Standard Clauses by O3flP9

VIEWS: 12 PAGES: 19

									INFORMATION SYSTEMS
Standard Clauses – Fixed Price / T&M / LH Purchase Order
  for Non-Commercial, Supplies and Services
Form ISF P2625 (04-12) Page 1 of 19


BUYER HEREBY BUYS AND SELLER HEREBY SELLS THOSE GOODS AND SERVICES SET   17. Conflict of Interest          35. Termination for Default
FORTH ON THE FACE HEREOF SUBJECT TO THE TERMS AND CONDITIONS SET FORTH   18. Service Rates and             36. Validity of Individual
 THEREON, TOGETHER WITH THE ADDITIONAL TERMS AND CONDITIONS SET FORTH        Invoicing                         Provision
     BELOW. TERMS “PURCHASE ORDER” AND “SUBCONTRACT” ARE SYNONYMOUS      19. Insurance                     37. Subcontracting
        HEREIN; EXCEPT WHERE A PURPOSEFUL DISTINCTION IS MADE CLEAR.     20. Taxes                         38. Superseding or
         SECTION A - INSTRUCTIONS TO SELLER                              21. Limitation of Payments            Supplementary
                                                                         22. Remedies                          Specifications
A. PURCHASE ORDER NUMBER: Seller shall include
                                                                         23. Assignment                    39. Set-Off
Buyer's purchase order number, including any change,
modification, or revision designation or controlling blanket             24. Notice of Labor Disputes      40. Data-Withholding of
                                                                         25. Governing Law                     Payments
agreement number, on all invoices (or vouchers), packing
lists, bills of lading, packages, containers, and correspon-             26. Excusable Delay-Force         41. Disputes
dence processed under this purchase order.                                   Majeure                       42. Price Reduction for
                                                                         27. Termination for                   Defective Cost or Pricing
B. PACKING LIST: A packing list shall accompany each                                                           Data/Non-Compliance with
shipment of goods and, if such shipment completes the                        Convenience
                                                                         28. Patent and Data Rights            CAS
purchase order, shall show thereon: "This shipment                                                         43. U.S. Persons Status
completes this order."                                                   29. Clause Modification
                                                                             Required by Buyer’s           44. Certified Screening for
C. PACKAGING AND INSURANCE: No extra charge for                                                                Alcohol and or Drug
                                                                             Customer
packaging or insurance shall be allowed unless specifically                                                    Abuse
                                                                         30. Changes
noted herein. Goods shall (i) be packaged to ensure safe                                                   45. Compliance with Laws
                                                                         31. Stop Work Order
arrival at destination, (ii) be described to conform to                                                    46. Suspect/Counterfeit Parts
carrier's classification rules so as to obtain lowest                    32. Entire Agreement              47. Warranty Of Authenticity
transportation cost, and (iii) not be insured nor show                   33. Limitation of Buyer’s
declared value for shipment beyond FOB point.                                Liability/Statute of
                                                                             Limitations
D. INVOICES (OR VOUCHERS): Invoices must be                              34. Requirements for Cost or
submitted in accordance with instruction provided within                     Pricing Data or Information
the Purchases Order, and reference the full ten digit                        Other than Cost or Pricing
purchase order no. If the remittance information on your                     Data
invoice does not match the information previously provided
and maintained within your official supplier record, your
payment may be delayed. If you are uncertain of the                      CLAUSE NO. 1 - SELLER ACCEPTANCE: If this
information we currently have on record for your company,                purchase order has been issued by Buyer in response to
you should contact the buyer or procurement office as                    Seller’s quotation, this purchase order is to be accepted in
soon as possible.                                                        writing by Seller. If, however, for any reason Seller should
                                                                         fail to accept in writing, any conduct by Seller, which
E. DISCOUNTS: If a prompt payment discount is                            recognizes the existence of a contract pertaining to the
negotiated, its terms will be specifically identified in the             subject matter hereof, shall constitute acceptance by
individual purchase order.                                               Seller of this purchase order and all of its terms. Any terms
SECTION B - STANDARD CLAUSES - CLAUSE INDEX:                             proposed in Seller’s acceptance of Buyer’s offer that add
                                                                         to, vary from, or conflict with the terms of this purchase
1.    Seller Acceptance                   10. Tooling and Other
                                              Articles
                                                                         order are hereby objected to. Any such proposed terms
2.    Delivery
                                                                         shall be void and the terms herein shall constitute the
3.    Inspection and Test                 11. Export Related
                                              Requirements
                                                                         complete and exclusive statement of the terms of the
4.    Non-Conforming Goods                                               contract between the parties and may hereafter be
5.    Warranties                          12. Indemnification
                                                                         modified only by written instrument executed by Buyer.
6.    Drawings and Specification          13. Government and Buyer
                                              Property Furnished to      If this purchase order has been issued by Buyer in
      Review
                                              Seller                     response to an offer, and if any of the terms of this
7.    Proprietary Information
                                          14. Relationship of the        purchase order are additional to or different from any
8.    Use of Information
                                              Parties                    terms of such offer, then the issuance of this purchase
9.    Disclosure of Information                                          order by Buyer shall constitute an acceptance of such offer
                                          15. Seller’s Employees
                                          16. Badges and Plant           subject to the express conditions that Seller assent to such
                                              Security                   additional and different terms herein and acknowledge that
                                                                         this purchase order constitutes the entire agreement
                                                                         between Buyer and Seller with respect to the subject
                                                                         matter hereof and the subject matter of such offer, and
                                                                         Seller shall be deemed to have so assented and
                                                                         acknowledged unless Seller notifies Buyer to the contrary
                                                                         in writing within 10 calendar days of receipt this purchase
                                                                         order.
                                                                         CLAUSE NO. 2 - DELIVERY: Time is of the essence in
                                                                         the performance of this purchase order by Seller. Delivery
                                                                         is to be made both in quantities and at times specified
INFORMATION SYSTEMS
Standard Clauses – Fixed Price / T&M / LH Purchase Order
  for Non-Commercial, Supplies and Services
Form ISF P2625 (04-12) Page 2 of 19


herein. If Seller's delivery shall fail to meet schedule,          applicable transportation cost shall be charged to Seller's
Buyer, without limiting its other rights or remedies, may          account. Upon non-acceptance, repudiation or rejection of
direct expedited routing, and any excess cost incurred             any goods, Buyer shall not be liable for any profit Seller
thereby shall be debited to Seller's account. Buyer shall          would have made, nor for incidental damages. For non-
not be liable for Seller's commitments or production               conformances discovered prior to shipment or delivery,
arrangements in excess of the amount, or in advance of the         Seller shall contact Buyer as soon as the non-
time, necessary to meet Buyer's delivery schedule. Goods           conformance is known, to determine if a Supplier
delivered in advance of schedule may, at Buyer's option, (i)       Information Request (SIR) should be completed to
be returned at Seller's expense for proper delivery, (ii) have     facilitate the disposition of identified non-conformances.
payment therefore withheld by Buyer until the date that            Unless otherwise expressly granted in writing by Buyer, no
goods are actually scheduled for delivery, or (iii) be placed      relief in the established delivery schedule shall accrue by
in storage for Seller's account until delivery date specified      virtue of Seller having notified Buyer of the non-
herein.                                                            conformance.
CLAUSE NO. 3 - INSPECTION AND TEST: All goods                      CLAUSE NO. 5 - WARRANTIES:                   Seller expressly
ordered hereunder shall be subject to inspection and test          warrants that all items delivered hereunder shall be free
by Buyer to the extent practicable at all times and places,        from defects and of good materials and workmanship and
including the period of manufacture if the goods are to be         shall conform to applicable specifications, drawings,
specifically manufactured for Buyer in accordance with             samples, and performance specifications whether set forth
drawings, designs, or specifications furnished by Buyer,           in this purchase order or in Seller's sales literature. In the
and in any event prior to acceptance. Such goods shall be          event of a conflict between the terms of this purchase
subject to final inspection and to acceptance by Buyer             order and such sales literature, the terms of this purchase
after delivery to Buyer. If the goods are to specifically          order shall prevail.
manufactured for Buyer in accordance with drawings,                Said warranties shall not be deemed to limit any
designs, or specifications furnished by Buyer: (1) Seller          warranties of additional scope given to Buyer by Seller, nor
shall provide and maintain an inspection and quality               to limit Buyer's rights or Seller's obligations under any
control system acceptable to Buyer and provide access to           other provision of this purchase order, at law or in equity.
Seller's facilities including all subcontractors facilities used   No warranties are waived by Buyer by reason of supplying
in performance of this order at all reasonable times for           plans, specifications, or data or inspecting or accepting the
inspection by Buyer's agents or employees, and shall               goods. When Buyer furnishes specifications to Seller,
provide all tools, facilities, and assistance reasonably           Seller shall immediately notify Buyer of any infringement
necessary for inspection relating to the performance of this       claim and Buyer may defend or negotiate the disposition of
purchase order; and (2) Seller shall maintain adequate and         any such claim. Items repaired or replaced pursuant to this
authenticated inspection and test documents which relate           clause by Seller shall, unless otherwise provided herein,
to work performed under this purchase order for a period           be subjected by the Seller to the same qualification or
of three years after completion of this purchase order or as       acceptance test as applicable to the item(s) at the time of
otherwise specified in this purchase order, and shall make         the original delivery to Buyer. The foregoing warranties
such records available to Buyer upon request; (3) Seller           shall survive inspection and acceptance of and payment
shall supply Buyer with inspection and test reports,               for the items delivered hereunder and shall run to Buyer,
affidavits, certifications, or any other documents as may          its successors, assigns, and customers.
reasonably be requested by Buyer. Such inspection and              CLAUSE NO. 6 - DRAWINGS AND SPECIFICATION
test may be performed by U.S. Government                           REVIEW: If, during the term of this purchase order, Buyer
representatives on behalf of Buyer; (4) Supplier shall notify      representatives review drawings, specifications, or other
Buyer in writing of any changes in product and/or process          data developed by Seller in connection with this purchase
definition and obtain Buyers written approval prior to             order and make suggestions or comments or approve
proceeding; and (5) Seller shall include the substance of          such documents and data, such action is only an
this clause in all applicable purchase orders or                   expression of opinion by Buyer and shall not serve to
subcontracts issued in the performance of this order.              relieve Seller of any responsibility for the reliability, quality,
CLAUSE NO. 4 - NON CONFORMING GOODS                                rate of output, cost, delivery, performance, or any other
If the goods ordered herein fail to meet the specifications        requirements of this purchase order.
or otherwise do not conform to the requirements of this            CLAUSE NO. 7 - PROPRIETARY INFORMATION: If a
purchase order, Buyer shall have the right to reject such          separate Proprietary Information Agreement exists
goods. Goods that have been delivered and rejected may             between the Parties, which relates to the subject matter of
be returned to Seller for replacement, correction,                 this Order, then Proprietary Information furnished by one
reimbursement, or credit as Buyer may direct. If, after            Party to the other Party shall be protected pursuant to only
notice, Seller fails to promptly replace or correct such           the protection of Proprietary Information terms contained in
rejected items, same may be replaced or corrected                  such Proprietary Information Agreement. If no separate
(without thereby exercising wrongful ownership) by Buyer           Proprietary Information Agreement exists between the
at the expense of Seller. Any goods rejected by Buyer              Parties, Seller agrees to keep confidential and not to
shall be at Seller's risk and expense, and such goods shall        disclose to any other person any Proprietary Information
not thereafter be tendered for acceptance unless the               received from Buyer in connection with this Order. Seller
former rejection or requirement for correction is disclosed.       further agrees to use Proprietary Information only for
Packaging and handling expense incidental thereto and              purposes necessary for performing this Order, without first
INFORMATION SYSTEMS
Standard Clauses – Fixed Price / T&M / LH Purchase Order
  for Non-Commercial, Supplies and Services
Form ISF P2625 (04-12) Page 3 of 19


