Flowdowns for MKV Contract W9113M-04-D-0001 - DOC 1 by F1A01P


									                                        Document No. MD024                             11/15/2010

 Flowdowns for Draft Prime Contract HQ147-10-R-0016, Ground-based Midcourse Defense
                  Development and Sustainment Contract (GMD DSC)

Where necessary, to identify the applicable parties under the following clauses, “Contractor” shall
mean “Seller,” “Contracting Officer” shall mean “Lockheed Martin Procurement Representative,”
“Contract” means this subcontract and “Government” means “Lockheed Martin.” However, the
words “Government” and “Contracting Officer” do not change: (1) when a right, act, authorization
or obligation can be granted or performed only by the Government or the Prime Contract
Contracting Officer or duly authorized representative, including but not limited to (i) audit rights to
Seller’s proprietary business records or (ii) any indemnification or limitation of liability obligation,
which obligation shall remain with the Government; (2) when title to property is to be transferred
directly to the Government, and (3) when the Government is granted ownership or other rights to
Seller’s intellectual property or technical data.


all purchase orders/subcontracts involving the shipment of data and documentation)
Technical data items shall be preserved, packaged, packed, and marked in accordance with the best
commercial practices to meet the packaging requirements of the carrier and insure safe delivery at
destination. Classified reports, data and documentation shall be prepared for shipment in
accordance with the current National Security Program Operation Manual (NISPOM), DOD

purchase orders/subcontracts involving unusually hazardous risks – Indemnification is not provided
The legal authorities to indemnify Contractors for unusually hazardous risks are 10 USC 2354 (for
research, development and testing activities) and 50 USC 1431 (Public Law 85-804), as
implemented in Executive Order 10789. Previous indemnification from other contracts does not
carry over to this resulting contract. The Contractor may request indemnification for effort under
this contract at any time. Contractor requests for indemnification must be prepared IAW the
requirements of FAR 50.104-3. The MDA will fairly process request(s) in good faith to the
applicable approving authority within the Department of Defense. However, the MDA will not, if
indemnification is not granted through this process, make adjustments to the estimated cost or
schedule of this contract.

to all purchase orders/subcontracts with deliverables)
 a. Data delivered, or otherwise furnished to the Government, including the contractor’s Integrated
Digital Environment (IDE) shall be marked with the appropriate conforming copyright legend
notices and FOUO markings (with the applicable exception noted) furthermore, and technical data,
computer software and computer software documentation shall be marked with the correct legends
in accordance with DFARS 252.227-7013 and 252.227-7014; note that “proprietary” is a non-
conforming marking. Limited or Restricted rights technical data or computer software or computer
software documentation as specified in DFARS 252.227-7013 and 252.227-7014 shall NOT be

Document No. MD024                                                                    1 of 17
                                       Document No. MD024                           11/15/2010
delivered or otherwise furnished by the contractor under or in conjunction with this contract without
prior approval of the Contracting Officer or the Contracting Officer’s Representative. The
Contractor shall ensure that quality control procedures are in place to validate accuracy of
electronically transmitted data or data otherwise furnished to the Government.

b. Contract Data Requirements List (CDRL) deliverables include CDRL items referenced in the
SOW Section J, and as defined in Attachment 1 to this contract. The Contractor shall officially
deliver unclassified CDRL data electronically to the designed GMD CDRL tool, MDA Enterprise
CDRLvue, accessible from a link on the GM Homepage of the MDA Knowledge Online (MKO)
unclassified Portal for the Missile Defense Agency (MDA) as instructed in the respective CDRL.
Unclassified CDRL data may also be required to be delivered to additional addresses, as specified
in Block 16 of the DD Form 1423. If electronic delivery to the Government via the CDRL tool is
not possible, the Contractor shall deliver the CDRL data to the Government via encrypted email or
other physical media (e.g., CD or DVD). In addition, CDRLs and other unclassified
correspondence related to this contract shall be posted to the Contractor’s IDE. However,
unclassified CDRL data shall not be posted to the Contractor’s IDE until acknowledgement of
receipt has been received for those CDRLs requiring Government approval.

c. The Contractor shall deliver classified CDRL data IAW the DD254 and DoD 5220.22M. In
addition, IAW the DD254 and DoD 5220.22M, CDRLs and other classified correspondence related
to this contract shall be posted to the Contractor’s IDE (Reference CDRL Titled DSC – Integrated
Digital Environment, Data Item No. A055). However, classified CDRL data shall not be posted to
the Contractor’s IDE until acknowledgement of receipt has been received for those CDRLs
requiring Government approval.

d. All data transmitted to the Government shall be of sufficient quality that the Government is able
to read the data both online and in printed form. If the Government receives a document that has
quality/readability issues, the Contractor shall, upon verbal approval by the PCO or a COR/COTR,
deliver compact discs and hardcopies of the document as required and IAW with this clause. The
Contractor shall work efficiently and effectively to correct any and all quality issues.

e. Data shall be delivered or otherwise furnished to the Government virus-free and in a
manipulative/editable format, including Microsoft Word, Excel, PowerPoint, Project and/or Access.
Adobe (.pdf files), picture files, and other electronic image media are acceptable only if allowed in
Blocked 16 of the DD Form 1423 for a given data item. For example, narrative portions shall be
delivered in Microsoft Word; pricing data in Microsoft Excel; and graphics in Microsoft
PowerPoint. If files contain links, the links must be intact and maintained throughout all revisions.
Documents with embedded data that are not related to Contractor performance reports, contract
funds status reports, cost data summary reports, or functional cost-hour reports shall not contain
Contractor pricing information within the embedded data. Nor shall embedded data to unclassified
documents be classified information.

FEE (Applicable to all subcontractors)
The Contractor shall implement the following elements of cost and fee for use in the preparation of
proposals and to support negotiations.

