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									     BAE SYSTEMS
     DOC 1 INT


                                                         GENERAL PROVISIONS
                                        INTERNATIONAL COMMERCIAL SUBCONTRACTS/PURCHASE ORDERS

     1      Acceptance of Contract/Terms and Conditions                                23   Language and Standards
     2      Applicable Laws                                                            24   Maintenance of Records
     3      Assignment                                                                 25   New Materials
     4      Changes                                                                    26   Offset Credit/Cooperation
     5      Contract Direction                                                         27   Open Source Software
     6      Customer Communication                                                     28   Packing and Shipment
     7      Default                                                                    29   Parts Obsolescence
     8      Definitions                                                                30   Payments, Taxes, and Duties
     9      Disputes/Jury Waiver                                                       31   Precedence
     10     Electronic Contracting                                                     32   Quality Control System
     11     Export Control                                                             33   Release of Information
     12     Extras                                                                     34   Severability
     13     Foreign Corrupt Practices Prohibition                                      35   Stop Work Order
     14     Furnished Property                                                         36   Survivability
     15     Gratuities/Kickbacks Prohibition                                           37   Termination for Convenience
     16     Importer of Record                                                         38   Timely Performance
     17     Independent Contractor Relationship                                        39   Waiver, Approvals, and Remedies
     18     Information of BAE SYSTEMS                                                 40   Warranty
     19     Information of Seller
     20     Inspection and Acceptance
     21     Insurance/Entry on BAE SYSTEMS or Customer Property
     22     Intellectual Property


1.        ACCEPTANCE              OF       CONTRACT/TERMS                 AND                     applicable laws, orders, rules, regulations, or ordinances
          CONDITIONS                                                                              by SELLER, its directors, officers, employees, agents,
                                                                                                  suppliers, or subcontractors at any tier, BAE SYSTEMS
          (a)   This Contract integrates, merges, and supersedes any prior                        may proceed as provided for in subparagraph 2(b)(3)
                offers, negotiations, and agreements concerning the subject                       below.
                matter hereof and constitutes the entire agreement between
                the parties.                                                                      (3)      Upon the occurrence of any of the circumstances
                                                                                                  identified in subparagraph 2(b)(2) above, BAE SYSTEMS
          (b)   SELLER’s acknowledgment, acceptance of payment, or                                may make a reduction of corresponding amounts (in
                commencement of performance, shall constitute SELLER’s                            whole or in part) in the price, or in the costs and fee, of
                unqualified acceptance of this Contract.                                          this Contract or any other contract with SELLER, and/or
                                                                                                  may demand payment (in whole or in part) of the
          (c)   ADDITIONAL OR DIFFERING TERMS OR                                                  corresponding amounts. SELLER shall promptly pay
                CONDITIONS PROPOSED BY SELLER OR                                                  amounts so demanded.
                INCLUDED IN SELLER’S ACKNOWLEDGMENT
                HEREOF ARE HEREBY OBJECTED TO BY BAE                                        (c)   SELLER represents that each chemical substance
                SYSTEMS AND HAVE NO EFFECT UNLESS                                                 constituting or contained in Work sold or otherwise
                EXPRESSLY ACCEPTED IN WRITING BY BAE                                              transferred to BAE SYSTEMS hereunder is on the list of
                SYSTEMS.                                                                          chemical substances compiled and published by the
                                                                                                  Administrator of the United States Environmental
                                                                                                  Protection Agency pursuant to the United States Toxic
2.        APPLICABLE LAWS
                                                                                                  Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as
                                                                                                  amended.
          (a)   This Contract and all matters arising from or related to it
                shall be governed by and construed in accordance with the
                                                                                            (d)   SELLER shall provide to BAE SYSTEMS with each
                law of the State within the United States from which this
                                                                                                  delivery any Material Safety Data Sheet (29 C.F.R.
                Contract is issued, excluding its choice of law rules. The
                                                                                                  1910.1200) applicable to the Work in conformance with
                provisions of the “United Nations Convention on Contracts
                                                                                                  and containing such information as required by the United
                for the International Sales of Goods” shall not apply to this
                                                                                                  States Occupational Safety and Health Act of 1970 (29
                Contract.
                                                                                                  U.S.C. Sec. 651 et seq.) and regulations promulgated
                                                                                                  thereunder, or its state approved counterpart.
          (b)   (1)      SELLER shall comply with all applicable laws,
                orders, rules, regulations and ordinances of the United States
                and the country where SELLER will be performing this                   3.   ASSIGNMENT
                Contract. SELLER shall procure all licenses, permits, pay
                all fees and other required charges necessary to conduct its                Any assignment of SELLER’s contract rights or delegation of
                business, all at SELLER’s expense.                                          duties shall be void, unless prior written consent is given by
                                                                                            BAE SYSTEMS.
                (2)     If: (i) BAE SYSTEMS' contract price or fee is
                reduced; (ii) BAE SYSTEMS' costs are determined to be
                unallowable; (iii) any fines, penalties or interest are assessed
                on BAE SYSTEMS; or (iv) BAE SYSTEMS incurs any
                other costs or damages; as a result of any violation of


     BAEDOC 1 INT (12/05)
                                                                                   1
4.    CHANGES                                                                     7.   DEFAULT

