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CT-1 NORTHROP GRUMMAN CORPORATION

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CT-1 NORTHROP GRUMMAN CORPORATION Powered By Docstoc
					                                       CT-1
                           NORTHROP GRUMMAN CORPORATION
                           PURCHASE ORDER TERMS AND CONDITIONS
                             GOVERNMENT FIXED-PRICE – SUPPLY

                 Title and Clause Number                                            Title and Clause Number
Acceptance                                            2.         Inspection and Acceptance                                    8.
Asbestos                                             30.         Insurance                                                   26.
Assignment                                           21.         Labor Disputes                                              27.
Buyer Authorization                                  12.         Nonconforming Goods                                          9.
Buyer's Property                                     16.         Nonwaiver                                                   39.
Changes                                              11.         Notification of Status Changes                              19.
Choice of Law                                        29.         Offset Commitment                                           31.
Complete Agreement                                   40.         Order of Precedence                                          3.
Compliance with and Applicability of the OFPP        35.         Packing and Shipping                                         7.
Compliance with Laws                                 28.         Partial Invalidity                                          38.
Conflict of Interest                                 51.         Payment                                                      6.
Customs Trade Partnership Against Terrorism                      Proprietary Information                                     23.
                                                     93.
(C-TPAT) Program
                                                                 Release of Information and Advertising                      34.
Definitions                                           1.
                                                                 Reliance                                                    33.
Delivery, Title                                       4.
                                                                 Responsibility For Claims/ Indemnity                        41.
Disposal of Products                                 18.
                                                                 Seller's Data                                               24.
Disputes                                             13.
                                                                 Subcontracting                                              22.
Export and Import Compliance                         32.
                                                                 Suspect/Counterfeit Parts                                   96.
FAR/DFARS Provisions/Clauses                        199.
                                                                 Taxes                                                       20.
Force Majeure                                        95.
                                                                 Termination for Convenience                                 14.
Government Property                                  17.
                                                                 Termination for Default                                     15.
Headings                                             37.
                                                                 Warranty                                                    10.
Indemnity for Defective Cost or Pricing Data         36.
Infringement Indemnification                         25.


1.   DEFINITIONS.
     A. BUYER means the Northrop Grumman Corporation                       customer by the U.S. Government for the acquisition
        subsidiary, Sector, or business unit identified on the             of Products.
        face of the Order.                                            I.   PRODUCT means those goods, supplies, reports,
     B. BUYER’S         AUTHORIZED            PURCHASING                   computer software, data, materials, articles, items,
        REPRESENTATIVE means the person authorized                         parts, components or assemblies, and any related
        by Buyer’s cognizant procurement organization to                   services described in the Order.
        administer and/or execute the Order.                          J.   PROPRIETARY INFORMATION means all
     C. DATA means all financial/business information,                     proprietary data furnished by Buyer to Seller,
        designs, dimensions, specifications, drawings,                     including, but not limited to all data that is identified
        patterns, know how, or other information concerning                in writing at the time of disclosure as proprietary and
        methods, manufacturing processes, equipment,                       marked with an appropriate legend, marking or stamp
        gauges and tools used in the design and manufacture                identifying the data as Proprietary to the party
        of Products. Data may be recorded in a written or                  disclosing the information, and includes any
        printed document, computer or electronically stored,               information marked with a restrictive legend as
        software, or any other tangible form of expression.                prescribed in DFARS 252.227-7013 or 252.227-7014
     D. DFARS means the Defense Federal Acquisition                        or in FAR 52.227-14.
        Regulation Supplement                                         K.   SELLER means the party with whom Buyer is
     E. FAR means the Federal Acquisition Regulation                       contracting.
     F. ORDER means the instrument of contracting                     L.   SERVICES means Seller’s time and effort, including
        including the Purchase Order and all referenced                    any goods, supplies, materials, articles, items, parts,
        documents.                                                         components or assemblies (Products) incidental to
     G. PARTIES means Buyer and Seller collectively.                       the performance of the Service.
     H. PRIME CONTRACT means the contracting
        instrument issued to Buyer or Buyer’s higher tier
     TERMS CT-1 (R. 01-10)
     PAGE 1 OF 13
2.   ACCEPTANCE.                                                               charges, or other premium rates will be paid by
     This Order is Buyer’s offer to Seller. Acceptance of this                 Buyer unless authorized by Buyer, in writing.
     offer is strictly limited to the terms and conditions in this        B.   Seller shall send a separate invoice for each shipment
     offer. Modifications hereto, to be binding, must be in                    according to the Buyer’s Invoice Instructions which are
     writing and signed by Buyer’s authorized purchasing                       incorporated herein and available on Buyer’s On-line
     representative. Seller’s acknowledgement, acceptance of                   Automated Supplier Information System (OASIS):
     payment, or commencement of performance, shall                            https://oasis.northgrum.com/nu_cp_oasis.htm.        No
     conclusively evidence acceptance of this offer as written.                invoice shall be issued by Seller to Buyer prior to
     Buyer hereby objects to any additional or different terms                 completion of Services or shipment of Products.
     contained in Seller’s acceptance.                                         Payment due dates, including discount periods, will be
3.   ORDER OF PRECEDENCE.                                                      calculated from the date of acceptance of a properly
     In the event of any inconsistency between any parts of this               prepared invoice consistent with the Invoice
     Order, the inconsistency shall be resolved by giving                      Instructions referenced herein. Payment of invoice
     precedence in the following order:                                        shall not constitute approval or acceptance of
     A. Change Order Document                                                  Products or Services rendered. At any time prior to
     B. Purchase Order Document                                                final payment under this Order, Buyer may have
     C. Purchase Order Terms and Conditions.                                   invoices audited to verify their accuracy, completeness
     D. FAR/DFARS Clauses                                                      and compliance with the terms of this Order. Payment
     E. Statement of Work.                                                     of Seller’s invoices shall be subject to adjustment for
     F. Specification/Drawing                                                  any amounts found upon audit or otherwise to have
     G. Other Referenced Documents.                                            been improperly invoiced.
4.   DELIVERY, TITLE.                                                     C. Any amounts owing to Buyer by Seller may be set
     A. The FOB point shall be as designated in the Order.                     off against amounts otherwise due to Seller under
          Title shall pass to Buyer upon acceptance (except as                 this Order.
          otherwise specified within this Order); however,           7.   PACKING AND SHIPPING.
          passing of title shall not relieve Seller of any other          Seller shall be responsible for ensuring the proper
          obligations under this Order.                                   packaging and shipping of Product hereunder in
     B. All deliveries shall be strictly in accordance with the           accordance with Buyer’s Purchase Order Terms and
          applicable quantities and schedules set forth in this           Conditions and Buyer’s Carrier Routing Instructions
          Order.        Buyer reserves the right to return                which is incorporated herein and available on Buyer’s On-
          overshipments and early shipments at Seller’s                   line Automated Supplier Information System (OASIS):
          expense. Seller shall be liable for all storage/handling        https://oasis.northgrum.com/nu_cp_oasis.htm.       Damage
          charges incurred as a result of overshipments and               resulting from improper Product packaging will be
          early shipments.                                                charged to Seller.
     C. Whenever it appears Seller will not meet the delivery        8.   INSPECTION AND ACCEPTANCE.
          schedule, Seller shall immediately notify Buyer of              A. Unless otherwise specified Buyer’s final inspection
          the reason and estimated length of the delay. Seller                 and acceptance shall be at destination. Failure to
          shall make every effort to avoid or minimize the                     inspect and accept or reject Products shall not relieve
          delay to the maximum extent possible including the                   the Seller from responsibility for compliance with
          expenditure of premium time and most expeditious                     Order requirements nor impose liability on Buyer.
          transportation. Any additional cost caused by these             B. Seller shall not substitute materials or accessories
          requirements shall be borne by Seller.                               without written consent of Buyer.
     D. If Seller is unable to meet the required delivery                 C. If the goods are to specifically manufactured for
          schedules for any reason, other than a change                        Buyer in accordance with drawings, designs, or
          directed by Buyer, Buyer shall have the option to (1)                specifications furnished by Buyer: (1) Seller shall
          terminate this Order, or (2) fill such Order or any                  provide and maintain an inspection and quality
          portion thereof, from sources other than Seller and to               control system acceptable to Buyer and provide
          reduce Seller’s Order quantities accordingly at no                   access to Seller's facilities including all
          increase in unit price, without any penalty to Buyer.                subcontractors facilities used in performance of this
          This condition shall not limit buyer’s rights under the              order at all reasonable times for inspection by
          default clause contained herein.                                     Buyer's agents or employees, and shall provide all
     E. All Parties expressly agree that time is and shall                     tools, facilities, and assistance reasonably necessary
          remain of the essence in performing this Order and                   for inspection relating to the performance of this
          no acts of Buyer, including without limitation,                      purchase order; and
          modifications to this Order or acceptance of late                    (2) Seller shall maintain adequate and authenticated
          deliveries, shall constitute a waiver of this provision.             inspection and test documents which relate to work
5.   RESERVED.                                                                 performed under this purchase order for a period of
6.   PAYMENT.                                                                  three years after completion of this purchase order or
     A. Buyer shall pay Seller the price set forth in this Order               as otherwise specified in this purchase order, and
          for the Services and/or Products specified. Price                    shall make such records available to Buyer upon
          includes all profit, wages, salaries, overhead, taxes,               request;
          and other costs and expenses. No overtime, expedite                  (3) Seller shall supply Buyer with inspection and test
                                                                               reports, affidavits, certifications, or any other

