GENERAL TERMS AND CONDITIONS
FOR THE PURCHASE OF GOODS AND SERVICES UNDER A U.S. GOVERNMENT CONTRACT
1. Applicability
1.1 These terms and conditions of purchase (these “Terms”) are the only terms which govern the purchase of the goods (“Goods”) and services (“Services”) (collectively the “Product”) by Defense Architecture Systems, Inc. (“DAS”) from the party named on the Order (“Seller”). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods and Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.
1.2 The purchase order, statement of work, specifications, drawings, attachments and any written change orders expressly incorporated therein (the “Order”) together with these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Seller's general terms and conditions of sale regardless of whether or when Seller has submitted its sales confirmation or such terms. DAS objects to and rejects any additional or different terms contained in Seller quotations, acknowledgments, invoices, portals, shrink-wrap or click-through licenses, or other documents, even if DAS accepts delivery or makes payment. No such terms bind DAS absent express written agreement by an authorized DAS representative. This Agreement expressly limits Seller's acceptance to the terms of this Agreement. Any of the following shall constitute Seller’s unqualified acceptance of this Order and these terms and conditions: (a) acknowledgement of this Order; (b) furnishing of any part of the Products and/or Services under this Order; (c) acceptance of any payment for the Products/Services under this Order; or (d) commencement of performance under this Order. If this Order carries a Defense Priorities and Allocations System (DPAS) rating, Seller shall accept or reject the rated Order in writing within the period required by 15 C.F.R. Part 700 and shall comply with all applicable DPAS requirements. A rated Order must be accepted or rejected in accordance with applicable DPAS regulations, and any acceptance shall not be qualified by additional or conflicting Seller terms.
1.3 In the event of any inconsistency between any parts of this Order, the inconsistency shall be resolved by giving precedence in the following order, except to the extent applicable law or a mandatory government contract flowdown requires otherwise: (1) a Change Order signed by an authorized DAS representative; (2) the face of the applicable purchase order, solely for expressly identified deviations; (3) these Terms; (4) mandatory FAR, DFARS and other agency supplemental clauses incorporated into this Order, to the extent required by law or the applicable higher-tier contract; (5) the statement of work; (6) specifications, drawings, and quality requirements; and (7) other expressly incorporated attachments. No Order attachment or Seller document shall modify any mandatory government flowdown or regulatory requirement.
2. Delivery, Title, and Sourcing.
2.1 All Parties expressly agree that time is and shall remain a material element of this Order and the timely delivery of the Goods and Services, including all performance dates, timetables, project milestones and other requirements in this Agreement. No acts of DAS, including without limitation, modifications to this Order or Acceptance of late deliveries, shall constitute a waiver of this provision.
2.2 Title to Goods, free and clear of all liens and encumbrances, shall pass to DAS upon Acceptance or payment, whichever occurs first. Risk of loss shall remain with Seller until Goods are delivered to the location identified in the Order, inspected and Accepted by DAS. Neither transfer of title nor payment constitutes Acceptance or limits Seller’s obligations. Title to DAS-funded materials, work in process and tooling shall vest as provided in Section 4 (DAS Property). Government-furnished or Government-owned property shall be governed by applicable property clauses and shall not vest in DAS by operation of this Section.
2.3 All deliveries shall strictly conform to the quantities, specifications, and schedules set forth in this Order, at the designated delivery location during DAS' normal business hours or as otherwise instructed by DAS (the “Delivery Date”). If no Delivery Date is specified in the Order, Seller shall deliver the Goods within five (5) days of Seller's receipt of the Order. Time is of the essence. If Seller fails to deliver conforming Goods or Services by the Delivery Date, DAS may, without liability and without limiting other remedies, cancel the affected Order, terminate this Agreement immediately by providing written notice to Seller, obtain substitutes and recover expediting and other reasonable costs and expenses attributable to Seller's failure or delay. Order numbers must appear on all shipping documents, invoices, correspondence, and any other documents pertaining to the Order. DAS reserves the right to (i) return over shipments and early shipments at Seller’s risk and expense, (ii) have payment therefor withheld by DAS until the date that Products or Services are actually scheduled for delivery, or (iii) be placed in storage, for which Seller shall be liable for the cost, until the delivery date specified herein. Unless otherwise provided in this Order, delivery in whole or part shall not be made more than ten (10) days prior to required delivery dates.
2.4 Whenever it appears Seller will not meet the delivery schedule, Seller shall immediately notify DAS of the reason and estimated length of the delay. If Seller’s delivery shall fail to meet the delivery schedule, DAS, without limiting its other rights or remedies, may direct expedited routing, and any excess cost incurred thereby shall be debited to Seller’s account.
2.5 If Seller is unable to meet the required delivery or performance schedule for any reason, other than an authorized written change directed by DAS, DAS shall have the option to (1) terminate all or part of the Order for default, (2) purchase replacement Goods or Services from another source and reduce the Order quantity, without increase in the remaining unit prices; or (3) accept late delivery and recover resulting reasonable costs and damages. These remedies are cumulative, and Seller shall reasonably cooperate in continuity-of-supply and transition measures.
2.6 If Seller proposes to source, manufacture, or ship directly from a location outside the United States, Seller shall notify DAS in writing before doing so, identifying the location and relevant entities, including the name, country and contact information of the non-U.S. sources within ten (10) days after Order acceptance. DAS retains the right to deny Seller’s use of Seller proposed sources within thirty (30) days of Seller notification. Seller shall comply with all applicable import, export, sanctions, customs, anti-bribery and supply-chain security laws, including ITAR and EAR when applicable. Seller shall not source from sanctioned or prohibited persons or destinations, or route shipments through prohibited jurisdictions, in violation of law. Seller remains responsible for all approved suppliers and for accurate country-of-origin, customs and trade information. Seller shall additionally comply with any sourcing, domestic preference, country-of-origin, cybersecurity, and supply-chain restrictions expressly incorporated in the Order under applicable FAR/DFARS or agency requirements.
3. Packaging.
Seller shall be responsible for ensuring the proper packaging, packing, and marking of Product(s) delivered hereunder in accordance with this Order. Packaging, packing, and marking will conform to the instructions specified or provided by DAS. Seller must assure package integrity throughout the shipping cycle. Each package and pack shall provide physical, chemical, and cleanliness protection to prevent damage or deterioration of the Product during handling, shipment, and storage under anticipated environmental conditions. All materials, fabrication techniques and workmanship shall conform to the requirements specified herein or, if not specified, otherwise meet, or exceed good commercial quality and practice. Damage resulting from improper Product packaging will be charged to Seller. Seller must comply with all applicable carrier regulations, including National Motor Freight Classification and Department of Transportation Regulations. No extra charge for packaging or insurance shall be allowed unless specifically noted herein. Products received without proper packaging, packing, marking and/or bar coding as set forth herein may be rejected by DAS and returned to Seller at Seller’s expense.
