Standard Clauses by jizhen1947


Standard Clauses – Fixed Price / T&M / LH Purchase Order
for Non-Commercial, Supplies and Services
Form ISF P2625 (04/11) Page 1 of 19

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

CLAUSE NO. 2 - DELIVERY: Time is of the essence in               be at Seller's risk and expense, and such goods shall not
the performance of this purchase order by Seller. Delivery       thereafter be tendered for acceptance unless the former
is to be made both in quantities and at times specified          rejection or requirement for correction is disclosed.
herein. If Seller's delivery shall fail to meet schedule,        Packaging and handling expense incidental thereto and
Buyer, without limiting its other rights or remedies, may        applicable transportation cost shall be charged to Seller's
direct expedited routing, and any excess cost incurred           account. Upon non-acceptance, repudiation or rejection of
thereby shall be debited to Seller's account. Buyer shall not    any goods, Buyer shall not be liable for any profit Seller
be liable for Seller's commitments or production arrangements    would have made, nor for incidental damages. For non-
in excess of the amount, or in advance of the time, necessary    conformances discovered prior to shipment or delivery,
to meet Buyer's delivery schedule. Goods delivered in            Seller shall contact Buyer as soon as the non-conformance
advance of schedule may, at Buyer's option, (i) be returned at   is known, to determine if a Supplier Information Request
Seller's expense for proper delivery, (ii) have payment          (SIR) should be completed to facilitate the disposition of
therefore withheld by Buyer until the date that goods are        identified non-conformances. Unless otherwise expressly
actually scheduled for delivery, or (iii) be placed in storage   granted in writing by Buyer, no relief in the established
for Seller's account until delivery date specified herein.       delivery schedule shall accrue by virtue of Seller having
                                                                 notified Buyer of the non-conformance.
ordered hereunder shall be subject to inspection and test        CLAUSE NO. 5 - WARRANTIES:                 Seller expressly
by Buyer to the extent practicable at all times and places,      warrants that all items delivered hereunder shall be free
including the period of manufacture if the goods are to be       from defects and of good materials and workmanship and
specifically manufactured for Buyer in accordance with           shall conform to applicable specifications, drawings,
drawings, designs, or specifications furnished by Buyer,         samples, and performance specifications whether set forth
and in any event prior to acceptance. Such goods shall be        in this purchase order or in Seller's sales literature. In the
subject to final inspection and to acceptance by Buyer after     event of a conflict between the terms of this purchase
delivery to Buyer. If the goods are to specifically              order and such sales literature, the terms of this purchase
manufactured for Buyer in accordance with drawings,              order shall prevail.
designs, or specifications furnished by Buyer: (1) Seller        Said warranties shall not be deemed to limit any warranties
shall provide and maintain an inspection and quality control     of additional scope given to Buyer by Seller, nor to limit
system acceptable to Buyer and provide access to Seller's        Buyer's rights or Seller's obligations under any other
facilities including all subcontractors facilities used in       provision of this purchase order, at law or in equity. No
performance of this order at all reasonable times for            warranties are waived by Buyer by reason of supplying
inspection by Buyer's agents or employees, and shall             plans, specifications, or data or inspecting or accepting the
provide all tools, facilities, and assistance reasonably         goods. When Buyer furnishes specifications to Seller,
necessary for inspection relating to the performance of this     Seller shall immediately notify Buyer of any infringement
purchase order; and (2) Seller shall maintain adequate and       claim and Buyer may defend or negotiate the disposition of
authenticated inspection and test documents which relate         any such claim. Items repaired or replaced pursuant to this
to work performed under this purchase order for a period         clause by Seller shall, unless otherwise provided herein, be
of three years after completion of this purchase order or as     subjected by the Seller to the same qualification or
otherwise specified in this purchase order, and shall make       acceptance test as applicable to the item(s) at the time of
such records available to Buyer upon request; (3) Seller         the original delivery to Buyer. The foregoing warranties
shall supply Buyer with inspection and test reports,             shall survive inspection and acceptance of and payment for
affidavits, certifications, or any other documents as may        the items delivered hereunder and shall run to Buyer, its
reasonably be requested by Buyer. Such inspection and            successors, assigns, and customers.
test may be performed by U.S. Government
                                                                 CLAUSE NO. 6 - DRAWINGS AND SPECIFICATION
representatives on behalf of Buyer; (4) Supplier shall notify
                                                                 REVIEW: If, during the term of this purchase order, Buyer
Buyer in writing of any changes in product and/or process
                                                                 representatives review drawings, specifications, or other
definition and obtain Buyers written approval prior to
                                                                 data developed by Seller in connection with this purchase
proceeding; and (5) Seller shall include the substance of
                                                                 order and make suggestions or comments or approve such
this clause in all applicable purchase orders or
                                                                 documents and data, such action is only an expression of
subcontracts issued in the performance of this order.
                                                                 opinion by Buyer and shall not serve to relieve Seller of any
CLAUSE NO. 4 – NON CONFORMING GOODS                              responsibility for the reliability, quality, rate of output, cost,
                                                                 delivery, performance, or any other requirements of this
If the goods ordered herein fail to meet the specifications      purchase order.
or otherwise do not conform to the requirements of this
purchase order, Buyer shall have the right to reject such        CLAUSE NO. 7 - PROPRIETARY INFORMATION: If a
goods. Goods that have been delivered and rejected may           separate Proprietary Information Agreement exists
be returned to Seller for replacement, correction,               between the Parties, which relates to the subject matter of
reimbursement, or credit as Buyer may direct. If, after          this Order, then Proprietary Information furnished by one
notice, Seller fails to promptly replace or correct such         Party to the other Party shall be protected pursuant to only
rejected items, same may be replaced or corrected                the protection of Proprietary Information terms contained in
(without thereby exercising wrongful ownership) by Buyer         such Proprietary Information Agreement. If no separate
at the expense of Seller. Any goods rejected by Buyer shall      Proprietary Information Agreement exists between the
                                                                 Parties, Seller agrees to keep confidential and not to
Standard Clauses – Fixed Price / T&M / LH Purchase Order
for Non-Commercial, Supplies and Services
Form ISF P2625 (04/11) Page 3 of 19

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

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

        procedures, Seller/Buyer history, Seller’s Property      unemployment compensation, worker’s compensation, and
        Management System reviews and Seller’s ability to        equal employment opportunity reporting.
        provide NGC timely and accurate inventory and
        property reports.                                        CLAUSE NO. 15 -SELLER’S EMPLOYEES: All personnel
    D   Unless specifically provided in this Purchase            assigned by Seller to perform the Services to be furnished
        Order, Seller warrants that the estimated cost set       hereunder shall be capable, skilled, qualified and
        forth in this Purchase Order does not include as a       competent to perform such Services. Buyer may require
        direct charge the cost of any special tooling,           Seller to remove from its or customer’s premises any
        special test equipment, or equipment as are              employee, agent, or representative of Seller, or any of its
        defined in FAR Part 2 and/or 52.245-1. Any such          subcontractors, Buyer deems incompetent, careless or
        special tooling, special test equipment or               negligent.
        equipment to be acquired/fabricated in the               CLAUSE NO. 16 - BADGES AND PLANT SECURITY: If
        performance of or charged to this order, will be         this Order requires Seller’s personnel to enter Buyer’s or
        brought to the Buyer’s immediate attention and as        Buyer’s customer’s premises, Seller agrees to abide by
        required, will be covered by a separate purchase         and comply with, and require its Employees to abide by
        order.                                                   and comply with, such rules and regulations pertaining to
    E   The Seller shall have a process to create and            plant security as may be prescribed by Buyer and/or the
        provide reports of Property: (1) Discrepancies           Buyer’s Customer.
        incident to shipment and the receipt; (2) Loss,          CLAUSE NO. 17 - CONFLICT OF INTEREST:
        Damage or Destruction (LDD); (3) Periodic1.              It is understood and agreed that the Seller, under the terms
        Physical      Inventory    Reports     and     related   of this Purchase Order, or through the performance of the
        discrepancies to be submitted in accordance with         Statement of Work made a part of this Purchase Order, is
        FAR 52.245-1 (f)(iv) as required; (4) Government         neither obligated nor expected to deliver or provide
        written notification of System Adequacy (Summary         material or perform work, which will place the Seller in an
        of Findings) or Inadequate System Rating and             Organizational Conflict of Interest, which could serve as a
        Corrective Actions, if applicable; (5) As property       basis for excluding the Seller from supplying products or
        becomes excess a list of property and/or material        services to the U.S.Government customer. Further, during
        will be provided to NGC (NGC will provide                the course of this Purchase Order, NGSC’s cognizant
        template when required); and (6) Any specific            Buyer will not knowingly unilaterally direct the Seller to
        reports as required by the Buyer’s Property              perform work, in contravention of the above understanding.
        Management organization. (7) If an LDD is                It will be the Seller's responsibility to identify any situation in
        required for Government or Buyer furnished               which the potential for an Organizational Conflict of Interest
        property, the Buyer shall be notified in writing         exists. However, prior to the execution of any task order or
        within a reasonable period of time with a                amendment thereto, if the cognizant Buyer discerns the
        preliminary report and/or as soon as the facts           potential for an Organizational Conflict of Interest insofar
        become known a formal LDD report will be                 as the work to be performed thereunder is understood to
        submitted to the Buyer in accordance with FAR            involve the preparation of a complete specification of
        52.245-1 (1)(vi)(B).                                     materials leading directly, predictably and without delay to
    F   The Buyer and/or a Buyer’s representative from           a Statement of Work which will be used in the competitive
        the Property organization shall have the right, at all   procurement of a system, Seller will be notified and the
        reasonable times, to visit the Seller’s plant or such    parties will mutually take action to resolve any potential
        parts thereof as may be engaged in work relating         organizational conflict of interest.
        to this purchase order, for the purpose of               CLAUSE NO. 18- SERVICE RATES AND INVOICING:
        verification and/or determining continued adequacy       The rates for straight time and overtime work, which Seller
        of the Seller’s Property Management System.              will bill Buyer, for Services furnished under this Order, shall
        Seller shall receive prior notice of any visit made      be those set forth in this Order. Buyer shall make no
        pursuant to this clause.                                 payment for work performed during holiday, or other
                                                                 overtime periods, unless such work is expressly authorized
                                                                 by Buyer. Seller represents that the rates set forth in this
CLAUSE NO. 14 - RELATIONSHIP OF THE PARTIES:                     Order include all profit, wages, salaries, overhead, taxes,
The relationship of Seller to Buyer shall be that of an          and other costs and expenses. Unless otherwise specified,
independent contractor and nothing herein contained shall        Seller shall submit an invoice in duplicate to Buyer's
be construed as creating any employer/employee, agency,          procurement representative at the location identified on the
or other relationship of any kind. Seller’s employees,           face of this Order and shall include: Purchase Order
agents or representatives (hereinafter ―Employees‖)              number, Purchase Order type, item number, part number
performing Services under this Order shall at all times be       (if applicable), and a brief description of the Service or
under Seller’s direction and control. Seller shall pay all       Product. Seller shall also provide such evidence as Buyer
wages, salaries, and other amounts due its Employees in          may reasonably require in support of the invoice. No
connection with this Order and shall be responsible for all      invoice shall be issued prior to completion of Services or
reports and obligations for its Employees, including, but not    shipment of Products. Payment due dates, including
limited to, social security and income tax withholdings,         discount periods, will be calculated from the date of accep-
                                                                 tance of Service or Product, or receipt of correct invoice,
Standard Clauses – Fixed Price / T&M / LH Purchase Order
for Non-Commercial, Supplies and Services
Form ISF P2625 (04/11) Page 6 of 19