TERMS CT-1 (R. 01-10)
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         documents as may reasonably be requested by Buyer.                 packing; (3) place of delivery; (4) reasonable
         Such inspection and test may be performed by third                 adjustments in quantities or delivery schedules or
         party representatives on behalf of Buyer;                          both; (5) place of inspection; and (6) place of accep-
         (4) Seller shall notify Buyer in writing of any                    tance.
         changes in product and/or process definition and               B. If the change causes an increase or decrease in the
         obtain Buyers written approval prior to proceeding;                cost or time required to perform this Order, Buyer
         and                                                                and Seller shall negotiate an equitable adjustment in
         (5) Seller shall include the substance of this clause in           the price or schedule, or both, to reflect the increase
         all applicable purchase orders or subcontracts issued              or decrease. Buyer shall modify this Order in writing
         in the performance of this order.                                  accordingly.
9. NONCONFORMING GOODS.                                                 C. Any claim for adjustment shall be unconditionally
    If Seller fails to deliver or delivers oveshipments,                    waived unless: (i) asserted in writing and delivered to
    defective or nonconforming Products, Buyer may:                         Buyer within 15 days of the date of the written
    A. Accept all or part of the defective or non-conforming                change order; and (ii) a fully supported proposal is
         Products at an equitable price reduction; or                       delivered to Buyer’s authorized representative within
    B. Reject all or any part of a delivery of defective or                 45 days after Seller’s receipt of such direction.
         non-conforming Products, and demand delivery of                D. If Seller claims the cost of any Property made obso-
         conforming Products. All rejected Products shall be                lete or excess, Buyer shall have the right to prescribe
         shipped to Seller at Seller’s expense; or                          the manner of disposition of the property to include
    C. Make, or have a third party make all repairs,                        the right to acquire that property for the cost claimed.
         modifications, or replacements necessary to enable             E. Buyer has the right to examine any of Seller’s perti-
         such Product to comply in all respects with Order                  nent books and records for the purpose of verifying
         requirements and charge the expense incurred to                    Seller’s claim.
         Seller; or                                                     F. Failure to agree to any adjustment shall be a dispute
    D. Terminate this Order for default in whole or in part.                within the meaning of the “Disputes” clause hereof.
10. WARRANTY.                                                               However, Seller shall not be excused from
    A. Seller warrants that all Products delivered under this               proceeding with the Order as changed.
         Order will: be free from defects in materials,             12. BUYER AUTHORIZATION.
         workmanship, and manufacturing processes; conform              A. The Buyer’s Authorized Purchasing Representative
         to all requirements of this Order; and be free of all              has sole authority to make contractual commitments
         liens and encumbrances. To the extent Products are                 on behalf of the Buyer, to provide contractual
         not manufactured pursuant to detailed design and                   direction, and to change contractual requirements as
         specifications furnished by Buyer, Seller warrants                 defined in the Order.
         that the Product shall be free from design and                 B. Buyer’s engineering, technical personnel and other
         specifications defects.                                            representatives may from time to time render
    B. If any Product fails to comply in any respect to the                 assistance or give technical advice or discuss or
         warranty set forth above, Seller, at Buyer’s option,               affect an exchange of information with Seller’s
         shall promptly repair or replace the Product.                      personnel concerning the Product hereunder. No
         Transportation of replacement Product and return of                such action shall be deemed to be a change under the
         nonconforming Product shall be at Seller’s expense.                “Changes” clause of this Order and shall not be the
         If repair or replacement of Product is not timely,                 basis for an equitable adjustment.
         Buyer may elect to return, repair, replace, or             13. DISPUTES.
         reprocure the nonconforming Product at Seller’s                A. Any dispute that may arise under or in connection
         expense. All warranties shall run to Buyer and its                 with this Order with respect to the rights, duties, or
         customers.                                                         obligations of the Parties shall be submitted in
    C. Buyer’s approval of any documentation prepared by                    writing for resolution to ascending levels of
         Seller or Buyer’s participation in design reviews or               management of the respective Parties up to the
         first article approval process or similar reviews shall            Senior Executive of the Materiel or Procurement
         not relieve Seller of any obligation under this                    organization placing the Order, and Seller’s
         warranty.                                                          equivalent executive level.
    D. Buyer’s rights under this clause shall, at Buyer’s               B. If a dispute cannot be resolved to both Parties’
         option, be assignable to and enforceable by its                    mutual satisfaction, after good faith negotiations,
         successors and customers.                                          within ninety (90) calendar days from the date the
    E. The rights of Buyer set forth in this clause shall be in             written claim is received by the other Party, or such
         addition to, and not in lieu of, any other right Buyer             additional time as the Parties agree upon, in writing,
         may have under this Order, or in law or equity.                    either Party may only bring suit in federal or state
11. CHANGES.                                                                court in the state from which this Order is issued.
    A. Buyer’s authorized representative may at any time,               C. Pending any prosecution, appeal, or final decision
         by written order, and without notice to sureties or                referred to in this clause, or the settlement of any
         assignees, if any, make changes within the general                 dispute arising under this Order, Seller shall proceed
         scope of this Order in (1) drawings, designs,                      diligently, as directed by Buyer, with performance of
         specifications, planning, and/or other technical                   the Order.
         documents; (2) method of shipment, packaging, or

