ELECTRIC BOAT CORPORATION - General Dynamics Electric …



EB-1 (Commercial) REVISIONSREVISION DATEClause No(s).DESCRIPTIONEB-1 (Commercial) Rev. 11/0011/21/2000Basic IssueEB-1 (Commercial) Rev. 1 (May 2012)6/12/201234Added subpara (f) on Work on Buyer’s Owned or Controlled Premises34(b)Added clarifying wording to this clause16Added expanded terms to this clause7Added new clause Counterfeit Parts34Added new wording on Joint Certification Program requirements35Added new clause Common Standard for Conducting a Background Records Check of Non-General Dynamics EmployeesEB-1 (Commercial) Rev. 2 (May 2013)5/24/2013Change BlockRevised to add Rev 25/24/20136.aRevised to add new clause 6.a Conflict Minerals, Prohibition and CertificationEB-1 (Commercial) Rev. 3 (July 2013)7/24/134.aBusiness Conduct and Ethics EB-1 (Commercial)Rev. 4 (Oct 2015)10/14/156.aAdded new Work In The United States clause.EB-1 (Commercial)Rev. 4 (Oct 2015)10/14/1510 Updated language for Indemnification clause.EB-1 (Commercial)Rev. 4 (Oct 2015)10/14/1522Added new Proprietary Information and Intellectual Property clause.EB-1 (Commercial)Rev. 4 (Oct 2015)10/14/1523Added new Access to Proprietary Data or Computer Software clause.EB-1 (Commercial)Rev. 4 (Oct 2015)10/14/1524Added new Safeguarding Proprietary Data.EB-1 (Commercial) Rev. 4 (Oct 2015)10/14/1529, 30, 31Updated Termination clauses.EB-1 (Commercial)Rev. 4 (Oct 2015)10/14/1537Added new Insurance clause.EB-1 (Commercial)Rev. 5 (Oct 2017)10/27/177Revised Counterfeit Parts ClauseEB-1 (Commercial)Rev. 67/2/186Revised to add new clause 6 (g) Compliance with Laws, Regulations, and PermitsEB-1 (Commercial)Rev. 710/9/189Added Importer of Record; Anti-Dumping WarrantyEB-1 (Commercial)Rev. 88/28/1931Added EU Personal Information Privacy Notice ClauseDefinitions:(a) “Buyer” means Electric Boat Corporation (“EB”), 75 Eastern Point Road, Groton, CT 06340.(b) “Order” means the purchase order, letter contract, subcontract, or other contractual vehicle into which these terms and conditions are incorporated and form a part.(c) “Party(ies)” means the Buyer and Seller, singularly (or collectively).(d) “Seller” means the addressee named on the Order. 1. Acceptance of Order. (a) This Order is an offer to buy under the terms stated therein. The acceptance of this Order, by acknowledgement, commencement of work, shipment of goods or performance of services shall constitute acceptance of the conditions set forth below and in the Order. No purported acceptance of this order based upon terms and conditions that purport to modify, supersede, or otherwise alter the terms and conditions hereof shall be binding upon Buyer. Any shipment of goods or performance of services by Seller shall be deemed to have been made only upon the terms and conditions contained herein, except to the extent that an authorized purchasing representative of Buyer otherwise expressly consents in writing to said alterations, notwithstanding Buyer's prior acceptance or payment for any shipment of goods or similar act of Buyer.(b) Entire Agreement: This Order, including these terms and conditions, together with any documents attached thereto or incorporated therein by reference, contains the entire agreement between the Parties with respect to the subject matter hereof, and prior or collateral representations, promises or conditions made or discussed in connection with or in respect to the subject matter hereof that are not incorporated herein are not binding upon either of the Parties. All specifications, drawings, and data submitted to Seller with this order or referred to by this Order are hereby incorporated herein and made a part of this Order.(c) Severability: The invalidity, illegality or unenforceability of any one or more phrase, provision, clause, or section of this Order shall in no way affect or impair the validity, legality or enforceability of the remaining phrases, provisions, clauses, and sections hereof, which shall remain in full force and effect. This Order shall be construed and enforced as if such invalid, unenforceable, or illegal phrase, provision, clause, or section had not been contained herein. 2. Amendments. The Parties acknowledge that no agreement or understanding purporting to modify this Order shall be binding upon Buyer unless in writing and signed by Buyer's authorized representative and it has been incorporated into this Order by supplement. The only exception to the foregoing is that a Vendor Information Request (VIR) submitted by Seller that has been properly signed and authorized by Buyer may be used to modify technical requirements (e.g., provide interpretation of requirements, accept nonconformances, etc.). However, a VIR may not authorize a change in Order pricing. Agreed upon pricing changes must be incorporated by Supplement into this Order. 