      (a)   The BAE SYSTEMS Procurement Representative may at                          (a)   BAE SYSTEMS, by written notice, may terminate this
            any time, by written notice, and without notice to sureties or                   Contract for default, in whole or in part, if SELLER fails
            assignees, make changes within the general scope of this                         to comply with any of the terms of this Contract, fails to
            Contract in any one or more of the following: (i) technical                      make progress as to endanger performance of this
            requirements and descriptions, specifications, statement of                      Contract, or fails to provide adequate assurance of future
            work (“SOW”), drawings or designs; (ii) shipment or                              performance. SELLER shall have ten (10) days (or such
            packing methods; (iii) place of delivery, inspection or                          longer period as BAE SYSTEMS may authorize in
            acceptance; (iv) reasonable adjustments in quantities or                         writing) to cure any such failure after receipt of notice
            delivery schedules or both; (v) amount of BAE SYSTEMS                            from BAE SYSTEMS.             Default involving delivery
            furnished property; and (vi) if this Contract includes                           schedule delays shall not be subject to the cure provision.
            services: (x) description of services to be performed; (y) time
            of performance (e.g., hours of the day, days of the week,                  (b)   BAE SYSTEMS shall not be liable for any Work not
            etc.); and (z) place of performance. SELLER shall comply                         accepted; however, BAE SYSTEMS may require
            immediately with such direction.                                                 SELLER to deliver to BAE SYSTEMS any supplies and
                                                                                             materials, and drawings that SELLER has specifically
      (b)   If any such change causes an increase or decrease in the cost                    produced or acquired for the terminated portion of this
            of, or the time required for, performance of any part of this                    Contract. BAE SYSTEMS and SELLER shall agree on the
            Contract, BAE SYSTEMS shall make an equitable                                    amount of payment for these other deliverables.
            adjustment in the Contract price and/or delivery schedule,
            and modify this Contract accordingly. Changes to the                       (c)   SELLER shall continue all Work not terminated.
            delivery schedule will be subject to a price adjustment only.
                                                                                       (d)   If after termination under paragraph 7(a), it is later
      (c)   Any claim for an equitable adjustment by SELLER must be                          determined that SELLER was not in default, such
            submitted in writing to BAE SYSTEMS Procurement                                  termination shall be deemed a Termination for
            Representative within 30 days from the date of notice of the                     Convenience.
            change, unless BAE SYSTEMS and SELLER agree in
            writing to a longer period.                                           8.   DEFINITIONS