whichever is later. Payment of invoice shall not constitute          voucher) any such tax lawfully applicable to any such
approval or acceptance of Services or Products rendered.             goods, and payable by Buyer, with respect to which Buyer
At any time prior to final payment under this Order, Buyer           does not furnish to Seller lawful evidence of exemption.
may have invoices audited as to validity. Payment of                 Seller shall comply with any reasonable request by Buyer
Seller's invoices shall be subject to adjustment for any             regarding payments under protest, and regarding any
amounts found upon audit or otherwise to have been                   refunds, claims, litigation, or proceedings with respect to
improperly invoiced.                                                 any such taxes and shall make appropriate adjustments to
                                                                     afford Buyer the benefit of any refund or reduction in such
Clause is applicable only if, and then only to the extent,
                                                                     CLAUSE NO 21 - LIMITATION OF PAYMENTS
work under this purchase order is to be performed by
Seller on property under ownership, possession, or control           (Applicable to Time and Materials Orders Only):
of Buyer or Buyer’s customer. Seller shall maintain the              Seller shall not exceed the total funded ceiling amount of
following insurances:            (1) Worker’s or Workmen’s           this order unless increased in writing by buyer. Seller shall
Compensation Insurance within statutory limits and in                not supply services for any period beyond that authorized
accordance with the law of the relevant state, including All         by buyer in writing. All worked performed beyond the stated
State and Voluntary Compensation endorsement; (2)                    expiration date of the order will be at the suppliers "own
Employer’s Liability Insurance with a limit of $1,000,000; (3)       risk". No legal liability on the part of Northrop Grumman
Comprehensive General Liability Insurance, including (i)             may arise until the supplier receives written notice from the
Operations and Premises Liability (with elevator liability), (ii)    buyer that the period of performance has been extended
Contractor’s Protective Liability, (iii) Completed Operations        and funding is available. Buyer shall not be obligated to pay
and Product Liability (maintained in effect for a period of five     seller for any amount of work not performed by personnel
years after the date of final payment), (iv) Personal Injury         in the labor categories set forth within the purchase order.
Liability, (v) Contractual Liability, and (vi) Broad Form Property   CLAUSE NO. 22 - REMEDIES: Each of the rights and
Damage Liability (including for completed operations), on an         remedies reserved by Buyer in this purchase order shall be
occurrence basis in an amount of a combined single limit of          cumulative and additional to any other or further remedies
not less than $1,000,000 per occurrence; and (4)                     provided in law or equity or in this purchase order. A waiver
Comprehensive Automobile Liability Insurance, including (i)          of a breach of any provision hereof shall not constitute a
personal injury and (ii) property damage, to cover (a) owned         waiver of any other breach.
automobiles, (b) automobiles under long-term lease, (c) hired
                                                                     CLAUSE NO. 23 - ASSIGNMENT: This purchase order or
automobiles, (d) employer’s non-ownership liability, (e)
                                                                     any interest therein, including any claims for monies due or
medical payments, and uninsured motorists, in the amount of
                                                                     to become due with respect thereto, may only be assigned
a combined single limit of not less than $1,000,000 per
                                                                     upon the written consent of Buyer. Any payment to any
                                                                     assignee of any claim under this purchase order, as a
Such insurance coverage as is required under this purchase           result of such consent, shall be subject to set-off,
order shall be in a form and with insurance carriers                 recoupment, or other reduction for any claim that Buyer
satisfactory to Buyer and without additional cost to Buyer as a      may have against Seller.
price adjustment, unless otherwise expressly provided for
elsewhere within this purchase order. Such insurance shall           CLAUSE NO. 24 - NOTICE OF LABOR DISPUTES:
protect (i) Seller, (ii) Buyer, (iii) any other party expressly      Whenever Seller has knowledge that any actual or
designated by Buyer elsewhere within this purchase order,            potential labor dispute is delaying, or threatens to delay,
from claims that arise out of or result from operations by (i)       the timely performance of this purchase order, Seller shall
Seller under this purchase order, or (ii) any lower-tier             immediately give written notice thereof, including all
subcontractor(s) of Seller, or (iii) anyone directly or indirectly   relevant information with respect thereto, to Buyer. Seller
employed by any of them, or (iv) anyone for whose acts any of        shall insert the substance of this clause, including this
them may be liable.                                                  sentence, in any subcontract hereunder.
Seller shall have all liability insurance required under this        CLAUSE NO. 25 - GOVERNING LAW: This purchase
purchase order amended or endorsed to name Buyer as                  order, and the acceptance thereof, shall be a contract
an additional insured and to indicate that, with respect to          made in the state of Buyer’s office address as shown on
the additional insured, there shall be severability of interest.     the face of this purchase order, and shall be governed by
As evidence of said coverage, Seller shall forward                   and construed according to the laws thereof as if the
certificates of insurance, or copies of insurance policies, to       contract will be wholly performed within such state.
Buyer, which instruments shall contain a provision                   CLAUSE NO. 26 - EXCUSABLE DELAY – FORCE MAJEURE:
requiring notification of Buyer in writing of any cancellation       Neither party shall be responsible to the other party for any
or nonrenewal of said coverage not less than thirty days             delay in performing its obligations under this purchase
before its affectivity.                                              order due to any events of force majeure, except as
CLAUSE NO. 20 - TAXES: Seller's prices shall be exclu-               otherwise provided for within this clause. Force majeure
sive of any federal, state, or local sales, use, or excise           means any act of God, war, act or failure to act of any
taxes levied upon, or measured by, the sale, the sales               government in its sovereign capacity, fire, flood,
price, or use of goods required in the performance of this           earthquake, strike, epidemic, quarantine, embargo, nuclear
purchase order. Seller shall list separately on its invoice (or      incident, or any other act beyond reasonable control and
                                                                     without the fault of either party or its subcontractors. The
Standard Clauses – Fixed Price / T&M / LH Purchase Order
for Non-Commercial, Supplies and Services
Form ISF P2625 (04/11) Page 7 of 19