3. Applicable Law. The validity, performance, and construction of the contract resulting from the acceptance of this Order shall be governed by, enforced, and construed in accordance with the laws of the State of Connecticut, U.S.A. without regard to its principles of conflicts of law. Jurisdiction and venue for any suit or any mutually agreed upon Alternative Dispute Resolution (ADR) proceeding between the Parties hereto arising out of or connected with this Order or the goods furnished hereunder, shall lie only in the State of Connecticut, U.S.A. 4. Audit. If this Order is other than a firm fixed-price order for the acquisition of commercial-off-the-shelf (COTS) goods (excluding services), Seller agrees that Buyer, or an authorized representative of Buyer, shall have access to, and the right to examine and copy any of the Seller’s or its subcontractors directly pertinent records and other data of any kind and stored in any medium relating to this Order. Seller also agrees to promptly make available at its offices, at reasonable times, the records referred to above and to assist Buyer in accessing the records at no additional cost to Buyer.5. Business Conduct and Ethics. The Buyer has implemented a comprehensive Business Ethics and Conduct Program, which is summarized in the General Dynamics Handbook entitled “General Dynamics Standards of Business Ethics and Conduct” which is available for viewing on-line at EB’s Web Site: (click on “Suppliers”, click on “How to Sell to EB”.) The Seller shall be familiar with this handbook and abide by its principles; in particular, Seller shall not offer any gift or gratuity to Buyer's employees, their families, customers or their representatives in a manner inconsistent with the guidance provided in this handbook.Seller agrees that it will adhere to similar standards of ethical behavior including developing a suitable system for identifying and reporting possible violations and agrees that it will invoke similar requirements on its lower-tier subcontractors.Furthermore, any falsification, concealment, or alteration of any material fact, or any false, fraudulent or fictitious statement or representation in connection with the work under this Purchase Order is not only prohibited by the Buyer's policy, but may also be punishable under law. You may also refer to EB’s annual holiday letter to active suppliers which reinforces our policies. 6. Changes. Buyer may, at any time, by a written notice, and without notice to any sureties or assignees, make changes within the general scope of this Order, including, but not limited to, design, materials, inspection, testing, packaging, time and place of delivery, and method of transportation. Only an authorized representative from Buyer’s Materials Management Department may direct a change to the Order. Seller assumes all responsibility and risk if it acts upon any other direction. If any such change order causes an increase or decrease in the cost of, or the time required for, the performance of any part of the work under this Order, whether changed or not changed, by any such directive, Seller may request an equitable adjustment in the price or delivery schedule, or both, and in such other provisions of this Order as may be affected. Buyer and Seller will negotiate an equitable adjustment, if warranted, and this Order shall be modified in writing accordingly. Any claim by Seller for an adjustment under this paragraph must be asserted within thirty (30) days from the date of receipt of the written notice directing the change(s); provided, however, that Buyer, if Buyer decides that the facts justify such action, may receive and act upon any such claim asserted at any time prior to final payment under this Order. Where the cost of property made obsolete or excess as a result of a change is included in the equitable adjustment, Buyer shall have title to, and the right to prescribe the manner of disposition of, such property. Failure to agree to any price and/or schedule adjustment shall be a dispute within the meaning of the "Disputes" paragraph of this Order. However, nothing in this clause shall excuse the Seller from proceeding with performance of the Order as changed while it pursues its remedies. Any other actions taken by Seller which affect any provision of this Order, including delivery and price, whether or not they were accomplished at the request of or with the concurrence of Buyer's other employees, will not entitle Seller to an equitable adjustment in accordance with this clause unless such action is subsequently ratified by written notice issued by Buyer as described above.7. Compliance with Laws, Regulations and Permits.(a) Seller certifies by its commencement with performance of this Order that it will comply with all applicable laws, executive orders, rules, regulations and ordinances (including those controlling imports and exports and those establishing environmental requirements). Seller also agrees to obtain all necessary permits and licenses required to perform this Order and that the costs of such permits and licenses have been included in the Order price.In the event of a conflict between U.S. laws and regulations and those of another country related to performance of the work required by this Order, Seller shall notify Buyer as soon as practicable and shall obtain written direction from Buyer prior to proceeding. This Order shall, in no way, be considered to authorize Seller not to comply with, or to exempt Seller from complying with, any domestic or foreign law or regulation.