Document No. MD024                                                                 2 of 17
                                       Document No. MD024                             11/15/2010
a. No Fee on Other Direct Cost (ODCs). ODCs are costs (other than labor and materials) directly
associated with the final cost objective. With the exception of nominal material handling, the
Contractor is not entitled to fee on any ODCs. Examples of ODC include, but are not limited to:
travel, consumables, renewable licenses, leases, consultants, special tooling, and royalties. This
limitation shall flow down to all tiers of subcontractors.

b. No Fee on Fee. The Contractor is not entitled to fee on subcontractor fee and/or profit (e.g.“fee
on fee”). In calculating total fee, the Contractor shall exclude all proposed subcontractor fee/profit
from its total cost pool. This limitation shall flow down to all tiers of subcontractors.

GOVERNMENT PROPERTY (Applicable to purchase orders/subcontracts that will require
Government Furnished Property, Subcontractor Acquired Property, or Contract Furnished property)
CONTRACTOR ACQUIRED PROPERTY- The Contractor shall identify any required Property to
the Government prior to procurement. The Contractor shall maintain accurate records of Contractor
Acquired Property (CAP) per FAR Part 45, and FAR 52.245-1, to include subcontractor CAP. The
Contractor shall annually, or as required, perform a physical inventory of CAP and provide results
(including listings) to the Government via the Integrated Digital Environment (IDE).

The Contractor shall provide the updated physical inventory lists via IDE with the required items
listed in line item format: at a minimum, Nomenclature, Part number, NSN, Location, Quantity,
WBS, CLIN and Need Date.

A final physical inventory of Property shall be performed upon termination or six (6) months prior
to contract completion. The Contractor shall request disposition instructions for excess property.

all purchase orders/subcontracts)
The Contractor may use on a rent-free, non-interference basis and in an as is condition as necessary
for the performance of this contract, the Government property accountable under contracts
HQ0006-01-C-0001, HQ0147-09-C-0007, and HQ0147-09-C-0008. The Contractor is responsible
for scheduling the use of all property covered by the referenced contract and providing timely
written notification to the Government of any conflicts, delays, or disruptions to any work
performed by the Contractor due to use of any or all of such property under this contract or any
other contracts under which use of such property is authorized. The contractor will not be relieved
of its contractual responsibilities if for any reason Government Property is not available or is not
functioning or suitable for the contractor’s intended purpose.

PRE-CONTRACT COSTS (Applicable to all purchase orders/subcontracts)
The Offeror is expressly informed that it will not be reimbursed for any costs incurred prior to the
effective date of the contract or contract change in accordance with the changes clause issued,
unless such costs are specifically authorized in writing by the GMD DSC Procuring Contracting
Officer (PCO) and are in accordance with FAR 31.205-32, Pre-contract costs.

a. The term "Third Party protected information" for purposes of this clause is any information
considered a “trade secret and commercial or financial information obtained from a person that is

Document No. MD024                                                                   3 of 17
                                        Document No. MD024                              11/15/2010
privileged or confidential” and all information about individuals in “personnel and medical files”
and similar files when the disclosure of such information "would constitute a clearly unwarranted
invasion of personal privacy.” Information furnished voluntarily by the owner without limitations
on its use, or which is available without restrictions from other sources, is not considered Third
Party protected information.

b. It is recognized by the parties hereto that the effort to be performed by the Contractor and its
subcontractors under this contract includes a myriad of systems engineering efforts; support to the
Government in the preparation of specifications and work statements; technical evaluation of other
contractors products and services; and access to other contractors. Third Party protected
information. Consequently, performance of this contract creates potential organizational conflicts
of interest as contemplated by Federal Acquisition Regulation (FAR) 9.505. It is the intention of
the parties that the Contractor and its subcontractors will not engage in any other contractual or
other activities which could create an organizational conflict of interest with its position under this
contract; which might impair its ability to render unbiased advice and recommendations; or in
which it or its subcontractors may derive an unfair competitive advantage as a result of knowledge,
information, and experience gained during the performance of this contract.

c. The Contractor agrees that it will seek the prior written approval of both the GMD Development
and Sustainment Contract (DSC) Procuring Contracting Officer (PCO) and the PCO on the other
acquisition before it or its subcontractors participate in any Missile Defense Agency (MDA)
contract as a Contractor, subcontractor, co-sponsor, joint venture, consultant, or in any similar
capacity, to provide material, equipment or services. The Contractor and its subcontractors will be
subject to this restriction, except as a source for any competitive follow-on acquisitions for the
GMD DSC, other GMD JPO follow-on requirements, or on a noncompetitive basis under other
prime contracts with the Government. This restriction is applicable throughout the period of
performance of the subcontract, and any extensions thereof by change order or supplemental
agreement, and for one (1) year thereafter. The GMD DSC PCO will consider the requests for
written approval on a case-by-case basis.

d. The effort to be performed under this contract includes providing systems engineering; input to
preparation of specifications and scopes of work; assistance to the Government during technical
evaluations of other contractors' products; and access to Third Party protected information. Such
activities create a significant potential for certain conflicts of interest, as set forth in FAR 9.505.

e. The Contractor agrees that, to the extent it receives or is given access to Third Party protected
information under this contract, it shall treat such information in accordance with any restrictions
imposed on such information. Further, the Contractor shall: (1) enter into a written agreement with
the other entities involved in order to protect such Third Party protected information from
unauthorized use or disclosure for as long as it remains protected; and (2) refrain from using such
Third Party protected information other than as agreed to, for example to provide assistance during
technical evaluation of other Contractors' offers or products under this contract. An executed copy
of agreements entered into as a result of or pursuant to this clause by individual personnel or on a
corporate basis shall be furnished to the GMD DSC PCO within fifteen (15) calendar days of

Document No. MD024                                                                     4 of 17
                                       Document No. MD024                            11/15/2010
f. In addition, the Contractor shall obtain from each employee who has access to Third Party
protected information under this contract, a written agreement which shall mandate that such
employee shall not, during his/her employment by the Contractor or thereafter, disclose to others or
use for their own or others benefit, Third Party protected information received in connection with
the work under this contract.