3.1. Counterfeit and Suspect Parts. Seller shall furnish authentic, new and unused Goods from the original manufacturer or an authorized source unless DAS expressly agrees otherwise. Seller shall maintain traceability, identification, inspection and counterfeit avoidance controls reasonably appropriate for electronic components and critical parts; promptly notify DAS of suspect, counterfeit, obsolete or nonconforming material; quarantine affected items; and replace them at Seller’s expense. No substitution, used/refurbished material or change of approved source is permitted without prior written approval.
4. DAS Property.
4.1 Title to all property furnished to Seller by DAS or paid for by DAS shall remain with DAS. Seller shall not alter or use such property for any purpose or for any other Party other than that specified by DAS, without the prior written consent of DAS. If DAS agrees to pay Seller for acquisition of tooling and equipment, either separately or as a stated part of the unit price of Products purchased herein, title to the same shall pass to DAS upon (i) commencement of processing for use in performance of this Order, or (ii) DAS payment therefor, whichever occurs first.
4.2 Seller shall assume the risk of, and be responsible for, any loss, theft, destruction of or damage to DAS property while in Seller’s possession or control. If Seller damages any property, Seller shall be responsible for making repairs at no cost to DAS. Upon DAS’s written request to Seller for any property under this clause, if Seller cannot locate DAS property within five (5) days, Seller shall notify DAS that the item was not located, and Seller subsequently has twenty (20) days to find the misplaced property. After such period, if it has not been located, the property shall be deemed “lost” and at DAS’s election, Seller shall either reimburse DAS for the replacement and all related delay costs or remake the lost property at no cost to DAS.
4.3 DAS-owned tooling, fixtures, drawings and materials shall be segregated, conspicuously marked as DAS property, adequately insured and protected from liens, and not transferred or disposed of without DAS’s written approval. Upon request, DAS may recover such property promptly, including upon supplier default, subject to applicable law. Seller shall provide reasonable access and cooperation to transition manufacturing or services to DAS or its designee. Seller shall return all such property in a condition as good as when received except for reasonable wear and tear. Seller shall establish and maintain a property control system approved by DAS. At all times, DAS shall have access to Seller’s facilities for the purpose of reviewing its compliance with the management of DAS property related to this Order.
5. Inspection and Rejection of Nonconforming Products.
DAS and, if designated in the Order, the U.S. Government or DAS’s higher-tier customer may inspect and evaluate the Products at reasonable times, including at Seller’s premises on reasonable notice. DAS, at its sole option, may reject all or any portion of the Products if it determines the Products are nonconforming or defective. “Acceptance” means DAS’s affirmative written acceptance following verification of conformity; receipt, use, payment, inspection, or failure promptly to reject shall not constitute Acceptance. Notwithstanding any prior Acceptance, DAS may reject or require prompt correction of any Products which are, in DAS’s judgment, defective in material or workmanship or otherwise fail to meet the drawings, designs, statement of work, specifications or other technical documents, or other requirements of this Order. If DAS rejects any portion of the Products, DAS has the right, effective upon written notice to Seller, to: (a) rescind this Agreement or Order in its entirety; (b) accept the Products at a reasonably reduced price; or (c) reject the Products and require replacement of the rejected Products. If DAS requires replacement of the Products, Seller shall at its expense, within five (5) days replace the nonconforming or defective Products and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective Products and the delivery of replacement Products. If Seller fails to timely deliver or perform replacement Products, DAS may replace them with Products from a third party and charge Seller the cost therof and terminate this Agreement for cause pursuant to Section 19 (Termination). No inspection or other action by DAS under this Section shall reduce or otherwise affect Seller’s obligations under the Agreement including but not limited to warranty claims, and DAS shall have the right to conduct further inspections after Seller has carried out its remedial actions.
6. Price.
The price of the Goods and Services is the price stated in the Order (the “Price”). Unless otherwise specified in the Order, the Price includes all costs of performance, labor, materials, packaging, transportation costs to the Delivery Location, insurance, customs duties and fees and applicable taxes, including, but not limited to, all sales, use or excise taxes (collectively “Taxes”) unless Taxes are expressly itemized in the Order. No increase in the Price is effective, whether due to increased material, labor, or transportation costs or otherwise, without the prior written consent of DAS. If no price is included in the Order, Seller shall not begin chargeable performance without written authorization from DAS.
7. Invoicing and Payment Terms.
Seller shall invoice DAS only after delivery and Acceptance of conforming Goods or completion and Acceptance of the applicable Services or milestone, with reasonable supporting detail and the Order Number. DAS shall pay undisputed and properly invoiced amounts due to Seller within forty-five (45) days after receipt of a correct invoice (the “Due Date”). DAS may withhold amounts disputed in good faith, without interest or suspension of performance, and may set off amounts owed by Seller under this or any other agreement. Payment does not constitute Acceptance, waiver or acknowledgment of conformity. All payments hereunder must be in US dollars. In the event of a payment dispute, DAS shall deliver a written statement to Seller no later than the Due Date listing all disputed items and providing a reasonably detailed description of each disputed item. Amounts not so disputed are deemed accepted and must be paid, notwithstanding disputes on other items, within the period set forth in this Section 7. The parties shall seek to resolve all such disputes expeditiously and in good faith. Seller shall submit final invoices within one hundred eighty (180) days after completion or termination; late claims are waived to the extent permitted by law, except amounts DAS expressly agreed in writing to defer. Seller shall continue performing its obligations under this Agreement notwithstanding any such dispute.
7.1 Expenses. Seller bears its own travel, lodging and incidental expenses unless an authorized DAS representative approves reimbursement in writing before they are incurred. Approved expenses must be reasonable, documented and consistent with DAS policies furnished to Seller.