(b) Export Control: (1) Seller is advised that its performance of this Order may involve the use of or access to articles, technical data or software that is subject to export controls under 22 United States Code 2751 – 2796 (Arms Export Control Act) and 22 Code of Federal Regulations 120-130 (International Traffic in Arms Regulations) or 50 United States Code 2401 – 2420 (Export Administration Act) and 15 Code of Federal Regulations 768 – 799 (Export Administration Regulations) and their successor and supplemental laws and regulations (collectively hereinafter referred to as the "U.S. Export Laws and Regulations"). Seller represents and warrants that it shall comply with any and all U.S. Export Laws and Regulations, and any license(s) issued thereunder, and that it is either:(a) a U.S. Person as that term is defined in the U.S. Export Laws and Regulations, or that(b) it has disclosed to Buyer’s Representative in writing the country in which it is incorporated or otherwise organized to do business, or if a natural person, all citizenships and U.S. immigration status. (2) Non-U.S. Personnel - Seller shall not give any non-“U.S. Person” (includes non-U.S. entities and representatives of non-U.S. entities, regardless of nationality) access to Technical Data, software or Defense Articles, or provide an unauthorized Defense Service as those terms are defined in the applicable U.S. Export Laws and Regulations without the prior written consent of Buyer and obtaining all required licenses and approvals. (a) Third Country National employees of Seller (i.e., employees of Seller who are neither U.S. nationals nor nationals of the Seller’s country) and Dual National employees (i.e. employees of seller who are nationals of the seller’s country and a “Third Country”) are NOT authorized to receive or to have access to U.S. export-controlled equipment and technical data without separate prior written authorization/approval by Buyer and by the U.S. Government.(b) Seller shall impose a similar restriction on its lower-tier subcontractors under this Order (when lower-tier subcontractors are eligible and/or approved by Buyer and the U.S. Government to receive U.S. technical data). (3) Subcontracts. The substance of this paragraph shall be incorporated into any subcontract entered into by the Seller for the performance of any part of the work under this Order.(4) Seller will notify Buyer’s Representative if any deliverable under this Contract is subject to the export control laws or regulations of Seller’s country.(5) If the work you perform for Buyer requires or will require access to Buyer’s proprietary data, militarily critical technology and/or export-controlled technical data, you are required to have in place a formal, written Access Control Plan/Technology Control Plan (ACP/TCP) suitable to your organization. An ACP/TCP is a Seller’s written documented plan developed to prevent the unauthorized export or disclosure of technical data, regardless of whether in the U.S. or abroad, to unauthorized U.S. citizens, and to any foreign concern, foreign interest, foreign national, or their representatives (U.S. citizens or otherwise), including those who are your own agents or employees. This document will be provided to Buyer’s Representative upon written request.6094095-52705000(6) Seller agrees that, upon request by Buyer, it will provide the name, address and contact information of the person or persons responsible for the Seller’s export compliance program governing the work under this Order in writing to the Buyer.(7) Seller agrees that, upon written request by the Buyer: (a) Seller will provide the source and manufacturer of commodities or items to be delivered or otherwise provided in performance of this subcontract. This information may be required to facilitate Export licensing. (b) Seller will provide a written “Certification of Subcontractor Eligibility to Export” to the Buyer. This will include:(1) a statement that Seller screened the subcontractor and verified it is not debarred, suspended, proposed for debarment, or is otherwise ineligible to receive a U.S. Government contract or subcontract or ineligible for export privileges.(2) a statement that Seller verified the source and/or manufacturer’s U.S. State Department registration as a manufacturer or exporter of “defense articles”, if applicable.Seller will notify Buyer in writing in a timely manner if it considers that it will not be able to comply with Buyer’s request and provide reasons for its assertion in writing.