      (d)   Failure to agree to any adjustment shall be resolved in                    The following terms shall have the meanings set forth below:
            accordance with paragraph 9 “Disputes/Jury Waiver.”
            However, nothing contained in this paragraph 4 shall excuse                (a)   “BAE SYSTEMS” means the BAE SYSTEMS legal
            SELLER from proceeding without delay in the performance                          entity as identified on the face of the Contract.
            of this Contract as changed.
                                                                                       (b)   “BAE SYSTEMS Procurement Representative” means the
5.    CONTRACT DIRECTION                                                                     person authorized by BAE SYSTEMS’ cognizant
                                                                                             procurement organization to administer and/or execute this
      (a)   Only the BAE SYSTEMS Procurement Representative has                              Contract.
            authority to make changes in, to amend, or modify this
            Contract. Such changes, amendments or modifications must                   (c)   “Contract” means the instrument of contracting, such as
            be in writing.                                                                   “PO”, “Purchase Order”, or other such type designation,
                                                                                             including all referenced documents, exhibits and
      (b)   BAE SYSTEMS program, operations, engineering, technical,                         attachments.      If these terms and conditions are
            or other personnel may from time to time render assistance,                      incorporated into a “master” agreement that provides for
            give technical advice, discuss, or exchange information with                     releases, (in the form of a purchase order or other such
            SELLER’s personnel concerning the Work hereunder. Such                           document) the term “Contract” shall also mean the release
            actions shall not be deemed to be a change under paragraph 4                     document for the Work to be performed.
            “Changes” and shall not be the basis for equitable
            adjustment. If SELLER believes the foregoing creates an                    (d)   “Customer” means the entity with whom BAE SYSTEMS
            actual or constructive change, SELLER shall notify the BAE                       has or anticipates having a contractual relationship to
            SYSTEMS Procurement Representative and shall not accept                          provide services or goods that utilize or incorporate the
            such direction or perform said action unless authorized under                    Work. For purposes of paragraphs 14 (FURNISHED
            subparagraph 5(a).                                                               PROPERTY) and 17 (INDEPENDENT CONTRACTOR
                                                                                             RELATIONSHIP), “Customer” shall include any higher
      (c)   Except as otherwise provided herein, all notices to be                           tier contractor(s).
            furnished by SELLER shall be sent to the BAE SYSTEMS
            Procurement Representative.                                                (e)   “Electronic Signature” means an electronic sound, symbol,
                                                                                             or process attached to or logically associated with a record
6.    CUSTOMER COMMUNICATION                                                                 and executed or adopted by a person with the intent to sign
                                                                                             the record.
      BAE SYSTEMS shall be solely responsible for all liaison and
      coordination with the Customer or any higher tier contractor(s) as               (f) “Open Source” means with respect to Software and any
      it affects this Contract or any Work thereunder or related thereto.                  licenses of same, that Software provided under a license
      Except as required by law, SELLER shall not communicate with                         which permits the user to run, copy, distribute, study,
      the Customer, and any higher tier contractor(s), with respect to this                change, modify and/or improve the Software but which
      Contract or any Work thereunder or related thereto, without prior                    prohibits the user from: (a) withholding improvements
      approval of the BAE SYSTEMS Procurement Representative.                              and/or modifications made by the user to the source code
      SELLER shall promptly notify BAE SYSTEMS of any                                      when and/if user thereafter distributes the Software; and/or
      communications, initiated by the Customer or any higher tier                         (b) adding restrictions on use when redistributing or
      contractor(s), that affects this Contract or any Work thereunder or                  transferring the Software to third parties. For purposes of
      related thereto.                                                                     this Contract, “Open Source” Software shall also include
                                                                                           “Free Software” as defined by the Free Software
                                                                                           Foundation Inc. By way of example and not limitation,
BAEDOC 1 INT (12/05)
                                                                              2
            “Open Source” licenses shall include such licenses as the            10.   ELECTRONIC CONTRACTING
            GNU General Public License, the Mozilla Public License
            1.1, Apache Software License Version 2.0, the Academic                     BAE SYSTEMS and SELLER agree that if this Contract, or any
            Free License 2.0, and Open Software License 2.0.                           order, ancillary agreement, or correspondence is transmitted
                                                                                       electronically neither BAE SYSTEMS nor SELLER shall
      (g)   “PO” or “Purchase Order” as used in any document                           contest the validity thereof, on the basis that this Contract, or the
            constituting a part of this Contract shall mean this                       order,     acknowledgement,         ancillary     agreement,       or
            “Contract”.                                                                correspondence exists only in electronic form, an electronic
                                                                                       record was used in its creation or formation, or it contains only
      (h)   “SELLER” means the party identified on the face of this                    an Electronic Signature or it was generated automatically,
            Contract with whom BAE SYSTEMS is contracting. For the                     without human intervention by a system intended for the
            purposes      of       paragraphs        6     (CUSTOMER                   purposes of generating same.
            COMMUNICATION)             and      17     (INDEPENDENT
            CONTRACTOR RELATIONSHIP) only, “SELLER” shall                        11.   EXPORT CONTROL
            also   include     SELLER’s        agents,    representatives,
            subcontractors, and suppliers at any tier.                                 (a)   SELLER shall comply with all applicable United States
                                                                                             export control laws and regulations, including, but not
      (i)   “Software” means: (1) computer programs, source code,                            limited to, the requirements of the Arms Export
            source code listings, executable code, machine readable                          Control Act, 22 U.S.C. 2751-2794, the International
            code, object code listings, design details, algorithms,                          Traffic in Arms Regulation (ITAR), 22 C.F.R. 120 et
            processes, flow charts, formulae, and related material that                      seq., the Export Administration Act, 50 U.S.C. app.
            would enable software to be read, reproduced, recreated, or                      2401-2420,     and     the    Export    Administration
            recompiled; (2) associated documentation such as operating                       Regulations, 15 C.F.R. 730-774. SELLER shall obtain
            manuals, application manuals, and installation and operating                     all required export licenses or agreements necessary to
            instructions that explain the capabilities of software and                       perform SELLER’s Work, as applicable.
            provide instructions on using the software; and (3) derivative
            works, enhancements, modifications, and copies of those                    (b)   Without limiting the foregoing, SELLER shall not transfer
            items identified in (1) and (2) above.                                           any export controlled item, data or services, to include
                                                                                             transfer to a person who is not a “U.S. Person” as defined
      (j)   “Work” means all required articles, materials, supplies,                         in the ITAR (22 C.F.R. 120.15), without the authority of a
            goods and services, including, but not limited to, technical                     United States Government export license, export
            data and Software, constituting the subject matter of this                       agreement, or applicable license exemption or exception.
            Contract.                                                                        Further, a United States Government export license,
                                                                                             export agreement, or applicable license exemption or
9.    DISPUTES/JURY WAIVER                                                                   exception shall be obtained by SELLER prior to the
                                                                                             transfer of any export controlled item, data or services to
      (a)   All disputes arising from or related to this Contract which                      any U.S. Person that is employed by any “Foreign person”
            are not disposed of by mutual agreement may be decided by                        within the meaning of 22 C.F.R. 120.16.
            recourse to an action at law or in equity in accordance with
            subparagraph 9(b) below. Until final resolution of any                     (c)   SELLER shall notify BAE SYSTEMS if any use, sale,
            dispute, SELLER shall diligently proceed with the                                import or export by BAE SYSTEMS of Work to be
            performance of this Contract as directed by BAE SYSTEMS.                         delivered under this Contract is restricted by any export
                                                                                             control laws or regulations applicable to SELLER.
      (b)   BAE SYSTEMS and SELLER agree to timely notify each
            other of any claim, dispute or cause of action arising from or             (d)   SELLER shall immediately notify the BAE SYSTEMS
            related to this Contract, and to negotiate in good faith to                      Procurement Representative if SELLER is listed in any
            resolve any such claim, dispute or cause of action. To the                       Denied Parties List or if SELLER’s export privileges are
            extent that such negotiations fail, BAE SYSTEMS AND                              otherwise denied, suspended or revoked in whole or in
            SELLER AGREE THAT ANY LAWSUIT OR CAUSE                                           part by any government entity or agency.
            OF ACTION THAT ARISES FROM OR IS RELATED
            TO THIS CONTRACT SHALL BE FILED AND                                        (e)   If SELLER is engaged in the business of either exporting
            LITIGATED ONLY IN A COURT OF COMPETENT                                           or manufacturing (whether exporting or not) defense
            JURISDICTION WITHIN THE STATE FROM WHICH                                         articles or furnishing defense services, SELLER represents
            THIS CONTRACT WAS ISSUED; AND BAE                                                that it maintains an effective export/import compliance
            SYSTEMS AND SELLER EACH HEREBY CONSENT                                           program in accordance with the ITAR and it is registered
            AND AGREE TO THE PERSONAL JURISDICTION                                           with the United States Office of Defense Trade Controls
            AND VENUE OF ANY STATE OR FEDERAL COURT                                          (unless covered by one of the exemptions set forth in 22
            OF     COMPETENT JURISDICTION LOCATED                                            C.F.R. 122.1) as required by the ITAR.
            WITHIN THE STATE FROM WHICH THIS
            CONTRACT WAS ISSUED WITH RESPECT TO ANY                                    (f)   Where SELLER is a signatory under a BAE SYSTEMS
            SUCH CLAIM, DISPUTE OR CAUSE OF ACTION                                           export license or export agreement (e.g., TAA, MLA),
            AND WAIVE ANY DEFENSE OR OBJECTION TO                                            SELLER shall provide prompt notification to the BAE
            THE EXERCISE OF PERSONAL JURISDICTION                                            SYSTEMS Procurement Representative in the event of
            AND/OR VENUE BY ANY SUCH COURT.                                                  changed circumstances affecting said license or
                                                                                             agreement.
      (c)   TO THE EXTENT PERMITTED BY APPLICABLE
            LAWS, BAE SYSTEMS AND SELLER EACH WAIVE                                    (g)   SELLER shall indemnify, hold harmless and, at BAE
            ANY RIGHTS WHICH EITHER MAY HAVE TO                                              SYSTEMS’ election, defend           BAE SYSTEMS, its
            TRIAL BEFORE A JURY OF ANY DISPUTE ARISING                                       directors, officers, employees, and agents from and against
            FROM, OR RELATED TO, THIS CONTRACT.                                              all losses, costs, claims, causes of action, damages,
            SELLER    AND   BAE    SYSTEMS   FURTHER                                         liabilities and expense, including, but not limited to,
            STIPULATE AND CONSENT THAT ANY SUCH                                              reasonable attorneys’ fees, all expense of litigation and/or
            LITIGATION BEFORE A COURT OF COMPETENT                                           settlement, and court costs, arising from or related to any
            JURISDICTION SHALL BE NON-JURY.                                                  act or omission of SELLER, its directors, officers,
BAEDOC 1 INT (12/05)
                                                                             3
            employees, agents, suppliers, or subcontractors at any tier in                (b)   Title to Furnished Property shall remain in BAE
            the performance of any of its obligations under this                                SYSTEMS or its Customer. SELLER shall clearly mark
            paragraph 11. SELLER shall include the requirements of                              (if not so marked) all Furnished Property to show its
            this paragraph 11 in all agreements with lower tier                                 ownership.
            subcontractors.
                                                                                          (c)   The Furnished Property shall be supplied in “as-is”
      (h)   Failure of the United States Government or any other                                condition unless otherwise expressly agreed in writing.
            government to issue any required export or import license, or                       Except for reasonable wear and tear, SELLER shall be
            withdrawal/termination of a required export or import license                       responsible for, and shall promptly notify BAE SYSTEMS
            by the United States Government or any other government,                            of, any loss or damage to Furnished Property while in
            shall relieve BAE SYSTEMS of its obligations under this                             SELLER’s care, custody, or control. Without additional
            Contract. Provided SELLER has diligently pursued obtaining                          charge, SELLER shall manage, maintain, preserve, and
            such license and, through no fault of SELLER, such license                          insure Furnished Property in accordance with good
            has been denied, withdrawn, or terminated, SELLER shall                             commercial practice.
            also be relieved of its obligation under this Contract. In either
            event, this Contract may be terminated by BAE SYSTEMS                         (d)   At BAE SYSTEMS’ request, and/or upon completion of
            without additional cost or other liability.                                         this Contract SELLER shall submit, in an acceptable form,
                                                                                                inventory lists of Furnished Property and shall deliver or
      (i)   If the technical data required to perform this Contract is                          make such other disposal as may be directed by BAE
            subject to the United States International Traffic in Arms                          SYSTEMS.
            Regulations (ITAR), SELLER shall comply with the
            following:                                                              15.   GRATUITIES/KICKBACKS PROHIBITION