8. Seller's Obligations Regarding Services.
Seller shall:
a. before commencing performance under the Order, obtain, and at all times during the term of this Agreement, maintain, all necessary licenses and consents and comply with all relevant laws applicable to the manufacture, supply, delivery, or performance of the Products;
b. comply with all rules, regulations, and policies of DAS, including security procedures concerning systems and data and remote access thereto, building security procedures, including the restriction of access by DAS to certain areas of its premises or systems for security reasons, and general health and safety practices and procedures;
c. maintain complete and accurate records relating to the Products supplied or performed under this Agreement. If the Services are being provided on a time and materials basis, then such records shall include the time spent and materials used by Seller in providing the Services in such form as DAS shall approve. During the term of this Agreement and for a period of one (1) year thereafter, upon DAS's written request, Seller shall allow DAS to inspect and make copies of such records and interview Seller personnel in connection with the Products supplied or performed;
d. obtain DAS's written consent, which may be given or withheld in DAS's sole discretion, prior to entering into agreements with or otherwise engaging any person or entity, including all subcontractors and affiliates of Seller, other than Seller's employees, to provide any Products to DAS (each such approved subcontractor or other third party, a “Permitted Subcontractor”). DAS's approval shall not relieve Seller of its obligations under the Agreement, and Seller shall remain fully responsible for the performance of each such Permitted Subcontractor and its employees and for their compliance with all of the terms and conditions of this Agreement as if they were Seller's own employees. Nothing contained in this Agreement shall create any contractual relationship between DAS and any Seller subcontractor or supplier. Any additional Government or higher-tier subcontract consent or approval requirements expressly made applicable to the Order shall also apply.
e. require each Permitted Subcontractor to be bound in writing by the applicable confidentiality, intellectual property, assignment, compliance and quality obligations set forth in this Agreement, and, upon DAS's written request, to enter into a non-disclosure or intellectual property assignment or license agreement in a form that is reasonably satisfactory to DAS. Seller shall also flow down all mandatory FAR, DFARS, and agency clauses required by this Order to its applicable lower-tier suppliers and subcontractors;
f. ensure that all persons, whether employees, agents, subcontractors, or anyone acting for or on behalf of the Seller, are properly licensed, certified, or accredited as required by applicable law and are suitably skilled, experienced and qualified to manufacture, supply, deliver, or perform the Products;
g. ensure that all of its equipment used in the manufacture, supply, delivery, or performance of the Products is in good working order and suitable for the purposes for which it is used, and conforms to all relevant legal standards and standards specified by DAS; and
h. keep and maintain any DAS equipment in its possession in good working order and shall not dispose of or use such equipment other than in accordance with DAS's written instructions or authorization.
9. Change Orders.
DAS may at any time, direct changes within the general scope of Goods or Services, including design, quantities, quality requirements, delivery, place of performance and methods of shipment or inspection (each a “Change Order”). Seller shall promptly proceed with changes not reasonably requiring an unresolved price or schedule adjustment and shall submit a fully supported request for any adjustment within ten (10) days of receipt of a Change Order. No adjustment is effective without DAS’s written approval; Seller shall not suspend unaffected work while any adjustment is negotiated. Seller-initiated changes, substitutions and deviations require advance written approval. Only an authorized DAS purchasing representative may issue a binding written Change Order. Seller acknowledges that a Change Order may or may not entitle Seller to an adjustment in the Seller's compensation or the performance deadlines under this Agreement.
10. Warranties.
10.1 Goods Warranty. Seller warrants to DAS that for a period of twelve (12) months after DAS’s Acceptance of each Good (or such other warranty period expressly provided in the Order), that all Goods will: (i) be free from any defects in workmanship, material, and design; (ii) conform to applicable specifications, drawings, designs, samples, and other requirements set forth in the Order and any attachments or schedules thereto; (iii) be fit for their intended purpose and operate as intended; (iv) be merchantable; (v) be free and clear of all liens, security interests or other encumbrances; and (vi) not infringe or misappropriate any third party's patent or other intellectual property rights. These warranties survive any delivery, inspection, Acceptance, and payment, extend to DAS, its successors, assigns and customers, and recommence for corrected or replacement Goods for twelve (12) months after re-Acceptance or the remaining original warranty period, whichever is longer.
10.2 Service Warranty. Seller warrants to DAS that it shall perform the Services: (i) conform to applicable specifications, drawings, designs, samples, and other requirements set forth in the Order and any attachments or schedules thereto; (ii) using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner; (iii) in accordance with generally recognized industry standards for similar Services; and (iv) shall devote adequate resources to meet its obligations under this Agreement.
10.3 The warranties set forth in this Section 10 are cumulative and in addition to all other rights and warranties provided in this Agreement and by law or equity. To the maximum extent permitted by applicable law, any contractual limitation period for claims arising from latent defects or breaches of warranty shall commence upon DAS's discovery of the applicable nonconformity. If DAS gives Seller notice of noncompliance pursuant to this Section, Seller shall, at its own cost and expense, within ten (10) days after receipt of DAS's notice, or such shorter period as reasonably required to prevent interruption of DAS's operations, (i) replace or repair the defective or nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or nonconforming Goods to Seller and the delivery of repaired or replacement Goods to DAS, and, if applicable, (ii) repair or re-perform the applicable Services. If repair, replacement, or re-performance of the Good(s) or Service(s) or both is not timely, DAS may elect to return, repair, replace, or re-procure the non-conforming Product(s) at Seller’s expense. Any corrected, replaced, or repaired Product(s) or re-performed Service(s) shall be subject to the provisions of this Clause. Should DAS’s customer require acceptance of the Good(s) or Service(s) or both not conforming to this warranty, the Parties will mutually agree on consideration to DAS, including but not limited to a refund or equitable reduction in price. If Seller fails to act promptly or urgent action is reasonably required, DAS may obtain substitute performance and recover reasonable costs.
11. General Indemnification.
Seller shall defend, indemnify and hold harmless DAS, its affiliates, customers, successors and assigns and their respective directors, officers, shareholders, agents, and employees (collectively, “Indemnitees”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses”) arising out of or occurring in connection with Seller’s or its subcontractors’ (a) negligence or willful misconduct; (b) breach of this Agreement or applicable law; (c) defective or nonconforming Goods or Services; or (d) injury, death or property damage caused by performance. DAS shall give reasonably prompt notice, provided late notice reduces Seller’s obligations only to the extent materially prejudiced. Seller shall not enter into any settlement without DAS's prior written consent. DAS shall have the right to participate in the defense of any such claim, demand, or suit with counsel of its choosing at DAS’s expense. If Seller fails to indemnify, defend, and hold harmless DAS as provided in this clause, then Seller shall pay for any damages attorney’s fees, and any other fees, costs, and expenses that may be incurred by DAS in the prosecution of any action to enforce the provisions of this clause.
12. Intellectual Property Rights
12.1 “Intellectual Property” means ideas, inventions, information, works of authorship, and symbols, names, images, and designs embodied in for example, Technical Data, designs, computer software, mask works, computer models, Data, drawings, formulae, specifications, diagrams, processes, know-how, procedures and technology, and all legal rights therein.
12.2 “Work” means physical manifestations of Intellectual Property created under this Order.
12.3 “Background Intellectual Property” means Intellectual Property that is (i) in existence prior to the effective date of this Order or (ii) is designed, developed, or licensed by a Party after the effective date of this Order independently of both (A) the Work undertaken or in connection with this Order and (B) the Proprietary Information and Intellectual Property of the other Party to this Order.