g. If the Contractor, in the performance of this contract, obtains access to Government information
such as plans, policies, reports, studies, financial plans, or data, which has not been released or
otherwise made available to the public, the Contractor agrees that without prior written approval of
the GMD DSC PCO, it shall not: (1) use such information for any private purpose unless the
information has been released or otherwise made available to the public, (2) compete for work
based on such information after the completion of this contract, or until such information is released
or otherwise made available to the public, whichever occurs first, (3) submit an unsolicited proposal
to the Government which is based on such information until after such information is released or
otherwise made available to the public, or (4) release such information unless such information has
previously been released or otherwise made available to the public by the Government.

h. The Contractor shall be restricted from performing independent validation, verification,
accreditation, or certification of any products developed or delivered under this contract.
Additionally, the Contractor shall not serve as a software independent validation and verification
(IV&V) contractor for any software developed or delivered under this contract.

i. The Contractor shall educate its employees through appropriate means (such as formal training
and promulgation of company policies and procedures) the principles of FAR Subpart 9.5. Such
education shall include, but not be limited to, training to ensure that employees refrain from using
or disclosing Third Party protected information except as provided by executed agreement or as
allowed by the contract. Further, the Contractor shall obtain from each of its employees, whose
anticipated responsibility in connection with the work under this contract may be reasonably
expected to involve access to such Third Party protected information, a written agreement, which, in
substance, shall provide that such employee will not, during its employment by the contractor, or
thereafter, improperly disclose such data or information.

j. The Contractor shall hold the Government harmless and will freely indemnify the Government as
to any cost/loss resulting from the unauthorized use or disclosure of any Third Party protected
information by its employees, the employees of subcontractors, or by its agents.

k. If, in compliance with this clause, the Contractor discovers and promptly reports an
organizational conflict of interest (or the potential thereof) subsequent to contract award, a prompt
and full disclosure shall be made in writing to the PCO. This disclosure shall be made on the OCI
Analysis/Disclosure Form provided at Attachment 10 to the contract, and shall include a description
of the action the Contractor has taken or proposes to take in order to avoid or mitigate such
conflicts. If it is deemed to be in the best interest of the Government, the GMD DSC PCO may
terminate this Contract for convenience.

l. The Contractor will include the same provisions as are expressed in this clause, including this
paragraph, in subcontracts awarded for performance of any portion of this requirement. When the
provisions of this clause are included in a subcontract, the term "GMD DSC Procuring Contracting

Document No. MD024                                                                  5 of 17
                                        Document No. MD024                            11/15/2010
Officer" shall represent the head of the Contracts Office of the prime contract. Any deviations or
less restrictive coverage deemed necessary or required by the Contractor for a particular subcontract
must first be submitted to the Government GMD DSC PCO for approval. Subcontractors, on a
case-by-case basis, may make a request, through the prime Contractor, for a revision to the OCI
Clause restrictions outlined above.

m. Participation in any acquisition described above, without express written approval from the
GMD DSC PCO, may be grounds for termination of this contract. For breach of any of the above
restrictions or for nondisclosure or misrepresentation of any relevant facts required to be disclosed
concerning this contract, the Government reserves the right to terminate this contract for default;
disqualify the Contractor for subsequent related contractual efforts; and to pursue such other
remedies as may be available under law.

n. Prior to contract modification or task order, when the SOW is changed to add new work, or the
period of performance is significantly increased, the PCO may require the Contractor to submit
either an organizational conflict of interest disclosure or an update of the previously submitted
disclosure or representation. This disclosure shall also include subcontractors included as part of
the change order proposal.

H-06 INSURANCE (Apr 2009) (Applicable to all purchase orders/subcontracts)
In accordance with FAR Part 28.307-2, the Contractor shall maintain the types of insurance and
coverage listed below:

TYPES OF INSURANCE                                            MINIMUM AMOUNT

Workmen's Compensation and all occupational disease           As required by Federal and State law
Employer's Liability including all occupational disease       $100,000 per accident
when not covered by Workmen's Compensation above

General Liability (Comprehensive) Bodily Injury               $500,000 per occurrence

Automobile Liability (Comprehensive)
  Bodily Injury per person                            $200,000
  Bodily Injury per accident                          $500,000
  Property Damage per accident                               $ 20,000

H-08     PUBLIC RELEASE OF INFORMATION (APR 2009) (Applicable to all purchase
orders/subcontracts. All references to communications and data submittals to the COR/COTR shall
be through the Lockheed Martin Procurement Representative)

a. The policies and procedures outlined herein apply to information submitted by the Contractor
and his subcontractors for approval for public release. Prior to public release, all information shall
be cleared as shown in the “National Industrial Security Program Operations Manual” (DoD
5220.22-M). At a minimum, these materials may be technical papers, presentations, articles for
publication and speeches or mass media material, such as press releases, photographs, fact sheets,
advertising, posters, compact discs, videos, etc.

Document No. MD024                                                                   6 of 17
                                       Document No. MD024                             11/15/2010
b. All materials which relate to the work performed by the contractor under this contract shall be
submitted to MDA for review and approval prior to release to the public. Subcontractor public
information materials shall be submitted for approval through the prime contractor to MDA.

c. The MDA review and approval process for contractors working under an MDA contract starts
with the COR/COTR.

        (1) The Contractor shall request a copy of MDA form “Security and Policy Review
Worksheet for Public Release Review” (.pdf format) or any superseding form from the MDA.

          (2) The Contractor shall complete Blocks 1, 2, 3 and 6 of Worksheet (or comply with the
instructions of any superseding form) and submit it with materials to be cleared to the COR/COTR
(see paragraph j. below). If the information was previously cleared, provide the Public Release
Case Number if available and a copy of the previous document highlighting the updated

           (3) The COR/COTR may affirm “public releaseability” by signing the Statement of
Certification in Block 7 of the Worksheet.

