MASSACHUSETTS INSTITUTE OF TECHNOLOGY LINCOLN LABORATORY TERMS AND CONDITIONS ATTACHMENT A MANDATORY/GENERAL CLAUSES (MAY 2017)

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1 MASSACHUSETTS INSTITUTE OF TECHNOLOGY LINCOLN LABORATORY TERMS AND CONDITIONS ATTACHMENT A MANDATORY/GENERAL CLAUSES (MAY 2017) FAR PO #: SAMPLE Prime Contract: FA D SECURITY REQUIREMENTS (AUG 1996) REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT AWARDS (OCT 2015) PROTECTING THE GOVERNMENTS INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (OCT 2015) DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS (APR 2008) NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (FEB 1997) CONTRACTS FOR MATERIALS, SUPPLIES, ARTICLES, AND EQUIPMENT EXCEEDING $15,000) (MAY 2014) PROHIBITION OF SEGREGATED FACILITIES (FEB 1999) EQUAL OPPORTUNITY (MAR 2007) AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (JUL 2014) COMBATING TRAFFICKING IN PERSONS (FEB 2009) EMPLOYMENT ELIGIBILITY VERIFICATION (OCT 2015) HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA (JAN 1997) OZONE-DEPLETING SUBSTANCES (MAY 2001) ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE DRIVING (AUG 2011) RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (JUN 2008) FILING OF PATENT APPLICATIONS -- CLASSIFIED SUBJECT MATTER (DEC 2007) PATENT RIGHTS -- OWNERSHIP BY THE CONTRACTOR (MAY 2014) UNENFORCEABILITY OF UNAUTHORIZED OBLIGATION (JUN 2013) PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (DEC 2013) ((Applies to SB only)) APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004) STOP-WORK ORDER (AUG 1989 (Alt 1 (1984))) GOVERNMENT DELAY OF WORK (APR 1984) CHANGES -- FIXED-PRICE (AUG 1987) ALT V (APR 1984) SUBCONTRACTS FOR COMMERCIAL ITEMS (JUL 2014) GOVERNMENT PROPERTY (APR 2012) ((ALT I) APR 2012) USE AND CHARGES (APR 2012) F.O.B. DESTINATION (NOV 1991) PREFERENCE FOR PRIVATELY OWNED U.S.- FLAG COMMERCIAL VESSELS (FEB 2006) Vendor Name: Vendor Type: Fixed-Price R&D DFARS Page 1 of REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (SEP 2013) DISCLOSURE OF INFORMATION (AUG 2013) REPORTING OF GOVERNMENT-FURNISHED PROPERTY (AUG 2012) PROHIBITION ON STORAGE AND DISPOSAL OF TOXIC AND HAZARDOUS MATERIALS (APR 2012) CONTRACTOR PERSONNEL AUTHORIZED TO ACCOMPANY U.S. ARMED FORCES DEPLOYED OUTSIDE THE UNITED STATES (FEB 2013) ANTITERRORISM/FORCE PROTECTION FOR DEFENSE CONTRACTORS OUTSIDE THE UNITED STATES (MAR 2006) EXPORT CONTROLLED ITEMS (JUN 2013) RIGHTS IN TECHNICAL DATA--NONCOMMERCIAL ITEMS (FEB 2014) RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE AND NONCOMMERCIAL COMPUTER SOFTWARE DOCUMENTATION (FEB 2014) TECHNICAL DATA COMMERCIAL ITEMS (FEB 2014) RIGHTS IN BID OR PROPOSAL INFORMATION (JAN 2011) VALIDATION OF ASSERTED RESTRICTIONS-- COMPUTER SOFTWARE (SEP 2011) LIMITATIONS ON THE USE OR DISCLOSURE OF GOVERNMENT-FURNISHED INFORMATION MARKED WITH RESTRICTIVE LEGENDS (MAY 2013) DEFERRED ORDERING OF TECHNICAL DATA OR COMPUTER SOFTWARE (APR 1988) TECHNICAL DATA--WITHHOLDING OF PAYMENT (MAR 2000) VALIDATION OF RESTRICTIVE MARKINGS ON TECHNICAL DATA (JUN 2013) PATENT RIGHTS OWNERSHIP BY THE CONTRACTOR (LARGE BUSINESS) ((JUN 2012) ALT 1 (DEC 2007) ALTERNATE II (DEC 2007)) PATENTS--REPORTING OF SUBJECT INVENTIONS (APR 1990) GROUND AND FLIGHT RISK (JUNE 2010) ACCIDENT REPORTING AND INVESTIGATION INVOLVING AIRCRAFT, MISSILES, AND SPACE LAUNCH VEHICLES (DEC 1991) DOD PROGRESS PAYMENT RATES (OCT 2014 (applies to SB/SDB only)) LIMITATION OF GOVERNMENT S OBLIGATION (APR 2014) FREQUENCY AUTHORIZATION (MAR 2014) PROTECTION OF HUMAN SUBJECTS (JUL 2009) TRAINING FOR CONTRACTOR PERSONNEL INTERACTING WITH DETAINEES (JUN 2013) TELECOMMUNICATIONS SECURITY EQUIPMENT, DEVICES, TECHNIQUES, AND SERVICES (DEC 1991)

2 SUPPLY CHAIN RISK (NOV 2013) PRICING OF CONTRACT MODIFICATIONS (DEC 1991) CONTRACTOR PURCHASING SYSTEM ADMINISTRATION - BASIC (MAY 2014) TAGGING, LABELING, AND MARKING OF GOVERNMENT-FURNISHED PROPERTY (APR2012) REPORTING LOSS OF GOVERNMENT PROPERTY (APR2012) CONTRACTOR PROPERTY MANAGEMENT SYSTEM ADMINISTRATION (APR 2012) WARRANTY OF DATA - BASIC (MAR 2014) TRANSPORTATION OF SUPPLIES BY SEA - BASIC (APR 2014) Page 2 of 7