TERMS CT-1 (R. 01-10)
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     D.  To the maximum extent permitted by law, the parties            earthquake, flood, or other acts of nature during such time
         waive any right to a jury trial.                               as they remain in Seller’s possession.
14. TERMINATION FOR CONVENIENCE.                                    17. GOVERNMENT PROPERTY.
    Buyer may at any time terminate all or any part of this             A Title - (1) The Buyer or Government shall retain title
    Order in accordance with the contract clause entitled                    to all Buyer or Government furnished property, as
    “Termination for Convenience of the Government (Fixed-                   applicable. (2) Title to all property purchased by
    Price)” set forth at 52.249-2 of the FAR, which clause is                Seller for which Seller is entitled to be reimbursed as
    hereby incorporated herein and made a part hereof by this                a direct item of cost under this Purchase Order shall
    reference, except that the term “contract” therein shall                 pass to and vest in the Government/Buyer upon the
    mean this Order, the term “Contracting Officer” therein                  vendor's delivery of such property. (3) Title to all
    shall mean “Buyer”, the term “Government” therein shall                  other property, the cost of which is reimbursable to
    mean “Buyer” except that in subparagraph (b) (8) and at                  Seller, shall pass to and vest in the
    the first occurrence thereof in paragraph (h) it shall mean              Government/Buyer upon
    “Buyer or the Government” and in paragraph (n) it shall                        (i) Issuance of the property for use in Purchase
    mean “Buyer and the Government”, the term “Contractor”                               Order performance;
    therein shall mean “Seller”, paragraphs (d) and (j) thereof                    (ii) Commencement of processing of the
    are deleted, the period “120 days” in paragraph (c) is                               property or use in Purchase Order
    changed to “60 days”, the period “1 year” in paragraph (e)                           performance; or
    is changed to “3 months” and the period “90 days” in                           (iii) Reimbursement of the cost of the property
    paragraph (l) is changed to “45 days”; provided, however,                            by Buyer, whichever occurs first.
    that if this Order is a first-tier subcontract under a U.S.              (4) All Government furnished property, all property
    Government prime contract, the period “1 year” in                        acquired by Seller, title to which vests in the
    paragraph (e) is changed to “180 days.”                                  Government under this paragraph (collectively
15. TERMINATION FOR DEFAULT.                                                 referred to as "Government property"), and all Buyer
    A. The FAR 52.249-8 “Default (Fixed Price Supply and                     furnished property is subject to the provision of this
         Service)” clause is by this reference incorporated                  clause.      Title to Buyer-furnished property or
         herein and made a part hereof except that the term                  Government property shall not be affected by its
         “contract” therein shall mean this Order, the term                  incorporation into or attachment to any property not
         “Contractor” therein shall mean “Seller”, the term                  owned by Buyer or the Government, nor shall
         “Contracting Officer” therein shall mean “Buyer”,                   Government or Buyer furnished property become a
         the term “Government” in all paragraphs thereof                     fixture or lose its identity as personal property by
         except paragraph (c) shall mean “Buyer” and all                     being attached to any real property.
         reference therein to “Disputes” shall mean the                 B If, in connection with the performance of this
         Disputes clause of this Order. Buyer may terminate                  purchase order, any property is furnished to Seller by
         this Order in whole, or in part, for Seller’s default in            Buyer or by the Government, Seller shall assume the
         accordance with this clause. In addition, Buyer may                 risk of, and be responsible for, any loss, theft,
         terminate this Order in whole, or in part, in the event             destruction of or damage to the property while in
         one of the following occurs, is threatened, or is                   Seller's possession or control except to the extent that
         imminent with respect to Seller: insolvency;                        this purchase order provides for the relief of Seller
         bankruptcy; suspension of business; sale of a                       from such liability. In the absence of such approval,
         substantial part of Seller’s assets; filing for                     Seller shall return all such property in as good a
         dissolution; liquidation proceedings; appointment of                condition as when received except for reasonable
         a trustee or receiver for Seller’s property or business;            wear and tear for the utilization of such property in
         or assignment.                                                      accordance with the provisions of the prime contract.
    B. As set forth in FAR 52.249-8 the Parties agree that in                As indicated, Seller shall establish and maintain a
         the event a determination is made whether by the                    system in accordance with the property provisions
         Parties or a court that the default termination was                 listed below. Seller shall also notify Buyer if its
         inappropriate, the Parties’ rights and obligations shall            property system deemed inadequate or the Risk of
         be solely governed by the Termination for                           Loss provision has been withdrawn by the
         Convenience clause contained herein and Seller shall                Government.
         be entitled to a recovery no greater than that                 C The Buyer and/or a Buyer representative from the
         permitted in said Termination for Convenience                       Property organization may request information
         clause.                                                             periodically to satisfy inventory and/or financial
16. BUYER’S PROPERTY.                                                        requirements of the Customer. Buyer and/or the
    During the term of the Order, Seller shall, at its sole cost             Northrop Grumman Corporation (NGC) Property
    and expense, maintain a policy or policies of insurance                  organization will request Seller to appoint an
    covering the loss or destruction of or damage to all Buyer               individual as Point of Contact to enable
    materials, tools, and equipment, special or otherwise, in                communication regarding Property, as required.
    which Buyer has an interest, in the amount of the full                   NGC Property oversight will be dependent upon:
    replacement value thereof providing protection against all               Adequacy of Seller’s documented property
    perils normally covered in an “all–risk” policy, including               procedures, Seller/Buyer history, Seller’s Property
    but not limited to, fire, windstorm, hurricane, tornado,                 Management System reviews and Seller’s ability to
    sandstorm, explosion, riot, civil commotion, aircraft,

TERMS CT-1 (R. 01-10)
PAGE 4 OF 13
          provide NGC timely and accurate inventory and                   separately on the invoice. Use or sales taxes for which
          property reports.                                               Buyer has furnished a valid exemption certificate or other
    D Unless specifically provided in this Purchase Order,                evidence of exemption shall not be included.
          Seller warrants that the estimated cost set forth in this   21. ASSIGNMENT.
          Purchase Order does not include as a direct charge              A. Seller shall not assign any of its rights under this
          the cost of any special tooling, special test                        Order without Buyer’s prior, written consent, except
          equipment, or equipment as are defined in FAR Part                   as specifically stated in this clause.
          2 and/or 52.245-1. Any such special tooling, special            B. Buyer may make direct settlements or adjustments in
          test    equipment       or     equipment       to     be             price, or both, with Seller under the terms of this
          acquired/fabricated in the performance of or charged                 Order notwithstanding any assignment of claims for
          to this order, will be brought to the Buyer’s                        money due or to become due under this Order and
          immediate attention and as required, will be covered                 without notice to the assignee.
          by a separate purchase order.                                   C. Seller shall not furnish or disclose to any assignee
    E The Seller shall have a process to create and provide                    under this Order or any other person not entitled to
          reports of Property: (1) Discrepancies incident to                   receive the same, any classified document or any of
          shipment and the receipt; (2) Loss, Damage or                        Buyer’s Proprietary information (including this
          Destruction (LDD); (3) Periodic Physical Inventory                   Order) until and unless authorized to do so by
          Reports and related discrepancies to be submitted in                 Buyer’s authorized representative.
          accordance with FAR 52.245-1 (f)(iv) as required;           22. SUBCONTRACTING.
          (4) Government written notification of System                   A. Seller shall not subcontract without the prior written
          Adequacy (Summary of Findings) or Inadequate                         authorization of Buyer for the performance of any
          System Rating and Corrective Actions, if applicable;                 service to be provided hereunder, and Seller shall
          (5) As property becomes excess a list of property                    require a like agreement from any immediate and
          and/or material will be provided to NGC (NGC will                    lower-tier suppliers. This is not a restriction on
          provide template when required); and (6) Any                         authorized distributors, dealers, jobbers or industrial
          specific reports as required by the Buyer’s Property                 suppliers.
          Management organization. (7) If an LDD is required              B. No subcontract placed under this Order shall provide
          for Government or Buyer furnished property, the                      for payment on a cost-plus-percentage-of-cost basis,
          Buyer shall be notified in writing within a reasonable               and any fee payable under cost-reimbursement
          period of time with a preliminary report and/or as                   subcontracts shall not exceed the fee limitations in
          soon as the facts become known a formal LDD report                   subsection 15.404-4(c) of the Federal Acquisition
          will be submitted to the Buyer in accordance with                    Regulation (FAR).
          FAR 52.245-1 (1)(vi)(B).                                        C. Any subcontract awarded to a foreign person, as
    F The Buyer and/or a Buyer’s representative from the                       defined in the International Traffic in Arms Regu-
          Property organization shall have the right, at all                   lations or the Export Administration Regulations,
          reasonable times, to visit the Seller’s plant or such                must comply with the Export and Import Compliance
          parts thereof as may be engaged in work relating to                  clause herein.
          this purchase order, for the purpose of verification        23. PROPRIETARY INFORMATION.
          and/or determining continued adequacy of the                    A. If a separate Proprietary Information Agreement
          Seller’s Property Management System. Seller shall                    exists between the Parties, which relates to the
          receive prior notice of any visit made pursuant to this              subject matter of this Order, then Proprietary
          clause.                                                              Information furnished by one Party to the other Party
18. DISPOSAL OF PRODUCTS.                                                      shall be protected pursuant to such Proprietary
    Seller shall not sell, or otherwise dispose of as scrap or                 Information Agreement.
    otherwise, any completed or partially completed or                    B. If no separate Proprietary Information Agreement
    defective Products without defacing or rendering such                      exists between the Parties, Seller agrees to keep
    Products unsuitable for use.          Upon completion or                   confidential and not to disclose to any other person
    termination of this Order, Seller shall, at Seller’s expense,              any Proprietary Information received from Buyer in
    dispose of all Products, including partially completed                     connection with this Order. Seller further agrees to
    Products, as required or directed by Buyer.                                use Proprietary Information only for purposes
19. NOTIFICATION OF STATUS CHANGES.                                            necessary for performing this Order, without first
    By accepting this Order, Seller certifies that most recent                 obtaining Buyer’s written authorization.
    representations and certifications provided by Seller                 C. Seller may disclose Proprietary Information to its
    continue to remain valid and unchanged. If Seller’s status                 subcontractors as required for the performance of this
    under any of the applicable representations and                            Order, provided that each such subcontractor first
    certifications has changed, Seller must complete and                       assumes by written agreement the same obligations
    submit to Buyer revised representations and certifications                 imposed on Seller under this Order relating to such
    prior to taking any action indicating acceptance as stated                 Proprietary Information.
    on the face of the Order.                                             D. All documents and other tangible media (excluding
20. TAXES.                                                                     Products) containing or conveying Proprietary
    The price of this Order includes all applicable federal,                   Information and transferred in connection with this
    state, and local taxes, duties, tariffs, and similar fees                  Order, together with any copies thereof, are and
    imposed by any government, all of which shall be listed                    remain the property of Buyer.