12.4 “Foreground Intellectual Property” means all Intellectual Property conceived, created, acquired, or initially reduced to practice in connection with this Order.
12.5 Each Party shall retain and exclusively own all rights in its Background Intellectual Property and in all Foreground Intellectual Property that it creates. Foreground Intellectual Property jointly generated by employees of more than one Party shall be jointly owned. Neither Party shall have any obligation to account to the other Party for income arising from use of the jointly owned Foreground Intellectual Property. Nothing in this clause shall modify or alter any rights that the U.S.G. may have in any Products and/or Services, including Data or software deliverables to the U.S.G. Except as otherwise expressly provided in the Order, Seller shall not assert restrictive rights in deliverables beyond those validly permitted by the applicable Government Rights Clauses. Seller shall provide DAS with any written assertions of restrictions and supporting substantiation required under the applicable clauses before the applicable proposal or delivery deadline. The Parties’ ownership interests and any rights of the U.S. Government remain subject to the applicable Government Rights Clauses and the funding and development circumstances of the particular Order.
12.6 Seller hereby grants DAS and its affiliates, successors, assigns, customers, manufacturers and service providers a perpetual, irrevocable, worldwide, nonexclusive, transferable, sublicensable, fully paid-up, royalty-free license, to the extent Seller has the rights to grant it and subject to applicable Government Rights Clauses, to use, reproduce, disclose, modify, adapt, maintain, repair, support and have manufactured the Work and other deliverables furnished under this Order for performance of this Order and any higher-tier contract or Prime Contract, and related follow-on, sustainment, repair, replacement and reprocurement activities, including through alternative sources. Seller shall obtain the rights in third-party intellectual property necessary to grant DAS the foregoing license and shall disclose any third-party restrictions before incorporation. This license does not convey ownership of Seller’s Background Intellectual Property and does not diminish rights of the U.S. Government. Rights to reproduce or modify Seller hardware are limited to the extent expressly granted under this Order, this license, or applicable law.
12.7 The terms of this Clause 12 shall survive termination or completion of this Order.
13. Intellectual Property Infringement Warranty and Indemnification.
13.1 Seller warrants that the performance of Seller under this Order, including any Services provided by Seller to DAS, and the sale, use, or incorporation into manufactured Products of all machines, devices, material, software, and firmware which are not of DAS’s design, composition, or manufacture shall be free and clear of infringement of any valid patent, copyright, trademark, mask works, or other proprietary rights.
13.2 Seller shall, at its expense, defend, indemnify, and hold harmless DAS and any Indemnitee against any and all Losses arising out of or in connection with any claim that the Goods, Services, Work and other deliverables or DAS's or Indemnitee's authorized use, manufacture, modification, distribution or commercialization thereof infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party (“Infringement Claims”). Seller’s obligation excludes claims solely and directly caused by a DAS-directed design furnished to Seller without Seller contribution, or a modification made by DAS that is not reasonably contemplated by the Order, but only to the extent the claim would not otherwise have arisen. In no event shall Seller enter into any settlement without DAS's or Indemnitee's prior written consent. DAS and/or its customer will duly notify Seller of any such Infringement Claim and Seller will, at its own expense, fully defend such Infringement Claim on behalf of the Indemnitees.
13.3 If an Infringement Claim is made or threatened, Seller shall, at its expense and without interruption to DAS operations, (1) procure a perpetual right for DAS and its customers to continue the intended use; (2) replace or modify affected items with functionally equivalent non-infringing items acceptable to DAS without degradation; or (3) if neither is commercially practicable, refund all amounts paid for affected items and reimburse reasonable transition, replacement and removal costs, without limiting other remedies.
14. Limitation of Liability.
Except as otherwise expressly provided in this Agreement, nothing in this Agreement shall exclude or limit (a) either party’s liability under this Agreement; or (b) either party’s liability for fraud, personal injury or death caused by its negligence or willful misconduct.
15. Insurance.
During the term of this Agreement, Seller shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in a sum no less than $2,000,000.00 with financially sound and reputable insurers. Seller shall also maintain workers' compensation insurance as required by applicable law and employer's liability insurance with limits of not less than $1,000,000. DAS shall be named as an additional insured under Seller's commercial general liability policy with respect to liabilities arising from Seller's performance under this Agreement. Upon DAS's request, Seller shall provide DAS with a certificate of insurance from Seller's insurer evidencing the insurance coverage specified in these Terms. To the extent permitted by law, Seller shall cause its applicable insurers to waive rights of subrogation against DAS, its affiliates, and their respective officers, directors, employees, and agents with respect to liabilities arising out of or relating to this Agreement.
16. Compliance with Law.
Seller shall comply with all applicable laws, regulations, and ordinances. Seller shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement. Seller shall comply with all export and import laws of all countries involved in the performance of this Agreement. Seller assumes all responsibility for shipments of Goods requiring any government import clearance. DAS may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.
17. Subcontract Deliverables.
Seller agrees and acknowledges that all deliverables, or portions thereof, under this Order (“Deliverable Materials”) may be incorporated into deliverables under DAS’s higher tier contract or Prime Contract. Seller agrees to timely deliver all Deliverable Materials to DAS and mark all Deliverable Materials containing Technical Data and computer software in strict accordance with FAR 52.227-14, DFARS 252.227-7013 or 252.227-7014, or other special clauses, such as H-clauses, which apply to this Order (collectively referred to as “Government Rights Clauses”). Seller will not apply any markings or legends that are inconsistent with or otherwise prohibited by the Government Rights Clauses or deemed by the U.S.G. to restrict the rights of the U.S.G. (“Prohibited Markings”). If Seller’s Deliverable Materials contain any legends that are not specifically authorized in the Government Rights Clauses, DAS will formally accept Seller’s Deliverable Materials only after obtaining U.S.G. acceptance of such legends. Upon DAS’s written request, Seller, at Seller’s sole expense, will, within thirty (30) days of receiving DAS’s written request, remove or correct any Prohibited Markings from its Technical Data and computer software and will promptly resubmit the revised Technical Data and computer software to DAS. If Seller does not remove or correct the Prohibited Markings and resubmit the revised Technical Data and computer software to DAS within the allotted thirty (30) day period, DAS may remove or correct Seller’s Prohibited Markings on the copies of the Deliverable Materials for delivery to the U.S.G. under DAS’s higher tier contract or Prime Contract. Seller shall identify in writing, prior to award or such earlier deadline specified in the Order, all technical data, computer software, and computer software documentation proposed to be delivered with restrictions on use, modification, reproduction, release, performance, display, or disclosure, together with the asserted rights category and supporting justification, as required by the applicable Government Rights Clauses. Seller shall not assert restrictions inconsistent with such clauses or with the rights expressly granted to DAS under this Agreement. This Clause 17 shall survive termination or completion of this Order. Seller shall provide complete, accurate, usable and appropriately marked deliverables, configuration information, and supporting technical documentation required by the Order. Seller shall identify proposed limitations on DAS or Government use and any third-party materials before delivery. Seller shall not withhold deliverables or technical data required under the Order because of a payment dispute.