3 MASSACHUSETTS INSTITUTE OF TECHNOLOGY LINCOLN LABORATORY ATTACHMENT B SPECIAL PROVISIONS FOR SUBCONTRACTS (MAY 2017) The following provisions are applicable in the performance of the work scope identified in the Subcontract or subcontract specification. 1 ORDER OF PRECEDENCE In the event of an inconsistency in this subcontract, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: (a) subcontract; (b) subcontract clauses as identified in Request For Proposal (RFP) Attachments A and B and incorporated by reference herein; (c) MIT Lincoln Laboratory statement of work/technical specification; and (d) Subcontractor s proposal to the extent it is incorporated by reference into the subcontract. 2 HEAD OF THE CONTRACTING SERVICES DEPARTMENT S AUTHORITY The MIT Lincoln Laboratory Head of the Contracting Services Department (CSD), or the CSD designee, shall be the only individual authorized to direct and/or redirect the efforts or in any way amend any of the items or requirements of this subcontract. Direction received by the Subcontractor from any other MIT Lincoln Laboratory official or individual is only to be complied with if authorized in writing by the Head of the Contracting Services Department (CSD), or the CSD designee. 3 EXPORT COMPLIANCE The documents attached and those provided by MIT Lincoln Laboratory in furtherance of this subcontract may contain technical data whose export is restricted by the Arms Export Control Act (AECA) or the Export Administration Act (EAA). Subcontracting, sharing of information, or transfer of data, by any means to a foreign person (as defined by the International Traffic in Arms Regulations, Part ) who is not eligible to obtain export-controlled technical data is expressly prohibited. 4 USE OF THE NAME OF MIT LINCOLN LABORATORY The Subcontractor agrees not to use the name of MIT Lincoln Laboratory or any member of its staff in sales promotion work, advertising, or in any form of publicity without the written permission of MIT Lincoln Laboratory. 5 RISK OF LOSS Risk of loss shall not pass to MIT Lincoln Laboratory until goods called for in this subcontract have been actually received, inspected, and accepted by MIT Lincoln Laboratory at the destination specified herein. The Subcontractor assumes full responsibility for packing, crating, marking, transportation, and liability for loss or damage in transit, notwithstanding any agreement by MIT Lincoln Laboratory to pay freight, express, or other transportation charges. 6 INDEMNIFICATION The Subcontractor agrees to indemnify MIT and to hold MIT harmless from and against all claims, liability, loss, damage, and expenses, including legal fees, arising from or due to any actual or claimed trademark, patent, or copyright infringement and any litigation based thereon, with respect to any part of the goods and work covered by the Subcontract. The Subcontractor shall defend any such litigation brought against MIT provided that MIT notifies the Seller promptly of any such suit. The Subcontractor s obligation hereunder shall survive acceptance of the goods and payment therefore by MIT Lincoln Laboratory. 7 HOLD HARMLESS From and after the date of this agreement, the Subcontractor agrees to indemnify and hold harmless MIT from any and all claims, regardless of by whom such claim or claims may be asserted, for personal injury or property damage or otherwise that may result directly or indirectly from the use, possession, or ownership of the goods or services provided by the Subcontractor pursuant to this agreement. If this order covers labor, a condition of this order is that the Subcontractor will protect and save harmless MIT from any liability for Workers Compensation or any other claims due to accidents to such labor or from liability for damages to others or their property which this labor may cause. The Subcontractor shall carry and maintain insurance coverage satisfactory to cover the above and, upon request, shall furnish to MIT appropriate evidence of such insurance. Page 3 of 7

4 8 INSURANCE Each subcontractor shall maintain such insurance as specified in FAR to include the items listed below. A copy of all applicable certificates of such insurance shall be filed with the MIT Lincoln Laboratory Head of the Contracting Services Department. a. Workers compensation and employer s liability. Subcontractors are required to comply with applicable Federal and State workers compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer s liability section of the insurance policy, except when subcontract operations are so commingled with a subcontractor s commercial operations that it would not be practical to require this coverage. Employer s liability coverage of at least $100,000 shall be required, except in States with exclusive or monopolistic funds that do not permit workers compensation to be written by private carriers. b. General liability. The contracting officer shall require comprehensive general liability insurance, including, but not limited to, contractor s liability coverage and contractual liability coverage, of not less than One Million Dollars ($1,000,000) with respect to personal injury or death, and Five Hundred Thousand Dollars ($500,000) with respect to property damage per occurrence. c. Automobile liability. The contracting officer shall require automobile liability insurance written on the comprehensive form of policy. The policy shall provide for bodily injury and property damage liability covering the operation of all automobiles used in connection with performing the contract. Policies covering automobiles operated in the United States shall provide coverage of at least $200,000 per person and $500,000 per occurrence for bodily injury and $20,000 per occurrence for property damage. The amount of liability coverage on other policies shall be commensurate with any legal requirements of the locality and sufficient to meet normal and customary claims. 