            (1)   The technical data shall be used only in performance of                 No gratuities (in the form of entertainment, gifts or otherwise)
                  Work required by this Contract; and                                     or kickbacks shall be offered or given by SELLER, or anyone
                                                                                          acting on SELLER’s behalf, to any employee of BAE
            (2)   The data shall not be disclosed to any other person,                    SYSTEMS or the Customer with a view toward securing
                  including lower-tier subcontractors within the same                     favorable treatment as a supplier.
                  country, unless said person is expressly authorized
                  pursuant to an export license or export agreement; and            16.   IMPORTER OF RECORD

            (3)   Any rights in the data may not be acquired by SELLER                    This paragraph 16 applies only if this Contract involves
                  or any other Non-U.S. Person; and                                       importation of Work into the United States.

            (4)   SELLER shall return, or at BAE SYSTEMS’ direction,                      (a)   If elsewhere in this Contract BAE SYSTEMS is indicated
                  destroy all of the technical data exported to SELLER                          as importer of record, SELLER warrants that all sales
                  pursuant to this Contract upon fulfillment of its terms;                      hereunder are or will be made at not less than fair value
                                                                                                under the United States Anti-Dumping Laws (19 U.S.C.
            (5)   Unless otherwise expressly directed by BAE                                    Sec. 1673 et seq.).
                  SYSTEMS, SELLER shall deliver the Work only to
                  BAE SYSTEMS or to an agency of the U.S.                                 (b)   If elsewhere in this Contract BAE SYSTEMS is not
                  Government.                                                                   indicated as importer of record, then SELLER agrees that:

12.   EXTRAS                                                                                    (1) BAE SYSTEMS will not be a party to the
                                                                                                importation of Work, the transaction(s) represented by this
      Work shall not be supplied in excess of quantities specified in this                      Contract will be consummated after importation, and
      Contract. SELLER shall be liable for handling charges and return                          SELLER will neither cause nor permit BAE SYSTEMS’
      shipment costs for any excess quantities.                                                 name to be shown as “Importer of Record” on any
                                                                                                customs declaration; and
13.   FOREIGN CORRUPT PRACTICES PROHIBITION
                                                                                                (2) Upon request and where applicable, SELLER will
      (a)   By accepting this Contract, SELLER certifies and                                    provide to BAE SYSTEMS United States Customs Form
            represents that it has not made or solicited and will not                           7501 entitled “Customs Entry” properly executed.
            make or solicit any offer, payment, promise to pay, or
            authorization to pay any money, gift, or anything of value              17.   INDEPENDENT CONTRACTOR RELATIONSHIP
            to any governmental official or any political party, party
            official or candidate, either directly or through an                          (a)   SELLER’s relationship to BAE SYSTEMS shall be that of
            intermediary, corruptly for the purpose of influencing                              an independent contractor and this Contract does not
            any official act, omission, or exercise of influence by the                         create an agency, partnership, or joint venture relationship
            recipient, to assist BAE SYSTEMS or SELLER in                                       between BAE SYSTEMS and SELLER or BAE
            obtaining or retaining business.                                                    SYSTEMS and SELLER personnel. SELLER personnel
                                                                                                engaged in performing Work under this Contract shall be
      (b)   SELLER shall ensure that all lower tier subcontracts                                deemed employees of SELLER and shall not for any
            include this paragraph 13.                                                          purposes be considered employees or agents of BAE
                                                                                                SYSTEMS. SELLER assumes full responsibility for the
                                                                                                actions and supervision of such personnel while engaged
14    FURNISHED PROPERTY
                                                                                                in Work under this Contract. BAE SYSTEMS assumes no
                                                                                                liability for SELLER personnel.
      (a)   BAE SYSTEMS may provide to SELLER property owned
            by either BAE SYSTEMS or its Customer (Furnished
                                                                                          (b)   Nothing contained in this Contract shall be construed as
            Property). Unless previously authorized in writing by the
                                                                                                granting to SELLER or any personnel of SELLER rights
            BAE SYSTEMS Procurement Representative, Furnished
                                                                                                under any BAE SYSTEMS benefit plan.
            Property shall be used only for the performance of this
            Contract.