       (4) The COR/COTR will forward the Worksheet with the materials to be cleared to the
MDA designated point of contact for Block 8 approval and submission of package to MDA/PA.

           (5) The COR/COTR will notify the contractor of the agency’s final decision regarding
the status of the request.

d. The contractor shall submit the following to the COR/COTR at least 60 days in advance of the
proposed release date:

         (1) Security and Policy Review Worksheet and one (1) electronic copy of the material to
be reviewed.

          (2) Written statement, including:
          (a) To whom the material is to be released,
          (b) Desired date for public release,
       (c) Statement that the material has been reviewed and approved by officials of the
       contractor or the subcontractor, for public release, and
       (d) The contract number.

e. The items submitted must be complete. Photographs shall have captions.

f. Outlines, rough drafts, marked-up copy (with handwritten notes), incorrect distribution
statements, FOUO information, export controlled or ITAR information will not be accepted or

g. Abstracts or abbreviated materials may be submitted if the intent is to determine the feasibility of
going further in preparing a complete paper for clearance. However, clearance of abstracts or
abbreviated materials does not satisfy the requirement for clearance of the entire paper.

Document No. MD024                                                                   7 of 17
                                       Document No. MD024                             11/15/2010

h. The MDA Director of Public Affairs (MDA/PA) is responsible for coordinating the public
release review. MDA/PA will work directly with the COR if there are questions or concerns
regarding submissions. MDA/PA will not work with contractors who have not gone through their

i. Once information has been cleared for public release, it is in the public domain and shall always
be used in its originally cleared context and format. Information previously cleared for public
release but containing new, modified or further developed information must be submitted again for
public release following the steps outlined in items a. through h. above.

j. Due to time and screening constraints, it is recommended that all “public release” packages
submitted to MDA be forwarded by a commercial overnight delivery service, addressed as follows:

           Missile Defense Agency/XX*
           Attn: COR/COTR First name, Last name*
           COR Mailing Address*
           City, State, Zip code*
* Insert name and address of COR/COTR (To be completed at contract award)

all purchase orders/subcontracts)
        a. It is anticipated that, during the performance of this contract, the Contractor may be
required to support Technical Interface/Integration Meetings (TIMS) with Contractors and other
Government agencies. If so, appropriate organizational conflicts of interest clauses, if any, will be
negotiated as needed to protect the rights of the Contractor and the Government.

        b. Interface support deals with activities associated with integration of the requirements of
this contract into BMD system plans and support of key Missile Defense Agency (MDA) program

       c. The Contractor agrees to cooperate with BMD Contractors by providing access to
technical matters; provided, however, the Contractor will not be required to provide Freedom of
Information Act protected information to non-Government entities or personnel in the absence of a
non-disclosure agreement between the Contractor and such entities.

       d. The Contractor further agrees to include a clause in each subcontract requiring
compliance with paragraph c. above, subject to coordination with the Contractor. This agreement
does not relieve the Contractor of its responsibility to manage its subcontracts effectively.

       e. Personnel from Contractors or other Government agencies are not authorized to direct the
Contractor in any manner.

       f. This clause shall not prejudice the Contractor or its subcontractors from negotiating
separate organizational conflict of interest agreements with BMD Contractors; however, these
agreements shall not restrict any of the Government's rights established pursuant to this clause or
any other contract.

Document No. MD024                                                                   8 of 17
                                      Document No. MD024                           11/15/2010

H-11 MDA VISIT AUTHORIZATION PROCEDURES (APR 2009) (Applicable to purchase
orders/subcontracts with scope requiring travel to MDA office(s) in support of
        a. The Contractor shall submit all required visit clearances in accordance with current
NISPOM regulations and will forward all visit requests, identifying the contract number, to:

               Missile Defense Agency, Huntsville
               Attention: Visitor Control
               Building 5222, Martin Road
               Redstone Arsenal, AL 35898
               Badging Office Telephone Number: (256) 313-3991

       b. The COR/COTR is authorized to approve visit requests for the PCO.

(MAY 2005) (Applicable if H-11 applies)
a. To maintain the security of the MDA spaces and information systems, the Contractor shall notify
the COR in writing whenever a prime or subcontractor employee included on the current Visit
Authorization Request/Letter no longer supports this contract. This requirement shall apply to both
Contractor and employee initiated termination of services and to temporary suspension of services.

b. The Contractor will cooperate with COR in taking the following actions (facilitating the
employee’s return of all badges, keycards, and passes). Specifically, upon notification, the COR
will work with the Technical Area Security Officer (TASO)/Office Security Manager (OSM) to
ensure timely action to:

       (1) remove the employee from the current Visit Authorization Request/Letter;

       (2) cancel any MDA badge, keycard or Pentagon Pass issued pursuant to the Visit
Authorization Request/Letter; and

       (3) terminate the MDA LAN account/access privileges.

c. The Contractor shall identify the reason for and date of termination or expected period of
suspension and submit the notification to the COR within five (5) working days prior to service
discontinuation. For unplanned termination or suspension of services, notification shall be made on
the same working day as the termination/suspension action.

               Missile Defense Agency, Huntsville
               Attention: Visitor Control
               Building 5222, Martin Road
               Redstone Arsenal, AL 35898
               Badging Office Telephone Number: (256) 313-3991

       b. The COR/COTR is authorized to approve visit requests for the PCO.

