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Terms and Conditions

GENERAL PROVISIONS

FORMATION OF CONTRACT. This proposed purchase contract, which incorporates by reference these General
Provisions and all other terms and conditions set forth in this proposed purchase contract (collectively, the “Contract”),
is Buyer’s offer to purchase the goods and any related services and/or other deliverables (collectively, the “Goods”)
described in this offer. Acceptance is strictly limited to the terms and conditions in this offer. Unless specifically
agreed to in writing by Buyer’s Authorized Procurement Representative, Buyer objects to, and is not bound by, any
term or condition that differs from or adds to this offer. Seller’s commencement of performance or acceptance of this
offer in any manner shall conclusively evidence acceptance of this offer as written. Seller’s provision of the Goods
shall be governed solely by this Contract. Buyer and Seller are referred to herein as a “Party” or collectively as the
“Parties.”

SCHEDULE
a. Seller shall strictly adhere to the shipment or delivery schedules specified in this Contract. In the event of any
anticipated or actual delay, including but not limited to delays attributed to labor disputes, Seller shall: (i) promptly
notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay;
(ii) provide Buyer with a written recovery schedule; and (iii) if requested by Buyer, ship via air or other expedited
routing, at no additional cost to Buyer, to avoid or minimize delay to the maximum extent possible.
b. Seller shall not deliver Goods prior to the scheduled delivery dates unless authorized in writing by Buyer’s
Authorized Procurement Representative.
c. Buyer shall, at no additional cost, retain goods furnished in excess of the specified quantity or in excess of any
allowable overage unless, within forty-five (45) days of shipment, Seller requests return of such excess. In the
event of such request, Seller shall reimburse Buyer for reasonable costs associated with storage and return of the
excess.

PACKING AND SHIPPING
a. Seller shall pack the Goods to prevent damage and deterioration. Buyer may charge Seller for damage to or
deterioration of any Goods resulting from improper packing or packaging.
b. If the Contract specifies FOB destination (place of delivery), then in addition to any other shipping instructions,
Seller shall forward Goods freight prepaid. Seller shall make the transportation arrangements, pay the shipping
costs, and remain responsible for the Goods until the Goods are delivered and the Buyer takes possession at the
destination.
c. If the Contract specifies FOB origin (place of shipment), then in addition to any other shipping instructions, Seller
shall forward Goods collect. For Goods shipped within the United States, Seller shall make no declaration
concerning the value of the Goods shipped except on Goods where the tariff rating is dependent upon released or
declared value. In such event, Seller shall release or declare such value at the maximum value within the lowest
rating. Upon Buyer’s request, Seller will identify packaging charges showing material and labor costs for container
fabrication.

CHANGES
a. Buyer’s Authorized Procurement Representative may, without notice to sureties and in writing, direct changes
within the general scope of this Contract in any of the following: (i) technical requirements and descriptions,
specifications, statement of work, drawings or designs; (ii) shipment or packing methods; (iii) place of delivery,
inspection or acceptance; (iv) reasonable adjustments in quantities or delivery schedules or both; (v) amount of
Buyer-furnished property; (vi) terms and conditions of this Contract required to meet Buyer’s obligations under its
customer prime contracts or subcontracts; and, if this Contract includes services, (vii) description of services to be
performed; (viii) time of performance (e.g., hours of the day, days of the week, etc.); and (ix) place of
performance. Seller shall comply promptly with such direction. Except for the rights granted to Buyer under this
Article, a change pursuant to this Article shall not give rise to nor authorize any other modification of or
amendment to the terms and conditions of this Contract.
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b. If such change increases or decreases the cost or time required to perform this Contract, Buyer and Seller shall
negotiate an equitable adjustment in the price or schedule, or both, to reflect the increase or decrease. Buyer
shall modify this Contract in writing accordingly. Unless otherwise agreed in writing, Seller must assert any claim
for adjustment to Buyer’s Authorized Procurement Representative in writing within fifteen (15) days and
deliver a fully supported proposal to Buyer’s Authorized Procurement Representative within sixty (40) days, after
Seller’s receipt of such direction. Buyer may, at its sole discretion, consider any claim regardless of when
asserted. If Seller’s proposal includes the cost of property made obsolete or excess by the change, Buyer may
direct the disposition of the property. Seller has the burden to support the amount of Seller’s claim for equitable
adjustment. Further, Buyer shall have the right to verify the amount of Seller’s claim in accordance with the
Financial Records and Audit Article of this Contract. Failure of the Parties to agree upon any adjustment shall not
excuse Seller from performing in accordance with Buyer’s direction.
c. If Seller considers that Buyer’s conduct constitutes a change, Seller shall notify Buyer’s Authorized Procurement
Representative promptly in writing as to the nature of such conduct and its effect upon Seller’s performance.
Pending direction from Buyer’s Authorized Procurement Representative, Seller shall take no action to implement
any such change.

SUSPENSION OF WORK
a. Buyer’s Authorized Procurement Representative may, by written order, suspend all or part of the work to be
performed under this Contract for a period not to exceed one hundred (100) days. Within such period of any
suspension of work, Buyer shall: (i) cancel the suspension of work order; (ii) terminate this Contract in
accordance with the “Termination for Convenience” Article of this Contract; (iii) cancel this Contract in accordance
with the “Cancellation for Default” Article of this Contract if grounds for default exist; or (iv) extend the stop work
period.
b. Seller shall resume work whenever a suspension is canceled. Buyer and Seller shall negotiate an equitable
adjustment in the price or schedule or both if: (i) this Contract is not canceled or terminated; (ii) the suspension
results in a change in Seller’s cost of performance or ability to meet the Contract delivery schedule; and (iii) Seller
submits a claim for adjustment within twenty (20) days after the suspension is canceled.

TERMINATION FOR CONVENIENCE.
Buyer may terminate all or part of this Contract, effective as of the date specified by Buyer, in accordance with
the provisions of Federal Acquisition Regulation (“FAR”) 52.249-2 (May 2004) “Termination for Convenience of the
Government (Fixed Price),” which provisions, except for subparagraphs (d) and (j), are incorporated herein by
reference. The terms “Government” and “Contracting Officer” shall mean “Buyer,” “Contractor” shall mean “Seller,”
and the phrase “1 year” is deleted each place it occurs and “six months” is substituted in its place. The time
for requesting an equitable adjustment under subparagraph l (lower case letter “L”) is reduced to forty-five (45) days.
Settlements and payments under this Article may be subject to approval by the Contracting Officer and the
Settlement Review Board.