9 TAX EXEMPT STATUS AND APPLICABLE LAW a. The article or articles shown on this subcontract are purchased for the exclusive use of MIT Lincoln Laboratory, a Massachusetts Institute of Technology facility operated with the support of the Department of Defense and other Government agencies. Massachusetts Institute of Technology, employer identification number , is exempt under Section 501(c)(3) of the Internal Revenue Code as an educational and scientific research organization. b. This subcontract is exempt from Massachusetts Sales and Use Tax. Certificate Number E c. This subcontract shall be construed and enforced in accordance with the laws of the Commonwealth of Massachusetts. 10 VENDOR WARRANTIES a. The Subcontractor shall obtain for and on behalf of MIT Lincoln Laboratory, through formal written agreements with its subcontract manufacturers and vendors, warranties certified by such subcontractors and vendors to be at least as favorable as those provided by such manufacturers/vendors to their most favored commercial customers, covering the accessories, components, and items of equipment to be either acquired or delivered under this contract. b. Any Construction project shall be warranted for a period of one (1) year following the date of final acceptance. Any defects arising during this warranty period shall be corrected without cost to MIT Lincoln Laboratory. 11 GOVERNMENT PROPERTY INVENTORY AND ACCOUNTING In accordance with FAR (a) and (b), subcontractors are generally not liable for loss or damage to all MIT Lincoln Laboratory-furnished or subcontractoracquired equipment or material, unless it is determined the Government s assumption of risk should be revoked when the MIT Lincoln Laboratory Property Office determines that the subcontractor s property management practices are inadequate and/or present it to be an undue risk to the Government and MIT Lincoln Laboratory. a. The Subcontractor shall develop and submit a physical inventory list of all property items, either provided by MIT Lincoln Laboratory or fabricated/acquired in performance of this contract, inclusive of all subcontractors, to the MIT Lincoln Laboratory Property Office. An interim inventory shall be accomplished and submitted after subcontract award; a yearly inventory shall be submitted with the annual property report; and the final inventory shall be submitted at time of project completion and prior to final invoicing to MIT Lincoln Laboratory. All submitted inventories shall provide a description, manufacturer, model number, serial number, dollar value, and date of receipt for each item. In addition, final payment will not be made on the subcontract until such final inventory has been received and approved by the MIT Lincoln Laboratory Property Office. b. If property inventory data specified to be delivered under this subcontract is not delivered within the time specified by this subcontract or is deficient or incomplete upon delivery, MIT Lincoln Laboratory may, until such data is accepted by MIT Lincoln Laboratory, withhold final payment to the Subcontractor. Payments shall not be withheld nor any other action taken pursuant to this paragraph when the Subcontractor s failure to make timely delivery or to deliver such data without deficiencies arises out of causes beyond the control and without the fault or negligence of the Subcontractor. c. The withholding of any amount or subsequent payment to the Subcontractor shall not be construed as a waiver of any rights accruing to MIT Lincoln Laboratory and/or the Government under this Subcontract. Page 4 of 7