Document No. MD024                                                                9 of 17
                                       Document No. MD024                             11/15/2010
purchase orders/subcontracts with Information Technology Requirements)
        a. DoD 5200.2-R, DoD Personnel Security Program, requires Contractor personnel, who
perform work on sensitive Information Technology (IT)/Automated Data Processing (ADP)
systems (hereafter referred to as IT), to be assigned to positions which are designated at one of three
sensitivity levels (IT-I, IT-II or IT-III). These designations equate to Critical Sensitive, Non-
Critical Sensitive, and Non-Sensitive. Working on-site in any MDA Facility requires a minimum
Sensitivity of IT-II. The following investigations are required:

        IT-I designated positions require a Single Scope Background Investigation (SSBI).
        IT-II designated positions require a National Agency Check with Law and Credit (NACLC).
        IT-III positions associated with MDA are found only at Contractor’s facilities. See below
for requirement.

        b. The required investigation will be completed prior to the assignment of individuals to
sensitive duties associated with the position.

       c. For IT-III positions at the Contractor’s facility, the Contractor will forward their
employee information (completed SF 85P, Questionnaire for Positions of Public Trust), and two (2)
DD Forms 258 (Fingerprint cards) either electronically or on magnetic media to: Missile Defense
Agency, Security and Program Protection (MDA/DOSS); ATTN: Personnel Security, 7100 Defense
Pentagon, Washington, DC 20301-7100.

        d. MDA retains the right to request removal of Contractor personnel, regardless of prior
clearance or adjudication status, whose actions, while assigned to this contract, clearly conflict with
the interests of the Government. The reason for removal will be fully documented in writing by the
Contracting Officer. When and if such removal occurs, the Contractor will within 30 working days
assign qualified personnel to any vacancy(ies) thus created.

purchase orders/subcontracts where work will be performing on site at an MDA facility)
Prior to the departure of on-site Contractor employees, the departing employee shall complete an
out-processing checklist as required by MDA Directive Number 5000.01, and return the completed
checklist, with required signatures, to the cognizant COR/COTR. The COR/COTR will provide
the completed form to the PCO to be retained in the official contract file by the PCO.

(Applicable to purchase orders/subcontracts requiring accreditation in accordance with the
Department of Defense Information Technology Security Certification and Accreditation Process)
(a) Security support shall include the development, implementation, and maintenance of all security
documents, procedures, and agreements necessary to effect type and site accreditation at all
operating locations in accordance with the Department of Defense Information Technology
Security Certification and Accreditation Process (DITSCAP - DODI 5200.40).

(b) The contractor shall be responsible for all the C&A functions assigned to the Certification
Authority, Program Manager, and Developer/Integrator as outlined in DoDI 5200.40.

Document No. MD024                                                                  10 of 17
                                       Document No. MD024                            11/15/2010
(Applicable to all purchase orders/subcontracts)
       a. The following terms applicable to this clause are defined as follows:

        1. Technical Document. Any recorded information (including software) that conveys
scientific and technical information or technical data.

        2. Scientific and Technical Information. Communicable knowledge or information
resulting from or pertaining to the conduct or management of effort under this contract. (Includes
programmatic information).

        3. Technical Data. Recorded information related to experimental, developmental, or
engineering works that can be used to define an engineering or manufacturing process or to design,
procure, produce, support, maintain, operate, repair, or overhaul material. The data may be graphic
or pictorial delineations in media such as drawings or photographs, text in specifications or related
performance or design type documents, or computer printouts. Examples of technical data include
research and engineering data, engineering drawings, and associated lists, specifications, standards,
process sheets, manuals, technical reports, catalog item identifications, and related information and
computer software documentation.

       b. Except as otherwise set forth in the Contract Data Requirements List (CDRL), DD Form
1423, or paragraph e. below, the distribution of any technical documents prepared under this
contract, in any stage of development or completion, is prohibited outside of the contractor and
applicable subcontractors under this contract unless expressly authorized/directed by the
Contracting Officer in writing

       c. Except as otherwise set forth in the CDRL or otherwise directed by the government (e.g.,
paragraph d. below) all technical documents prepared under this contract shall be marked with the
following distribution statement, warning, and destruction notice:


         2. WARNING - This document/software contains technical data/software whose export is
restricted by the Arms Export Control Act (Title 22, U.S.C., Sec 2751 et seq.) or the Export
Administration Act of 1979, as amended, (Title 50, U.S.C., App 2401 et seq). Violations of these
export laws are subject to severe criminal penalties. Disseminate in accordance with provisions of
DOD Directive 5230.25.

      3. DESTRUCTION NOTICE - For classified documents, follow the procedures in DOD
5220.22M, National Industrial Security Program Operating Manual, Chapter 5, Section 7, or DOD
5200.1R, Information Security Program Regulation, Chapter 6, Section 7. For unclassified, limited
documents, destroy by any method that will prevent disclosure of contents or reconstruction of the

      d. As a part of the review of preliminary or working draft technical documents, the
Government will determine if a distribution statement less restrictive than the statement above
would provide adequate protection. If so, the Government's concurrence/comments will provide

Document No. MD024                                                                11 of 17
                                       Document No. MD024                            11/15/2010
specific instructions on the distribution statement to be marked on the final technical documents
before primary distribution.

        e. The prime and subcontractors are authorized to use technical documents generated or
held under this contract for purposes of this contract or any other MDA contract, solicitation or
program and to flow such technical documents to each other, DOD officials and other DOD
contractors having a ?need to know? in connection with this contract or any other MDA contract,
solicitation or program. When there is any doubt as to ?need to know? for purposes of this
paragraph, the Contracting Officer’s Representative (COR) will provide direction. The
authorization provided by this paragraph e. is subject to strict compliance with contract security
requirements, export control requirements, contractor proprietary restrictions/markings and/or the
provisions of any applicable non-disclosure agreements which may be in effect.

purchase orders/subcontracts that will use commercial computer software with license restrictions.)
        a. Unless otherwise approved by the PCO, commercial computer software licenses shall
designate the U.S. Government as a contingent licensee, able to replace the Contractor as the
primary licensee upon notifying the
licensor. A copy of the negotiated license shall be furnished to the PCO. Per DFARS 227.7202, the
terms of the licenses cannot be inconsistent with Federal procurement law and must satisfy user
needs. This includes the Contractor's / subcontractor's needs for the software to perform this
contract and the Government's needs for the software to accomplish the Government's ultimate
objectives. At a minimum, this shall include the rights to make an archive copy of the software, to
relocate the computer on which the software resides, to re-host the software on a different computer,
to permit access by support contractors, and to permit the Government to transfer the license to
another contractor.

       b. Nothing in this clause shall take precedence over any other clause or provision of this
contract. Government concurrence, as defined in paragraph a above, does not in any way affect the
Government's technical data rights as established by the terms and conditions of this contract.