CANCELLATION FOR DEFAULT
a. Buyer may, by written notice to Seller, cancel all or part of this Contract: (i) if Seller fails to deliver the Goods
within the time specified by this Contract or any written extension; (ii) if Seller fails to perform any other provision
of this Contract or fails to make progress, so as to endanger performance of this Contract, and, in either of these
two circumstances, within ten (10) days after receipt of notice from Buyer specifying the failure, does not cure the
failure or provide Buyer with a written detailed plan adequate to cure the failure if such failure reasonably cannot
be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement
Representative; or (iii) in the event of Seller’s bankruptcy, suspension of business, insolvency, appointment of a
receiver for Seller’s property or business, or any assignment, reorganization or arrangement by Seller for the
benefit of its creditors.
b. Seller shall continue all work not canceled.
c. Buyer may require Seller to transfer title and deliver to Buyer, as directed by Buyer, any (i) completed Goods, and
(ii) any partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and
contract rights (collectively, “Manufacturing Materials”) that Seller has specifically produced or acquired for the
canceled portion of this Contract. Upon direction from Buyer, Seller shall also protect and preserve property in its
possession in which Buyer or its customer has an interest.
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d. Buyer shall pay the Contract price for completed Goods accepted. In addition, any payment for Manufacturing
Materials accepted by Buyer and for the protection and preservation of property shall be at a price determined in
accordance with the “Termination for Convenience” Article of this Contract, except that Seller shall not be entitled
to profit. Buyer may withhold from any amount due under this Contract any sum Buyer determines to be
necessary to protect Buyer or Buyer’s customer against loss because of outstanding liens or claims of former lien
holders.
e. If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the Parties shall be
as if the Contract had been terminated according to the “Termination for Convenience” Article of this Contract.

FORCE MAJEURE.
Seller shall not be liable for excess re-procurement costs pursuant to the “Cancellation for Default” Article of this
Contract incurred by Buyer because of any failure to perform this Contract under its terms if the failure arises from
causes beyond the control and without the fault or negligence of Seller. Examples of these causes are: (a) acts of
God or of the public enemy; (b) acts of the Government in either its sovereign or contractual capacity; (c) fires; (d)
floods; (e) epidemics; (f) quarantine restrictions; (g) strikes; (h) freight embargoes; and (i) unusually severe
weather. In each instance, the failure to perform must be beyond the control and without the fault or
negligence of Seller. If Seller’s failure is caused by the failure of a subcontractor of Seller and if such failure arises out
of causes beyond the reasonable control of both, and if such failure is without the fault or negligence of either, Seller
shall not be liable for excess re-procurement costs unless the goods or services to be furnished by the subcontractor
were obtainable from other sources in sufficient time to permit Seller to meet the required delivery schedules. Seller
shall notify Buyer in writing within ten (10) days after the beginning of any such cause(s). In all cases, Seller shall use
reasonable efforts to avoid or minimize all such failures, including exercising work-around plans or obtaining the
Goods from other sources.

QUALITY CONTROL.
Seller shall establish and maintain a quality control system acceptable to Buyer for the Goods purchased under this
Contract. Seller shall permit Buyer to review procedures, practices, processes and related documents to determine
such acceptability.

SELLER’S NOTICE OF DISCREPANCIES
a. Seller shall promptly notify Buyer in writing when discrepancies in Seller’s process, including any violation of or
deviation from Seller’s approved inspection/quality control system, or Goods are discovered or suspected
regarding Goods delivered or to be delivered under this Contract, including the quantity and specific identity of
any impacted Goods.
b. Whenever Seller receives, either before or after shipment of Goods under this Contract, notification that any of the
Goods, including any component, part, or material thereof, is the subject of a Government-Industry Data
Exchange Program (“GIDEP”) alert, Seller shall promptly furnish such information to Buyer. If this Contract is
over $500,000, Seller shall participate in GIDEP under the latest revision of GIDEP Requirements Guide,
NAVSEA S0300-BU-GYD-010.

INSPECTION
a. At no additional cost to Buyer, Goods shall be subject to inspection, surveillance and test at reasonable times and
places, including Seller’s subcontractors’ locations. Buyer has the right to visit Seller’s and Seller’s
subcontractors’ locations during operating hours to inspect, review and assess progress and performance under
this Contract, including, but not limited to, production, schedule, and quality. Any Buyer representative shall be
allowed access to all areas used for the performance of the Contract. Buyer shall perform inspections,
surveillance, reviews and tests so as not to unduly delay the work.
b. Seller shall maintain an inspection system acceptable to Buyer for the Goods purchased under this Contract.
c. If Buyer performs an inspection, surveillance, review or test on the premises of Seller or its subcontractors, Seller
shall furnish, and require its subcontractors to furnish, without additional charge, reasonable facilities and
assistance for the safe and convenient performance of these duties.

ACCEPTANCE AND REJECTION
a. Buyer shall accept the Goods or give Seller notice of rejection due to any defect or nonconformance within a
reasonable time after the date of delivery. No payment, prior test, inspection, passage of title, any failure or delay
in performing any of the foregoing, or failure to discover any defect or other nonconformance shall relieve Seller of
any obligations under this Contract or impair any rights or remedies of Buyer, including revocation of acceptance.
b. If Seller delivers defective or non-conforming Goods, Buyer may at its option and at Seller’s expense: (i) require
Seller to promptly correct or replace the Goods; (ii) return the Goods for credit or refund; (iii) correct the Goods; or
(iv) obtain replacement Goods from another source. Return to Seller of defective or non-conforming Goods and
redelivery to Buyer of corrected or replaced Goods shall be at Seller’s expense.
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c. Seller shall not redeliver corrected or rejected Goods without disclosing the former rejection or requirement for
correction. Seller shall disclose any corrective action taken. Repair, replacement and other correction and
redelivery shall be completed as Buyer’s Authorized Procurement Representative may reasonably direct.

WARRANTY
a. Seller warrants that:
i. The Goods furnished under this Contract shall conform to all specifications and requirements of this Contract
and shall be free from defects in materials and workmanship;
ii. To the extent the Goods are not manufactured pursuant to detailed designs and specifications furnished by
Buyer, the Goods shall be free from design and specification defects;
misappropriate any trade secret of any third party;
iv. The Goods shall be free from liens or encumbrances;
v. The Goods shall not contain any viruses, malicious code, trojan horse, worm, time bomb, self-help code, back
door, or other software code or routine designed to: (a) damage, destroy or alter any software or hardware;
(b) reveal, damage, destroy, or alter any data; (c) disable any computer program automatically; or (d) permit
unauthorized access to any software or hardware; and
vi. The Goods shall not contain any third-party software (including software that may be considered free software
or open source software) that: (a) may require any software to be published, accessed or otherwise made
available without the consent of Buyer; or (b) may require distribution, copying or modification of any software
free of charge.
b. This warranty shall begin upon Buyer’s final acceptance of the Goods and shall survive inspection, test and
payment for the Goods. The warranty shall extend for a period of one (1) year or such other period as set forth
elsewhere in this Contract, and Buyer shall give Seller notice after discovery of a defect or nonconformance in the
Goods. The warranty shall run to Buyer and its successors, assigns and customers. In the event of any defect or
nonconformance in the Goods, Buyer may, at its option and at Seller’s expense: (i) require prompt correction or
replacement of the Goods, or (ii) return the Goods for credit or refund. Return to Seller of defective or nonconforming
Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller’s expense. Goods
required to be corrected or replaced shall be subject to the requirements of this Contract in the same manner and
to the same extent as Goods originally delivered under this Contract, but only as to the corrected or replaced part
or parts thereof. Even if the Parties disagree about the existence of a breach of this warranty, Seller shall
promptly comply with Buyer’s direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or
parts and installation instructions required to successfully correct the defect or nonconformance. If the Parties
later determine that Seller did not breach this warranty, the Parties shall equitably adjust the Contract price.