obtaining Buyer’s written authorization. Seller may disclose      Any unpatented knowledge or information concerning
Proprietary Information to its subcontractors as required         Seller’s products, methods, or manufacturing processes
for the performance of this Order, provided that each such        which Seller may disclose to Buyer incident to the
subcontractor first assumes by written agreement the              manufacture of goods covered by this purchase order
same obligations imposed on Seller under this Order relat-        shall, unless otherwise specifically agreed in writing, be
ing to such Proprietary Information. All documents and            deemed to have been disclosed as part of the
other tangible media (excluding Products) containing or           consideration for this purchase order, and Seller agrees
conveying Proprietary Information and transferred in              not to assert any claim against Buyer by reason of Buyer’s
connection with this Order, together with any copies              use or alleged use thereof and, if this purchase order
thereof, are and remain the property of Buyer. Seller shall       involves research or development work, Seller agrees to
keep confidential and return, upon request, all documents         grant to Buyer an irrevocable, exclusive, royalty-free
furnished by Buyer, and shall not divulge or use such             license to make, have made, use, and sell any inventions
information, drawings, specifications, or data for the            resulting from that work under this purchase order.
benefit of any other party. Seller shall not make copies or       CLAUSE NO. 9 - DISCLOSURE OF INFORMATION:
permit copies to be made without the prior written consent        Seller shall not in any manner advertise or publish the fact
of Buyer. Neither the existence of this Order nor the disclo-     that it has furnished, or contracted to furnish, Buyer the
sure hereunder of Proprietary Information or any other            goods or services herein described without prior written
information shall be construed as granting expressly by           consent of Buyer. Seller shall not disclose any details in
implication, by estoppel or otherwise, a license under any        connection with this purchase order to any party except as
invention or patent now or hereafter owned or controlled          may be otherwise authorized by the Buyer in writing.
by Buyer or Buyer’s customer, except as specifically set          CLAUSE NO. 10 - TOOLING AND OTHER ARTICLES:
forth herein. Seller’s obligations with respect to Proprietary    Unless otherwise specified in this purchase order, all tool-
Information disclosed hereunder prior to the performance          ing and all other articles required for the performance
in full, termination or cancellation of this Order shall not,     hereof shall be furnished by Seller and shall be properly
except as expressly set forth herein, be affected by such         maintained and replaced when necessary at Seller's
performance in full, termination, or cancellation. Unless         expense.
otherwise provided herein, or authorized by Buyer in
                                                                  If Buyer agrees to pay Seller for such tooling and other
writing, Seller shall use Proprietary Information and/or data
only in the performance of this Order subject to the              articles, either separately or as a stated part of the unit
                                                                  price of goods purchased herein, title to same shall pass to
Government’s rights under the Government Property
                                                                  Buyer upon (i) commencement of processing for use in
clause. The obligations of this clause shall survive the
completion, cancellation, or termination of this purchase         performance of this purchase order, or (ii) Buyer payment
                                                                  therefore, whichever occurs first.
order. Seller’s data, excluding data marked with an
appropriate legend and protected in accordance with a             Any such tooling and other articles which are Buyer’s
separate Proprietary Information Agreement, which Seller          property shall be used only in the performance of this
discloses to Buyer while performing this Order, that Seller       purchase order unless otherwise provided in writing by
has not marked with a limited rights, restricted rights or        Buyer. Seller agrees to follow normal industrial practice in
government purpose rights legend in accordance with the           the preparation and maintenance of pertinent property
applicable rights in technical data and computer software         control records, and shall make such records available for
clauses/provisions called out herein shall not be                 inspection by Buyer at all reasonable times. After com-
considered proprietary to Seller or in any way restrict           pletion or termination of this purchase order Seller shall
Buyer’s use of such Data.                                         furnish a list of such Buyer’s property in the form
CLAUSE NO. 8 - USE OF INFORMATION: Seller agrees                  requested by Buyer and shall make such available for
                                                                  disposition by Buyer. Buyer may, at its sole discretion and
(i) that all information heretofore or hereafter furnished or
                                                                  by written notice, divest itself of title in favor of Seller.
disclosed to Buyer by Seller, in connection with the placing
or filling of this purchase order, is furnished or disclosed as   CLAUSE NO. 11 - EXPORT RELATED REQUIREMENTS:
a part of the consideration for this purchase order; (ii) that    a. Export Compliance. Subcontractor is advised that its
such information is not, unless otherwise agreed to by                 performance of this Subcontract may involve the use of
Buyer in writing, to be treated as confidential or                     or access to articles, technical data or software that is
proprietary; and (iii) that Seller shall assert no claims              subject to export controls under 22 United States Code
(other than for patent infringement) by reason of the use or           2751 – 2796 (Arms Export Control Act) and 22 Code of
disclosure of such information by Buyer, its assigns, or its           Federal Regulations 120-130 (International Traffic in
customers. No employee of Buyer has the authority to                   Arms Regulations) or 50 United States Code 2401 –
make an agreement providing for the confidential                       2420 (Export Administration Act) and 15 Code of Federal
treatment of, or limiting the use or disclosure of,                    Regulations 768 – 799 (Export Administration Regula-
information so furnished or disclosed, unless such                     tions) and their successor and supplemental laws and
agreement is made in writing and signed by Buyer's                     regulations (collectively hereinafter referred to as the
cognizant general manager. However, in the event that                  “Export Laws and Regulations”). Subcontractor
this clause should conflict with the provisions of any patent          represents and warrants that it is either 1) a U.S. Person
rights or data rights clause of this purchase order, the               as that term is defined in the Export Laws and
latter shall prevail.                                                  Regulations, or 2) that it has disclosed to Buyer’s
                                                                       Representative in writing the country in which it is
INFORMATION SYSTEMS
Standard Clauses – Fixed Price / T&M / LH Purchase Order
  for Non-Commercial, Supplies and Services
Form ISF P2625 (04-12) Page 4 of 19


     incorporated or otherwise organized to do business, or         CLAUSE NO. 13 - GOVERNMENT AND BUYER
     if a natural person, all citizenships and US immigration       PROPERTY FURNISHED TO SELLER
     status. Subcontractor shall comply with any and all               A (1) The Buyer or Government shall retain title to all
     Export Laws and Regulations, and any license(s)                     Buyer or Government furnished property, as
     issued thereunder.                                                  applicable. (2) Title to all property purchased by
b. Foreign Personnel. Subcontractor shall not give any                   Seller for which Seller is entitled to be reimbursed
     Foreign Person access to Technical Data or software                 as a direct item of cost under this Purchase Order
     as those terms are defined in the applicable Export                 shall pass to and vest in the Government/Buyer
     Laws and Regulations without the prior written consent              upon the vendor's delivery of such property. (3)
     of Buyer. Any request for such consent must state the               Title to all other property, the cost of which is
     intended recipient’s citizenship(s), and status under               reimbursable to Seller, shall pass to and vest in
     8 U.S.C. 1101 and 8 U.S.C. 1324 (the “Immigration                   the Government/Buyer upon
     and Naturalization Act”), and such other information as                  (i) Issuance of the property for use in
     Buyer may reasonably request. No consent granted by                            Purchase Order performance;
     Northrop Grumman Systems Corporation in response                         (ii) Commencement of processing of the
     to Subcontractor’s request under this paragraph b shall                        property or use in Purchase Order
     relieve Subcontractor of its obligations to comply with the                    performance; or
     provisions of paragraph a or the Export Laws and                         (iii) Reimbursement of the cost of the property
     Regulations, nor shall any such consent constitute a                           by Buyer, whichever occurs first.
     waiver of the requirements of paragraph a, nor constitute           (4) All Government furnished property, all property
     consent for Subcontractor to violate any provision of the           acquired by Seller, title to which vests in the
     Export Laws and Regulations.                                        Government under this paragraph (collectively
c. Indemnification. Subcontractor shall indemnify and save               referred to as "Government property"), and all
     harmless Northrop Grumman Systems Corporation                       Buyer furnished property is subject to the provision
     from and against any and all damages, liabilities,                  of this clause. Title to Buyer furnished property or
     penalties, fines, costs, and expenses, including attorneys’         Government property shall not be affected by its
     fees, arising out of claims, suit, allegations or charges of        incorporation into or attachment to any property
     Subcontractor’s failure to comply with the provisions of            not owned by Buyer or the Government, nor shall
     this Clause No. 11 and breach of the warranty set forth in          Government or Buyer furnished property become
     paragraph a. Any failure of Subcontractor to comply with            a fixture or lose its identity as personal property by
     the requirements or any breach of the warranty contained            being attached to any real property.
     in this Clause No. 11 shall be a material breach of this          B If, in connection with the performance of this
     Subcontract.                                                        purchase order, any property is furnished to Seller
d. If Seller is a U.S. entity and is engaged in the business             by Buyer or by the Government, Seller shall
     of either exporting or manufacturing (whether                       assume the risk of, and be responsible for, any
     exporting or not) defense articles or furnishing defense            loss, theft, destruction of or damage to the
     services, Seller represents that it is registered with the          property while in Seller's possession or control
     Office of Defense Trade Controls, as required by the                except to the extent that this purchase order
     ITAR and it maintains an effective export and import                provides for the relief of Seller from such liability.
     compliance program in accordance with the ITAR.                     In the absence of such approval, Seller shall
e. Subcontracts. The substance of this Clause No. 11                     return all such property in as good a condition as
     shall be incorporated into any subcontract entered into             when received except for reasonable wear and
     by the Subcontractor for the performance of any part                tear for the utilization of such property in
     of the work under this Subcontract.                                 accordance with the provisions of the prime
                                                                         contract. As indicated, Seller shall establish and
CLAUSE NO. 12 - INDEMNIFICATION: To the extent that
                                                                         maintain a system in accordance with the property
Seller's agents, employees, or subcontractors enter upon
                                                                         provisions listed below. Seller shall also notify
premises occupied by or under the control of Buyer, or any               Buyer if its property system deemed inadequate or
of its customers, or suppliers, in the course of the
                                                                         the Risk of Loss provision has been withdrawn by
performance of this purchase order, Seller shall take all
                                                                         the Government.
necessary precautions to prevent the occurrence of any                 C The Buyer and/or a Buyer representative from the
injury (including causing death) of any persons, or of any
                                                                         Property organization may request information
damage to any property, arising out of acts or omissions of
                                                                         periodically to satisfy inventory and/or financial
such agents, employees, or subcontractors; and, except to                requirements of the Customer. Buyer and/or the
the extent that any such injury or damage is due directly and
                                                                         Northrop Grumman Corporation (NGC) Property
solely to Buyer's negligence, Seller shall indemnify, defend,
                                                                         organization will request Seller to appoint an
and hold Buyer, its officers, employees, and agents, harmless            individual as Point of Contact to enable
from any and all costs, losses, expense, damages, claims,
                                                                         communication regarding Property, as required.
suit, or any liability whatsoever, including attorney's fees,
                                                                         NGC Property oversight will be dependent upon:
arising out of any act or omission of Seller, its agents,                Adequacy of Seller’s documented property
employees, or subcontractors. See Clause No. 19 below with
                                                                         procedures, Seller/Buyer history, Seller’s Property
respect to certain insurance requirements.
                                                                         Management System reviews and Seller’s ability
INFORMATION SYSTEMS
Standard Clauses – Fixed Price / T&M / LH Purchase Order
  for Non-Commercial, Supplies and Services
Form ISF P2625 (04-12) Page 5 of 19


