ADDITIONAL GENERAL CONDITIONS - COMMERCIAL TIME BASED - SERVICES FOR C-130J EMPENNAGE PRIME CONTRACT NO. F C-2014 DATED 14 MARCH 2003

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1 PROGRAM ADDENDUM 223B (01-05) ADDITIONAL GENERAL CONDITIONS - COMMERCIAL TIME BASED - SERVICES FOR C-130J EMPENNAGE PRIME CONTRACT NO. F C-2014 DATED 14 MARCH 2003 Terms T-7 (01-05), entitled "Purchase Order Terms and Conditions, Commercial Time Based Services," require modification to comply with prime contract requirements. Any conflict between any of the terms and conditions herein and those appearing in Terms T-7 (01-05) shall be resolved in favor of this document. I. ADDITIONS TO TERMS T-7 (01-05): After clause 40, insert the following clauses: "41. HAZARDOUS MATERIAL ELIMINATION LIST COMPLIANCE In addition to the other hazardous materials clauses of this Order, Seller warrants that products delivered under this Order do not contain any of the Hazardous Materials listed in Table 1, entitled Banned Materials, on Lockheed Martin s Hazardous Materials Elimination List (HMEL), Issue 24, dated 08/22/03. This HMEL is available on the Internet at (available under Terms and Conditions ). Seller agrees to indemnify, defend and hold harmless Buyer against any loss, damage, or liability, including removal costs, by reason of Seller s violation of this warranty. Program Addendum 223B Page 1 of 8

2 "42. EXPORT LICENSING INFORMATION/OFFSHORE PROCUREMENT Notwithstanding that the Services to be performed pursuant to this Order are purchased for support of commercial items as defined in the Federal Acquisition Regulations ("FAR"), the technical data, technology or Buyer-furnished material/property provided to Seller pursuant to this Order may pertain to "Defense Articles" as defined in the International Traffic in Arms Regulations ("ITAR"), 22 Code of Federal Regulations ( CFR ), Part 120. Therefore, Seller shall obtain an ITAR export license or agreement prior to furnishing or disclosing (exporting) any technical data or technology to or performing any service for a "Foreign Person," as defined in the ITAR and as required by the clause entitled "Export And Import Compliance" in T-7 (01-05). Seller agrees to comply with the following: A. Seller shall use the technical data furnished by Buyer only in the manufacture of defense articles in accordance with this Order. B. Seller shall not disclose or provide technical data furnished by Buyer to any person except authorized U.S. Person (as defined in 22 CFR Part 120) employees and qualified subcontractors that require the technical data in performance of the subcontracts. C. Seller shall not disclose or provide technical data furnished by Buyer to any Foreign Person (as defined in 22 CFR Part 120) either in the U.S. or abroad unless obtaining prior authorization directly from the U.S. Department of State Office of Defense Trade Controls ( ODTC ). D. Seller shall not acquire any rights in the data furnished by Buyer except to use it in the performance of this Order. Seller also shall not convey to its qualified subcontractors any greater rights in the data than Seller has. Seller s qualified subcontractors shall only have the right to use the data as required in performance of their subcontracts. E. Seller shall deliver the defense articles manufactured in accordance with the Order only to Buyer, Buyer s Customer, or the U.S. Government as Buyer may direct. F. Upon completion or termination of this Order, Seller shall destroy or return to Buyer all technical data furnished to Seller by Buyer pursuant to this Order. At Buyer s election, Buyer may direct Seller to return or destroy the data and may require Seller to certify in writing that Seller has complied. G. Any purchase order or subcontract awarded by Seller, or any of Seller's subcontractors at any tier, in performing Buyer's Order must impose all the limitations set forth hereinabove, including this paragraph G." Program Addendum 223B Page 2 of 8

3 "43. NOTIFICATION OF STATUS CHANGES By accepting this Order, Seller certifies that all representations and certifications applicable to this Order included in the Subcontractor Annual Compliance Certification and the Supplier Capability Questionnaire remain valid. If Seller s status under any of the applicable representations and certifications has changed, Seller must complete and submit to Buyer a new Subcontractor Annual Compliance Certification or Supplier Capability Questionnaire prior to taking any action indicating acceptance of this Order. "44. AFFIRMATIVE ACTION AND EQUAL OPPORTUNITY REQUIREMENTS A. Affirmative Action Compliance Programs. (1) Seller shall within one hundred twenty (120) days of receipt of this Order develop a written Affirmative Action Program in accordance with rules, regulations and orders of the Secretary of Labor or assure equal opportunity in employment to minorities and women (unless previously developed); and (2) Seller shall require each of its lower-tier subcontractors who receive an award of $50,000 or more pursuant to this Order and who employ fifty (50) or more personnel to develop and maintain an Affirmative Action Compliance Program in accordance with rules, regulations, and orders of the Secretary of Labor. B. Equal Employment Opportunity Reporting. Seller shall complete and file Standard Form 100, entitled Employer Information Report EEO-1, or any successor form in accordance with the instructions contained in the Standard Form 100. C. Applicability. This clause only applies (i) if Seller is not exempt from compliance by rules, regulations, or orders or the Secretary of Labor, and (ii) if this Order exceeds $50,000. "45. RECORDS Seller shall retain all records and documents pertaining to the Services for a period of no less than three years after final payment. Such records and documents shall date back to the time this Order was issued and shall include without limitation, catalogs, price lists, invoices and inventory records for purposes of verification of prices charged by Seller for Services procured by Buyer. Buyer shall have the right to examine and reproduce all such records limited to those of direct cost elements (i.e. labor hours, direct material dollars and other direct charge dollars) related to pricing and performance to evaluate whether or not the data submitted with Seller's claim or proposal related to "Changes," "Termination for Convenience" or "Termination for Default" clauses of this Order are accurate, complete and current." "46. DEFENSE PRIORITIES AND ALLOCATIONS SYSTEM ("DPAS") RATING Program Addendum 223B Page 3 of 8