COUNTERFEIT GOODS
a. Seller shall not furnish Counterfeit Goods to Buyer, defined as Goods or separately-identifiable items or
components of Goods that: (i) are an unauthorized copy or substitute of an Original Equipment Manufacturer or
Original Component Manufacturer (collectively, “OEM”) item; (ii) are not traceable to an OEM sufficient to ensure
authenticity in OEM design and manufacture; (iii) do not contain proper external or internal materials or
components required by the OEM or are not constructed in accordance with OEM design; (iv) have been reworked,
re-marked, re-labeled, repaired, refurbished, or otherwise modified from OEM design but not disclosed as
such or are represented as OEM authentic or new; or (v) have not passed successfully all OEM required testing,
verification, screening, and quality control processes. Notwithstanding the foregoing, Goods or items that contain
modifications, repairs, re-work, or re-marking as a result of Seller’s or its subcontractor’s design authority, material
review procedures, quality control processes or parts management plans, and that have not been misrepresented
or mismarked without legal right to do so, shall not be deemed Counterfeit Goods. Counterfeit Goods shall be
deemed nonconforming to this Contract.
b. Seller shall implement an appropriate strategy to ensure that Goods furnished to Buyer under this Contract are
not Counterfeit Goods. Seller’s strategy shall include, but is not limited to, the direct procurement of items from
OEMs or authorized suppliers, conducting approved testing or inspection to ensure the authenticity of items, and,
when items are to be procured from non-authorized suppliers, obtaining from such non-authorized suppliers
appropriate certificates of conformance that provide one or more of the following: (i) the OEM’s original certificate
of conformance for the item; (ii) sufficient records providing unbroken supply chain traceability to the OEM; or (iii)
test and inspection records demonstrating the item’s authenticity.
c. If Seller becomes aware or suspects that it has furnished Counterfeit Goods to Buyer under this Contract, Seller
promptly, but in no case later than thirty (30) days from discovery, shall notify Buyer and replace, at Seller’s
expense, such Counterfeit Goods with OEM or Buyer-approved Goods that conform to the requirements of this
Contract. For confirmed Counterfeit Goods, GIDEP notification shall also be made no later than sixty (60) days
after discovery. Seller shall be liable for all costs related to the replacement of Counterfeit Goods and any testing
or validation necessitated by the installation of authentic Goods after Counterfeit Goods have been replaced.
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d. Seller bears responsibility for procuring authentic Goods or items from its subcontractors and shall ensure that all
such subcontractors comply with the requirements of this Article.

RIGHTS OF BUYER’S CUSTOMERS AND REGULATORS TO PERFORM INSPECTION, SURVEILLANCE AND TESTING.

Buyer’s rights to perform inspections, surveillance and tests and to review procedures, practices,
processes and related documents related to quality assurance, quality control, flight safety and configuration control
shall extend to Buyer’s customers that are departments, agencies or instrumentalities of the United States
Government, including the United States Government Federal Aviation Administration and any successor agency or
instrumentality of the United States Government. Buyer may also, at Buyer’s option, by prior written notice from
Buyer’s Authorized Procurement Representative, extend such rights to other customers of Buyer and to agencies or
cooperate with any such United States Government-directed or Buyer-directed inspection, surveillance, test or review
without additional charge to Buyer. Nothing in this Contract shall be interpreted to limit United States Government
access to Seller’s facilities pursuant to law or regulation.

INVOICES AND PAYMENT. Unless otherwise authorized by Buyer’s Authorized Procurement Representative, Seller
shall issue a separate original invoice for each delivery of Goods that shall include Buyer’s Contract number and line
item number. Seller shall forward its invoice to the address specified elsewhere in this Contract. Unless freight or
other charges are itemized, Buyer may take any offered discount on the full amount of the invoice. Payment due
date, including discount periods, shall be computed from the later of the scheduled delivery of Goods date, the actual
delivery of Goods date or the date of receipt of a correct invoice. Payment shall be deemed made on the date Buyer’s
check is mailed or payment is otherwise tendered. Seller shall promptly repay Buyer any amounts paid in excess of
amounts due Seller.

TAXES. Unless this Contract specifies otherwise, the price of this Contract includes, and Seller is liable for and shall
pay, all taxes, impositions, charges and exactions imposed on or measured by this Contract except for applicable
sales and use taxes that are separately stated on Seller’s invoice. Prices shall not include any taxes, impositions,
charges or exactions for which Buyer has furnished a valid exemption certificate or other evidence of exemption.

FINANCIAL RECORDS AND AUDIT. Seller shall retain all financial records and documents pertaining to the Goods
for a period of no less than three years after final payment. Such records and documents shall date back to the time
this Contract was issued and shall include without limitation, catalogs, price lists, invoices, underlying data and basis
for cost estimates, and inventory records. Buyer shall have the right to examine, reproduce and audit all Seller records
related to pricing, incurred costs and proposed costs associated with any proposals (prior to or after contract award),
invoices or claims.

SELLER FINANCIAL REVIEW. If this Contract, in the aggregate, exceeds $350,000 and extends for more than one
year, or if requested by Buyer, Seller shall provide financial data as specified below, on a quarterly basis, or as
requested, to Buyer’s Corporate Credit Office for credit and financial condition reviews. If Seller itself is publicly traded
(not a subsidiary of a publicly-traded company) and is required to file reports with the Securities and Exchange
Commission (“SEC”), Buyer’s Corporate Credit Office shall obtain Seller financial data from information made
available to the general public via 10-K and 10-Q reporting requirements. In the event that Seller does not submit
financial statements to the SEC or is no longer required to do so during the term of this Contract, Seller shall provide
financial data on a quarterly basis to Buyer’s Corporate Credit Office. Such financial data shall include, but is not
limited to, balance sheets, schedule of accounts payable and receivable, major lines of credit, creditors, income
statements (profit and loss), cash flow statements, firm backlog, and headcount. Copies of such data are to be made
available within seventy-two (72) hours of any written request by Buyer’s Corporate Credit Office. All such information
shall be treated as confidential.