(8) Where seller is a signatory under an Electric Boat Corporation export license or export agreement (e.g., TAA, MLA), Seller shall: (a) provide prompt notification to Buyer in the event of changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the U.S. Export Control laws, and the initiation or existence of a U.S. Government investigation, that could affect seller’s performance under this Contract. (b) comply with all provisions and requirements of any such export license or agreement (e.g. TAA, MLA). (c) Foreign Corrupt Practices Act Prohibitions (FCPA). (Applicable to both U.S. and non-U.S. persons and U.S. and non-U.S. business concerns.) By accepting this Order or by commencing work of any kind with respect to this Order, the Seller certifies and represents that: (1)it has not taken, and warrants that it will not take, any action(s) with respect to work hereunder that would cause it, the Buyer, and/or any other party to be in non-compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. 78dd-1, et seq.) (“FCPA”); and(2)it has not made or solicited and will not make or solicit any offer, payment, promise to pay, or authorization to pay any money, gift, or anything of value to any governmental official or any political party, party official, or candidate, either directly or through an intermediary, corruptly for the purpose of influencing any official act, omission, or exercise of influence by the recipient, to assist Buyer or Seller in obtaining or retaining business. The anti bribery provisions of the U.S. FCPA make it unlawful for a U.S. person, and certain foreign (i.e., non-U.S.) issuers of securities, to make a corrupt payment to a foreign official for the purpose of obtaining or retaining business for or with, or directing business to, any person. Since 1998, the anti-bribery provisions of the FCPA also apply to foreign firms and persons who cause, directly or through agents, an act in furtherance of such a corrupt payment to take place within the territory of the United States. In part, specifically, the anti-bribery provisions of the FCPA prohibit the willful use of the mails or any means of instrumentality of interstate commerce corruptly in furtherance of any offer, payment, promise to pay, or authorization of the payment of money or anything of value to any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to a foreign official to influence the foreign official in his or her official capacity, induce the foreign official to do or to omit to do an act in violation of his or her lawful duty, or to secure any improper advantage in order to assist in obtaining or retaining business for or with, or directing business to, any person. (Source: U.S. Dept. of Justice website )Severe penalties may result from failure to comply.Seller shall ensure that the substance of this clause is included in all lower-tier subcontracts at any tier.(d) Seller expressly warrants that all items furnished hereunder were produced in full compliance with the Occupational Safety and Health Act of 1970, as amended, as well as all standards, rules, regulations and orders issued pursuant thereto, and all other federal and state occupational safety and health statutes, the provisions of which are substantially the same as those found in the Occupational Safety and Health Act of 1970, or administered by any state pursuant to that Act. Seller shall furnish Buyer a Material Safety Data Sheet with each shipment or delivery to Buyer of a hazardous chemical or material that complies with the hazard communication regulations of the Occupational Safety and Health Administration of the United States Department of Labor and all applicable state and local hazard communication, right-to-know and similar laws, rules, and regulations. (e) If requested, Seller shall furnish Buyer certificates of compliance with all applicable laws, orders, and regulations of the federal or any state or municipal government or agency thereof, which apply to this Order. Seller will also furnish certificates, data, and any other documentation if requested by Buyer, verifying that Seller is in complete compliance with any written specifications for items procured hereby. Such documentation shall include the results of any tests conducted on the items. (f) Seller must comply with the provisions of Executive Order 11246 pertaining to nondiscrimination in employment. Under Section 203, Paragraphs A and B, of the Executive Order, Seller shall file compliance reports with the appropriate federal agency. Seller also is bound by Section 503 of the Rehabilitation Act of 1973 relating to employment of the handicapped, and the rules, regulations and relevant orders of the Secretary of Labor issued pursuant to the Act. Seller shall also comply with the Vietnam Era Veterans Readjustment Act of 1974, as amended, and will take all required affirmative action on behalf of disabled Veterans.