18. Anti-Corruption Compliance.
The U.S. Foreign Corrupt Practices Act ("FCPA") and similar anti-corruption and anti-bribery laws in other countries generally prohibit making, promising, or offering payments or gifts to government officials to obtain or retain business or to secure any improper business advantage. Seller will comply with the FCPA and will not offer or make any payments or provide anything of value to a government official to influence an official action that awards business, retains business or secures an improper business advantage in connection with the Products. In the event of an alleged breach of the anti-corruption obligations, Seller shall cooperate in good faith with DAS to determine whether an alleged breach occurred. In such case, Seller shall furnish to DAS all information requested to establish compliance with DAS and its parent company’s anti-corruption obligations. Seller shall require that its subcontractors, consultants, sales representatives, agents, or other similar parties who are retained directly or indirectly to represent Seller in its business dealings with DAS also adhere to the provisions of this Section.
19. Termination.
19.1 Events of Termination. DAS may terminate this Agreement or any Order with immediate effect upon written notice to Seller:
a. either before or after the acceptance of the Goods or the Seller's delivery of the Services, if Seller has not performed or complied with any of these Terms, in whole or in part;
b. if the Seller becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors; or
c. at DAS’s convenience, in whole or in part by giving written notice to Seller.
19.2 Upon Termination. Upon termination of this Agreement or any Order: Any mandatory FAR, DFARS, or other government-contract flowdown governing termination and settlement shall prevail to the extent required by applicable law or the Order.
a. Termination for Convenience. If DAS terminates for convenience, Seller shall be entitled solely to payment for (i) conforming Goods delivered and Accepted by DAS prior to the effective date of termination; (ii) Services satisfactorily performed through the effective date of termination; and (iii) reasonable, documented, and unavoidable costs directly incurred by Seller for authorized work in process prior to termination, to the extent such costs cannot reasonably be mitigated or recovered. Seller shall not be entitled to anticipated profits, unabsorbed overhead, cancellation penalties, or compensation for Goods or Services not performed. In no event shall DAS's total liability exceed the unpaid balance of the terminated portion of the Order. Any expressly applicable mandatory government termination-for-convenience settlement provision shall control to the extent inconsistent.
b. Termination for Default. If DAS terminates for Seller's default, DAS shall be obligated to pay only for conforming Goods or Services delivered or performed and Accepted by DAS, subject to DAS's rights of setoff, damages, and other remedies under this Agreement. Seller shall not be entitled to payment for incomplete milestones, unaccepted Products, anticipated profits, or costs arising from such termination.
c. Seller’s Obligations. Upon receipt of a termination notice, Seller shall immediately discontinue the terminated work, minimize additional costs, protect and deliver DAS-owned property and Deliverables, and reasonably cooperate with DAS in transitioning the terminated work to DAS or its designee.
19.3 Transition Assistance. Upon termination of this Agreement or any Order, or in the event of Seller's material failure to meet its delivery or performance obligations, Seller shall reasonably cooperate with DAS to facilitate an orderly transition of the affected Goods or Services to DAS or an alternative supplier designated by DAS. Such cooperation shall include providing reasonably available manufacturing and technical documentation, production status information, work-in-process details, and DAS-owned property and Deliverables necessary to facilitate continued performance. Any disclosure or use of Seller's Background Intellectual Property shall be subject to the rights and licenses granted to DAS under Section 12 (Intellectual Property Rights). Seller shall not withhold DAS-owned property or Deliverables due to any payment dispute. This Section shall survive termination or expiration of the Agreement.
20. Confidential Information.
Seller shall protect all non-public, confidential or proprietary information disclosed by or on behalf of DAS, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by DAS to Seller, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” and other information reasonably understood to be confidential (collectively “Confidential Information”). Seller shall use it solely to perform the Order, disclose it only to personnel and approved subcontractors with a need to know under written confidentiality obligations, and protect it using at least reasonable care. Seller shall promptly notify DAS in writing upon becoming aware of any actual or reasonably suspected unauthorized access to, use, or disclosure of Confidential Information and shall reasonably cooperate with DAS in investigating, mitigating, and remediating such incident, at Seller's expense to the extent caused by Seller or its personnel or subcontractors. Seller shall not upload, input, disclose, or otherwise make available any Confidential Information to any public or third-party artificial intelligence system or service without DAS's prior written consent. Upon DAS's request or termination, Seller shall promptly return or securely destroy all DAS Confidential Information. DAS shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain without breach; (b) known to Seller at the time of disclosure without restriction; or (c) rightfully obtained by Seller on a non-confidential basis from a third party. Seller's confidentiality and restricted-use obligations under this Section shall continue during the term of the Agreement and for five (5) years thereafter; provided that such obligations with respect to trade secrets shall continue for so long as such information qualifies for trade secret protection under applicable law.
21. Force Majeure.
Neither party shall be liable to the other for any delay or failure in performing its obligations under this Agreement to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, without such party's fault or negligence, and which by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable (“Force Majeure Event”). Force Majeure Events include, but are not limited to, acts of God or the public enemy, government restrictions, floods, fire, earthquakes, explosion, epidemic, war, invasion, hostilities, terrorist acts, riots, strike, embargoes, or industrial disturbances. Seller's economic hardship or changes in market conditions are not considered Force Majeure Events. Seller shall use all diligent efforts to end the failure or delay of its performance, ensure that the effects of any Force Majeure Event are minimized and resume performance under this Agreement. If a Force Majeure Event prevents Seller from carrying out its obligations under this Agreement for a continuous period of more than thirty (30) days, DAS may terminate this Agreement immediately by giving written notice to Seller.
22. Assignment.
Seller shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of DAS. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Seller of any of its obligations hereunder. DAS may at any time assign or transfer any or all of its rights or obligations under this Agreement without Seller's prior written consent to any affiliate or to any person acquiring all or substantially all of DAS's assets.