DEFECTIVE COST OR PRICING DATA
a. If Seller, its subcontractor, or prospective subcontractor fails to submit accurate, complete and current cost or
pricing data, and, as a result of that failure, the Government reduces the price of Buyer’s prime contract, Buyer
may recover from Seller an amount equal to the price reduction of the prime contract.
b. If, as a result of Seller’s or its subcontractor’s foregoing conduct, the Government imposes a penalty on or
charges Buyer interest, Buyer may recover from Seller the amount of that interest or penalty.
c. For the purposes of paragraphs a and b of this Article, if Buyer is a higher-tier subcontractor, “Government”
means the higher-tier contractor and “prime contract” means the higher-tier subcontract.
d. Seller will not raise as defenses the matters listed in FAR 52.215-10(c)(1) (AUG 2011) or FAR 52.215-11(d)(1)
(AUG 2011).
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CONFIDENTIAL, PROPRIETARY, AND TRADE SECRET INFORMATION AND MATERIALS
a. Buyer and Seller shall each keep confidential and protect from unauthorized use and disclosure all (i) confidential,
proprietary and/or trade secret information, including Buyer-provided specifications and Buyer-provided
information pertaining to qualification, certification, manufacturing, and/or quality testing and procedures; (ii)
tangible items and software containing, conveying or embodying such information; and (iii) tooling identified as
being subject to this Article that is obtained, directly or indirectly, from the other in connection with this Contract or
other agreement, including Buyer’s contract with its customer, if any, (collectively referred to as “Proprietary
Information and Materials”). Proprietary Information and Materials shall not include information that is, as
evidenced by competent records provided by the receiving Party, lawfully in the public domain, lawfully disclosed
to or known by the receiving Party without restriction, generally known in the relevant trade or industry prior to
disclosure hereunder, or developed by the receiving Party independently without use of or reference to the
disclosing Party’s Proprietary Information and Materials.
b. Buyer and Seller shall each use Proprietary Information and Materials of the other only in the performance of and
for the purpose of this Contract, other contracts between the Parties, and Buyer’s contract with its customer, if
any. However, despite any other obligations or restrictions imposed by this Article or any prior agreement, Buyer
shall have the right to use and reproduce Seller’s Proprietary Information and Materials internal to Buyer,
regardless of when disclosed. Buyer shall further have the right to, use, disclose, reproduce and make derivative
works of Seller’s Proprietary Information and Materials (i) to fulfill Buyer’s obligations under, and (ii) for the
purposes of testing, certification, use, sale or support of any goods delivered under, this Contract, other contracts
with Seller and Buyer’s contract with its customer, if any. Any such use, disclosure, reproduction or derivative
work by Buyer shall, whenever appropriate, include a restrictive legend suitable for the particular circumstances.
The restrictions on disclosure or use of Proprietary Information and Materials shall apply to all materials derived
by the receiving Party or others on its behalf from the disclosing Party’s Proprietary Information and Materials. In
addition to disclosures permitted hereunder, a receiving Party may disclose received Proprietary Information and
Materials in response to a subpoena or court order duly issued in a judicial or legislative process, provided that
the receiving Party has used reasonable efforts to give the disclosing Party advance written notice of any such
disclosure requirement and to reasonably cooperate with the disclosing Party in protecting against any such
disclosure and/or obtaining a protective order narrowing its scope.
c. Upon Buyer’s request at any time, and in any event upon the completion, termination or cancellation of this
Contract, Seller shall return to Buyer all of Buyer’s Proprietary Information and Materials and all materials derived
therefrom, unless specifically directed otherwise in writing by Buyer. Seller shall not at any time (i) dispose of (as
scrap or otherwise) any Goods, parts or other materials containing, conveying, embodying or made in accordance
with or by reference to any Proprietary Information and Materials of Buyer without the prior written authorization of
Buyer or (ii) make, use, or sell any Goods, parts or other materials containing, conveying, embodying or made in
accordance with or by reference to any Proprietary Information and Materials of Buyer without notifying Buyer in
writing before any such planned making, using, or selling activity and executing an agreement between the
Parties requiring payment by Seller of a reasonable license fee to Buyer as consideration for each use of such
Proprietary Information and Materials of Buyer, unless Buyer has provided prior written authorization to Seller.
Prior to disposing of such Goods, parts or other materials as scrap, Seller shall render them unusable. Buyer
shall have the right to audit Seller’s compliance with this Article.
d. Seller may disclose Proprietary Information and Materials of Buyer to its subcontractors as required for the
performance of this Contract, provided that each such subcontractor first agrees in writing to obligations no less
restrictive than those imposed upon Seller under this Article. Seller shall be liable to Buyer for any breach of such
obligation by such subcontractor.
e. The provisions of this Article are effective notwithstanding the application of any restrictive legends or notices to
Proprietary Information and Materials. The provisions of this Article shall survive the performance, completion,
termination or cancellation of this Contract.
f. Seller agrees that any technical data and computer software furnished to Buyer as a required deliverable under
this Contract will be free from confidential, proprietary, or restrictive-use markings that are not expressly permitted
by applicable FAR or other U.S. Government agency FAR supplement clauses incorporated in this Contract
(“Nonconforming Markings”). Buyer may notify Seller of a Nonconforming Marking, and if Seller fails to remove or
correct such marking within sixty (60) days after such notification, Buyer may, at Seller’s expense, correct any
such Nonconforming Marking.
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PATENT, TRADEMARK AND COPYRIGHT INDEMNITY. Seller shall indemnify, defend and hold harmless Buyer
and its customer from all claims, suits, actions, awards (including, but not limited to, awards based on intentional
infringement of patents known at the time of such infringement, exceeding actual damages and/or including attorneys’
fees and/or costs), liabilities, damages, costs and attorneys’ fees related to the actual or alleged infringement of any
United States or foreign intellectual property right (including, but not limited to, any right in a patent, copyright,
industrial design or semiconductor mask work, or based on misappropriation or wrongful use of information or
documents) and arising out of the manufacture, sale or use of Goods by either Buyer or its customer. Buyer and/or its
customer will duly notify Seller of any such claim, suit or action. Seller will, at its own expense, fully defend such claim,
suit or action on behalf of the indemnities. Seller will have no obligation under this Article with regard to any
infringement arising from (a) the compliance of Seller’s new product design with formal specifications issued by Buyer
where infringement could not be avoided in complying with such specifications or (b) use or sale of Goods for other
than their intended application in combination with other items when such infringement would not have occurred from
the use or sale of those Goods solely for the purpose for which they were designed or sold by Seller. For purposes of
this Article only, the term Buyer will include AMRO Fabricating Corporation and all AMRO subsidiaries and all officers,
agents and employees of AMRO or any AMRO subsidiary.

