Subcontract Praxis Inc by liaoqinmei

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									                                                            SUBCONTRACT NO. SUBCONTRACT NUMBER
                                                        Between Praxis, Inc. and SUBCONTRACTOR NAME

 1
 2
 3
 4
 5                                              Praxis, Inc.
 6                                   5845 Richmond Highway, Suite 700
 7                                         Alexandria, VA 22303
 8                                         Phone: (703) 837-8400
 9                                          Fax: (703) 837-8500
10
11
12                                     SUBCONTRACTOR NAME
13                                    SUBCONTRACTOR ADDRESS
14                                SUBCONTRACTOR CITY, STATE, ZIP
15                             Phone: SUBCONTRACTOR TELEPHONE NO.
16                                  Fax: SUBCONTRACTOR FAX NO.
17
18
19
20                                            Contract Type:
21                  Time and Material/Task Order or Labor-Hour/Task Order (if only labor)
22
23                                               Contract For:
24                         (Scientific), Engineering and Technical Support Services
25
26                                     Contract Period of Performance:
27                                      START DATE - END DATE
28
29                                         Contract Ceiling:
30                                 $XXX, XXX (Zero Dollars and 00/100)
31
32                                         Subcontract Number:
33                                      SUBCONTRACT NUMBER
34
35                                        Prime Contract Number:
36                                       PRIME CONTRACT NO.
37
38                                             DPAS Rating:
39                                               DO/C9




     Praxis, Inc.                                                                           Page 1 of 21
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                                                                                                         SUBCONTRACT NO. SUBCONTRACT NUMBER
                                                                                                     Between Praxis, Inc. and SUBCONTRACTOR NAME

 1                                                                                 Table of Contents
 2   PREAMBLE............................................................................................................................................................................... 3
 3   RECITALS ................................................................................................................................................................................. 3
 4   AGREEMENT ........................................................................................................................................................................... 3
 5   ARTICLE I. STATEMENT OF WORK ................................................................................................................................. 3
 6   ARTICLE II. DEFINITIONS ................................................................................................................................................... 3
 7   ARTICLE III. DELIVERABLES ............................................................................................................................................ 5
 8   ARTICLE IV. PERIOD OF PERFORMANCE ..................................................................................................................... 5
 9   ARTICLE V. PLACE OF PERFORMANCE ......................................................................................................................... 5
10   ARTICLE VI. CONSIDERATION AND PAYMENT ........................................................................................................... 5
11   ARTICLE VII. CONTRACT AND TASK MANAGEMENT ............................................................................................... 9
12   ARTICLE VIII. CONTRACT MODIFICATIONS................................................................................................................ 9
13   ARTICLE IX. CONTRACT PROVISIONS ......................................................................................................................... 10
14   ARTICLE X. INSPECTION AND ACCEPTANCE ............................................................................................................ 15
15   ARTICLE XI. LIABILITY ..................................................................................................................................................... 15
16   ARTICLE XII. COMPLIANCE WITH LAWS .................................................................................................................... 16
17   ARTICLE XIII. GENERAL PROVISIONS ......................................................................................................................... 17
18   ARTICLE XIV. ORDER OF PRECEDENCE...................................................................................................................... 20
19   ARTICLE XV. ENTIRETY OF AGREEMENT .................................................................................................................. 20
20   LIST OF EXHIBITS ............................................................................................................................................................... 21
21




     Praxis, Inc.                                                                                                                                                          Page 2 of 21
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                                                                           SUBCONTRACT NO. SUBCONTRACT NUMBER
                                                                       Between Praxis, Inc. and SUBCONTRACTOR NAME

 1                                                       PREAMBLE
 2   This Contract is made this <DAY> day of <MONTH>, 20<XX>, by and between Praxis, Inc., located at 5845 Richmond
 3   Highway, Suite 700 in Alexandria, VA, 22303, hereinafter referred to as “Praxis,” and SUBCONTRACTOR NAME located
 4   at SUBCONTRACTOR ADDRESS, SUBCONTRACTOR CITY, STATE, ZIP, hereinafter referred to as the
 5   “Subcontractor.”

 6                                                              RECITALS
 7   WHEREAS, Praxis and the Subcontractor desire to enter into a contractual relationship for the performance of work under
 8   the terms and conditions of Subcontract Number SUBCONTRACT NUMBER, entitled “Contract Name” as described in
 9   Exhibit A, Statement of Work; and
10   1. This Contract is issued as a subcontract under the terms and conditions of U.S. Government Prime Contract No. PRIME
11        CONTRACT NO. between Praxis and the Naval Research Laboratory, Washington, DC; and
12   2. Praxis and the Subcontractor desire to define their mutual rights and obligations during the performance of work under
13        this Contract; and
14   3. The Subcontractor is a supplier of Type of Services Provided; and
15   4. Praxis is engaged in the support of design, development, manufacture, integration, and planning for spacecraft and their
16        support systems; and
17   5. This Contract represents the definitive contract terms and conditions for the work contemplated by this Contract; and
18   6. Praxis and the Subcontractor desire to enter into a contract for the acquisition by Praxis of <INSERT SHORT TITLE OF
19        SUBCONTRACT>; and
20   7. The Subcontractor agrees to follow the applicable Defense Material System (DMS) Regulation provisions and all other
21        applicable regulations and orders of the Defense Priority Allocation System (DPAS) to obtain controlled materials and
22        other products and materials needed to fulfill this contract which is certified for use under DMS, Regulation 1, with the
23        rating of DO/C9. This priority classification shall be flowed down to all lower tier suppliers; and
24   8. This Contract is subject to the requirements of the Contract Security Classification Specification (DD-254), Exhibit B.
25   9. Praxis shall not be bound by and specifically objects to any term or condition whatsoever which is different from or in
26        addition to the provisions of this Contract, whether or not such term or condition will materially alter this Contract. Any
27        such term or condition shall be deemed void and of no effect whatsoever, whether contained in any order
28        acknowledgment or acceptance.
29   10. Subcontractor commencement of performance or acceptance of this Contract in any manner shall conclusively evidence
30        agreement to this Contract as written.

31                                                        AGREEMENT
32   Now, therefore and in consideration of the premises and mutual agreements hereinafter set forth, the parties hereto mutually
33   agree as follows:

34                                              ARTICLE I. STATEMENT OF WORK
35   1.   The Subcontractor agrees to sell to Praxis and Praxis agrees to purchase from the Subcontractor the specialized
36        <INSERT - SAME AS NUMBER 6 ABOVE> and/or products as described in Exhibit A, Statement of Work, and
37        Exhibit C, Contract Data Requirements List (CDRL), subject to the provisions of this Contract.
38   2.   Upon execution of this Contract, the Subcontractor will be issued Task/Purchase Orders under this Contract describing
39        the specific task(s) to be performed, the required deliverables, and authorized direct labor hours, travel, supplies,
40        materials, other direct costs (ODC), and total costs. No work effort is authorized under this Contract except as expressly
41        described in the Task/Purchase Order.

42                                                    ARTICLE II. DEFINITIONS
43   The definitions set forth below shall apply to the following terms as used in this Contract:
44       “SUBCONTRACTOR NAME” and “Subcontractor” shall mean the same within the context of this Contract.
45        “Data” shall mean all designs, dimensions, specifications, drawings, patterns, know how, or other information
46        concerning methods, manufacturing processes, equipment, gauges, and tools used in the design and manufacture of


     Praxis, Inc.                                                                                                     Page 3 of 21
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                                                                           SUBCONTRACT NO. SUBCONTRACT NUMBER
                                                                       Between Praxis, Inc. and SUBCONTRACTOR NAME
 1       products. Data may be recorded in a written or printed document, computer or electronic file, electromagnetic tape or
 2       disc, software, or any other tangible form of expression.
 3      “Day” shall mean calendar day.
 4      “DFARS” shall mean the Defense Federal Acquisition Regulation Supplement.
 5      “Direct Productive Labor Hours” or “Direct Labor Hours” shall mean those productive hours expended by the
 6       Subcontractor’s personnel to accomplish the work described within Exhibit A, Statement of Work. The terms shall not
 7       include sick leave, personal leave, vacation leave, holiday leave, or any other administrative leave or administrative
 8       support functions.
 9      “Direct materials” shall mean those materials that enter directly into the end product, or that are used or consumed
10       directly in connection with the furnishing of the end product or service.
11      “FAR” shall mean the Federal Acquisition Regulation.
12      “Government” shall mean the United States Government, including any and all of its agencies, installations, facilities,
13       and personnel.
14      “Labor-hour Contract” pursuant to FAR Subpart 16.602 shall mean a variation of the time-and-materials contract,
15       differing only in that materials are not supplied by the Subcontractor.
16      “Letter Contract” shall mean a written preliminary contractual instrument that authorizes the Subcontractor to begin
17       immediately manufacturing supplies or performing services.
18      “Naval Research Laboratory” and “NRL” shall mean the same within the context of this Contract.
19      “Parties” shall mean Praxis and the Subcontractor collectively.
20      “Personnel” shall mean the Subcontractor’s employees, subcontractors, or employees of subcontractors.
21      “Praxis, Inc.” and “Praxis” shall mean the same within the context of this Contract.
22      “Prime Contract” shall mean the contracting instrument issued by the Government for the acquisition of Products and
23       Services.
24      “Product” shall mean all goods, data, and services to be delivered under this Contract, including any components and
25       parts of such goods.
26      “Proprietary Information” shall mean all Data that is identified in writing at the time of disclosure as proprietary and
27       marked with an appropriate legend, marking, or stamp identifying the Data as proprietary to the party disclosing the
28       information, and includes any information marked with a restrictive legend as prescribed in DFARS 252.227-7013 or
29       252.227-7014 or in FAR 52.227-14.
30      “Service” or “Services” shall mean the Subcontractor’s time and effort, including any goods, supplies, materials, articles,
31       items, parts, components, or assemblies (“Products”) incidental to the performance of the Service.
32      “State” shall mean the 50 states of the United States, the District of Columbia, outlying areas of the United States, and
33       their political subdivisions.
34      “Subcontract Administrator” shall mean the representative of Praxis (or their designee), who is authorized by Praxis to
35       act on behalf of Praxis in business transactions with the Subcontractor.
36      ”Subcontractor” shall mean the entity identified in the Contract who agrees to perform services.
37      “Supplier” shall mean any and all tiers of suppliers that furnish goods, data, and services to the Subcontractor.
38      “Task Manager” shall mean the representative of Praxis authorized to issue technical direction under the Contract on
39       behalf of Praxis.
40      “Task Order” or “Purchase Order” shall mean the instrument of contracting including the Purchase Order and all
41       referenced documents used to fund and direct the Subcontractor to commence work pursuant to Article IX, Contract
42       Provisions.
43      “Time and Material” or “T&M” shall mean the procurement of supplies or services pursuant to FAR Subpart 16.601 on
44       the basis of direct labor hours at specified fixed hourly rates (which rates include direct and indirect labor, overhead, and
45       profit), and material at cost (including material handling costs, if appropriate).
46      “Work” shall mean services performed or to be performed by the Subcontractor or its employees under any
47       Task/Purchase Order.