MAP/PMAP (MAP applicable to first tier suppliers and all other mission critical suppliers. PMAP
applicable to all suppliers as required by PMAP)
The Contractor shall meet requirements defined in the Missile Defense Agency Assurance
Provisions (MAP) and the Missile Defense Agency Parts, Materials, and Processes Mission
Assurance Plan (PMAP), incorporated in Section J of this contract by reference.

The MAP shall be flowed down to all first tier suppliers and all other mission critical suppliers. The
PMAP shall be flowed down to all suppliers as required per the PMAP.

(Applicable to all purchase orders/subcontracts. Communication with the Government shall be
through Lockheed Martin)
Hardware items which are subject to Limited Rights in their associated technical data as defined in
DFARS 252.227-7013 and software items which are subject to Restricted Rights as defined in
DFARS 252.227-7014 shall not be incorporated into the design of the GMD weapon system or

Document No. MD024                                                                12 of 17
                                       Document No. MD024                            11/15/2010
models/simulations thereof under this contract without the prior written authorization of the PCO.
The Contractor’s request shall include a rough order of magnitude (ROM) estimate to perform
development if the data or software cannot be used as requested. If the PCO does not provide a
decision within 30 days of the request, the request is considered denied. In the event the PCO
authorizes inclusion of the Limited Rights technical data and/or Restricted software, such data or
software will be added as an Attachment within Section J.

Using Government assets in an Independent Research and Development (IRAD) project may be
authorized on a case by case basis. The Contractor’s request shall include an offer of consideration
for use of such Government assets. The Government will evaluate the request, including the
Contractor’s offer of consideration, and either approve, deny, or offer an alternative form of
consideration. Any such consideration will be mutually agreed to by the parties prior to use of
Government assets. Consideration should include, at a minimum, specially negotiated rights
granting the Government a license for Government Purpose Rights IAW DFARS 252.227-7013 and
252.227-7014 in the subject IRAD project. When the Contractor requests the use of Government
assets for an IRAD project, the request shall include the purpose of the IRAD project and the
potential benefit to the Government. The Contractor will be required to execute a bailment
agreement prior to the transfer or use of Government assets.

COST ESTIMATING METHODS (Applicable to all purchase orders/subcontracts – Time limits
specified in paragraphs (a), (b), and (c) shall read 1-day, 3-days, and 7-days, respectively)
The following cost estimating methods shall be used as requested by the Government:

a. Planning Estimate - The purpose of a planning estimate is to support Government planning.
Planning estimates may only be requested by the PCO. A planning estimate shall be provided to the
Government in 1-2 calendar days. This estimate is very limited in scope, involves minimal pricing
ground rules and assumptions from the Government, and is generally comprised of
ranges/parametrics. Documentation provided shall be high level scope and funding estimates by
Government fiscal year sent via email.

b. Rough Order of Magnitude (ROM) - The purpose of a ROM estimate is to support Government
budgetary decisions and potential authorization of unpriced actions in the event there is insufficient
time for a Not-to-Exceed (NTE) estimate. ROM estimates may only be requested by the PCO.
ROM estimates shall be provided to the Government within 5 calendar days. This non-binding
estimate is limited in scope, involves limited analysis, and develops a high level baseline to include
a high level SOW, schedule, and equipment lists. The ROM estimate is not generated based on
formal Basis of Estimates (BOEs) and by design provides limited supporting rationale.
Subcontractor input will be included if schedule allows. Documentation provided shall include
scope and funding estimates by Government fiscal year in a briefing package submitted by contracts
letter to the Government.

c. Not-to-Exceed (NTE) - The purpose of an NTE estimate is to support critical Government
budgetary decisions, and a binding basis on which to issue unpriced actions. NTEs may only be
requested by the PCO. NTE estimates shall be provided to the Government within 10 calendar
days. This estimate involves more in depth analysis, develops a baseline to include a statement of
work, schedule, and required equipment lists. The NTE estimate shall be based on Basis of
Estimate (BOEs) and estimated materials (as required), including supporting rationale. Applicable

Document No. MD024                                                                 13 of 17
                                       Document No. MD024                            11/15/2010
subcontractor input shall be included as required. Documentation required shall include scope and
funding estimates by Government fiscal year in a briefing package submitted by contracts letter to
the Government. The Contractor’s NTE must be valid for a minimum of one hundred eighty (180)
calendar days.

purchase orders/subcontracts. Seller is required to notify the Lockheed Martin Procurement
Representative when Seller is contacted directly by the Government)
Under the Government/Contractor organizational/interface approach (e.g., Integrated Product Team
(IPT), Team Execution Review (TER), Technical Interchange Meeting (TIM), and/or Working
Groups), Government personnel will frequently interface with Contractor/subcontractor team
members during contract performance. For this purpose, the Contractor, recognizing its privity of
contract with the Government, authorizes the Government to communicate and, where appropriate,
visit and monitor directly, and, in some instances, exclusively, with the Contractor’s subcontractors.
This access/interface is necessary to support the Government’s quality management approach,
which emphasizes systematic surveillance and evaluation techniques used to assess Contractor/
subcontractor performance stipulated in its Quality Assurance Surveillance Plan (QASP).
Government team members may offer advice, information, support, clarification, and/or facilitate
rapid Government feedback and approval of team-related products, as well as review
Contractor/subcontractor progress; however, the responsibility and accountability for successfully
accomplishing the requirements of this contract remain solely with the Contractor. The Contractor
shall not construe such advice, information, surveillance observations, reviews and clarifications by
the Government team members as Government-directed changes to the terms of this contract. The
PCO is the only individual who is authorized to direct or approve any change to the terms of this

purchase orders/subcontracts)
DFARS 252.227-7014(d) requires the written approval of the PCO before the Contractor may
incorporate any copyrighted computer software in the software to be delivered under this contract.