INTELLECTUAL PROPERTY
a. Intellectual Property (“IP”). IP means inventions, discoveries and improvements; know-how; technical data,
drawings, specifications, process information, reports and documented information; and computer software. IP
includes all worldwide common law and statutory rights to the foregoing, including but not limited to, patents,
industrial designs, trade secrets, copyrights, mask work registrations, and the like.
b. Background IP. Seller shall retain ownership of all IP owned or developed by Seller prior to the effective date of
or outside the scope of this Contract (“Background IP”). Seller grants to Buyer an irrevocable, nonexclusive,
sublicensable, perpetual, paid-up, royalty-free, worldwide license (i) to use, reproduce, distribute, modify, and
prepare derivative works of such Background IP and (ii) to use, make, have made, offer for sale, sell, distribute
and import products and services that incorporate or embody such Background IP, in each case solely as
necessary for the purpose of exploiting Buyer’s rights in the Goods or Foreground IP. Seller grants to Buyer such
license rights for any purpose in the event Buyer cancels all or part of this Contract for Seller default in
accordance with the “Cancellation for Default” Article of this Contract or in the event Buyer, in its own judgment,
must provide Seller with design, manufacturing, or on-site support substantially in excess of what is required of
Buyer under this Contract in order for Seller to comply with this Contract.
c. Employee Agreements. Seller shall obtain agreements with its personnel to enable the grant of rights to which
Buyer is entitled under this Article.
d. Third Party IP. To the extent Seller incorporates third-party IP into any contract deliverable, Seller shall obtain for
Buyer at least the license rights granted in paragraph b of this Article in such third-party IP, at no additional cost to
Buyer.
e. Foreground IP. The following subparagraphs of this paragraph e shall not apply to: (i) commercial offǦtheǦshelf
Goods except to the extent such Goods are modified or redesigned pursuant to this Contract; or (ii) any Goods to
the extent their development was funded by the U.S. Government.
i. All IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with others, in
performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Buyer. To the
extent Foreground IP consists of works of authorship, such works shall be works made for hire with the
copyrights vesting in Buyer. Seller hereby transfers, conveys, and assigns all right, title and interest in such
Foreground IP free of charge to Buyer. Seller hereby irrevocably transfers, conveys, and assigns all right, title
and interest in any other Foreground IP not considered a work made for hire free of charge to Buyer. Seller
shall protect Foreground IP that is Proprietary Information and Materials as required by this Contract and shall
mark documents or portions of documents containing Foreground IP as “AMRO Proprietary” information or as
otherwise directed by Buyer in writing.
ii. Seller will, within two (2) months after conception or first actual reduction to practice of any invention and prior
to Contract completion, disclose in writing to Buyer all inventions, whether or not patentable, in sufficient
technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller
shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire,
prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. Seller hereby irrevocably appoints
Buyer and any of Buyer’s officers and agents as Seller’s attorney in fact to act on Seller’s behalf and instead
of Seller, with the same legal force and effect as if executed by Seller, with respect to executing any such
written instruments.
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iii. Buyer grants to Seller a non-exclusive, royalty-free right during the term of this Contract to use, reproduce,
modify, practice and prepare derivative works of any Foreground IP solely as necessary for Seller to perform
its obligations under this Contract, except that, notwithstanding the foregoing, Seller may use and disclose
Proprietary Information and Materials as permitted under this Contract. Seller shall not, without Buyer’s prior
written consent, use Foreground IP or such derivative works in any manner not authorized under this
Contract, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture,
offering for sale or selling any product, equipment, or service which utilizes or is enabled by Foreground IP.

ASSIGNMENT AND CHANGE OF CONTROL
a. Seller shall not and shall cause its affiliates not to, directly, indirectly, voluntarily or involuntarily, in each case,
whether by transfer, operation of law, Change of Control (as defined in subparagraph b below) or otherwise
assign this Contract, assign any of its rights or interest in this Contract, delegate any of its obligations under this
Contract, or subcontract for all or substantially all of its performance of this Contract (each, an “Assignment”),
without Buyer’s prior written consent after advance written notice by Seller. No purported Assignment, with or
without Buyer’s consent, shall relieve Seller of any of its obligations under this Contract or prejudice any rights or
claims that Buyer may have against Seller, whether such obligations, rights or claims, as the case may be, arise
before or after the date of any purported Assignment; provided however, that Seller may assign its right to monies
due or to become due under this Contract, and this Article does not limit Seller’s ability to purchase standard
commercial supplies or raw material in connection with its performance of this Contract.
b. For purposes of this Contract, the term “Change in Control” shall mean any of the following, whether in a single
transaction or a series of related transactions and whether or not Seller is a party thereto:
i. a sale, conveyance, transfer, distribution, lease, assignment, license or other disposition of all or substantially
all of the assets of Seller;
ii. any consolidation or merger of Seller or its controlling affiliates, any dissolution of Seller or its controlling
affiliates, or any reorganization of one or more of Seller or its controlling affiliates; or
iii. any sale, transfer, issuance, or disposition of any equity securities or securities or instruments convertible or
exchangeable for equity securities (collectively, “securities”) of Seller or its controlling affiliates in which the
holders of all of the securities that may be entitled to vote for the election of any member of a board of
directors or similar governing body of Seller or such controlling affiliate immediately prior to such
transaction(s) hold less than fifty percent (50%) of the securities that may be entitled to vote for the election of
any such member in such entity immediately following such transaction(s).

PUBLICITY AND CUSTOMER COMMUNICATION
a. Without Buyer’s prior written approval, Seller shall not, and shall require that its subcontractors at any tier shall
not, release any publicity, advertisement, news release or denial or confirmation of same regarding this Contract
or the Goods or program to which it pertains. Seller shall be responsible to Buyer for any breach of such
obligation by any subcontractor.
b. Except as otherwise expressly provided in this Contract, Buyer shall be responsible for all coordination and
communication with Buyer’s customer, including any higher-tier contractor(s), regarding this Contract or the
Goods or program to which it pertains. Seller shall have no communications regarding the foregoing with Buyer’s
customer, including any higher-tier contractor(s), without Buyer’s advance written approval and coordination.

PROPERTY MANAGEMENT
a. Buyer’s Property. Seller shall clearly mark, maintain an inventory of, and keep segregated or identifiable all of
Buyer’s property and all property to which Buyer acquires an interest by virtue of this Contract. Seller assumes all
risk of loss, destruction or damage of such property while in Seller’s possession, custody or control, including any
transfer to Seller’s subcontractors. Upon request, Seller shall provide Buyer with adequate proof of insurance
against such risk of loss. Seller shall not use such property other than in performance of this Contract without
Buyer’s prior written consent. Seller shall notify Buyer’s Authorized Procurement Representative if Buyer’s
property is lost, damaged or destroyed. As directed by Buyer, upon completion, termination or cancellation of this
Contract, Seller shall deliver such property, to the extent not incorporated in delivered Goods, to Buyer in good
condition subject to ordinary wear and tear and normal manufacturing losses. Nothing in this Article limits Seller’s
use, in its direct contracts with the Government, of property in which the Government has an interest
b. Government-Owned Property. To the extent that Seller, including any subcontractor thereof, uses U.S.
Government property, either furnished to or acquired by Seller under this Contract, in the performance of this
Contract, Seller shall manage such property in accordance with FAR 52.245-1 (APR 2012), unless some other
date version or equivalent FAR clause is provided elsewhere in this Contract, as implemented through the
requirements of clause E000, which is incorporated by reference into this Contract.
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c. Special Tooling. To the extent that Seller, including any subcontractor thereof, uses special tooling, either
furnished to or acquired by Seller under this Contract, in the performance of this Contract, Seller shall manage
such tooling in accordance with clause E223, which is incorporated by reference into this Contract.