     Praxis, Inc.                                                                                                      Page 4 of 21
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                                                                           SUBCONTRACT NO. SUBCONTRACT NUMBER
                                                                       Between Praxis, Inc. and SUBCONTRACTOR NAME
 1                                                   ARTICLE III. DELIVERABLES
 2   1.   CONTRACT DATA. The Subcontractor shall submit the deliverables required by the Task/Purchase Order and as
 3        described in Exhibit A, Statement of Work, and Exhibit C, Contract Data Requirements List (CDRL). Inspection and
 4        acceptance of the final deliverables will be accomplished in accordance with Article X, Inspection and Acceptance.
 5   2.   OTHER DELIVERABLES. The Subcontractor shall submit any other specific deliverables specified in the
 6        Task/Purchase Order. Inspection and acceptance of the final deliverables will be accomplished in accordance with
 7        Article X, Inspection and Acceptance.
 8   3.   DELIVERY. Packaging and marking of all deliverables must conform to normal commercial packing standards to ensure
 9        safe delivery at the destination. Deliverables must be delivered (i) as designated in the Task/Purchase Order or (ii) to the
10        Praxis Contracts Office at the following address:
11                                Praxis, Inc.
12                                5845 Richmond Highway, Suite 700
13                                Alexandria, VA 22303
14                                Attn: Contracts Office
15                                Phone: (703) 837-8400
16                                Fax: (703) 837-8500

17                                        ARTICLE IV. PERIOD OF PERFORMANCE
18   The period of performance for this Contract during which Task/Purchase Orders can be issued shall commence on the date of
19   Contract Award, START DATE, and terminate on END DATE. Each Task/Purchase Order shall specify that task’s specific
20   period of performance. Praxis reserves the right to alter the starting and ending dates according to the needs of Praxis or its
21   customer pursuant to the Changes Clause of Article VIII.

22                                           ARTICLE V. PLACE OF PERFORMANCE
23   Work under this Contract shall be performed at the Naval Research Laboratory located in Washington, DC, at Company
24   Name located in City, State, and at other locations as mutually acceptable and agreed upon by the parties.

25                                      ARTICLE VI. CONSIDERATION AND PAYMENT
26   1.   CONTRACT VALUE. The total price for all Products and/or Services described in Articles I and III shall not exceed
27        $XX,XXX (Zero Dollars and 00/100) (Cost and Fee), subject to the provisions contained herein. This price includes all
28        required labor, material, travel, Other Direct Costs (ODC), taxes, and accomplishing all things necessary and/or
29        incidental to performing the Statement of Work contained in Article I, Deliverables contained in Article III, and as
30        defined in specific Task/Purchase Orders authorized under this contract.
31   2.   AUTHORIZED TIME AND MATERIALS (T&M) LABOR HOUR RATES AND OTHER DIRECT COSTS. Table 1
32        contains the total Not-To-Exceed (NTE) labor dollars, labor hours, travel, and material/ODC dollars. The T&M
33        (authorized hourly) Labor Rates are attached as Exhibit H. The Contract Value stated in Table 1 sets the ceiling on the
34        contract; however, the Subcontractor shall only incur costs to the funded amount as authorized in Task/Purchase Orders.
35             Table 1. Authorized T&M Labor Rates, Hours, and ODC pursuant to Article VI Paragraph 2

                                  Category                         Hourly Rate            Hours                      Total
                  Period of Performance (x/x/xx-x/x/xx)
                   Labor – Category                                    $XX.XX                0.0             $XX,XX.XX
                   Travel                                                                                    $XX,XX.XX
                   Material/ODC                                                                              $XX,XX.XX
                  Total Contract Ceiling                                                      0.0             $XX,XX.XX
36
37   3.   RESERVED OR OPTION PERIODS: The SUBCONTRACTOR will be notified in writing of any Option Periods to be
38        exercised. Table 2 contains the NTE values for the Option Period.




     Praxis, Inc.                                                                                                      Page 5 of 21
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                                                                            SUBCONTRACT NO. SUBCONTRACT NUMBER
                                                                        Between Praxis, Inc. and SUBCONTRACTOR NAME
 1          Table 2. Option Period - T&M Labor Rates, Hours, and ODC pursuant to Article VI Paragraph 3

                                   Category                         Hourly Rate            Hours                     Total
                   Option Period (x/x/xx-x/x/xx)
                    Labor – Category                                    $XX.XX                0.0             $XX,XX.XX
                    Travel                                                                                    $XX,XX.XX
                    Material/ODC                                                                              $XX,XX.XX
                   Total Option Period Value                                                   0.0             $XX,XX.XX
 2
 3   4.   MATERIALS/OTHER DIRECT COSTS AND TRAVEL.
 4        a. MATERIALS/ODC. Material purchases are authorized on this Contract up to the Not-To-Exceed amounts stated in
 5           Article VI Paragraph 2. Any materials/ODC will be authorized in the form of a Task/Purchase Order. No fee (profit)
 6           is authorized on material purchases. OR Material purchases are not authorized on this Contract.
 7        b. TRAVEL REIMBURSEMENT. If travel is required in performance of a task, the Task/Purchase Order shall be
 8           written to indicate a dollar amount authorized for estimated travel expenses. Exhibit D, Subcontractor Travel
 9           Authorization Form, must be completed by the Subcontractor and approved by the Praxis Task Manager in advance
10           of any travel to qualify for payment by Praxis. Reimbursement of travel costs under this subcontract shall be in
11           accordance with FAR Clause 31.205-46, available at http://www.arnet.gov/far/. Key provisions of FAR Clause
12           31.205-46 are as follows:
13                 First Class or Business Class travel is unallowable under this Contract.
14                 Costs for transportation may be based on mileage rates or actual costs incurred, or on a combination thereof.
15                 Costs for lodging, meals, and incidental expenses (M&IE) may be based on per diem, actual expenses, or a
16                  combination thereof, provided the method used results in a reasonable charge.
17                As defined in FAR Clause 31.205-46, incurred costs shall be considered to be reasonable and allowable only if
18                 they do not exceed the maximum per diem rates set forth in (i) the Federal Travel Regulation (FTR) prescribed
19                 by the General Services Administration (GSA) for travel in the contiguous United States, available at
20                 http://www.gsa.gov/perdiem; (ii) the Joint Travel Regulation (JTR) for travel in Alaska, Hawaii, and outlying
21                 areas of the United States, available at http://www.gsa.gov/ftr; or (iii) the Standardized Regulations prescribed
22                 by the Department of State for travel in foreign areas, available at http://www.state.gov/m/a/als/prdm/.
23            Invoices for travel expenses must include receipts for all airfare, lodging, rental car, and any miscellaneous
24            expenses. Receipts will not be required for the M&IE allowance. Invoices for travel expenses will not be paid
25            without receipts. No reimbursement shall be claimed for meals, lodging, or other items furnished at no cost to the
26            traveler. Should the Subcontractor maintain alternative methods of travel billing under an Advance Agreement
27            pursuant to FAR Clause 31.109, the Subcontractor may bill for travel in accordance with the Subcontractor’s travel
28            policy and practices as consistently applied to all travel activities. The Subcontractor shall provide Praxis with a
29            copy of its Advance Agreement pursuant to FAR Clause 31.109 and its travel policy. The Subcontractor agrees to
30            comply with the “Fly America” Act in accordance with FAR Clause 52-247-63 which requires the use of U.S. Flag
31            air carriers whenever possible, regardless of cost or convenience, for international air travel and transportation to the
32            extent such service is available.
33   5.   FUNDING AND TASK/PURCHASE ORDERS. The Subcontractor agrees that a Task/Purchase Order (also referred to
34        as a Purchase Order) must be issued to the Subcontractor before the start of any work hereunder by the Subcontractor,
35        and furthermore, the Subcontractor understands and agrees that funding may be provided on a periodic and incremental
36        basis. The issued Task/Purchase Order will indicate the specific tasks to be performed, the number of hours authorized,
37        material and travel (if required), and the Not-to-Exceed (NTE) task total. The Subcontractor understands and agrees that
38        it will only incur costs to the funded amount in the Task/Purchase Order. The total of all orders will not exceed the
39        Contract Value in accordance with Article VI Paragraph 1. The Subcontractor is not authorized to incur costs in excess
40        of the funding authorized in each Task/Purchase Order. The Subcontractor understands and agrees that it shall not work
41        without written authorization from Praxis, and that any such work performed without written authorization shall be at
42        the Subcontractor’s own risk.
43   6.   PAYMENT. Payment to the Subcontractor shall be made based on submission of acceptable invoices and related
44        documentation as described in Article VI, Paragraph 8. The Subcontractor understands and agrees that Praxis approval
45        and payment of any of the Subcontractor's invoices against this Contract shall not be construed as any type of