5 12 ASSIGNMENT OF PROPERTY Government property either furnished under or acquired in the performance of this Subcontract shall not be assigned by or transferred to another source or location by the subcontractor without the prior written permission of the MIT Lincoln Laboratory Head of the Contracting Services Department. 13 PATENTS For Research and Development (R&D) subcontracts, Federal Acquisition Regulation (FAR) Patent Rights Clauses are incorporated by reference into this subcontract, as applicable, and listed on Attachment A, Terms and Conditions for Research and Development contracts. Failure to comply with disclosure and reporting requirements of this clause may result in withholding of payments by MIT Lincoln Laboratory. Notwithstanding any other provision of this subcontract, MIT Lincoln Laboratory will not make final payment under this subcontract until all patent clause requirements are fully complied with. 14 NOTIFICATION OF GOVERNMENT SECURITY ACTIVITY AND VISITOR GROUP SECURITY AGREEMENTS The USAF prime contract contains a DD Form 254, DOD Contract Security Classification Specification, and requires performance at a government location in the U.S. or overseas. Prior to beginning operations involving classified information on an installation identified on the DD Form 254, the subcontractor shall take the following actions: (a) At least thirty days prior to beginning operations, notify the security police activity shown in the distribution block of the DD Form 254 as to: (1) The name, address, and telephone number of this subcontract company s representative and designated alternate in the U.S. or overseas area, as appropriate; (2) The subcontract number and military contracting command; (3) The highest classification category of defense information to which subcontractor employees will have access; (4) The Air Force installations in the U.S. (in overseas areas, identify only the APO number(s)) where the subcontract work will be performed; (5) The date subcontractor operations will begin on base in the U.S. or in the overseas area; (6) The estimated completion date of operations on base in the U.S. or in the overseas area; and, (7) Any changes to information previously provided under this clause. This requirement is in addition to visit request procedures contained in DOD M, National Industrial Security Program Operating Manual. (b) Prior to beginning operations involving classified information on an installation identified on the DD Form 254 where the subcontractor is not required to have a facility security clearance, the subcontractor shall enter into a Visitor Group Security Agreement (or understanding) with the installation commander to ensure that the subcontractor s security procedures are properly integrated with those of the installation. As a minimum, the agreement shall identify the security actions that will be performed: (1) By the installation for the subcontractor, such as providing storage and classified reproduction facilities, guard services, security forms, security inspections under DOD M, classified mail services, security badges, visitor control, and investigating security incidents; and (2) Jointly by the subcontractor and the installation, such as packaging and addressing classified transmittals, security checks, internal security controls, and implementing emergency procedures to protect classified material. 15 HEALTH AND SAFETY ON GOVERNMENT INSTALLATIONS In performing work under this contract on a Government installation, the subcontractor shall: (a) Comply with the specific health and safety requirements established by this subcontract; (b) Comply with the health and safety rules of the Government installation that concern related activities not directly addressed in this subcontract; (c) Take all reasonable steps and precautions to prevent accidents and preserve the health and safety of subcontractor and Government personnel performing or in any way coming in contact with the performance of this subcontract; and (d) Take such additional immediate precautions as the contracting officer may reasonably require for health and safety purposes. (e) The contracting officer may, by written order, direct Air Force Occupational Safety and Health (AFOSH) Standards and/or health/safety standards as may be required in the performance of this contract and any adjustments resulting from such direction will be in accordance with the Changes clause of this subcontract. (f) Any violation of these health and safety rules and requirements, unless promptly corrected as directed by the contracting officer, shall be grounds for termination of this subcontract in accordance with the Default clause of this subcontract. Page 5 of 7

6 16 CLAUSES INCORPORATED BY REFERENCE This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this address: 17 SAFEGUARDING COVERED DEFENSE INFORMATION AND CYBER INCIDENT REPORTING In the performance of this contract and in addition to complying with DFARS , Safeguarding Covered Defense Information and Cyber Incident Reporting (October 2016), the contractor shall execute the following: (1) Reporting requirement a. The Contractor shall report to MIT Lincoln Laboratory within 24 hours of the discovery of any cyber incident, as defined in DFARS (Oct 2016), which affects a covered contractor information system or the covered defense information residing therein. Incidents must be reported to the MIT Lincoln Laboratory Chief Security