UTILIZATION OF SMALL BUSINESS CONCERNS
a. Seller agrees to actively seek out and provide the maximum practicable opportunities for small businesses, small
disadvantaged businesses, women-owned small businesses, minority business enterprises, historically black
colleges and universities and minority institutions, Historically Underutilized Business Zone small business
concerns and U.S. Veteran and Service-Disabled Veteran Owned small business concerns to participate in the
subcontracts Seller awards to the fullest extent consistent with the efficient performance of this Contract.
b. The Seller is hereby notified that, under 15 U.S.C. 645(d), any person who misrepresents a firm’s business size or
socioeconomic status as defined in FAR 52.219-9 in order to obtain a contract to be awarded under the
provision of Federal law that specifically references section 8(d) for a definition of program eligibility, shall: (i). be
punished by imposition of a fine, imprisonment, or both; (ii) be subject to administrative remedies, including
suspension and debarment; and (iii) be ineligible for participation in programs conducted under the authority of
the Act. Socioeconomic status for AMRO subcontracts includes the list of concerns in FAR 52.219-9 as well as
women-owned small business concerns, Historically Black College or University or Minority Institutions, Indian
organizations or Indian-owned economic enterprises, rural area small business concerns, foreign business
concerns, joint ventures, and/or a large minority business concerns or women-owned large business concerns.

BUSINESS CONDUCT
a. Compliance with Laws. Seller and the Goods shall comply with all applicable statutes and government rules,
regulations and orders. Without acting as a limitation, Seller shall comply with (i) all applicable country laws
relating to anti-corruption or anti-bribery, including, but not limited to, legislation implementing the Organization for
Economic Co-operation and Development “Convention on Combating Bribery of Foreign Public Officials in
International Business Transactions” (the “OECD Convention”) or other anti-corruption/anti-bribery convention;
and (ii) the requirements of the Foreign Corrupt Practices Act, as amended, (“FCPA”) (15 U.S.C. §§78dd-1, et.
seq.), regardless of whether Seller is within the jurisdiction of the United States, and Seller shall, neither directly
nor indirectly, pay, offer, give, or promise to pay or give, any portion of monies or anything of value received from
Buyer to a non-U.S. public official or any person in violation of the FCPA and/or in violation of any applicable
country laws relating to anti-corruption or anti-bribery.
b. Gratuities. Seller warrants that neither it nor any of its employees, agents, or representatives have offered or
given, or will offer or give, any gratuities to Buyer’s employees, agents or representatives for the purpose of
securing this Contract or securing favorable treatment under this Contract.
c. Code of Basic Working Conditions and Human Rights. Buyer is committed to providing a safe and secure
working environment and the protection and advancement of basic human rights in its worldwide operations. In
furtherance of this commitment, Buyer has adopted a Code of Basic Working Conditions and Human Rights
setting out in detail the measures it takes to ensure this commitment is fulfilled. The AMRO Code may be
downloaded at http://www.boeing.com/aboutus/culture/code.html. Buyer strongly encourages Seller to adopt and
enforce concepts similar to those embodied in the AMRO Code, including conducting Seller’s operations in a
manner that is fully compliant with all applicable laws and regulations pertaining to fair wages and treatment,
freedom of association, personal privacy, collective bargaining, workplace safety and environmental protection.
Further, any material violation of law by Seller relating to basic working conditions and human rights, including
laws regarding slavery and human trafficking, of the country or countries in which Seller is performing work under
this Contract may be considered a material breach of this Contract for which Buyer may elect to cancel any open
orders between Buyer and the Seller for cause in accordance with the “Cancellation for Default” Article. Seller
shall include the substance of this clause, including this flowdown requirement, in all subcontracts awarded by
Seller for work under this Contract.
d. Environmental Health and Safety Performance. Seller acknowledges and accepts full and sole responsibility to
maintain an environment, health and safety management system (“EMS”) appropriate for its business throughout
the performance of this Contract. Buyer expects that Seller’s EMS will promote health and safety, environmental
stewardship, and pollution prevention by appropriate source reduction strategies. Seller shall convey the
requirement of this clause to its suppliers. Seller shall not deliver Goods that contain any asbestos mineral fibers.
e. Seller Facility. Seller shall provide Buyer written notice of any proposed plans for moving Seller’s manufacturing
location for the Goods or moving tooling or other equipment utilized in the manufacture of the Goods to another
facility. In no event shall Seller proceed with implementing such plans prior to obtaining Buyer’s prior written
approval.
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f. Buyer Policies. Seller agrees that Buyer’s internal policies, procedures and codes are intended to guide the
internal management of the Buyer and are not intended to, and do not, create any right or benefit, substantive or
procedural, enforceable at law or in equity, by the Seller against the Buyer.
g. Conflict Minerals. Seller shall, no later than thirty (30) days following each calendar year in which Seller has
delivered any goods to Buyer, under this Contract or otherwise, complete and provide to Buyer a single and
comprehensive Conflict Minerals Reporting Template, using the form found at http://www.boeingsuppliers.com.
Seller shall perform appropriate due diligence on its supply chain in order to fulfill the reporting obligations of this
Article.
h. Subcontracting. Seller agrees that no subcontract placed under this Contract will provide for payment on a costplus-
a-percentage-of-cost basis.

ACCESS TO PLANTS AND PROPERTIES. Where Seller is either entering or performing work at premises owned or
controlled by Buyer or Buyer’s customer or obtaining access electronically to Buyer systems or information, Seller
shall comply with: (i) all the rules and regulations established by Buyer or Buyer’s customer for access to and
activities in and around premises controlled by Buyer or Buyer’s customer; and (ii) Buyer requests for information and
addition, Seller acknowledges that Buyer may perform routine background checks on Seller personnel. Seller shall
include the substance of this clause, including this flowdown requirement, in all subcontracts awarded by Seller for
work under this Contract.