(g) To the extent not exempt, this contractor and subcontractor shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status, or disability.?In addition, this contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. To the extent not exempt, this contractor and subcontractor shall also abide by the requirements of 29 CFR Part 471, Appendix?A.8. Work in the United StatesUnless advance Buyer written approval has been obtained, Seller shall perform all work in the United States and shall have all items to be delivered to Buyer manufactured in the United States. Components and subcomponents of such deliverables shall also be manufactured in the United States only, unless the components or subcomponents are (1) commercially available off-the-shelf (COTS) items as defined in FAR 2.101, and (2) are not restricted under U.S. Export Laws and Regulations, and (3) are not designed or modified for the Buyer or the Government of the United States. For purposes of this clause, “work” and “manufacture” are defined as: the process of converting or assembling raw materials, components, or parts into finished or partially finished goods that meet Seller’s or Buyer’s stated specifications or requirements. Seller may submit to the Buyer a written request for Buyer approval to perform work outside the United States or to supply items manufactured outside the United States. The request must name all countries where work would be performed or items manufactured. If granted, each approval shall be limited to a specific original purchase order or purchase order supplement and shall not constitute an approval for other purchase orders or purchase order supplements.Seller shall exclude from its sources of supply any items manufactured in International Traffic in Arms Regulations (ITAR) 126.1 proscribed or embargoed countries, including but not limited to Belarus, Burma, China (PR), Cuba, Eritrea, Iran, North Korea, the Republic of the Sudan, Syria, and Venezuela. A current list of proscribed countries is available on the U.S. State Department Directorate of Defense Trade Controls website: requirements of this clause are in addition to any other requirements in the terms and conditions of this order for Buyer approval to transmit technical data or equipment outside the United States.9. Conflict Minerals, Prohibition and CertificationDefinitions:“Adjoining Countries” - The term Adjoining Country means a country that shares an internationally recognized border with the Democratic Republic of the Congo.“Conflict Minerals” – The term Conflict Mineral means (i) Columbite-tantalite (coltan), cassiterite, gold, wolframite, or their derivatives, which are limited to tantalum, tin, and tungsten, unless the Secretary of State determines that additional derivatives are financing conflict in the Democratic Republic of the Congo or an adjoining country; or (ii) Any other mineral or its derivatives determined by the Secretary of State to be financing conflict in the Democratic Republic of the Congo or an adjoining country.“DRC” – Means the Democratic Republic of the Congo.“DRC Conflict Free” - The term DRC Conflict Free means that a product does not contain conflict minerals necessary to the functionality or production of that product that directly or indirectly finance or benefit armed groups, as defined in paragraph (d)(2) of Securities and Exchange Commission’s final rule on Conflict Minerals, 17 CFR Parts 240 and 249(b), promulgated pursuant to Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protections Act. (the “Rule”), in the Democratic Republic of the Congo or an adjoining country. Conflict minerals that a registrant obtains from recycled or scrap sources, as defined in paragraph (d)(6) of the “Rule”, are considered DRC conflict free.“Nationally or internationally recognized due diligence framework” - The term nationally or internationally recognized due diligence framework means a nationally or internationally recognized due diligence framework established following due-process procedures, including the broad distribution of the framework for public comment, and is consistent with the criteria standards in the Government Auditing Standards established by the Comptroller General of the United States. (a) Supplier certifies that, regardless of whether Supplier is publicly traded or not, Supplier does not procure Conflict Minerals from Covered Countries, as those terms are defined by and consistent with the “Rule.”(b) Supplier certifies and warrants that all products that will be delivered to Buyer by Supplier under this Order are DRC Conflict Free, as defined by and consistent with the Rule.(c) Supplier agrees that, if required by the Rule, it has made, and will continue to make, good faith inquiries reasonably designed to determine whether any Conflict Mineral that is included in any product delivered to Buyer pursuant to this Order originated in the DRC or an Adjoining Country, or is from Recycled or Scrap Sources, as defined in the Rule. Supplier further agrees that, if required by the Rule, it has performed, and will continue to perform, due diligence on the source and chain of custody of any Conflict Mineral that is included in any product delivered to Electric Boat pursuant to this Order, and that such due diligence conforms to a nationally or internationally recognized due diligence framework, if such framework is available for the Conflict Mineral. Supplier agrees that all inquiries and diligence performed shall be consistent with the requirements of the Rule.(d) Supplier agrees that it shall require its own subcontractors and suppliers (at any tier in the supply chain for a product delivered to Buyer under this Order) to furnish information to Supplier necessary to support Supplier’s obligations under this clause.