         to provide NGC timely and accurate inventory and          competent to perform such Services. Buyer may require
         property reports.                                         Seller to remove from its or customer’s premises any
    D Unless specifically provided in this Purchase                employee, agent, or representative of Seller, or any of its
         Order, Seller warrants that the estimated cost set        subcontractors, Buyer deems incompetent, careless or
         forth in this Purchase Order does not include as a        negligent.
         direct charge the cost of any special tooling,            CLAUSE NO. 16 - BADGES AND PLANT SECURITY: If
         special test equipment, or equipment as are               this Order requires Seller’s personnel to enter Buyer’s or
         defined in FAR Part 2 and/or 52.245-1. Any such           Buyer’s customer’s premises, Seller agrees to abide by
         special tooling, special test equipment or                and comply with, and require its Employees to abide by
         equipment to be acquired/fabricated in the                and comply with, such rules and regulations pertaining to
         performance of or charged to this order, will be          plant security as may be prescribed by Buyer and/or the
         brought to the Buyer’s immediate attention and as         Buyer’s Customer.
         required, will be covered by a separate purchase          CLAUSE NO. 17 - CONFLICT OF INTEREST:
         order.                                               1.   It is understood and agreed that the Seller, under the
    E The Seller shall have a process to create and                terms of this Purchase Order, or through the performance
         provide reports of Property: (1) Discrepancies            of the Statement of Work made a part of this Purchase
         incident to shipment and the receipt; (2) Loss,           Order, is neither obligated nor expected to deliver or
         Damage or Destruction (LDD); (3) Periodic                 provide material or perform work, which will place the
         Physical      Inventory    Reports    and    related      Seller in an Organizational Conflict of Interest, which could
         discrepancies to be submitted in accordance with          serve as a basis for excluding the Seller from supplying
         FAR 52.245-1 (f)(iv) as required; (4) Government          products or services to the U.S. Government customer.
         written notification of System Adequacy (Summary          Further, during the course of this Purchase Order, NGSC’s
         of Findings) or Inadequate System Rating and              cognizant Buyer will not knowingly unilaterally direct the
         Corrective Actions, if applicable; (5) As property        Seller to perform work, in contravention of the above
         becomes excess a list of property and/or material         understanding. It will be the Seller's responsibility to
         will be provided to NGC (NGC will provide                 identify any situation in which the potential for an
         template when required); and (6) Any specific             Organizational Conflict of Interest exists. However, prior to
         reports as required by the Buyer’s Property               the execution of any task order or amendment thereto, if
         Management organization. (7) If an LDD is                 the cognizant Buyer discerns the potential for an
         required for Government or Buyer furnished                Organizational Conflict of Interest insofar as the work to be
         property, the Buyer shall be notified in writing          performed thereunder is understood to involve the
         within a reasonable period of time with a                 preparation of a complete specification of materials leading
         preliminary report and/or as soon as the facts            directly, predictably and without delay to a Statement of
         become known a formal LDD report will be                  Work which will be used in the competitive procurement of
         submitted to the Buyer in accordance with FAR             a system, Seller will be notified and the parties will
         52.245-1 (1)(vi)(B).                                      mutually take action to resolve any potential organizational
    F The Buyer and/or a Buyer’s representative from               conflict of interest.
         the Property organization shall have the right, at        CLAUSE NO. 18 - SERVICE RATES AND INVOICING:
         all reasonable times, to visit the Seller’s plant or      The rates for straight time and overtime work, which Seller
         such parts thereof as may be engaged in work              will bill Buyer, for Services furnished under this Order,
         relating to this purchase order, for the purpose of       shall be those set forth in this Order. Buyer shall make no
         verification     and/or    determining    continued       payment for work performed during holiday, or other
         adequacy of the Seller’s Property Management              overtime periods, unless such work is expressly authorized
         System. Seller shall receive prior notice of any          by Buyer. Seller represents that the rates set forth in this
         visit made pursuant to this clause.                       Order include all profit, wages, salaries, overhead, taxes,
CLAUSE NO. 14 - RELATIONSHIP OF THE PARTIES:                       and other costs and expenses. Travel where expressly
The relationship of Seller to Buyer shall be that of an            authorized in the Purchase Order, shall be reimbursed in
independent contractor and nothing herein contained shall          accordance with the Federal Travel Regulations (FTR) and
be construed as creating any employer/employee, agency,            FAR 31.205.46. Unless otherwise specified, Seller shall
or other relationship of any kind. Seller’s employees,             submit an invoice in duplicate to Buyer's procurement
agents or representatives (hereinafter “Employees”)                representative at the location identified on the face of this
performing Services under this Order shall at all times be         Order and shall include:         Purchase Order number,
under Seller’s direction and control. Seller shall pay all         Purchase Order type, item number, part number (if
wages, salaries, and other amounts due its Employees in            applicable), and a brief description of the Service or
connection with this Order and shall be responsible for all        Product. Seller shall also provide such evidence as Buyer
reports and obligations for its Employees, including, but          may reasonably require in support of the invoice. No
not limited to, social security and income tax withholdings,       invoice shall be issued prior to completion of Services or
unemployment compensation, worker’s compensation, and              shipment of Products. Payment due dates, including
equal employment opportunity reporting.                            discount periods, will be calculated from the date of accep-
CLAUSE NO. 15 - SELLER’S EMPLOYEES: All                            tance of Service or Product, or receipt of correct invoice,
personnel assigned by Seller to perform the Services to be         whichever is later. Payment of invoice shall not constitute
furnished hereunder shall be capable, skilled, qualified and       approval or acceptance of Services or Products rendered.
INFORMATION SYSTEMS
Standard Clauses – Fixed Price / T&M / LH Purchase Order
  for Non-Commercial, Supplies and Services
Form ISF P2625 (04-12) Page 6 of 19


At any time prior to final payment under this Order, Buyer            regarding payments under protest, and regarding any
may have invoices audited as to validity. Payment of                  refunds, claims, litigation, or proceedings with respect to
Seller's invoices shall be subject to adjustment for any              any such taxes and shall make appropriate adjustments to
amounts found upon audit or otherwise to have been                    afford Buyer the benefit of any refund or reduction in such
improperly invoiced.                                                  taxes.
CLAUSE NO. 19 - INSURANCE: Clause is applicable only                  CLAUSE NO 21 - LIMITATION OF PAYMENTS
if, and then only to the extent, work under this purchase             (Applicable to Time and Materials Orders Only):
order is to be performed by Seller on property under                  Seller shall not exceed the total funded ceiling amount of
ownership, possession, or control of Buyer or Buyer’s                 this order unless increased in writing by buyer. Seller shall
customer. Seller shall maintain the following insurances:             not supply services for any period beyond that authorized
(1) Worker’s or Workmen’s Compensation Insurance within               by buyer in writing. All worked performed beyond the
statutory limits and in accordance with the law of the relevant       stated expiration date of the order will be at the suppliers
state, including All State and Voluntary Compensation                 "own risk". No legal liability on the part of Northrop
endorsement; (2) Employer’s Liability Insurance with a limit of       Grumman may arise until the supplier receives written
$1,000,000; (3) Comprehensive General Liability Insurance,            notice from the buyer that the period of performance has
including (i) Operations and Premises Liability (with elevator        been extended and funding is available. Buyer shall not be
liability), (ii) Contractor’s Protective Liability, (iii) Completed   obligated to pay seller for any amount of work not
Operations and Product Liability (maintained in effect for a          performed by personnel in the labor categories set forth
period of five years after the date of final payment), (iv)           within the purchase order.
Personal Injury Liability, (v) Contractual Liability, and (vi)
                                                                      CLAUSE NO. 22 - REMEDIES: Each of the rights and
Broad Form Property Damage Liability (including for
                                                                      remedies reserved by Buyer in this purchase order shall
completed operations), on an occurrence basis in an amount            be cumulative and additional to any other or further
of a combined single limit of not less than $1,000,000 per
                                                                      remedies provided in law or equity or in this purchase
occurrence; and (4) Comprehensive Automobile Liability
                                                                      order. A waiver of a breach of any provision hereof shall
Insurance, including (i) personal injury and (ii) property            not constitute a waiver of any other breach.
damage, to cover (a) owned automobiles, (b) automobiles
under long-term lease, (c) hired automobiles, (d) employer’s          CLAUSE NO. 23 - ASSIGNMENT: This purchase order or
non-ownership liability, (e) medical payments, and uninsured          any interest therein, including any claims for monies due or
motorists, in the amount of a combined single limit of not less       to become due with respect thereto, may only be assigned
than $1,000,000 per occurrence.                                       upon the written consent of Buyer. Any payment to any
                                                                      assignee of any claim under this purchase order, as a
Such insurance coverage as is required under this purchase            result of such consent, shall be subject to set-off,
order shall be in a form and with insurance carriers
                                                                      recoupment, or other reduction for any claim that Buyer
satisfactory to Buyer and without additional cost to Buyer as a       may have against Seller.
price adjustment, unless otherwise expressly provided for
elsewhere within this purchase order. Such insurance shall            CLAUSE NO. 24 - NOTICE OF LABOR DISPUTES:
protect (i) Seller, (ii) Buyer, (iii) any other party expressly       Whenever Seller has knowledge that any actual or
designated by Buyer elsewhere within this purchase order,             potential labor dispute is delaying, or threatens to delay,
from claims that arise out of or result from operations by (i)        the timely performance of this purchase order, Seller shall
Seller under this purchase order, or (ii) any lower-tier              immediately give written notice thereof, including all
subcontractor(s) of Seller, or (iii) anyone directly or indirectly    relevant information with respect thereto, to Buyer. Seller
employed by any of them, or (iv) anyone for whose acts any            shall insert the substance of this clause, including this
of them may be liable.                                                sentence, in any subcontract hereunder.
Seller shall have all liability insurance required under this         CLAUSE NO. 25 - GOVERNING LAW: This purchase
purchase order amended or endorsed to name Buyer as                   order, and the acceptance thereof, shall be a contract
an additional insured and to indicate that, with respect to           made in the state of Buyer’s office address as shown on
the additional insured, there shall be severability of                the face of this purchase order, and shall be governed by
interest. As evidence of said coverage, Seller shall forward          and construed according to the laws thereof as if the
certificates of insurance, or copies of insurance policies, to        contract will be wholly performed within such state.
Buyer, which instruments shall contain a provision                    CLAUSE NO. 26 - EXCUSABLE DELAY – FORCE MAJEURE:
requiring notification of Buyer in writing of any cancellation        Neither party shall be responsible to the other party for any
or nonrenewal of said coverage not less than thirty days              delay in performing its obligations under this purchase
before its affectivity.                                               order due to any events of force majeure, except as
CLAUSE NO. 20 - TAXES: Seller's prices shall be exclu-                otherwise provided for within this clause. Force majeure
sive of any federal, state, or local sales, use, or excise            means any act of God, war, act or failure to act of any
taxes levied upon, or measured by, the sale, the sales                government in its sovereign capacity, fire, flood,
price, or use of goods required in the performance of this            earthquake, strike, epidemic, quarantine, embargo,
purchase order. Seller shall list separately on its invoice           nuclear incident, or any other act beyond reasonable
(or voucher) any such tax lawfully applicable to any such             control and without the fault of either party or its
goods, and payable by Buyer, with respect to which Buyer              subcontractors. The party whose performance of
does not furnish to Seller lawful evidence of exemption.              obligations hereunder has been affected by any events of
Seller shall comply with any reasonable request by Buyer              force majeure shall notify the other party within five
                                                                      calendar days thereafter by sending a detailed statement
INFORMATION SYSTEMS
Standard Clauses – Fixed Price / T&M / LH Purchase Order
  for Non-Commercial, Supplies and Services
Form ISF P2625 (04-12) Page 7 of 19


and sufficient evidence with respect thereto, and shall               packing; (iii) place of delivery; and (iv) delivery schedule
likewise notify promptly of any subsequent change in the              and period of performance of work.
circumstances. The affected party shall exercise its best             If any such change causes an increase or decrease in the
efforts under the circum-stances to remove or remedy the              cost of or the time required for the performance of any part
events of force majeure and the effects thereof and                   of the work under this purchase order (whether or not
resume full performance hereof as soon as possible.                   changed by such written order), an equitable adjustment
CLAUSE NO. 27 - TERMINATION FOR CONVENIENCE:                          shall be made in the purchase order price or delivery
Buyer may at any time terminate this purchase order in                schedule and period of performance, or both, and the
whole or in part for its convenience upon written notice to           purchase order shall be modified in writing accordingly.
Seller, in which event Seller shall be entitled to reasonable         Any claim by Seller for equitable adjustment under this
termination charges consisting of a percentage of the                 clause shall be asserted within 20 days from the date of
purchase order price reflecting the percentage of the work            receipt by Seller of the notification of change.
performed prior to termination, plus any reasonably                   CLAUSE NO. 31 - STOP-WORK ORDER: The Buyer
incurred settlement expenses.                                         may, at any time, by written order to the Seller, require the
CLAUSE NO. 28 - PATENTS AND DESIGN RIGHTS:                            Seller to stop all, or any part, of the work called for by this
Seller warrants that the sale, use, or incorporation into             purchase order for a period of 90 days after the written
manufactured products of all machines, devices, material,             order is delivered to the Seller, and for any further period
software, and firmware which are not of Buyer’s design,               to which the parties may agree. The order shall be
composition or manufacture shall be free and clear of                 specifically identified as a stop-work order issued under
infringement of any valid United States patent (to the extent         this clause. Upon receipt of the stop-work order, the Seller
not covered by Authorization and Consent clause at FAR                shall immediately comply with its terms and take all
52.227-1, copyright, trade mark, mask works, or other                 reasonable steps to minimize the incurrence of costs
proprietary rights. Seller shall hold Buyer, its customers and        allocable to the work covered by the order during the period
lessees harmless from any and all expenses, liability, and            of work stoppage. Within a period of 90 days after a stop-
loss of any kind, including but not limited to attorney’s fees, all   work order is delivered to the Seller, or within any extension
costs, expenses, and fees growing out of claims, suits, or            of that period to which the parties shall have agreed, the
actions alleging such infringements, which claims, suits, or          Buyer shall either (1) cancel the stop-work order; or (2)
actions Seller agrees to defend.                                      terminate the work covered by the stop-work order as
Seller as part consideration for this purchase order and              provided for in Clause No. 27 and Clause No. 35 of this
without further cost to Buyer hereby grants and agrees to             purchase order.
grant to Buyer an irrevocable non-exclusive, royalty-free right       If a stop-work order issued under this clause is canceled or
and license to use, sell, manufacture and cause to be                 the period of that order or any extension thereof expires,
manufactured products embodying any and all inventions and            the Seller shall resume work. The Buyer shall make an
discoveries made, conceived or actually reduced to practice           equitable adjustment in the delivery schedule or contract
in connection with Seller’s performance of this purchase              price, or both, and the purchase order shall be modified in
order and Seller hereby grants to Buyer a license to repair,          writing accordingly, if (1) the stop-work order results in an
rebuild or relocate and to have repaired, rebuilt or                  increase in the time required for, or in the Seller’s cost
relocated the goods purchased by Buyer under this purchase            properly allocable to, the performance of any part of this
order. Seller agrees that if this purchase order covers               purchase order; and (2) the Seller asserts its rights to the
research and development work, and any discoveries,                   adjustment within 20 days after the end of the period of
inventions or patents result therefrom, the entire right, title       work stoppage.
and interest in and to such discoveries, inventions and               If a stop-work order is not canceled and the work covered
patents shall belong to Buyer.                                        by the stop-work order is terminated for the convenience of
CLAUSE NO. 29 - CLAUSE MODIFICATION REQUIRED                          the Buyer, the Buyer shall allow reasonable costs resulting
BY BUYER’S CUSTOMER: Seller agrees to incorporate                     from the stop-work order in arriving at the termination
into this purchase order any revised clause or additional             settlement. If a stop-work order is not canceled and the
clause as Buyer may reasonably deem necessary to                      work covered by the order is terminated for default, the
enable Buyer to comply with the provisions of the higher-             Buyer shall allow, by equitable adjustment or otherwise,
tier contract and any modifications thereto. If any such              reasonable costs resulting from the stop-work order.
revised clause or additional clause causes any increase or            CLAUSE NO. 32 - ENTIRE AGREEMENT: Except when
decrease in the cost of or time required for performance of           issued to carry out a written contract between the parties,
the purchase order work, an equitable adjustment shall be             this purchase order constitutes the entire agreement of
made in accordance with the procedures of the Changes                 sale and purchase of the goods and services identified
clause hereof.                                                        herein, and is expressly limited to and made conditional
CLAUSE NO. 30 - CHANGES: Buyer may at any time, by                    upon the acceptance of all the terms and conditions. Any
a written order, make changes within the general scope of             additional or different terms and conditions contained in any
this purchase order for compliance by Seller, in any one or           prior quotation or that may be contained in any
more of the following: (i) drawings, designs, or speci-               acknowledgment of this purchase order shall be deemed
fications, where the supplies or services to be furnished             objected to by Buyer without further notice of objection and
are to be specifically manufactured or produced for Buyer             shall be of no effect nor under any circumstances be binding
in accordance therewith; (ii) method of shipment or                   upon Buyer. Seller shall be deemed to have assented to all
INFORMATION SYSTEMS
Standard Clauses – Fixed Price / T&M / LH Purchase Order
  for Non-Commercial, Supplies and Services
Form ISF P2625 (04-12) Page 8 of 19