BAEDOC 1 INT (12/05)
                                                                                4
      (c)   SELLER personnel: (i) will not remove BAE SYSTEMS or                         (d)   When Work is not ready at the time specified by SELLER
            its Customer’s assets from BAE SYSTEMS’ or Customer’s                              for inspection, BAE SYSTEMS may charge to SELLER
            premises without BAE SYSTEMS authorization; (ii) will use                          the additional cost of inspection.
            BAE SYSTEMS or Customer assets only for purposes of this
            Contract; (iii) will only connect with, interact with or use                 (e)   BAE SYSTEMS may also charge SELLER for any costs
            BAE SYSTEMS’ computer networks and equipment,                                      of additional inspection and/or transportation when
            communications resources, programs, tools or routines as                           rejection makes reinspection necessary.
            BAE SYSTEMS agrees, all at SELLER’s risk and expense,
            and then only in compliance with applicable BAE                              (f)   SELLER shall not re-tender rejected Work without
            SYSTEMS policies; and (iv) will not share or disclose user                         disclosing the corrective action taken.
            identifiers, passwords, cipher keys or computer dial port
            telephone numbers. BAE SYSTEMS may monitor any
                                                                                   21.   INSURANCE/ENTRY  ON                  BAE      SYSTEMS          OR
            communications made over or data stored in BAE
                                                                                         CUSTOMER PROPERTY
            SYSTEMS computer networks and equipment or
            communications resources.
                                                                                         (a)   In the event that SELLER, its employees, agents, or
                                                                                               subcontractors enter the site(s) of BAE SYSTEMS or its
      (d)   SELLER SHALL INDEMNIFY, HOLD HARMLESS
                                                                                               Customer for any reason in connection with this Contract,
            AND, AT BAE SYSTEMS’ ELECTION, DEFEND BAE
                                                                                               then SELLER and its subcontractors shall procure and
            SYSTEMS,     ITS   DIRECTORS,    OFFICERS,
                                                                                               maintain worker’s compensation (with a waiver of
            EMPLOYEES, AND AGENTS FROM AND AGAINST
                                                                                               subrogation in favor of BAE SYSTEMS), automobile
            ALL LOSSES, COSTS, CLAIMS, PENALTIES,
                                                                                               liability, comprehensive general liability (bodily injury
            CAUSES OF ACTION, DAMAGES, LIABILITIES,
                                                                                               and property damage) insurance in amounts reasonably
            FEES, AND EXPENSES, INCLUDING, BUT NOT
                                                                                               acceptable to BAE SYSTEMS, and such other insurance
            LIMITED TO, REASONABLE ATTORNEYS’ FEES,
                                                                                               as BAE SYSTEMS may reasonably require. SELLER
            ALL EXPENSES OF LITIGATION AND/OR
                                                                                               shall indemnify, hold harmless and, at BAE SYSTEMS’
            SETTLEMENT, AND COURT COSTS, ARISING
                                                                                               election, defend BAE SYSTEMS, its directors, officers,
            FROM OR RELATED TO ANY ACT OR OMISSION
                                                                                               employees, and agents from and against all losses, costs,
            OF SELLER, ITS DIRECTORS, OFFICERS,
                                                                                               claims, penalties, causes of action, damages, liabilities,
            EMPLOYEES,      AGENTS,   SUPPLIERS,   OR
                                                                                               fees, and expenses, including, but not limited to,
            SUBCONTRACTORS AT ANY TIER, IN THE
                                                                                               reasonable attorneys’ fees, all expenses of litigation and/or
            PERFORMANCE OF ANY OF ITS OBLIGATIONS
                                                                                               settlement, and court costs, by reason of property damage
            UNDER THIS CONTRACT.
                                                                                               or loss or personal injury or death to any person arising
                                                                                               from or related to the actions or omissions of SELLER, its
18.   INFORMATION OF BAE SYSTEMS
                                                                                               directors, officers, employees, agents, suppliers, or
                                                                                               subcontractors while on the site(s) of BAE SYSTEMS or
      Information provided by BAE SYSTEMS to SELLER remains the
                                                                                               its Customers. With respect to any injury, including, but
      property of BAE SYSTEMS. SELLER shall comply with all
                                                                                               not limited to, death, to employees of SELLER or
      proprietary information markings and restrictive legends applied
                                                                                               SELLER’s agents, subcontractors or suppliers, SELLER’s
      by BAE SYSTEMS to anything provided hereunder to SELLER.
                                                                                               obligation to indemnify and defend in accordance with
      SELLER shall not use any BAE SYSTEMS provided information
                                                                                               this section shall apply regardless of cause. SELLER shall
      for any purpose except to perform this Contract and shall not
                                                                                               provide BAE SYSTEMS thirty (30) days advance written
      disclose such information to third parties without the prior written
                                                                                               notice prior to the effective date of any cancellation or
      consent of BAE SYSTEMS.
                                                                                               change in the term or coverage of any of SELLER’s
                                                                                               required insurance, provided however such notice shall
19.   INFORMATION OF SELLER
                                                                                               not relieve SELLER of its obligations to procure and
      SELLER shall not provide any proprietary information to BAE                              maintain the required insurance. If requested, SELLER
      SYSTEMS without prior execution by BAE SYSTEMS of a                                      shall send a “Certificate of Insurance” showing SELLER’s
      Proprietary Information or Non-Disclosure Agreement that                                 compliance with these requirements. SELLER shall name
      expressly covers the Work under this Contract.                                           BAE SYSTEMS as an additional insured for the duration
                                                                                               of this Contract. Insurance maintained pursuant to this
20.   INSPECTION AND ACCEPTANCE                                                                paragraph 21 shall be considered primary as respects the
                                                                                               interest of BAE SYSTEMS and is not contributory with
      (a)   BAE SYSTEMS and its Customer may inspect all Work at                               any insurance that BAE SYSTEMS may carry.
            reasonable times and places, including, when practicable,                          “Subcontractor” as used in this subparagraph 21(a) shall
            during manufacture and before shipment. BAE SYSTEMS                                include SELLER’s subcontractors at any tier.
            shall perform such inspections in a manner that will not
            unduly delay the Work. SELLER shall provide all                              (b)   SELLER shall ensure that personnel assigned to work on
            information, facilities, and assistance necessary for safe and                     BAE SYSTEMS’ or Customer’s premises comply with
            convenient inspection without additional charge.                                   any on-premises guidelines. Unless otherwise authorized
                                                                                               in writing by BAE SYSTEMS, SELLER’s personnel
      (b)   No such inspection (or election not to inspect) shall relieve                      assigned to work on BAE SYSTEMS’ or Customer’s
            SELLER of its obligations to furnish all Work in strict                            premises shall while on BAE SYSTEMS’ or Customer’s
            accordance with the requirements of this Contract. BAE                             premises (i) not bring weapons of any kind; (ii) not
            SYSTEMS’ final inspection and acceptance shall be at                               manufacture, sell, distribute, possess, use or be under the
            destination.                                                                       influence of controlled substances or alcoholic beverages;
                                                                                               (iii) not possess hazardous materials of any kind; (iv)
      (c)   If SELLER delivers non-conforming Work, BAE SYSTEMS                                remain in authorized areas only; and/or (v) not solicit BAE
            may: (i) accept all or part of such Work at an equitable price                     SYSTEMS’ employees for employment during business
            reduction; (ii) reject such Work; or (iii) make, or have a third                   hours.
            party make all repairs, modifications, or replacements
            necessary to enable such Work to comply in all respects with                 (c)   All SELLER personnel, property, and vehicles entering or
            Contract requirements and charge the cost incurred to                              leaving BAE SYSTEMS’ or Customer’s premises are
            SELLER.                                                                            subject to search.

