Additional Terms And Conditions Next Generation Jammer Technology Maturation (Prime Contract No. N C-0072)

Transcription

1 Additional Terms And Conditions Next Generation Jammer Technology Maturation (Prime Contract No. N C-0072) All of the additional terms and conditions set forth below are incorporated in and made part of this Order. Any conflict between any of the conditions contained in this form and those appearing on Northrop Grumman Purchase Order Terms and Conditions shall be resolved in favor of the conditions in this form. I. Changes To Terms And Conditions A. The November 1995 version of the DoD FAR Supplement clause applies to this Order. B. The following changes are made to the clause entitled, FAR and DFARS Provisions/Clauses : 1. Add the following FAR clauses: INTEGRITY OF UNIT PRICES and ALT. I AUTHORIZATION AND CONSENT, ALT. I NOTIFICATION OF CHANGES (under paragraph b, the notification period is 15 days; under paragraph d, the response time is 45 days) 2. Add the following DOD FAR Supplement clauses: DISCLOSURE OF INFORMATION ITEM IDENTIFICATION AND VALUATION (items requiring Unique Item Identification shall be identified on the resultant Order) RESTRICTIONS ON THE USE OF MANDATORY ARBITRATION AGREEMENTS (Applicable to all subcontracts, task orders and Purchase Orders at every tier in excess of $1 million that utilize FY10 funds except for commercial items and commercially available off-the-shelf items) EARNED VALUE MANAGEMENT SYSTEM (The following Sellers shall comply with the requirements of this clause: TBD) Addendum 512 (4/11) Page 1 of 5

2 II. ADDITIONAL CONDITIONS A. OPERATIONS SECURITY (OPSEC) (Applies to Orders which involve access to classified information) 1. The Seller is required to provide OPSEC protection for all classified information, as defined in FAR 2.101, and sensitive information. The term sensitive information means any information, the loss, misuse, or unauthorized access to or modification of which could adversely affect the national interest or the conduct of Federal programs, or the privacy to which individuals are entitled under 5 U.S.C. 552, (the Privacy Act), but which has not been specifically authorized under criteria established by an Executive Order or an Act of Congress to be kept secret in the interest of national defense or foreign policy. Security policy, procedures, and requirements for classified information are provided in DoD Manual M, National Industrial Security Program Operation Manual (NISPOM). Use OPNAVINST and National Security Decision Directive (NSDD) 298 for the concept of OPSEC, and apply the framework for telecommunications security in DFARS , as appropriate. As an integral part of the Integrated Data Environment (IDE), the Seller and all tiers of subcontractors will apply and use system level and data level Meta Data tags for identification and protection of digital form data, such as for classified, Export Control, Limited Rights, or Controlled Distribution. Distribution Statements shall follow the provisions of SECNAV M, Exhibit 8A, SECNAVINST A and DODD In order to meet this requirement, the Seller shall develop, implement and maintain a facility level OPSEC program to protect classified and sensitive information to be held, provided, used, handled, discussed, processed, stored, transmitted, or delivered at Northrop Grumman s or Seller s facilities during performance of this Order. 2. The OPSEC program implemented hereunder shall be in place in time to protect classified and sensitive information to be used at Northrop Grumman s and Seller s facilities during the performance of this Order. Addendum 512 (4/11) Page 2 of 5

3 B. INVENTION DISCLOSURES AND REPORTS (NAVAIR ) 1. In accordance with the requirements of the Patent Rights clause of this Order, the Seller shall submit Report of Inventions and Subcontracts (DD Form 882) along with written disclosure of inventions to the Buyer. 2. The Buyer will forward such reports and disclosures directly to the appropriate Patent Counsel, designated below, for review and recommendations, after which the reports will be returned to the Buyer. Name and address of Patent Counsel: Office of Counsel, AIR 11.4 Naval Air Systems Command (NAVAIR) Buse Rd Bldg 2272 Room 257 Patuxent River, MD The above designated Patent Counsel will represent the Buyer with regard to invention reporting matters arising under this Order. 4. A copy of each report and disclosure shall be forwarded to the Buyer. 5. The Seller shall furnish the Buyer a final report within two (2) months after completion of the contracted work listing all subject inventions or certifying that there were no such inventions, and listing all subcontracts at any tier containing a patent rights clause or certifying that there were no such subcontracts. C. ASSOCIATE CONTRACTOR CLAUSE (NAVAIR ) 1. (a) This clause is intended to establish appropriate coordination/integration of work by the EA-18G and F-35 associate contractors, ensuring complete compatibility between equipment, data and services, thereby preventing unnecessary duplication of effort and maximizing commonality. (b) This clause requires the Order price to provide for the work performance called for in the Associate Contractor Agreements, in support of said Order. 2. The Associate Contractors are as follows: CONTRACTOR (a) Boeing St. Louis (b) Lockheed Martin Ft Worth 3. The Seller shall work and maintain close liaison with the associate contractors listed in Paragraph (b) above. In order to assure accomplishment of this objective, the Seller shall enter into written agreements with each of the other applicable associate contractors. 4. Each written agreement between the Seller and an associated contractor shall provide for complete and unbiased exchange of technical information and interface data relating to their detailed responsibilities and procedures. The following is a guide to be used in the development of each agreement: Addendum 512 (4/11) Page 3 of 5