     Praxis, Inc.                                                                                                      Page 6 of 21
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                                                                           SUBCONTRACT NO. SUBCONTRACT NUMBER
                                                                       Between Praxis, Inc. and SUBCONTRACTOR NAME
 1         acceptance of the prices/rates included thereon. Payment of the Subcontractor's invoices shall be subject to adjustment
 2         for any amount subsequently found to have been improperly invoiced.
 3   7.    WITHHOLDING OF PAYMENT. Failure of the Subcontractor to submit the CDRL deliverables, including the required
 4         monthly technical and financial reports, in a timely manner may result in payment being withheld. Praxis may, at its
 5         election, so long as required data remains undelivered beyond the time specified in the Task/Purchase Order, withhold
 6         payment to the Subcontractor for any item previously or subsequently delivered in an amount up to ten percent (10%) of
 7         the total value of the PO.
 8   8.    INVOICES. The Subcontractor shall furnish invoices to Praxis subsequent to the delivery of materials, supplies, or
 9         performance of services. All invoices shall reflect the exact dates covered and be supported by adequate documentation.
10         The invoices shall be detailed and in a format reasonably acceptable to Praxis. The invoices shall be signed and certified
11         with the following statement or equivalent: “I hereby certify that the above bill is correct and just, that payment
12         therefore has not been received, and that the bill is presented with the knowledge that the amount paid hereunder will
13         become the basis of a claim against the United States Government.”
14         a. All invoices shall be submitted on a monthly basis (unless otherwise authorized in advance by Praxis in writing).
15             Payment terms for valid and non-disputed monthly invoices are as follows: (i) Items received between the 1st and
16             15th of a month will be paid by the 25th of the following month. (ii) Items received between the 16th and 31st of a
17             month will be paid by the 10th of the second following month, and Praxis will endeavor to pay Net 30 subject to the
18             availability of funds from the Government. Should an invoice be outstanding for more than 45 days due to lack of
19             receipt of Government payment, Praxis will notify the Subcontractor in writing as to the cause of the delay, the
20             anticipated payment date, and actions taken to resolve the problem. Praxis will accept a faxed copy of the invoice to
21             start the time calculation for payment, but an original signed invoice must be received before payment will be made.
22         b. RESERVED OR IF NET 14: When specifically authorized in writing by Praxis, “quick-payment” terms for any
23             valid and non-disputed invoice will be Net 14. To receive Net 14 payment terms, the Subcontractor shall: (i) Submit
24             an invoice every two weeks (bi-weekly). Such invoices will be paid Net 14 days from receipt by Praxis; said invoice
25             is due to Praxis within two business days after the Subcontractor’s invoice-closing period. (ii) Praxis will accept a
26             faxed copy of the invoice to start the 14-day time calculation, but an original signed invoice must be received before
27             payment will be made. (iii) If invoices are not received by Praxis as stated above, the Net 14 payment terms shall not
28             apply, and the monthly invoicing terms outlined in Article VI, Paragraph 8(a) will apply.
29        c. All invoices shall contain the following information: (i) Invoice number, Purchase Order number; and Prime
30             Contract number; (ii) total straight time labor charges itemized by Task/Purchase Order Line Item Number, by
31             person-hours, by authorized labor rate per hour, and extended amounts; (iii) material costs (if any), including
32             applicable overhead burden, but without any fee (profit); (iv) travel and per diem costs incurred (if any), including
33             any applicable overhead burden, but without any fee (profit), using the travel/per diem rates only as set forth in
34             Article VI Paragraph 4(b); (v) other costs incurred (if any), itemized and including any applicable overhead burden,
35             but without any fee (profit); (vi) total current invoice amount and cumulative invoice billings by Task/Purchase
36             Order Number to date; (vii) total current hours worked on-site at customer’s facility and cumulative on-site hours by
37             Task/Purchase Order Number to date; (viii) total funding received and % of total funding expended by
38             Task/Purchase Order Number; and (ix) signature and certification as referenced in Article VI, Paragraph 8.
39        d. Travel receipts shall be submitted with invoices. Praxis may request additional supporting documentation to verify
40             the accuracy of direct charges claimed under this Contract, including certification of hours charged. Such
41             certification shall not be construed to include an audit of the Subcontractor’s accounting records, other than
42             verification of time charges, rates, and non-salary direct expenses. Praxis will not take dispute with any verification
43             acceptable to the Government Contracting Officer.
44        e. The Subcontractor agrees to reimburse any amounts incorrectly invoiced to and paid by Praxis.
45        f. Any Subcontractor invoice discount period shall begin when both the invoice and the supplies/services (conforming
46             to technical requirements) have been received and accepted by Praxis.
47        g. A final invoice under this Contract shall be marked “Final Invoice” and shall be submitted within 90 days after the
48             effort is completed. All materials, supplies, and services to be delivered hereunder shall be free and clear of any and
49             all liens and encumbrances whatsoever before submittal of the final invoice.
50        h. Invoices shall be addressed to the attention of the cognizant Subcontract Administrator at the address given in
51             Article III Paragraph 3.
52   9.   AUDIT AND DETERMINATION. All invoices are subject to audit by Praxis or the Government at any time, and all
53        invoices paid hereunder are subject to final determination by Praxis or the Government’s DCAA.


     Praxis, Inc.                                                                                                      Page 7 of 21
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                                                                               SUBCONTRACT NO. SUBCONTRACT NUMBER
                                                                           Between Praxis, Inc. and SUBCONTRACTOR NAME
 1          a. The Subcontractor shall maintain a separate and distinct set of accounts, records, documents, and other evidence
 2              showing and supporting (i) all allowable costs incurred; (ii) collections accruing to the Subcontractor in connection
 3              with the work under this Contract, other applicable credits, and fee accruals; and (iii) the receipt, use, and disposition
 4              of any and all Government property coming into the possession of the Subcontractor under this Contract.
 5          b. For the purposes of verifying sums and rates invoiced by the Subcontractor, the Subcontractor agrees to retain, until
 6              three years after final payment under this Contract, all books, documents, papers, and records pertaining to all
 7              transactions hereunder. The Subcontractor further agrees that during this time, Praxis or DCAA shall be granted
 8              access to and have the right to audit any and all such information during normal working hours.
 9          c. Audit will include, but not be limited to, confirmation of labor rates and hours expended, materials, travel, and other
10              direct costs expended, and subsequent reduction if said audit discloses discrepancies between invoice amounts and
11              said recorded data and/or inclusion of unallowable costs. Allowable costs shall be in accordance with Part 31 of the
12              FAR.
13          d. The Praxis standard audit procedure for any given invoice will consist of the following: (i) a random invoice
14              sampling of at least five percent (5%); (ii) the determination of an error rate, if any; and (iii) the calculation of any
15              adjustment amount by applying the percentage error rate to the total current aggregate dollar expenditure figure for
16              the entire time period in question, and then adding appropriate freight and tax considerations.
17          e. Pursuant to FAR Clause 42.705-2(b), the Subcontractor shall submit to DCAA a final indirect cost rate proposal
18              within six months following the end of its fiscal year. The Incurred Cost Electronically (ICE) Model Submission can
19              be found at www.dcaa.mil/ice.htm. Questions regarding final indirect cost rate proposals should be directed to the
20              cognizant DCAA office.
21   10.   AUDIT AND EXAMINATION OF RECORDS; NONDISCLOSURE OF COST DATA. Notwithstanding any
22         provisions of this Contract to the contrary, nothing herein shall grant to Praxis the right to examine or audit the personnel
23         records, financial books, or other records of the Subcontractor or the right to receive, inspect, or examine any disclosure
24         statement or accounting procedure of the Subcontractor unless expressly authorized by the Subcontractor. It is
25         specifically understood and agreed that any such audit, examination, or inspection will only be conducted in accordance
26         with provisions of this Contract and applicable laws and regulations. It is further provided, unless expressly authorized as
27         above, that the Subcontractor is not required to reveal its direct labor rates or indirect cost rates, excluding fee (profit), to
28         Praxis, but that the Subcontractor shall submit such information to authorized representatives of the Government upon
29         the request of Praxis.
30   11.   TRUTH IN NEGOTIATIONS. The Subcontractor shall comply with all the requirements placed upon the Subcontractor
31         by 10 USC 2306a, Cost or Pricing Data: Truth in Negotiations, as such requirements are or become applicable hereto;
32         and further, the Subcontractor shall indemnify Praxis against and hold Praxis harmless from any loss or damage under
33         Praxis’s contracts with its customer because of the Subcontractor’s noncompliance with such requirements.
34   12.   LIMITATION OF FUNDS. The cost to Praxis for the performance of all authorized Task/Purchase Orders under this
35         Contract shall not exceed the ceiling set forth in Article VI Paragraph 1. The Subcontractor shall perform the work and
36         satisfy the obligations under this Contract within the authorized funds on the Task/Purchase Order.
37   13.   NOTIFICATION REQUIREMENTS. The Subcontractor shall promptly notify the Subcontract Administrator when
38         seventy-five percent (75%) of the funds are expended.
39   14.   STOP WORK ORDER. Praxis may, at any time, by written order to the Subcontractor, require the Subcontractor to stop
40         all or any part of the work called for by this Contract for a period of 90 days and for any further period to which the
41         parties agree. Upon receipt of such an order, the Subcontractor shall forthwith comply and take all reasonable steps to
42         minimize the incurrence of costs allocable to the work effort covered by the Task/Purchase Order during the period of
43         work stoppage. An equitable adjustment shall be made in the delivery schedule or price, or both, and the Task/Purchase
44         Order shall be modified in writing accordingly, if (i) the stop work order results in an increase in the time required for, or
45         in the Subcontractor’s cost properly allocable to, the performance of any part of this Contract, and (ii) the Subcontractor
46         asserts a claim for such adjustment within 30 days after the end of the period of work stoppage.
47   15.   TERMINATION. Praxis may, by written or electronic notice, terminate this Contract and the performance of work
48         hereunder, in whole or from time to time in part, for reason of default of the Subcontractor or whenever, for any reason,
49         Praxis deems such termination to be in its best interest. Upon receipt of such notice, the Subcontractor shall terminate
50         work when and to the extent specified in the notice, terminate all orders and subcontracts to the extent they relate to the
51         work terminated, continue work not terminated, and take necessary actions for the protection of property in the
52         Subcontractor’s possession in which Praxis or the Government has or may acquire an interest. The Subcontractor and
53         Praxis shall negotiate the amount of fair compensation to be paid the Subcontractor in the event of a termination. The


     Praxis, Inc.                                                                                                           Page 8 of 21
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                                                                           SUBCONTRACT NO. SUBCONTRACT NUMBER
                                                                       Between Praxis, Inc. and SUBCONTRACTOR NAME
 1        rights of the parties shall be governed by the provisions of FAR Clause 52.249-6 Alternate IV, however, where necessary
 2        to derive proper meaning in a subcontract situation from these clauses, “Contractor” means “Subcontractor,”
 3        “Contracting Officer” means “Praxis,” “Contract” means this subcontract and “Government” means “Praxis or the
 4        Government.” However, the words “Government” and “Contracting Officer” do not change: (i) when a right, act,
 5        authorization, or obligation can be granted or performed only by the Government or the Prime Contract Contracting
 6        Officer or duly authorized representative, (ii) when title to property is to be transferred directly to the Government, and
 7        (iii) in FAR 52.227-1, 52.227-2, 52.246-23 and DFARS 252.227-7013 and 252.227-7014.