23. Disputes.
Any dispute arising under or in connection with this Order with respect to the rights, duties, or obligations of the Parties shall be submitted in writing for resolution to ascending levels of management of the respective Parties. If a dispute cannot be resolved to both Parties’ mutual satisfaction, after good faith negotiations, within ninety (90) days from the date the written claim is received by the other Party, or such additional time as the Parties agree upon in writing, either Party may bring suit only in the state or federal court located in the State of Maryland. Seller consents to personal jurisdiction for this purpose in the State of Maryland. Pending any prosecution, appeal, or final decision referred to in this clause, or the settlement of any dispute arising under this Order, both Parties shall proceed diligently with their respective obligations under this Order. To the maximum extent permitted by law, the Parties waive any right to a jury trial. Notwithstanding the foregoing, either Party may seek temporary, preliminary, or other equitable relief from a court of competent jurisdiction at any time to prevent or remedy actual or threatened irreparable harm, without first completing the dispute escalation procedures. In no event shall DAS be liable for anticipated profits, incidental or consequential damages. DAS’s liability on any claim, of any kind and for any loss or damage arising out of, connected with or resulting from this Order, or from the performance or breach thereof shall, in no case, exceed the price allocable to the Goods and/or Services, or unit thereof, which gives rise to the claim. DAS shall not be liable for penalties of any description. Any action resulting from any breach on the part of DAS as to the Goods and/or Services delivered hereunder must commence within one year after the cause of action has accrued.
24. Release of Information.
Except as required by law, Seller shall not release to anyone outside Seller’s organization any information, or confirmation or denial of same, with respect to this Order or the subject matter hereof without the prior written approval of DAS. Requests for approval shall be made at least fifteen (15) days before the proposed date for release and shall identify the specific information to be released, the medium to be used, and the purpose for the release. Additionally, Seller shall not use the name “Defense Architecture Systems” or any other DAS trade name, any Products, parts thereof or replicas of Products, or in any other way identify DAS in any advertisement, display, news release, or other disclosure without DAS’s prior written consent. The Parties agree that in the event a news release is so approved and made, such news will recognize DAS and Seller. No rights to use DAS’s name, logo, trademarks or customer names are granted, and Seller shall not publicize the relationship, disclose the existence or terms of an Order, or photograph or display DAS Products without written approval, except as required by law. Seller shall impose protections substantially equivalent to this Section upon its approved subcontractors and shall remain responsible for their compliance. Seller shall obtain DAS’s prior written approval of any proposed public release identifying DAS, its customers, programs, Products or the relationship.
25. Relationship of the Parties.
The relationship of Seller to DAS shall be that of an independent contractor and nothing herein contained shall be construed as creating any employer/employee, agency, or other relationship of any kind. Seller’s employees, agents and/or representatives (hereinafter “Employees”) performing under this Order shall at all times be under Seller’s direction and control and Seller shall so inform them. Seller shall pay all wages, salaries, and other amounts due its Employees in connection with this Order and shall be responsible for all reports and obligations for its Employees, including, but not limited to, social security and income tax withholdings, unemployment compensation, worker’s compensation, and equal employment opportunity reporting. Under no circumstance shall Seller be deemed an agent or representative of DAS or authorized to commit DAS in any way.
26. Stop Work Order.
DAS may, at any time, by written notification to Seller, require Seller to stop all, or any part of the work called for by this Order for a period of ninety (90) days after the written notification is delivered to Seller, and for any further period to which the Parties may agree. The notification shall be specifically identified as a Stop-Work Order (SWO) issued under this clause. Upon receipt of the SWO, Seller shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the SWO during the period of work stoppage. Within a period of ninety (90) days after a SWO is delivered to Seller, or within any extension of that period to which the Parties shall have agreed, DAS shall either (1) cancel the SWO or (2) terminate the work covered by the SWO as provided for in the applicable termination clause contained herein.
If a SWO issued under this clause is canceled or the period of that SWO or any extension thereof expires, Seller shall resume work. DAS shall make an equitable adjustment in the delivery schedule or Order price, or both, and this Order shall be modified in writing accordingly if (1) the SWO results in an increase in the time required for, or in Seller’s cost properly allocable to, the performance of any part of this Order; and (2) Seller asserts its rights to the adjustment within twenty (20) days after the end of the period of work stoppage.
If a Stop-Work Order is not canceled and the affected work is terminated for DAS's convenience, Seller may recover reasonable, documented, and unavoidable costs directly resulting from the Stop-Work Order, subject to Section 19.2(a). If the affected work is terminated due to Seller's default, Seller shall not be entitled to recover costs arising from the Stop-Work Order, except to the extent such costs were directly caused by DAS and are otherwise expressly recoverable under this Agreement. To the extent a mandatory FAR/DFARS flowdown expressly applicable to this Order prescribes a different termination or stop-work settlement, that mandatory requirement shall control.
27. Miscellaneous Provisions.
A failure or delay of either party to this Agreement to enforce any of the provisions of this Agreement shall in no way be construed to be a waiver of such provisions. In the event that any provision of this Agreement shall be held to be invalid, the remaining provisions of this Agreement shall be unimpaired, and the invalid provisions shall be replaced by a mutually acceptable provision. No modification of this Agreement shall be binding unless signed by the parties. The parties agree that where the context of any provision indicates an intent that it shall survive the termination of this Agreement, then it shall so survive. This Agreement shall not create, or in any way be interpreted as a joint venture, partnership, or formal business organization of any kind. Nothing in this Agreement shall be interpreted as granting either party the right to make commitments of any kind for the other party. Under no circumstances shall any personnel of either party be considered to be an employee or agent of the other party. Except for the Indemnitees and other persons expressly granted rights or protections under this Agreement, there are no intended third-party beneficiaries of any provision of this Agreement. Damages may be an inadequate remedy in the event of a breach by either party to this Agreement and that any such breach by either party will cause the other party great and irreparable injury and damage. Accordingly, both parties agree that the party claiming breach shall be entitled, without posting a bond or waiving any additional rights or remedies otherwise available to it at law or in equity or by statute, to injunctive and other equitable relief. This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior discussions, agreements, and representations, whether oral or written and whether or not executed by the parties. This Agreement may be signed in multiple counterparts and delivered by electronic means. All notices required hereunder shall be in writing and transmitted to the address for each party set forth on the Order. Notices shall be effective upon the date of confirmed delivery or at such time as delivery is refused by addressee upon presentation. The headings in this Agreement are for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any of its provisions. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, the singular shall include the plural, and vice versa, as the context may require. This Agreement shall be governed by the laws of the state of Maryland without regard to its conflict of laws provisions, except that any provision of this Order incorporated from the Federal Acquisition Regulation (FAR) or any agency regulation that supplements the FAR shall be governed by the federal common law of government contracts. The parties hereby consent to suit in, and to the personal jurisdiction of the federal and state courts located in Maryland with respect to any matter arising out of this Agreement. The 1980 United Nations Convention on Contracts for the International Sale of Goods and its related instruments will not apply to this Order.