TERMS CT-1 (R. 01-10)
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     E.  Neither the existence of this Order nor the disclosure             under this Order shall be coextensive with Buyer’s
         hereunder of Proprietary Information or any other                  liability.
         information shall be construed as granting expressly      26. INSURANCE.
         by implication, by estoppel or otherwise, a license           A. During the entire Order period Seller and its
         under any invention or patent now or hereafter                     subcontractors shall, at their sole cost and expense,
         owned or controlled by Buyer or Buyer’s customer,                  procure and maintain Worker’s Compensation
         except as specifically set forth herein.                           insurance coverage as required by the laws of the
    F. Seller’s obligations with respect to Proprietary                     state in which the work is performed and such
         Information disclosed hereunder prior to the                       insurance shall provide waiver of subrogation against
         performance in full, termination or cancellation of                Buyer. Seller shall also maintain, at their sole cost
         this Order shall not, except as expressly set forth                and expense, Employer Liability insurance in the
         herein, be affected by such performance in full,                   amount of $1,000,000.
         termination, or cancellation.                                 B. Whenever performance requires work on a Govern-
    G. Unless otherwise provided herein, or authorized by                   ment installation, Buyer’s premises, or premises
         Buyer in writing, Seller shall use Proprietary                     under the care, custody or control of Buyer or
         Information and/or data only in the performance of                 Buyer’s customer, Seller and its subcontractors shall,
         this Order subject to the Government’s rights under                at their sole cost and expense, procure and maintain
         the Government Property clause.                                    the following insurance coverage in the minimum
24. SELLER’S DATA.                                                          limits indicated:
    Excluding Data marked with an appropriate legend and                    1. General Liability – Combined Single Limit
    protected in accordance with a separate Proprietary                           $2,000,000 bodily injury and property damage.
    Information Agreement, any Data, which Seller discloses                       Coverage shall include but not necessarily be
    to Buyer while performing this Order, that Seller has not                     limited to, premises and operations, products
    marked with a limited rights legend in accordance with                        and completed operations and contracts.
    the applicable rights in technical data and computer                    2. Automobile Liability – Combined Single Limit
    software clauses/provisions called out herein shall not be                    $2,000,000 bodily injury and property damage
    considered proprietary to Seller or in any way restrict                       covering all owned, hired and non-owned vehi-
    Buyer’s use of such Data.                                                     cles.
25. INFRINGEMENT INDEMNIFICATION.                                      C. All insurance required as a part of this Order shall be
    A. In lieu of any other warranty by Seller to Buyer                     placed with insurance companies that are authorized
         against intellectual property infringement, statutory              to do business under the laws of the state or states in
         or otherwise, express or implied, Seller will defend,              which the work is being performed and shall be in a
         indemnify, and hold harmless Buyer, Buyer’s                        form reasonably acceptable to Buyer.
         officers, agents, employees, and customers against all        D. General Liability and Automobile Liability insurance
         suits or actions, claims and liabilities, including                coverage shall provide that Buyer is named as an
         costs, based on a claim that use or sale of any                    additional insured and if requested by Buyer, Seller
         Products delivered under this Order infringes any                  shall provide evidence that the required insurance is
         patent, trade secret, copyright, or other intellectual             in place in the form of insurance certificates.
         property right of third parties.                              E. Insurance coverage described herein must be in place
    B. Buyer shall notify Seller in writing of such claim and               and effective prior to commencement of any activity
         Buyer shall provide Seller with reasonable                         that is the subject of this Order. Renewal insurance
         information and assistance, at Seller’s expense, for               certificates, if applicable, shall be provided to Buyer
         the defense thereof.                                               at least 15 days prior to the expiration date of the
    C. If the use or sale of the Product is enjoined as a result            insurance under each required coverage.
         of a suit, Seller, at no expense to Buyer, shall obtain       F. Buyer and Seller agree to defend, indemnify, and
         for Buyer and its customer the right to use and sell               save harmless the other from all damages and
         the Product or shall substitute an equivalent Product              liabilities arising out of or in connection with
         acceptable to Buyer and extend this indemnification                presence on the other’s premises pursuant to this
         thereto.                                                           Order; provided, however, that such damage and
    D. Seller’s obligation shall not apply to Products                      liability shall not have been caused by the negligence
         manufactured by Seller pursuant to detailed designs                of the agents, subcontractors or employees of the
         developed by Buyer and furnished to Seller under an                indemnified parties.
         Order, which does not require research, development,      27. LABOR DISPUTES.
         or design work by Seller. Seller’s obligation shall           Whenever Seller has knowledge that any actual or
         also not apply to any infringement arising from the           potential labor dispute is delaying or threatens to delay
         use or sale of Products in combination with Products          timely performance of this Order, Seller shall immediately
         not delivered by Seller if such infringement would            give notice to Buyer including all relevant information
         not have occurred but for such combined use unless            including, but not limited to, nature of dispute, labor
         such combination was reasonably foreseeable.                  organizations involved, estimated impact on Seller’s
    E. Notwithstanding the foregoing, when this Order is               performance of Buyer’s order and estimated duration.
         performed under the authorization and consent of the          Seller shall also provide updated reports throughout the
         U.S. Government to infringe United States Patents,            dispute duration. Seller agrees to insert the substance of
         Seller’s liability for Seller’s patent infringement           this clause, including this sentence, in any lower–tier