(e) Supplier will maintain records reviewable by Buyer to support its certifications above.(f) Supplier acknowledges that Buyer may utilize and disclose Conflict Minerals information provided by Supplier in order to satisfy its disclosure obligations under the Rule.(g) If Buyer determines that any certification made by Supplier under this clause is inaccurate or incomplete in any respect, then Buyer may terminate this Order pursuant to the provision of this Order titled [“Termination for Default”]10. Counterfeit Parts/Counterfeit Work Prohibition.(a)DFARS 252.246-7007, Counterfeit Electronic Part Detection and Avoidance System (May 2014) modified as follows: (Applies to this purchase order and to all lower-tier awards under this purchase order at any level and of any value.)In paragraph (c)(2), 3rd sentence, change "Government" to "BUYER and the Government" and in the last sentence change "Contractor" to "BUYER and the SELLER"; andIn paragraph (c)(6), 2nd sentence, change "Contracting Officer" to "BUYER, the BUYER's Contracting Officer via BUYER," and change "purchased by a Contractor" to "purchased by the BUYER or a subcontractor (e.g., SELLER, lower-tier subcontractor, etc.)"; andIn paragraph (c)(8), 2nd sentence, change "Contractor" to "SELLER"; andIn paragraph (e), change the sentence to read, "Flow Down: The SELLER shall include the substance of this clause, including paragraphs (a) through (e), in lower-tier subcontracts, including lower-tier subcontracts for commercial items, for electronic parts or assemblies containing electronic parts."(b)Additional Requirements to DFARS 252.246-7007, Counterfeit Electronic Part Detection and Avoidance System (May 2014)For purposes of this clause, Work consists of those parts delivered under this Contract that are the lowest level of separately identifiable items (e.g., articles, components, goods, and assemblies).SELLER agrees and shall ensure that Counterfeit Electronic Parts and/or Suspect Counterfeit Electronic Parts (defined in DFARS 252.246-7007) are strictly prohibited and will not be tendered for acceptance, shipped-in-place, delivered to, or be incorporated into deliverables to Electric Boat or its designee under this Purchase Order. COUNTERFEIT ELECTRONIC PARTS AND SUSPECT COUNTERFEIT ELECTRONIC PARTS ARE NONCONFORMING TO PURCHASE ORDER REQUIREMENTS AND ARE UNACCEPTABLE REGARDLESS OF THEIR OTHERWISE ACCEPTABLE CONDITION, QUALITY, PERFORMANCE, FUNCTIONALITY, AND/OR SUITABILITY FOR PURPOSE. The term Suspect Counterfeit Electronic Parts also includes electronic parts that the U.S. Government designates as suspect including, without limitation, electronic parts listed in Governmental alerts such as those under the Government Industry Data Exchange Program (GIDEP).SELLER shall only purchase products to be delivered or to be incorporated into deliverables to BUYER directly from the Original Component Manufacturer (OCM)/Original Equipment Manufacturer (OEM), or through an OCM/OEM authorized distributor chain. Work shall not be acquired from independent distributors or brokers unless approved in advance in writing by BUYER. SELLER shall maintain and make available to BUYER and/or the Government documentation that authenticates traceability of the affected electronic parts throughout the supply chain to the applicable OEM/OCM, which SELLER shall provide to BUYER upon request. Documentation shall be maintained for a minimum of ten years after the later of final delivery of all items on the purchase order or final payment of all items on the purchase order.SELLER shall notify BUYER in writing immediately, but in no event later than 10 days, if SELLER becomes aware or suspects that it has delivered Counterfeit Electronic Parts or Suspect Counterfeit Electronic Parts.BUYER reserves the right to quarantine/impound any and all Counterfeit Electronic Parts or Suspect Counterfeit Electronic Parts it receives, and to notify the BUYER’s Customer, GIDEP, and other relevant Government agencies. BUYER has the right to turn over the impounded Counterfeit Electronic Parts and Suspect Counterfeit Electronic Parts to the appropriate authorities and to withhold payment for the parts pending the results of the investigation. Impounded electronic parts may not be returned to the SELLER or SELLER’s source.In the event that Work delivered under this Contract constitutes or includes Counterfeit Electronic Parts and/or Suspect Counterfeit Electronic Parts, SELLER shall, at its sole expense, promptly replace such Counterfeit Electronic Parts and Suspect Counterfeit Electronic Parts with genuine Electronic Parts conforming to the requirements of this Purchase Order. Notwithstanding any other provision in this Purchase Order, SELLER shall be liable for all costs relating to the tendering or delivery of the Counterfeit Electronic Parts and Suspect Counterfeit Electronic Parts including, without limitation, those associated with the removal, inspection, testing, investigation, retention, impoundment, and replacement of Counterfeit Electronic Parts and Suspect Counterfeit Electronic Parts, as well as any testing necessitated by the reinstallation of Work