A request for approval to incorporate Commercial Computer Software should be accompanied by a
license that conforms with the requirements of the Commercial Computer Software Licenses clause
of this contract.

A request for approval to incorporate Open Source Software must be accompanied by the applicable
license, a detailed description of the source of the software and how it has been or will be used, and
a legal analysis of the restrictions imposed and potential risks and liabilities.

Nothing in this clause shall take precedence over any other clause or provision of this contract.
Government concurrence, as defined in paragraph a above, does not in any way affect the
Government's technical data rights as established by the terms and conditions of this contract.

COMPUTER SOFTWARE (Applicable to all purchase orders/subcontracts)

Document No. MD024                                                                 14 of 17
                                        Document No. MD024                            11/15/2010
The Contractor and its subcontractors shall provide an Attachment entitled "Identification and
Assertion of Restrictions on the Government's Use, Release, or Disclosure of Technical Data or
Computer Software" signed and dated by a responsible official of the Contractor. This Attachment
is incorporated herein by reference as if fully set forth. The Attachment identifies and provides
information pertaining to technical data (including computer software documentation) and computer
software that the contractor and subcontractors claim to qualify for delivery with less than
Unlimited Rights. The contractor agrees not to withhold delivery of the technical data or software
based on its claims. The Government shall investigate the validity of the contractor's claims and
therefore reserves all its rights regarding the technical data/software in question, to include those
rights set forth in the Rights in Technical Data - Noncommercial Items (Nov 1995) clause (DFARS
252.227-7013), the Rights in Noncommercial Computer Software and Noncommercial Computer
Software Documentation (Jun 1995) clause (DFARS 252.227-7014), and the Validation clauses at
DFARS 252.227-7019 and 252.227-7037 until a determination is made.

The Contractor shall have, maintain, and follow written procedures sufficient to assure that
restrictive legends are used only when authorized by the terms of this contract and shall maintain
records sufficient to justify the validity of any restrictive legends on any technical data or computer
software or computer software documentation delivered under this contract. The Contractor agrees
that the Government has Unlimited Rights as defined by DFARS 252.227-7013 and 252.227-7014
in any deliverable technical data or computer software or computer software documentation not
listed in the Attachment and that such data or software or documentation will not be subject to any
restrictive markings or legends.

All technical data (as defined in DFARS 252.227-7013 and DFARS 252.227-7014) furnished by the
Government is in an "as is" condition without any warranty as to its accuracy, completeness, or
adequacy. The contractor shall use this technical data at its own risk. The Government assumes no
responsibility for such furnished data/documentation nor will the Government have any liability for
equitable adjustments to the terms and conditions of this contract should such data/documentation
prove to be inaccurate, incomplete, or otherwise defective. The contractor shall use technical data
as marked and IAW DFARS 252.227-7013 and 252.227-7014.

TEST SCHEDULE ADJUSTMENTS (Applicable to Major Subcontractors who may be impacted
by Test Schedule Adjustments. In paragraph (a) “Government” means “Government or Lockheed

Adjustments made to contract price due to a change in the ground and/or flight and/or other test
schedule will be accomplished as set forth below:

A change to the test schedule between Lockheed Martin and its Customer means the movement of a
test from one test window to the next. A test window is defined as a period of time 90 days before
or after the test date as it appears in the Integrated Master Test Plan (IMTP) or a Target of
Opportunity published schedule. The movement of a test within a test window will not be grounds
for an adjustment to the contract price. Test schedule changes outside of the original test window
caused by the Contractor or the Government may result in a downward or upward adjustment to the

Document No. MD024                                                                  15 of 17
                                            Document No. MD024                                    11/15/2010
contract price. A change that is beyond the control and without the fault or negligence of the either
party will not result in an adjustment to the contract price.

orders/subcontracts – applies to only first-tier subcontractors)
 d. First Tier Subcontractors:
                (1)    Address used for subcontractor's proposal:

                    Name: ________________________________
                    Address: ________________________________

                    U.S. Congressional District for this office _______________________

                    (2) If subcontractor's place of performance is different than provided in Block d. (1)
                    Address: ________________________________

                    U.S. Congressional District for this office _______________________

COMPANY INFORMATION (Applicable to all purchase orders/subcontracts – applies to only
first-tier subcontractors)
 L-6.2 Company Information. Including its subcontractors, the Offeror shall provide the
 company/division address, identifying codes, and applicable designations, company/division's street
 address, county and facility code, Commercial and Government Entity (CAGE) code, Data
 Universal Numbering System (DUNS) code, size of business (large or small), and labor surplus area
 designation. The Offeror shall also provide the mailing address, e-mail address, telephone numbers,
 fax numbers, and facility codes for the cognizant Contract Administration Office, Defense Contract
 Audit Agency (DCAA), and Government paying office including the name, e-mail address,
 telephone number, and fax number for the Administrative Contracting Officer (ACO). Offeror shall
 provide a single point of contact and one alternate for all matters dealing with its proposal;
 including name, position title, address, telephone number, fax number, and e-mail address.