28. FEDERAL ACQUISITION REGULATION (FAR) AND DEFENSE FAR SUPPLEMENT (DFARS) FLOWDOWN CLAUSES.
The clauses set forth in Exhibit A (FAR and DFARS Flowdown Clauses) set forth in the FAR and DFARS as in effect on the date of this Order, unless otherwise noted, are incorporated herein by reference. The listed FAR and DFARS clauses are incorporated herein as if set forth in full text unless made inapplicable by its corresponding note, if any. Any additional FAR, DFARS, or other agency supplemental or program-specific flowdown clauses applicable to a particular Order shall be expressly identified in and incorporated by reference into such Order. Seller shall include the appropriate FAR and DFARS clauses as required in any lower-tier subcontract. Whenever said clauses include a requirement for the resolution of disputes between the Parties in accordance with the FAR “Disputes” clause, the dispute shall instead be disposed of in accordance with the clause entitled “Disputes” in these terms and conditions. Where necessary to derive proper meaning in a subcontract situation from these clauses and any other program-specific clauses incorporated into this Order, “Contractor” means “Seller,” “Contracting Officer” means “DAS,” “Contract” means this Order and “Government” means “DAS or the Government.” However, the words “Government” and “Contracting Officer” do not change: (1) when a right, act, authorization, or obligation can be granted or performed only by the Government or the Prime Contract Contracting Officer or duly authorized representative, (2) when title to property is to be transferred directly to the Government, and (3) in FAR 52.227-1, 52.227-2, and DFARS 252.227-7013 and 252.227-7014.
-- End of Terms and Conditions –
EXHIBIT A
FEDERAL ACQUISITION REGULATION (FAR) AND DEFENSE FAR SUPPLEMENT (DFARS)
FLOWDOWN CLAUSES
Clause Title FAR Reference
Limitation on Payments to Influence Certain Federal Transactions.........................................................52.203-12
NOTE: Applicable to any Order greater than $150,000.
Contractor Code of Business Ethics and Conduct................................................................................... 52.203-13
NOTE 1: Applicable to any Order greater than $6,000,000 and period of performance greater than 120 days.
NOTE 2: Notwithstanding any alterations to this clause to reflect the relationship between DAS and Seller, all disclosures of violation of the civil False Claims Act or of Federal criminal law shall be directed to the Office of the Inspector General of the agency issuing the Prime Contract under which this Order is being issued, with a copy to the Contracting Officer of the Prime Contract.
Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009..........................52.203-15
Prohibition on Contracting with Entities that Require Certain Internal Confidentiality
Agreements or Statements-Representation.............................................................................................… 52.203-18
NOTE: This is not applicable to solicitations for a personal services contract with an individual if the services are to be performed entirely by the individual, rather than by an employee of the contractor or a subcontractor.
Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements............................... 52.203-19
NOTE: Applicable in all solicitations and resultant contracts, other than personal services contracts with individuals.
Basic Safeguarding of Covered Contractor Information Systems................................................................. 52.204-21
NOTE: Applicable to all Orders at any tier for other than commercially available off-the-shelf items.
Prohibition on Contracting for Hardware, Software, and Services Developed or Provided
by Kaspersky Lab and Other Covered Entities.........................................................................................… 52.204-23
Representation Regarding Certain Telecommunications and Video Surveillance Services
or Equipment........................................................................................................................................…... 52.204-24
NOTE: Not including (b)(2) or (d)(2).
Prohibition on Contracting for Certain Telecommunications and Video Surveillance
Services or Equipment.........................................................................................................................…… 52.204-25
NOTE: Pursuant to (e), not including (b)(2).
Prohibition on a ByteDance Covered Application....................................................................................... 52.204-27
Protecting the Government’s Interest When Subcontracting with Contractors Debarred,
Suspended or Proposed for Debarment..................................................................................................…. 52.209-6
Defense Priority and Allocation Requirements........................................................................................... 52.211-15
NOTE: Clause is applicable unless this Order provides no DPAS rating.
Contract Terms and Conditions Required to Implement Statutes or Executive Orders – Commercial Items.... 52.212-5
Utilization of Small Business Concerns...................................................................................................... 52.219-8
NOTE: Applicable unless contract is for personal services, or the contract, together with all of its subcontracts, will be performed entirely outside the U.S. and its outlying areas.
Prohibition of Segregated Facilities.....................................................................................................…… 52.222-21
Equal Opportunity................................................................................................................................….. 52.222-26
NOTE: Applicable only (i) if this Order is not exempted by Secretary of Labor under Executive Order 11246 as amended per FAR 22.807, and
(ii) then only with respect to provisions of subparagraphs (b)(1) through (b)(11) [binding Seller thereto].
Equal Opportunity for Veterans............................................................................................................... 52.222-35
NOTE 1: Applicable to any Order of $150,000 or more.
NOTE 2: The clause at 41 CFR 60-300.5(a) is incorporated herein by reference. DAS and Seller shall abide by the requirements of 41 CFR 60-300.5(a). This regulation prohibits discrimination against qualified protected veterans and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans.
Equal Opportunity for Workers with Disabilities......................................................................................... 52.222-36
NOTE 1: Applicable to any Order greater than $15,000 or lower threshold if effective under older, higher-tier contract.
NOTE 2: The clause at 41 CFR 60-741.5(a) is incorporated herein by reference. DAS and Seller shall abide by the requirements of 41 CFR 60-741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities.
Employment Reports on Veterans..........................................................................................................…… 52.222-37
NOTE: Applicable to any Order at or over the Simplified Acquisition Threshold.
Notification of Employee Rights Under the National Labor Relations Act.................................................… 52.222-40
NOTE: Applicable to any Order greater than $10,000.
Combating Trafficking in Persons..........................................................................................................……. 52.222-50
Minimum Wages Under Executive Order 13658........................................................................................…. 52.222-55
NOTE: Applicable to Orders subject to the Service Contract Labor Standards statute or the Wage Rate Requirements (Construction) statute.
Paid Sick Leave Under Executive Order 13706........................................................................................…. 52.222-62
NOTE: Applicable to Orders subject to the Service Contract Labor Standards statute or the Wage Rate Requirements (Construction) statute.
Privacy Training......................................................................................................................................….. 52.224-3
NOTE 1: Applies to Orders if flow down required in accordance with paragraph (f) of FAR clause 52.224-3.
NOTE 2: Use Alternate I when flow down required in accordance with paragraph (f) of FAR 52.224-3 and the agency specifies that only its agency-provided training is acceptable.
