminated. (c) Excepts for defaults of subcontractors at any tier, the Seller shall not be liable for any excess costs if the failure to perform the Purchase Order arises from causes beyond the control and without the fault of the Seller. Examples of such causes include:

1. acts of God or of the public enemy; 2. acts of the Government in either its sovereign or contractual capacity3. fires4. floods5. epidemics6. quarantine restrictions7. strikes8. freight embargoes, and9. unusually severe weather.

In each instance the failure must be beyond the control and without the fault or negligence of the Seller. (d) If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both the Seller and the subcontractor, and without the fault or negligence of either, the Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtainable from other sources in sufficient time for the Seller to meet the required delivery date. (e) If this Purchase Order is terminated for default, the Buyer may require the Seller to transfer title and deliver to the Buyer, as directed by the Buyer, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing materials” in this clause) that the Seller has specifically produced or acquired for the terminated portion of this Purchase Order. Upon direction of the Buyer, the Seller shall also protect and preserve property in its possession in which either the Buyer or the Government has an interest. (f) The Purchaser shall pay contract price for completed supplies delivered and accepted. The Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause herein. The Purchaser may withhold from these amounts any sum the Buyer determines to be necessary to protect the Buyer and/or the Government against loss because of any outstanding liens or claims of former lien holders. (g) If after termination, it is determined that the Seller was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Government or of the Purchaser, as applicable. (h) The rights and remedies of the Buyer in this clause are in addition to any other rights and remedies provided by law, in equity, or under this Purchase Order.

At the time of termination under this provision, Seller shall immediately: (i) refund to the Purchaser the total amount that has been paid to Seller, except for deliveries previously received by Purchaser in full compliance with all requirements of this Purchase Order; and (ii) at no cost to Purchaser, return all the materials supplied by Purchaser. The rights and remedies of the Purchaser provided for in this paragraph are in addition to any other rights and remedies provided by law.

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PART I.3 - GENERAL PROVISIONS – COST REIMBURSEMENT, TIME-AND-MATERIAL, AND LABOR HOUR(Apply to CR, T&M, and LH type solicitations and awards in addition to Part I.1 – General Provisions.)

I.3 - 200 INSPECTION AND TEST (COST-REIMBURSEMENT, TIME-AND-MATERIAL, AND LABOR HOUR ORDERS). (Refer also to the Part III FAR Clauses 52.246-3, Inspection of Supplies – CR; 52.246-5, Inspection of Services – CR; and 52.246-6, Inspection – Time and Material and Labor Hour.)

Purchaser or its customer or both may inspect work in progress at all times and places. Seller shall promptly rectify any defects discovered during any inspection or test for no additional fee. If inspection is on Seller's or Seller's suppliers' premises, Seller shall provide and require its suppliers to provide reasonable facilities and 5/11/12 34 of 68 Supersedes Prior Rev 0 dated 7/13/11 NOT APPROVED FOR PUBLIC RELEASE




assistance for the safety and convenience of the inspectors in performing their duties. Neither Purchaser's in-process inspection nor Purchaser's approval of any of Seller's drawings, procedures or other submittals shall: (i) constitute acceptance of any work or (ii) relieve Seller of complying fully with all of the requirements of this Purchase Order.

I.3 - 201 WARRANTIES (COST-REIMBURSEMENT ORDERS). Seller guarantees that all goods and services provided under this Purchase Order: (i) conform to all of the requirements of this Purchase Order; (ii) are new

and of good quality; (iii) are free from defects in material and workmanship; and (iv) are of adequate size and capacity to fulfill all operating conditions specified in the Purchase Order.

The warranty period shall begin upon Purchaser's acceptance of the goods or services and end eight (8) months after final acceptance by Purchaser's customer of the end product incorporating the goods or services provided by Seller under this Purchase Order. In computing the warranty period, there shall be excluded any time that a good delivered under this Purchase Order is prevented from entering service or is taken out of service on account of any warranty deficiency.

Purchaser will promptly notify Seller of possible deficiencies that arise during the warranty period. For all deficiencies that arise during the warranty period, Seller shall promptly remedy the deficiency for no additional fee. If Seller fails to remedy the deficiency within a reasonable time after having been notified of the deficiency, Purchaser may, at its option, remedy the deficiency by contract or otherwise and charge to the Seller any increased costs or make an equitable reduction in any fixed fee paid or payable under the Purchase Order.

Seller shall immediately notify Purchaser’s Manager of Supplier Quality by telephone of deficiencies of which Seller becomes aware during the performance of this Purchase Order and the warranty period. Seller shall promptly follow up its telephonic notice with a letter to the Purchaser’s Contact Person identified on the face of this Purchase Order describing the deficiency and its plan for remedying it. For the purposes of this paragraph, a deficiency occurs when Seller’s goods or services fail to meet any of the performance obligations set forth in subparagraphs (i) through (iv) of this paragraph. Seller’s notice shall in no way affect the rights and remedies of Purchaser.

These warranties shall inure to the benefit of Purchaser and Purchaser's customer.

I.3 - 202 GOVERNMENT TITLE (COST REIMBURSEMENT AND TIME & MATERIALS ORDERS). Unless another clause or provision of this Purchase Order provides for earlier passage of title, title to any property purchased by the Seller for which Seller is

or will be directly reimbursed as an item of cost under this Purchase Order shall pass to the Purchaser or the Government, as applicable under Purchaser’s prime contract, upon the use of the property in performing the requirements of this Purchase Order, or reimbursement of the cost of such property under this Purchase Order, whichever occurs first. Upon the Purchaser or the Government acquiring title to property under this paragraph, the provisions of the PURCHASER ORGOVERNMENT PROPERTY clause above shall apply to such property.

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PART II – SPECAL PROVISIONS

201. ASSIGNMENT AND USE OF NATIONAL STOCK NUMBERS (NAVSEA) (May 1993) ModifiedTo the extent that National Stock Numbers (NSNs) or preliminary NSNs are assigned by the Government for the identification of parts, pieces, items,

subassemblies or assemblies to be furnished under this Purchase Order, the Seller shall use such NSNs or preliminary NSNs in the preparation of provisioning lists, package labels, packing lists, shipping containers and shipping documents as required by applicable specifications, standards, or data item descriptions of this Purchase Order or as required by orders for spare and repair parts.

When NSNs or preliminary NSNs are required to be assigned, Seller shall request them in writing. The Buyer’s cognizant Government Contract Administration Office shall be responsible for providing the Seller such NSNs or preliminary NSNs which may be assigned and which are not already in the possession of the Seller.

202. COMMON STANDARD FOR CONDUCTING A BACKGROUND RECORDS CHECK OF NON-GENERAL DYNAMICS EMPLOYEES (This clause applies if any of the conditions of applicability stated in the clause are met.)

PolicyGeneral Dynamics’ policy is to make effective use of background checks and related screening procedures to protect its employees, assets, facilities, and computer networks. In order to determine suitability to access Company facilities or computer networks, covered non-employees are subject to background checks and related screening procedures in accordance with General Dynamics Policy.Scope of Policy1. Covered Non-Employees. The term “Covered Non-Employees” refers to all individuals who are not actively employed on the payroll of Electric Boat and

includes consultants, temporary employees, visitors, and individuals employed by contractors, subcontractors, labor suppliers, personnel agencies, vendors, or any other third party, but does not include:(a) Any individual who requires access to an Electric Boat facility or network to perform his/her duties as a civilian employee of the U. S. Government or

as an officer or enlisted member of the U. S. Military; or(b) Any employee of a contractor or subcontractor on a non-Electric Boat contract with the U. S. Government under which access to a Company facility is

required in order for the contractor or subcontractor to perform the contract.Criminal Records Checks1. Applicability. A Federal and State criminal records check satisfying the criteria listed below must be conducted for all covered non-employees before they are

allowed to have:(a) Unescorted access to operating areas of Company facilities on a regular basis. (A “Regular Basis” is defined as a period of more than 30 days in any 365-

day period.);(b) Access to one or more of the Company’s computer networks; or(c) Access to any other areas or information determined by the Company Security Department to require a criminal records check.(d) Criminal history checks shall be submitted to Electric Boat Security for review and adjudication.

2. Report Requirement.A search of Federal and State criminal records (by county if statewide data is unavailable) must be conducted for each address at which the Covered Non-Employee resided or was employed at any time in the past seven (7) years. In order to ensure that all the proper jurisdictions are checked, a preliminary address check should be run (using the social security number or immigration registration number) prior to the criminal records check. If additional or different addresses are found, then criminal records checks should be done for the appropriate states/counties for the relevant time period.

3. Exception: Covered Non-Employees are excused from the criminal records check requirements as follows:(a) Security Clearances. A criminal records check is not required for a Covered Non-Employee who holds an active U. S. Government security clearance

at or above the Secret level, provided that the affected Electric Boat Business Unit’s Security Department will reexamine the cleared status of such individual at regular intervals.





(b) Certification from Trusted Contractor. A criminal records check is not required for a Covered Non-Employee employed by a Trusted Contractor that certifies to Electric Boat in writing that a federal and state criminal background check (by county if a statewide search is unavailable) for all addresses at which the subject individual either resided or worked in the preceding seven (7) years has not revealed any derogatory information about him/her (other than minor traffic offenses). Where derogatory information is found, access will not be permitted unless the responsible Electric Boat Security Department (in conjunction with Human Resources, the Legal Department or other appropriate personnel) favorably adjudicates the subject individual’s access after conducting a review of the report containing the derogatory information (with the subject’s consent and authorization).

(c) Bonded Personnel. The Electric Boat Security Director may waive the requirement of a criminal records check where the Covered Non-Employee’s employer has bonded the Non-Employee.

Credit History Checks1. Applicability. Reports on consumer credit histories from a national credit bureau are required for Covered Non-Employees who:

(a) Have some responsibility for administration of the Company’s computer networks;(b) Have access to non-public data regarding the Company’s financial performance; or(c) Perform a function determined by the Security Director to require consumer credit history in order to protect the Company and its assets.(d) Credit history checks shall be submitted to Electric Boat Security for review and adjudication.

2. Report Requirement. A search of credit history check must be conducted for each address at which the Covered Non-Employee resided or was employed at any time in the past seven (7) years. In order to ensure that all the proper jurisdictions are checked, a preliminary address check should be run (using the social security number or immigration registration number) prior to the credit history check. If additional or different addresses are found, then credit history reports should be done for the appropriate states/counties for the relevant time period.

3. Exceptions: Covered Non-Employees are excused from the credit history check requirements as follows:(a) Security Clearances. A credit history check is not required for a Covered Non-Employee who holds an active U. S. Government security clearance at

or above the Secret level, provided that the affected Business Unit’s Security Department will reexamine the cleared status of such individual at regular intervals.

(b) Certification from Trusted Contractor. A credit history check is not required for a Covered Non-Employee employed by a Trusted Contractor that certifies in writing that a timely credit check has been performed and has not disclosed any derogatory information. Where derogatory information is found, access will not be permitted unless the responsible Security Department (in conjunction with Human Resources, the Legal Department or other appropriate personnel) favorably adjudicates the subject individual’s access after conducting a review of the report containing the derogatory information (with the subject’s consent and authorization).

(c) Bonded Personnel. The Electric Boat Security Director may waive the requirement of a credit history check where the Covered Non-Employee’s employer has bonded the Non-Employee.

Review Process as Follows:Step I – Background ChecksThe Contractor will conduct criminal records checks and/or credit history checks for “Covered Non-Employees” as set forth herein. Such information will be provided to an individual designated by Electric Boat.

Step II – AdjudicationAdjudication: An adjudication team from Electric Boat will then deliberate and make decisions regarding derogatory information received through the background check process.Reporting Procedure: Trusted Contractors will provide a screen print of the background checks via e-mail. The following address is to be used exclusively when reporting background information: [email protected].

Any questions regarding background check requirements and the process for becoming a “Trusted Contractor” should be referred to Electric Boat Security at 860-433-1552 or may be submitted by e-mail to [email protected]. 203. NOTIFICATION OF PARTS AND ELECTRONICS OBSOLESCENCE AND/OR DISCONTINUATION OF PRODUCTION (MODIFIED)

The Buyer may in the future wish to, but makes no commitment to, acquire additional items, parts, sub-components, and/or components like those to be/being acquired under this purchase order.

The Seller shall notify the Buyer in writing in a timely manner of any obsolescence of (a) parts, sub-components, and/or components and/or of any (b) electronics in equipment, assemblies, subassemblies, parts, components or items delivered or to be delivered under this Purchase Order, whether supplied by the Seller or by the Seller’s lower-tier subcontractor(s), that are or are expected to be going out of production or that will no longer be commercially available.

To the extent practicable, Seller is to provide Buyer with a “last time buy” notice for such “end-of-life” items and components at least 12 (twelve) months prior to their anticipated date of discontinuance or unavailability.

Seller is to specifically identify those items by name or title, part number(s), function and location in the item delivered or the ship system (if known), and thename and address/location of the vendor.

The Seller shall notify the Buyer of any obsolescence in equipment, assemblies, subassemblies, parts, components or items included in performance of this purchase order, whether supplied by the Seller or by a lower-tier subcontractor, that are going out of production or will no longer be commercially available, specifically identifying those items by name or title, part number(s), function and location within the system or item that is being provided to the Buyer. Seller shall also provide the name and location of the vendor for the affected item(s).

204. NAVSEA 5252.227-9113, GOVERNMENT-INDUSTRY DATA EXCHANGE PROGRAM (Oct 2006) (MODIFIED)(Applies if this Purchase Order exceeds $500,000.) (a) The Subcontractor shall participate in the appropriate interchange of the Government-Industry Data Exchange Program (GIDEP) in accordance with NAVSEA

S0300-BU-GYD-010 dated November 1994. Data entered is retained by the program and provided to qualified participants. Compliance with this requirement shall not relieve Seller from complying with any other requirements of this Purchase Order.

(b) DELETED as not applicable(c) GIDEP materials, software and information are available without charge from:

GIDEP P.O. Box 8000 Corona, California 92878-8000 (951) 898-3207 (Ph)(951) 898-3250 (Fax) Internet: http://www.gidep.org.


http://www.gidep.org/

mailto:[email protected]

mailto:[email protected]




205. IDENTIFICATION MARKING OF PARTS Unless otherwise specified in this Purchase order, identification marking of individual parts within the systems, equipments, assemblies, subassemblies,

components, groups, sets or kits, and of spare and repair parts shall be done in accordance with the applicable specifications and drawings.To the extent identification marking of such parts is not specified in this Purchase Order or in applicable specifications or drawings, such marking shall be

accomplished in accordance with the following:(1) Parts shall be marked in accordance with generally accepted commercial practice;(2) In cases where parts are so small as to not permit identification marking as provided above, such parts shall be appropriately coded so as to permit ready

identification.

206. INVENTION RIGHTS – SPECIAL PROVISION (Applicable to Nuclear Propulsion cognizance items only.)If in the performance of this contract, the Seller invents, discovers, conceives, or first actually reduces to practice a patentable invention, the entire right, title and

interest in said invention shall be assigned to the Government, subject only to a royalty–free, non-exclusive license in the Seller to practice the same. The Seller will submit to Buyer annually a report, including negative reports, of any such patentable inventions.

207. LOGISTIC SUPPORT REQUIREMENT/MANUFACTURE OF REPAIR PARTS (a) This requirement applies whenever the contract specifications, by reference to a Military Specification or otherwise, specify repair parts or stock components

(hereinafter called “repair parts”) for a ship component or item of equipment. However, this clause is not applicable to those items commercially developed and is only applicable in those instances where the Government has government purpose rights in the item or its design.

(b) With respect to ship components or equipments manufactured other than in the United States or Canada, the Seller agrees that, in addition to any other data required by this contract, it will furnish under this contract sufficient data so that the repair parts can be reproduced in the United States or Canada unless the suppliers of the ship components or equipments shall have made arrangements satisfactory to the Buyer and approved by the Government for the manufacturing of repair parts in the United States or Canada. For the purposes of this requirement, “sufficient data” shall mean detail drawings and other technical information sufficiently extensive in detail to show design, construction, dimensions, and operation or function, manufacturing methods or processes, treatment or chemical composition of materials, plant layout, and tooling. All data shall be in the English language and according to the United States system of weights and measures, and All drawings for components, assemblies, subassemblies and parts protected by U.S. patents shall contain a prominent notation to that effect fully identifying the patent or patents involved, and bearing the number of the Buyer’s prime contract and this subcontract.

(c) In order to satisfy the requirements of paragraph (b), above, unless the supplier of the ship components or equipments shall have Unless Seller has made arrangements satisfactory to the Buyer and approved by the Buyer’s Contracting Officer, for the manufacture of such repair parts in the United States or Canada, the Seller shall include in all subcontracts for the purchase of ship components or equipments, except for those items excluded in paragraph (a) above for foreign sources a clause, acceptable to the Buyer’s Contracting Officer, granting to the United States Government for a period of seven (7) years, “Government Purpose Rights” (as defined in paragraph (a)(12) of the clause of his contract entitled “RIGHTS IN TECHNICAL DATA – NONCOMMERCIAL ITEMS” (DFARS 252.227-7013) in all technical data necessary to manufacture spare and repair parts for such components or equipment.

208. NNPI - CONTROL OF NAVAL NUCLEAR PROPULSION INFORMATION (NNPI) & SECURITY AGREEMENT(Applies to bid solicitations, letter contracts, and/or purchase orders containing or requiring access to NNPI.)This bid solicitation (e.g., Request for Proposal/Quotation), letter contract, purchase order, and/or supporting information may contain Naval Nuclear Propulsion

Information (NNPI) which is subject to special export and other controls of the International Traffic in Arms Regulations (ITAR) as well as the more stringent export and other control requirements for Naval Nuclear Propulsion Information.

Other contractual and/or legal requirements regarding disclosure also apply.For purposes of this solicitation, letter contract, and/or award, the designation NOFORN indicates that the document contains unclassified NNPI. Classified NNPI is identified by other markings designated in OPNAVINST N9210.3.NNPI may only be disclosed to U.S. citizens with a need-to-know. NNPI may not be disclosed to foreign nationals or immigrant aliens. United States citizens representing a foreign government, foreign private interest or other

foreign nationals, are considered to be foreign nationals for industrial security purposes and the purpose of this restriction.The bidder or Seller is required to comply with all NNPI special marking, handling, disclosure, and disposal requirements of OPNAVINST N9210.3.

Disclosure of NNPI to Persons with Dual Citizenship - Special controls identified in OPNAVINST N9210.3 apply prior to providing NNPI to U.S. citizens with dual citizenship.

Disposal – Seller is required to dispose of documents containing NNPI and components and equipment that reveal NNPI in accordance with OPNAVINST N9210.3. In addition, for components with NNPI markings, Seller must remove all NNPI markings from material produced under this Purchase Order but not delivered.

Security Agreement for Protection of NNPI for Bid Solicitations & Purchase Orders (A) By receiving and acting on this bid solicitation where no Purchase Order yet exists (e.g., RFQ or RFP) or, as applicable, by accepting this Purchase Order or by commencing work in performance of this Purchase Order, the prospective bidder (the addressee of the solicitation) or Purchase Order awardee agrees that when documents provided (e.g., RFQ/RFP bid solicitations, purchase orders, specifications, drawings, etc.) that are marked as containing NOFORN sensitive or controlled information that must be controlled pursuant to Federal law or contractual requirements (e.g., NOFORN), that:

(1) The information contained therein and generated as part of the inquiry, solicitation or resulting purchase order shall be used only for the purpose of preparing the proposal or performance of this Purchase Order, and

(2) They shall in no case be transmitted outside the prospective bidder’s or awardee’s company (except to prospective lower-tier bidder’s who have a specific need to know and to whom the prospective bidder/awardee has invoked similar controls and unless such transmittals comply with the detailed guidance of the RFQ/RFP or Purchase Order), and

(3) They shall not be transmitted or disclosed to any foreign national or foreign interest, whether within or outside the prospective bidder’s or awardee’s company, and

(4) While in use the documents shall be protected from unauthorized observation, and(5) They shall be kept secure so as to preclude access by any persons not having a legitimate need to view them related to the solicitation or Purchase

Order, and(6) They shall not be copied:

(i) unless done in accordance with the provisions of the detailed guidance of the solicitation and/or subcontract award requirements (including, when applicable, the provisions of the DOE-DOD Classification Guide for the Naval Nuclear Propulsion Program, CG-RN-1, Revision 3, and its Interpretive Guidance Bulletins as well as OPNAVINST N9210.3 and in accordance with any other guidance provided), and

(ii) except to the minimum extent required to provide a bid response, and





(7) Following preparation/submittal of the bid solicitation response or performance of any resultant purchase order awarded, all the documents and copies shall be promptly returned in their entirety to Buyer unless authorized by Buyer for retention or proper disposal, following completion of the subcontract.

(B) Specific requirements for Protecting U-NNPI:(1) Only people who are a U.S. citizen and have a “Need to Know” required to execute the contract shall be allowed access to NNPI.(2) When not in direct control of an authorized individual, U-NNPI must be secured in a locked container (e.g., file cabinet, desk, safe, etc.). Access to the

container must be such that only authorized persons can access it and compromise of the container can be visually detected. Containers should have no labels that indicate the contents. If removed from the site, U-NNPI must remain in the personal possession of the individual. At no time should U-NNPI be left unsecured in a home or automobile, unattended in a motel room or sent with baggage, etc.

(3) Documents will have the word NOFORN at the top and bottom of each page. The cover sheet will have the warning statement shown below. Documents originated in the course of work that reproduce, expand or modify marked information shall be marked and controlled in the same way as the original. Media such as video tapes, disks, etc., must be marked and controlled similar to the markings on the original information.

NOFORN: This document is subject to specialexport controls and each transmittal to

foreign governments or foreign nationals may be made only with the prior approval of

the Naval Sea Systems Command.(4) U-NNPI may not be processed on networked computers with outside access unless approved by the Naval Sea Systems Command. If desired, the

company may submit a proposal for processing NNPI on company computer systems. Personally owned computing systems, including, but not limited to, personal computers (PC), laptops, and Portable Electronic Devices (PED) such as Personal Digital Assistants (PDA), are not authorized for processing NNPI. Exceptions require the specific approval of the cognizant Designated Approving Authority (DAA) and Naval Reactors (NR)/NAVSEA 08Y.

(5) U-NNPI may be faxed within the continental U.S. and Hawaii provided there is an authorized individual waiting to receive the document and properly control it. U-NNPI may not be faxed to facilities outside the continental U.S., including military installations, unless encrypted by Naval Sea System Command approved means.