4 (a) Identification of the data and information to be furnished among the associated contractors to facilitate procedures/schedules for the exchange of information and/or data. Descriptive detail of the data and/or information to be furnished or exchanged, with a specific date for delivery of each item thereof and containing such other mutual covenants and agreements that may be desirable or required to assure delivery or exchange of said data and/or information in a timely manner and in a condition suitable for use by the recipient. (For example, this may extend to all information pertaining and essential to the design, development, fabrication, test, interface, modification and installation of equipment and provision of services hereunder to the extent that each party may require such information to ensure the compatibility of their respective equipment, data and services.) (b) To be provided by one contractor to another (including such services as clerical support to visiting associate contractor personnel, unscheduled maintenance and technical support for equipment, etc.) to facilitate the performance of the respective contracts and the period(s) of time the services are to be provided to assure necessary interface actions and support activities. (c) The materials to be provided to each other by the respective contractors in performance. (d) The facilities and their location to be provided by each contractor to accommodate personnel assigned to provide the associated contractor s integration and support services, assurance of adequate working areas, power requirements, office space and communication equipment that are essential for timely completion of the integration/support services. (e) Delineation of respective interface responsibilities. (f) Provision for furnishing copies to communications relative to performance of associate contractor responsibilities. 5. In the event this exchange of information/data results in access to limited rights data, the Seller hereby agrees not to utilize such limited data acquired under the exchange or to manufacture itself those items identified above, or components thereof. 6. In the event that limited rights data is obtained from the contractors designated herein, the Seller agrees to obtain written agreement from its employees whose work responsibilities involve access to this data. The agreement shall state that said employee(s) will not, either during his employment or thereafter, disclose any limited rights information/data to employees of the company submitting unlimited rights information, employees other than the Seller s employees, or for use of his own benefit or the future benefit of any other individual, corporation or organization. This provision does not apply to data furnished voluntarily by individuals, corporations or organizations without limitations as to use or to data that falls within public domain. Addendum 512 (4/11) Page 4 of 5

5 7. Each Associate Contractor Agreement shall be submitted to Northrop Grumman for review prior to execution. The Associate Contractor Agreements are for information purposes only and shall not be subject to or governed by this Order. In the event of a conflict between the terms of this Order and terms of the aforesaid agreement, the terms of this Order shall control. 8. If the Seller and an associate contractor fail to agree upon action to be taken in connection with their respective responsibilities, each contractor shall promptly bring the matters to the attention of Northrop Grumman and provide recommendations for a solution. The Seller shall not be relieved of its obligations to make timely deliveries or be entitled to any other adjustment due to their own or their associate s failure to promptly refer matters to Northrop Grumman or to implement Northrop Grumman s directions. D. DISCLOSURE, USE AND PROTECTION OF PROPRIETARY INFORMATION (NAVAIR ) 1. During performance of this Order, the Government may use an independent services contractor (ISC), who is neither an agent nor employee of the Government. The ISC may be used to conduct reviews, evaluation, or independent verification and validations of technical documents submitted to the Government during Order performance. 2. The use of an ISC is solely for the convenience of the Government. The ISC has no obligation to Northrop Grumman or its Suppliers. The Supplier is required to provide full cooperation, working facilities and access to the ISC for the purposes stated in paragraph 1. above. 3. Since the ISC is neither an employee nor agent of the Government, any findings, recommendations, analysis or conclusions of such a contractor are not those of the Government. 4. The Supplier acknowledges that the Government has the right to use ISCs as stated in paragraph 1. above. It is possible that under such an arrangement the ISC may require access to or the use of information (other than restricted cost or pricing data), which is proprietary to the Supplier. 5. To protect any such proprietary information from disclosure or use, and to establish the respective rights and duties of both the ISC and the Supplier, the Supplier agrees to enter into a direct agreement, with any ISC as the Government and Northrop Grumman requires. A properly executed copy of the agreement will be provided to the Buyer. Addendum 512 (4/11) Page 5 of 5