TERMS CT-1 (R. 01-10)
PAGE 6 OF 13
      subcontract where a labor dispute might delay timely                          Traffic in Arms Regulations) or 50 United States
      performance of this Order.                                                    Code 2401 – 2420 (Export Administration Act) and
28.   COMPLIANCE WITH LAWS.                                                         15 Code of Federal Regulations 768 – 799 (Export
      A. Seller shall comply with all applicable Federal, State                     Administration Regulations) and their successor and
            and local laws, statutes, rulings, ordinances, orders,                  supplemental laws and regulations (collectively
            and regulations in performing this Order.                               hereinafter referred to as the “Export Laws and
      B. Seller certifies that the Products called for by this                      Regulations”). Seller represents and warrants that it
            Order have been or will be produced in full                             is either 1) a U.S. Person as that term is defined in
            compliance with Sections 6, 7, 12, and 15 of the Fair                   the Export Laws and Regulations, or 2) that it has
            Labor Standards Act of 1938 (29 U.S. Code 201-                          disclosed to Buyer’s Representative in writing the
            219), as amended, and of regulations and orders of                      country in which it is incorporated or otherwise
            the United States Department of Labor under Section                     organized to do business, or if a natural person, all
            14 thereof.                                                             citizenships and US immigration status. Seller shall
29.   CHOICE OF LAW.                                                                comply with any and all Export Laws and
      Both Parties agree that, irrespective of the place of                         Regulations, and any license(s) issued thereunder.
      performance of this Order, unless otherwise specifically                 B. Foreign Personnel/Persons. Seller shall not give any
      provided herein, this Order will be construed and                             Foreign Person (including Seller's own non-US
      interpreted according to the law of the state from which                      employees or affiliates) access to Technical Data,
      this Order is issued, as identified in the Order, excepting                   software or Defense Articles, or provide an unau-
      that state’s laws on conflict of law.                                         thorized Defense Service as those terms are defined
30.   ASBESTOS.                                                                     in the applicable Export Laws and Regulations
      Seller shall not provide any Product that contains asbestos                   without      the    prior     written     consent     of
      and shall submit certification to Buyer on demand that the                    Contractor/Buyer. Any request for such consent must
      Products contain no asbestos.                                                 state the intended recipient’s citizenship(s), and
31.   OFFSET COMMITMENT.                                                            status under 8 U.S.C. 1101 and 8 U.S.C. 1324 (the
      This clause shall only apply to Orders in excess of                           “Immigration and Naturalization Act”), and such
      $50,000.00.                                                                   other information as Buyer may reasonably request.
      A. Definition: “Offset” means the obligations that                            No consent granted by Buyer in response to Seller’s
            Buyer undertakes, in order to market or sell its                        request under this paragraph b. shall relieve Seller of
            Products, to assist a customer country in reducing                      its obligations to comply with the provisions of
            any trade imbalance caused by its purchase of                           paragraph a. of this Clause or the Export Laws and
            Buyer’s Products or to meet other customer country                      Regulations, nor shall any such consent constitute a
            national objectives.
                                                                                    waiver of the requirements of paragraph a.
      B. Notwithstanding that this Order is or is not made
                                                                                    hereinabove, nor constitute consent for Seller to
            in direct support of a foreign sale, Seller agrees that it
            is obligated to support Buyer’s Offset commitments                      violate any provision of the Export Laws and
            as a condition of this Order.                                           Regulations.
      C. The offset credits arising out of or resulting from,                  C. Indemnification. Seller shall indemnify and save
            directly or indirectly, this Order are for the exclusive                harmless Buyer from and against any and all
            use of Buyer and may be used by Buyer and any of                        damages, liabilities, penalties, fines, costs, and
            its affiliates and subsidiaries to fulfill all past, present            expenses, including attorneys fees, arising out of
            and future Offset obligations. In addition, Seller                      claims, suit, allegations or charges of Seller’s failure
            agrees to identify and retain for Buyer’s use any                       to comply with the provisions of this Clause and
            rights to offset credits generated by its suppliers and                 breach of the warranty set forth in paragraph a. Any
            subcontractors arising out of or resulting from this                    failure of Seller to comply with the requirements or
            Order.                                                                  any breach of the warranty contained in this Clause
      D. Seller shall provide a copy of each Order or                               shall be a material breach of this Order.
            Subcontract placed with a foreign source under this                D. Subcontracts. The substance of this Clause shall be
            Order in support of Buyer’s rights to offset credit.                    incorporated into any lower-tier subcontract or
      E. Seller shall execute all necessary documents to
                                                                                    purchase order entered into by the Seller for the
            evidence Buyer’s right to use or assign any offset
                                                                                    performance of any part of the work under this
            credits.
      F. Buyer reserves the right to assign offset credits                          Order.
            generated through Seller’s efforts under this Order to         33. RELIANCE.
            third parties.                                                      Seller represents and warrants that Seller is an expert
      G. Seller shall include the substance of this clause, in                 fully competent in all phases of the work involved in
            favor of Buyer, in its subcontracts issued at all tiers            producing and supporting all Products and performing all
           pursuant to this Order.                                             services purchased under this Order.
32. EXPORT AND IMPORT COMPLIANCE.                                          34. RELEASE            OF        INFORMATION               AND
    A. Export Compliance. Seller is advised that its                           ADVERTISING.
       performance of this Order may involve the use of or                     Except as required by law, no public release of any
       access to articles, technical data or software that is                  information, or confirmation or denial of same, with
       subject to export controls under 22 United States                       respect to this Order or the subject matter hereof, will be
       Code 2751 – 2796 (Arms Export Control Act) and 22                       made by Seller without the prior written approval of
       Code of Federal Regulations 120-130 (International                      Buyer. Additionally, Seller shall not use the name