(6) U-NNPI may be sent within the continental U.S. and Hawaii via first class mail in a single opaque envelope that has no markings indicating the nature of the contents.

(7) Disposal of documents containing U-NNPI shall ensure that the information is not easily retrievable. Disposing of documents in the same manner as classified documents is preferred.

(8) Report any attempts to elicit U-NNPI by unauthorized persons to the appropriate security personnel.(9) Report any compromises of U-NNPI by unauthorized persons to the appropriate security personnel. This includes intentional or unintentional public

release via such methods as theft, improper disposal (e.g., material not shredded, disks lost), placement on website, transmission via e-mail, or violation of the information system containing U-NNPI.

Definitions applicable to this clause are provided in the base instruction OPNAVINST N9210.3.

(C) THE PROSPECTIVE BIDDER IS TO RETURN THE BID SOLICITATION IN ITS ENTIRETY AND ANY COPIES OF DOCUMENTS MADEIN THE EVENT THAT:

1. IT DOES NOT AGREE TO THIS PROVISION. IN SUCH A CASE, THE PROSPECTIVE BIDDER SHALL BE DEEMED TO HAVE DECLINED TO SUBMIT A PROPOSAL OR TO HAVE "NO BID" THE SOLICITATION, or2. IT IS NOT THE RECIPIENT OF THE AWARD.

209. NNPI - CONTROL OF VISITORS AND PROCEDURES TO PROTECT NNPI(Note: This restriction does not apply to items, components, assemblies, or major subassemblies that (1) meet the definition of “Commercial Item” as defined in

the Federal Acquisition Regulations (FAR); or (2) that are not defense articles (Refer to the ITAR) specifically designed, developed, modified, or altered in performance of this Purchase Order; or (3) that are otherwise in the public domain; or (4) that Seller typically offers for sale and has sold to the general public (“Commercial Items”). However, notwithstanding the above, this restriction applies to both technical data and hardware subject to U.S. export control and EB sensitive information that Seller may become aware of or have access to relative to performance of this Purchase Order.)

“Visitor” as used herein means any person who visits the Seller’s plant, office or facility and who does not represent either the Seller, Buyer, or the U.S. Government in the performance of this Purchase Order. This includes Foreign Nationals, whose visits require additional controls above and beyond those necessary for visits by U.S. Citizens.

A. Except with the written consent of the Buyer, Seller will not permit any Visitors to its plants, offices, or facilities to view or to examine documents, components, assemblies, or major subassemblies provided for or to be delivered under this Purchase Order, or to obtain information or data concerning such documents, components, assemblies, or major subassemblies.

B. Seller must establish procedures that, when implemented, will prevent the release of Classified and Unclassified Naval Nuclear Propulsion Information (NNPI) to Visitors or; to any other person or entity, including its own employees, that are otherwise ineligible to receive NNPI; or who do not have an established need to know for performance of this Purchase Order.

Refer also to the additional requirements of Part I clause herein entitled “Safeguarding Information … Technical Data”. C. Seller must also notify the Buyer in advance of any visit to Seller’s plant, office, or facility, to view or examine documents, components, assemblies, or major

subassemblies provided for or delivered under this order and must ensure similar controls are in effect at all lower-tier suppliers.

210. NNPI - MARKING OF DOCUMENTS CONTAINING NAVAL NUCLEAR PROPULSION INFORMATION (NNPI) All documents containing NNPI are subject to special marking, handling and disclosure requirements contained in this order and OPNAVINST N9210.3. Documents containing UNCLASSIFIED NAVAL NUCLEAR PROPULSION INFORMATION shall be marked in accordance with OPNAVINST N9210.3 and with the following NOFORN Warning Notice:

“NOFORN: This document is subject to special export controls and each transmittal to foreign governments or foreign nationals may be made only with prior approval of the NAVAL SEA SYSTEMS COMMAND.”

Classified NNPI documents have additional special handling and marking requirements. Refer to OPNAVINST N9210.3.

211. NNPI - NAVAL NUCLEAR PROPULSION INFORMATION SECURITY CONTROLS & ADDITIONAL SECURITY REQUIREMENTS 5/11/12 38 of 68 Supersedes Prior Rev 0 dated 7/13/11 NOT APPROVED FOR PUBLIC RELEASE




(This clause applies if performance of this order involves access to NNPI.) (a) The provisions of the DOE-DOD Classification Guide for the Naval Nuclear Propulsion Program, CG-RN-1, Revision 3, and its Interpretive Guidance

Bulletins and OPNAVINST N9210.3 are applicable to all Naval Nuclear Propulsion Information (NNPI) work done under this Purchase Order.(b) Disclosure of Restricted Data as defined in the Atomic Energy Act of 1954 as amended, relating to the Naval Nuclear Propulsion Program to employees of

contractors granted Limited Clearance under the provisions of the DOD 5220.22M, National Industrial Security Program Operating Manual (NISPOM) is denied.(c) The Seller shall invoke the foregoing provisions, as appropriate, in all subcontracts hereunder which involve access to NNPI.

212. NNPI – PROTECTION OF NAVAL NUCLEAR PROPULSION INFORMATION (Based on NAVSEA 5252.227-9100, JAN 1986, MODIFIED)(This clause applies if during the performance of this Purchase Order, Naval Nuclear Propulsion Information (NNPI) is developed or used. Definitions applicable to this clause are provided in OPNAVINST N9210.3.)(a) Naval Nuclear Propulsion Information is defined as that information and/or hardware concerning the design, arrangement, development, manufacturing,

testing, operation, administration, training, maintenance, and repair of the propulsion plants of Naval Nuclear Powered Ships including the associated shipboard and shore-based nuclear support facilities. Seller shall develop and implement written policies and procedures and other safeguards for the safeguarding from actual, potential or inadvertent release by the Seller, or any subcontractor, of any Naval Nuclear Propulsion Information in any form, classified or unclassified. Such safeguards shall ensure that only Governmental, Buyer and Seller parties, including subcontractors, that have an established need-to-know, have access in order to perform work under this contract, and then only under conditions which assure that the information is properly protected. Access by foreign nationals or immigrant aliens is not permitted. A foreign national or immigrant alien is defined as a person not a United States citizen or a United States National. United States citizens representing a foreign government, foreign private interest or other foreign nationals, are considered to be foreign nationals for industrial security purposes and the purpose of this restriction. In addition, any and all issue or release of such information beyond such necessary parties, whether or not ordered through an administrative or judicial tribunal, shall be brought to the attention of the Buyer's Contracting Officer for Security via Buyer. (b) The Buyer's Contracting Officer for Security shall be immediately notified by Seller via Buyer of any litigation, subpoenas, or requests which either seek or may result in the release of Naval Nuclear Propulsion Information. (c) In the event that a court or administrative order makes immediate review by the Contracting Officer for Security impractical, the Seller agrees to take all necessary steps to notify the court or administrative body of the Navy's interest in controlling the release of such information through review and concurrence in any release. (d) The Buyer's Contracting Agency reserves the right to audit Seller's facilities for compliance with the above restrictions. (e) Exceptions to these requirements may only be obtained with prior approval from the Commander, Naval Sea Systems Command (Contact SEA 09T1). Seller shall make its request for any exceptions via Buyer.

213. NNPI - TRANSMISSION ABROAD OF EQUIPMENT OR TECHNICAL DATA RELATING TO THE NUCLEAR PROPULSION OF NAVAL SHIPS(Based on NAVSEA 5252.227-9101, JAN 2008, MODIFIED) (Note: Also includes controls for other than equipment or technical data defined as NNPI.) (a) The supplies specified to be delivered under this contract may relate to the nuclear propulsion of naval ships.(b) Equipment and technical data defined as Naval Nuclear Propulsion Information (NNPI) under OPNAVINST N9210.3 shall not be disclosed to foreign

nationals.(c) For other than equipment or technical defined as NNPI in paragraph (b) above, except with the prior written consent of the Buyer and the Contracting Officer

(or his designated representative), the Seller shall not, at any time during or after the performance of this contract, transmit or authorize the transmittal of, any technical data or equipment as defined in paragraph (d) below,

(1) Outside the United States; or (2) Irrespective of location,

(i) To any foreign national, not working on this contract or any subcontract hereunder; or (ii) To any foreign organization (including foreign subsidiaries and affiliates of the Seller); or (iii) To any foreign government; or(iv) To any international organization.

(d) As used in this requirement, the following terms shall have the following definitions:(1) “United States” means the States, the District of Columbia, Puerto Rico, American Samoa, the Virgin Islands, Guam, and any areas subject to the

complete sovereignty of the United States; (2) “Equipment” means all supplies of the kind specified to be delivered under this contract, all component parts thereof, and all models of such supplies and

component parts; but “equipment” does not include standard commercial supplies and component parts, and models thereof; (3) “Technical Data” means all professional, scientific, or technical information and data produced or prepared for the performance of this contract, or on or

for the operation, maintenance, evaluation, or testing of any contract item, whether or not the information and data were specified to be delivered under this contract including, without limitation, all writings, sound recordings, pictorial reproductions, and drawings or other graphical representations; but “technical data” does not include such information and data on standard commercial supplies and component parts to the extent that the information and data do not relate to the use, operation, maintenance, evaluation and testing of such supplies and component parts in or in connection with any item, or component parts thereof, specified to be delivered under this contract.

(e) Flow Down Requirement: The Seller agrees to insert in all subcontracts under this contract provisions which shall conform substantially to the language of this requirement, including

this paragraph (e).(f) Notwithstanding any other provisions of this requirement, this requirement shall not apply:

(1) Where the transmittal or authorization for the transmittal of equipment or technical data is to be made pursuant to a contract or agreement to which the United States is a party; and

(2) Where the transmittal is to be of equipment or technical data which the Buyer’s Contracting Officer, or his designated representative, has declared in writing to be thereafter exempt from this requirement.

214. NOTIFICATION OF CHANGES (Adapted in part from FAR 52.243-7, Notification of Changes (APR 1984).)(a) General. Changes are not binding on Purchaser, unless they are in writing and authorized by the Buyer named on this Purchase Order or by another

representative of Purchaser’s Materials Management Department (“Purchaser’s Buyer”) who are also the only persons who may authorize changes affecting price or schedule. Refer also to the Changes clause and the Entire Agreement clause invoked herein.

(b) Notice. The primary purpose of this clause is to obtain prompt reporting of Purchaser conduct that the Seller considers to constitute a change or would require a change to this Purchase Order.





Except for changes identified as such in writing and authorized in writing by a representative of Purchaser’s Materials Management Department, the Seller shall notify the representative of the Purchaser’s Materials Management Department of any conduct which the Seller considers would constitute or would require a change to this contract. Such notice shall be provided promptly in writing within five (5) calendar days from the date that the Seller identifies any such conduct (including actions, inactions, and written or oral communications). On the basis of the most accurate information available to the Seller, the notice shall state—

(1) The date, nature, and circumstances of the conduct regarded as a change; (2) The name, function, and activity of the individuals directly involved in or knowledgeable about such conduct; (3) The identification of any documents and the substance of any oral communication involved in such conduct; (4) In the instance of alleged acceleration of scheduled performance or delivery, the basis upon which it arose; (5) The particular elements of contract performance for which the Seller might seek an equitable adjustment under this clause, including—

(i) What contract line items have been or may be affected by the alleged change; (ii) To the extent practicable, labor or materials or both which have been or may be added, deleted, or wasted by the alleged actual or potential

change; (iii) To the extent practicable, what delay and disruption in the manner and sequence of performance and effect on continued performance have been

or may be caused by the alleged change; (iv) What adjustments to contract price, delivery schedule, and other provisions affected by the alleged change are estimated; and

(6) The Seller’s estimate of the time by which the Purchaser must respond to the Seller’s notice to minimize cost, delay or disruption of performance. (c) Continued performance. Seller shall not proceed with the work under the alleged change or affected by the alleged change until it receives formal written

authorization of the alleged change from the Purchaser’s Buyer. However, Seller shall diligently continue performance of the unaffected portions of this Purchase Order to the maximum extent possible in accordance with its terms and conditions as construed by the Seller and in a manner intended to minimize cost or price impact, schedule impact, and actual or potential delay or disruption of performance.

(d) Equitable Adjustments. If Seller considers that an equitable adjustment is warranted, it shall proceed in accordance with the Changes clause herein. Requests for equitable adjustment shall, when appropriate, be made in accordance with the Requests for Equitable Adjustment, Documentation of Equitable Adjustment and other clauses, including certification requirements, contained herein.

215. RESERVED

216. RESERVED

217. NAVSEA 5252.233-9103, DOCUMENTATION OF REQUESTS FOR EQUITABLE ADJUSTMENT (AT) – Alternate 1 (APR 1999) (Modified)(a) For the purposes of this requirement, the term "change" includes not only a change made pursuant to a written order designated as a "change” or “change

order" but also (i) an engineering change proposed by the Buyer or the Seller pursuant to the "Changes” clause or other requirements of this Purchase Order and (ii) any act or omission to act on the part of the Buyer or Government in respect of which a request is made for equitable adjustment under the "CHANGES" clause or any other article or requirement of this purchase order.

(b) Whenever the Seller requests or proposes an equitable adjustment of $100,000 or more in respect of a change made pursuant to a written order designated as a “change” or "change order" or in respect of a proposed engineering change and whenever the Seller requests an equitable adjustment in any amount in respect of any other act or omission to act on the part of the Buyer or Government, the proposal supporting such request shall include the following information for each individual item or element of the request: (1) A description (i) of the work required by the Purchase Order before the change, which has been deleted by the change, and (ii) of the work deleted by the change which already has been completed. The description is to include a list of identifiable components, equipment, and other identifiable property involved. Also, the status of manufacture, procurement or installation of such property is to be indicated. Separate description is to be furnished for design and production work. Items of identifiable raw material, purchased parts, components and other identifiable hardware, which are made excess by the change and which are not to be retained by the Seller, are to be listed for later disposition; (2) Description of work necessary to undo work already completed which has been deleted by the change; (3) Description of work which is substituted or added by the change. A list of identifiable components and equipment (not bulk materials or items) involved, should be included. Separate descriptions are to be furnished for design work and production work; (4) Description of interference and inefficiencies in performing the change; (5) Description of disruption attributable solely to the change; which description shall include the following information: (i) Description of each identifiable element of disruption and how work has been, or may be, disrupted; (ii) The calendar period of time during which disruption occurred, or may occur; (iii) Area(s) of the Seller's operations where disruption occurred, or may occur; (iv) Trade(s) or functions disrupted, with a breakdown of man hours and material for each trade or function; (v) Scheduling of trades before, during, and after the period of disruption insofar as such scheduling may relate to or be affected by the estimated disruption; (vi) Description of any measures taken to lessen the disruptive effect of the change. (6) Delay in delivery attributable solely to the change;

(7) Other work or increased costs attributable to the change;(8) Supplementing the foregoing, a narrative statement of the nature of the alleged Buyer or Government act or omission, when the alleged Buyer or

Government act or omission occurred, and the "causal" relationship between the alleged Buyer or Government act or omission and the claimed consequences thereof, cross-referenced to the detailed information provided as required above. (c) Each proposal submitted in accordance with this requirement shall include a copy of the Seller's labor budget at the cost level in effect as of the date the event began, the cost incurred at the cost level as of the same date, and the proposed effect of the change at the cost class level. (d) It is recognized that an individual request for equitable adjustment may not include all of the factors listed in subparagraphs (b)(1) through (b)(8) above, or that the Seller may not reasonably be able to furnish complete information on all of the factors listed in subparagraphs (b)(1) through (b)(8) above. Accordingly, the Seller is only required to set forth in its request for equitable adjustment information with respect to those factors which are relevant to the individual request for equitable adjustment, or in the level of detail which is reasonably available to the Seller. (e) In addition to any information required under paragraph (b) above, each proposal submitted in support of a claim for equitable adjustment, under any requirement of this Purchase Order, in an amount which requires certified cost or pricing data, shall contain such cost or pricing data with respect to each individual claim item, and shall be in sufficient detail to permit the Buyer to cross-reference the claimed increased costs, or delay in delivery, or both, as appropriate, with the information submitted pursuant to subparagraphs (b) (1) through (b) (8) hereof.

218. CERTIFICATION OF REQUESTS FOR EQUITABLE ADJUSTMENT (REA)(1) Whenever Seller submits a request for equitable adjustment in excess of $100,000, the Seller shall certify the request in accordance with DFARS 252.243-7002, Requests





for Equitable Adjustment, which is invoked in Part III of these terms and conditions.(2) The aggregate amount of both the increased and decreased costs shall be used in determining when the dollar threshold requiring certification is met (see example in FAR

15.403-4(a)(1)(iii)).(3) The certification required by 10 USC 2410(a), as implemented in the clause at 252.243-7002, is different from the certification required by the Contract

Disputes Act of 1978 (41 USC 605(c)). If the Seller has certified its REA in accordance with 10 USC 2410(a) and the Seller desires to convert its REA to a claim, or, the Buyer otherwise requests that Seller recertify its REA in support of an EB prime contract related issue, Seller agrees that it will recertify its REA in the claim format in accordance with FAR 33.2.

219. NAVSEA 5252.233-9107, EQUITABLE ADJUSTMENTS; WAIVER AND RELEASE OF CLAIMS (AT) (JAN 1983) (MODIFIED) (a) Whenever the Seller, after receipt of a change made pursuant to the clause entitled Changes-Fixed Price (FAR 52.243-01) or Changes-Cost Reimbursement

(FAR 52.243-02) as applicable, or after assertion of a constructive change under the clause entitled Notification Of Changes (FAR 52.243-07), submits any claim for equitable adjustment under the foregoing, such claim shall include all types of adjustments in the total amounts to which the foregoing entitle the Seller, including but not limited to adjustments arising out of delays or disruptions or both caused by such change.

(b) Further, the Seller agrees that, if required by the Purchaser, it will execute a release, in form and substance satisfactory to the Purchaser, as part of the supplemental agreement providing an equitable adjustment, and, other than a specific exception agreed to by the parties and notated as part of the release, that such release shall discharge, the Purchaser, its officers, agents, employees and customer, from any further claims including, but not limited to further claims arising out of delays or disruptions or both, caused by the aforesaid change.

(c) In support of any Seller request for equitable adjustment brought under the applicable “Changes” clause or any other clause of this Purchase Order, the Seller shall provide Purchaser sufficient detail to reasonably support Seller's proposal for a request for equitable adjustment or which Purchaser's customer should require in evaluating such request.

220. RESERVED 221. SPECIAL AGREEMENT REGARDING SWITCHBOARD SUBCONTRACTS (NAVSEA) (Jun 2000) (Modified)

(a) The Government has an interest in maintaining a competitive market for switchboards to be used on U.S. Naval vessels. The requirements of 10 USC 2534 result in a major component of certain switchboards (i.e. air circuit breakers) being available from a single domestic source who is also a competitor for such switchboards. Therefore, the Subcontractor shall evaluate lower-tier subcontract proposals for such switchboards exclusive of air circuit breaker content or on some other basis that ensures an equitable switchboard competition.

(b) The Seller shall, in all cases involving subcontracts which contain air circuit breakers for switchboards, give advance notification to and obtain written consent of the Buyer and, when required, the Buyer’s Contracting Officer via Buyer prior to placing any such subcontract.

222. SPECIFICALLY NEGOTIATED LICENSE RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE, NONCOMMERCIAL COMPUTER SOFTWARE DOCUMENTATION, AND TECHNICAL DATA PERTAINING TO NONCOMMERCIAL ITEMS Pursuant to paragraph (b)(4) of both the DFARS 252.227-7013, “Rights in Technical Data--Noncommercial Items (Nov 1995)” and the DFARS 252.227-7014,

“Rights in Noncommercial Computer Software Documentation (Jun 1995)” clause invoked in this Purchase Order, by acceptance of this Purchase Order or commencement of work hereunder, if Seller has not taken prior written exception pertaining to this Purchase Order, the Seller agrees with the Purchaser that the following shall be “specifically negotiated special license rights” in noncommercial computer software, noncommercial computer software documentation, and technical data pertaining to noncommercial items as used in these DFARS clauses.

The parties hereby agree that the Government shall have the same license rights under this contract that it would have been granted under the clause entitled “Rights in Technical Data and Computer Software (OCT 1988)”, formerly found at DFARS 252.227-7013 and prescribed for use in contracts resulting from solicitations issued prior to 29 September 1995.

223. UNLIMITED RIGHTS IN TECHNICAL DATA – NUCLEAR PROPULSION PLANT SYSTEMS (Based on NAVSEA 5252.227-9114, NOV 1996, MODIFIED) Pursuant to subparagraph (b) (1) of the clauses entitled “Rights in Technical Data--Noncommercial Items” (DFARS 252.227-7013) and “Rights in

Noncommercial Computer Software Documentation” (DFARS 252.227-7014) invoked in this Purchase Order, by acceptance of this Purchase Order or commencement of work hereunder, the Seller agrees with the Purchaser that the following is to be “specifically negotiated license rights” as used in these DFARS clauses.

(i) It is agreed that all technical data pertaining to nuclear propulsion plant systems under the technical cognizance of the Deputy Commander, Nuclear Propulsion Directorate, Naval Sea Systems Command (SEA 08), which is specified to be delivered pursuant to this contract, shall be delivered with unlimited rights, provided, however, that nothing in the clause shall be deemed to require any subcontractor of any tier under this contract to deliver or furnish with unlimited rights any technical data which he is entitled to deliver with other than unlimited rights pursuant to said “Rights in Technical Data – Noncommercial Items” or “Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation” clauses.

(ii) It is further agreed that promptly after completion or after any termination of all work under this Purchase Order, the Seller shall submit a letter report to the Buyer listing and providing a brief description of all items of technical data pertaining to the reactor plant(s) of the vessel(s) in Purchaser’s prime contract developed or prepared under this Purchase Order which were not specified to be delivered pursuant to this Purchase Order. The Seller shall furnish in the Seller’s format and at the cost of reproduction, with unlimited rights, copies of items of technical data so reported or which should have been reported, as the Government may require from time to time and at any time. However, nothing in this requirement shall require the Seller to retain any item of such technical data beyond the period provided in this contract, including the specifications, and other documents incorporated by reference, applicable to the item or type of technical data involved.