party whose performance of obligations hereunder has               this purchase order for compliance by Seller, in any one or
been affected by any events of force majeure shall notify          more of the following: (i) drawings, designs, or speci-
the other party within five calendar days thereafter by            fications, where the supplies or services to be furnished
sending a detailed statement and sufficient evidence with          are to be specifically manufactured or produced for Buyer
respect thereto, and shall likewise notify promptly of any         in accordance therewith; (ii) method of shipment or
subsequent change in the circumstances. The affected               packing; (iii) place of delivery; and (iv) delivery schedule
party shall exercise its best efforts under the circum-            and period of performance of work.
stances to remove or remedy the events of force majeure            If any such change causes an increase or decrease in the
and the effects thereof and resume full performance hereof         cost of or the time required for the performance of any part
as soon as possible.                                               of the work under this purchase order (whether or not
CLAUSE NO. 27 - TERMINATION FOR CONVENIENCE:                       changed by such written order), an equitable adjustment
Buyer may at any time terminate this purchase order in             shall be made in the purchase order price or delivery
whole or in part for its convenience upon written notice to        schedule and period of performance, or both, and the
Seller, in which event Seller shall be entitled to reasonable      purchase order shall be modified in writing accordingly.
termination charges consisting of a percentage of the              Any claim by Seller for equitable adjustment under this
purchase order price reflecting the percentage of the work         clause shall be asserted within 20 days from the date of
performed prior to termination, plus any reasonably                receipt by Seller of the notification of change.
incurred settlement expenses.                                      CLAUSE NO. 31 - STOP-WORK ORDER: The Buyer may,
CLAUSE NO. 28 - PATENTS AND DESIGN RIGHTS:                         at any time, by written order to the Seller, require the Seller
Seller warrants that the sale, use, or incorporation into          to stop all, or any part, of the work called for by this
manufactured products of all machines, devices, material,          purchase order for a period of 90 days after the written
software, and firmware which are not of Buyer’s design,            order is delivered to the Seller, and for any further period to
composition or manufacture shall be free and clear of              which the parties may agree. The order shall be specifically
infringement of any valid United States patent (to the extent      identified as a stop-work order issued under this clause.
not covered by Authorization and Consent clause at FAR             Upon receipt of the stop-work order, the Seller shall
52.227-1, copyright, trade mark, mask works, or other              immediately comply with its terms and take all reasonable
proprietary rights. Seller shall hold Buyer, its customers and     steps to minimize the incurrence of costs allocable to the work
lessees harmless from any and all expenses, liability, and loss    covered by the order during the period of work stoppage.
of any kind, including but not limited to attorney’s fees, all     Within a period of 90 days after a stop-work order is delivered
costs, expenses, and fees growing out of claims, suits, or         to the Seller, or within any extension of that period to which the
actions alleging such infringements, which claims, suits, or       parties shall have agreed, the Buyer shall either (1) cancel
actions Seller agrees to defend.                                   the stop-work order; or (2) terminate the work covered by
Seller as part consideration for this purchase order and           the stop-work order as provided for in Clause No. 27 and
without further cost to Buyer hereby grants and agrees to grant    Clause No. 35 of this purchase order.
to Buyer an irrevocable non-exclusive, royalty-free right and      If a stop-work order issued under this clause is canceled or
license to use, sell, manufacture and cause to be                  the period of that order or any extension thereof expires,
manufactured products embodying any and all inventions and         the Seller shall resume work. The Buyer shall make an
discoveries made, conceived or actually reduced to practice        equitable adjustment in the delivery schedule or contract
in connection with Seller’s performance of this purchase           price, or both, and the purchase order shall be modified in
order and Seller hereby grants to Buyer a license to repair,       writing accordingly, if (1) the stop-work order results in an
rebuild or relocate and to have repaired, rebuilt or relocated     increase in the time required for, or in the Seller’s cost
the goods purchased by Buyer under this purchase order.            properly allocable to, the performance of any part of this
Seller agrees that if this purchase order covers research and      purchase order; and (2) the Seller asserts its rights to the
development work, and any discoveries, inventions or patents       adjustment within 20 days after the end of the period of
result therefrom, the entire right, title and interest in and to   work stoppage.
such discoveries, inventions and patents shall belong to           If a stop-work order is not canceled and the work covered
Buyer.                                                             by the stop-work order is terminated for the convenience of
CLAUSE NO. 29 - CLAUSE MODIFICATION REQUIRED                       the Buyer, the Buyer shall allow reasonable costs resulting
BY BUYER’S CUSTOMER: Seller agrees to incorporate                  from the stop-work order in arriving at the termination
into this purchase order any revised clause or additional          settlement. If a stop-work order is not canceled and the
clause as Buyer may reasonably deem necessary to                   work covered by the order is terminated for default, the
enable Buyer to comply with the provisions of the higher-          Buyer shall allow, by equitable adjustment or otherwise,
tier contract and any modifications thereto. If any such           reasonable costs resulting from the stop-work order.
revised clause or additional clause causes any increase or         CLAUSE NO. 32 - ENTIRE AGREEMENT: Except when
decrease in the cost of or time required for performance of        issued to carry out a written contract between the parties,
the purchase order work, an equitable adjustment shall be          this purchase order constitutes the entire agreement of
made in accordance with the procedures of the Changes              sale and purchase of the goods and services identified
clause hereof.                                                     herein, and is expressly limited to and made conditional
CLAUSE NO. 30- CHANGES: Buyer may at any time, by a                upon the acceptance of all the terms and conditions. Any
written order, make changes within the general scope of            additional or different terms and conditions contained in any
Standard Clauses – Fixed Price / T&M / LH Purchase Order
for Non-Commercial, Supplies and Services
Form ISF P2625 (04/11) Page 8 of 19

prior quotation or that may be contained in any                        CLAUSE NO. 38 - SUPERSEDING OR SUPPLE-
acknowledgment of this purchase order shall be deemed                  MENTARY SPECIFICATIONS: All references in any Buyer
objected to by Buyer without further notice of objection and           document or Government specification (excluding those
shall be of no effect nor under any circumstances be binding           incorporated in Seller's model specification) incorporated
upon Buyer. Seller shall be deemed to have assented to all             herein, to any other Buyer or U.S. Government specifi-
terms and conditions of this purchase order if any of the goods        cations shall be deemed to include any and all
are shipped or services provided to Buyer.                             specifications superseding or supplementary to the speci-
CLAUSE NO. 33 - LIMITATION OF BUYER’S                                  fications so referred to, to the extent that such superseding
LIABILITY/STATUTE OF LIMITATIONS: In no event shall                    or supplementary specifications are in effect on the
Buyer be liable for anticipated profits or for incidental or           effective date of this purchase order or on the effective
consequential damages. Buyer’s liability on any claim of               date of any incorporating change notice, if Seller was
any kind for any loss or damage arising out of or connected            furnished or otherwise had been notified of the existence of
with or resulting from this purchase order or from the                 such superseding or supplementary specifications by that
performance or breach thereof shall, in no case, exceed                effective date.
the price allocable to the goods or services or unit thereof           CLAUSE NO. 39 - SET-OFF: Buyer shall be entitled at all
which gives rise to the claim. Buyer shall not be liable for           times to set off any amount owing at any time from Seller
penalties of any description. Any action resulting from any            or any of its affiliated companies to Buyer, against any
breach on the part of Buyer as to the goods or services                amount payable at any time by Buyer or any of its affiliated
delivered hereunder must be commenced within one year                  companies to Seller.
after the cause of action has accrued.                                 CLAUSE NO. 40 - DATA - WITHHOLDING OF
CLAUSE NO. 34 - REQUIREMENTS FOR COST OR                               PAYMENT: If data or other deliverable information
PRICING DATA OR INFORMATION OTHER THAN COST                            (hereinafter called "data"), or any part thereof, is not
OR PRICING DATA: Cost proposals are to be submitted                    delivered within the time specified by this purchase order,
in accordance with the Requirements for Cost or Pricing                or is deficient upon delivery (including having restrictive
Data or Information Other Than Cost or Pricing Data clause at          markings not specifically authorized by this purchase
FAR 52.215-20; unless otherwise expressly stated                       order), Buyer may, until such data is delivered or deficiencies
elsewhere within this subcontract.                                     are corrected, withhold payment to Seller of ten percent (10%)
CLAUSE NO. 35 - TERMINATION FOR DEFAULT: Buyer                         of the total purchase order price, unless a lesser withholding is
may forthwith terminate this purchase order in whole or in             specified elsewhere herein. Payments shall not be withheld
part for default in the event of the occurrence of any of the          nor any other action taken pursuant to this clause where
following: (1)(i) Insolvency of the Seller–Seller shall be             Seller's failure to make timely delivery, or to deliver data
deemed to be insolvent if it has ceased to pay its debts in            without deficiencies, arises out of causes beyond the control
the ordinary course of business or cannot pay its debts as             and without the fault or negligence of Seller within the meaning
they become due, whether it has committed an act of                    of Clause No. 26 hereof. The withholding of any amount or
bankruptcy or not and whether insolvent within the meaning of          subsequent payment thereof to Seller shall not be construed
the Federal Bankruptcy Act or not; (ii) the filing of a voluntary      as a waiver of any rights accruing to the Buyer or U.S.
petition to have Seller declared bankrupt; (iii) the appointment       Government under this purchase order.
of a receiver or trustee for Seller, or (iv) the execution by Seller   CLAUSE NO. 41 - DISPUTES: Any dispute arising under,
of an assignment for the benefit of creditors. (2) Failure of          out of, or in connection with this purchase order that is not
Seller per the terms of this purchase order to - (i) deliver the       settled by agreement of the parties may be resolved by
supplies or perform the services within the time specified in          appropriate legal proceedings. Pending any decision, appeal,
this purchase order or any authorized extension, (ii) make             or judgment, or the settlement of any such dispute arising
progress so as to endanger the performance of this purchase            under, out of, or in connection with this purchase order (except
order, or (iii) perform to any other substantive provisions of this    with respect to any cancellation or termination of purchase
purchase order. The Seller shall diligently proceed with               order work), Seller shall proceed diligently with the
performance of any purchase order work not terminated.                 performance of this purchase order.
The invalidity, in whole or in part, of any provision of this          COST OR PRICING DATA/NON-COMPLIANCE WITH
purchase order shall not void or otherwise affect the                  CAS: The Buyer's prime contract or subcontract with its
validity of any other provision.                                       customer under which this purchase order is issued
CLAUSE NO. 37 - SUBCONTRACTING: (Clause is not                         contains a clause that entitles the customer, the U.S.
applicable if this is a firm-fixed-price or fixed-price with           Government ("the Government") or a Government prime
economic price adjustment purchase order.) Seller shall                contractor or subcontractor, to reduce Buyer's contract
obtain Buyer's prior written consent before issuing any                price, or any costs reimbursable thereunder, where the
next-tier purchase order under this purchase order if any              Government determines that such price or cost was
such next-tier purchase order exceeds five percent of the              increased by any significant sum because Seller or any of
amount of this purchase order, or if such prior written                its subcontractors furnished defective cost or pricing data
consent is otherwise required by any other express                     to Buyer in connection with the award of this purchase
provision of this purchase order.                                      order. Seller hereby agrees to indemnify and hold Buyer
                                                                       harmless from any loss Buyer may suffer resulting from
                                                                       such determination and action taken by the customer
Standard Clauses – Fixed Price / T&M / LH Purchase Order
for Non-Commercial, Supplies and Services
Form ISF P2625 (04/11) Page 9 of 19