 8                                     ARTICLE VII. CONTRACT AND TASK MANAGEMENT
 9   1.   SUBCONTRACT ADMINISTRATOR. The designated Subcontract Administrator for this Contract is Ms. Kelly Davis,
10        unless otherwise specified in the Task/Purchase Order. She can be reached at (703) 837-8400, extension 2053, or by
11        email at kelly.davis@pxi.com, or as designated in the Task/Purchase Order. She has the authority to make contractual
12        commitments and to provide contractual direction on behalf of Praxis. This direction may not constitute new assignments
13        of work or changes, modifications, or amendments of such a nature as to justify a change in the terms, conditions, or
14        consideration set forth in this Contract. Routine and normal Contract correspondence involving contractual or financial
15        matters under this Contract shall be addressed as follows:
16                                Praxis, Inc.
17                                5845 Richmond Highway, Suite 700
18                                Alexandria, VA 22303
19                                Attn: Subcontract Administrator
20                                contracts@pxi.com
21   2.   TASK MANAGER. The designated Praxis Task Manager for this Contract is Ms. Laura Tomlinson, unless otherwise
22        specified in the Task/Purchase Order. The Task Manager can be reached at (703) 837-8400, ext. 2055, or by email at
23        laura.tomlinson@pxi.com, or as designated in the Task/Purchase Order. The Praxis Task Manager is the primary point of
24        contact for all technical matters under this Contract. The Task Manager is authorized to issue technical direction that
25        may include instructions providing details or otherwise completing the general scope of work set forth in applicable
26        Task/Purchase Order. This direction may not constitute new assignments of work or changes, modifications, or
27        amendments of such a nature as to justify a change in the terms, conditions, or consideration set forth in this Contract
28   3.   OTHER PRAXIS REPRESENTATIVES. Praxis representatives other than the authorized Praxis Subcontract
29        Administrator may release to the Subcontractor information applicable to this Contract. If information so provided to the
30        Subcontractor changes the contractual requirements and/or performance of the Contract, the Subcontractor shall not act
31        on that information and it shall not be contractually effective until the Subcontractor receives written contractual
32        direction to act from the authorized Praxis Subcontract Administrator.
33   4.   SUBCONTRACTOR TECHNICAL POINTS OF CONTACT. The following individuals are authorized by the
34        Subcontractor to communicate directly with their technical counterparts within Praxis and the Government to discuss and
35        resolve technical or manufacturing problems, schedule status, and overall program progress only.
36                                SUBCONTRACTOR NAME
37                                ______________________
38                                ______________________

39                                         ARTICLE VIII. CONTRACT MODIFICATIONS
40   1.   AUTHORIZED REPRESENTATIVE. Any change or modification to the terms, conditions, delivery dates, or
41        consideration occurring under the Changes Clause of Article VIII Paragraph 3, shall not be binding on either party unless
42        the appropriate document has been signed by a duly authorized representative of each party. For the purposes of this
43        Contract, the duly authorized representatives are:
44                     FOR:      Praxis, Inc.
45                               Ms. Jane Schaub, President
46                               Mr. R. Jack Chapman, Sr. Vice President
47
48
49                     FOR:      SUBCONTRACTOR NAME


     Praxis, Inc.                                                                                                     Page 9 of 21
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                                                                               SUBCONTRACT NO. SUBCONTRACT NUMBER
                                                                           Between Praxis, Inc. and SUBCONTRACTOR NAME
 1                                <INSERT NAME>
 2                                <INSERT NAME>
 3   2.   CONTRACT MODIFICATION CORRESPONDENCE. Any correspondence relating to change or modification to the
 4        terms, conditions, delivery dates, or consideration occurring under the Changes Clause of Article VIII Paragraph 3, shall
 5        be addressed to the attention of each party’s duly authorized representative at the following address.
 6                                Praxis, Inc.
 7                                5845 Richmond Highway, Suite 700
 8                                Alexandria, VA 22303
 9                                Attn: Ms. Jane Schaub, President
10
11                                SUBCONTRACTOR NAME
12                                SUBCONTRACTOR ADDRESS
13                                SUBCONTRACTOR CITY, STATE, ZIP
14                                Attn: ______________________
15   3.   CHANGES. The authority to make changes, additions, deletions, amendments, or modifications to this Contract rests
16        solely with the duly authorized Praxis representatives provided in Article VIII Paragraph 1, and such changes, additions,
17        deletions, amendments, or modifications shall not be valid unless in writing and signed accordingly, by said
18        representatives identified in Article VIII Paragraph 1. If the Subcontractor effects any change at the direction of a person
19        other than those Praxis representatives specifically identified in Article VIII Paragraph 1, said change shall be considered
20        as having been made without Praxis authority and adjustments shall not be made in the Contract price or delivery
21        schedule as a result thereof.
22         a. Praxis may, from time to time, require changes in the scope of the services of the Subcontractor to be performed
23            hereunder. Such changes that are mutually agreed upon by the parties shall be incorporated by written amendment to
24            this Contract. Praxis may, at any time by written notice and without notice to sureties or assignees, make changes
25            within the general scope of this Contract in any one or more of the following:
26                 drawings, designs, or specifications,
27                 method of shipping or packing,
28                 place of inspection acceptance or point of delivery,
29                 delivery schedule, and
30            consideration and payment.
31        b. Should any such change increase or decrease the cost or the time required for performance of this order, an equitable
32           adjustment may be requested by the Subcontractor or Praxis in the price, delivery schedule, or both. No request by
33           the Subcontractor for such adjustment will be valid unless submitted to Praxis within thirty (30) days from date of
34           such change. The request for adjustment should include charges for redundant material, work in process, and any
35           other costs involved. Any claim for cost associated with a change in the scope of the work shall be documented in
36           the detail prescribed by FAR Clause 43.203b.
37        c. Praxis’s engineering and technical personnel may from time to time render assistance to the Subcontractor
38           concerning the items or services to be furnished pursuant to this Contract. No change order will be binding unless
39           issued in writing by Praxis’s duly authorized official. Any request of action by Praxis or its customer’s technical
40           staff that the Subcontractor considers to constitute a change to the scope of this order shall be identified in writing to
41           the Praxis representatives provided in Article VIII Paragraph 1 within thirty (30) days of the alleged change. Nothing
42           contained in this clause shall relieve the Subcontractor from proceeding without delay in the performance of this
43           order as changed.

44                                           ARTICLE IX. CONTRACT PROVISIONS
45   1.   RECRUITMENT OF PERSONNEL. Neither Praxis nor the Subcontractor will recruit the employees of the other to
46        work for them nor shall either party induce the employees of the other to leave their employ for any reason during the
47        period of this agreement and an additional period of one year. Both Praxis and the Subcontractor shall be free to hire
48        employees of the other who respond to advertisements for a non-related program on an unsolicited basis.



     Praxis, Inc.                                                                                                     Page 10 of 21
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                                                                          SUBCONTRACT NO. SUBCONTRACT NUMBER
                                                                      Between Praxis, Inc. and SUBCONTRACTOR NAME
 1   2.   SUBCONTRACTING. The Subcontractor shall not subcontract any Product or Service ordered hereunder without the
 2        prior written authorization of Praxis, and the Subcontractor shall require a like agreement from immediate and lower-tier
 3        suppliers. This limitation does not apply to the purchase of standard commercial supplies, components, parts, or raw
 4        materials, and is not a restriction on authorized distributors, dealers, jobbers, or industrial suppliers. No subcontract
 5        placed by the Subcontractor under this Contract shall provide for payment on a cost-plus-percentage-of-cost basis, and
 6        any fee payable under a cost-reimbursement subcontract shall not exceed the fee limitations in FAR Clause 15.404-4(c).
 7        Any subcontract awarded to a foreign person, as defined in the International Traffic in Arms Regulations or the Export
 8        Administration Regulations, must comply with the Technical Data Controlled by ITAR and EAR clause herein.
 9   3.   CLASSIFIED, RESTRICTED, OR NON-PUBLIC DATA. Praxis agrees to apprise the Subcontractor as to any
10        information or items made available hereunder to the Subcontractor that are classified or restricted or non-public data,
11        either in Government classifications or according to Praxis classifications. The Subcontractor agrees that any such
12        material furnished to it by Praxis will be returned to Praxis at its request or upon termination of this Contract.
13   4.   PROPRIETARY INFORMATION. All proprietary, confidential, and/or trade secret information or data (including all
14        materials containing or embodying such information or data) belonging to Praxis, or entrusted to Praxis by others, and
15        becoming known to Personnel in connection with this Contract (hereinafter “Proprietary Information”), will remain the
16        exclusive property of Praxis; and Personnel will, for the term of this Contract and thereafter, preserve in confidence, not
17        disclose to others without the prior written permission of Praxis, and not use (except in the performance of work for
18        Praxis covered by this Contract) any and all Proprietary Information. At Praxis’s request at any time and, in any event,
19        upon the conclusion of all work under the applicable Task/Purchase Order(s), the Personnel involved will deliver to
20        Praxis all tangible embodiments of Proprietary Information. The Subcontractor will require all Personnel to comply with
21        the requirements of this clause. All acts and obligations assumed by Personnel, as contemplated by this clause, are part
22        of the services performed by the Subcontractor under this Contract.
23   5.   TECHNICAL DATA CONTROLLED BY ITAR AND EAR. Both parties acknowledge that information furnished
24        under this agreement may contain technical data as defined in the International Traffic In Arms Regulations (ITAR) at
25        22 CFR 120.10 or technical data as defined in the Export Administration Regulations (EAR) at 15 CFR 772. Such
26        technical data may not be exported, disclosed, or transferred to any foreign person (in the U.S. or abroad) without first
27        obtaining the proper ITAR or EAR license or other authorization. Further, the receiving party represents and warrants
28        that if it engages in the United States in the business of either manufacturing OR exporting defense articles, or
29        furnishing defense services, as defined at 22 CFR 122, the receiving party is registered with the U.S. State Department.
30        The receiving party shall presume that all technical information provided under this Contract is subject to the export
31        control laws of the United States, whether or not specifically identified or marked as such. (Note. A downloadable copy
32        of the ITAR is accessible at the DDTC web site at www.pmdtc.org. A downloadable copy of the EAR is accessible at
33        BIS web site at www.bis.doc.gov.)
34   6.   COPYRIGHTS.
35        a. The Subcontractor may establish, without prior approval of Praxis, claim to copyright in scientific and technical
36            articles based on or containing data first produced in the performance of this Contract and published in academic,
37            technical, or professional journals, symposia proceedings, or similar works.
38        b. The prior, express written permission of Praxis is required to establish the Subcontractor’s claim to copyright in all
39            other data first produced in the performance of this Contract. When claim to copyright is made, the Subcontractor
40            shall affix the applicable copyright notices of 17 USC 401 or 402 and acknowledgment of Government sponsorship
41            under the Prime Contract No. shown on the title page hereto.
42        c. For data other than computer software, the Subcontractor grants to Praxis, the Government, and others acting on
43            behalf of the Government, a paid-up, nonexclusive, irrevocable worldwide license in such copyrighted data to
44            reproduce, prepare derivative works, distribute copies to the public, and perform and display publicly by or on behalf
45            of the Government.
46        d. For computer software, the Subcontractor grants to Praxis, the Government, and others acting on behalf of the
47            Government, a paid-up, nonexclusive, irrevocable worldwide license in such copyrighted computer software to
48            reproduce, prepare derivative works, and perform and display publicly by or on behalf of the Government.
49   7.   PATENT RIGHTS. The Subcontractor further agrees to report promptly in writing to Praxis any discovery or invention
50        developed under this Contract. The Subcontractor agrees: (i) to grant the Government a nonexclusive, nontransferable,
51        irrevocable, paid-up license to practice or have practiced each subject invention throughout the world by or on behalf of
52        the Government, and (ii) to comply with the applicable Contract Clauses as incorporated into the Prime Contract hereto.