terms and conditions of this purchase order if any of the            and all specifications superseding or supplementary to the
goods are shipped or services provided to Buyer.                     specifications so referred to, to the extent that such
CLAUSE NO. 33 - LIMITATION OF BUYER’S                                superseding or supplementary specifications are in effect
LIABILITY/STATUTE OF LIMITATIONS: In no event shall                  on the effective date of this purchase order or on the
Buyer be liable for anticipated profits or for incidental or         effective date of any incorporating change notice, if Seller
consequential damages. Buyer’s liability on any claim of             was furnished or otherwise had been notified of the
any kind for any loss or damage arising out of or                    existence of such superseding or supplementary
connected with or resulting from this purchase order or              specifications by that effective date.
from the performance or breach thereof shall, in no case,            CLAUSE NO. 39 - SET-OFF: Buyer shall be entitled at all
exceed the price allocable to the goods or services or unit          times to set off any amount owing at any time from Seller
thereof which gives rise to the claim. Buyer shall not be            or any of its affiliated companies to Buyer, against any
liable for penalties of any description. Any action resulting        amount payable at any time by Buyer or any of its affiliated
from any breach on the part of Buyer as to the goods or              companies to Seller.
services delivered hereunder must be commenced within                CLAUSE NO. 40 - DATA - WITHHOLDING OF
one year after the cause of action has accrued.                      PAYMENT: If data or other deliverable information
CLAUSE NO. 34 - REQUIREMENTS FOR COST OR                             (hereinafter called "data"), or any part thereof, is not
PRICING DATA OR INFORMATION OTHER THAN                               delivered within the time specified by this purchase order,
COST OR PRICING DATA: Cost proposals are to be                       or is deficient upon delivery (including having restrictive
submitted in accordance with the Requirements for Cost or            markings not specifically authorized by this purchase
Pricing Data or Information Other Than Cost or Pricing Data          order), Buyer may, until such data is delivered or deficiencies
clause at FAR 52.215-20; unless otherwise expressly                  are corrected, withhold payment to Seller of ten percent
stated elsewhere within this subcontract.                            (10%) of the total purchase order price, unless a lesser
CLAUSE NO. 35 - TERMINATION FOR DEFAULT: Buyer                       withholding is specified elsewhere herein. Payments shall
may forthwith terminate this purchase order in whole or in           not be withheld nor any other action taken pursuant to this
part for default in the event of the occurrence of any of the        clause where Seller's failure to make timely delivery, or to
following: (1)(i) Insolvency of the Seller–Seller shall be           deliver data without deficiencies, arises out of causes beyond
deemed to be insolvent if it has ceased to pay its debts in          the control and without the fault or negligence of Seller within
the ordinary course of business or cannot pay its debts as           the meaning of Clause No. 26 hereof. The withholding of any
they become due, whether it has committed an act of                  amount or subsequent payment thereof to Seller shall not be
bankruptcy or not and whether insolvent within the meaning           construed as a waiver of any rights accruing to the Buyer or
of the Federal Bankruptcy Act or not; (ii) the filing of a           U.S. Government under this purchase order.
voluntary petition to have Seller declared bankrupt; (iii) the       CLAUSE NO. 41 - DISPUTES: Any dispute arising under,
appointment of a receiver or trustee for Seller, or (iv) the         out of, or in connection with this purchase order that is not
execution by Seller of an assignment for the benefit of              settled by agreement of the parties may be resolved by
creditors. (2) Failure of Seller per the terms of this purchase      appropriate legal proceedings.         Pending any decision,
order to - (i) deliver the supplies or perform the services within   appeal, or judgment, or the settlement of any such dispute
the time specified in this purchase order or any authorized          arising under, out of, or in connection with this purchase order
extension, (ii) make progress so as to endanger the                  (except with respect to any cancellation or termination of
performance of this purchase order, or (iii) perform to any          purchase order work), Seller shall proceed diligently with the
other substantive provisions of this purchase order. The             performance of this purchase order.
Seller shall diligently proceed with performance of any              CLAUSE NO. 42 - PRICE REDUCTION FOR DEFECTIVE
purchase order work not terminated.                                  COST OR PRICING DATA/NON-COMPLIANCE WITH
CLAUSE NO. 36 - VALIDITY OF INDIVIDUAL PROVISION:                    CAS: The Buyer's prime contract or subcontract with its
The invalidity, in whole or in part, of any provision of this        customer under which this purchase order is issued
purchase order shall not void or otherwise affect the                contains a clause that entitles the customer, the U.S.
validity of any other provision.                                     Government ("the Government") or a Government prime
CLAUSE NO. 37 - SUBCONTRACTING: (Clause is not                       contractor or subcontractor, to reduce Buyer's contract
applicable if this is a firm-fixed-price or fixed-price with         price, or any costs reimbursable thereunder, where the
economic price adjustment purchase order.) Seller shall              Government determines that such price or cost was
obtain Buyer's prior written consent before issuing any              increased by any significant sum because Seller or any of
next-tier purchase order under this purchase order if any            its subcontractors furnished defective cost or pricing data
such next-tier purchase order exceeds five percent of the            to Buyer in connection with the award of this purchase
amount of this purchase order, or if such prior written              order. Seller hereby agrees to indemnify and hold Buyer
consent is otherwise required by any other express                   harmless from any loss Buyer may suffer resulting from
provision of this purchase order.                                    such determination and action taken by the customer
CLAUSE NO. 38 - SUPERSEDING OR SUPPLE-                               pursuant to the foregoing sentence to the extent that such
MENTARY SPECIFICATIONS: All references in any                        action is taken on the basis that Buyer's contract, or any
Buyer document or Government specification (excluding                cost reimbursable thereunder, was increased by any
those incorporated in Seller's model specification)                  significant amount because the Seller or any of his
incorporated herein, to any other Buyer or U.S.                      subcontractors furnished defective cost or pricing data to
Government specifications shall be deemed to include any             Buyer in connection with the award of this purchase order;
                                                                     provided, however, that Seller's liability to Buyer hereunder
INFORMATION SYSTEMS
Standard Clauses – Fixed Price / T&M / LH Purchase Order
  for Non-Commercial, Supplies and Services
Form ISF P2625 (04-12) Page 9 of 19


shall be limited to the amount the Government determines           Buyer) preceding the commencement of such work
Seller's price to have been increased because of such              thereby (unless excused in writing by the Buyer).
defective cost or pricing data and shall not include any           CLAUSE NO. 45 - COMPLIANCE WITH LAWS: Seller
profit, costs, or charges added thereto by Buyer and               warrants that it shall comply with all applicable federal,
included in Buyer's price or costs to its customer.                state, or local laws, rules, and regulations in the
As Seller's exclusive remedy for relief from such a                performance of this Agreement.           Seller shall not
determination by the Government, Seller shall have the             discriminate against any employee or applicant for
right to assert in Buyer's name at Seller's expense, Buyer's       employment because of race, color, religion, sex or
right to appeal from such determination under the Disputes         national origin and warrants compliance with Section 508
clause, if any, of Buyer's contract with its customer. The         of the Rehabilitation Act. Where applicable, the Supplier
determination of the Government Contracting Officer or, if         agrees to provide products and services which are Section
such an appeal is taken, the decision on appeal shall be           508 compliant and agrees to provide a Voluntary Product
final and conclusive between Buyer and Seller, to the              Accessibility    Template®      (VPAT®)     to    Customer
extent provided in such Disputes clause. If Seller desires         Representatives, if requested.
to assert in Buyer's name and at Seller's expense Buyer's          CLAUSE NO. 46 - SUSPECT/COUNTERFEIT PARTS
rights described in such Disputes clause, if any, in Buyer's       Seller represents and warrants that it has policies and
contract with its customer, to have questions decided by           procedures in place to ensure that none of the supplies or
the courts, any final judgment by the courts, is binding           materials furnished under this Purchase Order are
upon Seller insofar as it relates to this purchase order. In       “suspect/counterfeit parts” and certifies, to the best of its
the event the Buyer does not have the right of appeal to a         knowledge and belief, that no such parts have been or are
Government contract appeals board and is therefore                 being furnished to Buyer by Seller. “Suspect/counterfeit
unable to make such right available to Seller, the                 parts” are parts that may be of new manufacture, but are
determination of the Government Contracting Officer, if            misleadingly labeled to provide the impression they are of
binding upon Buyer, shall in turn be binding upon Seller           a different class or quality or from a different source than is
insofar as it relates to this purchase order; provided,            actually the case. They also include refurbished parts,
however, if Buyer elects not to bring suit against its             complete with false labeling, that are represented as new
customer with respect to any such determination, Buyer             parts or any parts that are designated as suspect by the
shall notify Seller with reasonable promptness and Seller          U.S. Government, such as parts listed in alerts published
shall have the right to bring suit against the customer in a       by the Defense Contract Management Agency under the
court of competent jurisdiction in Buyer's name, but at            Government-Industry Data Exchange Program (GIDEP). If
Seller's expense. If Buyer or Seller brings suit against the       Buyer reasonably determines that Seller has supplied
customer, a final judgment of any such suit shall be               suspect/counterfeit parts to Buyer, Buyer shall promptly
binding upon Seller and Buyer under this purchase order.           notify Seller and Seller shall immediately replace the
The rights and obligations described herein shall survive          suspect/counterfeit parts with parts acceptable to Buyer.
completion of and final payment under, or termination of,          Notwithstanding any other provision contained herein,
this purchase order.                                               Seller shall be liable for all costs incurred by Buyer to
The provisions hereinabove shall also be applicable to any         remove and replace the suspect/counterfeit parts,
adjustments in the price of this purchase order required by        including without limitation Buyer’s external and internal
the Cost Accounting Standards clause or the Disclosure             costs of removing such a counterfeit parts, of reinserting
and Consistency of Cost Accounting Practices clause of             replacement parts and of any testing necessitated by the
Section D of this form, if such clause applies.                    reinstallation of Seller’s goods after counterfeit parts have
CLAUSE NO. 43 - U.S. PERSONS STATUS: (Clause may                   been exchanged. In addition, Buyer may unilaterally
be invoked in writing by Buyer (i) at any time/s within            terminate this order for Convenience depending on the
performance of this purchase order, and (ii) without               impact of the delivery of Suspect/Counterfeit parts on the
adjustment of any terms and condition of this purchase             Seller’s overall performance on this order.            Seller’s
order.) Persons assigned under this order to work in any of        warranty against suspect/counterfeit parts shall survive
Buyer’s facilities need to have original documents sufficient to   any termination or expiration of this Purchase Order.
establish identity and their status as a U.S. Person as that       CLAUSE NO. 47 - WARRANTY OF AUTHENTICITY
term is defined by the ITAR regulations.                           Supplier warrants that all products delivered under this
                                                                   order are new and in their original packaging. No
CLAUSE NO. 44 - CERTIFIED SCREENING FOR                            substitutions are to be supplied without the Buyer's prior
ALCOHOL AND OR DRUG ABUSE: (Clause may be
                                                                   written consent. Supplier certifies that the products are
invoked in writing by Buyer (i) at any time/s within
                                                                   genuine products authorized by the Manufacturer and are
performance of this purchase order, and (ii) without               entitled to the full Manufacturer's warranty and service
adjustment of any other terms and conditions of this
                                                                   including any related software."
purchase order.) Seller agrees, and shall certify in writing,
that each of its employees and consultants to perform                SECTION C - SUPPLIER REPRESENTATIONS AND
work under this purchase order on the property of the                                 CERTIFICATIONS
Buyer or its customer shall have passed a generally
                                                                   The following representations and certifications apply to
recognized alcohol and drug abuse test within sixty days           Quoter (preaward) and to Seller (postaward) to such
(or any other period of time agreed to in writing by the
                                                                   extent determined to be required per each scoping
                                                                   provision after each title; and are hereby incorporated in
INFORMATION SYSTEMS
Standard Clauses – Fixed Price / T&M / LH Purchase Order
  for Non-Commercial, Supplies and Services
Form ISF P2625 (04-12) Page 10 of 19