TERMS CT-1 (R. 01-10)
PAGE 7 OF 13
      “Northrop Grumman” or in any other way identify Buyer                  all terms and conditions of agreement. This Order super-
      in any advertisement, display, news release, or other                  sedes and cancels all prior understandings, proposals,
      public disclosure without Buyer’s prior written consent.               communications, whether oral or written, and agreements
35.   COMPLIANCE WITH AND APPLICABILITY OF                                   between the Parties, whether such understandings,
      THE OFFICE OF FEDERAL PROCUREMENT                                      proposal, communications, and agreements were written
      POLICY (OFPP) ACT OF 1988 (41 USC 423).                                or oral, concerning the matters addressed in this Order.
      Seller represents that during the conduct of the                       No course of prior dealings between the Parties, and no
      procurement of which this Order forms a part, it has                   usage of trade, shall be relevant to supplement or explain
      complied with and will continue to comply with the                     any term used in this Order.
      requirements of FAR 52.203-10 and Section 27 of the              41. RESPONSIBILITY FOR CLAIMS/INDEMNITY.
      OFPP Act as implemented in FAR. Seller further agrees                  Seller shall, at its own expense, defend, indemnify and
      that it shall indemnify and hold harmless Buyer from and               hold harmless Buyer from any claims or suits brought and
      against any loss, cost or damage incurred by Buyer under               liabilities and losses sustained by any third party for injury
      Buyer’s contract with its customers as a result of or in               to persons or damage to property, arising in whole or in
      connection with Seller’s violation of the OFPP Act.                    part out of the acts or omissions of Seller, its
36.   INDEMNITY FOR DEFECTIVE COST OR                                        subcontractors, agents, or employees in the performance
      PRICING DATA.                                                          of this Order. If Seller fails to defend, hold harmless, and
      Seller hereby indemnifies and agrees to hold Buyer                     indemnify Buyer as provided in this clause, then Seller
      harmless from any and all price or cost reductions made                shall pay for any damages, attorney’s fees, and any other
      pursuant to the FAR 52.215-10 “Price Reduction for                     fees, costs, and expenses that may be incurred by Buyer in
      Defective Cost or Pricing Data” clause or the FAR                      the defense of any action related to this Order and/or in
      52.215-11 “Price Reduction for Defective Cost or Pricing               the prosecution of any action to enforce the provisions of
      Data - Modifications” clause, or any other provisions of               this clause.
      the prime contractor higher-tier subcontract under which         42. - 50. RESERVED.
      this Order is issued, and from and against any and all cost      51. CONFLICT OF INTEREST.
      disallowances or non-recognitions of costs under such                   Seller warrants that no conflict of interest exists between
      prime contractor subcontract, if such price or cost                    the Services and Products to be provided under this Order
      reduction, cost disallowance or non-recognition of costs               and Seller’s other activities. Seller shall immediately
      arises                        or                       results         advise Buyer of any such conflict of interest or potential
      directly or indirectly because:                                        conflict of interest which arises during performance of this
      A. Seller, or any Seller subcontractor at any tier or                  Order.
            prospective subcontractor hereunder, furnished cost        52. - 92. RESERVED.
            or pricing data that were not complete, accurate and       93. CUSTOMS TRADE PARTNERSHIP AGAINST
            current as certified in Seller’s Certificate of Current          TERRORISM (C-TPAT) PROGRAM.
            Cost or Pricing Data; or                                         Buyer has joined with the U.S. Bureau of Customs and
      B. Seller, or any Seller subcontractor or prospective                  Border Protection in the Customs Trade Partnership
            subcontractor at any tier hereunder, furnished data of           Against Terrorism (C-TPAT) program. This program is
            any description that were not accurate.                          designed to protect the supply chain from the introduction
      Accordingly, without limitation of the foregoing, the price            of terrorist contraband (weapons, explosives, biological,
      of this Order shall be reduced and the Order shall be                  nuclear or chemical agents, etc.) in shipments originating
      modified in writing as necessary to reflect the full amount            from off-shore of the United States to Buyer, drop
      of any and all such price or cost reductions and any and all           shipments to its sub-tier suppliers, or drop shipments to its
      such cost disallowances or non-recognitions of costs. The              customers originating from off-shore of the United States.
      rights and remedies of Buyer under or pursuant to this                 Seller shipments through U.S. importers, from
      indemnity shall be cumulative and additional to any other              manufacturers in foreign countries, and brokers/freight
      or further rights and remedies provided under this Order               forwarders/carriers must be with transportation companies
      or at law or in equity.                                                that are C-TPAT validated by the U.S. Customs Service.
37.   HEADINGS.                                                              In addition, Seller agrees to take such reasonable
      The descriptive headings contained in this Order are for               measures as may be required by Buyer to ensure the
      convenience of reference only and in no way define, limit              physical integrity and security of all shipments under this
      or describe the scope or intent of this Order.                         Order against the unauthorized introduction of harmful or
38.   PARTIAL INVALIDITY.                                                    dangerous materials, drugs, contraband, weapons or
      If any provision in this Order is or becomes void or                   weapons of mass destruction or introduction of
      unenforceable by force or operation of law, all other                  unauthorized personnel in transportation conveyances or
      provisions shall remain valid and enforceable.                         containers. Such measures may include, but are not
39.   NONWAIVER.                                                             limited to, physical security of manufacturing, packing
      A Party’s failure at any time to enforce any provision of              and shipping areas, restrictions on access of unauthorized
      any Order shall not constitute a waiver of the provision or            personnel to such areas; personnel screening to the
      prejudice a Party’s right to enforce that provision at any             maximum limits of law or regulations in Seller’s or
      subsequent time.                                                       manufacturer’s country; and development, implemen-
40.   COMPLETE AGREEMENT.                                                    tation and maintenance of procedures to protect the
      This Order is the Parties’ final expression of their                   security and integrity of all shipments. Contact the
      agreement and is the complete and exclusive statement of               authorized Purchasing Representative for assistance in