     Praxis, Inc.                                                                                                   Page 11 of 21
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                                                                              SUBCONTRACT NO. SUBCONTRACT NUMBER
                                                                          Between Praxis, Inc. and SUBCONTRACTOR NAME
 1   8.     RIGHTS IN DATA. Praxis and the Government shall have unlimited rights in: (i) data first produced in the performance
 2          of this Contract; (ii) form, fit, and function data delivered under this Contract; (iii) data delivered under this Contract
 3          (except for restricted computer software) that constitute manuals or instructional and training material for installation,
 4          operation, or routine maintenance and repair of items, components, or processes delivered or furnished for use under this
 5          Contract; and (iv) all other data delivered under this Contract.
 6   9.     RELEASE, PUBLICATION, AND USE OF DATA.
 7          a. The Subcontractor shall have the right to use, release to others, reproduce, distribute, or publish any data first
 8              produced or specifically used by the Subcontractor in the performance of this Contract, except to the extent such
 9              data may be subject to the federal export control or national security laws or regulations, or unless otherwise
10              provided in this paragraph of this clause or expressly set forth in this Contract.
11          b. The Subcontractor agrees that to the extent it receives or is given access to data necessary for the performance of this
12              Contract, which contain restrictive markings, the Subcontractor shall treat the data in accordance with such markings
13              unless otherwise specifically authorized in writing by Praxis.
14          c. The Subcontractor agrees not to assert copyright in computer software first produced in the performance of this
15              Contract without prior written permission of Praxis. When such permission is granted, Praxis shall specify
16              appropriate terms, conditions, and submission requirements to ensure utilization, dissemination, and
17              commercialization of the data. The Subcontractor, when requested, shall promptly deliver to Praxis, or to the Patent
18              Counsel designated by Praxis, a duly executed and approved instrument fully confirmatory of all rights to which
19              Praxis and its Government customer are entitled.
20   10.    CONFIDENTIALITY. The Subcontractor acknowledges that during the conduct of the contract tasks, the Subcontractor
21          may have access to and become acquainted with various trade secrets, inventions, innovations, processes, information,
22          computer programs, records, and specifications owned, licensed, or used by Praxis or its customers in connection with
23          the operation of the business including, without limitation, Praxis’s or its customer’s business and product processes,
24          methods, technologies, customer lists, accounts, and procedures. The Subcontractor agrees that it will not disclose any
25          of the aforesaid directly or indirectly, or use any of them in any manner, either during the term of this Contract or at any
26          time thereafter, except as required in the course of this engagement with Praxis. All files, records, documents,
27          blueprints, specifications, information, letters, notes, media lists, creative works, notebooks, and similar items relating to
28          the business of Praxis or its customers, whether prepared by the Subcontractor or otherwise coming into the
29          Subcontractor’s possession, shall remain the exclusive property of Praxis or its customer.
30   11.    ACCESS TO AREAS AND RECORDS. The Subcontractor will permit Praxis or Government representatives
31          reasonable access to work areas and records applicable to this Contract for general program administration at no
32          additional cost.
33   12.    GOVERNMENT PROPERTY IN POSSESSION OF THE SUBCONTRACTOR. The provisions of FAR 52.245-2 or
34          FAR 52.245-5, as applicable, are hereby incorporated into this Contract. Whenever the Subcontractor shall, under this
35          Contract, have in its possession property of the Government, the Subcontractor assumes the risk of and shall be
36          responsible for any loss of or damage to said property while said property is in the possession, control, or custody of the
37          Subcontractor. The Subcontractor shall segregate, clearly mark, and maintain complete inventory of all such property.
38          The Subcontractor will immediately notify Praxis of any loss of or damage to such property. The Subcontractor shall
39          also be liable hereunder for all losses to Praxis occasioned by the Subcontractor failure to furnish timely written notice
40          to Praxis of any loss of or damage to property of the Government suffered in transit or before receipt. The Subcontractor
41          agrees that any Government property furnished hereunder shall be used only in the performance of this Contract unless
42          otherwise approved by Praxis. As directed by Praxis, upon termination or completion of this Contract, the Subcontractor
43          will deliver such property to the extent not incorporated in delivered end-products to Praxis or its Government customer
44          in good condition subject to ordinary wear and tear.
45   13.    ORGANIZATIONAL CONFLICTS OF INTEREST. In the following provision, the terms “Government,” “Contracting
46          Officer,” and “Contractor” shall be revised to suitably identify the contracting parties herein and effect the proper intent
47          of the provision except where further clarified or modified below. “Subcontractor,” however, shall mean “Seller’s
48          Subcontractor.”
49         (a) Definitions.
50         The term “contractor” includes the Contractor and its employees, affiliates, marketing consultants (if any), consultants,
51         and subcontractors at all tiers.
52         “Organizational Conflict of Interest” (“OCI”) means that because of other activities or relationships with other persons, a
53         person is unable or potentially unable to render impartial assistance or advice to the Government, or the person’s


     Praxis, Inc.                                                                                                        Page 12 of 21
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                                                                           SUBCONTRACT NO. SUBCONTRACT NUMBER
                                                                       Between Praxis, Inc. and SUBCONTRACTOR NAME
 1       objectivity in performing the contract work is or might be otherwise impaired, or a person has an unfair competitive
 2       advantage (FAR 2.101). An OCI may result when—
 3            (1) Activities or relationships create an actual or potential conflict of interest related to the performance of the
 4                 Statement of Work (SOW) of this Contract; or
 5            (2) When the nature of the SOW on this Contract creates an actual or potential conflict of interest with respect to
 6                 the Contractor in relation to a future acquisition.
 7       “Marketing consultant,” means any independent contractor who furnishes advice, information, direction, or assistance to
 8       an offeror or any other contractor in support of the preparation or submission of an offer for a Government contract by
 9       that offeror. An independent contractor is not a marketing consultant when rendering—
10            (1) Services excluded in FAR Subpart 37.2;
11            (2) Routine engineering and technical services (such as installation, operation, or maintenance of systems,
12                 equipment, software, components, or facilities);
13            (3) Routine legal, actuarial, auditing, and accounting services; and
14            (4) Training services.
15       (b) In accordance with the guidance in FAR Subpart 9.5, the Contracting Officer has determined that potentially
16            significant organizational conflicts of interest (OCls) could result if the Contractor is allowed to participate (at any
17            level) in future Federal Government acquisitions that include requirements that may be established or affected by the
18            performance of the Statement of Work (SOW) by the Contractor under this Contract.
19       (c) It is understood and agreed that the Contractor may be ineligible (unless expressly exempted as provided in FAR
20            Part 9.5) to act as a prime contractor, subcontractor, or consultant or subcontractor to any prime contractor or
21            subcontractor at any tier, for any future requirements (for services, systems, or components of systems) procured by
22            any Federal Government activity where the Contractor, in performance of the SOW under this Contract, has
23            provided or is providing support (as described in FAR 9.505-1 through 9.505-4) that establishes or affects future
24            requirements or may affect the future competition.
25       (d) The contracting officer responsible for securing future requirements, in his/her sole discretion, may make a
26            determination to exempt the Contractor from ineligibility as described in subparagraph (c) above provided the
27            Contractor submits an acceptable mitigation plan.
28            (1) Items for consideration in a mitigation plan include the following: identification of the organizational conflict(s)
29                 of interest; a reporting and tracking system; an organizational conflict of interest compliance/enforcement plan,
30                 to include employee training and sanctions, in the event of unauthorized disclosure of sensitive information; a
31                 plan for organizational segregation (e.g., separate reporting chains); data security measures; and, non-disclosure
32                 agreements.
33            (2) The Government’s determination regarding the adequacy of the mitigation plan or the possibility of mitigation
34                 is a unilateral decision made solely at the discretion of the Government and is not subject to the Disputes clause
35                 of the contract. The Government may terminate the contract for default if the Contractor fails to implement and
36                 follow the procedures contained in any approved mitigation plan.
37            (3) Nothing contained herein shall preclude the contracting officer in future Federal Government acquisitions from
38                 making his/her own determination as to whether an OCI exists and whether any such OCI has been successfully
39                 mitigated.
40       (e) The Contractor shall apply this clause to any subcontractors or consultants who: have access to proprietary
41            information received or generated in the performance of this Contract; and/or, who participate in the development of
42            data, or participate in any other activity related to this Contract which is subject to the terms of this clause at the
43            prime contractor level.
44       (f) The Contactor agrees that it and its subcontractors at all levels shall use reasonable diligence in protecting
45            proprietary data/information that is received or generated in performance of this Contract in accordance with this
46            clause and any other clause of this Contract pertaining to the nondisclosure of information. The Contractor further
47            agrees that neither it nor its subcontractors will willfully disclose proprietary data/information that is received or
48            generated in the performance of this Contract without the prior permission of the Contracting Officer, and that
49            proprietary information shall not be duplicated, used, or disclosed, in whole or part, for any purpose other than to
50            accomplish the work required by the Contract.
51       (g) The Contractor and its Subcontractors at all levels shall inform their employees that they are required to comply
52            with the applicable requirements and restrictions contained in: restrictive markings applicable to data/information