FAR Clauses

      52.216-11                 Apr-84      Cost Contract--No Fee (Applicable if your contract is cost plus no fee
      52.216-16                 Oct-97      Incentive Price Revision--Firm Target (Applicable to incentive type
                                            subcontracts. This clause can be used with subcontracts with firm
                                            targets. See FAR 52.216-17 for a clause providing successive targets.)
         52.216-9               Mar-97      Fixed Fee--Construction (Applicable to all cost plus fixed fee
                                            subcontracts for construction work)
         52.222-2                Jul-90     Payment for Overtime Premiums (This clause is in the Corpdoc
                                            Ts&Cs - please fill in “zero” at the blank in paragraph (a))
      52.222-54                 Jan-09      Employment Eligibility Verification (Applicable if your contract is for

Document No. MD024                                                                             16 of 17
                              Document No. MD024                                 11/15/2010
                              services or construction having a value of more than $3,000.)
     52.223-18       Sep-10   Contractor Policy to Ban Test Messaging While Driving (Applicable
                              for all purchase orders/subcontracts)
     52.227-21       Dec-07   Technical Data Certification, Revision, and Withholding of Payment-
                              -Major Systems (Applicable to purchase orders/subcontracts that
                              require the delivery of technical data)
     52.227-22       Jun-87   Major System--Minimum Rights (Applicable to purchase
                              orders/subcontracts that require the delivery of technical data)
     52.227-6        Apr-84   Royalty Information (Applicable to subcontracts requiring certified
                              cost or pricing data)
     52.228-3        Apr-84   Workers' Compensation Insurance (Defense Base Act). (Applies if
                              you will perform work subject to the Defense Base Act 42 U.S.C.
                              1651 et seq.)
     52.232-17       Oct-08   Interest (Applicable if your contract contains any clauses which
                              refers to an Interest clause)
     52.236-10       Apr-84   Operations and Storage Areas (Applicable to purchase
                              orders/subcontracts for construction work)
     52.236-13       Nov-91   Accident Prevention (Applicable to purchase orders/subcontracts for
     52.236-2        Apr-84   Differing Site Conditions (Applicable to all purchase
                              orders/subcontracts for construction work)
     52.236-21       Feb-97   Specifications and Drawings for Construction (Applicable to all
                              purchase orders/subcontracts for construction)
     52.236-3        Apr-84   Site Investigation and Conditions Affecting the Work (Applicable to
                              all purchase orders/subcontracts for construction work)
     52.236-7        Nov-91   Permits and Responsibilities (applicable to all purchase
                              orders/subcontracts where subcontractors will be required to obtain
                              permits for construction work)
     52.236-8        Apr-84   Other Contracts (Applicable to all purchase orders/subcontracts for
     52.236-9        Apr-84   Protection of Existing Vegetation, Structures, Equipment, Utilities,
                              and Improvements (Applicable to all purchase orders/subcontracts
                              for construction)
     52.242-2        Apr-91   Production Progress Reports (Applicable if you have been directed
                              to provide production progress reports)
   52.243-1 ALT V    Apr-84   Changes--Fixed-Price (The basic clause is already called out in
                              Corpdocs, but Alternate V will also apply if your contract is for
                              research and development)
   52.243-2 ALT V    Apr-84   Changes--Cost-Reimbursement The basic clause is already called out
                              in Corpdocs, but Alternate V will also apply if your contract is for
                              research and development.
     52.246-7        Aug-96   Inspection of Research and Development-- Fixed-Price (Applicable if
                              your purchase order/subcontract is fixed price and is for research
                              and development)
     52.246-8        May-01   Inspection of Research and Development-- Cost-Reimbursement
                              (Applicable if your purchase order/subcontract is cost reimbursable
                              and is for research and development)
     52.249-9        Apr-84   Default (Fixed-Price Research and Development) (Applicable if your
                              purchase order/subcontract is Fixed-Price and is for research and

Document No. MD024                                                            17 of 17
                              Document No. MD024                                  11/15/2010
DFARS Clauses

   252.204-7000      Dec-91   Disclosure of Information (Applicable for all purchase
   252.211-7005      Nov-05   Substitutions for Military or Federal Specifications and Standards
                              (Applicable to purchase orders/subcontracts where subcontractor
                              Single Process Initiative block changes have been approved for use)
   252.217-7028      Dec-91   Over and Above Work (Not applicable to this purchase
                              order/subcontract unless specifically stated elsewhere in the
                              agreement – may be included in purchase orders/subcontracts
                              where Over and Above Work may be required and no more specific
                              arrangement for handling such work is specified in the subcontract)
   252.222-7000      Mar-00   Restrictions on Employment of Personnel (Applicable for all
                              purchase orders/subcontracts.)
   252.225-7009      Jul-09   Restriction on Acquisition of Certain Articles Containing Specialty
                              Metals (Applicable if deliverables under your contract includes
                              specialty metals. Paragraph (d) is deleted.)
   252.225-7015      Jun-05   Restriction on Acquisition of Hand or Measuring Tools (Applicable
                              to purchase orders/subcontract that require the delivery of hand or
                              measuring tools)
   252.225-7040      Jul-09   Contractor Personnel Authorized to Accompany U.S. Armed Forces
                              Deployed Outside the United States (Applies if Seller will deploy
                              persons or otherwise provide support in the theater of operations to
                              U.S. military forces deployed outside the United States.
                              Communications with the Contracting Officer shall be made through
                              Lockheed Martin.)
   252.227-7017      Jun-95   Identification and Assertion of Use, Release, or Disclosure
                              Restrictions (Applicable for all purchase orders/subcontracts)
   252.227-7021      Mar-79   Rights in Data--Existing Works (Applies if this contract requires the
                              delivery of "existing works" as defined in the clause)
   252.237-7023      Mar-10   Continuation of Essential Contractor Services (Applicable to all
                              purchase orders/subcontracts involving essential services)
   252.243-7002      Mar-98   Requests for Equitable Adjustment (Applies to all purchase
                              orders/subcontracts over $100,000)
   252.244-7000      Aug-09   Subcontracts for Commercial Items and Commercial Components
                              (Applicable to all purchase orders/subcontracts for commercial items
                              or commercial components)
   252.246-7000      Mar-08   Material Inspection and Receiving Report (Applicable if direct
                              shipments will be made to the Government.)

Document No. MD024                                                             18 of 17

To top