224. TRAVEL COSTS – ALTERNATE I (NAVSEA) (DEC 2005)(Also refer to clause I.1-51, Subcontractor Travel and Per Diem Costs)(a) Except as otherwise provided herein, the Contractor shall be reimbursed for its reasonable actual travel costs in accordance with FAR 31.205-46. The costs to be reimbursed shall be those costs accepted by the cognizant DCAA. (b) Reimbursable travel costs include only that travel performed from the Contractor’s facility to the work site, in and around the work site, and from the work site to the Contractor’s facility.(c ) Relocation costs and travel costs incident to relocation are allowable to the extent provided in FAR 31.205-35; however, Contracting Officer approval shall be required prior to incurring relocation expenses and travel costs incident to relocation. (d) The Contractor shall not be reimbursed for the following daily local travel costs:

(i) travel at U.S. Military Installations where Government transportation is available,(ii) travel performed for personal convenience/errands, including commuting to and from work, and(iii) travel costs incurred in the replacement of personnel when such replacement is accomplished for the Contractor’s or employee’s convenience.

___________________________________________________________________________________________________________PART III – FAR/DFARS CLAUSES/PROVISIONS INCORPORATED BY REFERENCE5/11/12 41 of 68 Supersedes Prior Rev 0 dated 7/13/11 NOT APPROVED FOR PUBLIC RELEASE




3.000 CLAUSES/PROVISIONS INCORPORATED BY REFERENCE. The Federal Acquisition Regulation (FAR) and the Department of Defense Federal Acquisition Regulation Supplement (DFARS) clauses invoked in these

terms and conditions and the purchase order are hereby incorporated by reference and made part of this Purchase Order with the same force and effect as though set forth in full text herein.

Refer also to the Part I clause entitled “Definitions”.

Unless the text in these clauses clearly reserves rights in the Government only or as otherwise noted, the terms: “Purchase Order” shall be substituted for “Contract”; “Purchaser” or “Buyer” for “Government” or “Contracting Officer” or equivalent phrases; “Seller” for “Contractor”; and "Seller's lower-tier subcontractor" for "Subcontractor"

when it can so reasonably be interpreted, and it is not obvious that the words refer to Buyer’s prime contract, the Government or Contracting Officer, the Purchaser, or the Seller itself.

Seller agrees to, where applicable, flow down the FAR and DFARS clauses as well as those clauses and provisions contained in this document to its lower-tier subcontractors and to also require further flow down, where applicable. The full text of a clause may be accessed electronically at these addresses (as of 10/22/07): FAR: https://www.acquisition.gov/far/DFARS: http://www.acq.osd.mil/dpap/dars/dfarspgi/current/index.html

***********************************************************************************************************

PART III.1 GENERAL (Applies to all solicitations and awards.)

PART III.2 FIXED PRICE (Applies to fixed price solicitations and awards in addition to PART III.0, GENERAL)

PART III.3 COST REIMBURSEMENT, TIME-AND-MATERIALS, AND LABOR HOUR (Applies to CR, T & M, and LH type solicitations and awards in addition to PART III.0, GENERAL)

EB-VF3 - PART III: FAR/DFARS CLAUSES MODIFIED AND INCORPORATED BY REFERENCE

PART III

Clause No.

Applicable Threshold

FAR/DFARS Clause

Reference No. Clause Title in EB-VF3

Applicable Revision

Indemnification of Buyer by Seller for noncompliance (Refer to the Part 1 clauses addressing Indemnification as well as language below.)

- EB Identification of applicable clause thresholds and further flow down requirements is informational only and is not to be construed as determinative. Seller remains responsible for determining and complying with all clause flow down requirements.

- The following FAR and DFARS clauses are incorporated herein by reference, with modifications when noted, with the same force and effect as if incorporated in full text.

Note 1 - Certain clauses invoked in these terms and conditions and which require flow down may be included although they are not specifically invoked on EB by EB's Customer.

Note 2 - This revision reflects increases of selected thresholds for clause applicability resulting from FAC 2005-45.Note 3 - The S.A.T. (Simplified Acquisition Threshold) specified in Part 2 of the Federal Acquisition Regulation increased from $100,000 to $150,000

effective 10/1/10 per FAC 2005-45.Note 4 - The threshold at FAR 15.403-4 for obtaining cost or pricing data increased from $650,000 to $700,000 effective 10/1/10 per FAC 2005-45. The

threshold for submission of cost or pricing data, unless an exception at FAR 15.403 applies, is that in effect at FAR Part 15.403-4, “Requiring cost or pricing data (10 U.S.C. 2306a and 41 U.S.C. 254b)”, on the date of agreement on price or the date of subcontract award, whichever is later.

PART III.1 GENERAL (Applies to all solicitations and awards.)

Part III Clause Number

Applicable Threshold (S.A.T. =

Simplified Acquisition Threshold in

DFARS/FAR Clause

Reference Number

DFARS/FAR Clause Title





FAR Part 2.101)

Applicable Revision

3.001 > S.A.T. (See Notes 2 & 3)

except N/A for subcontracts

for commercial

items or commercial components

252.203-7001 Prohibition on Persons Convicted of Fraud or Other Defense-Contract Related Felonies Applies less paragraph (g) if this order exceeds the S.A.T. (See Notes 2 & 3), except those for commercial items or components.) (Refer also to the Part I and Preface clauses herein entitled “Business Conduct and Ethics”; “Foreign Corrupt Practices Act Prohibition (FCPA)”; “Counterfeit Parts/Counterfeit Work Prohibition”; "Fraud and Falsification"; "Reduction or Suspension of Contract Payments Upon Finding of Fraud or Falsification"; and "Subcontracting and Subcontracting Restrictions" as well as the Part IV.406 clause no. 252.209-7004 (Modified) entitled "Subcontracting with Firms That are Owned or Controlled by the Government of a Terrorist Country”.)

Dec-04

3.002 All 252.204-7000 Disclosure of Information Dec-913.003 All 252.204-7003 Control of Government Personnel Work Product Apr-923.004 All 252.204-7005 Oral Attestation of Security Responsibilities Nov-01

3.004.aIV.415

All 252.204-7008 Requirements for Contracts Involving Export-Controlled Items(Refer to Part IV.415 for the clause in full text.)

Apr-10

3.005 RESERVED3.006 RESERVED

3.006.aIV.406

All – Notification via Buyer.

252.209-7004 Subcontracting with Firms that are Owned or Controlled by the Government of a Terrorist Country (Modified significantly to read as shown in full text in Part IV.406. Refer also to the clause of these terms and conditions entitled “Subcontracting and Subcontracting Restrictions”.)

Dec-06

3.007 > $1 million 252.211-7000 Acquisition Streamlining (Applies for solicitations and purchase orders > $1million.)

Dec-91

3.007.a All (with

exceptions)

252.211-7003 Item Identification and Valuation(This clause applies if paragraph (c) (1) of this DFARS clause applies. However, in such case, this clause will only apply if the order and/or scope of work contain language identifying the clause as applying as well as language identifying the required marking information.)

Aug-08

3.007.b All 252.211-7007 Item Unique Identification of Government Property Sep-073.008 All in which

any of the clauses at

FAR 52.215-11; 52.215-

12; or 52.215-13

are invoked and apply.

(See Notes 2 & 4)

252.215-7000 Pricing Adjustments(Applies when any of the clauses at FAR 52.215-11; 52.215-12; or 52.215-13 are invoked and apply.)

Dec-91

3.008.a All (with

exceptions)

252.215-7004 Excessive Pass-Through Charges(Applies except it does not apply to – (1) Firm-fixed price subcontracts awarded on the basis of adequate price competition; (2) Fixed-price subcontracts with economic price adjustment, awarded on the basis of adequate price competition; (3) Firm-fixed price subcontracts for the acquisition of a commercial item; or (4) Firm-fixed price subcontracts with economic price adjustment, for the acquisition of a commercial item.)

ALT I only applies when the Buyer’s Contracting Officer approves its applicability. Refer also to the notification requirements in this clause as well as those in the “Subcontracting and Subcontracting Restrictions” clause of these terms and conditions.

May-08

3.009 Applies whenever

FAR 52.219-9 applies.

252.219-7003(DEV)

Small Business Subcontracting Plan (DoD Contracts) (Deviation)(This clause supplements FAR 52.219-9 and applies whenever FAR 52.219-9 applies. When this clause applies, Seller is to provide the notifications, when required by the clause, to the Buyer.)

DEV 2008-O0008 dated

2/12/093.009.aIV.409

> $1 million 252.222-7006 Restrictions on the Use of Mandatory Arbitration Agreements (Modified)(Modified to read as shown in full text in Part IV.409.)

May-10

3.010 All 252.223-7001 Hazard Warning Labels (Also refer to I.23 and I.30.(f)) Dec-913.011 All 252.225-7001 Buy America Act and Balance of Payments Program Jun-053.012 All 252.225-7002 Qualifying Country Sources as Subcontractors Apr-033.013 > $550 K 252.225-7004 Report of Intended Performance Outside the United States and Canada – Submission

After AwardIn order to facilitate Buyer’s reporting requirements under this clause, Seller agrees to promptly notify the EB Buyer in writing if any part of this subcontract to the Seller will be performed outside the United States and Canada that – (1) exceeds USD $550,000 in value;

May-07





and (2) could be performed inside the United States or Canada.3.013.a > $550 K 252.225-7006 Quarterly Reporting of Actual Contract Performance Outside the U.S.

(Applies, less paragraph (f), if this subcontract exceeds USD $550K (except those for commercial items, construction, ores, natural gases, utilities, petroleum products and crudes, timber (logs), or subsistence. Seller is required, with respect to performance of this subcontract, to comply with the requirements in paragraphs (b) through (e) of this clause. Seller shall also request the prime contract number applicable to this subcontract for its reporting responsibilities, when required.)

May-07

3.014 All 252.225-7012 Preference for Certain Domestic Commodities Mar-083.015 All 252.225-7013 Duty-Free Entry

(When a shipment is eligible for duty-free entry under this clause, Seller is to request in writing duty-free entry eligibility via Buyer and to request that Buyer provide the information required by the clause to allow Seller to comply. Buyer will, upon approval to disclose, provide Seller with the information required. Special marking, labeling, and packaging apply. Further flow down may be required. In addition, when this clause applies, Seller is to include the Buyer's prime contract number on all shipping documents submitted to U.S. Customs for which duty-free entry is being claimed pursuant to this clause.) (Refer also to clause 6.b. entitled “Importer of Record; Anti-Dumping Warranty; Duty-Free Entry.)

Oct-06

3.016IV.407

All 252.225-7014 & ALT I (DEV)

Preference for Domestic Specialty Metals and Alt. I (DEV 2008-O0002) (Applies, less paragraph (c), in all subcontracts at every tier, including ALT I unless the item being purchased contains no specialty metals.) (Modified to read as shown in full text in Part IV.407.)

DEV 2008-O0002

3.017 All 252.225-7015 Restriction on Acquisition of Hand or Measuring Tools Jun-053.018 All 252.225-7016 Restriction on Acquisition of Ball and Roller Bearings

(Applies at every tier unless items acquired are: (1) Commercial items; or (2) Items that do not contain ball or roller bearings.)

Mar-06

3.019 RESERVED 3.020 RESERVED3.021 All 252.225-7025 Restriction of Acquisition of Forgings

(Applies if this subcontract is for forging items or for other items that contain forging items.)Jul-06

3.022 All(Solicitations/

Offers)

252.225-7031 Secondary Arab Boycott of Israel (Applies for solicitations when submitting an offer.)(Also, refer to the Part I clause entitled "Representations and Certifications".)

Jun-05

3.023 RESERVED3.024 > $500K 252.226-7001 Utilization of Indian Organizations and Indian-Owned Economic Enterprises - DoD

Contracts (Applies if this subcontract exceeds $500,000.) Sep-04

3.025 All 252.227-7013 Rights in Technical Data - Noncommercial Items (Subject to the requirements of the clauses in this Purchase Order of clause 222 entitled “Specifically Negotiated License Rights in Noncommercial Computer Software, Noncommercial Computer Software Documentation, and Technical Data Pertaining to Noncommercial Items” and clause 223 entitled “Unlimited Rights in Technical Data – Nuclear Propulsion Plant Systems.”)

Nov-95

3.026 All 252.227-7014 Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation (Subject to the requirements of the clauses in this Purchase Order of clause 222 entitled “Specifically Negotiated License Rights in Noncommercial Computer Software, Noncommercial Computer Software Documentation, and Technical Data Pertaining to Noncommercial Items” and clause 223 entitled “Unlimited Rights in Technical Data – Nuclear Propulsion Plant Systems.”)

Jun-95

3.027 All 252.227-7016 Rights in Bid or Proposal Information (“Purchaser to include its parent, subsidiaries, and affiliates” is substituted for “Government.”)

Jun-95

3.028 RESERVED

3.029 RESERVED

3.030 All 252.227-7027 Deferred Ordering of Technical Data or Computer Software Apr-883.031 RESERVED

3.032 All 252.227-7030 Technical Data - Withholding of Payment Mar-003.033 All 252.227-7037 Validation of Restrictive Markings on Technical Data (Applies in this subcontract and in all

contracts, purchase orders, and other similar instruments with subcontractors or suppliers at any tier requiring the delivery of technical data, except contractual instruments for "commercial items or commercial components" as defined in FAR Part 2.)

Sep-99

3.034 All subcontracts

252.227-7038 Patent Rights – Ownership by the Contractor (Large Business)(Applies to all subcontracts for Experimental, Developmental, or Research (EDR) work to

Dec-07





for E, D, or R to other than

small businesses

or nonprofits.

other than small businesses or nonprofits unless a different patent rights clause is required by FAR 27.303. FAR 52.227-11 applies in lieu of this DFARS clause in all subcontracts for E, D, or R to be performed by a small business concern or a nonprofit organization. All references to “Government” shall remain and the subcontractor (Seller) shall have all the rights and obligations provided to the Contractor in the clause.

3.035 RESERVED3.035.a All 252.227-7039 Patents – Reporting of Subject Inventions

(Applies if FAR 52.227-11, Patent Rights – Ownership by the Contractor, is invoked.)Apr-90

3.035.b All 252.229-7006 Value added Tax Exclusion (United Kingdom)(Applies to this and all subcontracts for supplies or services acquired from UK suppliers that would otherwise be subject to UK Value Added Tax. Contact the EB buyer to verify applicability to this order.)

Jun-97

3.036 All 252.231-7000 Supplemental Cost Principles Dec-913.036.aIV.411

All that are identified as applicable

252.237-7023 Continuation of Mission Essential Functions (Modified)(Refer to Part IV.411 for the clause in full text.)

Mar-10

3.037 All 252.243-7001 Pricing of Contract Modifications Dec-913.038 REAs

> the S.A.T. 252.243-7002 Requests for Equitable Adjustments (REA)

(Modified as necessary to reflect the relationship of the parties.) Mar-98

3.039 All 252.244-7000 Subcontracts for Commercial Items and Commercial Components (DoD Contracts)(When this clause applies to a subcontract, flow down of additional clauses will be required.) (Refer also to FAR 52.244-6, Subcontracts for Commercial Items.))

Jan-07

3.040IV.410

All 252.246-7003 Notification of Potential Safety Issues(Refer to Part IV.410 for clause in full text and for clause applicability.)

Jan-07

3.041 All 252.247-7023 Transportation of Supplies by Sea (Paragraphs (f) and (g) do not apply to orders at or below the S.A.T. (See Notes 2 & 3.)

May-02

3.042 All 252.247-7024 Notification of Transportation of Supplies by Sea(Applies to all subcontracts for noncommercial items and certain subcontracts for commercial items. Refer to the clause for clause applicability.)

Mar-00

3.043 > = $550K 252.249-7002 Notification of Anticipated Contract Termination or Reduction (Applies if this order is $550,000 or greater. For lower-tier subcontracts, $550,000 is changed to $100,000 in para. (d).)

Dec-06

3.044 All 52.203-3 Gratuities Apr-843.045 All 52.203-5 Covenant Against Contingent Fees Apr-843.046 > the S.A.T. 52.203-6 Restrictions on Subcontractor Sales to the Government

(Applies if this order exceeds the simplified acquisition threshold. Note: Further flow down is required.)

Sep-06

3.047 > $100K 52.203-7 Anti-Kickback Procedures (Modified) (Applies, less paragraph (c)(1), if this order exceeds $100,000, suitably modified to reflect the relationship of the Parties. Further flow down is required. Seller agrees to indemnify and hold Buyer harmless to the full extent of any loss, damage, or expense (including reasonable attorney's fees), including but not limited to, any amount withheld from the Buyer's prime contract resulting from a violation or alleged violation of this clause or any law or regulation by Seller or its subcontractors at any tier.)

Jul-95

3.048 All 52.203-8 Cancellation, Rescission, and Recovery of Funds For Illegal or Improper Activity Jan-973.049 All 52.203-10 Price or Fee Adjustment for Illegal or Improper Activity (Modified)

(This clause applies with the following additional changes of parties: Replace the word "Government" with "Government and/or EB" wherever it appears and replace "prime contractor's price or fee" in paragraph (c) with "Seller's price or fee.")

Jan-97

3.050 > $100K 52.203-11 Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions (This clause applies if this offer and/or order exceed $100,000. Seller certifies in accordance with this clause and agrees to make disclosures, when required. Seller also agrees to require all lower-tier subcontractors receiving awards in excess of $100,000 to certify and to disclose accordingly. (Refer also to the clause in these terms and conditions entitled "Representations and Certification".)

Sep-07

3.051 > $100K 52.203-12 Limitation on Payments to Influence Certain Federal Transactions (This clause applies if this order exceeds $100,000.)Seller agrees:(1) to submit a certification in the form of FAR 52.203-11, and (2) if required, to make all required disclosures accordingly to Buyer’s Contracting Officer via Buyer. Seller’s and lower-tier subcontractor's disclosure forms shall be forwarded from tier to tier until received by EB for forwarding to the Contracting Officer. Seller agrees to require all lower-tier subcontractors receiving awards in excess of $100,000 to comply and to certify and to disclose accordingly.)

Sep-07

3.051.a > $5 million & 52.203-13 Contractor Code of Business Ethics and Conduct Dec-07





IV.414 performance period > 120

days

(Applies if this order exceeds $5 million and a performance period of more than 120 days.) All disclosures of violation of the civil False Claims Act or of Federal criminal law shall be

directed to the agency Office of the Inspector General, with a copy to the Buyer’s Contracting Officer.)(Refer to Part IV.414 for the clause in full text.)

3.051.b. > $5 million with

exceptions

52.203-14 Display of Hotline Poster(s)(Applies if this subcontract exceeds $5 million, except when the subcontract – (1) Is for the acquisition of a commercial item; or (2) Is performed entirely outside the United States.)

Dec-07

3.052 All 52.204-2 Security Requirements (Modified) (Applies to this order and to all lower-tier subcontracts that involve access to classified information. All references to the "Changes" clause are excluded. "Government" in paragraph (c) does not change to "Buyer".)

Aug-96

3.052.aIV.413

All 52.204-9 Personal Identity Verification of Contractor Personnel(Applies when the Seller and/or its lower-tier subcontractor(s) is/are required to have routine access to a Federally-controlled facility and/or routine access to a Federally-controlled information system.) (Refer to Part IV.413 for the clause in full text.)

Sep-07

3.053 All 52.209-6 Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment (Modified) (Delete "in excess of $30,000" in para. (a) and replace it with “of any amount” and add to the end of the sentence “without requesting and obtaining prior written approval of the Buyer and, when required, the Government via the Buyer”.Revise paragraph (b) in its entirety to read as follows: “The Seller shall disclose to the Buyer, in writing, whether as of the time of award of this subcontract, the Seller, or any of its principals, is or is not debarred, suspended, or proposed for debarment by the Federal Government.” In paragraph (c), add the following wording at the beginning of the first sentence: “If the Seller intends to request the Buyer’s approval to subcontract with a subcontractor that is debarred, suspended, or proposed for debarment, …” and replace "Contracting Officer" with "Buyer". All exceptions to this clause as modified require prior EB and Government approval.) (Refer also to the clauses in these terms and conditions entitled, “Representations and Certifications” and "Subcontracting and Subcontracting Restrictions”).)

Sep-06

3.054 All 52.211-5 Material Requirements Aug-00

3.055 All 52.211-15 Defense Priority and Allocation Requirements (Unless otherwise specified, the DPAS priority rating applicable for each item is identified at the P.O. line item level.)

Apr-08

3.056 > S.A.T. (See Notes 2 & 3)

52.215-2 Audit & Records - Negotiation (This clause applies if this order exceeds the S.A.T. (See Notes 2 & 3) and: (1) is a cost reimbursement, incentive, time-and-material, labor hour, or price re-determinable type or any combination of these; or (2) is an order for which cost or pricing data are required; or (3) is an order that requires the Seller to furnish reports as discussed in paragraph (e) of this clause FAR 52.215-2. In paragraphs (b), (c), and (e), change "Contracting Officer" to "Buyer and the Contracting Officer". Further flow down may be required.)

Jun-99

3.056.aIV.401

> the threshold for submission of cost or

pricing data. (See note 4.)

52.215-10 Price Reduction for Defective Cost or Pricing Data(Applies, unless an exception applies, whenever submission of cost or pricing data per FAR 15.403-4 is required.) (Refer to Part IV.401 for the clause in full text.)

Oct-97

3.056.bIV.402

> the threshold for submission of cost or


52.215-11 Price Reduction for Defective Cost or Pricing Data - Modifications(Applies, unless an exception applies, whenever submission of cost or pricing data per FAR 15.403-4 is required.) (Refer to Part IV.402 for the clause in full text.)

Oct-97

3.057 > the threshold for submission of cost or


52.215-12 Subcontractor Cost or Pricing Data (This clause applies, unless an exception applies, if this

order exceeds the applicable threshold for submission of cost or pricing data at FAR 15.403-4, on the date of agreement on price or the date of award, whichever is later. When required by this clause, Seller agrees that it will submit, and shall require its subcontractors to submit, cost or pricing data in the form required by FAR Part 15 and to execute a "Certificate of Current Cost or Pricing Data" in the format required by FAR Part 15.406-2 (entitled "Certificate of Current Cost or Pricing Data"), unless an exception under FAR 15.403-1 applies. In addition to any remedies provided by law, Seller agrees that if Buyer is subjected to any liability as a result of Seller's or its subcontractor's failure to comply with that requirement or the requirements in the applicable clauses invoked herein entitled "Subcontractor Cost or Pricing Data" and "Subcontractor Cost or Pricing Data - Modifications", then Seller agrees to indemnify and hold Buyer harmless to the full extent of any loss, damage, or expense

Oct-97





(including reasonable attorney's fees but excluding Buyer's overhead and profit) resulting from such failure. Refer also to clause IV. 401, FAR 52.215-10, Price Reduction for Defective Cost or Pricing Data.)