and made a part of any resulting purchase order                    owned by one or more disadvantaged individuals, the net
(whether or not expressly cited therein). These required           worth of each individual upon whom the certification is based
representations and certifications will be considered in           does not exceed $750,000 after taking into account the
connection with a preaward determination of Quoter’s               applicable exclusions set forth at 13 CFR 124.104(c)(2); and
responsibility. If any such required representation or             (C) It is listed, on the date of this representation, on the
certification cannot be made in whole, Quoter should               register of small disadvantaged business concerns
promptly provide written notification and detail to the            maintained by the Small Business Administration; or (ii) It has
Buyer for a determination of Quoter’s eligibility for              submitted a completed application to the Small Business
award. Representations and certifications hereunder                Administration or a Private Certifier to be certified as a small
include compliance warranties. The preceding is per the            disadvantaged business concern in accordance with 13 CFR
Buyer’s implementation of the procedures of the Federal            124, Subpart B, and a decision on that application is pending,
Acquisition Regulation (FAR).                                      and that no material change in disadvantaged ownership and
CLAUSE INDEX:                                                      control has occurred since its application was submitted.
  1. Supplier Small Business Representation                        (3) The offeror represents elsewhere as part of its offer
                                                                   that it is, or is not a women-owned small business
  2. Supplier Previous Contracts and Compliance Reports
                                                                   concern.
     Representation
                                                                   (4) If offeror represented itself as disadvantaged in
  3. Supplier Affirmative Action Compliance
                                                                   paragraph (b)(2) of this provision show any applicable
     Representation
                                                                   category (per the symbols below), elsewhere as part of its
  4. Supplier Certification Regarding Debarment,                   offer.
     Suspension, Proposed Debarment, and Other
                                                                   G1 - Black American.
     Responsibility Matters
                                                                   G2 - Hispanic American.
  5. Supplier Certification and Disclosure Regarding
     Payments to Influence Certain Federal Transactions            G3 - Native American (American Indians, Eskimos, Aleuts,
                                                                   or Native Hawaiians).
  6. Supplier Anti-Kickback Warranty and Indemnification
                                                                   G4 - Asian-Pacific American (persons with origins from
  7. Supplier Certification of Toxic Chemical Release
                                                                   Burma, Thailand, Malaysia, Indonesia, Singapore, Brunei,
     Reporting
                                                                   Japan, China, Taiwan, Laos, Cambodia (Kampuchea),
A. Representations and Certifications applicable to                Vietnam, Korea, The Philippines, U.S. Trust Territory of
     this Purchase Order irrespective of amount thereof            the Pacific Islands (Republic of Palau), Republic of the
     (subject to any scoping provision per individual              Marshall Islands, Federated States of Micronesia, the
     clause).                                                      Commonwealth of the Northern Mariana Islands, Guam,
CLAUSE NO. 1 - SUPPLIER SMALL BUSINESS                             Samoa, Macao, Hong Kong, Fiji, Tonga, Kiribati, Tuvala,
PROGRAM REPRESENTATION: (Buyer implementation                      or Nauru).
of clause at FAR 52.219-1. Terms offer/offeror herein              G5 - Subcontinent Asian (Asian-Indian) American (persons
include quotation/ quoter). Why is this different from the         with origins from India, Pakistan, Bangladesh, Sri Lanka,
2630 language and others like 3392?                                Bhutan, the Maldives Islands, or Nepal).
(a) (1) The North American Industrial Classification System        G6 – Historically Black College/University
(NAIS) code for this acquisition is as set forth elsewhere         G7 – Minority Institution
within this solicitation and any resulting purchase order.
                                                                   Other (and Specified) - Individual/concern, other than one
(2) The small business size standard is as set forth               of the preceding.
elsewhere within this solicitation and any resulting
purchase order.                                                    (5) If offeror represented itself as a small business concern
                                                                   in paragraph (b)(1) of this provision, show any applicable
(3) The small business size standard for a concern which
                                                                   category (per the symbols below), elsewhere as part of its
submits an offer in its own name, other than on a
                                                                   offer.
construction or service contract, but which proposes to
furnish a product which it did not itself manufacture, is 500      (i) HUBZ - It is a HUBZone small business concern listed,
employees.                                                         on the data of this representation, on the List of Qualified
                                                                   HUBZone Small Business Concerns maintained by the
(b) Representations. (1) The offeror represents elsewhere
                                                                   Small Business Administration, and no material change in
as part of its offer that it is, or is not, a small business
                                                                   ownership and control, principal place of ownership, or
concern.                                                           HUBZone employee percentage has occurred since it was
(2) The offeror represents elsewhere as part of its offer,         certified by the Small Business Administration in
for general statistical purposes, that it is, or is not, a small   accordance with 13 CFR part 126; and
disadvantaged business concern as defined in 13 CFR
                                                                   (ii) JV - It is a joint venture that complies with the
124.1002.
                                                                   requirements of 13 CFR part 126, and the representation
The offeror is also to represent elsewhere within its offer        in paragraph (b)(5)(i) of this provision is accurate for the
that either (i) it has received certification by the Small         HUBZone small business concern or concerns that are
Business Administration as a small disadvantaged business          participating in the joint venture. [The offeror shall enter
concern consistent with 13 CFR 124, Subpart B; and (A) no          the name or names of the HUBZone small business
material change in disadvantaged ownership and control has         concern or concerns that are participating in the joint
occurred since its certification; (B) Where the concern is         venture elsewhere as part of its offer. Each HUBZone
INFORMATION SYSTEMS
Standard Clauses – Fixed Price / T&M / LH Purchase Order
  for Non-Commercial, Supplies and Services
Form ISF P2625 (04-12) Page 11 of 19


small business concern participating in the joint venture           purchase order resulting from this solicitation], or (c) U.S.
shall submit a separate signed copy of the HUBZone                  Government bills of lading (GBL) that in any 12-month
representation.                                                     period total, or can be reasonably expected to total,
(c) Definitions. “Small business concern,” as used in this          $50,000 or more.) Relating to the associated provision of
provision, means a concern, including its affiliates, that is       Section D, FAR 52.222-25, of this form:
independently owned and operated, not dominant in the                    Offeror represents that it has developed and has on
field of operation in which it is bidding on Government                  file, at each establishment, affirmative action programs
contracts, and qualified as a small business under of the                required by the rules and regulations of the Secretary
criteria in 13 CFR Part 121 and the size standard in                     of Labor (41 FR 60-1 and 60-2).
paragraph (a) of this provision.                                    C. Representations and Certifications applicable if
“Woman-owned small business concern,” as used in this                    this Purchase Order (i) exceeds or will exceed
provision, means a small business concern (1) Which is at                $100,000 and (ii) is for other than a commercial
least 51 percent owned by one or more women or, in the                   item or component per clause at FAR 52.202-1
case of any publicly owned business, at least 51 percent of              (subject to any scoping provision per individual
the stock of which is owned by one or more women; and                    clause).
(2) Whose management and daily business operations are              CLAUSE NO. 4 - SUPPLIER CERTIFICATION REGARDING
controlled by one or more women.                                    DEBARMENT, SUSPENSION, PROPOSED DEBARMENT,
(d) Notice. (1) If this solicitation is for supplies and has        AND OTHER RESPONSIBILITY MATTERS: (Clause is
been set aside, in whole or in part, for small business             applicable only if this purchase order is first-tier from the
concerns as set forth elsewhere written this solicitation and       prime contract.) Relating to the associated provision of
any resulting purchase order, then the clause in this               Section D, FAR 52.209-5, of this form and the Buyer’s
solicitation providing notice of the set-aside contains             responsibility under the provisions of the clause at FAR
restrictions on the source of the end items to be furnished.        52.209-6 at a $30,000 threshold:
(2) Under 15 U.S.C.645(d), any person who misrepresents                  The Offeror certifies, to the best of its knowledge and
a firm’s status as a small or small disadvantaged business               belief, that - the Offeror and/or any of its principals -
concern in order to obtain a contract to be awarded under                (i) are not presently debarred, suspended, proposed
the preference programs established pursuant to Section                  for debarment, or declared ineligible for the award of
8(a), 8(d), 9, or 15 of the Small Business Act or any other              contracts by any Federal agency; (ii) have not within a
provision of Federal law that specifically references                    three-year period preceding this offer, been convicted
Section 8(d) for a definition of program eligibility, shall - (i)        of or had a civil judgment rendered against them for:
Be punished by imposition of fine, imprisonment, or both;                commission of fraud or a criminal offense in
(ii) Be subject to administrative remedies, including                    connection with obtaining, attempting to obtain, or
suspension and debarment; and (iii) Be ineligible for                    performing a public (Federal, state, or local) contract
participation in programs conducted under the authority of               or subcontract; violation of Federal or state antitrust
the Act.                                                                 statutes relating to the submission of offers: or
B. Representations and Certifications applicable if                      commission of embezzlement, theft, forgery, bribery,
     this Purchase Order (i) exceeds or will exceed                      falsification or destruction of records, making false
     $10,000 and (ii) is for other than a commercial item                statements, or receiving stolen property; and (iii) are
     or component per clause at FAR 52.202-1 (subject                    not presently indicted for, or otherwise criminally or
     to any scoping provision per individual clause).                    civilly charged by a governmental entity with,
CLAUSE NO. 2 - SUPPLIER PREVIOUS CONTRACTS                               commission of any of the offenses enumerated in (ii) of
AND COMPLIANCE REPORTS REPRESENTATION:                                   this provision. The Offeror has not within a three-year
(Clause is applicable only if Equal Opportunity clause at                period preceding this offer, had one or more contracts
FAR 52.222-26 is determined to apply to this purchase                    terminated for default by any Federal agency. Note:
order.) Relating to the associated provision of Section D,               This certification concerns a matter within the
FAR 52.222-22, of this form:                                             jurisdiction of an agency of the United States and the
                                                                         making of a false, fictitious, or fraudulent certification
     Offeror represents that in connection with a previous
                                                                         may render the maker subject to prosecution under
     contract or subcontract subject to either the Equal                 section 1001, title 18, United States Code.
     Opportunity clause of FAR 52.22-26, the clause
     originally contained in Executive Order 10925, or the          CLAUSE NO. 5 - SUPPLIER CERTIFICATION AND
     clause contained in Section 201 of Executive Order             DISCLOSURE REGARDING PAYMENTS TO INFLUENCE
     11114, (i) it has filed all the required compliance            CERTAIN FEDERAL TRANSACTIONS: (Clause is applicable
     reports; and (ii) it will secure signed representation         only if this purchase order exceeds or will exceed
     indicating submission of the required compliance               $100,000. The definitions and prohibitions contained in the
     reports before any subcontract award (at lower tiers).         Limitation on Payments to Influence Certain Federal
                                                                    Transactions clause at FAR 52.203-12 are hereby
CLAUSE NO. 3 - SUPPLIER AFFIRMATIVE ACTION                          incorporated by reference in this certification.) Relating to
COMPLIANCE REPRESENTATION: (Clause is applicable
                                                                    the associated provision of Section D, FAR 52.203-11, of
only if (i) Equal Opportunity clause at FAR 52.222-26 is
                                                                    this form:
determined to apply to this purchase order, and (ii) Offeror
has (a) 50 or more employees, or (b) a U.S. Government                   The Offeror, by submitting its offer, hereby certifies to
contract or subcontract of $50,000 or more [including any                the best of his or her knowledge and belief that on or
INFORMATION SYSTEMS
Standard Clauses – Fixed Price / T&M / LH Purchase Order
  for Non-Commercial, Supplies and Services
Form ISF P2625 (04-12) Page 12 of 19