pursuant to the foregoing sentence to the extent that such       adjustment of any other terms and conditions of this
action is taken on the basis that Buyer's contract, or any       purchase order.) Seller agrees, and shall certify in writing,
cost reimbursable thereunder, was increased by any               that each of its employees and consultants to perform work
significant amount because the Seller or any of his              under this purchase order on the property of the Buyer or
subcontractors furnished defective cost or pricing data to       its customer shall have passed a generally recognized
Buyer in connection with the award of this purchase order;       alcohol and drug abuse test within sixty days (or any other
provided, however, that Seller's liability to Buyer hereunder    period of time agreed to in writing by the Buyer) preceding
shall be limited to the amount the Government determines         the commencement of such work thereby (unless excused
Seller's price to have been increased because of such            in writing by the Buyer).
defective cost or pricing data and shall not include any         CLAUSE NO. 45 – COMPLIANCE WITH LAWS: Seller
profit, costs, or charges added thereto by Buyer and             shall, in the performance of work or services under this
included in Buyer's price or costs to its customer.              purchase order, fully comply with all applicable federal,
As Seller's exclusive remedy for relief from such a              state, or local laws, rules, regulations, or ordinances.
determination by the Government, Seller shall have the
right to assert in Buyer's name at Seller's expense, Buyer's     CLAUSE NO. 46- SUSPECT/COUNTERFEIT PARTS
right to appeal from such determination under the Disputes       Seller represents and warrants that it has policies and
clause, if any, of Buyer's contract with its customer. The       procedures in place to ensure that none of the supplies or
determination of the Government Contracting Officer or, if       materials furnished under this Purchase Order             are
such an appeal is taken, the decision on appeal shall be         ―suspect/counterfeit parts‖ and certifies, to the best of its
final and conclusive between Buyer and Seller, to the            knowledge and belief, that no such parts have been or are
extent provided in such Disputes clause. If Seller desires       being furnished to Buyer by Seller. ―Suspect/counterfeit
to assert in Buyer's name and at Seller's expense Buyer's        parts‖ are parts that may be of new manufacture, but are
rights described in such Disputes clause, if any, in Buyer's     misleadingly labeled to provide the impression they are of a
contract with its customer, to have questions decided by         different class or quality or from a different source than is
the courts, any final judgement by the courts, is binding        actually the case. They also include refurbished parts,
upon Seller insofar as it relates to this purchase order. In     complete with false labeling, that are represented as new
the event the Buyer does not have the right of appeal to a       parts or any parts that are designated as suspect by the
Government contract appeals board and is therefore               U.S. Government, such as parts listed in alerts published
unable to make such right available to Seller, the               by the Defense Contract Management Agency under the
determination of the Government Contracting Officer, if          Government-Industry Data Exchange Program (GIDEP). If
binding upon Buyer, shall in turn be binding upon Seller         Buyer reasonably determines that Seller has supplied
insofar as it relates to this purchase order; provided,          suspect/counterfeit parts to Buyer, Buyer shall promptly
however, if Buyer elects not to bring suit against its           notify Seller and Seller shall immediately replace the
customer with respect to any such determination, Buyer           suspect/counterfeit parts with parts acceptable to Buyer.
shall notify Seller with reasonable promptness and Seller        Notwithstanding any other provision contained herein,
shall have the right to bring suit against the customer in a     Seller shall be liable for all costs incurred by Buyer to
court of competent jurisdiction in Buyer's name, but at          remove and replace the suspect/counterfeit parts, including
Seller's expense. If Buyer or Seller brings suit against the     without limitation Buyer’s external and internal costs of
customer, a final judgment of any such suit shall be binding     removing such a counterfeit parts, of reinserting
upon Seller and Buyer under this purchase order.                 replacement parts and of any testing necessitated by the
                                                                 reinstallation of Seller’s goods after counterfeit parts have
The rights and obligations described herein shall survive        been      exchanged.          Seller’s    warranty    against
completion of and final payment under, or termination of,        suspect/counterfeit parts shall survive any termination or
this purchase order.                                             expiration of this Purchase Order.
The provisions hereinabove shall also be applicable to any
adjustments in the price of this purchase order required by      CLAUSE NO. 47 WARRANTY OF AUTHENTICITY
the Cost Accounting Standards clause or the Disclosure           Supplier warrants that all products delivered under this
and Consistency of Cost Accounting Practices clause of           order are new and in their original packaging. No
Section D of this form, if such clause applies.                  substitutions are to be supplied without the Buyer's prior
                                                                 written consent. Supplier certifies that the products are
CLAUSE NO. 43. U.S. PERSONS STATUS: (Clause may                  genuine products authorized by the Manufacturer and are
be invoked in writing by Buyer (i) at any time/s within          entitled to the full Manufacturer's warranty and service
performance of this purchase order, and (ii) without             including any related software."
adjustment of any terms and condition of this purchase order.)
Persons assigned under this order to work in any of Buyer’s      SECTION C - SUPPLIER REPRESENTATIONS AND
facilities need to have original documents sufficient to         CERTIFICATIONS
establish identity and their status as a U.S. Person as that
                                                                 The following representations and certifications apply to
term is defined by the ITAR regulations.
                                                                 Quoter (preaward) and to Seller (postaward) to such
CLAUSE NO. 44 – CERTIFIED SCREENING FOR                          extent determined to be required per each scoping
ALCOHOL AND OR DRUG ABUSE: (Clause may be                        provision after each title; and are hereby incorporated in
invoked in writing by Buyer (i) at any time/s within             and made a part of any resulting purchase order (whether
performance of this purchase order, and (ii) without             or not expressly cited therein). These required
Standard Clauses – Fixed Price / T&M / LH Purchase Order
for Non-Commercial, Supplies and Services
Form ISF P2625 (04/11) Page 10 of 19