Officer (CSO) or Information Security Manager (ISM) by calling MIT Lincoln Laboratory s Information Security Hotline at The Contractor must provide to MIT Lincoln Laboratory as much of the following information as can be obtained: i. MIT Lincoln Laboratory Subcontract numbers affected ii. Location of the event if different than the prime subcontractor location iii. Point of contact iv. Platforms or systems involved v. Date incident discovered vi. Location(s) of compromise vii. Date incident discovered viii. Type of compromise (e.g., unauthorized access, inadvertent release, other) ix. Description of technical information compromised. X. Any additional information relevant to the information compromise. B. When reporting a cyber incident to DoD as required in DFARS (c) (Oct 2016), the Contractor shall provide MIT Lincoln Laboratory Contracting Services Department (CSD) with the incident report number automatically assigned by the DoD. Such notification shall be sent via or formal correspondence as soon as practicable after submitting the incident report. C. When the Contractor discovers a cyber incident that affects a covered contractor information system or the covered defense information residing therein, or in support of a MIT Lincoln Laboratory Security Services Department (SSD) damage assessment, the Contractor shall: i. Conduct a review for evidence of compromise of covered defense information, including, but not limited to, identifying compromised computers, servers, specific data, and user accounts. This review shall also include analyzing covered contractor information system(s) that were part of the cyber incident, as well as other information systems on the Contractor s network(s), that may have been accessed as a result of the incident in order to identify compromised covered defense information, or that affect the Contractor s ability to provide operationally critical support; ii. Preserve and protect images of all known affected information systems identified in DFARS (c)(1)(i) and all relevant monitoring/packet capture; and, iii. Rapidly report cyber incidents to DoD at (2) Security requirement a. For all contracts awarded prior to October 1, 2017, the Contractor shall notify MIT Lincoln Laboratory CSD when submitting notification to the DoD Chief Information Officer (CIO) of any security requirements specified by NIST SP not implemented at the time of award in accordance with DFARS (b)(2)(ii)(A) (Oct 2016). b. The Contractor shall notify MIT Lincoln Laboratory CSD when submitting a request to vary from NIST SP security requirement(s) to the Contracting Officer in accordance with DFARS (b)(2)(ii)(B) (Oct 2016). C. The Contractor must notify MIT Lincoln Laboratory CSD via or formal correspondence. 18 LIQUIDATED DAMAGES - SUBCONTRACTING PLAN (a) The Subcontractor shall make a good faith effort to comply with the subcontracting plan. (b) Performance shall be measured by applying the percentage goals to the total actual subcontracting dollars attributable to MIT/LL contracts covered by the negotiated Small Business Subcontracting Plan incorporated by reference into this subcontract. If, at subcontract completion, the Contractor has failed to meet the subcontracting goals established in the Small Business Subcontracting Plan, Liquidated Damages may be assessed. If assessed, the amount of damages attributable to the Contractor s failure to comply will be an amount equal to the actual dollar amount by which the Contractor failed to achieve each subcontract goal. The subcontractor will have the opportunity to demonstrate what efforts have been made to reach subcontracting goals and discuss the matter with MIT/LL. Page 6 of 7

7 19 DISPUTES If a dispute arises between the Parties, it shall be submitted to senior management of the parties. (a) If not resolved, either Party may notify the other of its desire to mediate the dispute and shall be mediated. The mediation shall be conducted by a single mediator. If within, thirty (30) days following the request for mediation, the Parties have not selected a mutually acceptable mediator, a mediator shall be appointed by the American Arbitration Association according to the Commercial Mediation Rules. The mediator shall attempt to facilitate a negotiated settlement of the dispute, but shall have no authority to impose any settlement terms on the Parties. The expenses of the mediation shall be borne equally by the Parties, but each Party shall be responsible for its own counsel fees and expenses. (b) If not resolved, it may be settled by appropriate legal proceedings in a court of competent jurisdiction in the Commonwealth of Massachusetts. The contractor shall proceed diligently with performance of the contract pending final resolution of any dispute. Page 7 of 7