52.215-13 Subcontractor Cost or Pricing Data - Modifications (This clause applies, unless an exception applies, if this order exceeds the applicable threshold for submission of cost or pricing data at FAR 15.403-4, on the date of agreement on price or the date of award, whichever is later. When required by this clause, Seller agrees that it will submit, and shall require its subcontractors to submit, cost or pricing data in the form required by FAR Part 15 and to execute a "Certificate of Current Cost or Pricing Data" in the format required by FAR Part 15.406-2 (entitled "Certificate of Current Cost or Pricing Data"), unless an exception under FAR 15.403-1 applies. In addition to any remedies provided by law, Seller agrees that if Buyer is subjected to any liability as a result of Seller's or its subcontractor's failure to comply with that requirement or the requirements in the applicable clauses invoked herein entitled "Subcontractor Cost or Pricing Data" and "Subcontractor Cost or Pricing Data - Modifications", then Seller agrees to indemnify and hold Buyer harmless to the full extent of any loss, damage, or expense (including reasonable attorney's fees but excluding Buyer's overhead and profit) resulting from such failure. Refer also to clause 402, FAR 52.215-11, Price Reduction for Defective Cost or Pricing Data – Modifications.)

Oct-97

3.059 RESERVED

3.060 All 52.215-15 Pension Adjustments & Asset Reversions (This clause applies to solicitations and orders meeting the applicability requirements of FAR 15.408(g) (e.g., for which it is anticipated that cost or pricing data will be required or for which any pre-award or post-award cost determinations will be subject to Part 31). Further flow down is required.)

Oct-04

3.061 All 52.215-16 Facilities Capital Cost of Money (Applies if Seller proposed this cost in its offer and if the criteria for allowability in FAR 31.205-10(b) are met. If this clause applies, clause "FAR 52.215-17, Waiver of Facilities Capital Cost of Money" is deleted.)

Jun-03

3.062 All 52.215-17 Waiver of Facilities Capital Cost of Money (Applies if Seller did not propose this cost in its offer. If this clause applies, "FAR 52.215-16, Facilities Capital Cost of Money" is deleted.)

Oct-97

3.063 All 52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other Than Pensions (This clause applies to solicitations and orders meeting the applicability requirements of FAR 15.408(j) (e.g., for which it is anticipated that cost or pricing data will be required or for which any pre-award or post-award cost determinations will be subject to Part 31). Further flow down is required.)

Jul-05

3.063.aIV.403

All(See Note *)

52.215-19 Notification of Ownership Changes (Modified)(Note * :This clause applies to solicitations and orders meeting the applicability requirements of FAR 15.408(k) (e.g., for which it is anticipated that cost or pricing data will be required or for which any pre-award or post-award cost determinations will be subject to Part 31). Further flow down is required.) (Refer to Part IV.403 for the clause in full text as modified.)

Oct-97



52.215-21 Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data - Modifications (This clause applies, unless an exception applies, if this order exceeds the applicable threshold for submission of cost or pricing data on the date of agreement on price or the date of award, whichever is later. However, if the Seller is not granted an exception from the requirements to submit cost or pricing data, the Seller shall submit cost or pricing data and supporting attachments in accordance with table 15-2 of FAR 15.408. In addition, as soon as practicable after agreement on price, but before award (except for unpriced actions), the Seller shall submit a Certificate of Current Cost or Pricing Data, as prescribed by FAR 15.406-2.)

Oct-97

3.065 All 52.219-8 Utilization of Small Business Concerns (Applies to all solicitations and orders that offer further subcontracting opportunities.)

May-04





3.066 > $550K (except to

small businesses)

52.219.9 & ALT II

Small Business Subcontracting Plan (Applies to all solicitations and subcontracts/orders > $550,000 ($1,000,000 for construction of any public facility), except those to small business concerns). If this clause is applicable, (1) the Seller agrees that it will submit to the Buyer for approval, negotiate, and adopt (and will require all of its subcontractors (except small business concerns) that receive subcontracts in excess of $550,000 ($1,000,000 for construction of any public facility) to submit, negotiate, and adopt) a subcontracting plan that complies with all of the requirements of this clause FAR 52.219-9. (2) The plan, when approved in writing by Buyer, is hereby invoked by reference in and forms a part of an order awarded to Seller. (3) Seller agrees to submit SF294 and SF 295 reports in accordance with the clause requirements. (4) Seller understands that failure to submit and negotiate a subcontracting plan may make it ineligible for award of an order. (5) Failure by Seller or its subcontractor(s) to comply in good faith with FAR 52.219-8 and 52.219-9 invoked herein shall be a material breach of the order and the order shall be subject to termination by Buyer for cause. In accordance with ALT II, when this clause applies, the Offeror’s/Seller’s proposal submitted in response to the solicitation shall include a small business subcontracting plan that complies with the requirements of this clause. )

Apr-08 & Alt II Oct-

01

3.067 > $550K (Except to

small businesses.

Applies when FAR 52.219-9 applies.)

52.219-16 Liquidated Damages - Subcontracting Plan (Modified) (Incorporated by Reference, less paragraphs (d) and (e). Seller agrees that the Buyer may withhold or recover from Seller such sums as the Buyer's Contracting Officer withholds or recovers from Buyer pertaining to Seller's or its subcontractor’s compliance or noncompliance with the requirements of FAR 52.219-8, FAR 52.219-9, or this clause as well as costs and expenses incurred by Buyer (including reasonable attorney’s fees) as a result of Seller’s or its subcontractor’s compliance or noncompliance with the requirements of these clauses.)

Jan-99

3.068(Refer

to clause

56.)

All 52.222-2 Payment for Overtime Premiums (Modified)This clause is not invoked in full text in Part IV by EB. Rather, EB uses its own clause 56 entitled “Restriction on Certain Payments and Overtime Compensation (Orders to which the Cost Principles at FAR Part 31 Apply)” which is heavily based on this clause 52.222-2 modified.

Jul-90(See

Note on left.)

3.068.a All 52.222-4 Contract Work Hours and And Safety Standards Act – Overtime Compensation(Applies if this order may involve the employment of laborers or mechanics. Further flow down may be required. Seller is responsible for compliance by any subcontractor or lower-tier subcontractor with the provisions in paragraphs (a) - (d) of the clause.

Jul-05

3.068.b All 52.222-6 Davis Bacon Act(Applies if this order is for construction, alteration or repair (as defined in FAR 52.222-11(a)) within the United States.)

Jul-05

3.068.c All 52.222-7 Withholding of Funds(Applies if this order is for construction, alteration or repair (as defined in FAR 52.222-11(a)) within the United States.)

Feb-88

3.068.d All 52.222-8 Payrolls and Basic Records(Applies if this order is for construction, alteration or repair (as defined in FAR 52.222-11(a)) within the United States.)

Feb-88

3.068.e All 52.222-9 Apprentices and Training(Applies if this order is for construction, alteration or repair (as defined in FAR 52.222-11(a)) within the United States.)

Jul-05

3.068.f All 52.222-10 Compliance With Copeland Act Requirements(Applies if this order is for construction, alteration or repair (as defined in FAR 52.222-11(a)) within the United States.)

Feb-88

3.068.g All 52.222-11 Subcontracts (Labor Standards)(Applies if this order is for construction, alteration or repair (as defined in FAR 52.222-11(a)) within the United States.)

Jul-05

3.068.h All 52.222-12 Contract Termination-Debarment(Applies if this order is for construction, alteration or repair (as defined in FAR 52.222-11(a)) within the United States.)

Feb-88

3.068.i All 52.222-13 Compliance with Davis-Bacon and Related Act Regulations(Applies if this order is for construction, alteration or repair (as defined in FAR 52.222-11(a)) within the United States.)

Feb-88

3.068.j All 52.222-14 Disputes Concerning Labor Standards(Applies if this order is for construction, alteration or repair (as defined in FAR 52.222-11(a)) within the United States.)

Feb-88

3.068.k All 52.222-15 Certification of Eligibility(Applies if this order is for construction, alteration or repair (as defined in FAR 52.222-11(a)) within the United States.)

Feb-88

3.069 All 52.222-19 Child-Labor Cooperation with Authorities and Remedies Feb-08





3.070 > $10K 52.222-20 Walsh-Healey Public Contracts Act (Applies if this order exceeds or may exceed $10,000.)

Dec-96

3.071 All 52.222-21 Prohibition of Segregated Facilities (Applies if this order is subject to the FAR Equal Opportunity clause of this subcontract.)

Feb-99

3.072 RESERVED 3.073 All 52.222-26 Equal Opportunity

(The terms and conditions of this clause apply unless this subcontract/purchase order is exempted by the rules, regulations, or orders of the Secretary of Labor issued under Executive Order 11246, as amended. Seller shall include the terms and conditions of this clause in every lower-tier subcontract or purchase order that is not exempted by the rules, regulations, or orders of the Secretary of Labor issued under Executive Order 11246, as amended, so that these terms and conditions will be binding upon each subcontractor or vendor.)

Mar-07

3.074 All 52.222-29 Notification of Visa Denial Jun-033.075 > = $100K 52.222-35 Equal Opportunity For Special Disabled Veterans, Veterans of the Vietnam Era, and

Other Eligible Veterans (Applies if this order > = $100,000 unless exempted by rules, regulations, or orders of the U.S. Secretary of Labor. The Seller shall act as specified by the Deputy Assistant Secretary of Labor to enforce the terms, including action for noncompliance.)

Sep-06

3.076 > $ 10K 52.222-36 Affirmative Action for Workers With Disabilities (Applies if this order exceeds $10,000 unless exempted by rules, regulations, or orders of the U.S. Secretary of Labor. The Seller shall act as specified by the Deputy Assistant Secretary of Labor to enforce the terms, including action for noncompliance.

Jun-98

3.077 > = $100K 52.222-37 Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Applies if this order equals or exceeds $100,000 unless exempted by rules, regulations, or orders of the U.S. Secretary of Labor.

Sep-06

3.078 Applies to Seller's

proposals when FAR 52.222-37

applies

52.222-38 Compliance with Veterans' Employment Reporting Requirements Dec-01

3.078.a RESERVED 52.222-39 RESERVED IN FAR

3.078.b > $10,000 unless

exempted

52.222-40 Notification of Employee Rights Under the National Labor Relations Act (This clause applies, including paragraph (f), if this subcontract exceeds $10,000 and will be performed wholly or partially in the United States, unless exempted by the rules, regulations, or orders of the Secretary of Labor issued pursuant to section 3 of Executive Order 13496 of January 30, 2009, so that such provisions will be binding upon each subcontractor. Further flow down is required. The Seller shall not procure supplies or services in a way designed to avoid the applicability of Executive Order 13496 or this clause. The Seller shall take such action with respect to any such subcontract as may be directed by the Secretary of Labor as a means of enforcing such provisions, including the imposition of sanctions for noncompliance.)

Dec-10

3.078.c All 52.222-50 Combating Trafficking in Persons Aug-073.078.dIV.408

> $3K 52.222-54 Employment Eligibility Verification (“E-Verify”)(Refer to Part IV.408 for the clause in full text.)

Jan-09

3.079 All 52.223-3 Hazardous Material Identification And Material Safety Data (With its offer, the Supplier must provide a list of any hazardous material to be delivered under this purchase order. If an award is to be made to the Seller, the Seller agrees to submit, for each item as required prior to award, a Material Safety Data Sheet and agrees to comply with all of the requirements of this clause.)

Jan-97

3.080 RESERVED3.081 All 52.223-11 Ozone-Depleting Substances May-013.082 All 52.223-12 Refrigeration Equipment and Air Conditioners May-95

3.082.a >$100kor 8(a)

52.223-14 Toxic Chemical Release Reporting(Except for the acquisition of commercial items as defined in FAR Part 2, if this is a competitive solicitation, expected to exceed $100,000 (including all options) then seller is required to make the certification of FAR 52.223-13 Certification of Toxic Chemical Release Reporting, identified elsewhere herein (refer to clause I.3(ix)), Representations and Certifications. If this action is a purchase order vs. a solicitation, then this clause applies (less paragraph (e)) if this order exceeds $100,000 (including all options).)

Aug-03

3.083 All 52.225-13 Restrictions on Certain Foreign Purchases (Further flow down is required.) Jun-083.084 > the S.A.T. 52.227-1 Authorization and Consent Dec-07





(See Notes 2 & 3 above.)

(This clause applies (suitably modified to reflect the relationship of the parties), if this subcontract is expected to exceed the S.A.T. When used in this clause, the word “Government” retains its original meaning as the “U.S. Government” ; except in paragraph (a)(1) where the phrase “…accepted by the Government under this contract; …” is changed to read “… accepted by the Buyer under this subcontract or by the Government under the prime contract; …”.) (Further flow down required.)

3.085 > S.A.T. (See Notes 2 & 3

above.)

52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement (Applies if this order is expected to exceed the S.A.T. (See Notes 2 & 3 above.) Further flow down is required.)

Dec-07

3.086 All 52.227-10 Filling of Patent Applications - Classified Subject Matter(Applies if this order covers or is likely to cover classified subject matter. Paragraph (a) is changed from 30 to 45 days.) (Further flow down is required.)

Dec-07

3.087 Small businesses

and nonprofit organiza-tions only

52.227-11 Patent Rights - Ownership by the Contractor (Short Form) (Applies if this subcontract/purchase order is for Experimental, Developmental, or Research (EDR) work to be performed by a small business concern or nonprofit organization. All references to “Government” shall remain and the subcontractor (Seller) shall have all the rights and obligations provided to the Contractor in the clause. Except, this clause 52.227-11 does not apply for work in connection with the nuclear propulsion plant, its associated components and systems which are under the cognizance of NAVSEA 08. For such orders FAR 52.227-13, Patent Rights – Ownership by the Government, applies. Refer also to the Part II clause no. 206 entitled "Invention Rights – Special Provision" that applies to Nuclear Propulsion cognizance items only.)

Note: In lieu of FAR 52.227-11, Clause 3.034, DFARS 252.227-7038, Patent Rights – Ownership by the Contractor (Large Business), applies to all subcontracts for Experimental, Developmental, or Research (EDR) work to other than small business concerns or nonprofit organizations unless a different patent rights clause is required by FAR 27.303.

Dec-07

3.088 RESERVED3.089 RESERVED3.090 RESERVED3.091 > $650K

based on CAS

exemption. (Submit EB

CAS Appendix A-9

cert if > $500K. (See

Note 1 below.)

52.230-2 Cost Accounting Standards (Applies (less paragraph (b)), unless exempted per 48 CFR 9903.201-1, to negotiated subcontracts over $650,000 (see Note 1) with large businesses. This clause does not apply if FAR 52.230-3; FAR 52.230-4; or FAR 52.230-5 applies. Refer to the Purchase Order Standard Clauses for the applicable CAS clause. Seller shall include the substance of this clause revision (less paragraph (b)) in all other negotiated subcontracts over $650,000 (see Note 1) of any tier, including the obligation to comply with all CAS in effect on the subcontractor's award date or if it has submitted cost or pricing data, on the date of final agreement on price as shown on the subcontractor's signed Certificate of Current Cost or Pricing Data unless the negotiated subcontract is exempt per 48 CFR 9903.201-1. Subcontract awards subject to CAS require the same type of CAS coverage as would prime contracts awarded to the same business unit (9903.201-2(d)). Negotiated subcontracts to Federally Funded Research and Development Centers (FFRDC) operated by an educational institution are subject to full or modified CAS coverage (9903.201-2(c)(4)).

Apr-98

Note 1: This note applies to Cost Accounting Standards FAR clauses 52.230-2; 52.230-3; 52.230-5; and 52.230-6 invoked herein, when applicable. In accordance with the revised threshold for CAS applicability effective 6/14/07 stated in 48 CFR 9903.201-1entitled CAS applicability, which exempts negotiated subcontracts not in excess of $650,000 (vs. the prior $500,000) from all CAS requirements, the effective threshold for CAS applicability in the above FAR CAS clauses is hereby revised from $500,000 to $650,000. However, since this clause revision states a $500K (vs. $650,000) threshold, Seller is to submit an Appendix A-9 if the order is expected to exceed $500,000.

3.092 > $650K based on

CAS exemption.

(Large businesses eligible for

and electing to claim

Modified CAS

coverage.) (See Note

52.230-3 Disclosure and Consistency of Cost Accounting Practices (Applies (less paragraph (b)), unless exempted per 48 CFR 9903.201-1, to negotiated subcontracts over $650,000 (see Note 1 above), but less than $50 million, with large businesses if it certifies on its CAS Appendix A-9 submittal that it is eligible for and elects to use "Modified CAS coverage" (see 48 CFR 9903.201-2). This clause doesn't apply if FAR 52.230-2; FAR 52.230-4; or FAR 52.230-5 applies. Refer to the Purchase Order Standard Clauses for the applicable CAS clause. Seller shall include the substance of this clause (less paragraph (b)) in all other negotiated subcontracts over $650,000 of any tier unless the negotiated subcontract is exempt per 48 CFR 9903.201-1. Subcontract awards subject to CAS require the same type of CAS coverage as would prime contracts awarded to the same business unit (9903.201-2(d)). Negotiated subcontracts to Federally Funded Research and Development Centers

Apr-98





1above.) Submit EB

CAS Appendix A-

9 cert if > $500K.

(FFRDC) operated by an educational institution are subject to the full or modified CAS coverage (9903.201-2(c)(4)).

3.092.a. > $650K based on

CAS exemption. (Submit EB

CAS Appendix A-9

cert if > $500K. Large businesses only.) (See

Note 1 above.)

52.230-4 Disclosure and Consistency of Cost Accounting Practices- Foreign Concerns (Applies, less paragraph (b), if this order (negotiated subcontract) exceeds U.S. $650,000 (see Note 1 above) to foreign concerns (which does not include foreign governments or their agents or instrumentalities), unless exempted per 48 CFR 9903.201-1. Submit CAS Appendix A-9 to claim exemptions. (Note: One CAS exemption applies if the value is <= U.S. $650K.) When this clause applies, Seller must comply with the further flow down requirements contained in the clause and Seller must comply with those CAS specified in the clause. Refer to the Purchase Order Standard Clauses for the applicable CAS clause.)

Jun-10

3.093 > $650K based on

CAS exemption.

(Educational institutions only) (See

Note 1) Submit EB

CAS Appendix A-9

cert if > $500K.

52.230-5 Cost Accounting Standards—Educational Institution (Applies (less paragraph (b)), unless exempted per 48 CFR 9903.201-1, to negotiated subcontracts over $650,000 (see Note 1 above) with an "educational institution". This clause doesn't apply if FAR 52.230-2; 52.230-3; or 52.230-4 applies. Refer to the Purchase Order Standard Clauses for the applicable CAS clause. Seller shall flow down this clause (less paragraph (b)) in all other negotiated subcontracts over $650,000 (see Note 1) of any tier, including the obligation to comply with all applicable CAS in effect on the subcontractor's award date or if it has submitted cost or pricing data, on the date of final agreement on price as shown on the subcontractor's signed Certificate of Current Cost or Pricing Data unless the negotiated subcontract is exempt per 48 CFR 9903.201-1. Subcontract awards subject to CAS require the same type of CAS coverage as would prime contracts awarded to the same business unit (9903.201-2(d)). Negotiated subcontracts awarded to Federally Funded Research and Development Centers (FFRDC) operated by an educational institution are subject to full or modified CAS coverage (9903.201-2(c)(4)) and FAR 52.230-5 and may not be used by an FFRDC (see 48 CFR 9903.201-2(c)(5)).

Oct-10

3.094 > $650K when CAS

applies (see Note 1).

Submit EB CAS

Appendix A-9 cert if > $500K.

52.230-6 Administration of Cost Accounting Standards (Applies if this is a negotiated contract over $650,000 awarded to a large business, unless exempted from CAS, that is subject to a clauses at FAR 52.230-2; 52.230-3; or 52.230-5. Refer to the Purchase Order Standard Clauses for the applicable CAS clause. For negotiated subcontracts subject to CAS clauses FAR 52.230-2; 52.230-3; or 52.230-5, Seller shall comply with all CAS in effect on the date of award or, if it has submitted cost or pricing data, on the date of final agreement on price as shown on the subcontractor's signed Certificate of Current Cost or Pricing Data, whichever is earlier.)

Mar-08

3.095 All 52.232-17 Interest (Not applicable to state and local governments or to contracts without provision for profit or fee with a nonprofit organization. In paragraphs (a) and (b)(3), "Government" retains its original meaning and add "or Buyer" after it.)

Jun-96

3.096 All 52.233-3 Protest After Award (Aug 1996) & ALT I (Jun 1985) (Modified) - (This clause applies and Buyer may issue a stop work order under this clause to Seller irrespective of whether the protest is against award of the prime subcontract that this purchase order is a subcontract under or whether the protest is against award of this purchase order.)- (In addition to revising the language to reflect the relationship of the parties, (i) change para.(a) (2) to read, “Terminate the work covered by the Purchase Order as provided in the Default clause or a termination clause of this Purchase Order”; (ii) change para. (c) to read “terminated for convenience” in lieu of “terminated for the convenience of the Government” and (iii) delete paragraph (f).

- Alt I applies if this is or is intended to be a cost-reimbursement type Purchase order.

Aug-96 & ALT I

Jun-85

3.097 All 52.234-1 Industrial Resources Developed Under Defense Production Act Title III Dec-943.098 All CR, FPI,

or Price Re-determinable

52.242-1 Notice of Intent to Disallow Costs (Applies when a cost-reimbursement contract, a fixed-price incentive contract, or a contract providing for price re-determination is contemplated.)

Apr-84


52.242-3 Penalties for Unallowable Costs (Applies if the solicitation or Purchase Order exceeds the applicable threshold for submission of cost or pricing data at FAR 15.403-4 (except fixed-price contracts without cost incentives or any firm-fixed-price contract for the purchase of commercial items.)

May-01






3.100 All 52.242-4 Certification of Final Indirect Costs (Applies to all solicitations and contracts which provide for establishment of final indirect cost rates. E.g., (a) interim reimbursement of indirect costs; (2) establishment of final indirect cost rates; or (c) contract financing that includes interim payment of indirect costs [e.g., progress payments].)

Jan-97

3.100.aIV.404

All 52.242-15 & Alt I (Apr-84)

Stop Work Order(Alt I applies if this subcontract is cost-reimbursement type)(Refer to Part IV.404 for the clause in full text.)