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                                                                               5
      (d)   SELLER shall promptly notify BAE SYSTEMS and provide                               States or any foreign country and is free and clear of all
            a report of any and all physical altercations, assaults or                         liens, licenses, claims, and encumbrances.
            harassment, and accidents or security incidents involving
            death, personal injury or loss of or misuse of or damage to                  (d)   SELLER shall indemnify, hold harmless and, at BAE
            BAE SYSTEMS’ or Customer’s property, while on BAE                                  SYSTEMS’ election, defend BAE SYSTEMS and its
            SYSTEMS’ or its Customer’s premises.                                               Customer from and against all losses, costs, claims,
                                                                                               penalties, causes of action, damages, liabilities, fees, and
      (e)   BAE SYSTEMS may, at its sole discretion, remove or                                 expenses, including, but not limited to, reasonable
            require SELLER to remove any specified employee of                                 attorneys’ fees, arising from or related to any action by a
            SELLER from BAE SYSTEMS’ or Customer’s premises                                    third party that is based upon a claim that the Work
            and request that such employee not be reassigned to any                            performed or delivered under this Contract infringes or
            BAE SYSTEMS premises under this Contract. Any costs                                otherwise violates the intellectual property rights of any
            arising from or related to removal of SELLER’s employee                            person or entity. If an injunction is obtained against BAE
            shall be borne solely by SELLER and not charged to this                            SYSTEMS’ use of the Work or a portion thereof as a
            Contract.                                                                          result of infringement or misappropriation of the
                                                                                               intellectual property of any third party, SELLER shall
22.   INTELLECTUAL PROPERTY                                                                    either (i) procure for BAE SYSTEMS and Customer the
                                                                                               right to continue using the Work or (ii) replace or modify
      Subparagraphs 22(a) and 22(b) are NOT applicable for                                     the Work so it becomes non-infringing. This indemnity
      commercial off-the-shelf purchases unless such off-the-shelf Work                        and hold harmless provision shall not be considered an
      is modified or redesigned pursuant to this Contract.                                     allowable cost under any provisions of this Contract
                                                                                               except with regard to allowable insurance costs.
      (a)   SELLER agrees that BAE SYSTEMS shall be the sole owner
            of all inventions, discoveries, improvements, technology,              23.   LANGUAGE AND STANDARDS
            designs, works of authorship, mask works, technical
            information, data, Software, business information and other                  All reports, correspondence, drawings, notices, marking,
            information, conceived, developed or otherwise generated in                  documentation, and other communications shall be in the
            the performance of this Contract by or on behalf of SELLER                   English language. In the event of any inconsistency with any
            and shall be used by SELLER solely in work for BAE                           translation into another language, the American standard
            SYSTEMS.         SELLER hereby assigns, conveys, transfers,                  English meaning of this Contract shall prevail. Unless otherwise
            and agrees to assign, convey or transfer all right, title, and               provided in writing, all documentation and Work shall employ
            interest in the foregoing to BAE SYSTEMS, including                          the units of United States standard weights and measures as
            without limitation all copyrights, patent rights and other                   published by the United States National Institute of Standards
            intellectual property rights therein and further agrees to                   and Technology.
            execute, at BAE SYSTEMS' request and expense, all
            assistance reasonably required and documentation necessary
                                                                                   24.   MAINTENANCE OF RECORDS
            to perfect title therein in BAE SYSTEMS. SELLER shall
            maintain and disclose to BAE SYSTEMS written records of,                     (a)   SELLER shall maintain complete and accurate records in
            and otherwise provide BAE SYSTEMS with full access to,                             accordance with generally accepted accounting principles
            the subject matter covered by this paragraph 22 and that all                       and good commercial practices to substantiate SELLER’s
            such subject matter shall be deemed information of BAE                             charges hereunder. SELLER shall retain such records for
            SYSTEMS and be subject to the protection provisions of                             three (3) years from final payment of this Contract.
            paragraph 19 entitled "Information of BAE SYSTEMS."
            SELLER shall assist BAE SYSTEMS, at BAE SYSTEMS'                             (b)   BAE SYSTEMS shall have access to such records, and
            request and expense, in every reasonable way, in obtaining,                        any other records SELLER is required to maintain under
            maintaining, and enforcing patent and other intellectual                           this Contract, for the purpose of audit during normal
            property protection on the subject matter covered by this                          business hours, upon reasonable notice for so long as such
            paragraph 22.                                                                      records are required to be retained. Audit rights shall be
                                                                                               available to BAE SYSTEMS on all performance related
      (b)   SELLER grants and agrees that BAE SYSTEMS shall have a                             reports and other records, except records pertaining to
            nonexclusive, worldwide, irrevocable, paid-up, royalty-free                        proprietary indirect cost data. Audit of any proprietary
            license and right to make, have made, sell, offer for sale, use,                   indirect cost data may be accomplished through a
            execute, reproduce, display, perform, publish, distribute,                         mutually agreeable third party auditor from an
            copy, prepare derivatives or compilations, and authorize                           internationally recognized firm of certified public
            others to do any, some or all of the foregoing, with respect to                    accountants.
            any and all, inventions, discoveries, improvements,
            technology, designs, works of authorship, mask works,
                                                                                   25.   NEW MATERIALS
            patents, copyrights, technical information, data, databases,
            Software, business information and other information,
                                                                                         Unless authorized in writing by the BAE SYSTEMS
            conceived, developed, generated or delivered in performance
                                                                                         Procurement Representative, all Work to be delivered hereunder
            of this Contract. SELLER shall provide all assistance
                                                                                         shall consist of new materials, and shall not be used, or
            reasonably required and execute all documents necessary to
                                                                                         reconditioned, remanufactured, or of such age as to impair its
            perfect the rights granted to BAE SYSTEMS herein.
                                                                                         usefulness or safety.
            SELLER acknowledges that the foregoing grant applies,
            without limitation, to pre-existing inventions, discoveries,
                                                                                   26.   OFFSET CREDIT/COOPERATION
            improvements, technology, designs, works of authorship,
            mask works, patents, copyrights, technical information, data,
                                                                                         All offset or countertrade credit value resulting from this
            databases, Software, business information and other
                                                                                         Contract, and any lower tier subcontracts, shall accrue solely to
            information contained in deliverable items provided by
                                                                                         the benefit of BAE SYSTEMS. SELLER shall cooperate with
            SELLER in accordance with this Contract.
                                                                                         BAE SYSTEMS in the fulfillment of any foreign
                                                                                         offset/countertrade obligations.
      (c)   SELLER warrants that the Work performed and delivered
            under this Contract will not infringe or otherwise violate the
            intellectual property rights of any third party in the United
BAEDOC 1 INT (12/05)
                                                                               6
27.   OPEN SOURCE SOFTWARE