TERMS CT-1 (R. 01-10)
PAGE 8 OF 13
    identifying transportation companies that are validated         97. - 198. RESERVED.
    under the C-TPAT program.                                       199. FAR/DFARS PROVISIONS/CLAUSES.
94. RESERVED.                                                       A. The FAR and DFARS clauses cited in paragraph C. below
95. FORCE MAJEURE.                                                       are incorporated herein by reference at the effective
    Neither party shall be liable for delays in manufacturing            version found in Buyer’s Prime Contract, or higher-tier
    or delivery resulting from any circumstances beyond its              subcontract under which this Order is a subcontract. The
    reasonable control not occasioned by its fault or                    listed FAR and DFARS clauses are incorporated herein as
    negligence, including but not limited to compliance with             if set forth in full text unless made inapplicable by its
    any sovereign decrees, orders, acts, instructions or priority        corresponding note, if any. Whenever said clauses
    requests of any federal, state, or municipal government or           include a requirement for the resolution of disputes
    any department or agency thereof, civil or military, acts of
                                                                         between the parties in accordance with the “Disputes”
    god, fires, floods, strikes, lockouts, embargoes or wars.
                                                                         clause herein, the dispute shall be disposed of in
    Upon the happening of any circumstances or causes
    aforesaid, the affected party shall notify the other party           accordance with the clause entitled “Disputes” in these
    without delay and any relief shall be limited to an                  Terms and Conditions
    extension of delivery dates or times of performance to the      B. Where necessary to derive proper meaning in a subcon-
    extent caused thereby.                                               tract situation from these clauses, “Contractor” means
96. SUSPECT/COUNTERFEIT PARTS.                                           “Seller,” “Contracting Officer” means “Buyer,”
    Seller represents and warrants that it has policies and              “Contract” means this Order and “Government” means
    procedures in place to ensure that none of the supplies              “Buyer or the Government.”          However, the words
    furnished to Buyer under this Purchase Order are                     “Government” and “Contracting Officer” do not change:
    “suspect/counterfeit parts” and certifies, to the best of its        (1) when a right, act, authorization or obligation can be
    knowledge and belief, that no such parts have been or will           granted or performed only by the Government or the
    be furnished to Buyer by Seller. “Suspect/counterfeit                prime contract Contracting Officer or duly authorized
    parts” are parts that may be of new manufacture, but are             representative (2) when title to property is to be
    misleadingly labeled to provide the impression they are of           transferred directly to the Government, and (3) in FAR
    a different class or quality or from a different source than         52.227-1, 52.227-2, 52.246-23 and DFARS 252.227-7013
    is actually the case.      "Suspect/counterfeit parts" also          and 252.227-7014.
    include refurbished parts, with or without false labeling,      C. FAR and DFARS clauses:
    that are represented as new parts or any parts that are
    designated as suspect by the U. S. Government, including                                                 FAR
    but not limited to parts listed in alerts published by the                      Clause                   Reference
    Defense Contract Management Agency under the                    Gratuities                               52.203-3
    Government-Industry Data Exchange Program (GIDEP).
                                                                    NOTE: As used in this clause, “Government” means
    If Seller becomes aware or suspects that it has furnished
                                                                    “Buyer” (except “Government” means “Buyer or Govern-
    suspect/counterfeit parts or if Buyer determines, including
                                                                    ment” in the phrase “to any officer or employee of the
    as a result of alerts from the U.S. Government, that Seller
                                                                    Government”), “hearing” means opportunity to be heard,
    has supplied suspect/counterfeit parts to Buyer and so
                                                                    and “in any competent court”, means “pursuant to the
    notifies Seller, Seller shall immediately replace the
                                                                    Disputes clause contained herein.”
    suspect/counterfeit parts with parts acceptable to Buyer
    and conforming to the requirements of the Order issued.         Restrictions on Subcontractor Sales to 52.203-6
    Notwithstanding any other provision of this Purchase            the Government
    Order, Seller shall be liable for all costs incurred by Buyer   NOTE: Applicable to any Order greater than $100,000.
    to remove and replace the suspect/counterfeit parts,
                                                                    Anti-Kickback Procedures                 52.203-7
    including without limitation all costs incurred by Buyer
    relating to the removal of such suspect/counterfeit parts,      NOTE: The substance of this clause, except subparagraph
    the reinsertion of replacement parts and any testing            (c)(1), is applicable to any Order and all lower-tier subcon-
    necessitated by the reinstallation of Seller's goods after      tracts which exceed $100,000. Seller shall immediately
    suspect/counterfeit parts have been exchanged. All such         notify Buyer of any alleged violations involving any of
    costs shall be deemed direct damages. This Seller’s             Buyer’s or Seller’s employees.
    warranty against suspect/counterfeit parts shall survive        Limitation on Payments to Influence      52.203-12
    any termination or expiration of this Purchase Order.           Certain Federal Transactions
    Seller shall cooperate with Buyer in any investigation
                                                                    NOTE: Applicable to any Order greater than $100,000.
    relating to the suspect/counterfeit parts, including the
    impound by Buyer or government agencies of the                  Security Requirements                    52.204-2
    suspect/counterfeit parts for purposes of investigation.        NOTE: Delete paragraph (c.)
    The remedies in this provision are in addition to any
                                                                    NOTE: Applicable if the Order involves access to classified
    remedies Buyer may have at law, equity or under other
                                                                    information.
    provisions of this Purchase Order. This provision applies
    in addition to any quality provision, specification, and        Material Requirements                    52.211-5
    statement of work or other provision in this Purchase           Defense Priority and Allocation          52.211-15
    Order addressing the authenticity of the part in question.      Requirements
    To the extent such provisions conflict with or are more
                                                                    Audit and Records – Negotiation          52.215-2
    limited than this provision, this provision prevails.
TERMS CT-1 (R. 01-10)
PAGE 9 OF 13
                                        FAR                                                          FAR
                Clause                  Reference                            Clause                  Reference
NOTE: Applicable to any Order greater than $100,000.         NOTE: Applicable to any FPIS Order or line item.
Price Reduction for Defective Cost or   52.215-10            Utilization of Small Business           52.219-8
Pricing Data                                                 Concerns
 NOTE: Applicable to any Order when cost or pricing data     Small Business Subcontracting Plan      52.219-9
are required.                                                NOTE: Applicable to any Order greater than $500,000.
Price Reduction for Defective Cost or   52.215-11            Notice to the Government of Labor       52.222-1
Pricing Data - Modifications                                 Disputes
NOTE: Applicable if FAR 52.215-10 is not applicable to
                                                             Contract Work Hours and Safety          52.222-4
this Order.
                                                             Standards Act – Overtime Compensa-
Subcontractor Cost or Pricing Data      52.215-12            tion
 NOTE: Applicable to any Order when cost or pricing data     NOTE: Applicable to all subcontracts at any tier
are required.
                                                             Walsh-Healey Public Contracts Act       52.222-20
Subcontractor Cost or Pricing Data -    52.215-13            NOTE: Applicable to any Order greater than $10,000.
Modifications
                                                             Prohibition of Segregated Facilities    52.222-21
NOTE: Applicable if FAR 52.215-12 is not applicable to
this Order.                                                  Equal Opportunity                       52.222-26
Integrity of Unit Prices                52.215-14            Equal Opportunity for Special           52.222-35
                                                             Disabled Veterans, Veterans of the
NOTE: Delete paragraph (b)
                                                             Vietnam Era, and Other Eligible
NOTE: Applicable to any Order greater than $100,000.         Veterans
Pension Adjustments and Asset           52.215-15            NOTE: Applicable to any Order of $25,000 or more.
Reversions
                                                             Affirmative Action for Workers With     52.222-36
NOTE: Applicable to any Order when cost or pricing data      Disabilities
are required or for which any pre-award or post-award cost
                                                             NOTE: Applicable to any Order greater than $10,000.
determinations will be subject to FAR Part 31.
Facilities Capital Cost of Money        52.215-16            Employment Reports on Special           52.222-37
                                                             Disabled Veterans, Veterans of the
NOTE: Applicable only if this Order is subject to the Cost   Vietnam Era, and Other Eligible
Principles at FAR Subpart 31.2 and the Seller proposed       Veterans
Facilities Capital Cost of Money in its offer.
                                                             NOTE: Applicable to any Order of $25,000 or more.
Waiver of Facilities Capital Cost of    52.215-17
Money                                                        Notification of Employee Rights         52.222-39
                                                             Concerning Payment of Union Dues
NOTE: Applicable only if this Order is subject to the Cost   or Fees
Principles at FAR Subpart 31.2 and the Seller did not
propose Facilities Capital Cost of Money in its offer.       Hazardous Material Identification and 52.223-3
                                                             Material Safety Data
Reversion or Adjustment of Plans for    52.215-18
Postretirement Benefits (PRB) Other                          Notice of Radioactive Materials         52.223-7
than Pensions                                                Ozone-Depleting Substances              52.223-11
NOTE: Applicable to any Order when cost or pricing data      Toxic Chemical Release Reporting        52.223-14
are required or for which any pre-award or post-award cost
                                                             Privacy Act                             52.224-2
determinations will be subject to FAR Part 31.
                                                             Buy American Act – Supplies             52.225-1
Notification of Ownership Changes       52.215-19
                                                             Duty-Free Entry                         52.225-8
NOTE: Applicable to any Order when cost or pricing data
are required or for which any pre-award or post-award cost   Restrictions on Certain Foreign         52.225-13
determinations will be subject to FAR Subpart 31.2.          Purchases
Requirements for Cost or Pricing Data 52.215-21              Utilization of Indian Organizations     52.226-1
or Information Other than Cost or                            and Indian-Owned Economic Enter-
Pricing Data – Modifications                                 prises
Incentive Price Revision – Firm         52.216-16            Authorization and Consent               52.227-1
Target                                                       NOTE: Applicable only if contained in the controlling prime
NOTE: Applicable to any FPIF Order or line item.             contract.
Incentive Price Revision – Successive   52.216-17            Notice and Assistance Regarding         52.227-2
Targets                                                      Patent and Copyright Infringement


TERMS CT-1 (R. 01-10)
PAGE 10 OF 13
                                         FAR                                                             FAR
                Clause                   Reference                              Clause                   Reference
NOTE: Applicable to subcontracts of $100,000 or more             Special Tooling                         52.245-17
except when both complete performance and delivery are           NOTE: Applicable to any Order that involves special
outside the United States, its possessions and Puerto Rico,      tooling.
unless supplies are ultimately to be shipped into one of those
                                                                 NOTE: In paragraph (j) change “180 days” to “240 days”
areas.
                                                                 and “90 days” to “150 days”.
Refund of Royalties                      52.227-9
                                                                 Special Test Equipment                  52.245-18
Filing of Patent Applications –          52.227-10
                                                                 NOTE: Applicable to any Order which involves the acqui-
Classified Subject Matter
                                                                 sition or fabrication of Special Test Equipment.
Patent Rights – Retention by the         52.227-11               NOTE: The phrase “30 days” in paragraphs (b) and (c) shall
Contractor (Short Form)                                          be changed to “45 days.”
NOTE: Applicable to Small Business firms or nonprofit            Inspection of Supplies – Fixed-Price    52.246-2
organizations.
                                                                 Inspection of Services - Fixed-Price    52.246-4
Patent Rights – Retention by the         52.227-12
Contractor (Long Form)                                           Preference for U.S. Flag Air Carriers   52.247-63
NOTE: Applicable to other than Small Business firms or           NOTE: Applicable to any Order and lower-tier subcontracts
nonprofit organizations.                                         that involve international air transportation.