Aug-89 & Alt I (Apr-

84)3.101 All 52.244-5 Competition In Subcontracting Dec-963.102 All 52.244-6 Subcontracts for Commercial Items

(Refer also to DFARS 252.244-7000, Subcontracts for Commercial Items and Commercial Components (DoD Contracts) invoked above as clause 3.039.

Mar-07

3.102.aIV.416

All 52.245-1 Government Property(Refer to Part IV.416 for the clause in full text. Note that demilitarization of an item may be required to be demilitarized prior to shipment or disposal.)(Refer to Part IV.416 for the clause in full text.)

Jun-07

3.103 RESERVED

3.103.a All 52.245-9 Use and Charges (Note: Per FAR 52.245-9, (1) a rental fee may be required for the use of Government property, and (2) the unauthorized use of Government Property can subject a person to fines, imprisonment, or both, under 18 USC 641.)

Jun-07

3.104 >= $100K 52.248-1 Value Engineering (Applies if this order is $100,000 or greater.) (Deviation: add the following: "(n) this clause does not apply to any work under this contract in connection with the nuclear propulsion plant, its associated components and systems which are under the technical cognizance of NAVSEA 08.")

Feb-00

PART III.2

FIXED PRICE (Applies to fixed price solicitations and awards in addition to PART III.1, GENERAL)

3.201 All FP 52.242-17 Government Delay of Work (Applies, suitably modified to reflect the relationship of the Parties, if the Government causes a delay at the prime contract level which impacts Seller's performance of this purchase order. Applies when a fixed-price subcontract is anticipated for supplies other than commercial or modified-commercial items and when a fixed-price subcontract is contemplated for services.)

Apr-84

3.201.aIV.417

52.243-1 & Alt II (Apr-84)

Changes – Fixed Price (Modified)(Modified to read as shown in full text in Part IV.417.)

Aug-87 & Alt II

(4/84)3.201.bIV.419

52.246-2 Inspection of Supplies – Fixed Price(Modified to read as shown in full text in Part IV.419.)

Aug-96

3.201.cIV.420

52.246-4 Inspection of Services – Fixed Price(Modified to read as shown in full text in Part IV.420.)

Aug-96

3.202 All FP (Also, refer to

Part I.2 "Default

(Fixed-Price Supply and Service)" clause.)

52.249-2 (Mod)

Termination For Convenience of the Government or Buyer (Fixed Price) (Modified)(This clause is incorporated herein by reference modified as shown below such that Buyer shall have the right to terminate this Purchase Order for convenience of either the Government or the Buyer. Revised to apply to all fixed-price orders.)• Revise the title to read “Termination for Convenience of the Government or Buyer (Fixed Price)” in lieu of “Termination for Convenience of the Government (Fixed-Price)”; and• Revise the language to reflect the relationship of the parties as described in Part III language "Clauses/Provisions Incorporated by Reference"; and• In paragraph (a), revise “… if the Contracting Officer determines that a termination is in the Government’s interest.” to “… if the Buyer determines that a termination is in the Buyer’s or Government’s interest.”; and• In paragraph (b)(8), revise “Government” to “Buyer or the Government”; and• In paragraph (c), “120 days”” is changed to “60 days” and paragraph (e) is changed from “one year” to “six months”; and• Delete paragraph (j) in its entirety; and• In paragraph (n), “Government” is changed to “Government and the Buyer”.

May-04

3.203I.2-104

52.249-8 Default (Fixed-Price Supply and Service) (Modified)(Refer to clause I.2 -104 for clause in full text.)

Apr-84

3.204 RESERVED3.205 All FP 52.249-1 Termination For Convenience of the Government or Buyer (Fixed Price) (Short Form)

(Modified)(This clause is incorporated herein by reference modified as shown below such that Buyer shall have the right to terminate this Purchase Order for convenience of either the Government or the Buyer. Revised to apply to all fixed price orders.) Revise the title to read

Apr-84





"Termination For Convenience of the Government or Buyer (Fixed Price) (Short Form)" in lieu of "Termination for the Convenience of the Government"; and replace the phrase "The Contracting Officer" with "The Contracting Officer or Buyer"; and replace the phrase "the Government's interest" with "the Buyer's or the Government's interest".

PART III.3

COST REIMBURSEMENT, TIME-AND-MATERIALS, AND LABOR HOUR (Applies to CR, T & M, and LH type solicitations and awards in addition to PART III.1, GENERAL)

3.301 All CR 52.216-7 Allowable Cost and Payment (Applies if this solicitation and/or order is/are contemplated to be a cost-reimbursement subcontract or a time-and-materials subcontract (other than a subcontract for a commercial item.). If this subcontract is with an educational institution, modify the clause by deleting from paragraph (a) the words "Subpart 31.2" and substituting for them "Subpart 31.3.". If this subcontract is a time-and-materials subcontract, the clause FAR 52.216-7 applies only to the portion of the subcontract that provides for reimbursement of materials (as defined in the clause at 52.232-7) at actual cost.)

Dec-02

3.302 All CR 52.216-8 Fixed Fee (Modified) (This clause applies, less the final two sentences of paragraph (b), if this solicitation and/or order is contemplated to be a cost-plus-fixed-fee subcontract (other than a construction subcontract).) In paragraph (a), the word "Schedule" shall mean this letter contract or purchase order.

Mar-97

3.303 All CR 52.232-20 Limitation of Costs (Except that "60 days" is changed to "75 days" in paragraph (b)(1).) (Applies if a fully funded cost-reimbursement contract is contemplated, except those for consolidated facilities, facilities acquisition, or facilities use, whether or not the contract provides for payment of a fee.)

Apr-84

3.304 All CR 52.232-22 Limitation of Funds (Except that "60 days" is changed to "75 days" in paragraph (c)(1).) (Applies if an incrementally funded cost-reimbursement contract is contemplated.)

Apr-84

3.304.aIV.421

All CR 52.243-2 & Alt I (Apr-84) & Alt II (Apr-84)

Changes – Cost Reimbursement (Modified)(Modified to read as shown in full text in Part IV.421.)

Aug-87 & Alt I (Apr-84) & Alt II (Apr-

84)3.305IV.422

All T & M 52.243-3 Changes – Time-And Materials or Labor Hours (Modified)(Modified to read as shown in full text in Part IV.422.)

Sep-00

3.305 RESERVED

3.306 All CR 52.246-3 Inspection of Supplies - Cost Reimbursement (Refer also to section 1.3-200.)

May-01

3.307 All CR (See Part I also)

52.246-5 Inspection of Services - Cost Reimbursement Apr-84

3.308 All T & M or LH

52.246-6 Inspection - Time and Material and Labor Hour May-01

3.309 All CR, T&M, or LH

52.249-6 Termination (Cost Reimbursement) - (Except that paragraph (d) is changed from "120 days" to 60 "days" and paragraph (f) is changed from "one year" to "six months". Delete Section (j) and use Alt. IV for Time & Material or Labor Hour Contracts.)

May-04and (T&M

and LH) ALT IV

(Sep-96) (Modi-fied) )

3.310 All CR, T&M, or LH

52.249-14 Excusable Delays Apr-84

PART IV FAR/DFARS CLAUSES MODIFIED TO READ AS SHOWN AND INCORPORATED IN FULL TEXT

PART IV.0 – GENERAL - FAR/DFARS CLAUSES MODIFIED AND INCORPORATED IN FULL TEXT(Apply to all solicitations and awards in addition to either PART IV.1 (Fixed Price) or PART IV.2 (Cost Reimbursement; Time-and-Material; or Labor Hours))

* Note: The applicable threshold for submission of cost or pricing data is $700K effective 10/1/10 (per FAC 2005-45); $650K effective 9/28/06 (per FAC 2005-13 dated 9/28/06); $550K effective 10/11/10 (per FAC 97-20 dated 10/11/00). Use $500K for dates prior to 10/11/00, unless otherwise specified. The threshold for submittal of cost or pricing data is that in effect on the date of agreement on price or the date of subcontract award, whichever is later.

401. FAR 52.215-10, PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (OCT 1997) (Modified to read as shown below.)(Refer also to clause 3.056.a.)

(Applies if this order exceeds the applicable threshold for submission of cost or pricing data (FAR 15.403-4, see * Note above) on the date of agreement on price or the date of award, whichever is later; and Seller and/or its subcontractor(s) are required by law or regulation to submit cost or pricing data in the form required by





FAR Part 15; and to execute a "Certificate of Current Cost or Pricing Data" in the format required by FAR Part 15.406-2 (entitled "Certificate of Current Cost or Pricing Data").

In addition to any remedies provided by law, Seller agrees that if Buyer is subjected to any liability as a result of Seller's or its subcontractor's failure to comply with this requirement or the requirements in the applicable clauses invoked herein entitled "Subcontractor Cost or Pricing Data" and "Subcontractor Cost or Pricing Data - Modifications", then Seller agrees to indemnify and hold Buyer harmless to the full extent of any loss, damage, or expense (including reasonable attorney's fees but excluding Buyer's overhead and profit) resulting from such failure.)

For purposes hereunder, the term “contract” shall include letter contracts, purchase order, delivery order or task order, or any other contractual vehicle between the Buyer (EB) and the Seller.

(a) If any price, including profit or fee, negotiated in connection with this contract, or any cost reimbursable under this contract, was increased by any significant amount or if the Buyer incurs costs, expenses (including reasonable attorney’s fees), and/or penalties that the Buyer would not otherwise have been liable for because -

(1) The Seller or a lower-tier subcontractor furnished cost or pricing data that were not complete, accurate, and current as certified in its Certificate of Current Cost or Pricing Data;

(2) A lower-tier subcontractor or prospective lower-tier subcontractor furnished the Seller cost or pricing data that were not complete, accurate, and current as certified in the Seller’s Certificate of Current Cost or Pricing Data; or

(3) Any of these parties furnished data of any description that were not accurate, the price or cost shall be reduced accordingly and the contract shall be modified to reflect the reduction.

(b) Any reduction in the contract price under paragraph (a) of this clause due to defective data from a prospective lower-tier subcontractor that was not subsequently awarded the lower-tier subcontract shall be limited to the amount, plus applicable overhead and profit markup, by which—

(1) The actual lower-tier subcontract; or (2) The actual cost to the Seller, if there was no lower-tier subcontract, was less than the prospective lower-tier subcontract cost estimate submitted by the

Seller; provided, that the actual lower-tier subcontract price was not itself affected by defective cost or pricing data. (c)(1) If the Buyer’s Contracting Officer determines under paragraph (a) of this clause applicable to Buyer’s prime contract that a price or cost reduction should be

made to Buyer’s prime contract and Buyer determines under paragraph (a) of this clause that a price or cost reduction should be made to this contract, the Seller agrees not to raise the following matters as a defense:

(i) The Seller or lower-tier subcontractor was a sole source supplier or otherwise was in a superior bargaining position and thus the price of the contract would not have been modified even if accurate, complete, and current cost or pricing data had been submitted.

(ii) The Buyer should have known that the cost or pricing data in issue were defective even though the Seller or lower-tier subcontractor took no affirmative action to bring the character of the data to the attention of the Buyer.

(iii) The contract was based on an agreement about the total cost of the contract and there was no agreement about the cost of each item procured under the contract.

(iv) The Seller or lower-tier subcontractor did not submit a Certificate of Current Cost or Pricing Data. (2)(i) Except as prohibited by subdivision (c)(2)(ii) of this clause, an offset in an amount determined appropriate by the Buyer based upon the facts shall be

allowed against the amount of a contract price reduction if— (A) The Seller certifies to the Buyer that, to the best of the Seller’s knowledge and belief, the Seller is entitled to the offset in the amount requested; and (B) The Seller proves that the cost or pricing data were available before the “as of” date specified on its Certificate of Current Cost or Pricing Data, and that the data were not submitted before such date.

(ii) An offset shall not be allowed if— (A) The understated data were known by the Seller to be understated before the “as of” date specified on its Certificate of Current Cost or Pricing Data; or (B) The Buyer or the Government proves that the facts demonstrate that the contract price would not have increased in the amount to be offset even if the

available data had been submitted before the “as of” date specified on its Certificate of Current Cost or Pricing Data. (d) If any reduction in the contract price under this clause reduces the price of items for which payment was made prior to the date of the modification reflecting

the price reduction, the Seller shall be liable to and shall pay the Buyer at the time such overpayment is repaid— (1) Simple interest on the amount of such overpayment to be computed from the date(s) of overpayment to the Seller to the date the Buyer is repaid by the

Seller at the applicable underpayment rate effective for each quarter prescribed by the Secretary of the Treasury under 26 U.S.C. 6621(a)(2); and (2) A penalty equal to the amount of the overpayment, if the Seller or lower-tier subcontractor knowingly submitted cost or pricing data that were incomplete,

inaccurate, or noncurrent.

402. FAR 52.215-11, PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA – MODIFICATIONS (OCT 1997) (Modified to read as shown below.) (Refer also to clause 3.056.b.)

(Applies if this order exceeds the applicable threshold for submission of cost or pricing data (FAR 15.403-4, see * Note above) on the date of agreement on price or the date of award, whichever is later; and Seller and/or its subcontractor(s) are required by law or regulation to submit cost or pricing data in the form required by FAR Part 15; and to execute a "Certificate of Current Cost or Pricing Data" in the format required by FAR Part 15.406-2 (entitled "Certificate of Current Cost or Pricing Data").

In addition to any remedies provided by law, Seller agrees that if Buyer is subjected to any liability as a result of Seller's or its subcontractor's failure to comply with this requirement or the requirements in the applicable clauses invoked herein entitled "Subcontractor Cost or Pricing Data" and "Subcontractor Cost or Pricing Data - Modifications", then Seller agrees to indemnify and hold Buyer harmless to the full extent of any loss, damage, or expense (including reasonable attorney's fees but excluding Buyer's overhead and profit) resulting from such failure.)

For purposes hereunder, the term “contract” shall include letter contracts, purchase order, delivery order or task order, or any other contractual vehicle between the Buyer (EB) and the Seller.

(a) This clause shall become operative only for any supplement or other modification to this contract involving a pricing adjustment expected to exceed the threshold for submission of cost or pricing data at FAR 15.403-4, except that this clause does not apply to any modification if an exception under FAR 15.403-1 applies.

(b) If any price, including profit or fee, negotiated in connection with any modification under this clause, or any cost reimbursable under this contract, was increased by any significant amount or if the Buyer incurs costs, expenses (including reasonable attorney’s fees), and/or penalties that the Buyer would not otherwise have been liable for because (1) the Seller or a lower-tier subcontractor furnished cost or pricing data that were not complete, accurate, and current as certified in its Certificate of Current Cost or Pricing Data, (2) a lower-tier subcontractor or prospective lower-tier subcontractor furnished the Seller cost or pricing data that were not complete, accurate, and current as certified in the Seller’s Certificate of Current Cost or Pricing Data, or (3) any of these parties furnished data of any description that were not accurate, the price or cost shall be reduced accordingly and the contract shall be modified to reflect the reduction. This right to a price reduction is limited to that resulting from defects in data relating to modifications for which this clause becomes operative under paragraph (a) of this clause.

(c) Any reduction in the contract price under paragraph (b) of this clause due to defective data from a prospective lower-tier subcontractor that was not subsequently awarded the lower-tier subcontract shall be limited to the amount, plus applicable overhead and profit markup, by which—





(1) The actual lower-tier subcontract; or (2) The actual cost to the Seller, if there was no lower-tier subcontract, was less than the prospective lower-tier subcontract cost estimate submitted by the

Seller; provided, that the actual lower-tier subcontract price was not itself affected by defective cost or pricing data. (d)(1) If the Buyer’s Contracting Officer determines under paragraph (b) of this clause that a price or cost reduction should be made to Buyer’s prime contract and

Buyer determines under paragraph (b) of this clause that a price or cost reduction should be made to this contract, the Seller agrees not to raise the following matters as a defense:

(i) The Seller or lower-tier subcontractor was a sole source supplier or otherwise was in a superior bargaining position and thus the price of the contract would not have been modified even if accurate, complete, and current cost or pricing data had been submitted.

(ii) The Buyer should have known that the cost or pricing data in issue were defective even though the Seller or lower-tier subcontractor took no affirmative action to bring the character of the data to the attention of the Buyer.

(iii) The contract was based on an agreement about the total cost of the contract and there was no agreement about the cost of each item procured under the contract.

(iv) The Seller or lower-tier subcontractor did not submit a Certificate of Current Cost or Pricing Data. (2)(i) Except as prohibited by paragraph (d)(2)(ii) of this clause, an offset in an amount determined appropriate by the Buyer based upon the facts shall be

allowed against the amount of a contract price reduction if— (A) The Seller certifies to the Buyer that, to the best of the Seller’s knowledge and belief, the Seller is entitled to the offset in the amount requested; and (B) The Seller proves that the cost or pricing data were available before the “as of” date specified on its Certificate of Current Cost or Pricing Data, and

that the data were not submitted before such date. (ii) An offset shall not be allowed if—

(A) The understated data were known by the Seller to be understated before the “as of” date specified on its Certificate of Current Cost or Pricing Data; or (B) The Buyer or the Government proves that the facts demonstrate that the contract price would not have increased in the amount to be offset even if the

available data had been submitted before the “as of” date specified on its Certificate of Current Cost or Pricing Data. (e) If any reduction in the contract price under this clause reduces the price of items for which payment was made prior to the date of the modification reflecting

the price reduction, the Seller shall be liable to and shall pay the Buyer at the time such overpayment is repaid— (1) Simple interest on the amount of such overpayment to be computed from the date(s) of overpayment to the Seller to the date the Buyer is repaid by the

Seller at the applicable underpayment rate effective for each quarter prescribed by the Secretary of the Treasury under 26 U.S.C. 6621(a)(2); and (2) A penalty equal to the amount of the overpayment, if the Seller or lower-tier subcontractor knowingly submitted cost or pricing data that were incomplete,

inaccurate, or noncurrent. 403. 52.215-19, NOTIFICATION OF OWNERSHIP CHANGES (OCT 1997) (Modified to read as shown below.)

(Refer also to the PART I clauses entitled “Notification of Ownership or Legal Structure Changes” and “Notification of Foreign Ownership or Foreign Place of Performance”. This clause applies to solicitations and orders that meet the applicability requirements of FAR 15.408(k) (e.g., for which it is contemplated that cost or pricing data will be required or for which any pre-award or post-award cost determination will be subject to Part 31.2.).)(a) The Seller shall make the following notifications in writing:

(1) When the Seller becomes aware that a change in its ownership has occurred, or it is certain to occur, that could result in changes in the valuation of its capitalized assets in the accounting records, the Seller shall notify the Buyer within 10 (ten) working days of the effective date of the change or of becoming aware if the prospective change, whichever is earlier.

(2) The Seller shall also notify the Buyer within 10 (ten) working days of the effective date of the change or of becoming aware if the prospective change, whichever is earlier, whenever changes to asset valuations or any other cost changes have occurred or are certain to occur as a result of a change in ownership.

(b) The Seller shall – (1) Maintain current, accurate, and complete inventory records of assets and their costs;(2) Provide the Government, Buyer or the designated representative of either ready access to the records upon request;(3) Ensure that all individual and grouped assets, their capitalized values, accumulated depreciation or amortization, and remaining useful lives are identified

accurately before and after each of the Seller’s ownership changes; and(4) Retain and continue to maintain depreciation and amortization schedules based on the asset records maintained before each Seller ownership change.

(c) The Seller shall include the substance of this clause in all contracts that meet the applicability requirement of FAR 15.408(k).

404. FAR 52.242-15, STOP-WORK ORDER (AUG 1989) (Modified to read as shown below.)(ALT I applies if this a cost-reimbursement order.) (Refer also to the Part I clause entitled “Suspension of Work”.)

(a) Seller agrees that Buyer may, at any time, by written order to the Seller, require the Seller to stop all, or any part, of the work called for by this Purchase Order for a period of 90 days after the order is delivered to the Seller, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Seller shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Seller, or within any extension of that period to which the parties shall have agreed, the Buyer shall either - (1) Cancel the stop-work order; or (2) Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the Government or Buyer, clause of this Purchase Order. (b) If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Seller shall resume work. The Buyer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if- (1) The stop-work order results in an increase in the time required for, or in the Seller's cost properly allocable to, the performance of any part of this Purchase Order; and (2) The Seller asserts its right to the adjustment within 20 calendar days after the end of the period of work stoppage; provided, that, if the Buyer decides the facts justify the action, the Buyer may receive and act upon the claim submitted at any time before final payment under this Purchase Order. (c) If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government or the Buyer, the Buyer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement. (d) If a stop-work order is not canceled and the work covered by the order is terminated for default, the Buyer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order. Alternate I - If the clause is inserted in a cost-reimbursement contract, in paragraph (b) substitute the words "an equitable adjustment in the delivery schedule, the estimated cost, the fee, or a combination thereof, and in any other terms of the purchase order that may be affected" for the words "an equitable adjustment in the delivery schedule or purchase order price, or both."

405. RESERVED





406. DFARS 252.209-7004, SUBCONTRACTING WITH FIRMS THAT ARE OWNED OR CONTROLLED BY THE GOVERNMENT OF A TERRORISTCOUNTRY (Dec 2006, Modified to read as shown below.)(a) Unless the Buyer and the Government determines that there is a compelling reason to do so, the Seller or a lower-tier subcontractor at any tier shall not enter into any

subcontract of any amount with a firm, or a subsidiary of a firm, that is identified, in the Excluded Parties List System as being ineligible for the award of Defense contracts or subcontracts because it is owned or controlled by the government of a terrorist country.

(b) A corporate officer or a designee of the Seller shall notify the Buyer’s Contracting Officer via Buyer, in writing, before entering into a subcontract with a party that is identified, on the List of Parties Excluded from Federal Procurement and Non-procurement Programs, as being ineligible for the award of Defense contracts or subcontracts because it is owned or controlled by the government of a terrorist country. The notice must include the name of the proposed subcontractor and the compelling reason(s) for doing business with the subcontractor notwithstanding its inclusion on the List of Parties Excluded from Federal Procurement and Non-procurement Programs.

407. DFARS 252.225-7014, PREFERENCE FOR DOMESTIC SPECIALTY METALS AND (ALTERNATE I) (Jan-08) (DEVIATION 2008-O0002) (Note: Refer also to clause 3.016 which invokes this clause by reference.)

Applies, less paragraph (c) and with Alt I, in all subcontracts, at any tier, unless the item being purchased contains no “specialty metals”.