    after December 23, 1989, - (i) no Federal appropriated            (PPA) (42 U.S.C. 13106), the offeror will file and continue
    funds have been paid or will be paid to any person for            to file for such facilities for the life of the contract the
    influencing or attempting to influence an officer or              Toxic Chemical Release Inventory Form (Form R) as
    employee of any agency, a Member of Congress, an                  described in Sections 313(a) and (g) of EPCRA and
    officer or employee of Congress, or an employee of a              Section 6607 of PPA; or (ii) none of its owned or
    Member of Congress on his or her behalf in                        operated facilities to be used in the performance of this
    connection with the awarding of any Federal contract,             contract is subject to the Form R filing and reporting
    the making of any Federal grant, the making of any                requirements because each such facility is exempt for at
    Federal loan, the entering into of any cooperative                least one of the reasons cited in subparagraph (b) (2) of
    agreement, and the extension, continuation, renewal,              the full text certification provision at FAR 52.223-13.
    amendment or modification of any Federal contract,
    grant, loan, or cooperative agreement; (ii) if any funds              SECTION D - FAR AND FAR SUPPLEMENT
    other than Federal appropriated funds (including profit                           CONTRACT CLAUSES
    or fee received under a covered Federal transaction)
                                                                  (Section D excludes Patent Rights and Data Rights contract
    have been paid, or will be paid, to any person for
                                                                  clauses [except FAR 52.227-1, -2, and -10, subject to
    influencing or attempting to influence an officer or
    employee of any agency, a Member of Congress, an              scoping provision], which, if any, are separately provided for
                                                                  within this purchase order.)
    officer or employee of Congress, or an employee of a
    Member of Congress on his or her behalf in                    General Preamble. The Federal Acquisition Regulation
    connection with this solicitation, the Offeror shall          (FAR), Department of Defense FAR Supplement (DFARS),
    complete and submit, with its offer, OMB Standard             and National Aeronautics and Space Administration FAR
    Form LLL, Disclosure of Lobbying Activities, to the           Supplement (NFS) clauses identified hereinbelow are
    Buyer; and (iii) he or she will include the language of       hereby incorporated into this purchase order by reference
    this certification in all lower-tier purchase orders at any   with full force and effect. The applicability and interpretation of
    tier and require that all recipients of awards in excess      each such clause are subject to any specific parenthetical
    of $100,000 shall certify and disclose accordingly.           statement following its title and setting forth conditions,
    Note: Submission of this certification and disclosure is      requirements, and instructions for use of the clause
    a prerequisite for making or entering into this contract      (hereinafter called its scoping provision). The additional
    imposed by section 1352, title 31, United States Code.        DFARS and NFS clauses as applicable, implement and
    Any person who makes an expenditure prohibited                supplement the FAR clauses, taking precedence thereover
    under this provision or who fails to file or amend the        to any extent inconsistent therewith.
    disclosure form to be filed or amended by this                In the event that the Buyer shall have entered into a definitive
    provision, shall be subject to a civil penalty of not less    prime contract or higher-tier subcontract with its customer
    than $10,000, and not more than $100,000, for each            prior to the effective date of this supporting purchase order,
    such failure.                                                 the date of each undated clause identified hereinbelow (i)
CLAUSE NO. 6 - SUPPLIER ANTI-KICKBACK WARRANTY                    shall be the same date as any equivalent clause, of such
AND INDEMNIFICATION: (Clause is applicable only if this           definitive prime contract or subcontract; or (ii) if there is no
purchase order exceeds or will exceed $100,000.) Relating         equivalent clause, shall be the regulatory date in effect
to the Anti-Kickback Procedures clause of Section D,              therefore as of the effective date of this supporting purchase.
FAR 52.203-7, of this form:                                       In the event that the Buyer shall not have entered into a
                                                                  definitive prime contract or higher-tier subcontract with its
    Seller warrants that it is in full compliance with the
    provisions of the Anti-Kickback Act of 1986, 41 U.S.C.        customer prior to the effective date of this supporting
                                                                  purchase order, the date of each undated clause identified
    51-58, and shall indemnify, protect, defend, and hold
                                                                  hereinbelow shall be the regulatory date in effect therefore as
    Buyer harmless from any liabilities or monetary loss
    Buyer may suffer resulting from failure of such               of the effective date of this supporting purchase order.
    compliance by Seller.                                         All such clauses shall, with respect to the rights, duties,
CLAUSE NO. 7 - SUPPLIER CERTIFICATION OF TOXIC                    and obligations of the Buyer and Seller thereunder, be
                                                                  interpreted and construed in such manner as to recognize
CHEMICAL RELEASE REPORTING: (Clause is applicable
                                                                  and give effect to: (i) the contractual relationship between
only if this purchase order (i) is for other than a commercial
item per FAR Part 2, and (ii) exceeds or will exceed              the Buyer and the Seller under this purchase order, (ii) the
                                                                  rights of any higher-tier subcontractor with respect thereto
$100,000). Submission of this certification is a prerequisite
                                                                  under the higher-tier subcontract, and (iii) the rights of the
for making or entering into any resulting purchase order as
imposed by Executive Order 12969, August 8, 1995.                 Government or other customer with respect thereto under
                                                                  the prime contract from which such clauses are derived.
Relating to the Toxic Chemical Release Reporting clause
of Section D, FAR 52.223-14, of this form:                        Where rights, duties, and obligations are expressed herein
                                                                  as applying to the Government, they shall generally apply
    By signing this offer, the offeror certifies that – (i) As
                                                                  by reason of the flow-down to the Buyer; and where
    the owner or operator of facilities that will be used in
    the performance of this contract that are subject to the      expressed herein as applying to the Contractor, they shall
                                                                  generally apply by reason of the flow-down to the Seller.
    filing and reporting requirements described in Section
                                                                  As an exception to such generalization, some scoping
    313 of the Emergency Planning and Community Right-
    to-Know Act of 1986 (EPCRA) (42 U.S.C. 11023) and             provisions may particularize such definitions, which
                                                                  particularizations are to be accorded precedence.
    Section 6607 of the Pollution Prevention Act of 1990
INFORMATION SYSTEMS
Standard Clauses – Fixed Price / T&M / LH Purchase Order
  for Non-Commercial, Supplies and Services
Form ISF P2625 (04-12) Page 13 of 19


All Seller contact with the prime contractor and/or any           52.215-17   Waiver of Facilities Capital Cost of Money
higher-tier subcontractor relating to performance of this                     (Clause is applicable [in place of Facilities
purchase order shall be through or coordinated with the                       Capital Cost of Money clause of FAR
Buyer, except as may be otherwise expressly provided for                      52.215-30] only if FCCM was not included
within this purchase order.                                                   as cost in pricing this purchase order.)
Where (i) claims or reports from the Seller need to be sent by
                                                                  52.215-18   Reversion or Adjustment of Plans for
the Buyer to its customer for review, approval, or preservation
                                                                              Postretirement Benefits (PRB) Other Than
of rights; and (ii) time constraints have been flowed down in
                                                                              Pensions (Clause is applicable only (i) if this
this purchase order; and (iii) associated Buyer processing                    purchase order requires certified cost or
time has not been expressly provided for herein; each such
                                                                              pricing data, or (ii) if any preaward or
time constraint shall be deemed to be cut back by a number
                                                                              postaward cost determinations under this
of days reasonable to allow for Buyer processing under the                    purchase order are subject to FAR Subpart
particular circumstances.
                                                                              31.2.)
1. FAR CONTRACT CLAUSES
                                                                  52.215-19   Notification of Ownership Changes (Clause
A. FAR Contract Clauses applicable to this Purchase
                                                                              is applicable only if (i) this purchase order
     Order irrespective of amount thereof (except as
                                                                              required certified cost or pricing data, or (ii)
     may be noted hereinbelow)
                                                                              any preaward or postaward cost determina-
52.202-1       Definitions                                                    tions under this purchase order are subject
52.203-3       Gratuities (Clause is not applicable to any                    to FAR Subpart 31)
               extent this purchase order is for personal         52.215-20   Requirements for Cost or Pricing Data or
               services.)                                                     Information Other than Cost or Pricing Data.
52.203-15      Whistleblower Protections Under the                52.222-3    Convict Labor (Clause is inapplicable if this
               American Recovery and Reinvestment Act                         purchase order is determined to be subject
               of 2009                                                        to Walsh-Healey Public Contracts Act at
52.204-2       Security Requirements (In paragraph (c),                       FAR 52.222-20.)
               "Changes clause" shall be deemed to be             52.222-4    Contract Work Hours and Safety Standards
               that of this purchase order.)                                  Act – Overtime Compensation (Clause shall
52.204-10      Reporting Executive Compensation and                           be flowed down to any lower-tier
               First-Tier     Subcontract     Awards     As                   subcontractor.
               applicable, Seller shall report to Buyer the       52.222-21   Prohibition of Segregated Facilities (Clause
               names and total compensation of each of its                    is applicable if Equal Opportunity clause
               five most highly compensated executives                        has been determined to apply to this
               for Seller’s preceding completed fiscal year.                  purchase order.)
               This information is prior to award, and            52.222-22   Previous Contracts and Compliance Reports
               annually      thereafter   during    contract                  (Clause is applicable if Equal Opportunity
               performance, and will be made public in                        clause has been determined to apply to this
               accordance with FAR 52.204-10, Reporting                       purchase order. Representation provided for
               Executive Compensation and First-Tier                          in Section C of this form.)
               Subcontract Awards.
                                                                  52.222-25   Affirmative Action Compliance (Clause is
52-204-11      American Recovery and Reinvestment                             applicable if Equal Opportunity clause has
               Act— Reporting Requirements                                    been determined to be applicable to this
52.211-5       Material Requirements                                          purchase order. Representation provided
                                                                              for in Section C of this form.)
52.211-15      Defense Priority and Allocation Require-
               ments (Clause is applicable unless this            52.222-26   Equal Opportunity (Clause is applicable
               purchase order provides no DPAS rating.)                       only (i) if this purchase order is not
                                                                              exempted by Secretary of Labor under
52.215-15      Pension Adjustments and Asset Reversions
                                                                              Executive Order 11246 as amended per
               (Clause is applicable only (i) if this purchase
                                                                              FAR 22.807, and (ii) then only with respect
               order requires certified cost or pricing data,
                                                                              to provisions of subparagraphs (b) (1)
               or (ii) if any preaward or postaward cost
                                                                              through (b)(11) [binding Seller thereto].)
               determinations under this purchase order
               are subject to FAR Subpart 31.2.)                  52.222-41   Service Contract Act of 1965, as Amended
                                                                              (Clause is applicable only to any services to
52.215-16      Facilities Capital Cost of Money (Clause is
                                                                              exceed $2,500 and otherwise subject to
               applicable only if FCCM was included as
                                                                              such Act. Note associated requirement of
               cost in pricing this purchase order.)
                                                                              FAR Part 22.)
                                                                  52.222-50   Combating Trafficking in Persons
                                                                  52.222-54   Employment Eligibility Verification
INFORMATION SYSTEMS
Standard Clauses – Fixed Price / T&M / LH Purchase Order
  for Non-Commercial, Supplies and Services
Form ISF P2625 (04-12) Page 14 of 19