ELECTRONIC ACCESS
a. Buyer may (in its sole discretion) grant in writing to Seller a limited, nontransferable, nonexclusive, revocable (in
Buyer’s sole discretion) right for Seller personnel to access electronic information systems operated by or on
behalf of Buyer, including, but not limited to, facilities, network communications systems, telecommunications
systems, software, applications, information and data, (collectively, the “AMRO Systems”) during the term of this
Contract to the extent necessary for Seller to perform this Contract. Seller personnel shall not access or use the
AMRO Systems for any other purpose. Seller and its personnel’s access to and use of the AMRO Systems shall
be in accordance with the Terms of Use of AMRO Electronic Systems set forth in Document 124-00-00, located
at http://www.boeingsuppliers.com, which is incorporated herein by reference, with the revision date applicable to
this Contract being the revision in effect as of the date of Seller’s acceptance of this Contract. AMRO
SYSTEMS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND SELLER EXPRESSLY
AGREES THAT BUYER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RELIABILITY AND
AVAILABILITY OF ANY AMRO SYSTEMS.
b. In addition to any other rights and obligations set forth in any relevant Contract, Seller acknowledges that any
information accessed through the AMRO Systems, whether or not marked as “proprietary” or equivalent, shall be
considered as proprietary to Buyer and shall be protected in accordance with the “Confidential, Proprietary and
Trade Secret Information and Materials” Article of the Contract.
c. Buyer shall have the right to audit Seller’s compliance with this Article.
d. Seller and Seller personnel understand and consent as follows: Seller and Seller personnel have no reasonable
expectation of privacy in any communications or data, personal or otherwise, transiting or stored on AMRO
Systems; any communications or data transiting or stored on AMRO Systems may be monitored, intercepted,
recorded, and searched at any time and for any lawful purpose, and may be used or disclosed for any lawful
purpose.
e. Any security breach of the AMRO Systems or other breach of the requirements of this Article, including the
requirements set forth in the Terms of Use of AMRO Electronic Systems, shall be grounds for default in
accordance with the “Cancellation for Default” Article of this Contract.
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TRADE CONTROL COMPLIANCE
a. The Parties shall comply with all export and import laws, regulations, decrees, orders, and policies of the United
States Government and the Government of any country in which the Parties conduct business pursuant to this
Contract, including but not limited to the Export Administration Regulations (“EAR”) of the U.S. Department of
Commerce, the International Traffic in Arms Regulations (“ITAR”) of the U.S. Department of State, the U.S.
Customs & Border Protection Regulations, the Harmonized Tariff Schedule, and the antiboycott and embargo
regulations and guidelines as set forth in the EAR and in the U.S. Department of the Treasury, Office of Foreign
Assets Control (collectively, “Trade Control Laws”).
b. Seller shall control the disclosure of, and access to, controlled items or technical data provided by Buyer related
to performance of this Contract in compliance with all applicable Trade Control Laws. Seller shall not transfer (to
include transfer to foreign persons employed by or associated with, or under contract to Seller, or Seller’s sub-tier
suppliers or Seller’s non-U.S. subsidiaries) any export controlled item, data or services, without providing advance
notice to Buyer and obtaining the requisite export and/or import authority.
c. Subject to applicable Trade Control Laws, Seller shall provide Buyer with the export control classification of any
commodity or technology including software.
d. Seller represents that it maintains an effective export/import control compliance program in accordance with all
applicable Trade Control Laws. A copy of process control documents and other documents reasonably requested
by Buyer related to Seller’s compliance with applicable Trade Control Laws shall be made available to Buyer upon
request.
e. Seller shall promptly notify Buyer if Seller is, or becomes, listed in any Denied Parties List or if Seller’s export
privileges are otherwise denied, suspended or revoked in whole or in part by any Governmental entity.
f. Seller shall timely inform Buyer of any actual or alleged violations of any applicable Trade Control Laws, including
any suits, actions, proceedings, notices, citations, inquiries, or other communications from any government
agency concerning any actual or alleged violations, in Seller’s performance under this Contract and shall comply
with all reasonable requests from Buyer for information regarding any such violations.
g. Seller shall incorporate into any contracts with its sub-tier suppliers obligations no less restrictive than those set
forth in this Article requiring compliance with all applicable Trade Control Laws.

GOVERNMENT CLAUSES. Government clauses applicable to this Contract from Buyer’s contract with its customer,
if any, are incorporated elsewhere in this Contract either by attachment or by some other means of reference.

GOVERNING LAW. This Contract and any disputes arising out of, or relating to, this Contract shall be governed by
the laws of the State of Delaware without regard to the conflict of law rules thereof, provided that (i) contract
provisions that have been incorporated directly from or by express reference to the FAR or FAR supplements, (ii)
contract provisions that have been flowed down from a contract with the U.S. Government, and (iii) the Changes and
Termination for Convenience articles, shall be construed and interpreted according to the federal common law of
government contracts, as enunciated and applied by federal judicial bodies, boards of contract appeals, and quasijudicial
agencies of the federal government. This Contract excludes the application of the 1980 United Nations
Convention on Contracts for the International Sale of Goods.

DISPUTES. Any dispute that arises under or is related to this Contract that cannot be settled by mutual agreement of
the Parties may be decided by a court of competent jurisdiction. Pending final resolution of any dispute, Seller shall
proceed with performance of this Contract according to Buyer’s instructions so long as Buyer continues to pay
amounts not in dispute.