(a) Definitions. As used in this clause –(1) “Assembly” means an item forming a portion of a system or subsystem that can be provisioned and replaced as an entity and which incorporates multiple, replaceable

parts.(2) “Commercial derivative military article” means an item procured by the Department of Defense that is or will be produced using the same production facilities, a common supply chain, and the same or similar production processes that are used for the production of articles predominantly used by the general public or by nongovernmental entities for purposes other than governmental purposes.(3) “Commercially available off-the-shelf item” –

(i) Means any item that is –(A) A commercial item;(B) Sold in substantial quantities in the commercial marketplace; and(C) Offered to the government, under a contract or subcontract at any tier, without modification, in the same form in which it is sold in the

commercial marketplace; and(ii) Does not include bulk cargo, as defined in section 3 of the Shipping Act of 1984 (46 U.S.C. App 1702), such as agricultural products and petroleum products.

(4) “Component” means any item supplied to the Government as part of an end item or of another component.(5) “Electronic component” means an item that operates by controlling the flow of electrons or other electrically charged particles in circuits, using interconnections of

electrical devices such as resistors, inductors, capacitors, diodes, switches, transistors, or integrated circuits.(6) “End item” means the final production product when assembled or completed, and ready for issue, delivery, or deployment.(7) “Produce” means the application of forces or processes to a specialty metal to create desired physical properties through quenching or tempering of steel plate, or gas

atomization or sputtering of titanium.” (8) “Qualifying country” means any country listed in subsection 225.872-1(a) or (b) of the Defense Federal Acquisition Regulation Supplement (DFARS).(9) “Required form” means in the form of mill product, such as bar, billet, wire, slab, plate, or sheet, and in the grade appropriate for the production of –

(i) A finished end item delivered to the Department of Defense; or(ii) A finished component assembled into an end item delivered to the Department of Defense.

(10) “Specialty metal” means –(i) Steel –

(A) With a maximum alloy content exceeding one or more of the following limits: manganese, 1.65 percent; silicon, 0.60 percent; or copper, 0.60 percent; or(B) Containing more than 0.25 percent of any of the following elements: aluminum, chromium, cobalt, molybdenum, nickel, niobium (columbium), titanium,

tungsten, or vanadium;(ii) Metal alloys consisting of –

(A) Nickel or iron-nickel alloys that contain a total of alloying metals other than nickel and iron in excess of 10 percent; or(B) Cobalt alloys that contain a total of alloying metals other than cobalt and iron in excess of 10 percent;

(iii) Titanium and titanium alloys; or(iv) Zirconium and zirconium alloys.

(11) “Subsystem” means a functional grouping of items that combine to perform a major function within an end item, such as electrical power, attitude control, and propulsion.

(b) Except as provided in paragraph (c) of this clause, any specialty metals incorporated in items delivered under this contract shall be melted or produced in the United States, it outlying areas, or a qualifying country, except for –

(1) Electronic components;(2)(i) Commercially available off-the-shelf (COTS) items; other than –

(A) COTS fasteners, unless such fasteners are incorporated into COTS end items, subsystems, assemblies, or components.(B) Forgings or castings of specialty metals, unless such forgings or castings are incorporated into COTS end items, subsystems, or assemblies.(C) Commercially available high performance magnets, unless such high performance magnets are incorporated into COTS end items or subsystems;

(ii) A COTS item is considered to be “offered without modification” as long as it is not modified prior to contractual acceptance by the next higher tier in the supply chain.(A) Specialty metals contained in a COTS item that was accepted without modification by the next higher tier are excepted and remain excepted even if a piece of the

COTS item subsequently is removed (e.g., the end is removed from a COTS screw or an extra hole is drilled in a COTS bracket).(B) For specialty metals that were not contained in a COTS item upon acceptance, but are added to the COTS item after acceptance, the added specialty metals are

subject to the restrictions (e.g., a special reinforced handle made of specialty metal that is added to a COTS item).(C) If two or more COTS items are combined in such a way that the resultant item is not a COTS item, only the specialty metals involved in joining the COTS items

together are subject to the restrictions (e.g., a COTS aircraft is outfitted with a COTS engine, but not the COTS engine normally provided with that aircraft).(D) For COTS items that are normally sold in the commercial marketplace with various options, items that include such options are also COTS items. However, if a

COTS item is offered to the Government with an option that is not normally offered in the commercial marketplace, that option is subject to the specialty metals restrictions. (e.g., An aircraft is normally sold to the public with an option for several different radios. DoD requests a military-unique radio. The aircraft is still a COTS item, but the military-unique radio is not a COTS item, and must comply with the specialty metals restrictions, unless another exception applies.

(3) Fasteners that are commercial items that are purchased under a contract or subcontract with a manufacturer of such fasteners, if the manufacturer has certified that it will purchase, during the relevant calendar year, an amount of domestically melted specialty metal, in the required form, for use in the production of fasteners for sale to the Department of Defense and other customers, that is not less than 50% of the total amount of the specialty metal that it will purchase to carry out the production of such fasteners for all customers.

(4) Items manufactured in a qualifying country;





(5) Items for which the Government has determined in accordance with 225.700X-3 of Class Deviation 2008-O0002 that specialty metal melted or produced in the United States cannot be acquired as and when needed in –

(i) A satisfactory quality;(ii) A sufficient quantity; and(iii) The required form.

(6) Specialty metals, other than specialty metals in high performance magnets, that do not meet any of the exceptions in paragraphs (b)(1) through (5) of this clause, if the total weight of such noncompliant metals does not exceed 2 percent of the total weight of specialty metals in the item, as estimated in good faith by the Contractor.

(c) Deleted. Not applicable to this subcontract.

(d) Unless the Contractor has certified in accordance with paragraph (c), the Contractor shall insert the substance of this clause, excluding paragraph (c) but including this paragraph (d), in all subcontracts for articles containing specialty metals.

408. 52.222-54, EMPLOYMENT ELIGIBILITY VERIFICATION (“E-Verify”) (JAN 2009) (Modified to read as shown below.) (This purchase order is a subcontract under a U.S. Government prime contract.Applicability: This clause applies, appropriately modified for identification of the parties, in each subcontract/letter contract/purchase order that—

(1) Is for— (i) Commercial or noncommercial services (except for commercial services that are part of the purchase of a COTS item (or an item that would

be a COTS item, but for minor modifications), performed by the COTS provider, and are normally provided for that COTS item); or (ii) Construction;

(2) Has a value of more than U.S. $3,000; and (3) Includes work performed in the United States.)

When this clause applies, it requires enrollment as a “voluntary employer” or as a U.S. Federal Contractor in the E-Verify program within the specified period of time. Verification of Enrollment: Seller is to provide the EB Buyer with a copy (printout or print screen image) of its company administration screen in E-verify in order to verify subcontractor compliance. Note: It is the screen which shows that the company is a registered participant in E-verify and indicates whether it is participating as a "voluntary employer" or as a "federal contractor".)-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(a) Definitions. As used in this clause— “Commercially available off-the-shelf (COTS) item”—

(1) Means any item of supply that is— (i) A commercial item (as defined in paragraph (1) of the definition at 2.101); (ii) Sold in substantial quantities in the commercial marketplace; and (iii) Offered to the Government, without modification, in the same form in which it is sold in the commercial marketplace; and

(2) Does not include bulk cargo, as defined in section 3 of the Shipping Act of 1984 (46 U.S.C. App. 1702), such as agricultural products and petroleum products. Per 46 CFR 525.1 (c)(2), “bulk cargo” means cargo that is loaded and carried in bulk onboard ship without mark or count, in a loose unpackaged form, having homogenous characteristics. Bulk cargo loaded into intermodal equipment, except LASH or Seabee barges, is subject to mark and count and, therefore, ceases to be bulk cargo.

“Employee assigned to the contract” means an employee who was hired after November 6, 1986, who is directly performing work, in the United States, under a contract that is required to include the clause prescribed at 22.1803. An employee is not considered to be directly performing work under a contract if the employee—

(1) Normally performs support work, such as indirect or overhead functions; and (2) Does not perform any substantial duties applicable to the contract.

“Subcontract” means any contract, as defined in 2.101, entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract. It includes but is not limited to purchase orders, and changes and modifications to purchase orders. “Subcontractor” means any supplier, distributor, vendor, or firm that furnishes supplies or services to or for a prime Contractor or another subcontractor. “United States”, as defined in 8 U.S.C. 1101(a)(38), means the 50 States, the District of Columbia, Puerto Rico, Guam, and the U.S. Virgin Islands.

(b) Enrollment and verification requirements. (1) If the Seller is not enrolled as a Federal Contractor in E-Verify at time of subcontract award, the Seller shall—

(i) Enroll. Enroll as a Federal Contractor in the E-Verify program within 30 calendar days of this subcontract award; (ii) Verify all new employees. Within 90 calendar days of enrollment in the E-Verify program, begin to use E-Verify to initiate verification of employment

eligibility of all new hires of the Seller, who are working in the United States, whether or not assigned to the contract, within 3 business days after the date of hire (but see paragraph (b)(3) of this section); and

(iii) Verify employees assigned to the contract. For each employee assigned to this subcontract, initiate verification within 90 calendar days after date of enrollment or within 30 calendar days of the employee’s assignment to the subcontract, whichever date is later (but see paragraph (b)(4) of this section).

(2) If the Seller is enrolled as a Federal Contractor in E-Verify at time of subcontract award, the Seller shall use E-Verify to initiate verification of employment eligibility of— (i) All new employees.

(A) Enrolled 90 calendar days or more. The Seller shall initiate verification of all new hires of the Seller, who are working in the United States, whether or not assigned to the contract, within 3 business days after the date of hire (but see paragraph (b)(3) of this section); or

(B) Enrolled less than 90 calendar days. Within 90 calendar days after enrollment as a Federal Contractor in E-Verify, the Seller shall initiate verification of all new hires of the Seller, who are working in the United States, whether or not assigned to the subcontract, within 3 business days after the date of hire (but see paragraph (b)(3) of this section); or

(ii) Employees assigned to the contract. For each employee assigned to the subcontract, the Seller shall initiate verification within 90 calendar days after date of subcontract award or within 30 days after assignment to the subcontract, whichever date is later (but see paragraph (b)(4) of this section).

(3) If the Seller is an institution of higher education (as defined at 20 U.S.C. 1001(a)); a State or local government or the government of a Federally recognized Indian tribe; or a surety performing under a takeover agreement entered into with a Federal agency pursuant to a performance bond, the Seller may choose to verify only employees assigned to the subcontract, whether existing employees or new hires. The Seller shall follow the applicable verification requirements at (b)(1) or (b)(2) respectively, except that any requirement for verification of new employees applies only to new employees assigned to the subcontract.


http://uscode.house.gov/


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(4) Option to verify employment eligibility of all employees. The Seller may elect to verify all existing employees hired after November 6, 1986, rather than just those employees assigned to the subcontract. The Seller shall initiate verification for each existing employee working in the United States who was hired after November 6, 1986, within 180 calendar days of— (i) Enrollment in the E-Verify program; or (ii) Notification to E-Verify Operations of the Seller’s decision to exercise this option, using the contact information provided in the E- Verify program

Memorandum of Understanding (MOU). (5) The Seller shall comply, for the period of performance of this contract, with the requirements of the E-Verify program MOU.

(i) The Department of Homeland Security (DHS) or the Social Security Administration (SSA) may terminate the Seller’s MOU and deny access to the E-Verify system in accordance with the terms of the MOU. In such case, the Seller will be referred to a suspension or debarment official.

(ii) During the period between termination of the MOU and a decision by the suspension or debarment official whether to suspend or debar, the Seller is excused from its obligations under paragraph (b) of this clause. If the suspension or debarment official determines not to suspend or debar the Seller, then the Seller must re-enroll in E-Verify.

(c) Web site. Information on registration for and use of the E-Verify program can be obtained via the Internet at the Department of Homeland Security Web site: http://www.dhs. gov/E-Verify .

(d) Individuals previously verified. The Seller is not required by this clause to perform additional employment verification using E-Verify for any employee— (1) Whose employment eligibility was previously verified by the Seller through the E-Verify program; (2) Who has been granted and holds an active U.S. Government security clearance for access to confidential, secret, or top secret information in accordance with

the National Industrial Security Program Operating Manual; or (3) Who has undergone a completed background investigation and been issued credentials pursuant to Homeland Security Presidential Directive (HSPD)-12,

Policy for a Common Identification Standard for Federal Employees and Contractors. (e) Subcontracts. The Seller shall include the requirements of this clause, including this paragraph (e) (appropriately modified for identification of the

parties), in each subcontract that— (1) Is for —

(i) Commercial or noncommercial services (except for commercial services that are part of the purchase of a COTS item (or an item that would be a COTS item, but for minor modifications), performed by the COTS provider, and are normally provided for that COTS item); or

(ii) Construction; (2) Has a value of more than $3,000; and (3) Includes work performed in the United States.

409. DFARS 252.222-7006, RESTRICTIONS ON THE USE OF MANDATORY ARBITRATION AGREEMENTS (MAY 2010) (Modified to read as shown below.)(This clause applies to each “Covered Subcontractor” hereunder that has a subcontract in excess of $1 million, except a subcontract for the acquisition of commercial items,

including commercially available off-the-shelf items.)

(a) Definitions. As used in this clause–“Covered subcontractor” means any entity that has a subcontract valued in excess of $1 million, except a subcontract for the acquisition of commercial items, including commercially available off-the-shelf items.“Subcontract” means any contract, as defined in Federal Acquisition Regulation subpart 2.1, to furnish supplies or services for performance of this contract or a higher-tier subcontract thereunder.

(b) The Seller —(1) Agrees not to –

(i) Enter into any agreements with any of its employees or independent contractors that requires, as a condition of employment, that the employee or independent contractor agree to resolve through arbitration–(A) Any claim under title VII of the Civil Rights Act of 1964; or (B) Any tort related to or arising out of sexual assault or harassment, including assault and battery, intentional infliction of emotional distress, false

imprisonment, or negligent hiring, supervision, or retention; or (ii) Take any action to enforce any provision of an existing agreement with an employee or independent contractor that mandates that the employee or

independent contractor resolve through arbitration—(A) Any claim under title VII of the Civil Rights Act of 1964; or(B) Any tort related to or arising out of sexual assault or harassment, including assault and battery, intentional infliction of emotional distress,

false imprisonment, or negligent hiring, supervision, or retention; and(2) Certifies, by signature of this contract or by otherwise indicating acceptance of this subcontract (refer to clause 12 hereunder entitled “Acceptance of Order and Terms

and Conditions”), for contracts awarded after June 17, 2010, that it requires each covered subcontractor to agree not to enter into, and not to take any action to enforce, any provision of any agreements, as described in paragraph (b)(1) of this clause, with respect to any employee or independent contractor performing work related to such subcontract.

(c) The prohibitions of this clause do not apply with respect to a contractor’s or subcontractor’s agreements with employees or independent contractors that may not be enforced in a court of the United States.

(d) The Secretary of Defense may waive the applicability of the restrictions of paragraph (b) of this clause in accordance with Defense Federal Acquisition Regulation Supplement 222.7403.

410. DFARS 252.246-7003, NOTIFICATION OF POTENTIAL SAFETY ISSUES (JAN 2007) (Modified to read as shown below.)(Applicability: This clause applies to this subcontract and to all lower-tier subcontracts at any tier meeting the requirements described in the clause below. Buyer will identify parts identified as “critical safety items”, if any, upon Seller’s request. Seller is responsible for providing the notifications required below to EB in writing for itself and for its lower-tier subcontractors at any tier. )

(a) Definitions. As used in this clause—“Credible information” means information that, considering its source and the surrounding circumstances, supports a reasonable belief that an event has occurred or will occur.“Critical safety item” means a part, subassembly, assembly, subsystem, installation equipment, or support equipment for a system that contains a characteristic, any failure, malfunction, or absence of which could have a safety impact.“Safety impact” means the occurrence of death, permanent total disability, permanent partial disability, or injury or occupational illness requiring hospitalization; loss of a weapon system; or property damage exceeding $1,000,000.


http://www.dhs.gov/E-Verify

http://www.dhs.gov/E-Verify




“Subcontractor” means any supplier, distributor, vendor, or firm that furnishes supplies or services to or for the Seller or another subcontractor under this subcontract.

(b) The Seller shall provide notification, in accordance with paragraph (c) of this clause, of —(1) All non-conformances for parts identified as critical safety items acquired by the Buyer and/or Government under this subcontract; and(2) All non-conformances or deficiencies that may result in a safety impact for systems, or subsystems, assemblies, subassemblies, or parts integral to a system, acquired by or serviced for the Buyer and/or Government under this subcontract.

(c) The Seller —(1) Shall notify the Buyer and the Buyer’s Administrative Contracting Officer (ACO) and the Procuring Contracting Officer (PCO) via the Buyer as soon as practicable, but not later than 72 hours, after discovering or acquiring credible information concerning nonconformances and deficiencies described in paragraph (b) of this clause; and(2) Shall provide a written notification to the Buyer and the Buyer’s ACO and the PCO within 5 working days that includes —(i) A summary of the defect or nonconformance;

(ii) A chronology of pertinent events;(iii) The identification of potentially affected items to the extent known at the time of notification;(iv) A point of contact to coordinate problem analysis and resolution; and(v) Any other relevant information.

(d) The Seller —(1) Is responsible for the notification of potential safety issues occurring with regard to an item furnished by any subcontractor; and(2) Shall facilitate direct communication among the Buyer, Government, and the subcontractor as necessary.

(e) Notification of safety issues under this clause shall be considered neither an admission of responsibility nor a release of liability for the defect or its consequences. This clause does not affect any right of the Buyer, Government, or the Seller established elsewhere in this subcontract.

(f) (1) The Seller shall include the substance of this clause, including this paragraph (f), in subcontracts for—(i) Parts identified as critical safety items;(ii) Systems and subsystems, assemblies, and subassemblies integral to a system; or(iii) Repair, maintenance, logistics support, or overhaul services for systems and subsystems, assemblies, subassemblies, and parts integral to a system.

(2) For those subcontracts described in paragraph (f) (1) of this clause, the Seller shall require the subcontractor to provide the notification required by paragraph (c) of this clause to—

(i) The Seller or higher-tier subcontractor; the Buyer; and(ii) The Buyer’s ACO and the PCO, if the subcontractor is aware of the Buyer’s ACO and the PCO for the Buyer’s prime contract.

411. DFARS 252.237-7023, CONTINUATION OF MISSION ESSENTIAL FUNCTIONS (MAR 2010) (Modified to read as shown below.) (This clause applies if it is specifically identified as applicable in the solicitation, fax award, subcontract, letter contract, or purchase order. Refer to language in the Order entitled “Continuation of Mission Essential Functions” to determine if it applies. When applicable, it will apply to those services that are to be provided by or on behalf of the Seller and/or its subcontractors in accordance with the requirements of the clause.)

(a) The Government has identified all or a portion of the Buyer’s services performed under the Buyer’s prime Contract as essential Contractor services in support of mission essential functions and the Buyer has identified all or a portion of the Seller’s services performed under this subcontract as essential contractor services in support of the mission essential functions. When this clause applies, the Seller provided services that have been determined to be essential Contractor services in support of mission-essential functions are listed in the Order in a clause entitled “Continuation of Mission Essential Functions”.

(b) The Seller shall provide a written plan for continuing the performance of essential Contractor Services identified in paragraph (a) of this section during a crisis.(1) The Seller shall identify in the plan the provisions made for the acquisition of essential personnel and resources, if necessary, for continuity of operations for up to 30 days or until normal operations can be resumed;(2) The plan must, as a minimum, address –

(i) Challenges associated with maintaining essential Contractor Services during an extended event, such as a pandemic that occurs in repeated waves;(ii) The time lapse associated with the initiation of the acquisition of essential personnel and resources and their actual availability on site;(iii) The components, processes, and requirements for the identification, training, and preparedness of personnel who are capable of relocating to alternate

facilities or performing work from home;(iv) Any established alert and notification procedures for mobilizing identified “essential Contractor service” personnel; and(v) The approach for communicating expectations to Seller employees regarding their roles and responsibilities during a crisis.

(3) The Seller shall maintain and update its plan as necessary and adhere to its requirements throughout the subcontract term. The Seller shall not materially alter the plan without the Buyer’s consent.

(4) As directed by the Buyer, the Seller shall participate in training events, exercises, and drills associated with Government efforts to test the effectiveness of continuity of operations procedures and practices.

(c) In the event the Seller anticipates not being able to perform any of the essential Contractor services identified in paragraph (a) of this section during a crisis situation, the Seller shall notify the Buyer and the Buyer’s Contracting Officer via Buyer or other designated representative as expeditiously as possible and use its best efforts to cooperate with the Buyer and the Government in the Buyer’s and the Government’s efforts to maintain the continuity of operations.

(d) The Buyer and/or the Government reserve the right in such crisis situations to use Federal employees of other agencies or contract support from other Contractors or to enter into new contracts for essential Contractor services. Any new contracting efforts would be conducted in accordance with OFPP letter, “Emergency Acquisitions” May 2007 and FAR and DFARS Subparts 18 and 218, respectively, or any other subsequent emergency guidance issued.

(e) Changes. The Seller shall segregate and separately identify all costs incurred in continuing performance of essential services in a crisis situation. The Seller shall notify the Buyer of an increase or decrease in costs within ninety days after continued performance has been directed by the Buyer, or within any additional period that the Buyer approves in writing, but not later than the date of final payment under the subcontract. The Seller’s notice shall include the Seller’s proposal for an equitable adjustment and any data supporting the increase or decrease in the form prescribed by the Buyer. The parties shall negotiate an equitable price adjustment to the contract price, if warranted, as soon as is practicable after receipt of the Seller’s proposal.

(f) The Seller shall include the substance of this clause, including this paragraph (f), in subcontracts for the essential services.

412. RESERVED

413. FAR 52.204-9, PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (SEP 2007) (Modified to read as shown below.)(This clause applies to this subcontract when the subcontractor (“Contractor” as used below refers to the Seller/subcontractor) is required to have routine access to a Federally-controlled facility and/or routine access to a Federally-controlled information system. Further flow down may be required.)





(a) The Seller shall comply with agency personal identity verification procedures identified in the Buyer’s prime contract that implement Homeland Security Presidential Directive-12 (HSPD-12), Office of Management and Budget (OMB) guidance M-05-24 and Federal Information Processing Standards Publication (FIPS PUB) Number 201.

(b) The Seller shall insert this clause in all subcontracts when the subcontractor is required to have routine physical access to a Federally-controlled facility and/or routine access to a Federally-controlled information system.