     Praxis, Inc.                                                                                                    Page 13 of 21
     V3 0911
                                                                            SUBCONTRACT NO. SUBCONTRACT NUMBER
                                                                        Between Praxis, Inc. and SUBCONTRACTOR NAME
 1             that they receive or generate in the performance of this Contract; FAR Subpart 9.5 pertaining to actual or potential
 2             OCls; FAR 3.104 pertaining to requirements and restrictions under the Procurement Integrity Act; and, Defense
 3             FAR Supplement (DFARS) 252.204-7000 pertaining to “Disclosure of Information.”
 4        (h) The Government may disclose to the Contractor proprietary data/information it receives from other companies only
 5             in accordance with the terms and conditions under which the Government received the proprietary data/information.
 6             The Contractor agrees to enter into written information sharing agreements with all other companies whose
 7             proprietary data/information it must have access to in order to perform its responsibilities under the Contract. The
 8             Contractor shall furnish to the Contracting Officer copies of such written agreements before the Government will
 9             disclose relevant third party proprietary information to the Contractor. The Contractor shall protect such data from
10             unauthorized use or disclosure for as long as it remains proprietary in accordance with the terms of its information
11             sharing agreement with the source of the proprietary data/information. The Contractor agrees to: protect the
12             proprietary data/information of other organizations with at least the same degree of care that a reasonably prudent
13             Contractor would use to safeguard its own highly valuable data/information; and, to refrain from using proprietary
14             data/information of other organizations for any purpose other than that for which it was furnished.
15   (i) The Contractor shall not distribute reports, data, or information of any nature received or arising from its performance
16        under this Contract, except as provided by this Contract or as may be directed by the Contracting Officer.
17   (ii) The Contractor agrees that if in the performance of this Contract it discovers a potential OCI, a prompt and full
18        disclosure shall be made in writing to the Contracting Officer. This disclosure shall include a description of the actions
19        the Contractor has taken, or proposes to take, to avoid or mitigate such conflicts.
20   14. NON-DISCLOSURE OF INFORMATION. In the following provision, the terms “Government,” “Contracting Officer,”
21        and “Contractor” shall be revised to suitably identify the contracting parties herein and effect the proper intent of the
22        provision except where further clarified or modified below. “Subcontractor,” however, shall mean “Seller’s
23        Subcontractor.”
24        Data includes all data, information and software, regardless of the medium (e.g. electronic or paper) and/or format in
25        which the data exists, and includes data which is derived from, based on, incorporates, includes or refers to such data. In
26        the course of performing this subcontract, the Contractor may be or may have been given access to: Source Selection
27        Information (as defined in FAR 3.104); data that has been assigned (or data that is generated by the Contractor that
28        should be assigned) a contractually required or other Government distribution control (such as a Distribution Statement
29        prescribed in DoD Directive 5230.24); and/or data that has been given a restrictive legend by the source of the data such
30        as “business sensitive,” “proprietary,” “confidential,” or word(s) with similar meaning that impose limits on the use and
31        distribution of the data (see for example FAR 52.215-1(e)). All such data with limitations on use and distribution are
32        collectively referred to herein as “protected data.”
33        This special contract requirement supplements and implements DFARS 252.204-7000, “DISCLOSURE OF
34        INFORMATION.” As a condition to receiving access to protected data, the Contractor shall:
35             (1) prior to having access to protected data, obtain the agreement of the source of the protected data to permit access
36                 by the Contractor to such protected data;
37             (2) use the protected data solely for the purpose of performing duties under this subcontract unless otherwise
38                 permitted by the source of the protected data;
39             (3) not disclose, release, reproduce or otherwise provide or make available the protected data, or any portion thereof,
40                 to any employee of the Contractor unless and until such employee has been informed of the restrictions on use
41                 and distribution of the protected data and agreed in writing to conform with the applicable restrictions;
42             (4) not disclose, release, reproduce or otherwise provide or make available the protected data, or any portion thereof,
43                 to any non-Government person or entity (including, but not limited to, affiliates, subcontractors, successors and
44                 assignees of the Contractor), unless the Contracting Officer and the source of the protected data have prior
45                 written approval (which shall be conditioned upon the person receiving the protected data having been informed
46                 of the restrictions on use and distribution of the protected data and having agreed in writing to conform with the
47                 applicable restrictions;
48             (5) establish and execute safeguards to prevent the unauthorized use or distribution of protected data.
49        Any unauthorized use, disclosure or release of protected data may result in substantial criminal, civil and/or
50        administrative penalties to the Contractor or to the individual who violates a restriction on use or distribution of protected
51        data. Any agreement with another company regarding access to that company’s protected data shall not create any
52        limitation on the Government or its employees with regard to such data. A copy of each executed company and



     Praxis, Inc.                                                                                                      Page 14 of 21
     V3 0911
                                                                           SUBCONTRACT NO. SUBCONTRACT NUMBER
                                                                       Between Praxis, Inc. and SUBCONTRACTOR NAME
 1        individual non-disclosure agreement relating to this subcontract shall be provided to the Contracting Officer’s
 2        Representative (COR).
 3        Appropriate restrictive legends will be included by the Contractor on any copies and reproductions made of all or any
 4        part of the protected data and any data that is derived from, based upon, incorporates, includes or refers to the protected
 5        data. When the Contractor’s need for such protected data ends, the protected data shall be returned promptly to the
 6        source of the protected data with notice to the COR. However, the obligation not to use, disclose, release, reproduce or
 7        otherwise provide or make available such protected data, or any portion thereof, shall continue, even after completion of
 8        the subcontract, for so long as required by the terms of any agreement pertaining to the protected data between the
 9        Contractor and the source of the protected data, or (in the case of Government information) for so long as required by
10        applicable law and regulation. Any actual or suspected unauthorized use, disclosure, release, or reproduction of
11        protected data or violation of this agreement, of which the company or any employee is or may become aware, shall be
12        reported promptly (within one business day after discovery and confirmation) to the Contracting Officer’s Representative
13        (COR).

14                                          ARTICLE X. INSPECTION AND ACCEPTANCE
15   1.   INSPECTION. The Subcontractor expressly warrants that all items covered by this Contract shall conform to
16        specifications, drawings, samples, or other description as set forth in the Task/Purchase Order or as furnished by Praxis
17        or the Government, and that they shall be of good material and workmanship and free from known defects. All property
18        and workmanship pertaining to this Contract shall be subject, upon request of Praxis, to inspection and test by
19        representatives of Praxis and/or the Government. Final inspection shall be made by the Government after delivery is
20        made unless otherwise provided for in the Task/Purchase Order. If inspection or test, preliminary or final, by Praxis or
21        the Government, is required to be made on the Subcontractor’s premises, the Subcontractor shall furnish all reasonable
22        facilities and assistance for safe and convenient inspections and tests required by inspectors of Praxis or the Government
23        in performance of their duties. These provisions shall not relieve the Subcontractor of the obligations to make full and
24        adequate tests and inspection. Notwithstanding any prior payments or acceptance, Praxis may reject and return any items
25        not of quality ordered or not in conformance with the applicable specifications or warranties.
26   2.   FINAL ACCEPTANCE. All deliverables will be subject to final acceptance by the Government. The Contracting
27        Officer’s Technical Representative (COTR) on the Prime Contract will have the right to approve or disapprove any
28        Task/Purchase Order effort, along with its associated documentation and/or deliverable. Final acceptance shall be
29        accomplished on performance of the efforts and the delivery of the items required by the Task/Purchase Order, as well as
30        the delivery of all items specified therein in accordance with the requirements of Articles I and III hereof. The Praxis
31        Task Manager shall not unreasonably withhold acceptance of any items delivered hereunder.

32                                                       ARTICLE XI. LIABILITY
33   1.   RESPONSIBILITY FOR EMPLOYEE ACTIONS. The Subcontractor assumes sole responsibility and liability for any
34        injuries incurred or suffered by its employees in rendering any performance or services under this Contract if such
35        injuries are caused by the sole action or inaction of the Subcontractor or its employees.
36   2.   INDEMNIFICATION. The Subcontractor will indemnify and save harmless Praxis, its employees, agents, and invitees
37        from and against all liability, demands, claims, losses, costs, damages, and expenses by reason or on account of property
38        damage, death, and personal injury of whatsoever nature or kind arising out of, as a result of, or in connection with the
39        performance of this Contract which is occasioned by the actions or omissions of the Subcontractor or its subcontractors
40        or suppliers of any tier.
41   3.   INSURANCE. During the entire Contract period and irrespective of the place of performance, the Subcontractor will
42        maintain and carry liability insurance which includes but is not limited to employer’s liability, workers’ compensation,
43        general liability, public liability, property damage liability, product liability, completed operations liability, and
44        contractual liability, with reputable insurance carriers, but in no event shall such insurance amounts be less than
45        minimum statutory requirements. During the entire Contract period and irrespective of the place of performance, the
46        Subcontractor shall, at their sole cost and expense, procure and maintain the following insurance coverage in the
47        minimum limits indicated:
48         a. Commercial General Liability: $1,000,000 per person/$2,000,000 per occurrence bodily injury and/or property
49            damage (alternative. $2,000,000 combined single limit [CSL]). Coverage shall include, but not necessarily be
50            limited to, premises and operations, products, and completed operations and contracts.




     Praxis, Inc.                                                                                                   Page 15 of 21
     V3 0911
                                                                            SUBCONTRACT NO. SUBCONTRACT NUMBER
                                                                        Between Praxis, Inc. and SUBCONTRACTOR NAME
 1        b. In accordance with FAR 52.228-5, Insurance—Work on a Government Installation, whenever performance requires
 2           work on a Government installation, the Subcontractor shall, at their sole cost and expense, procure and maintain the
 3           additional following insurance coverage in the minimum limits indicated:
 4                 Automobile Liability: $1,000,000 per person/$2,000,000 per occurrence bodily injury and/or property damage
 5                  (alternative. $2,000,000 combined single limit [CSL]) covering all owned, hired, and non-owned vehicles.
 6                 Workers’ Compensation and Employer’s Liability: The workers’ compensation insurance coverage shall be as
 7                  required by the laws of the State in which the work is performed. The employer’s liability insurance limit shall
 8                  be at least $1,000,000.
 9        c. All insurance required as a part of this Contract including that under the Government installation clause herein shall
10            be placed with insurance companies that are authorized to do business under the laws of the State or States in which
11            the Government installation is located. Whenever performance hereunder requires work on a Government
12            installation, the Subcontractor shall, if requested by Praxis, provide evidence, in the form of insurance certificates,
13            that the required insurance is in place.
14        d. Insurance coverage described herein must be in place and effective before commencement of any activity that is the
15            subject of this Contract. Praxis and the Subcontractor agree to defend, hold harmless, and indemnify the other from
16            all damages and liabilities arising out of or in connection with presence on the other’s premises pursuant to this
17            Contract; provided, however, that such damage and liability shall not have been caused by the negligence of the
18            agents, subcontractors, or employees of the indemnified parties.
19        e. Any self-insured retention, deductibles, and exclusions in coverage in the policies required herein, shall be assumed
20            by, for the account of, and at the sole risk the Subcontractor and to the extent applicable shall be paid by the
21            Subcontractor. In no event shall the liability of the Subcontractor be limited to the extent of any of the minimum
22            limits of insurance required under Article XI Paragraphs 3a and 3b.
23   4.   RELIANCE ON SUBCONTRACTOR REPRESENTATIONS. The Subcontractor and Praxis acknowledge that the
24        Subcontractor is an expert, fully competent in all phases involved in producing, testing, developing, tooling,
25        manufacturing, modifying, altering, reconditioning, stocking, training, and servicing the items delivered hereunder. In
26        this context, the Subcontractor agrees that it will not deny any responsibility or obligation to Praxis or its customer
27        because any such phase was originated or accomplished by Praxis or its customer. The Subcontractor shall be
28        responsible for the items as though all phases, as set forth above, were originated and accomplished by the
29        Subcontractor. More specifically, and without limiting the above, Praxis or its customer in originating, furnishing, or
30        approving any specification, drawing, plan, change, schedule, or other document, or part thereof, or any test report, or in
31        releasing any items for production, neither accepts responsibility for nor relieves the Subcontractor from the
32        performance of all terms and conditions of this Contract. Any such acts by Praxis shall not modify, impair, or abrogate
33        any rights of Praxis under this Contract.