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

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

the associated provision of Section D, FAR 52.203-11, of               the performance of this contract that are subject to the
this form:                                                             filing and reporting requirements described in Section
    The Offeror, by submitting its offer, hereby certifies to          313 of the Emergency Planning and Community Right-
    the best of his or her knowledge and belief that on or             to-Know Act of 1986 (EPCRA) (42 U.S.C. 11023) and
    after December 23, 1989, - (i) no Federal appropriated             Section 6607 of the Pollution Prevention Act of 1990
    funds have been paid or will be paid to any person for             (PPA) (42 U.S.C. 13106), the offeror will file and continue
    influencing or attempting to influence an officer or               to file for such facilities for the life of the contract the Toxic
    employee of any agency, a Member of Congress, an                   Chemical Release Inventory Form (Form R) as described
    officer or employee of Congress, or an employee of a               in Sections 313(a) and (g) of EPCRA and Section 6607 of
    Member of Congress on his or her behalf in connection              PPA; or (ii) none of its owned or operated facilities to be
    with the awarding of any Federal contract, the making              used in the performance of this contract is subject to the
    of any Federal grant, the making of any Federal loan,              Form R filing and reporting requirements because each
    the entering into of any cooperative agreement, and                such facility is exempt for at least one of the reasons cited
    the extension, continuation, renewal, amendment or                 in subparagraph (b) (2) of the full text certification
    modification of any Federal contract, grant, loan, or              provision at FAR 52.223-13.
    cooperative agreement; (ii) if any funds other than                   SECTION D - FAR AND FAR SUPPLEMENT
    Federal appropriated funds (including profit or fee                           CONTRACT CLAUSES
    received under a covered Federal transaction) have             (Section D excludes Patent Rights and Data Rights contract
    been paid, or will be paid, to any person for influencing      clauses [except FAR 52.227-1, -2, and -10, subject to scoping
    or attempting to influence an officer or employee of any       provision], which, if any, are separately provided for within this
    agency, a Member of Congress, an officer or employee           purchase order.)
    of Congress, or an employee of a Member of
    Congress on his or her behalf in connection with this          General Preamble. The Federal Acquisition Regulation
    solicitation, the Offeror shall complete and submit, with      (FAR), Department of Defense FAR Supplement (DFARS),
    its offer, OMB Standard Form LLL, Disclosure of                and National Aeronautics and Space Administration FAR
    Lobbying Activities, to the Buyer; and (iii) he or she will    Supplement (NFS) clauses identified hereinbelow are
    include the language of this certification in all lower-tier   hereby incorporated into this purchase order by reference with
    purchase orders at any tier and require that all               full force and effect. The applicability and interpretation of each
    recipients of awards in excess of $100,000 shall certify       such clause are subject to any specific parenthetical
    and disclose accordingly. Note: Submission of this             statement following its title and setting forth conditions,
    certification and disclosure is a prerequisite for making      requirements, and instructions for use of the clause
    or entering into this contract imposed by section 1352,        (hereinafter called its scoping provision). The additional
    title 31, United States Code. Any person who makes             DFARS and NFS clauses as applicable, implement and
    an expenditure prohibited under this provision or who          supplement the FAR clauses, taking precedence thereover
    fails to file or amend the disclosure form to be filed or      to any extent inconsistent therewith.
    amended by this provision, shall be subject to a civil         In the event that the Buyer shall have entered into a definitive
    penalty of not less than $10,000, and not more than            prime contract or higher-tier subcontract with its customer prior
    $100,000, for each such failure.                               to the effective date of this supporting purchase order, the
CLAUSE NO. 6 - SUPPLIER ANTI-KICKBACK WARRANTY                     date of each undated clause identified hereinbelow (i) shall be
AND INDEMNIFICATION: (Clause is applicable only if this            the same date as any equivalent clause, of such definitive
purchase order exceeds or will exceed $100,000.) Relating          prime contract or subcontract; or (ii) if there is no equivalent
to the Anti-Kickback Procedures clause of Section D,               clause, shall be the regulatory date in effect therefore as of the
FAR 52.203-7, of this form:                                        effective date of this supporting purchase. In the event that the
                                                                   Buyer shall not have entered into a definitive prime contract or
    Seller warrants that it is in full compliance with the         higher-tier subcontract with its customer prior to the effective
    provisions of the Anti-Kickback Act of 1986, 41 U.S.C.         date of this supporting purchase order, the date of each
    51-58, and shall indemnify, protect, defend, and hold          undated clause identified hereinbelow shall be the regulatory
    Buyer harmless from any liabilities or monetary loss           date in effect therefore as of the effective date of this
    Buyer may suffer resulting from failure of such                supporting purchase order.
    compliance by Seller.
                                                                   All such clauses shall, with respect to the rights, duties,
CLAUSE NO. 7 - SUPPLIER CERTIFICATION OF TOXIC                     and obligations of the Buyer and Seller thereunder, be
CHEMICAL RELEASE REPORTING: (Clause is applicable                  interpreted and construed in such manner as to recognize
only if this purchase order (i) is for other than a commercial     and give effect to: (i) the contractual relationship between
item per FAR Part 2, and (ii) exceeds or will exceed               the Buyer and the Seller under this purchase order, (ii) the
$100,000). Submission of this certification is a prerequisite      rights of any higher-tier subcontractor with respect thereto
for making or entering into any resulting purchase order as        under the higher-tier subcontract, and (iii) the rights of the
imposed by Executive Order 12969, August 8, 1995.                  Government or other customer with respect thereto under
Relating to the Toxic Chemical Release Reporting clause            the prime contract from which such clauses are derived.
of Section D, FAR 52.223-14, of this form:
                                                                   Where rights, duties, and obligations are expressed herein
    By signing this offer, the offeror certifies that – (i) As     as applying to the Government, they shall generally apply
    the owner or operator of facilities that will be used in       by reason of the flow-down to the Buyer; and where
Standard Clauses – Fixed Price / T&M / LH Purchase Order
for Non-Commercial, Supplies and Services
Form ISF P2625 (04/11) Page 13 of 19

expressed herein as applying to the Contractor, they shall         52.215-15   Pension Adjustments and Asset Reversions
generally apply by reason of the flow-down to the Seller. As                   (Clause is applicable only (i) if this purchase
an exception to such generalization, some scoping provisions                   order requires certified cost or pricing data,
may particularize such definitions, which particularizations are               or (ii) if any preaward or postaward cost
to be accorded precedence.                                                     determinations under this purchase order
All Seller contact with the prime contractor and/or any                        are subject to FAR Subpart 31.2.)
higher-tier subcontractor relating to performance of this          52.215-16   Facilities Capital Cost of Money (Clause is
purchase order shall be through or coordinated with the                        applicable only if FCCM was included as
Buyer, except as may be otherwise expressly provided for                       cost in pricing this purchase order.)
within this purchase order.
                                                                   52.215-17   Waiver of Facilities Capital Cost of Money
Where (i) claims or reports from the Seller need to be sent by                 (Clause is applicable [in place of Facilities
the Buyer to its customer for review, approval, or preservation                Capital Cost of Money clause of FAR
of rights; and (ii) time constraints have been flowed down in                  52.215-30] only if FCCM was not included
this purchase order; and (iii) associated Buyer processing time                as cost in pricing this purchase order.)
has not been expressly provided for herein; each such time
constraint shall be deemed to be cut back by a number of           52.215-18   Reversion or Adjustment of Plans for
days reasonable to allow for Buyer processing under the                        Postretirement Benefits (PRB) Other Than
particular circumstances.                                                      Pensions (Clause is applicable only (i) if this
                                                                               purchase order requires certified cost or
1. FAR CONTRACT CLAUSES                                                        pricing data, or (ii) if any preaward or
A. FAR Contract Clauses applicable to this Purchase                            postaward cost determinations under this
   Order irrespective of amount thereof (except as                             purchase order are subject to FAR Subpart
   may be noted hereinbelow)                                                   31.2.)
52.202-1       Definitions                                         52.215-19   Notification of Ownership Changes (Clause
52.203-3       Gratuities (Clause is not applicable to any                     is applicable only if (i) this purchase order
               extent this purchase order is for personal                      required certified cost or pricing data, or (ii)
               services.)                                                      any preaward or postaward cost determina-
                                                                               tions under this purchase order are subject
52.203-15      Whistleblower Protections Under the                             to FAR Subpart 31)
               American Recovery and Reinvestment Act
               of 2009                                             52.215-20   Requirements for Cost or Pricing Data or
                                                                               Information Other than Cost or Pricing Data.
52.204-2       Security Requirements (In paragraph (c),
               "Changes clause" shall be deemed to be              52.222-3    Convict Labor (Clause is inapplicable if this
               that of this purchase order.)                                   purchase order is determined to be subject
                                                                               to Walsh-Healey Public Contracts Act at
                                                                               FAR 52.222-20.)
52.204-10      Reporting Executive Compensation and                52.222-4    Contract Work Hours and Safety Standards
               First-Tier Subcontract Awards As                                Act – Overtime Compensation (Clause shall
               applicable, Seller shall report to Buyer the                    be flowed down to any lower-tier
               names and total compensation of each of its                     subcontractor.
               five most highly compensated executives for
               Seller’s preceding completed fiscal year.           52.222-21   Prohibition of Segregated Facilities (Clause
               This information is prior to award, and                         is applicable if Equal Opportunity clause has
                                                                               been determined to apply to this purchase
               annually thereafter during contract
               performance, and will be made public in
               accordance with FAR 52.204-10, Reporting            52.222-22   Previous Contracts and Compliance Reports
               Executive Compensation and First-Tier                           (Clause is applicable if Equal Opportunity
               Subcontract Awards.                                             clause has been determined to apply to this
52-204-11      American Recovery and Reinvestment                              purchase order. Representation provided for in
               Act— Reporting Requirements                                     Section C of this form.)