      Without the prior written approval of BAE SYSTEMS, which                         (d)   Unless otherwise specified, prices include all applicable
      BAE SYSTEMS may withhold in its sole discretion, SELLER                                federal, state, local and foreign taxes. All duties, taxes,
      shall not incorporate any Open Source Software, including any                          and other official charges as well as the costs of carrying
      source code governed by an Open Source license, into Work to be                        out customs formalities shall be payable in accordance
      performed and/or delivered under this Contract. Before BAE                             with the Incoterm called out in this Contract. Each of the
      SYSTEMS will provide written approval for the incorporation of                         foregoing shall be listed separately on the invoice.
      such Open Source Software, SELLER shall first identify all Open
      Source Software incorporated into Work to be performed and/or                    (e)   The prices stated in this Contract are firm, fixed prices in
      delivered under this Contract, including a complete source code                        United States dollars.
      listing of the Software comprising the Work with a description of
      the operation of the Software in English and machine-readable              31.   PRECEDENCE
      form, together with copies of any licenses required to be accepted.
                                                                                       Any inconsistencies in this Contract shall be resolved in
                                                                                       accordance with the following descending order of precedence:
28.   PACKING AND SHIPMENT
                                                                                       (1) face of the Purchase Order, release document or schedule,
                                                                                       (which shall include continuation sheets), as applicable, to
      (a)   Unless otherwise specified, all Work is to be packed in
                                                                                       include any special provisions; (2) any master-type agreement
            accordance with good commercial practice designed to
                                                                                       (such as corporate, operating group, or blanket agreements); (3)
            protect the integrity of the shipped contents consistent with
                                                                                       representations and certifications; (4) these terms and
            international shipping practices.
                                                                                       conditions; (5) statement of work; and (6) specifications or
                                                                                       drawings.
      (b)   A complete packing list shall be enclosed with all shipments.
            SELLER shall mark containers or packages with necessary
                                                                                 32.   QUALITY CONTROL SYSTEM
            lifting, loading, and shipping information, including the BAE
            SYSTEMS Contract number, item number, dates of
                                                                                       (a)   SELLER shall provide and maintain a quality control
            shipment, and the names and addresses of consignor and
                                                                                             system to an industry recognized Quality Standard and in
            consignee. Bills of lading shall include this Contract number.
                                                                                             compliance with any other specific quality requirements
                                                                                             identified in this Contract.
      (c)   Unless otherwise specified, delivery shall be Carriage and
            Insurance Paid (CIP) BAE SYSTEMS’ facility, in
                                                                                       (b)   Records of all quality control inspection work by SELLER
            accordance with Incoterms 2000. The minimum insurance
                                                                                             shall be kept complete and available to BAE SYSTEMS
            shall cover the price provided in this Contract plus ten
                                                                                             and its Customers.
            percent (i.e. 110%) and shall be provided in the currency of
            this Contact.
                                                                                 33.   RELEASE OF INFORMATION
      (d)   SELLER shall provide written notification to BAE
            SYSTEMS’ Procurement Representative at least five                          Except as required by law, no public release of any information,
            business days prior to shipment. Such notification shall                   or confirmation or denial of same, with respect to this Contract
            include submission of a copy of the packing list required by               or the subject matter hereof, shall be made by SELLER without
            subparagraph 28(b) and such other information as BAE                       the prior written approval of BAE SYSTEMS Procurement
            SYSTEMS may reasonably request.                                            Representative.

29.   PARTS OBSOLESCENCE
                                                                                 34.   SEVERABILITY
      BAE SYSTEMS may desire to place additional orders for items
                                                                                       Each paragraph and provision of this Contract is severable, and
      purchased hereunder. SELLER shall provide BAE SYSTEMS
                                                                                       if one or more paragraphs or provisions are declared invalid, the
      with a “Last Time Buy Notice” at least twelve (12) months prior to
                                                                                       remaining provisions of this Contract will remain in full force
      any action to discontinue any item purchased under this Contract.
                                                                                       and effect.

                                                                                 35.   STOP WORK ORDER
30.   PAYMENTS, TAXES, AND DUTIES
                                                                                       (a)   SELLER shall stop Work for up to ninety (90) days in
      (a)   Unless otherwise provided, terms of payment shall be net                         accordance with the terms of any written notice received
            forty-five (45) days from the latest of the following: (i) BAE                   from BAE SYSTEMS, or for such longer period of time as
            SYSTEMS' receipt of SELLER's proper invoice; (ii)                                BAE SYSTEMS and SELLER may agree and shall take
            scheduled delivery date of the Work; or (iii) actual delivery                    all reasonable steps to minimize the incurrence of costs
            of the Work. BAE SYSTEMS shall have a right of setoff                            allocable to the Work during the period of Work stoppage.
            against payments due or at issue under this Contract or any
            other contract between BAE SYSTEMS and SELLER.                             (b)   Within such period, BAE SYSTEMS shall either terminate
                                                                                             or continue the Work by written order to SELLER. In the
      (b)   Each payment made shall be subject to reduction to the                           event of a continuation, an equitable adjustment in
            extent of amounts which are found by BAE SYSTEMS not                             accordance with paragraph 4 “Changes” shall be made to
            to have been properly payable and shall also be subject to                       the price, delivery schedule, or other provision affected by
            reduction for overpayments.                                                      the Work stoppage, if applicable, provided that the claim
                                                                                             for equitable adjustment is made within thirty (30) days
      (c)   Payment shall be deemed to have been made as of the date of                      after such continuation.
            mailing BAE SYSTEMS’ payment or electronic funds
            transfer.