after Counterfeit/Suspect Counterfeit Electronic Parts have been exchanged. Also, notwithstanding any other provision in this Purchase Order, the BUYER shall be under no obligation to pay for any such items determined to be counterfeit or unacceptable. All such costs shall be deemed to be direct costs and direct damages. The remedies contained in this clause are in addition to any other remedies BUYER may have at law, equity or under other provisions of this Purchase Order.This clause shall survive the completion, expiration or termination of this order.Flow down Requirement - SELLER shall include paragraphs (a) through (i) and this paragraph (k) of this clause or equivalent provisions in all lower tier subcontracts for the delivery of items that are electronic parts as well as those which require the delivery of components or subcomponents containing electronic parts that will be included in deliverables or otherwise furnished to BUYER or its designee in performance of this order.11. Delivery (a) Buyer's schedules are based upon the promise that the goods will be delivered to Buyer and/or the services performed by Seller not later than the dates specified in the relevant Order line item. Time is therefore of the essence in this Order. Delivery and/or performance must be in strict compliance with the schedule contained in this Order. Seller shall make delivery at such times and places and of such items and quantities as may from time to time be specified by Buyer. The delivery date specified in the Order for each item is defined as the date of arrival at the receiving area of the final delivery location specified, and not as delivery to the F.O.B. point specified in the Order. If Seller fails to meet its scheduled delivery dates, and if Buyer thereafter demands expedited shipments, Seller will pay the differential between the method of shipping originally specified and the actual expedited rate incurred. Seller shall be responsible for any additional charges resulting from deviation from Buyer's routing instructions. If Seller fails to make delivery promptly and regularly, as required, Buyer may, in addition to other remedies available at law, terminate this order for Seller’s default. Early delivery (“Best Effort”) prior to the delivery date specified in the Order is acceptable only if authorized in writing by the Buyer.(b) Delivery - Preservation, Packing, and Packaging. Seller’s normal commercial preservation, packaging, and packing shall be sufficient if it: (1) ensures acceptance by common carrier at the lowest rate, and (2) affords protection during shipment. Except, however:the use of masonite as a protective, sealing or packaging material is expressly prohibited, andthe use of plywood, cardboard, or other similar materials that will splinter, flake or crumble is prohibited as protective covering for openings on fittings, valves and components. CRES or aluminum sheet, .050 thickness or greater, or suitable plastic, is the only acceptable material for capping, sealing or protective openings and machined surfaces unless otherwise approved by the Buyer, andthe use of styrofoam packing is prohibited, andthe use of yellow plastic wrapping material, unless specifically called for by this Order, is prohibited.Contact Buyer for special packaging and transportation instructions for sheet, pipe and tube shipped to Buyer’s Quonset Point, RI facility.(c) Delivery - Hazardous and Toxic Material Control. (1) Toxic substances or hazardous materials as specified by Occupational Safety and Health Act (OSHA) 29 CFR 1910.1001 – 1910.1052 are PROHIBITED from being delivered or brought on to Buyer-owned or -controlled premises unless:(a) the Order specifically permits the delivery of such materials listed as toxic substances or hazardous materials; or(b) The Buyer’s Industrial Hygiene Department and Environmental Resources Management Department, communicating via Buyer’s Materials Management Department, grant prior written approval.(2) Seller agrees to comply with all applicable requirements of OSHA and the Toxic Substance Control Acts. Seller agrees to submit complete and accurate Material Safety Data Sheets (MSDS) in advance of shipments and to comply with mandated labeling information requirements.(3) Radioactive Material – Material or items furnished by or on behalf of Seller in performance of this Order must be free of known radioactive material unless Buyer grants prior written approval.(4) Mercury Exclusion – Mercury or mercury-containing compounds shall not be intentionally added to or come into contact with hardware or supplies furnished under this Order. Hardware or items containing mercury are prohibited from being delivered or brought onto Buyer-owned or -controlled premises unless (a) the Order expressly permits the delivery of such materials or (b) prior written approval is granted by Buyer.12. Importer of Record; Anti-Dumping Warranty (This clause applies if this Purchase Order involves in any manner an import into the customs territory of the United States.)