52.211-5       Material Requirements                               52.222-25   Affirmative Action Compliance (Clause is
                                                                               applicable if Equal Opportunity clause has
52.211-15      Defense Priority and Allocation Require-                        been determined to be applicable to this
               ments (Clause is applicable unless this                         purchase order. Representation provided for
               purchase order provides no DPAS rating.)                        in Section C of this form.)
Standard Clauses – Fixed Price / T&M / LH Purchase Order
for Non-Commercial, Supplies and Services
Form ISF P2625 (04/11) Page 14 of 19

52.222-26     Equal Opportunity (Clause is applicable only      52.234-1    Industrial Resources Developed Under
              (i) if this purchase order is not exempted by                 Defense Production Act Title III (Clause is
              Secretary of Labor under Executive Order                      applicable only if this purchase order is
              11246 as amended per FAR 22.807, and (ii)                     identified elsewhere herein as stemming
              then only with respect to provisions of                       from a major system prime contract.)
              subparagraphs (b) (1) through (b)(11)             52.236-13   Accident Prevention (Applicable to any work
              [binding Seller thereto].)                                    performed at or in a Government installation by
52.222-41     Service Contract Act of 1965, as Amended                      Seller as required by buyer.
              (Clause is applicable only to any services to                 Protection     of   Government     Buildings,
              exceed $2,500 and otherwise subject to            52.237-2    Equipment, and Vegetation (Applicable to any
              such Act. Note associated requirement of                      work performed on a Government installation.
              FAR Part 22.)                                                 "Government" thereunder means Buyer, prime
52.222-50     Combating Trafficking in Persons                              contractor [if not Buyer], and any upper-tier
52.222-54     Employment Eligibility Verification
                                                                52.237-3    Continuity of Services (Clause is applicable
52.223-3      Hazardous Material Identification and                         only to any services being provided under
              Material Safety Data (Entry is considered to                  this purchase order.)
              be ―none‖ unless seller explicitly states
              otherwise within its quotation or proposal.       52.242-17   Government Delay of Work
              Alternate I applies if procurement is for other   52.244-6    Subcontracts for Commercial Items and
              than the Department of Defense.)                              Commercial Components
52.223-5      Pollution Prevention and Right-to-Know            52.245-1
              Information (Clause is applicable only to                     Government Property with Alternate I (JUNE
              services to be performed on a Government                      2007). As prescribed in 45.107 (a)(2),
              facility.)                                                    substitute the following for paragraph (h)(1)
                                                                            of the basic clause:
52.223-7      Notice of Radioactive Materials Identification
              and Materials                                                 (h)(1) The Contractor assumes the risk of,
52.223-18     Contractor Policy to Ban Text Messaging                       and shall be responsible for, any loss,
              While Driving The Subcontractor shall insert                  damage, destruction, or theft of Government
              the substance of this clause in all                           property upon its delivery to the Contractor
              subcontracts that exceed the micro-                           as      Government-furnished        property.
              purchase threshold                                            However, the Contractor is not responsible
52.224-2      Privacy Act (applicable to contracts which                    for reasonable wear and tear to Government
              requires the design, development, or                          property or for Government property
              operation of such a system of records                         properly consumed in performing this
52.225-1      Buy American Act—Supplies.
              Duty-Free Entry (Clause is applicable only if                 (Clause is applicable only if U. S.
              such clause is contained in Buyer's prime                     Government      property   under    this
              contract or subcontract with its customer -                   Subcontract is to be furnished to Seller
              under which any reduced duty-free entry                       through Buyer.)
52.225-8      thresholds shall apply. Under paragraph
              (b)(1), change "20 days" to "30 days."            52.246-2    Inspection of Supplies – Fixed Price
              Under paragraph (b)(2), change "10 days" to                   (Alternate I applies if this purchase order is
              "20 days.")                                                   fixed-price incentive type.)
                                                                52.246-4    Inspection of Services – Fixed-Price
52.225-13     Restrictions on Certain Foreign Purchases         52.246-6    Inspection – Time-and-Material and Labor-
52.227-1      Authorization and Consent (Clause is                          Hour (Clause is applicable only to any T&M
              applicable only if and to extent such clause                  or L-H work under this purchase order.)
              is contained in Buyer's prime contract or         52.246-7    Inspection of Research and Development –
              subcontract with its customer.)                               Fixed-Price (Clause is applicable only to any
52.227-10     Filing of Patent Applications — Classified                    R&D work under this purchase order.)
              Subject Matter                                    52.246-23   Limitation of Liability (Clause is applicable only
52.232-9      Limitation on Withholding of Payments                         (i) if and to the extent such clause is contained
                                                                            in Buyer's prime contract or subcontract with
                                                                            its customer, and (ii) to other than high-value
                                                                            items per FAR 46.802 expressly so identified
                                                                            within this purchase order.)
Standard Clauses – Fixed Price / T&M / LH Purchase Order
for Non-Commercial, Supplies and Services
Form ISF P2625 (04/11) Page 15 of 19

52.246-24     Limitation of Liability – High-Value Items             D. FAR Contract Clauses applicable if this purchase
              (Clause is applicable only (i) if and to the extent       order is to exceed $100,000 (except as may be
              such clause is contained in Buyer's prime                 noted hereinbelow)
              contract or subcontract with its customer; and         52.203-5    Covenant Against Contingent Fees ("This
              (ii) then shall apply [in place of the Limitation of               contract" hereunder includes the prime
              Liability clause of FAR 52.246-23] only to items                   contract, any higher-tier subcontract, and
              [if any] identified in this purchase order as                      this purchase order.)
              being subject to such clause [i.e., as being
              high-value items per FAR 46.802, approved in           52.203-6    Restrictions on Subcontractor Sales to the
              writing for such coverage by U.S. Government                       Government
              Contracting Officer].)                                 52.203-7    Anti-Kickback Procedures (Subparagraph
52.249-2      Termination for Convenience of the                                 (c)(1) of clause is inapplicable.) (Warranty
              Government (Fixed-Price) (In paragraph (d),                        provided for in Section C of this form.)
              change ―1 year‖ to ―6 months.‖ In paragraph            52.203-11   Certification and Disclosure Regarding
              (k), change ―90 days‖ to ―45 days.‖)                               Payments to Influence Certain Federal
52.251-1      Government Supply Sources (For purposes                            Transactions (Certification provided for in
              of this clause, "Government" means U.S.                            Section C of this form.)
              Government [not Buyer].          Any Buyer             52.203-12   Limitation on Payments to Influence Certain
              authorization for Seller use of U.S.                               Federal Transactions
              Government supply sources necessitates and             52.209-5    Certification Regarding Debarment, Suspen-
              is contingent upon Buyer obtaining prior U.S.                      sion, Proposed Debarment, and Other
              Government approval. Referenced provisions                         Responsibility Matters (Clause is applicable
              of Government Property clause of FAR                               only if this purchase order is first-tier from
              52.245-2 apply [even if such clause has not                        the prime contract. Certification provided for
              been expressly made a part of this purchase                        in Section C of this form.)
                                                                     52.215-2    Audit    and   Records     -   Negotiation
52.253-1      Computer Generated Forms                                           ("Contracting Officer" thereunder means
B. FAR Contract Clauses applicable if this purchase                              U.S. Government Contracting Officer.)
   order is to exceed $10,000 (except as may be noted                52.215-14   Integrity of Unit Prices (Paragraph (b) of
   hereinbelow)                                                                  clause is inapplicable.)
52.222-20    Walsh-Healy Public Contracts Act                        52.219-8    Utilization of Small Business Concerns
52.222-36    Affirmative Action for Workers                 with
                                                                     52.222-35   Affirmative Action for Disabled Veterans and
                                                                                 Veterans of the Vietnam Era (Clause is
C. FAR Contract Clauses applicable if this purchase                              applicable if award is $100,000 or more).
   order is to exceed $30,000 (except as may be noted
                                                                     52.222-37   Employment Reports on Disabled Veterans
                                                                                 and Veterans of the Vietnam Era (Clause is
52.209-6     Protecting the Government's Interest when                           applicable if award is $100,000 or more).
             Subcontracting with Contractors Debarred,
                                                                     52.222-39   Notification of Employee Rights Concerning
             Suspended, or Proposed for Debarment
                                                                                 Payment of Union Dues or Fees.
             (Clause is applicable only if this purchase order
             is first-tier from the prime contract. Seller shall     52.223-13   Certification of Toxic Chemical Release
             comply with paragraph (b) of such clause.)                          Reporting (Clause is applicable only if (i) this
52.227-2     Notice and Assistance Regarding Patent                              purchase order is for other than a
             and Copyright Infringement                                          commercial item or component per clause
                                                                                 at FAR 52.202-1, or (ii) Seller is not exempt
52.244-5     Competition in Subcontracting                                       per criteria of such clause.)
52.246-25    Limitation of Liability — Services (Clause is           52.223-14   Toxic Chemical Release Reporting (Clause
             applicable (i) only if and to the extent such                       is applicable only if (i) this purchase order is
             clause is contained in Buyer's prime contract                       for other than a commercial item or
             or subcontract with its customer, and (ii) other                    component per clause at FAR 52.202-1 and
             than for (a) automatic data processing, (b) tele-                   (ii) Seller is not exempt per criteria of clause
             communications, (c) construction, (d) architect-                    at FAR 52.223-13.) (Certification provided
             engineering services, and/or (e) maintenance                        for in Section C of this form.)
             and rehabilitation of real property, and (iii) for
             items not priced at or based on catalog or              52.242-13   Bankruptcy (Any such notification shall be to
             market prices.)                                                     Buyer. After "for all Government contracts,"
                                                                                 insert "with Seller.")
                                                                     52.243-6    Change Order Accounting (The threshold of
                                                                                 $100,000 stated in the clause is revised to
Standard Clauses – Fixed Price / T&M / LH Purchase Order
for Non-Commercial, Supplies and Services
Form ISF P2625 (04/11) Page 16 of 19