4 When a priority designation appears on the Order, Seller is required to follow the provisions of DPAS Regulations (15 CFR 700) in performing this Order." Program Addendum 223B Page 4 of 8

5 47. OZONE DEPLETING SUBSTANCES Seller shall not (i) include any specification, standard, drawing or other document that requires the use of Class I Ozone Depleting Substance (ODS) in the design, manufacture, test, operation, or maintenance of any system, subsystem, item component or process, or (ii) include any specification, standard, drawing or other document that establishes a requirement that can only be met by use of Class I ODS. Seller shall notify Buyer s Purchasing Agent if any Class I ODS is used or anticipated to be used in the design, manufacture, test, operation, or maintenance of any system, subsystem, item, component or process ser forth in this Order. 48. TECHNICAL SURVEILLANCE A. Buyer and authorized representatives of Buyer s customers and the U.S. Government shall have direct access to all areas of Seller s and Seller s subcontractor s plants where work under this Order is being performed, to review, inspect, and test the material and workmanship of all Services at all places and times, including, when practicable, during the period of manufacture or provision of services. If any such inspection or test is made on the premises of Seller, Seller shall furnish, without additional charge to any such party(ies) all reasonable facilities and assistance for the safe and convenient performance of the inspection or test. Seller shall include this clause in all of its subcontracts under this Order. B. Notwithstanding any payment or prior inspection, all Services shall be subject to final inspection and acceptance at destination unless otherwise specified. 49. DEFENSE SECURITY COOPERATION AGENCY REQUIREMENTS Services furnished under this Order may be used in performance of a contract which will be financed in whole or in part with United States Government Foreign Military Sales ( FMS ) credits administered by the Defense Security Cooperation Agency (DSCA). If Buyer notifies Seller that Services furnished under this Order are intended for use on a DSCA financed contract, Seller agrees to furnish to Buyer, at no additional cost to Buyer, the certifications and representations required by the DSCA which are applicable to Serices furnished by Seller. 50. ANTI-KICKBACKS Providing, attempting to provide, offering to provide, soliciting, accepting or attempting to accept any money, fee, commission, credit, gift, gratuity, kickback, thing of value, or compensation of any kind which is provided, directly or indirectly, for the purpose of improperly obtaining or rewarding favorable treatment in connection with this Order is prohibited. Seller shall promptly notify Buyer s Law Department and fully cooperate with any investigation of any actual or suspected violation of this clause. Program Addendum 223B Page 5 of 8

6 51. CHANGE AND FOLLOW-ON PROPOSALS Circumstances may arise during the course of performance under this Order where Buyer may request Seller to submit to Buyer technical and cost proposals relating to (1) anticipated changes or modifications to this Order prior to the implementation of the change or modifications to this Order, or (2) potential follow-on Orders for the Services furnished hereunder. In such cases, Seller agrees to furnish to Buyer a technical and/or cost proposal as requested within twenty (20) days of the request. Seller agrees to furnish current information to Buyer in sufficient detail for Buyer to determine price reasonableness and cost realism. 52. DATA RIGHTS A. In addition to any proprietary information clauses contained within this Order, the information contained in reports, drawings, documents or other records which are furnished to Seller by Buyer (hereinafter referred to as property ) relative to this Order, to the extent such information is not in the public domain, shall not be disclosed to others, except to subcontractors as necessary for completion of this Order, in which even the subcontractors shall have the same obligation of nondisclosure and restriction on use. Such information shall not be used or reproduced for any purpose whatsoever except in the performance of work under this Order. Upon completion, termination or cancellation of this Order, Seller shall, if requested by Buyer, return all property to Buyer twenty (20) days after the effective date of such completion, termination or cancellation. Any such property of Buyer retained by Seller shall remain subject to the foregoing restrictions on use, reproduction and disclosure. B. With respect to any design or development work required to be performed at Buyer s expense under this Order, Seller hereby sells, assigns, and transfers to Buyer all right, title and interest in and to all trade secrets, inventions, intellectual property rights, data, design rights, drawings, reports and documentation relating to items developed as a result of said work. 53. COMPLIANCE WITH THE IMMIGRATION REFORM AND CONTROL ACT OF 1986 A. Seller acknowledges that, under the Immigration Reform and Control Act of 1986 ( IRCA ), Seller is responsible for verifying the identity and work authorization status of its employees. Seller specifically agrees that it is an independent contractor under this Order for purposes of IRCA. Seller further agrees that, upon request of Buyer, it will submit to Buyer, or make available for inspection, its documentation verifying the identity and work authorization status of its employees. Program Addendum 223B Page 6 of 8