414. FAR 52.203-13, CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (DEC 2007) (Modified to read as shown below.)(This clause applies if this order exceeds $5 million and has a performance period of more than 120 days, except when this subcontract:

(1) Is for the procurement of a commercial item; or(2) Is performed entirely outside the United States.

All disclosures of violation of the civil False Claims Act or of Federal criminal law shall be directed to the agency Office of the Inspector General, with a copy to the Buyer’s Contracting Officer. Unless otherwise noted, as used in this clause “Contractor” shall mean the “Seller”; “Contacting Officer” shall mean the “Buyer’s Contracting Officer”; “contract” shall mean this purchase order; “subcontract” shall mean a lower-tier subcontract.) (This purchase order is a subcontract under a prime contract awarded by the U.S. Government.)

(a) Definition. “United States,” as used in this clause, means the 50 States, the District of Columbia, and outlying areas. (b) Code of business ethics and conduct.

(1) Within 30 days after contract award, unless the Buyer establishes a longer time period, the Seller shall— (i) Have a written code of business ethics and conduct; and (ii) Provide a copy of the code to each employee engaged in performance of the contract.

(2) The Seller shall promote compliance with its code of business ethics and conduct. (c) Awareness program and internal control system for other than small businesses. This paragraph (c) does not apply if the Seller has represented itself as a small

business concern pursuant to the award of this contract. The Seller shall establish within 90 days after contract award, unless the Buyer establishes a longer time period—

(1) An ongoing business ethics and business conduct awareness program; and (2) An internal control system.

(i) The Seller’s internal control system shall— (A) Facilitate timely discovery of improper conduct in connection with Government contracts and subcontracts thereunder; and (B) Ensure corrective measures are promptly instituted and carried out.

(ii) For example, the Seller’s internal control system should provide for— (A) Periodic reviews of company business practices, procedures, policies, and internal controls for compliance with the Seller’s code of business ethics

and conduct and the special requirements of Government contracting and subcontracting; (B) An internal reporting mechanism, such as a hotline, by which employees may report suspected instances of improper conduct, and instructions that

encourage employees to make such reports; (C) Internal and/or external audits, as appropriate; and (D) Disciplinary action for improper conduct.

(d) Subcontracts. The Seller shall include the substance of this clause, including this paragraph (d), in subcontracts that have a value in excess of $5,000,000 and a performance period of more than 120 days, except when the subcontract—

(1) Is for the acquisition of a commercial item; or (2) Is performed entirely outside the United States.

415. DFARS 252.204-7008, REQUIREMENTS FOR CONTRACTS INVOLVING EXPORT-CONTROLLED ITEMS (APR 2010) (Modified to read as shown below.) (Refer also to the Part I Clause 6.a entitled “Export Related Requirements”.)

(a) Definition. “Export-controlled items,” as used in this clause, means items subject to the U.S. Export Administration Regulations (EAR) (15 CFR Parts 730-

774) or the U.S. International Traffic in Arms Regulations (22 CFR Parts 120-130). The term includes:

(1) “Defense items,” defined in the U.S. Arms Export Control Act, 22 U.S.C. 2778(j)(4)(A), as defense articles, defense services, and related technical data, and further defined in the ITAR, 22 CFR Part 120.

(2) “Items,” defined in the EAR as “commodities”, “software”, and “technology,” terms that are also defined in the EAR, 15 CFR 772.1. (b) The Seller shall comply with all applicable laws and regulations regarding export-controlled items, including, but not limited to, the requirement for

contractors and subcontractors to register with the Department of State in accordance with the ITAR. The Seller shall consult with the Department of State regarding any questions relating to compliance with the ITAR and with the Department of Commerce regarding any questions relating to compliance with the EAR.

(c) The Seller’s responsibility to comply with all applicable laws and regulations regarding export-controlled items exists independent of, and is not established or limited by, the information provided by this clause.

(d) Nothing in the terms of this subcontract adds, changes, supersedes, or waives any of the requirements of applicable Federal laws, Executive orders, and regulations, including but not limited to—

(1) The Export Administration Act of 1979, as amended (50 U.S.C. App. 2401, et seq.);(2) The Arms Export Control Act of 1976 (22 U.S.C. 2751, et seq.);(3) The International Emergency Economic Powers Act (50 U.S.C. 1701, et seq.);(4) The Export Administration Regulations (15 CFR Parts 730-774);(5) The International Traffic in Arms Regulations (22 CFR Parts 120-130);(6) Executive Order 13222, as extended.

(e) The Seller shall include the substance of this clause, including this paragraph (e), in all subcontracts.





416. FAR 52.245-1, GOVERNMENT PROPERTY (Jun 2007) (Refer also to clause 3.102a) (In applying the requirements of this clause, this clause language is to be interpreted, as appropriate, to properly reflect the relationship of the Parties.)

(a) Definitions. As used in this clause— “Acquisition cost” means the cost to acquire a tangible capital asset including the purchase price of the asset and costs necessary to prepare the asset for use.

Costs necessary to prepare the asset for use include the cost of placing the asset in location and bringing the asset to a condition necessary for normal or expected use.

“Cannibalize” means to remove serviceable parts from one item of equipment in order to install them on another item of equipment. “Contractor-acquired property” means property acquired, fabricated, or otherwise provided by the Contractor for performing a contract, and to which the

Government has title. “Contractor inventory” means—

(1) Any property acquired by and in the possession of a Contractor or subcontractor under a contract for which title is vested in the Government and which exceeds the amounts needed to complete full performance under the entire contract; (2) Any property that the Government is obligated or has the option to take over under any type of contract, e.g., as a result either of any changes in the specifications or plans thereunder or of the termination of the contract (or subcontract thereunder), before completion of the work, for the convenience or at the option of the Government; and (3) Government-furnished property that exceeds the amounts needed to complete full performance under the entire contract.

“Contractor’s managerial personnel” means the Contractor’s directors, officers, managers, superintendents, or equivalent representatives who have supervision or direction of— (1) All or substantially all of the Contractor’s business; (2) All or substantially all of the Contractor’s operation at any one plant or separate location; or (3) A separate and complete major industrial operation.

“Demilitarization” means rendering a product unusable for, and not restorable to, the purpose for which it was designed or is customarily used. “Discrepancies incident to shipment” means any differences (e.g., count or condition) between the items documented to have been shipped and items

actually received. “Equipment” means a tangible asset that is functionally complete for its intended purpose, durable, nonexpendable, and needed for the performance of a

contract. Equipment is not intended for sale, and does not ordinarily lose its identity or become a component part of another article when put into use. “Government-furnished property ” means property in the possession of, or directly acquired by, the Government and subsequently furnished to the

Contractor for performance of a contract. “Government property” means all property owned or leased by the Government. Government property includes both Government-furnished and Contractor-

acquired property. “Material” means property that may be consumed or expended during the performance of a contract, component parts of a higher assembly, or items that

lose their individual identity through incorporation into an end-item. Material does not include equipment, special tooling and special test equipment. “Non severable” means property that cannot be removed after construction or installation without substantial loss of value or damage to the installed

property or to the premises where installed. “Plant equipment” as used in this part, means personal property of a capital nature (including equipment, machine tools, test equipment, furniture, vehicles,

and accessory and auxiliary items) for use in manufacturing supplies, in performing services, or for any administrative or general plant purpose. It does not include special tooling or special test equipment.

“Precious metals” means silver, gold, platinum, palladium, iridium, osmium, rhodium, and ruthenium. “Property” means all tangible property, both real and personal. “Property Administrator” means an authorized representative of the Contracting Officer appointed in accordance with agency procedures, responsible for

administering the contract requirements and obligations relating to Government property in the possession of a Contractor. “Provide” means to furnish, as in Government-furnished property, or to acquire, as in contractor-acquired property. “Real property” means land and rights in land, ground improvements, utility distribution systems, and buildings and other structures. It does not include

foundations and other work necessary for installing special tooling, special test equipment, or plant equipment. “Sensitive property” means property potentially dangerous to the public safety or security if stolen, lost, or misplaced, or that shall be subject to exceptional

physical security, protection, control, and accountability. Examples include weapons, ammunition, explosives, controlled substances, radioactive materials, hazardous materials or wastes, or precious metals.

“Surplus property” means excess personal property not required by any Federal agency as determined by the Administrator of the General Services Administration (GSA).

(b) Property management. (1) The Contractor shall have a system to manage (control, use, preserve, protect, repair and maintain) Government property in its possession. The system

shall be adequate to satisfy the requirements of this clause. In doing so, the Contractor shall initiate and maintain the processes, systems, procedures, records, and methodologies necessary for effective control of Government property, consistent with voluntary consensus standards and/or industry-leading practices and standards for Government property management except where inconsistent with law or regulation. During the period of performance, the Contractor shall disclose any significant changes to their property management system to the Property Administrator prior to implementation.

(2) The Contractor’s responsibility extends from the initial acquisition and receipt of property, through stewardship, custody, and use until formally relieved of responsibility by authorized means, including delivery, consumption, expending, disposition, or via a completed investigation, evaluation, and final determination for lost, damaged, destroyed, or stolen property. This requirement applies to all Government property under the Contractor’s accountability, stewardship, possession or control, including its vendors or subcontractors (see paragraph (f)(1)(v) of this clause).

(3) The Contractor shall include the requirements of this clause in all subcontracts under which Government property is acquired or furnished for subcontract performance.

(c) Use of Government property. The Contractor shall use Government property, either furnished or acquired under this contract, only for performing this contract, unless otherwise provided for in this contract or approved by the Contracting Officer. The Contractor shall not modify, cannibalize, or make alterations to Government property unless this contract specifically identifies the modifications, alterations or improvements as work to be performed.

(d) Government-furnished property. (1) The Government shall deliver to the Contractor the Government-furnished property described in this contract. The Government shall furnish related data and information needed for the intended use of the property. The warranties of suitability of use and timely delivery of Government-furnished property do not apply to property acquired or fabricated by the Contractor as contractor-acquired property and subsequently transferred to another contract with this Contractor.





(2) The delivery and/or performance dates specified in this contract are based upon the expectation that the Government-furnished property will be suitable for contract performance and will be delivered to the Contractor by the dates stated in the contract.

(i) If the property is not delivered to the Contractor by the dates stated in the contract, the Contracting Officer shall, upon the Contractor’s timely written request, consider an equitable adjustment to the contract.

(ii) In the event property is received by the Contractor, or for Government-furnished property after receipt and installation, in a condition not suitable for its intended use, the Contracting Officer shall, upon the Contractor’s timely written request, advise the Contractor on a course of action to remedy the problem. Such action may include repairing, replacing, modifying, returning, or otherwise disposing of the property at the Government’s expense. Upon completion of the required action(s), the Contracting Officer shall consider an equitable adjustment to the contract (see also paragraph (f)(1)(ii)(A) of this clause).

(iii) The Government may, at its option, furnish property in an “as-is” condition. The Contractor will be given the opportunity to inspect such property prior to the property being provided. In such cases, the Government makes no warranty with respect to the serviceability and/or suitability of the property for contract performance. Any repairs, replacement, and/or refurbishment shall be at the Contractor’s expense.

(3) (i) The Contracting Officer may by written notice, at any time—

(A) Increase or decrease the amount of Government-furnished property under this contract; (B) Substitute other Government-furnished property for the property previously furnished, to be furnished, or to be acquired by the Contractor for the Government under this contract; or (C) Withdraw authority to use property.

(ii) Upon completion of any action(s) under paragraph (d)(3)(i) of this clause, and the Contractor’s timely written request, the Contracting Officer shall consider an equitable adjustment to the contract.

(e) Title to Government property. (1) The Government shall retain title to all Government-furnished property. Title to Government property shall not be affected by its incorporation into or

attachment to any property not owned by the Government, nor shall Government property become a fixture or lose its identity as personal property by being attached to any real property.

(2) Fixed-price contracts. (i) All Government-furnished property and all property acquired by the Contractor, title to which vests in the Government under this paragraph

(collectively referred to as “Government property”), are subject to the provisions of this clause. (ii) Title to each item of equipment, special test equipment and special tooling acquired by the Contractor for the Government under this contract shall

pass to and vest in the Government when its use in performing this contract commences or when the Government has paid for it, whichever is earlier, whether or not title previously vested in the Government.

(iii) If this contract contains a provision directing the Contractor to purchase material for which the Government will reimburse the Contractor as a direct item of cost under this contract— (A) Title to material purchased from a vendor shall pass to and vest in the Government upon the vendor’s delivery of such material; and (B) Title to all other material shall pass to and vest in the Government upon—

(1) Issuance of the material for use in contract performance; (2) Commencement of processing of the material or its use in contract performance; or (3) Reimbursement of the cost of the material by the Government, whichever occurs first.

(3) Title under Cost-Reimbursement or Time-and-Material Contracts or Cost-Reimbursable contract line items under Fixed-Price contracts. (i) Title to all property purchased by the Contractor for which the Contractor is entitled to be reimbursed as a direct item of cost under this contract shall

pass to and vest in the Government upon the vendor’s delivery of such property. (ii) Title to all other property, the cost of which is reimbursable to the Contractor, shall pass to and vest in the Government upon—

(A) Issuance of the property for use in contract performance; (B) Commencement of processing of the property for use in contract performance; or (C) Reimbursement of the cost of the property by the Government, whichever occurs first.

(iii) All Government-furnished property and all property acquired by the Contractor, title to which vests in the Government under this paragraph (e)(3)(iii) (collectively referred to as “Government property”), are subject to the provisions of this clause.

(f) Contractor plans and systems. (1) Contractors shall establish and implement property management plans, systems, and procedures at the contract, program, site or entity level to enable the following outcomes:

(i) Acquisition of Property. The Contractor shall document that all property was acquired consistent with its engineering, production planning, and material control operations.

(ii) Receipt of Government Property. The Contractor shall receive Government property (document the receipt), record the information necessary to meet the record requirements of paragraph (f)(1)(iii)(A)(1) through (5) of this clause, identify as Government owned in a manner appropriate to the type of property (e.g., stamp, tag, mark, or other identification), and manage any discrepancies incident to shipment. (A) Government-furnished property. The Contractor shall furnish a written statement to the Property Administrator containing all relevant facts, such as cause or condition and a recommended course(s) of action, if overages, shortages, or damages and/or other discrepancies are discovered upon receipt of Government-furnished property. (B) Contractor-acquired property. The Contractor shall take all actions necessary to adjust for overages, shortages, damage and/or other discrepancies discovered upon receipt, in shipment of Contractor-acquired property from a vendor or supplier, so as to ensure the proper allocability and allowability of associated costs.

(iii) Records of Government property. The Contractor shall create and maintain records of all Government property accountable to the contract, including Government-furnished and Contractor-acquired property. (A) Property records shall enable a complete, current, auditable record of all transactions and shall, unless otherwise approved by the Property Administrator, contain the following:

(1) The name, part number and description, manufacturer, model number, and National Stock Number (if needed for additional item identification tracking and/or disposition). (2) Quantity received (or fabricated), issued, and balance-on-hand. (3) Unit acquisition cost. (4) Unique-item identifier or equivalent (if available and necessary for individual item tracking). (5) Unit of measure. (6) Accountable contract number or equivalent code designation.





(7) Location. (8) Disposition. (9) Posting reference and date of transaction. (10) Date placed in service.

(B) Use of a Receipt and Issue System for Government Material. When approved by the Property Administrator, the Contractor may maintain, in lieu of formal property records, a file of appropriately cross-referenced documents evidencing receipt, issue, and use of material that is issued for immediate consumption.

(iv) Physical inventory. The Contractor shall periodically perform, record, and disclose physical inventory results. A final physical inventory shall be performed upon contract completion or termination. The Property Administrator may waive this final inventory requirement, depending on the circumstances (e.g., overall reliability of the Contractor’s system or the property is to be transferred to a follow-on contract).

(v) Subcontractor control. (A) The Contractor shall award subcontracts that clearly identify assets to be provided and shall ensure appropriate flow down of contract terms and conditions (e.g., extent of liability for loss, damage, destruction or theft of Government property). (B) The Contractor shall assure its subcontracts are properly administered and reviews are periodically performed to determine the adequacy of the subcontractor’s property management system.

(vi) Reports. The Contractor shall have a process to create and provide reports of discrepancies; loss, damage, destruction, or theft; physical inventory results; audits and self-assessments; corrective actions; and other property related reports as directed by the Contracting Officer. (A) Loss, damage, destruction, or theft. Unless otherwise directed by the Property Administrator, the Contractor shall investigate and promptly furnish a written narrative of all incidents of loss, damage, destruction, or theft to the property administrator as soon as the facts become known or when requested by the Government. (B) Such reports shall, at a minimum, contain the following information:

(1) Date of incident (if known). (2) The name, commercial description, manufacturer, model number, and National Stock Number (if applicable). (3) Quantity. (4) Unique Item Identifier (if available). (5) Accountable Contract number. (6) A statement indicating current or future need. (7) Acquisition cost, or if applicable, estimated scrap proceeds, estimated repair or replacement costs. (8) All known interests in commingled property of which the Government property is a part. (9) Cause and corrective action taken or to be taken to prevent recurrence. (10) A statement that the Government will receive any reimbursement covering the loss, damage, destruction, or theft, in the event the

Contractor was or will be reimbursed or compensated. (11) Copies of all supporting documentation. (12) Last known location. (13) A statement that the property did or did not contain sensitive or hazardous material, and if so, that the appropriate agencies were notified.

(vii) Relief of stewardship responsibility. Unless the contract provides otherwise, the Contractor shall be relieved of stewardship responsibility for Government property when such property is— (A) Consumed or expended, reasonably and properly, or otherwise accounted for, in the performance of the contract, including reasonable inventory adjustments of material as determined by the Property Administrator; or a Property Administrator granted relief of responsibility for loss, damage, destruction or theft of Government property; (B) Delivered or shipped from the Contractor’s plant, under Government instructions, except when shipment is to a subcontractor or other location of the Contractor; or (C) Disposed of in accordance with paragraphs (j) and (k) of this clause.

(viii) Utilizing Government property. (A) The Contractor shall utilize, consume, move, and store Government Property only as authorized under this contract. The Contractor shall promptly disclose and report Government property in its possession that is excess to contract performance. (B) Unless otherwise authorized in this contract or by the Property Administrator the Contractor shall not commingle Government property with property not owned by the Government.

(ix) Maintenance. The Contractor shall properly maintain Government property. The Contractor’s maintenance program shall enable the identification, disclosure, and performance of normal and routine preventative maintenance and repair. The Contractor shall disclose and report to the Property Administrator the need for replacement and/or capital rehabilitation.

(x) Property closeout. The Contractor shall promptly perform and report to the Property Administrator contract property closeout, to include reporting, investigating and securing closure of all loss, damage, destruction, or theft cases; physically inventorying all property upon termination or completion of this contract; and disposing of items at the time they are determined to be excess to contractual needs.

(2) The Contractor shall establish and maintain Government accounting source data, as may be required by this contract, particularly in the areas of recognition of acquisitions and dispositions of material and equipment. (3) The Contractor shall establish and maintain procedures necessary to assess its property management system effectiveness, and shall perform periodic internal reviews and audits. Significant findings and/or results of such reviews and audits pertaining to Government property shall be made available to the Property Administrator.

(g) Systems analysis. (1) The Government shall have access to the contractor’s premises and all Government property, at reasonable times, for the purposes of reviewing, inspecting and evaluating the Contractor’s property management plan, systems, procedures, records, and supporting documentation that pertains to Government property. (2) Records of Government property shall be readily available to authorized Government personnel and shall be safeguarded from tampering or destruction. (3) Should it be determined by the Government that the Contractor’s property management practices are inadequate or not acceptable for the effective management and/or control of Government property under this contract, and/or present an undue risk to the Government, the Contractor shall immediately take all necessary corrective actions as directed by the Property Administrator. (4) The Contractor shall ensure Government access to subcontractor premises, and all Government property located at subcontractor premises, for the purposes of reviewing, inspecting and evaluating the subcontractor’s property management plan, systems, procedures, records, and supporting documentation that pertains to Government property.

(h) Contractor Liability for Government Property.





(1) Unless otherwise provided for in the contract, the Contractor shall not be liable for loss, damage, destruction, or theft to the Government property furnished or acquired under this contract, except when any one of the following applies—

(i) The risk is covered by insurance or the Contractor is otherwise reimbursed (to the extent of such insurance or reimbursement). The allowability of insurance costs shall be determined in accordance with 31.205-19.

(ii) The loss, damage, destruction, or theft is the result of willful misconduct or lack of good faith on the part of the Contractor’s managerial personnel. Contractor’s managerial personnel, in this clause, means the Contractor’s directors, officers, managers, superintendents, or equivalent representatives who have supervision or direction of all or substantially all of the Contractor’s business; all or substantially all of the Contractor’s operation at any one plant or separate location; or a separate and complete major industrial operation.

(iii) The Contracting Officer has, in writing, revoked the Government’s assumption of risk for loss, damage, destruction, or theft, due to a determination under paragraph (g) of this clause that the Contractor’s property management practices are inadequate, and/or present an undue risk to the Government, and the Contractor failed to take timely corrective action. If the Contractor can establish by clear and convincing evidence that the loss, damage, destruction, or theft of Government property occurred while the Contractor had adequate property management practices or the loss, damage, destruction, or theft of Government property did not result from the Contractor’s failure to maintain adequate property management practices, the Contractor shall not be held liable.

(2) The Contractor shall take all reasonable actions necessary to protect the Government property from further loss, damage, destruction, or theft. The Contractor shall separate the damaged and undamaged Government property, place all the affected Government property in the best possible order, and take such other action as the Property Administrator directs. (3) The Contractor shall do nothing to prejudice the Government’s rights to recover against third parties for any loss, damage, destruction, or theft of Government property. (4) Upon the request of the Contracting Officer, the Contractor shall, at the Government’s expense, furnish to the Government all reasonable assistance and cooperation, including the prosecution of suit and the execution of instruments of assignment in favor of the Government in obtaining recovery.

(i) Equitable adjustment. Equitable adjustments under this clause shall be made in accordance with the procedures of the Changes clause. The right to an equitable adjustment shall be the Contractor’s exclusive remedy and the Government shall not be liable to suit for breach of contract for the following:

(1) Any delay in delivery of Government-furnished property. (2) Delivery of Government-furnished property in a condition not suitable for its intended use. (3) An increase, decrease, or substitution of Government-furnished property. (4) Failure to repair or replace Government property for which the Government is responsible.