             $10,000." Any requirement for such change                          [except paragraph (b) thereof] only if (i) such
             order accounting shall be expressly                                clause is included in Buyer's prime contract
             established within the specific Buyer change                       or subcontract with its customer, (ii) Seller is
             order.)                                                            other than small business concern, (iii) this
52.247-63    Preference for U.S.-Flag Air Carriers                              purchase order is for less than $10,000,000,
             (Clause is inapplicable for commercial item.)                      (iv) Seller is eligible for and elects modified CAS
                                                                                coverage per FAR Part 30, and (v) such clause
52.247-64    Preference for Privately Owned U.S.-Flag                           is expressly stated to be applicable in the body
             Commercial Vessels (Clause is inapplicable                         of this purchase order [with the date thereof
             for commercial item.)                                              indicated.] If clause is so applicable, Seller
52.248-1     Value Engineering (Clause is applicable only if                    shall include substance of clause [except
             (i) this or similar clause is contained in Buyer's                 paragraph (b) thereof] in lower-tier purchase
             prime contract or subcontract with its                             orders, per provisions of paragraph (d) of
             customer; and (ii) this purchase order is not for                  clause.)
             (a) research and development other than full-        52.230-6      Administration of Cost Accounting Standards
             scale development, (b) engineering services                        (Clause is applicable only if Cost Accounting
             from not-for-profit or nonprofit organization, (c)                 Standards clause of FAR 52.230-2 or
             personal services, (d) product or component                        Disclosure and Consistency of Cost Accounting
             improvement, or (e) commercial product that                        Practices clause of FAR 52.230-3 applies to this
             does not involve packaging specifications or                       purchase order.)
             other special requirements or specifications. In
             paragraph (j), "Contracting Officer" means the       2. DFARS CONTRACT CLAUSES (The Department of
             U.S. Government Contracting Officer, and, in            Defense FAR supplement [DFARS] contract clauses
             the legend of paragraph (m), "Government"               identified hereinbelow: (i) are applicable only if this
             means both the U.S. Government and the                  purchase order results from any prime contract or
             Buyer. DoD deviation applies if this purchase           subcontract with Buyer's customer falling under DFARS–
             order stems from higher-tier contract with              1991 Edition, (ii) supersede any FAR contract clauses of
             DoD.)                                                   same subject matter to any extent inconsistent therewith,
                                                                     and (iii) are subject to any specific scoping provision per
E. FAR Contract Clauses applicable if this Purchase                  individual clause [see General Preamble hereinabove].)
   Order is to exceed $550,000 (except as may be
   noted hereinbelow)                                             A. DFARS Contract Clauses - Applicable to this
                                                                     Purchase Order irrespective of amount thereof
                                                                     (except as may be noted hereinbelow)
52.203-13    Contractor Code of Business Ethics and               252.204-7000     Disclosure of Information
             Conduct (Dec 2007). Clause applicable, to all
             subcontracts that have a value in excess of          252.204-7002     Payment for Subline Items Not Separately
             $5,000,000 and a performance period of                                Priced
             more than 120 days.                                                   Requirements for Contracts            Involving
52.203-14    Display of Hotline Poster(s).                                         Export-Controlled Items
             Applicable to all subcontracts that exceed
                                                                  252.209-7004     Subcontracting with Firms That Are
             $5,000,000, except when the subcontract—
                                                                                   Owned or Controlled by the Government
             (1) Is for the acquisition of a commercial                            of a Terrorist Country
             item; or (2) Is performed entirely outside the       252.215-7000     Pricing Adjustments
             United States.
52.230-2     Cost Accounting Standards (Clause is
             applicable [except paragraph (b) thereof] only       252.215-7004     Excessive Pass-Through Charges
             if (i) such clause is included in Buyer's prime
             contract or subcontract with its customer, (ii)      252.223-7001     Hazard Warning Labels
             Seller is other than small business concern,
             and (iii) Seller is not otherwise exempt under       252.223-7002     Safety Precautions for Ammunition and
             corresponding provisions of FAR Part 30,                              Explosives (Clause is applicable only if
             and (iv) such clause is expressly stated to be                        this purchase order involves ammunition
             applicable in the body of this purchase order                         or    explosives.   Government    safety
             [with the date thereof indicated]. If clause is                       representatives   may evaluate Seller
             so applicable, Seller shall include substance                         compliance.)
             of clause [except paragraph (b) thereof] in          252.223-7003     Change in Place of Performance – Am-
             lower-tier purchase orders, per provisions of                         munition and Explosives
             paragraph (d) of clause.)
                                                                  252.223-7007     Safeguarding   Sensitive   Conventional
52.230-3     Disclosure and Consistency of Cost                                    Arms, Ammunition, and Explosives
             Accounting Practices (Clause is applicable                            (Clause applicable if order is for the
Standard Clauses – Fixed Price / T&M / LH Purchase Order
for Non-Commercial, Supplies and Services
Form ISF P2625 (04/11) Page 17 of 19

                development, production, manufacture, or          252.225-7040   Contractor Personnel Authorized to
                purchase of AA&E; or (2) If AA&E will be                         Accompany U.S. Armed Forces Deployed
                provided to the subcontractor as                                 Outside the United States.(applicable in all
                Government-furnished property).                                  subcontracts      when      subcontractor
252.225-7008    Supplies to be Accorded Duty-Free Entry                          personnel are authorized to accompany
                (In clause, insert "[Stated elsewhere within                     U.S. Armed Forces deployed outside the
                this purchase order, if any.].")                                 United States in—1)          Contingency
                                                                                 operations;(2)        Humanitarian       or
252.225-7009    Restriction on Acquisition of Certain Articles                   peacekeeping operations; 3)          Other
                Containing Specialty Metals (July 2009).                         military operations; or (4)        Military
252.225-7010    Commercial Derivative Military Article—                          exercises designated by the Combatant
                Specialty Metals Compliance Certificate                          Commander.
                (July 2009)
                                                                  252.227-7013   Rights in Technical Data--Noncommercial
252.225-7012    Preference  for         Certain     Domestic                     Items (applicable Whenever any technical
                Commodities                                                      data for noncommercial items is to be
252.225-7013    Duty-Free Entry (applicable to all                               provided).
                subcontracts for (i) Qualifying country           252.227-7014   Rights in Noncommercial Computer
                components; or (ii) Nonqualifying country                        Software and Noncommercial Computer
                components for which the Contractor                              Software Documentation (Whenever any
                estimates that duty will exceed $200 per                         noncommercial computer software or
                unit)                                                            computer software documentation is to be
                Preference for Domestic Specialty Metals,
                Alternate I (applies if this Subcontract
                                                                  252.227-7016   Rights in Bid or Proposal Information (all)
                requires delivery of product containing
                specialty metals under program for (i)
                aircraft, (ii) missile and space systems, (iii)   252.227-7019   Validation of Asserted Restrictions--
                ships, (iv) tank-automotive, (v) weapons or                      Computer Software (where computer
252.225-7014                                                                     software is being furnished)
                (vi) ammunition or Alt 1. otherwise is
                incorporated in prime contract.)

252.225-7016    Restriction on Acquisition of Ball and            252.227-7037   Validation of Restrictive Markings on
                Roller Bearings                                                  Technical Data (orders requiring the
                                                                                 delivery of technical data, except
                                                                                 contractual instruments for commercial
252.225-7018    Notice of Prohibition of Certain Contracts
                                                                                 items or commercial components.
                with Foreign Entities for the Conduct of
                Ballistic Missile Defense RDT&E (Clause is
                applicable only if this purchase order stems      252.228-7005   Accident Reporting and Investigation
                from competitively negotiated RDT&E prime                        Involving Aircraft, Missiles, and Space
                contract under BMD program.)                                     Launch Vehicles
252.225-7022    Restriction on Acquisition of Polyacry-           252.231-7000   Supplemental Cost Principles
                lonitrile (PAN) Carbon Fiber (Clause is
                                                                  252.235-7002   Animal Welfare (Clause is applicable only
                applicable only if this purchase order is
                                                                                 if this purchase order involves research on
                under a major systems acquisition program
                                                                                 live vertebrate animals.)
                [FAR Part 34] not yet in production.)
                                                                  252.235-7003   Frequency Authorization – Alternate I
252.225-7024    Restrictions on Acquisition of Night Vision
                                                                                 (Authorization shall be through or
                Image Intensifier Tubes and Devices
                                                                                 coordinated with Buyer.)
                (Clause is applicable only if this purchase
                order uses fiscal year 1990 or later funds.)      252.239-7000   Protection      Against  Compromising
                                                                                 Emanations (Clause is applicable only if
252.225-7025    Restriction on Acquisition of Forgings
                                                                                 this purchase order calls for computer
252.225-7028    Exclusionary Policies and Practices of                           equipment or systems to process
                Foreign Governments                                              classified information.)
252.225-7030    Restriction on Acquisition of Carbon,             252.239-7016   Telecommunications Security Equipment,
                Alloy, and Armor Steel Plate (if in Federal                      Devices, Techniques, and Services.
                Supply Class 9515 or is described by                             (applicable to all subcontracts which
                specifications of the American Society for                       require securing telecommunications
                Testing Materials or the American Iron            252.243-7001   Pricing of Contract Modifications
                and Steel Institute.
                                                                  252.251-7000   Ordering    from    Government       Supply
Standard Clauses – Fixed Price / T&M / LH Purchase Order
for Non-Commercial, Supplies and Services
Form ISF P2625 (04/11) Page 18 of 19