7 B. Seller s failure to comply with this clause may result in termination pursuant to the Termination for Default clause hereof. Examples of such failure would be submittal of falsified documents evidencing an employee s identity or work authorization status, or failure to verify an employee s identity or work authorization status. "54. FAR/DFARS PROVISIONS/CLAUSES The Services to be provided pursuant to this Order are purchased for support of commercial items as defined in the Federal Acquisition Regulations ( FAR ); therefore, the following additional terms and conditions are incorporated by reference from the FAR and Defense Federal Acquisition Regulations Supplement ( DFARS ) and apply to the extent indicated. In all of the following clauses, "Contractor" means "Seller," "Contracting Officer" means "Buyer, " "Contract" means this "Order" and "Government" means "Buyer or the Government." However, the words "Government" and "Contracting Officer" do not change: (i) 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; (ii) when title to property is to be transferred directly to the Government; (iii) in FAR , paragraph (f) and subparagraphs (d)(2) and (h)(2), (iv) in DFARS , paragraph (e) and subparagraphs (f)(iv)(a) and (h)(3), (v) DFARS , subparagraphs (e)(1) and (g)(1), and (vi) in DFARS The effective version of each FAR or DFARS clause shall be the version specified. If any of the FAR or DFARS clauses are not applicable by their terms they shall be self-deleting. The full text of clauses may be accessed electronically at: A. FAR , RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUL 1995), & ALTERNATE I. (OCT 1995). This clause applies only if this Order exceeds $100,000. B. FAR , UTILIZATION OF SMALL BUSINESS CONCERNS (OCT 2000). C. FAR , SMALL BUSINESS SUBCONTRACTING PLAN (JAN 2002). This clause applies to Orders that exceed $500,000, awarded to other than a small business concern. D. FAR , PROHIBITION OF SEGREGATED FACILITIES (FEB 1999). E. FAR , EQUAL OPPORTUNITY (FEB 1999). (Subparagraph (B)(1) through (B)(11) apply). F. FAR , AFFIRMATIVE ACTION FOR SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA, AND OTHER ELIGIBLE VETERANS (DEC 2001). This clause applies only if this Order exceeds $25,000. G. FAR , AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (JUN 1998). This clause applies only if this Order exceeds $10,000. Program Addendum 223B Page 7 of 8

8 H. FAR , DUTY FREE ENTRY (FEB 2000). In paragraph (b) the schedule means this Order. In paragraph (c)(1), change 20 calendar days to 40 calendar days. In paragraph (c)(2), delete will determine and in its place insert has been notified. Communication required under this clause from/to Seller to/from the Contracting Officer shall be through Buyer. I. FAR , RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (FEB 2000). J. FAR , PROTEST AFTER AWARD (AUG 1996). In paragraph (b)(2), change 30 days to 15 days. K. FAR , SUBCONTRACTS FOR COMMERCIAL ITEMS (APR 2003). L. FAR , GOVERNMENT PROPERTY (FIXED PRICE CONTRACTS) (DEC 1989). M. FAR , SPECIAL TOOLING (APR 1984). In paragraph (i), change 90 days to 210 days. N. FAR , SPECIAL TEST EQUIPMENT (FEB 1993). In paragraph (b), change 30 days to 90 days. In paragraph (c), change 30-day to 90-day. O. DFARS , DUTY-FREE ENTRY QUALIFYING COUNTRY END PRODUCTS AND SUPPLIES (AUG 2000). This clause applies if this Order is for supplies. P. DFARS , DUTY-FREE ENTRY ADDITIONAL PROVISIONS (AUG 2000). Q. DFARS , PREFERENCE FOR DOMESTIC SPECIALTY METALS (MAR 1998), & ALTERNATE I (MAR 1998). R. DFARS , EXCLUSIONARY POLICIES AND PRACTICES OF FOREIGN GOVERNMENTS (DEC 1991). This clause applies only to Orders supporting FMS contracts. S. DFARS , WAIVER OF UNITED KINGDOM LEVIES (OCT 1992). This clause applies if this Order exceeds $1,000,000 and Seller is a United Kingdom firm. T. DFARS , TECHNICAL DATA COMMERCIAL ITEMS (NOV 1995). U. DFARS SUBCONTRACTS FOR COMMERCIAL ITEMS AND COMMERCIAL COMPONENTS (DOD CONTRACTS) (MAR 2000). Program Addendum 223B Page 8 of 8