(j) Contractor inventory disposal. Except as otherwise provided for in this contract, the Contractor shall not dispose of Contractor inventory until authorized to do so by the Plant Clearance Officer.

(1) Scrap to which the Government has obtained title under paragraph (e) of this clause. (i) Contractor with an approved scrap procedure.

(A) The Contractor may dispose of scrap resulting from production or testing under this contract without Government approval. However, if the scrap requires demilitarization or is sensitive property, the Contractor shall submit the scrap on an inventory disposal schedule. (B) For scrap from other than production or testing the Contractor may prepare scrap lists in lieu of inventory disposal schedules (provided such lists are consistent with the approved scrap procedures), except that inventory disposal schedules shall be submitted for scrap aircraft or aircraft parts and scrap that—

(1) Requires demilitarization; (2) Is a classified item; (3) Is generated from classified items; (4) Contains hazardous materials or hazardous wastes; (5) Contains precious metals; or (6) Is dangerous to the public health, safety, or welfare.

(ii) Contractor without an approved scrap procedure. The Contractor shall submit an inventory disposal schedule for all scrap. The Contractor may not dispose of scrap resulting from production or testing under this contract without Government approval.

(2) Predisposal requirements. (i) Once the Contractor determines that Contractor-acquired property is no longer needed for contract performance, the Contractor in the following order

of priority— (A) May contact the Contracting Officer if use of the property in the performance of other Government contracts is practical; (B) May purchase the property at the acquisition cost; or (C) Shall make reasonable efforts to return unused property to the appropriate supplier at fair market value (less, if applicable, a reasonable restocking fee that is consistent with the supplier’s customary practices).

(ii) The Contractor shall list, on Standard Form 1428 , Inventory Disposal Schedule, property that was not used in the performance of other Government contracts under paragraph (j)(2)(i)(A) of this clause, property that was not purchased under paragraph (j)(2)(i)(B) of this clause, and property that could not be returned to a supplier under paragraph (j)(2)(i)(C) of this clause.

(3) Inventory disposal schedules. (i) The Contractor shall use Standard Form 1428 , Inventory Disposal Schedule, to identify—

(A) Government-furnished property that is no longer required for performance of this contract, provided the terms of another Government contract do not require the Government to furnish that property for performance of this contract; (B) Contractor-acquired property, to which the Government has obtained title under paragraph (e) of this clause, which is no longer required for performance of that contract; and (C) Termination inventory.

(ii) The Contractor may annotate inventory disposal schedules to identify property the Contractor wishes to purchase from the Government. (iii) Unless the Plant Clearance Officer has agreed otherwise, or the contract requires electronic submission of inventory disposal schedules, the

Contractor shall prepare separate inventory disposal schedules for— (A) Special test equipment with commercial components; (B) Special test equipment without commercial components; (C) Printing equipment; (D) Information technology (e.g., computers, computer components, peripheral equipment, and related equipment); (E) Precious metals; (F) Nonnuclear hazardous materials or hazardous wastes; or (G) Nuclear materials or nuclear wastes.


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(iv) The Contractor shall describe the property in sufficient detail to permit an understanding of its intended use. Property with the same description, condition code, and reporting location may be grouped in a single line item.

(4) Submission requirements. The Contractor shall submit inventory disposal schedules to the Plant Clearance Officer no later than— (i) 30-days following the Contractor’s determination that a Government property item is no longer required for performance of this contract; (ii) 60 days, or such longer period as may be approved by the Plant Clearance Officer, following completion of contract deliveries or performance; or (iii) 120 days, or such longer period as may be approved by the Termination Contracting Officer following contract termination in whole or in part.

(5) Corrections. The Plant Clearance Officer may— (i) Reject a schedule for cause (e.g., contains errors, determined to be inaccurate); and (ii) Require the Contractor to correct an inventory disposal schedule.

(6) Post submission adjustments. The Contractor shall notify the Plant Clearance Officer at least 10 working days in advance of its intent to remove an item from an approved inventory disposal schedule. Upon approval of the Plant Clearance Officer, or upon expiration of the notice period, the Contractor may make the necessary adjustments to the inventory schedule.

(7) Storage. (i) The Contractor shall store the property identified on an inventory disposal schedule pending receipt of disposal instructions. The Government’s

failure to furnish disposal instructions within 120 days following acceptance of an inventory disposal schedule may entitle the Contractor to an equitable adjustment for costs incurred to store such property on or after the 121st day.

(ii) The Contractor shall obtain the Plant Clearance Officer’s approval to remove Government property from the premises where the property is currently located prior to receipt of final disposition instructions. If approval is granted, any costs incurred by the Contractor to transport or store the property shall not increase the price or fee of any Government contract. The storage facility shall be appropriate for assuring the property’s physical safety and suitability for use. Approval does not relieve the Contractor of any liability for such property under this contract.

(8) Disposition instructions. (i) If the Government does not furnish disposition instructions to the Contractor within 45 days following acceptance of a scrap list, the Contractor may

dispose of the listed scrap in accordance with the Contractor’s approved scrap procedures. (ii) The Contractor shall prepare for shipment, deliver f.o.b. origin, or dispose of Contractor inventory as directed by the Plant Clearance Officer. If not

returned to the Government, the Contractor shall remove and destroy any markings identifying the property as U.S. Government-owned property prior to its disposal.

(iii) The Contracting Officer may require the Contractor to demilitarize the property prior to shipment or disposal. In such cases, the Contractor may be entitled to an equitable adjustment under paragraph (i) of this clause.

(9) Disposal proceeds. As directed by the Contracting Officer, the Contractor shall credit the net proceeds from the disposal of Contractor inventory to the contract, or to the Treasury of the United States as miscellaneous receipts.

(10) Subcontractor inventory disposal schedules. The Contractor shall require its Subcontractors to submit inventory disposal schedules to the Contractor in accordance with the requirements of paragraph (j)(4) of this clause.

(k) Abandonment of Government property. (1) The Government shall not abandon sensitive Government property or termination inventory without the Contractor’s written consent. (2) The Government, upon notice to the Contractor, may abandon any non-sensitive Government property in place, at which time all obligations of the

Government regarding such property shall cease. (3) The Government has no obligation to restore or rehabilitate the Contractor’s premises under any circumstances; however, if Government-furnished

property is withdrawn or is unsuitable for the intended use, or if other Government property is substituted, then the equitable adjustment under paragraph (i) of this clause may properly include restoration or rehabilitation costs.

(l) Communication. All communications under this clause shall be in writing. (m) Contracts outside the United States. If this contract is to be performed outside of the United States and its outlying areas, the words “Government” and “Government-furnished” (wherever they appear in this clause) shall be construed as “United States Government” and “United States Government-furnished,” respectively.

PART IV. 1 - FAR/DFARS CLAUSES MODIFIED AND INCORPORATED IN FULL TEXT – FIXED PRICE(Applies for Fixed Price Type Solicitations and Awards in addition to PART IV.0. – General.)

417. 52.243-1, CHANGES – FIXED PRICE (Aug 1987) & ALT II (Apr 1984) (Modified to read as shown below.) (Refer also to clause 3.201.a.)

(a) The Buyer may at any time, by written order, and without notice to the sureties, if any, make changes within the general scope of this Purchase Order in any one or more of the following:

(1) Drawings, designs, or specifications when the supplies to be furnished are to be specially manufactured for the Buyer or the Government in accordance with the drawings, designs, or specifications.

(2) Method of shipment or packing. (3) Place of delivery. (4) Inspection Standards.(5) Place or time of inspection.

(b) If any such change causes an increase or decrease in the cost of, or the time required for, performance of any part of the work under this contract, whether or not changed by the order, the Buyer shall make an equitable adjustment in the Purchase Order price, the delivery schedule, or both, and shall modify the Purchase Order.

(c) The Seller must assert its right to an adjustment under this clause within 20 days from the date of receipt of the written order. However, if the Buyer decides that the facts justify it, the Buyer may receive and act upon a proposal submitted before final payment of the Purchase Order.

(d) If the Seller’s proposal includes the cost of property made obsolete or excess by the change, the Buyer shall have the right to prescribe the manner of the disposition of the property.

(e) Failure to agree to any adjustment shall be a dispute under the Disputes clause of this Purchase Order. However, nothing in this clause shall excuse the Seller from proceeding with the contract as changed.

Alternate I (Apr 1984). If the requirement is for services, other than architect-engineer or other professional services, and no supplies are to be furnished, substitute the following paragraph (a) for paragraph (a) of the basic clause:






(1) Description of services to be performed. (2) Time of performance (i.e., hours of the day, days of the week, etc.). (3) Place of performance of the services.

Alternate II (Apr 1984). If the requirement is for services (other than architect-engineer services, transportation, or research and development) and supplies are to be furnished, substitute the following paragraph (a) for paragraph (a) of the basic clause:


(1) Description of services to be performed. (2) Time of performance (i.e., hours of the day, days of the week, etc.). (3) Place of performance of the services. (4) Drawings, designs, or specifications when the supplies to be furnished are to be specially manufactured for the Buyer or the Government, in

accordance with the drawings, designs, or specifications. (5) Method of shipment or packing of supplies. (6) Place of delivery. (7) Inspection Standards(8) Place or time of inspection.

418. RESERVED

419. 52.246-2 INSPECTION OF SUPPLIES - FIXED PRICE (Aug 1996, Modified to read as shown below.) (Refer also to Part I Clause entitled “Inspection and Test (Fixed Price Orders) and clause 3.201.b”.)

A. Definition. "Supplies," as used in this clause, includes but is not limited to raw materials, components, intermediate assemblies, end products, and lots of supplies. B. Inspection System & Inspection.

The Seller shall provide and maintain an inspection system acceptable to the Buyer and the Government covering supplies under this Purchase Order.Seller shall tender to the Buyer for acceptance only supplies that have been inspected in accordance with the inspection system and have been found by the Seller

to be in conformity with Purchase Order requirements. As part of the system, the Seller shall prepare records evidencing all inspections made under the system and the outcome. These records shall be kept complete

and made available to the Buyer and/or the Government during Purchase Order performance and for as long afterwards as the Purchase Order requires. The Buyer or the Government may perform reviews and evaluations as reasonably necessary to ascertain compliance with this paragraph. These reviews and evaluations shall be conducted in a manner that will not unduly delay the Purchase Order work. The right of review, whether exercised or not, does not relieve the Seller of the obligations under the Purchase Order. C. Buyer and/or the Government have the right to inspect and test all supplies called for by the Purchase Order, to the extent practicable, at all places and times, including the period of manufacture, and in any event before acceptance. Buyer and/or the Government shall perform inspections and tests in a manner that will not unduly delay the work. Buyer assumes no contractual obligation to perform any inspection and test for the benefit of the Seller unless specifically set forth elsewhere in this Purchase Order. Seller, at its own expense, shall promptly rectify any defects discovered during any inspection or test. D. If the Buyer or the Government performs inspection or test on the premises of the Seller or a subcontractor, the Seller shall furnish, and shall require subcontractors to furnish, at no increase in Purchase Order price, all reasonable facilities and assistance for the safe and convenient performance of these duties. Except as otherwise provided in the Purchase Order, Buyer and/or the Government shall bear the expense of inspections or tests made by either of them at other than the Seller's or subcontractor's premises; provided, that in case of rejection, Buyer and/or the Government shall not be liable for any reduction in the value of inspection or test samples. E. (1) When supplies are not ready at the time specified by the Seller for inspection or test, Buyer may charge to the Seller the additional cost of inspection or test. (2) Buyer may also charge the Seller for any additional cost of inspection or test when prior rejection makes re-inspection or retest necessary. F. Buyer has the right either to reject or to require correction of nonconforming supplies. Supplies are nonconforming when they are defective in material or workmanship or are otherwise not in conformity with Purchase Order requirements. Buyer may reject nonconforming supplies with or without disposition instructions. G. Seller shall remove supplies rejected or required to be corrected. However, Buyer may require or permit correction in place, promptly after notice, by and at the expense of Seller. Seller shall not tender for acceptance corrected or rejected supplies without disclosing the former rejection or requirement for correction, and, when required, shall disclose the corrective action taken. H. If Seller fails to promptly remove, replace, or correct rejected supplies that are required to be removed or to be replaced or corrected, Buyer may either (1) by contract or otherwise, remove, replace, or correct the supplies and charge the cost to Seller or (2) terminate the Purchase Order for default. Unless Seller corrects or replaces the supplies within the delivery schedule, Buyer may require their delivery and make an equitable price reduction. I. (1) If this Purchase Order provides for the performance of Buyer or Government quality assurance at source, and if requested by Buyer or Government, Seller shall furnish advance notification of the time (i) when Seller inspection or tests will be performed in accordance with the terms and conditions of the Purchase Order and (ii) when the supplies will be ready for Buyer and/or Government inspection. (2) The Buyer and/or Government's request shall specify the period and method of the advance notification and Buyer or Government representative to whom it shall be furnished. Requests shall not require more than 2 workdays of advance notification if the Buyer or Government representative is in residence in the Seller's plant, nor more than 7 workdays in other instances. J. Acceptance or Rejection.

Buyer shall accept or reject supplies as promptly as practicable after delivery unless otherwise provided in the Purchase Order. The Buyer's failure to inspect and accept or reject the supplies shall not relieve Seller from responsibility, nor impose liability on Buyer, for nonconforming supplies.

Buyer will accept services performed and goods delivered under this Purchase Order, or give Seller notice of rejection, within a reasonable time after completion of all required performance and deliveries, notwithstanding any prior payments made or prior tests or inspections performed.

Determination of a reasonable time shall take into consideration the nature and complexity of the services performed or goods delivered.Notice of rejection may be given in any reasonable form, including but not limited to Quality Notifications, Discrepancy Reports, Inspection Reports, Engineering

review sheets, annotations on Shipping Instructions, or communications via telephone, e-mail, facsimile, or other correspondence. K. Inspections and tests by the Buyer and/or Government do not relieve the Seller of responsibility for defects or other failures to meet Purchase Order requirements discovered before acceptance. No inspection, test, delay, failure to inspect or test, or failure to discover any defect or other nonconformance shall relieve Seller of any of its obligations under this purchase order or impair any rights or remedies of Purchaser or Purchaser’s customers.

Acceptance shall be conclusive, except for latent defects, fraud, gross mistakes amounting to fraud, or as otherwise provided in the Purchase Order.





Payments made shall not be conclusive of acceptance. L. If acceptance is not conclusive for any of the reasons in paragraph K. hereof, Buyer, in addition to any other rights and remedies provided by law, or under other provisions of this Purchase Order, shall have the right to require Seller:

(1) at no increase in Purchase Order price, to correct or replace the defective or nonconforming supplies at the original point of delivery or at Seller's plant at Buyer's election, and in accordance with a reasonable delivery schedule as may be agreed upon between Seller and Buyer; provided, that Buyer may require a reduction in Purchase Order price if the Seller fails to meet such delivery schedule, or

(2) within a reasonable time after receipt by the Seller of notice of defects or nonconformance, to repay such portion of the Purchase Order price as is equitable under the circumstances if Buyer elects not to require correction or replacement.

When supplies are returned to Seller, Seller shall bear the transportation cost from the original point of delivery to Seller's plant and return to the original point when that point is not the Seller's plant.

If Seller fails to perform or act as required in (1) or (2) above and does not cure such failure within a period of 10 days (or such longer period as Buyer may authorize in writing) after receipt of notice from Buyer specifying such failure, Buyer shall have the right by contract or otherwise to replace or correct such supplies and charge to Seller the cost occasioned Buyer thereby. 420. 52.246-4 INSPECTION OF SERVICES - FIXED PRICE (Aug 1996, Modified to read as shown below.)

(Refer also to Part I Clause entitled “Inspection and Test (Fixed Price Orders) and clause 3.201.c”.) (a) Definitions. "Services," as used in this clause, includes services performed, workmanship, and material furnished or utilized in the performance of services. (b) The Seller shall provide and maintain an inspection system acceptable to the Buyer covering the services under this Purchase Order. Complete records of all inspection work performed by the Seller shall be maintained and made available to the Buyer and/or the Government during Purchase Order performance and for as long afterwards as the Purchase Order requires. (c) The Buyer and/or the Government shall have the right to inspect and test all services called for by the Purchase Order, to the extent practicable, at all times and places during the term of the Purchase Order. The Buyer and/or the Government shall perform inspections and tests in a manner that will not unduly delay the work. Seller, at its own expense, shall promptly rectify any defects discovered during any inspection or test. (d) If the Buyer or the Government performs inspections or tests on the premises of the Seller or a subcontractor, the Seller shall furnish, and shall require subcontractors to furnish, at no increase in contract price, all reasonable facilities and assistance for the safe and convenient performance of these duties. (e) If any of the services do not conform with Purchase Order requirements, the Buyer may require the Seller to perform the services again in conformity with Purchase Order requirements, at no increase in Purchase Order amount. When the defects in services cannot be corrected by re-performance, the Buyer may (1) require the Seller to take necessary action to ensure that future performance conforms to Purchase Order requirements; and (2) reduce the Purchase Order price to reflect the reduced value of the services performed.

(f) If the Seller fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with contract requirements, Buyer may (1) by contract or otherwise, perform the services and charge to the Seller any cost incurred by the Buyer that is directly related to the performance of such service; or (2) terminate the Purchase Order for default.

(g) Purchaser will accept services performed and goods delivered under this Purchase Order, or give Seller notice of rejection, within a reasonable time after completion of all required performance and deliveries, notwithstanding any prior payments made or prior tests or inspections performed. Determination of a reasonable time shall take into consideration the nature and complexity of the services performed or goods delivered, but in no event shall such time be less than forty-five (45) days. Notice of rejection may be given in any reasonable form, including but not limited to Quality Notifications, Discrepancy Reports, Inspection Reports, Engineering review sheets, annotations on Shipping Instructions or communications via telephone, e-mail, facsimile, or other correspondence. ___________________________________________________________________________________________________________PART IV.2 - FAR/DFARS CLAUSES MODIFIED AND INCORPORATED IN FULL TEXT –

COST REIMBURSEMENT; TIME AND MATERIALS; OR LABOR HOUR(Applies for Cost Reimbursement, Time-and-Materials, or Labor Hour Type Awards in addition to PART IV.0 - General.)

421. 52.243-2, CHANGES – COST REIMBURSEMENT (Aug 1987) & ALT I (Apr 1984) & ALT II (Apr 1984) (Modified to read as shown below.)(a) The Buyer may at any time, by written order, and without notice to the sureties, if any, make changes within the general scope of this Purchase Order in any

one or more of the following:(1) Drawings, designs, or specifications when the supplies to be furnished are to be specially manufactured for the Buyer or the Government in accordance

with the drawings, designs, or specifications. (2) Method of shipment or packing. (3) Place of delivery. (4) Inspection Standards.(5) Place or time of Inspection.

(b) If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance of any part of the work under this Purchase Order, whether or not changed by the order, or otherwise affects any other terms and conditions of this Purchase Order, the Buyer shall make an equitable adjustment in the—

(1) Estimated cost, delivery or completion schedule, or both. (2) Amount of any fixed fee; and (3) Other affected terms and shall modify the Purchase Order accordingly.

(c) The Seller must assert its right to an adjustment under this clause within 20 days from the date of receipt of the written order. However, if the Buyer decides that the facts justify it, the Buyer may receive and act upon a proposal submitted before final payment of the Purchase Order.

(d) Failure to agree to any adjustment shall be a dispute under the Disputes clause of this Purchase Order. However, nothing in this clause shall excuse the Seller from proceeding with the Purchase Order as changed.

(e) Notwithstanding the terms and conditions of paragraphs (a) and (b) of this clause, the estimated cost of this Purchase Order and, if this Purchase Order is incrementally funded, the funds allotted for the performance of this Purchase Order, shall not be increased or considered to be increased except by specific written modification of the Purchase Order indicating the new Purchase Order estimated cost and, if this Purchase Order is incrementally funded, the new amount allotted to the Purchase Order. Until this modification is made, the Seller shall not be obligated to continue performance or incur costs beyond the point established in the Limitation of Cost or Limitation of Funds clause of this Purchase Order.

Alternate I (Apr 1984). If the requirement is for services and no supplies are to be furnished, substitute the following paragraph (a) for paragraph (a) of the basic clause:






(1) Description of services to be performed. (2) Time of performance (i.e., hours of the day, days of the week, etc.). (3) Place of performance of the services.

Alternate II (Apr 1984). If the requirement is for services and supplies are to be furnished, substitute the following paragraph (a) for paragraph (a) of the basic clause:

(a) The Buyer may at any time, by written order, and without notice to the sureties, if any, make changes within the general scope of this contract in any one or more of the following:

(1) Description of services to be performed. (2) Time of performance (i.e., hours of the day, days of the week, etc.). (3) Place of performance of the services. (4) Drawings, designs, or specifications when the supplies to be furnished are to be specially manufactured for the Buyer or the Government in

accordance with the drawings, designs, or specifications. (5) Method of shipment or packing of supplies. (6) Place of delivery. (7) Inspection Standards(8) Place or time of inspection.

422. 52.243-3, CHANGES – TIME-AND-MATERIALS OR LABOR HOURS (Sept 2000, Modified to read as follows.)(a) The Buyer may at any time, by written order, and without notice to the sureties, if any, make changes within the general scope of this Purchase Order in any

one or more of the following: (1) Description of services to be performed. (2) Time of performance (i.e., hours of the day, days of the week, etc.). (3) Place of performance of the services. (4) Drawings, designs, or specifications when the supplies to be furnished are to be specially manufactured for the Buyer or the Government in accordance

with the drawings, designs, or specifications. (5) Method of shipment or packing of supplies. (6) Place of delivery. (7) Amount of Government-furnished property. (8) Inspection Standards(9) Place or time of inspection.

(b) If any change causes an increase or decrease in any hourly rate, the ceiling price, or the time required for performance of any part of the work under this Purchase order, whether or not changed by the order, or otherwise affects any other terms and conditions of this Purchase Order, the Buyer will make an equitable adjustment in any one or more of the following and will modify the Purchase Order accordingly:

(1) Ceiling price. (2) Hourly rates. (3) Delivery schedule. (4) Other affected terms.

(c) The Seller shall assert its right to an adjustment under this clause within 20 days from the date of receipt of the written order. However, if the Buyer decides that the facts justify it, the Buyer may receive and act upon a proposal submitted before final payment of the Purchase Order.

(d) Failure to agree to any adjustment will be a dispute under the Disputes clause of this Purchase Order. However, nothing in this clause excuses the Seller from proceeding with the Purchase Order as changed.

(end)