Contractors Performing Private Security Functions Outside the United States............................................ 52.225-26
Providing Accelerated Payments to Small Business Subcontractors.............................................................. 52.232-40
Stop-Work Order.......................................................................................................................................... 52.242-15
NOTE: The 90-day period in the first and fourth sentences of paragraph (a) is changed to 120 days.
Subcontracts for Commercial Items.............................................................................................................. 52.244-6
Government Property or Alternate I.............................................................................................................. 52.245-1
NOTE 1: Applicable to any Order if Government property is furnished to Seller.
NOTE 2: The basic clause (non-Alt 1 version) applies in most instances except for conditions referenced in Note 3 below.
NOTE 3: The Alternate 1 version of FAR 52.245-1 shall apply if; this Order was issued to Seller as a Firm Fixed Price type contracts not awarded on the basis of submission of certified cost or pricing data, DAS’s Prime Contract contains the Alternate 1 provision, or if Seller has a disapproved property control system at the time of Order award. Under the Alternate 1 clause Seller shall assume Full Risk of Loss for Government Property under Seller’s accountability during performance of this Order.
NOTE 4: In the phrases “Government Property”, “Government-furnished property”, and in references to title to property, “Government” shall not mean “DAS”.
NOTE 5: Seller shall provide DAS immediate notice of any disapproval, withdrawal of approval, or non-acceptance by the Government of its property control system. In the event of any of the aforementioned conditions Seller shall immediately assume Full Risk of Loss for all loss or damage to Government property commencing on the day Seller’s property system approval was withdrawn or rescinded.
Preference for Privately Owned U.S. - Flag Commercial Vessels.................................................................. 52.247-64
Requirement to Inform Employees of Whistleblower Rights...................................................................... 252.203-7002
Agency Office of the Inspector General...................................................................................................... 252.203-7003
NOTE: Applicable when Order contains FAR 52.203-13, Contractor Code of Business Ethics and Conduct.
Disclosure of Information.......................................................................................................................... 252.204-7000
Anti-Terrorism Awareness Training for Contractors................................................................................... 252.204-7004
NOTE: Applicable when performance requires routine physical access to a Federally-controlled facility or military installation. Information and guidance pertaining to DoD antiterrorism awareness training is available at https://jko.jten.mil/ or as otherwise identified in the performance work statement.
Limitations on the Use or Disclosure of Third-Party Contractor Reported Cyber
Incident Information.................................................................................................................................. 252.204-7009
Safeguarding Covered Defense Information and Cyber Incident Reporting............................................... 252.204-7012
NOTE: Applicable to all Orders, at any tier, including orders for commercial items, for operationally critical support, or for which performance will involve covered defense information, unless this Order is solely for commercially available off-the-shelf items.
Limitations on the Use or Disclosure of Information by Litigation Support Contractors............................ 252.204-7014
Notice of Authorized Disclosure of Information for Litigation Support...................................................... 252.204-7015
Covered Defense Telecommunications Equipment or Services—Representation......................................... 252.204-7016
Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services—Representation...252.204-7017
Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services..........…… 252.204-7018
Notice of NIST SP 800-171 DoD Assessment Requirements......................................................................... 252.204-7019
NIST SP 800-171 DoD Assessment Requirements........................................................................................ 252.204-7020
Contractor Compliance With the Cybersecurity Maturity Model Certification Level Requirements............. 252.204-7021
Note: Applicable when required by DAS's higher-tier contract or Prime Contract and applicable DFARS requirements. Seller shall maintain the required CMMC level and status for each applicable information system, comply with required affirmations and assessments, and flow down the clause to applicable lower-tier subcontractors in accordance with its terms.
Item Unique Identification and Valuation.............................................................................................. 252.211-7003
NOTE: Applicable if included in DAS’s higher tier contract or Prime Contract.
Reporting of Government-Furnished Property....................................................................................... 252.211-7007
NOTE: Applicable if prime contract requires, may require, or permits contractor access to a DoD installation.
Use of Government Assigned Serial Numbers......................................................................................... 252.211-7008
NOTE: Applicable if flow down required in accordance with DFARS 211.274-6(c).
Prohibition on Storage, Treatment, and Disposal of Toxic or Hazardous Materials................................. 252.223-7006
NOTE: Applicable if prime contract requires, may require, or permits contractor access to a DoD installation.
Prohibition of Hexavalent Chromium...................................................................................................... 252.223-7008
NOTE: Applicable to any Order for Products, maintenance and repair Services, or construction materials unless the exceptions listed in DFARS 223.7304 apply.
Replacement of Fluorinated Aqueous Film Forming Foam........................................................................ 252.223-7009
Prohibition on Acquisition of Certain Items from Communist Chinese Military Companies....................252.225-7007
Restriction on Acquisition of Certain Articles Containing Specialty Metals.............................................. 252.225-7009
NOTE 1: Exclude paragraphs (d) and (e)(1); paragraph (c)(6) is hereby deleted.
NOTE 2: Upon Seller notification of noncompliance with the terms of this clause and the provision of specific information related to the source of the noncompliance, DAS will facilitate management of the allowance for up to 2% otherwise noncompliant specialty metal content in the end item. The 2% minimal content exception does not apply to and cannot be used to exempt specialty metals contained in high performance magnets.
Export-Controlled Items......................................................................................................................... 252.225-7048
NOTE: Applicable if performance of this Order involves the use of, or access to, “export-controlled items” as defined in this DFARS clause.
Restriction on the Acquisition of Certain Magnets, Tantalum, and Tungsten........................................... 252.225-7052
Prohibition Regarding Business Operations with the Maduro Regime..................................................... 252.225-7056
Prohibition on Certain Procurements from the Xinjiang Uyghur Autonomous Region............................ 252.225-7060
Technical Data - Commercial Items.......................................................................................................... 252.227-7015
Validation of Restrictive Markings on Technical Data............................................................................ 252.227-7037
Cloud Computing Services ................................................................................................................... 252.239-7010
Requests for Equitable Adjustment........................................................................................................ 252.243-7002
Subcontracts for Commercial Items........................................................................................................ 252.244-7000
Notification of Potential Safety Issues..................................................................................................... 252.246-7003
Contractor Counterfeit Electronic Part Detection and Avoidance System................................................ 252.246-7007
NOTE 1: The provision of paragraphs (a) – (e), including its definition of “electronic parts,” are incorporated herein by reference. This clause is applicable to all orders for electronic parts or assemblies containing electronic parts.
NOTE 2: This clause is applicable only if standard note X1066 or X1067 is contained within this Order.
NOTE 3: For orders containing electronic parts or assemblies, this clause is applicable to all orders in support of Department of Defense Prime Contracts.
Sources of Electronic Parts........................................................................................................................ 252.246-7008
NOTE 1: This clause is applicable to all orders for electronic parts or assemblies containing electronic parts.