52.223-3      Hazardous Material Identification and           52.244-6    Subcontracts for Commercial Items and
              Material Safety Data (Entry is considered to                Commercial Components
              be “none” unless seller explicitly states       52.245-1    Government Property with Alternate I
              otherwise within its quotation or proposal.                 (JUNE 2007). As prescribed in 45.107
              Alternate I applies if procurement is for                   (a)(2), substitute the following for paragraph
              other than the Department of Defense.)                      (h)(1) of the basic clause:
52.223-5      Pollution Prevention and Right-to-Know
              Information (Clause is applicable only to                   (h)(1) The Contractor assumes the risk of,
              services to be performed on a Government                    and shall be responsible for, any loss,
              facility.)                                                  damage,       destruction, or    theft   of
52.223-7      Notice       of    Radioactive     Materials                Government property upon its delivery to
              Identification and Materials                                the Contractor as Government-furnished
52.223-18     Contractor Policy to Ban Text Messaging                     property. However, the Contractor is not
              While Driving The Subcontractor shall insert                responsible for reasonable wear and tear to
              the substance of this clause in all                         Government property or for Government
              subcontracts that exceed the micro-                         property properly consumed in performing
              purchase threshold                                          this contract.
52.224-2      Privacy Act (applicable to contracts which
              requires the design, development, or                        (Clause is applicable only if U. S.
              operation of such a system of records                       Government        property      under     this
52.225-1      Buy American Act—Supplies.                                  Subcontract is to be furnished to Seller
                                                                          through Buyer.)
52.225-8      Duty-Free Entry (Clause is applicable only if
              such clause is contained in Buyer's prime       52.246-2    Inspection of Supplies – Fixed Price
              contract or subcontract with its customer -                 (Alternate I applies if this purchase order is
              under which any reduced duty-free entry                     fixed-price incentive type.)
              thresholds shall apply. Under paragraph         52.246-4    Inspection of Services – Fixed-Price
              (b)(1), change "20 days" to "30 days."          52.246-6    Inspection – Time-and-Material and Labor-
              Under paragraph (b)(2), change "10 days"                    Hour (Clause is applicable only to any T&M
              to "20 days.")                                              or L-H work under this purchase order.)
52.225-13     Restrictions on Certain Foreign Purchases       52.246-7    Inspection of Research and Development –
52.227-1      Authorization and Consent (Clause is                        Fixed-Price (Clause is applicable only to
              applicable only if and to extent such clause                any R&D work under this purchase order.)
              is contained in Buyer's prime contract or       52.246-23   Limitation of Liability (Clause is applicable
              subcontract with its customer.)                             only (i) if and to the extent such clause is
52.227-10     Filing of Patent Applications — Classified                  contained in Buyer's prime contract or
              Subject Matter                                              subcontract with its customer, and (ii) to other
                                                                          than high-value items per FAR 46.802
52.232-9      Limitation on Withholding of Payments                       expressly so identified within this purchase
52.234-1      Industrial Resources Developed Under                        order.)
              Defense Production Act Title III (Clause is     52.246-24   Limitation of Liability – High-Value Items
              applicable only if this purchase order is                   (Clause is applicable only (i) if and to the
              identified elsewhere herein as stemming                     extent such clause is contained in Buyer's
              from a major system prime contract.)                        prime contract or subcontract with its
52.236-13     Accident Prevention (Applicable to any work                 customer; and (ii) then shall apply [in place of
              performed at or in a Government installation                the Limitation of Liability clause of FAR
              by Seller as required by buyer.                             52.246-23] only to items [if any] identified in
52.237-2      Protection    of    Government    Buildings,                this purchase order as being subject to such
              Equipment, and Vegetation (Applicable to any                clause [i.e., as being high-value items per
              work performed on a Government installation.                FAR 46.802, approved in writing for such
              "Government" thereunder means Buyer,                        coverage by U.S. Government Contracting
              prime contractor [if not Buyer], and any                    Officer].)
              upper-tier subcontractor.)                      52.249-2    Termination for Convenience of the
52.237-3      Continuity of Services (Clause is applicable                Government (Fixed-Price) (In paragraph (d),
              only to any services being provided under                   change “1 year” to “6 months.”           In
              this purchase order.)                                       paragraph (k), change “90 days” to “45
                                                                          days.”)
52.242-17     Government Delay of Work
INFORMATION SYSTEMS
Standard Clauses – Fixed Price / T&M / LH Purchase Order
  for Non-Commercial, Supplies and Services
Form ISF P2625 (04-12) Page 15 of 19


52.251-1      Government Supply Sources (For purposes          52.203-12   Limitation on Payments to Influence Certain
              of this clause, "Government" means U.S.                      Federal Transactions
              Government [not Buyer].          Any Buyer       52.209-5    Certification     Regarding        Debarment,
              authorization for Seller use of U.S.                         Suspension, Proposed Debarment, and
              Government supply sources necessitates and                   Other Responsibility Matters (Clause is
              is contingent upon Buyer obtaining prior U.S.                applicable only if this purchase order is first-
              Government approval. Referenced provisions                   tier from the prime contract. Certification
              of Government Property clause of FAR                         provided for in Section C of this form.)
              52.245-2 apply [even if such clause has not
              been expressly made a part of this purchase      52.215-2    Audit   and    Records     -   Negotiation
              order].)                                                     ("Contracting Officer" thereunder means
                                                                           U.S. Government Contracting Officer.)
52.253-1      Computer Generated Forms
                                                               52.215-14   Integrity of Unit Prices (Paragraph (b) of
B. FAR Contract Clauses applicable if this purchase                        clause is inapplicable.)
    order is to exceed $10,000 (except as may be
    noted hereinbelow)                                         52.219-8    Utilization of Small Business Concerns
52.222-20 Walsh-Healy Public Contracts Act                     52.222-35   Affirmative Action for Disabled Veterans and
                                                                           Veterans of the Vietnam Era (Clause is
52.222-36 Affirmative Action for Workers with
                                                                           applicable if award is $100,000 or more).
            Disabilities
                                                               52.222-37   Employment Reports on Disabled Veterans
C. FAR Contract Clauses applicable if this purchase
                                                                           and Veterans of the Vietnam Era (Clause is
    order is to exceed $30,000 (except as may be
                                                                           applicable if award is $100,000 or more).
    noted hereinbelow)
                                                               52.222-39   Notification of Employee Rights Concerning
52.209-6    Protecting the Government's Interest when
                                                                           Payment of Union Dues or Fees.
            Subcontracting with Contractors Debarred,
            Suspended, or Proposed for Debarment               52.223-13   Certification of Toxic Chemical Release
            (Clause is applicable only if this purchase                    Reporting (Clause is applicable only if (i)
            order is first-tier from the prime contract.                   this purchase order is for other than a
            Seller shall comply with paragraph (b) of such                 commercial item or component per clause
            clause.)                                                       at FAR 52.202-1, or (ii) Seller is not exempt
52.227-2    Notice and Assistance Regarding Patent                         per criteria of such clause.)
            and Copyright Infringement                         52.223-14   Toxic Chemical Release Reporting (Clause
52.244-5    Competition in Subcontracting                                  is applicable only if (i) this purchase order is
                                                                           for other than a commercial item or
52.246-25 Limitation of Liability — Services (Clause is                    component per clause at FAR 52.202-1 and
            applicable (i) only if and to the extent such                  (ii) Seller is not exempt per criteria of clause
            clause is contained in Buyer's prime contract                  at FAR 52.223-13.) (Certification provided
            or subcontract with its customer, and (ii) other               for in Section C of this form.)
            than for (a) automatic data processing, (b)
            tele-communications, (c) construction, (d)         52.242-13   Bankruptcy (Any such notification shall be to
            architect- engineering services, and/or (e)                    Buyer. After "for all Government contracts,"
            maintenance and rehabilitation of real                         insert "with Seller.")
            property, and (iii) for items not priced at or     52.243-6    Change Order Accounting (The threshold of
            based on catalog or market prices.)                            $100,000 stated in the clause is revised to
D. FAR Contract Clauses applicable if this purchase                        $10,000." Any requirement for such change
   order is to exceed $100,000 (except as may be                           order accounting shall be expressly
   noted hereinbelow)                                                      established within the specific Buyer change
                                                                           order.)
52.203-5     Covenant Against Contingent Fees ("This
             contract" hereunder includes the prime            52.247-63   Preference for U.S.-Flag Air Carriers
             contract, any higher-tier subcontract, and                    (Clause is inapplicable for commercial item.)
             this purchase order.)                             52.247-64   Preference for Privately Owned U.S.-Flag
52.203-6     Restrictions on Subcontractor Sales to the                    Commercial Vessels (Clause is inapplicable
             Government                                                    for commercial item.)
52.203-7     Anti-Kickback Procedures (Subparagraph            52.248-1    Value Engineering (Clause is applicable only
             (c)(1) of clause is inapplicable.) (Warranty                  if (i) this or similar clause is contained in
             provided for in Section C of this form.)                      Buyer's prime contract or subcontract with its
                                                                           customer; and (ii) this purchase order is not
52.203-11    Certification and Disclosure Regarding                        for (a) research and development other than
             Payments to Influence Certain Federal                         full- scale development, (b) engineering
             Transactions (Certification provided for in                   services from not-for-profit or nonprofit
             Section C of this form.)                                      organization, (c) personal services, (d)
INFORMATION SYSTEMS
Standard Clauses – Fixed Price / T&M / LH Purchase Order
  for Non-Commercial, Supplies and Services
Form ISF P2625 (04-12) Page 16 of 19


             product or component improvement, or (e)                         Disclosure and Consistency of Cost
             commercial product that does not involve                         Accounting Practices clause of FAR 52.230-3
             packaging specifications or other special                        applies to this purchase order.)
             requirements or specifications. In paragraph       2. DFARS CONTRACT CLAUSES (The Department of
             (j), "Contracting Officer" means the U.S.             Defense FAR supplement [DFARS] contract clauses
             Government Contracting Officer, and, in the           identified hereinbelow: (i) are applicable only if this
             legend of paragraph (m), "Government"                 purchase order results from any prime contract or
             means both the U.S. Government and the                subcontract with Buyer's customer falling under DFARS–
             Buyer. DoD deviation applies if this purchase         1991 Edition, (ii) supersede any FAR contract clauses of
             order stems from higher-tier contract with            same subject matter to any extent inconsistent therewith,
             DoD.)                                                 and (iii) are subject to any specific scoping provision per
E. FAR Contract Clauses applicable if this Purchase                individual clause [see General Preamble hereinabove].)
   Order is to exceed $550,000 (except as may be                A. DFARS Contract Clauses - Applicable to this
   noted hereinbelow)                                              Purchase Order irrespective of amount thereof
52.203-13    Contractor Code of Business Ethics and                (except as may be noted hereinbelow)
             Conduct (Dec 2007). Clause applicable, to all      252.204-7000     Disclosure of Information
             subcontracts that have a value in excess of
             $5,000,000 and a performance period of             252.204-7002     Payment for Subline Items Not Separately
             more than 120 days.                                                 Priced

52.203-14    Display of Hotline Poster(s).                      252.204-7008     Requirements for Contracts Involving
             Applicable to all subcontracts that exceed                          Export-Controlled Items
             $5,000,000, except when the subcontract—           252.209-7004     Subcontracting with Firms That Are
                                                                                 Owned or Controlled by the Government
             (1) Is for the acquisition of a commercial                          of a Terrorist Country
             item; or (2) Is performed entirely outside the     252.215-7000     Pricing Adjustments
             United States.                                     252.215-7004     Excessive Pass-Through Charges
52.230-2     Cost Accounting Standards (Clause is               252.223-7001     Hazard Warning Labels
             applicable [except paragraph (b) thereof]
             only if (i) such clause is included in Buyer's     252.223-7002     Safety Precautions for Ammunition and
             prime contract or subcontract with its                              Explosives (Clause is applicable only if
             customer, (ii) Seller is other than small                           this purchase order involves ammunition
             business concern, and (iii) Seller is not                           or    explosives.  Government     safety
             otherwise exempt under corresponding                                representatives may evaluate Seller
             provisions of FAR Part 30, and (iv) such                            compliance.)
             clause is expressly stated to be applicable in     252.223-7003     Change in Place of Performance – Am-
             the body of this purchase order [with the date                      munition and Explosives
             thereof indicated]. If clause is so applicable,    252.223-7007     Safeguarding Sensitive Conventional
             Seller shall include substance of clause                            Arms, Ammunition, and Explosives
             [except paragraph (b) thereof] in lower-tier                        (Clause applicable if order is for the
             purchase orders, per provisions of paragraph                        development, production, manufacture, or
             (d) of clause.)                                                     purchase of AA&E; or (2) If AA&E will be
52.230-3     Disclosure and Consistency of Cost                                  provided to the subcontractor as
             Accounting Practices (Clause is applicable                          Government-furnished property).
             [except paragraph (b) thereof] only if (i) such    252.223-7008     Prohibition of Hexavalent Chromium
             clause is included in Buyer's prime contract                        (applicable to all subcontracts for
             or subcontract with its customer, (ii) Seller is                    supplies, maintenance, repair services or
             other than small business concern, (iii) this                       construction materials)
             purchase order is for less than $10,000,000,
             (iv) Seller is eligible for and elects modified    252.225-7008     Supplies to be Accorded Duty-Free Entry
             CAS coverage per FAR Part 30, and (v) such                          (In clause, insert "[Stated elsewhere
             clause is expressly stated to be applicable in                      within this purchase order, if any.].")
             the body of this purchase order [with the date     252.225-7009     Restriction on Acquisition of Certain Articles
             thereof indicated.] If clause is so applicable,                     Containing Specialty Metals (July 2009).
             Seller shall include substance of clause [except
             paragraph (b) thereof] in lower-tier purchase      252.225-7010     Commercial Derivative Military Article—
             orders, per provisions of paragraph (d) of                          Specialty Metals Compliance Certificate
             clause.)                                                            (July 2009)
52.230-6     Administration of Cost Accounting Standards        252.225-7012     Preference  for        Certain     Domestic
             (Clause is applicable only if Cost Accounting                       Commodities
             Standards clause of FAR 52.230-2 or
INFORMATION SYSTEMS
Standard Clauses – Fixed Price / T&M / LH Purchase Order
  for Non-Commercial, Supplies and Services
Form ISF P2625 (04-12) Page 17 of 19