BAEDOC 1 INT (12/05)
                                                                             7
36.   SURVIVABILITY                                                                    (c)   If SELLER becomes aware of difficulty in performing the
                                                                                             Work, SELLER shall timely notify BAE SYSTEMS, in
      If this Contract expires, is completed, or is terminated, SELLER
                                                                                             writing, giving pertinent details. This notification shall
      shall not be relieved of those obligations contained in the
                                                                                             not change any delivery schedule.
      following provisions:
                                                                                       (d)   In the event of a termination or change, no claim will be
              Applicable Laws
                                                                                             allowed for any manufacture or procurement in advance of
              Disputes/Jury Waiver
                                                                                             SELLER's normal flow time unless there has been prior
              Electronic Contracting
                                                                                             written consent by BAE SYSTEMS’ Procurement
              Export Control
                                                                                             Representative.
              Furnished Property
              Independent Contractor Relationship
                                                                                 39.   WAIVER, APPROVAL, AND REMEDIES
              Information of BAE SYSTEMS
              Insurance/Entry on BAE SYSTEMS or Customer Property
                                                                                       (a)   Failure by BAE SYSTEMS to enforce any provision(s) of
              Intellectual Property
                                                                                             this Contract shall not be construed as a waiver of the
              Language and Standards
                                                                                             requirement(s) of such provision(s), or as a waiver of the
              Maintenance of Records
                                                                                             right of BAE SYSTEMS thereafter to enforce each and
              Parts Obsolescence
                                                                                             every such provision(s).
              Release of Information
              Warranty
                                                                                       (b)   BAE SYSTEMS’ approval of documents shall not relieve
                                                                                             SELLER from complying with any requirements of this
37.   TERMINATION FOR CONVENIENCE
                                                                                             Contract.
      (a)   For specially performed Work: BAE SYSTEMS may
                                                                                       (c)   The rights and remedies of BAE SYSTEMS in this
            terminate part or all of this Contract for its convenience by
                                                                                             Contract are cumulative and in addition to any other rights
            giving written notice to SELLER. Upon receipt of such
                                                                                             and remedies provided by law or in equity.
            notice SELLER shall immediately: (i) cease work; (ii)
            prepare and submit to BAE SYSTEMS an itemization of all
                                                                                 40.   WARRANTY
            completed and partially completed deliverables and services;
            (iii) deliver to BAE SYSTEMS deliverables satisfactorily
                                                                                       SELLER warrants that all Work furnished pursuant to this
            completed up to the date of termination at the agreed upon
                                                                                       Contract shall strictly conform to all specifications, drawings,
            prices in this Contract; and (iv) deliver upon request any
                                                                                       samples, and descriptions, and other requirements of this
            Work in process. SELLER shall use reasonable efforts to
                                                                                       Contract and be free from defects in design, material and
            mitigate BAE SYSTEMS’ liability under this paragraph 37
                                                                                       workmanship. The warranty shall begin upon final acceptance
            by, among other actions, accepting the return of, returning to
                                                                                       and extend for a period of (i) the manufacturer’s warranty
            its suppliers, selling to others, or otherwise using the
                                                                                       period or six (6) months, whichever is longer, if SELLER is not
            canceled deliverables (including raw materials or work in
                                                                                       the manufacturer and has not modified the Work or, (ii) one (1)
            process) and provided such expenses do not exceed the
                                                                                       year or the manufacturer’s warranty period, whichever is longer,
            prices set forth in this Contract. BAE SYSTEMS’ only
                                                                                       if SELLER is the manufacturer of the Work or has modified it.
            obligation shall be to pay SELLER a percentage of the price
                                                                                       If any non-conformity with Work appears within that time,
            reflecting the percentage of the Work performed prior to the
                                                                                       SELLER shall promptly repair, replace, or reperform the Work.
            notice of termination, plus reasonable charges that SELLER
                                                                                       Transportation of replacement Work and return of non-
            can demonstrate to the satisfaction of BAE SYSTEMS, using
                                                                                       conforming Work and repeat performance of Work shall be at
            generally accepted accounting principles, have resulted from
                                                                                       SELLER’s expense. If repair or replacement or reperformance
            the termination. SELLER shall not be paid for any Work
                                                                                       of Work is not timely, BAE SYSTEMS may elect to return the
            performed or costs incurred which reasonably could have
                                                                                       non-conforming Work or repair or replace Work or reprocure
            been avoided.
                                                                                       the Work at SELLER’s expense. All warranties shall run to
                                                                                       BAE SYSTEMS and its Customer(s). Any implied warranty
      (b)   For other than specially performed Work: BAE SYSTEMS
                                                                                       of merchantability and fitness for a particular purpose is
            may terminate part or all of this Contract for its convenience
                                                                                       hereby disclaimed.
            by giving written notice to SELLER and BAE SYSTEMS’
            only obligation to SELLER shall be payment of SELLER’s
            standard restocking or service charge, not to exceed ten (10)
            percent of the price of the terminated Work.

      (c)   In either case, SELLER shall continue all Work not
            terminated.

      (d)   In no event shall BAE SYSTEMS be liable for lost or
            anticipated profits, or unabsorbed indirect costs or overhead,
            or for any sum in excess of the total Contract price.
            SELLER’s termination claim shall be submitted within sixty
            (60) days from the effective date of the termination.

38.   TIMELY PERFORMANCE

      (a)   SELLER’s timely performance is a critical element of this
            Contract.

      (b)   Unless advance shipment has been authorized in writing by
            BAE SYSTEMS, BAE SYSTEMS may store at SELLER’s
            expense, or return, shipping charges collect, all Work
            received in advance of the scheduled delivery date.


BAEDOC 1 INT (12/05)
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