NO WAIVER; RIGHTS AND REMEDIES
a. Any failures, delays or forbearances of either Party in insisting upon or enforcing any provisions of this Contract,
or in exercising any rights or remedies under this Contract, shall not be construed as a waiver or relinquishment of
any such provisions, rights or remedies; rather, the same shall remain in full force and effect.
b. Except as expressly and affirmatively disclaimed in writing in this Contract, the rights and remedies set forth
herein are cumulative and in addition to any other rights or remedies that the Parties may have at law or in equity.
If any provision of this Contract is or becomes void or unenforceable by law, the remainder shall be valid and
enforceable. Seller acknowledges and agrees that money damages would not be an adequate remedy for any
actual, anticipatory or threatened breach of this Contract by Seller with respect to its delivery of the Goods to
Buyer.
c. Seller agrees that Buyer approvals of Seller’s technical and quality specifications, drawings, plans, procedures,
reports, and other submissions shall not relieve Seller from its obligations to perform all requirements of this
Contract.
d. Buyer may at any time deduct or set-off Seller’s claims for money due or to become due from Buyer against any
claims that Buyer has or may have arising out of this Contract or other transactions between Buyer and Seller.
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INDEMNIFICATION, INSURANCE AND, PROTECTION OF PROPERTY. The following provisions shall only apply if
and to the extent Seller’s personnel enter or perform work at premises owned or controlled by Buyer or Buyer’s
customer:
a. Indemnification. Seller shall defend, indemnify and hold harmless AMRO Fabricating Corporation, its
subsidiaries, and their directors, officers, employees and agents from and against all actions, causes of action,
liabilities, claims,
suits, judgments, liens, awards and damages of any kind and nature whatsoever for property damage, personal
injury or death (including without limitation injury to or death of employees of Seller or any subcontractor thereof)
and expenses, costs of litigation and counsel fees related thereto or incident to establishing the right to
indemnification, arising out of or in any way related to this Contract, the performance thereof by Seller, any
subcontractor thereof or other third parties within the control or acting at the direction of Seller, or any of their
respective employees (collectively for the purposes of this paragraph, the “Seller Parties”), including, without
limitation, the provision of goods, services, personnel, facilities, equipment, support, supervision or review. The
foregoing indemnity shall apply only to the extent of the negligence or willful misconduct of the Seller Parties that
occurs while on premises owned or controlled by Buyer. In no event shall Seller’s obligations hereunder be
limited to the extent of any insurance available to or provided by Seller or any subcontractor thereof. Seller
expressly waives any immunity under industrial insurance, whether arising out of statute or other source, to the
extent of the indemnity set forth in this paragraph.
b. Commercial General Liability. Seller shall carry and maintain, and ensure that all subcontractors thereof carry
and maintain, throughout the period when work is performed and until final acceptance by Buyer, Commercial
General Liability insurance with available limits of not less than $1,000,000 per occurrence for bodily injury and
property damage combined. Such insurance shall contain coverage for all premises and operations, broad form
property damage, contractual liability (including, without limitation, that specifically assumed under paragraph a
herein) and goods and completed-operations insurance with limits of not less than $1,000,000 per occurrence for
a minimum of twenty-four (24) months after final acceptance of the work by Buyer. Such insurance shall not be
maintained on a per-project basis unless the respective Seller or subcontractor thereof does not have blanket
coverage.
c. Automobile Liability. If licensed vehicles will be used in connection with the performance of the work, Seller shall
carry and maintain, and ensure that any subcontractor thereof who uses a licensed vehicle in connection with the
performance of the work carries and maintains, throughout the period when work is performed and until final
acceptance by Buyer, Business Automobile Liability insurance covering all vehicles, whether owned, hired,
rented, borrowed or otherwise, with available limits of not less than $1,000,000 per occurrence combined single
limit for bodily injury and property damage.
d. Workers’ Compensation and Employers’ Liability. Throughout the period when work is performed and until final
acceptance by Buyer, Seller shall, and ensure that any subcontractor thereof shall, cover or maintain insurance in
accordance with the applicable laws relating to Workers’ Compensation (and Employers’ Liability with limits not
less than $1,000,000 per incident) with respect to all of their respective employees working on or about Buyer’s
premises. If Buyer is required by any applicable law to pay any Workers’ Compensation premiums with respect to
an employee of Seller or any subcontractor, Seller shall reimburse Buyer for such payment.
e. Certificates of Insurance. Prior to commencement of the work, Seller shall provide for Buyer’s review and
approval certificates of insurance reflecting full compliance with the requirements set forth in paragraphs b, c and
d. Such certificates shall be kept current and in compliance throughout the period when work is being performed
and until final acceptance by Buyer, and shall provide for thirty (30) days advance written notice to Buyer in the
event of cancellation. Failure of Seller or any subcontractor thereof to furnish certificates of insurance, or to
procure and maintain the insurance required herein or failure of Buyer to request such certificates, endorsements
or other proof of coverage shall not constitute a waiver of Seller’s or subcontractor’s obligations hereunder.
f. Self-Assumption. Any self-insured retention, deductibles and exclusions in coverage in the policies required
under this Article shall be assumed by, for the account of and at the sole risk of Seller or the subcontractor which
provides the insurance and, to the extent applicable, shall be paid by such Seller or subcontractor. In no event
shall the liability of Seller or any subcontractor thereof be limited to the extent of any of the minimum limits of
insurance required herein.
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g. Protection of Property. Seller assumes, and shall ensure that all subcontractors thereof and their respective
employees assume, the risk of loss or destruction of or damage to any property of such parties, whether owned,
hired, rented, borrowed or otherwise, brought to a facility owned or controlled by Buyer or Buyer’s customer.
Seller waives, and shall ensure that any subcontractor thereof and their respective employees waive, all rights of
recovery against Buyer, its subsidiaries and their respective directors, officers, employees and agents for any
such loss, destruction or damage. At all times, Seller shall, and ensure that any subcontractor thereof shall, use
suitable precautions to prevent damage to Buyer’s property. If any such property is damaged by the fault or
negligence of Seller or any subcontractor thereof, Seller shall, at no cost to Buyer, promptly and equitably
reimburse Buyer for such damage or repair or otherwise make good such property to Buyer’s satisfaction. If
Seller fails to do so, Buyer may do so and recover from Seller the cost thereof.

RECIPROCAL WAIVER OF CLAIMS – QUALIFIED ANTI-TERRORISM TECHNOLOGY. If this Contract involves
the manufacture, sale, use, or operation of a Qualified Anti-Terrorism Technology(ies) and Seller is either Buyer’s (i)
contractor, (ii) subcontractor, (iii) supplier, or (iv) vendor of or for such technologies, then pursuant to 6 U.S.C. §443(b)
of the SAFETY Act and 6 C.F.R. §25.5(e), the Parties agree to a Reciprocal Waiver of Claims and each Party shall be
responsible for Losses, including business interruption losses, that such Party sustains (and for Losses that its
employees sustain) resulting from an activity resulting from an Act of Terrorism when the Qualified Anti-Terrorism
Technology(ies) has been deployed in defense against or response to or recovery from such Act of Terrorism. “Act of
Terrorism,” “Loss,” “Qualified Anti-Terrorism Technology,” and “Reciprocal Waiver of Claims,” are defined in 6 U.S.C.
§§443-444.

ORDER OF PRECEDENCE. All documents and provisions in this Contract shall be read so as to be consistent to the
fullest extent possible. In the event of a conflict or inconsistency between the documents or provisions as
incorporated into or attached to the Contract, the documents or provisions shall prevail in the order listed below, with
the first document or provision listed having the highest precedence:
Document Title/Description:
a. Customer Contract Requirements (CCR), if set forth in this Contract
b. The system generated purchase contract document
c. Buyer site-specific terms and conditions
d. Specifications (the most recently agreed to and issued version of specifications shall control and Buyer’s
specifications will prevail over any subsidiary documents referenced therein)
e. Statements of work (the most recently agreed to and issued version of a statement of work shall control)
f. All other attachments, exhibits, appendices, documents or terms incorporated by reference in or attached
to this Contract

ENTIRE AGREEMENT. This Contract, together with all purchase orders, change orders, attachments, exhibits,
supplements, specifications, schedules and other terms referenced in or attached to this Contract, contains the entire
agreement of the Parties and supersedes any and all prior agreements, understandings and communications between
Buyer and Seller related to the subject matter of this Contract. Except as authorized herein, no amendment or
modification of this Contract shall bind either Party unless it is in writing and is signed by Buyer’s Authorized
Procurement Representative and an authorized representative of Seller.