252.225-7013    Duty-Free Entry (applicable to all                               Software Documentation (Whenever any
                subcontracts for (i) Qualifying country                          noncommercial computer software or
                components; or (ii) Nonqualifying country                        computer software documentation is to be
                components for which the Contractor                              provided)
                estimates that duty will exceed $200 per          252.227-7016   Rights in Bid or Proposal Information (all)
                unit)                                             252.227-7019   Validation of Asserted Restrictions--
252.225-7014    Preference for Domestic Specialty Metals,                        Computer Software (where computer
                Alternate I (applies if this Subcontract                         software is being furnished)
                requires delivery of product containing           252.227-7037   Validation of Restrictive Markings on
                specialty metals under program for (i)                           Technical Data (orders requiring the
                aircraft, (ii) missile and space systems, (iii)                  delivery of technical data, except
                ships, (iv) tank-automotive, (v) weapons or                      contractual instruments for commercial
                (vi) ammunition or Alt 1. otherwise is                           items or commercial components.
                incorporated in prime contract.)                  252.228-7005   Accident Reporting and Investigation
                                                                                 Involving Aircraft, Missiles, and Space
252.225-7016    Restriction on Acquisition of Ball and
                                                                                 Launch Vehicles
                Roller Bearings
252.225-7018    Notice of Prohibition of Certain Contracts        252.231-7000   Supplemental Cost Principles
                with Foreign Entities for the Conduct of          252.235-7002   Animal Welfare (Clause is applicable only
                Ballistic Missile Defense RDT&E (Clause is                       if this purchase order involves research
                applicable only if this purchase order stems                     on live vertebrate animals.)
                from competitively negotiated RDT&E prime         252.235-7003   Frequency Authorization – Alternate I
                contract under BMD program.)                                     (Authorization shall be through or
252.225-7022    Restriction on Acquisition of Polyacry-                          coordinated with Buyer.)
                lonitrile (PAN) Carbon Fiber (Clause is           252.239-7000   Protection      Against  Compromising
                applicable only if this purchase order is                        Emanations (Clause is applicable only if
                under a major systems acquisition program                        this purchase order calls for computer
                [FAR Part 34] not yet in production.)                            equipment or systems to process
252.225-7024    Restrictions on Acquisition of Night Vision                      classified information.)
                Image Intensifier Tubes and Devices               252.239-7016   Telecommunications Security Equipment,
                (Clause is applicable only if this purchase                      Devices, Techniques, and Services.
                order uses fiscal year 1990 or later                             (applicable to all subcontracts which
                funds.)                                                          require securing telecommunications
252.225-7025    Restriction on Acquisition of Forgings            252.243-7001   Pricing of Contract Modifications
252.225-7028    Exclusionary Policies and Practices of            252.247-7023   Transportation of Supplies by Sea
                Foreign Governments
                                                                  252.247-7024   Notification of Transportation of Supplies
252.225-7030    Restriction on Acquisition of Carbon,                            by Sea
                Alloy, and Armor Steel Plate (if in Federal
                Supply Class 9515 or is described by              252.251-7000   Ordering from Government Supply
                specifications of the American Society for                       Sources (Clause is applicable only if this
                Testing Materials or the American Iron                           purchase order contains Government
                and Steel Institute.                                             Supply Sources clause of FAR 52.251-1.
                                                                                 Any Buyer authorization for Seller use of
252.225-7040    Contractor Personnel Authorized to
                                                                                 U.S. Government supply sources necessi-
                Accompany U.S. Armed Forces Deployed
                Outside the United States.(applicable in                         tates and is contingent upon Buyer
                                                                                 obtaining   prior   U.S.    Government
                all subcontracts when subcontractor
                                                                                 approval.)
                personnel are authorized to accompany
                U.S. Armed Forces deployed outside the            252.251-7001   Use of Interagency Fleet Management
                United States in—1)          Contingency                         System (IFMS) Vehicles and Related
                operations;    2)      Humanitarian       or                     Services (Clause is applicable only if this
                peacekeeping operations; 3)           Other                      purchase order contains Interagency
                military operations; or 4)          Military                     Fleet Management System (IFMS)
                exercises designated by the Combatant                            Vehicles and Related Services clause of
                Commander.                                                       FAR 52.251-2. Any Buyer authorization
252.227-7013    Rights in Technical Data--Noncommercial                          for Seller use of IFMS vehicles and
                Items (applicable Whenever any technical                         related services necessitates and is
                data for noncommercial items is to be                            contingent upon Buyer obtaining prior
                provided).                                                       U.S. Government approval.)
252.227-7014    Rights in Noncommercial Computer
                Software and Noncommercial Computer
INFORMATION SYSTEMS
Standard Clauses – Fixed Price / T&M / LH Purchase Order
  for Non-Commercial, Supplies and Services
Form ISF P2625 (04-12) Page 18 of 19


B. DFARS Contract Clauses - Applicable if this P                                or negligent hiring, supervision, or
    Purchase Order is to exceed $100,000 (except as                             retention; or
    may be noted hereinbelow)                                                   (2) Take any action to enforce any
252.203-7001 Prohibition on Persons Convicted of                                provision of an existing agreement with
              Fraud or Other Defense-Contract-Related                           an employee or independent contractor
              Felonies (Clause is applicable only if this                       that mandates that the employee or
              purchase order is first tier from the prime                       independent contractor resolve through
              contract.)                                                        arbitration any claim under title VII of the
                                                                                Civil Rights Act of 1964 or any tort
252.209-7000 Acquisition from Subcontracts Subject to
                                                                                related to or arising out of sexual assault
              On-Site Inspection Under the Inter-
                                                                                or harassment, including assault and
              mediate-Range Nuclear Forces (INF)
                                                                                battery, intentional infliction of emotional
              Treaty (Clause is applicable only to other
                                                                                distress, false imprisonment, or negligent
              than commercial or commercial-type
                                                                                hiring, supervision, or retention.
              products [defined at FAR 11.001].)
                                                                                The       Seller,     consistent  with     the
252.225-7015 Preference for Domestic Hand or                                    agreement in which this term is being
              Measuring Tools                                                   used] agrees to flow down this provision
252.248-7000 Preparation of Value Engineering Change                            in all subcontracts, task orders and
              Proposals (Clause is applicable only if this                      Purchase Orders at every tier that are in
              purchase      order      contains     value                       excess of $1 million, except those for
              engineering clause prescribed by FAR                              commercial              items,       including
              Subpart 48.2. Selection of MIL-STD-480                            commercially          available  off-the-shelf
              or MIL-STD-481 (Short Form) shall be at                           items.      Failure to comply with this
              subsequent Buyer's discretion.)                                   provision will be considered a material
C. DFARS Contract Clauses - Applicable if this                                  breach and, at the sole discretion of
    Purchase Order is to exceed $550,000 (except as                             Buyer and may result in termination for
    may be noted hereinbelow)                                                   default or cause.
                                                               252.225-7026     Reporting of Contract Performance Out-
252.211-7000    Acquisition Streamlining (Clause is                             side the United States (Clause is
                applicable only if this purchase order (i)                      applicable only (i) if this purchase order
                exceeds $1,000,000, and (ii) stems from a                       is first tier from the prime contract; and
                prime contract under a systems                                  (ii) then to any extent it requires delivery
                acquisition program.)                                           of other than commercial items [as
252.219-7003    Small, Small Disadvantaged and Women-                           defined        in      DFARS      211.7001],
                Owned Small Business Subcontracting                             construction, ores, natural gases,
                Plan (DoD Contracts) (Clause is applicable                      utilities, petroleum products and crudes,
                only if Small, Small Disadvantaged and                          timber [logs], or subsistence.)
                Women-Owned            Small       Business    252.225-7033     Waiver of United Kingdom Levies
                Subcontracting Plan clause of FAR                               (applicable to any subcontract for
                52.219-9 is applicable to this purchase                         supplies exceeding $1 million with a U.K.
                order. Note requirement that majority of                        firm.
                earnings must directly accrue to such          252.226-7001     Utilization of Indian Organizations,
                socially and economically disadvantaged                         Indian-Owned Economic Enterprises,
                individuals.)                                                   and Native Hawaiian Small Business
252.222-7006    Restrictions on the Use of Mandatory                            Concerns         (all     orders   exceeding
                Arbitration Agreements (Applicable to all                       $500,000).
                subcontracts, task orders and Purchase         3.    NASA FAR SUPPLEMENT CONTRACT CLAUSES
                Orders at every tier in excess of $1                (The NASA contract clauses identified hereinbelow:
                million except for commercial items and             (i) are applicable only if this purchase order results
                commercially      available    off-the-shelf        from any prime contract or subcontract with the
                items.) The Seller agrees not to –                  Buyer's customer falling under the NASA FAR
                (1) Enter into any agreement with any of            Supplement (NFS), (ii) supersede any FAR contract
                its employees or independent contractors            clauses of same subject matter to any extent
                that requires, as a condition of                    inconsistent therewith, and (iii) are subject to any
                employment, that the employee or                    specific scoping provision per individual clause [see
                independent contractor agree to resolve             General Preamble hereinabove].)
                through arbitration any claim under title
                VII of the Civil Rights Act of 1964 or any     18-52.219-74     Use of Rural Area Small Businesses
                tort related to or arising out of sexual                        (Clause is applicable only if such clause is
                assault or harassment, including assault                        contained in Buyer's prime contract or
                and battery, intentional infliction of                          subcontract with its customer. Then, if
                emotional distress, false imprisonment,                         this purchase order offers subcontracting
INFORMATION SYSTEMS
Standard Clauses – Fixed Price / T&M / LH Purchase Order
  for Non-Commercial, Supplies and Services
Form ISF P2625 (04-12) Page 19 of 19


                possibilities, Seller is encouraged to use      quality standards are essential to astronaut
                its best efforts to award lower-tier            safety.
                purchase orders to small business               If you are able to supply the desired item
                concerns located in rural areas.)               with a higher quality than that of the items
18-52.219-75    Small Business Subcontracting Reporting         specified or proposed, you are requested
                                                                to bring this fact to the immediate
18-52.223-70    Safety and Health (Clause is applicable         attention of the purchaser.)
                only if this purchase order (i) exceeds
                $1,000,000, or (ii) involves use of
                hazardous materials or operations.)
18-52.223-71    Frequency      Authorization   (Clause    is
                applicable only if this purchase order calls
                for developing, producing, testing, or
                operating device for which radio frequency
                authorization is required. Processing shall
                be through Buyer.)
18-52.228-75    Minimum Insurance Coverage (Clause is
                applicable only (i) if and to extent such
                clause is contained in Buyer's prime
                contract or subcontract with its customer,
                and (ii) if and to extent performance of any
                part of this purchase order is on
                Government installation. If so applicable,
                clause takes precedence over any
                inconsistent provisions of this purchase
                order (including Section B Clause No. 19).
18-52.235-70    Center for Aerospace Information – Final
                Scientific and Technical Reports (Clause
                is applicable only (i) if and to extent
                clause is contained in Buyer's prime
                contract or subcontract with its customer,
                and (ii) if this purchase order involves
                research and development work.)
18-52.244-70    Geographic Participation in the Aero-
                space Program (Clause is applicable only
                (i) if and to extent clause is contained in
                Buyer's prime contract or subcontract with
                its customer, and (ii) if this purchase order
                exceeds $100,000.)
18-52.245-70    Contractor Requests for Government-
                Owned Equipment (Clause is applicable
                only if and to extent clause is contained in
                Buyer's prime contract or subcontract with
                its customer.)
18-52.245-73    Financial Reporting of NASA Property in
                the Custody of Contractors (Clause is
                applicable only if this purchase order is
                first-tier. Seller shall submit reports to
                Buyer in sufficient time to consolidate and
                meet reporting date of paragraph (c) of
                clause.)
18-52.246-73    Human Space Flight Item (If this purchase
                order is identified within as relating to a
                human space flight item, Seller shall
                comply with the following statement and
                shall require its inclusion in each lower-
                tier purchase order [without exception]:
                For use in manned space flight; materials,
                manufacturing, and workmanship of highest

								
To top