34                                              ARTICLE XII. COMPLIANCE WITH LAWS
35   1.   COMPLIANCE WITH THE LAW. The parties agree to comply with the provisions of any United States federal, state,
36        or local law or ordinance and all orders, rules, and regulations issued thereunder, that are applicable to the performance
37        of this Contract. The Subcontractor shall comply with all applicable federal, state, and local laws, executive orders, rules,
38        and regulations that are applicable to the performance of this Contract, including, but not limited to, the Occupational
39        Safety and Health Act of 1970 as amended (“OSHA”) and the Fair Labor Standards Act of 1938 as amended (“FLSA”).
40        The Subcontractor warrants that all representations and certifications furnished by the Subcontractor as required by law
41        or regulation in connection with this Contract are accurate, current, and complete as of the effective date of this Contract.
42        The Subcontractor agrees to indemnify and hold Praxis and its customers harmless for any loss, damage, or expenses
43        sustained because any certification or representation required by law or regulation made by the Subcontractor was false,
44        inaccurate, or incomplete or due to the Subcontractor’s non-compliance with any applicable law or regulation.
45   2.    AFFIRMATIVE ACTION. The Subcontractor understands and agrees that Praxis will enter into contracts only with
46         firms, individuals, contractors, or independent contractors subscribing to Equal Employment Opportunity/Affirmative
47         Action regulations. The non-discrimination clause contained in Section 202, Executive Order 11246, as amended by
48         Executive Order 11375, relative to equal employment opportunity for all persons without regard to race, color, religion,
49         sex, national origin, or disability, and the regulations promulgated pursuant to 41 CFR Sections 60-250 and 60-741, and
50         the implementing rules and regulations prescribed by the Secretary of Labor, are incorporated herein.
51   3.    CHOICE OF LAW. This Contract falls under the jurisdiction of the laws of the Commonwealth of Virginia and any
52         federal regulations which are applicable to the performance of this Contract. The laws of the Commonwealth of Virginia


     Praxis, Inc.                                                                                                     Page 16 of 21
     V3 0911
                                                                            SUBCONTRACT NO. SUBCONTRACT NUMBER
                                                                        Between Praxis, Inc. and SUBCONTRACTOR NAME
 1        shall govern the validity of this Contract, the construction of its terms, and the interpretation of the rights and duties of
 2        the parties hereto.
 3   4.   TAXES. Each party shall be responsible for its respective present and future taxes, duties, tariffs, fees, imports, and
 4        other charges, including, but not limited to, income, excise, import, purchase, sales, use, turnover, added value, gross
 5        receipts, gross wages, and similar assessments imposed upon such party by any taxing authority as a result of the
 6        performance of the party’s duties and responsibilities hereunder. Unless otherwise indicated in this Contract, the prices
 7        herein shall not include any federal, state, or local sales, use, or other taxes from which the Subcontractor or this
 8        transaction or procurement is exempt or for which Praxis supplies a tax exemption certificate acceptable to the taxing
 9        authorities.
10   5.   ENVIRONMENTAL REQUIREMENTS. The Subcontractor shall comply with all applicable federal, state, and local
11        laws, regulations, and ordinances relating to preservation and protection of the environment including, without
12        limitation, those relating to “Clean Air,” “Clean Water,” and the transportation, use, handling, storage, disposal, and
13        recycling of hazardous and toxic chemicals, substances, or wastes.
14   6.   COMPLIANCE WITH AND APPLICABILITY OF THE OFFICE OF FEDERAL PROCUREMENT POLICY (OFPP)
15        ACT OF 1988 (41 USC 423). The Subcontractor understands and agrees that it is acting solely on its own and for its
16        benefit, and in no way as a representative or agent of Praxis, in recruiting individuals to perform services under this
17        Contract. The Subcontractor warrants that during the conduct of the procurement of which this Contract forms a part, it
18        has complied with and will continue to comply with the requirements of FAR Clause 52.203-10 and Section 27 of the
19        OFPP Act as implemented in FAR. The Subcontractor further agrees that it shall defend, hold harmless, and indemnify
20        Praxis from and against any loss, cost, or damage incurred by Praxis under Praxis’s contract with its customers because
21        of or in connection with the Subcontractor’s violation of the OFPP Act. The rights and obligations set forth in this clause
22        shall survive completion of, final payment under, or termination of this Contract.
23   7.   GRATUITIES. Neither the Subcontractor nor its employees, agents, or representatives shall offer or extend any
24        gratuities, such as gifts, entertainment, or personal discounts, to any Praxis employees regardless of the purpose or intent
25        of the offer.

26                                              ARTICLE XIII. GENERAL PROVISIONS
27   1.   GOVERNMENT PRIME CONTRACT. The Subcontractor will comply with all pertinent acquisition regulations of any
28        Government agency funding this Contract, and agrees to accept as its obligation the provisions of the Federal Acquisition
29        Regulation (FAR) or equivalent Federal Procurement Regulation (FPR), and the Defense FAR Supplement (DFARS) as
30        are included in the Praxis Government Prime Contract or subcontract, which regulations are incorporated herein by
31        reference.
32         a. The terms and conditions of the General Provisions and Contract Clauses of the NRL Prime Contract No. PRIME
33             CONTRACT NO. that are applicable to this Contract are incorporated in Exhibit E hereto.
34         b. The FAR and DFARS clauses incorporated in Exhibit E hereto, where applicable by their terms, are incorporated
35             herein by reference as if set forth in full text. The effective version of each FAR or DFARS clause shall be the same
36             version as that which appears in the Prime Contract, or higher-tier subcontract, under which this Contract is a
37             subcontract. If any of the clauses are not applicable by their terms they shall be self-deleting. Whenever said clauses
38             include a requirement for the resolution of disputes between the parties in accordance with the “Disputes” clause
39             herein, the dispute shall be disposed of in accordance with the clause entitled “Disputes” herein.
40         c. Except for references made to the Government’s Disputes clause, any conflict or inconsistency between the
41             provisions listed in the FAR/DFARS clause citations and the clauses set forth elsewhere in this Contract and
42             conditions shall be resolved in favor of the former.
43         d. Where necessary to derive proper meaning in a subcontract situation from these clauses, “Contractor” means
44             “Subcontractor,” “Contracting Officer” means “Praxis,” “Contract” means this Subcontract and “Government”
45             means “Praxis or the Government.” However, the words “Government” and “Contracting Officer” do not change: (i)
46             when a right, act, authorization, or obligation can be granted or performed only by the Government or the Prime
47             Contract Contracting Officer or duly authorized representative, (ii) when title to property is to be transferred directly
48             to the Government, and (iii) in FAR 52.227-1, 52.227-2, 52.246-23 and DFARS 252.227-7013 and 252.227-7014.
49         e. The required Representations and Certifications are attached as Exhibit F.
50   2.    SUCCESSORS AND ASSIGNS. All of the provisions of this Contract shall be binding upon and inure to the benefit of
51         the parties hereto and their respective heirs, successors, and assigns. Any assignment by the Subcontractor of this
52         Contract or performance of work hereunder, in whole or in part, shall be void unless consented to by Praxis in writing


     Praxis, Inc.                                                                                                      Page 17 of 21
     V3 0911
                                                                           SUBCONTRACT NO. SUBCONTRACT NUMBER
                                                                       Between Praxis, Inc. and SUBCONTRACTOR NAME
 1        and Praxis shall have no obligations to any assignee of the Subcontractor under any assignment not consented to in
 2        writing by Praxis. This shall not apply to assignments of proceeds by the Subcontractor. The merger or consolidation of
 3        Praxis into or with any other entity shall not terminate this Contract.
 4   3.   WAIVER OF DEFAULT. Any failure by Praxis at any time, or from time to time, to enforce or require the strict
 5        keeping and performance by the Subcontractor of any of the terms or conditions of this Contract shall not constitute a
 6        waiver by Praxis of a breach of any such terms or conditions in any way, or the right of Praxis at any time to avail itself
 7        of such remedies as it may have for any such breach or breaches of such terms or conditions. Waiver by one party hereto
 8        of breach of any provision of this Contract by the other shall not operate or be construed as a continuing waiver.
 9   4.   SUBCONTRACTOR CORPORATE IDENTITY. Praxis agrees to maintain the Subcontractor’s corporate identity in
10        Praxis deliverable work products to the procuring activity. Further, in order for the Subcontractor to maintain quality
11        assurance of its work products, Praxis agrees not to alter the Subcontractor’s work products without mutual consent.
12   5.   ADEQUATE ASSURANCE OF PERFORMANCE. If at any time Praxis has reasonable grounds for insecurity whether
13        the Subcontractor’s performance will be full, timely, and continuing in accordance with the requirements of this
14        Contract, Praxis may request, by written notice to the Subcontractor, satisfactory assurances in writing that the
15        Subcontractor is able or willing to perform all of its respective obligations under this Contract. The Subcontractor shall
16        provide with its assurances of performance any information, reports, or other materials, prepared by the Subcontractor as
17        Praxis may reasonably request. Upon Praxis’s request and as soon as practicable, the Subcontractor shall make available
18        employees, including members of the Subcontractor’s senior management, to meet with Praxis to discuss those
19        assurances of performance. If the Subcontractor does not provide adequate written assurances within fifteen (15) days of
20        Praxis’s written notice and request, Praxis may, at its option, treat this Contract as breached or canceled by the
21        Subcontractor.
22   6.   EXCUSABLE DELAYS. All Services furnished hereunder shall be furnished at the time specified on the Task/Purchase
23        Order or any Change Order thereto. However, the Subcontractor shall not be charged for any liability for failure or delay
24        in furnishing such Services when such failure or delay is due to causes beyond the control and without the fault or
25        negligence of the Subcontractor; provided, that the Subcontractor gives to Praxis prompt notice in writing when it
26        appears that such cause will delay the furnishing of such Services. Correspondingly, Praxis shall be excused for failure
27        or delay in performance of this Contract due to causes beyond its control and without its fault or negligence.
28   7.   DISPUTES AND ARBITRATION.
29        a. Any dispute that may arise under or in connection with this Contract with respect to the rights, duties, or
30             obligations of the Parties shall be reduced to writing and submitted for resolution to ascending levels of
31             management of the respective Parties up to the President/Chief Executive Officer of Praxis, and the Subcontractor’s
32             equivalent executive level.
33        b. Any dispute that cannot be resolved to both Parties’ mutual satisfaction, after good faith negotiations, within ninety
34             (90) calendar days from the date the written claim is received by the other party, or such additional time as the
35             Parties agree upon, in writing, either party may submit the dispute to arbitration.
36        c. Any controversies arising out of the terms of this Contract or its interpretation shall be settled in the
37             Commonwealth of Virginia in accordance with the rules of the American Arbitration Association, and the judgment
38             upon award may be entered in any court having jurisdiction thereof. The decision rendered shall be final and
39             binding on the Subcontractor and Praxis. Pending settlement or final decision of any such dispute, the
40             Subcontractor shall proceed diligently with the performance of this Contract according with the directions of
41             Praxis.
42        d. Notwithstanding any provisions herein to the contrary, if a dispute under this Contract involves issues which can be
43             included in a claim by Praxis pursuant to the “Disputes” provisions of its higher-tier contract: (i) Praxis may
44             include such issues in a claim against the Government or higher-tier contractor pursuant to the disputes procedure
45             of Praxis’s higher-tier contract and Praxis may invite the Subcontractor to participate in the prosecution and share
46             in the expense of such dispute; or (ii) the Subcontractor may at its own expense and subject to Praxis approval
47             (which shall include a sponsorship agreement) and in the name of Praxis, submit such issues to the higher-tier
48             contract. The Subcontractor shall provide a certification in accordance with FAR 52.233-1 and a copy of the claim
49             package prior to Praxis approval. If, in accordance with (i) or (ii), the Subcontractor prosecutes or participates in
50             the prosecution of such higher-tier contract dispute, it shall not resort to other means for settling the related issues
51             involved under the Contract, and it shall abide by the final decision of such higher-tier disputes procedure, provided
52             Praxis, if it chooses not to exhaust its right of appeal under such procedure, gives the Subcontractor the opportunity
53             to take any available appeal.