Insurance – Work on a Government         52.228-5                Preference for Privately Owned          52.247-64
Installation                                                     U.S.-Flag Commercial Vessels
NOTE: Applicable on any Order that requires work on a            Value Engineering                       52.248-1
Government installation.                                         NOTE: Applicable to all Orders of $100,000 or more except
Interest                                 52.232-17               as specified in FAR 48.201(a).
                                                                 NOTE: Substitute “Buyer” for “Contracting Officer” and
Industrial Resources Developed Under 52.234-1
                                                                 “Government” throughout, except where used in the term
Defense Production Act Title III
                                                                 “Government costs” and in paragraph (m) where “Govern-
Accident Prevention                      52.236-13               ment” shall mean “Government and/or Buyer”.
Protection of Government Buildings,      52.237-2
Equipment, and Vegetation                                                                                DFARS
Bankruptcy                               52.242-13                              Clause                   Reference
Stop-Work Order                          52.242-15               Prohibition on Persons Convicted of     252.203-7001
                                                                 Fraud or Other Defense Contract
NOTE: The 90 day period in the first and fourth sentences
                                                                 Related Felonies
of paragraph (a) is changed to 120 days.
                                                                 NOTE: Applicable to any Order of $100,000 or more.
Competition In Subcontracting            52.244-5
                                                                 Intent to Furnish Precious Metals as    252.208-7000
Subcontracts for Commercial Items        52.244-6
                                                                 Government-Furnished Material
Government Property (Fixed-Price         52.245-2
                                                                 NOTE: Applicable to any Order and all lower-tier subcon-
Contracts)
                                                                 tracts unless it is known that the item being purchased
NOTE: Applicable to any Order if Government property is          contains no precious metals.
furnished to Seller.
                                                                 Subcontracting with Firms That Are      252.209-7004
NOTE: In the phrases "Government Property", "Govern-             Owned or Controlled by the Govern-
ment-furnished property", and in references to title to          ment of a Terrorist Country.
property, "Government" shall not mean "Buyer". The
second time "Government" appears in paragraph (b)(ii)            Acquisition Streamlining                252.211-7000
"Government" stays "Government". The following is added          NOTE: Applicable to any Order of $1,000,000 or more.
as paragraph (m): “Contractor shall provide Buyer immedi-        Pricing Adjustments                     252.215-7000
ate notice of any disapproval, withdrawal of approval, or
non-acceptance by the Government of its property control         NOTE: Applicable when it is contemplated that Cost or
system.”                                                         Pricing Data will be required.
                                                                 Small, Small Disadvantaged and          252.219-7003
                                                                 Women-Owned Small Business
                                                                 Subcontracting Plan (DoD Contracts)
                                                                 NOTE: Applicable to any Order anticipated being valued at
                                                                 $500,000 or more.
                                                                 Hazard Warning Labels                   252.223-7001



TERMS CT-1 (R. 01-10)
PAGE 11 OF 13
                                         DFARS                                                         DFARS
                Clause                   Reference                            Clause                   Reference
NOTE: Applicable to any Order which requires delivery of       Contractor Personnel Supporting a       252.225-7040
hazardous materials.                                           Force Deployed Outside the United
Safety Precautions for Ammunition        252.223-7002          States
and Explosives                                                 Antiterrorism/Force Protection for      252.225-7043
NOTE: Applicable to any Order involving articles furnished     Defense Contractors Outside the
containing ammunition or explosives.                           United States

Change in Place of Performance -                               Utilization of Indian Organizations,    252.226-7001
Ammunition and Explosives               252.223-7003           Indian-Owned Economic Enterprises,
                                                               and Native Hawaiian Small Business
NOTE: Applicable if DFARS 252.223-7002 applies to the
                                                               Concerns
Order.
                                                               Rights in Technical Data – Noncom-      252.227-7013
Safeguarding Sensitive Conventional     252.223-7007
                                                               mercial Items
Arms, Ammunition, and Explosives
                                                               Rights in Noncommercial Computer        252.227-7014
NOTE: Applicable to any Order and all lower-tier subcon-
                                                               Software and Noncommercial
tracts involving arms, ammunition and explosives.
                                                               Computer Software Documentation
Buy American Act and Balance of         252.225-7001
                                                               Technical Data—Commercial Items         252.227-7015
Payments Program
                                                               Rights in Bid or Proposal Information   252.227-7016
Qualifying Country Sources As           252.225-7002
Subcontractors                                                 Validation of Asserted Restriction –    252.227-7019
                                                               Computer Software
Quarterly Reporting of Actual           252.225-7006
Contract Performance Outside the                               Limitations on the Use or Disclosure 252.227-7025
United States                                                  of Government-Furnished Information
                                                               Marked with Restrictive Legends
NOTE: Applicable to any Order
greater than $550,000.                                         Deferred Delivery of Technical Data     252.227-7026
                                                               or Computer Software
Preference for Certain Domestic         252.225-7012
Commodities                                                    Deferred Ordering of Technical Data     252.227-7027
NOTE: Applicable to any Order greater than $100,000.           or Computer Software

Duty – Free Entry                       252.225-7013           Technical Data – Withholding of         252.227-7030
                                                               Payment
Preference for Domestic Specialty       252.225-7014
Metals                                                         Validation of Restrictive Markings on   252.227-7037
                                                               Technical Data
Alternate I
                                                               Patents – Reporting of Subject          252.227-7039
Restriction on Acquisition of Hand or 252.225-7015             Inventions
Measuring Tools
                                                               Accident Reporting and Investigation    252.228-7005
NOTE: Applicable to any Order greater than $100,000.           Involving Aircraft, Missiles, and
Restriction on Acquisition of Ball and 252.225-7016            Space Launch Vehicles
Roller Bearings
                                                               Supplemental Cost Principles            252.231-7000
NOTE: Applicable to any Order and all lower-tier subcon-
                                                               Frequency Authorization and             252.235-7003
tracts if Product supplied contains ball or roller bearings.
                                                               Alternate I
Trade Agreements                         252.225-7021
                                                               Protection Against Compromising         252.239-7000
Restriction on Acquisition of Poly-      252.225-7022          Emanations
acrylonitrile (PAN) Carbon Fiber
                                                               Telecommunication Security              252.239-7016
Restriction on Acquisition of Forgings 252.225-7025            Equipment, Devices, Techniques and
Exclusionary Policies and Practices of 252.225-7028            Services
Foreign Governments                                            Pricing of Contract Modifications       252.243-7001
Restriction on Acquisition of Carbon,    252.225-7030          Subcontracts for Commercial Items       252.244-7000
Alloy, and Carbon Steel Plate                                  and Commercial Components (DoD
Waiver of United Kingdom Levies          252.225-7033          Contracts)

Buy American Act – Free Trade            252.225-7036          Reports of Government Property          252.245-7001
Agreements – Balance of Payments                               NOTE: Applicable if Government Property is provided or
Program                                                        acquired under this Order. Seller shall submit its required
                                                               reports to Buyer. In paragraph (a)(3), change October 31 to
                                                               October 10.

TERMS CT-1 (R. 01-10)
PAGE 12 OF 13
                                          DFARS
                Clause                    Reference
Warranty of Data                          252.246-7001
Notification of Potential Safety Issues   252.246-7003
Transportation of Supplies by Sea         252.247-7023
NOTE: Applicable in any Order and all lower-tier subcon-
tracts for ocean transportation of supplies. Paragraphs (f)
and (g) shall not apply if this Order or any lower-tier
subcontract is at or below $100,000.
NOTE: Paragraph (c), first sentence has been modified as
to read “The Seller and its subcontractors may request that
the Buyer obtain Government authorization for ship-
ment…” “45” is changed to “60” days in paragraph (d) and
“30” to “20” in paragraph (e). In paragraph (e), delete “and
the division of National Cargo, Office of Market Develop-
ment, Maritime Administration, U.S. Department of
Transportation, Washington, DC 20590.” In paragraph (g)
“for the purposes of the Prompt Payment clause of this
contract” is deleted.
Notification of Transportation of         252.247-7024
Supplies by Sea
Notification of Anticipated Contract      252.249-7002
Termination or Reduction
NOTE: Applicable to all Orders of $500,000 or more when
Seller is first-tier subcontractor or $100,000 or more when
Seller is lower-tier subcontractor.




TERMS CT-1 (R. 01-10)
PAGE 13 OF 13

				
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