                Sources (Clause is applicable only if this                    only if Small, Small Disadvantaged and
                purchase order contains Government                            Women-Owned            Small         Business
                Supply Sources clause of FAR 52.251-1.                        Subcontracting Plan clause of FAR
                Any Buyer authorization for Seller use of                     52.219-9 is applicable to this purchase
                U.S. Government supply sources necessi-                       order. Note requirement that majority of
                tates and is contingent upon Buyer                            earnings must directly accrue to such
                obtaining   prior   U.S.     Government                       socially and economically disadvantaged
                approval.)                                                    individuals.)
252.251-7001    Use of Interagency Fleet Management            252.222-7006   Restrictions on the Use of Mandatory
                System (IFMS) Vehicles and Related                            Arbitration Agreements (Applicable to all
                Services (Clause is applicable only if this                   subcontracts, task orders and Purchase
                purchase order contains Interagency Fleet                     Orders at every tier in excess of $1
                Management System (IFMS) Vehicles and                         million except for commercial items and
                Related Services clause of FAR 52.251-2.                      commercially      available      off-the-shelf
                Any Buyer authorization for Seller use of                     items.) The Seller agrees not to –
                IFMS vehicles and related services                            (1) Enter into any agreement with any of
                necessitates and is contingent upon Buyer                     its employees or independent contractors
                obtaining    prior   U.S.    Government                       that requires, as a condition of
                approval.)                                                    employment, that the employee or
                                                                              independent contractor agree to resolve
                                                                              through arbitration any claim under title
B. DFARS Contract Clauses - Applicable if this P                              VII of the Civil Rights Act of 1964 or any
   Purchase Order is to exceed $100,000 (except as                            tort related to or arising out of sexual
   may be noted hereinbelow)                                                  assault or harassment, including assault
                                                                              and battery, intentional infliction of
                                                                              emotional distress, false imprisonment,
252.203-7001  Prohibition on Persons Convicted of Fraud                       or negligent hiring, supervision, or
              or Other Defense-Contract-Related                               retention; or
              Felonies (Clause is applicable only if this                     (2)Take any action to enforce any
              purchase order is first tier from the prime                     provision of an existing agreement with
              contract.)                                                      an employee or independent contractor
252.209-7000 Acquisition from Subcontracts Subject to                         that mandates that the employee or
              On-Site Inspection Under the Inter-                             independent contractor resolve through
              mediate-Range Nuclear Forces (INF)                              arbitration any claim under title VII of the
              Treaty (Clause is applicable only to other                      Civil Rights Act of 1964 or any tort
              than commercial or commercial-type                              related to or arising out of sexual assault
              products [defined at FAR 11.001].)                              or harassment, including assault and
252.225-7015 Preference for Domestic Hand or                                  battery, intentional infliction of emotional
              Measuring Tools                                                 distress, false imprisonment, or negligent
252.247-7023 Transportation of Supplies by Sea                                hiring, supervision, or retention.
252.247-7024 Notification of Transportation of Supplies
                                                                              The     Seller,   consistent  with     the
              by Sea
                                                                              agreement in which this term is being
252.248-7000 Preparation of Value Engineering Change                          used] agrees to flow down this provision
              Proposals (Clause is applicable only if this                    in all subcontracts, task orders and
              purchase      order       contains      value                   Purchase Orders at every tier that are in
              engineering clause prescribed by FAR                            excess of $1 million, except those for
              Subpart 48.2. Selection of MIL-STD-480                          commercial          items,       including
              or MIL-STD-481 (Short Form) shall be at                         commercially      available  off-the-shelf
              subsequent Buyer's discretion.)                                 items.     Failure to comply with this
C. DFARS Contract Clauses - Applicable if this                                provision will be considered a material
    Purchase Order is to exceed $550,000 (except as                           breach and, at the sole discretion of
    may be noted hereinbelow)                                                 Buyer and may result in termination for
                                                                              default or cause.
252.211-7000    Acquisition Streamlining (Clause is applica-
                ble only if this purchase order (i) exceeds
                $1,000,000, and (ii) stems from a prime
                contract under a systems acquisition
252.219-7003    Small, Small Disadvantaged and Women-
                Owned Small Business Subcontracting
                Plan (DoD Contracts) (Clause is applicable
Standard Clauses – Fixed Price / T&M / LH Purchase Order
for Non-Commercial, Supplies and Services
Form ISF P2625 (04/11) Page 19 of 19

252.225-7026     Reporting of Contract Performance Out-                            inconsistent provisions of this purchase
                 side the United States (Clause is                                 order (including Section B Clause No. 19).
                 applicable only (i) if this purchase order is      18-52.235-70   Center for Aerospace Information – Final
                 first tier from the prime contract; and (ii)                      Scientific and Technical Reports (Clause
                 then to any extent it requires delivery of                        is applicable only (i) if and to extent clause
                 other than commercial items [as defined                           is contained in Buyer's prime contract or
                 in DFARS 211.7001], construction, ores,                           subcontract with its customer, and (ii) if
                 natural      gases,     utilities, petroleum                      this purchase order involves research and
                 products and crudes, timber [logs], or                            development work.)
                                                                    18-52.244-70   Geographic Participation in the Aerospace
252.225-7033     Waiver of United Kingdom Levies                                   Program (Clause is applicable only (i) if
                 (applicable to any subcontract for                                and to extent clause is contained in
                 supplies exceeding $1 million with a U.K.                         Buyer's prime contract or subcontract with
                 firm.                                                             its customer, and (ii) if this purchase order
                                                                                   exceeds $100,000.)
252.226-7001     Utilization of Indian Organizations,               18-52.245-70   Contractor Requests for Government-
                 Indian-Owned Economic Enterprises,                                Owned Equipment (Clause is applicable
                 and Native Hawaiian Small Business                                only if and to extent clause is contained in
                 Concerns.    (all orders exceeding                                Buyer's prime contract or subcontract with
                 $500,000).                                                        its customer.)
                                                                    18-52.245-73   Financial Reporting of NASA Property in
3.    NASA FAR SUPPLEMENT CONTRACT CLAUSES                                         the Custody of Contractors (Clause is
     (The NASA contract clauses identified hereinbelow:                            applicable only if this purchase order is
     (i) are applicable only if this purchase order results                        first-tier. Seller shall submit reports to
     from any prime contract or subcontract with the                               Buyer in sufficient time to consolidate and
     Buyer's customer falling under the NASA FAR                                   meet reporting date of paragraph (c) of
     Supplement (NFS), (ii) supersede any FAR contract                             clause.)
     clauses of same subject matter to any extent
     inconsistent therewith, and (iii) are subject to any           18-52.246-73   Human Space Flight Item (If this purchase
     specific scoping provision per individual clause [see                         order is identified within as relating to a
     General Preamble hereinabove].)                                               human space flight item, Seller shall
                                                                                   comply with the following statement and
18-52.219-74     Use of Rural Area Small Businesses                                shall require its inclusion in each lower-
                 (Clause is applicable only if such clause is                      tier purchase order [without exception]:
                 contained in Buyer's prime contract or
                 subcontract with its customer. Then, if                           For use in manned space flight; materials,
                 this purchase order offers subcontracting                         manufacturing, and workmanship of highest
                 possibilities, Seller is encouraged to use                        quality standards are essential to astronaut
                 its best efforts to award lower-tier                              safety.
                 purchase orders to small business                                 If you are able to supply the desired item
                 concerns located in rural areas.)                                 with a higher quality than that of the items
18-52.219-75     Small Business Subcontracting Reporting                           specified or proposed, you are requested
                                                                                   to bring this fact to the immediate
18-52.223-70     Safety and Health (Clause is applicable                           attention of the purchaser.)
                 only if this purchase order (i) exceeds
                 $1,000,000, or (ii) involves use of
                 hazardous materials or operations.)
18-52.223-71     Frequency      Authorization      (Clause     is
                 applicable only if this purchase order calls for
                 developing, producing, testing, or operating
                 device     for    which     radio    frequency
                 authorization is required. Processing shall
                 be through Buyer.)
18-52.228-75     Minimum Insurance Coverage (Clause is
                 applicable only (i) if and to extent such
                 clause is contained in Buyer's prime
                 contract or subcontract with its customer,
                 and (ii) if and to extent performance of any
                 part of this purchase order is on
                 Government installation. If so applicable,
                 clause takes precedence over any

To top