     Praxis, Inc.                                                                                                     Page 18 of 21
     V3 0911
                                                                           SUBCONTRACT NO. SUBCONTRACT NUMBER
                                                                       Between Praxis, Inc. and SUBCONTRACTOR NAME
 1   8.    NOTIFICATION OF DEBARMENT/SUSPENSION. The Subcontractor shall provide prompt written notice to Praxis
 2         if, at any time during the performance of this Contract, the Subcontractor is suspended, debarred, or declared ineligible
 3         for contract award, or has received notice that any Government department or agency is considering suspension or
 4         debarment of the Subcontractor.
 5   9.    RELATIONSHIP OF THE PARTIES; SUBCONTRACTOR PERSONNEL. The Subcontractor’s relationship to Praxis
 6         shall be that of a subcontractor and this Contract does not create an agency, partnership, or joint venture relationship
 7         between Praxis and the Subcontractor. Personnel supplied by the Subcontractor hereunder shall be deemed employees of
 8         the Subcontractor and shall not for any purposes be considered employees or agents of Praxis.
 9   10.   WORK INTERRUPTIONS. Notwithstanding any other provision of this Contract, Praxis shall not compensate
10         Subcontractor in any sum or manner whatsoever, including travel, per diem or other costs or allowances, for any day
11         Subcontractor's personnel do not perform their services, including but not limited to non-performance resulting from any
12         strike, picket line, or other labor disturbance.
13   11.   SUBCONTRACTOR PERSONNEL.
14         a. All personnel assigned by the Subcontractor to perform the Services to be furnished hereunder shall be capable,
15               skilled, qualified, and competent to perform such Services.
16         b. If this Contract requires the Subcontractor’s personnel to enter Praxis or Praxis’s customer’s premises, the
17               Subcontractor agrees to have its personnel, engaged in the performance of Services hereunder, report to the
18               customer’s premises at times to be specified by Praxis, so that the Customer may provide said personnel with
19               identification badges, which will permit such personnel to enter and leave the premises where the work is to be
20               performed. The Subcontractor further agrees that said badges shall be worn by said personnel, in a conspicuous
21               place upon the person of each of its personnel, when such personnel are in, on, or about the premises. The
22               Subcontractor further agrees to abide by and comply with, and require its employees to abide by and comply with,
23               such rules and regulations pertaining to plant security as may be prescribed by Praxis and/or the Government
24               customer.
25         c. The Subcontractor will ensure that any Subcontractor personnel assigned to work on Praxis or its customer’s
26               premises shall comply with any on-premises guidelines. All persons, property, and vehicles entering or leaving
27               Praxis or its customer’s premises may be subject to search. Furthermore, if this Contract is for work efforts on-site
28               at the Naval Research Laboratory, Washington, DC, the Subcontractor must comply with the Requirements for On-
29               Site Contractors in Exhibit G for any efforts performed at that facility.
30         d. At all times the Subcontractor shall use suitable safety precautions, including, as a minimum, those safety
31               precautions issued in instructions and directions by Praxis or Praxis’s customer. Such safety precautions shall
32               include, but not be limited to, the use of proper materials, tools, equipment, and other safeguards, as appropriate.
33         e. Discipline of Subcontractor's employees shall be Subcontractor's responsibility. Praxis may require the
34               Subcontractor to remove from its or its customer’s premises any employee, agent, or representative of the
35               Subcontractor, or any of its subcontractors, Praxis deems incompetent, careless, or otherwise objectionable. The
36               Subcontractor shall remove such employee, agent, or representative from the premises immediately.
37         f. The Subcontractor and the Subcontractor’s personnel shall also comply with all applicable rules, regulations, and
38               orders of the Occupational Safety and Health Act of 1970 (P.L. 91–596, 29 USC 651-678), as amended, and all
39               applicable safety laws, rules, regulations, and orders of the United States and the State wherein this Contract is
40               being performed. The Subcontractor agrees to defend, hold harmless, and indemnify Praxis from and against any
41               noncompliance by the Subcontractor with any of the above laws, rules, regulations, and orders as may be
42               applicable.
43   12.   PUBLICITY AND RELEASE OF INFORMATION TO THE PUBLIC. The Subcontractor shall not, without the prior
44         consent of Praxis, make any release of information concerning this Contract (other than to the Subcontractor’s
45         employees) nor use the name of Praxis in any advertising or publicity. It is also agreed that no advertising publicity
46         matter having or containing any reference to Praxis or its Government customers or in which the name of Praxis or its
47         Government customers is mentioned shall be made use of by the Subcontractor or anyone on the Subcontractor’s behalf
48         unless the same shall have first been submitted to, and received the written approval of, an authorized representative of
49         Praxis or its Government customers.
50   13.   SURVIVAL. All indemnities, warranties, and representations made under this Contract, and all accrued obligations
51         under the clauses entitled “Classified, Restricted, or Non-Public Data” (Article IX Paragraph 3), “Proprietary
52         Information” (Article IX Paragraph 4), and “Technical Data Controlled by ITAR and EAR” (Article IX Paragraph 5),
53         will survive cancellation or termination of this Contract. Cancellation or termination of this Contract will not affect


     Praxis, Inc.                                                                                                    Page 19 of 21
     V3 0911
                                                                          SUBCONTRACT NO. SUBCONTRACT NUMBER
                                                                      Between Praxis, Inc. and SUBCONTRACTOR NAME
 1       operation of those provisions of this Contract which, by their terms, survive or are required to survive in order to
 2       effectuate the intent of the parties, as reflected by this Contract.
 3   14. NOTICES. Any and all notices, demands, or other communications required or desired to be given hereunder by any
 4       party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in the
 5       United States mail, certified or registered, postage prepaid, return receipt requested. If such notice or demand is served
 6       personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand, or
 7       other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in
 8       the United States mail addressed to the party to whom such notice, demand, or other communication is to be given as
 9       follows:
10                    IF TO: SUBCONTRACTOR NAME
11                               SUBCONTRACTOR ADDRESS
12                               SUBCONTRACTOR CITY, STATE, ZIP
13
14                    IF TO: Praxis, Inc.
15                           5845 Richmond Highway, Suite 700
16                           Alexandria, VA 22303-1400
17   Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided
18   above.

19                                          ARTICLE XIV. ORDER OF PRECEDENCE
20   In the event of any inconsistencies between the terms and conditions of this Subcontract, the inconsistency shall be resolved
21   by giving precedence in the following order:
22   1. This Contract;
23   2. The Task/Purchase Order;
24   3. The General Provisions; and
25   4. All other terms and conditions of this Contract whether incorporated by reference or otherwise.

26                                          ARTICLE XV. ENTIRETY OF AGREEMENT
27   1.   ENTIRE UNDERSTANDING. This Contract integrates, merges, and supersedes, where conflicting, any and all prior
28        offers, communications, negotiations, and agreements, written or oral, concerning the subject matter hereof and, together
29        with exhibits, attachments, referenced documents, and any Task/Purchase Order(s) issued hereunder, constitutes the
30        entire agreement between the parties and may be modified only by a written instrument executed by an authorized agent
31        of Praxis.
32   2.   HEADINGS. Paragraph headings are not to be considered a part of this Contract and are not intended to be a full and
33        accurate description of the contents hereof.
34   3.   ELECTRONIC CONTRACTING. The parties agree that if this Contract is transmitted electronically neither party shall
35        contest the validity of this Contract, or any acknowledgement thereof, on the basis that this Contract or
36        acknowledgement contains an electronic signature or authorization.
37   4.   MODIFICATION OR AMENDMENT. No amendment, change, or modification of this Contract shall be valid unless in
38        writing and signed by the parties hereto. This Contract is held unless all required signatures are evident below.
39   5.   UNENFORCEABILITY OF PROVISIONS. If any provision of this Contract, or any portion thereof, is held to be
40        invalid and unenforceable, then the remainder of this Contract shall nevertheless remain in full force and effect.
41
42   IN WITNESS WHEREOF the undersigned have executed this Contract as of the day, month, and year first written above.
43




     Praxis, Inc.                                                                                                  Page 20 of 21
     V3 0911
                                                                          SUBCONTRACT NO. SUBCONTRACT NUMBER
                                                                      Between Praxis, Inc. and SUBCONTRACTOR NAME
 1   Praxis, Inc.                                                          SUBCONTRACTOR NAME
 2
 3   By:       _______________________________                             By:      ________________________________
 4                  Signature of Subcontract Administrator                             Signature of Authorized Representative

 5   Title:    _______________________________                             Title:   ________________________________

 6   Date:     __________                                                  Date:    __________
 7
 8
 9   By:       _______________________________
10              Signature of Sr. Management Representative

11   Title:    _______________________________

12   Date:     __________
13
14
15                                                           LIST OF EXHIBITS
16   Exhibit A, Statement of Work
17   Exhibit B, Contract Security Classification Specification (DD-254)
18   Exhibit C, Contract Data Requirements List (CDRL)
19   Exhibit D, Subcontractor Travel Authorization Form
20   Exhibit E, General Provisions and Contract Clauses of NRL Prime Contract No. PRIME CONTRACT NO.
21   Exhibit F, Representations and Certifications
22   Exhibit G, Requirements for On-Site Contractors
23   Exhibit H, T&M (Authorized Hourly) Labor Rates for Fiscal Year 20<XX>




     Praxis, Inc.                                                                                                Page 21 of 21
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