(a) Importer of Record - All imports for which BUYER has identified that it will be the importer of record must be coordinated with the BUYER and with BUYER’s Customs Broker prior to shipment. Failure to comply may result in the shipment being rejected or refused and returned to SELLER at SELLER’s expense. i. SELLER is required to provide a Pro forma invoice to BUYER. ii. BUYER approval of the Pro forma invoice is required prior to shipment.(b) Anti-Dumping Warranty - If elsewhere in this purchase order, EB is indicated as the “importer of record”, SELLER agrees and warrants that all sales hereunder are or will be made at not less than fair value under the United States Anti-Dumping Laws (19 U.S.C. 1673 et seq.).13. Disputes. Pending resolution of any dispute hereunder, Seller shall proceed diligently with the performance of work, including the delivery of goods in accordance with Buyer's direction. Upon resolution of the dispute, this order shall be equitably adjusted, if necessary, to reflect such resolution. In the event that the dispute is not resolved, the Parties reserve all remedies available at law or in equity. Jurisdiction and venue for any legal actions are limited to the state or federal courts serving New London County, Connecticut.14. Indemnification Seller shall indemnify, hold harmless, and at Buyer’s request, defend Buyer, its officers, directors, customers, agents, and employees against all, claims, causes of action, liabilities, damages, losses, and expenses, ) arising from any act or omission of Seller, its officers, employees, agents, suppliers, or subcontractors at any tier, in the performance of any of its obligations under this Purchase OrderSeller agrees to pay or reimburse all costs that may be incurred by Buyer in enforcing this indemnity, including attorney’s fees, court costs, settlement costs, , or any amount withheld from Buyer's higher-tier Government contractSeller shall not settle any suit or claim which arises under this clause without Buyer’s prior written approval.15. Inspection/Acceptance of Goods. Buyer has the right to inspect goods supplied hereunder at any reasonable time during their manufacture or fabrication at Seller's facilities or elsewhere. However, if the goods to be supplied are commercial, off-the-shelf (COTS), Buyer only has the right to perform a final inspection prior to shipping. This exception does not apply if the COTS goods (including components, parts, accessories, attachments, and associated equipment) must be specifically modified for Buyer. Such inspection includes raw materials, components, work-in- process, and completed products as well as drawings, specifications and related data. Final inspection and acceptance shall be at the delivery point designated by Buyer. If any inspection or test is made by Buyer at Seller's facility or elsewhere, Seller shall provide reasonable facilities and assistance for the inspection personnel. Buyer may reject all goods supplied that are defective or nonconforming. Such rejected goods may be returned to Seller at its expense. Upon Buyer's request, Seller shall repair or replace defective goods at its expense. Failure to inspect goods, failure to discover defects in goods, or payment for goods, of themselves, shall not constitute acceptance or thereby limit any of Buyer's rights, including those under the warranty provisions of this order. At Buyer's request, Seller must maintain an inspection system acceptable to Buyer covering the goods furnished hereunder.16. Inspection of Services. (a)”Services”, as used in this clause, includes services performed, workmanship, and material furnished or used in performing the services. (b) If this order requires the performance of services, Buyer has the right to inspect and test all services to be provided hereunder to the extent practicable at all reasonable places and times. Buyer shall perform all inspections and tests in a manner that will not unduly delay the work. If the Buyer performs inspection or test on the premises of Seller or Seller’s lower-tier subcontractor, Seller shall ensure that Buyer is furnished all reasonable facilities and assistance for the safe and convenient performance of these duties.(c) If any of the services are found to be defective or do not conform to Order requirements, Buyer may require Seller to re-perform, or have re-performed, the services at no additional cost to Buyer. When defects or non-conformances in services cannot be corrected by re-performance, Buyer may (1) require the Seller to take all necessary actions to ensure that future performances will conform with Order requirements and (2) equitably reduce the Order total cost or price to reflect the reduced value of the services performed.(d) If Seller fails to promptly re-perform, or have re-performed, the services, or to take the action necessary to ensure future performance in conformity with the Order requirements, Buyer may:by contract or otherwise, perform itself, or have performed, the services and thereafter reduce the Order cost or price by an equitable amount under the circumstances, orterminate the Order for Seller’s default. 17. Liens/Waiver of Lien. Seller warrants that all materials, supplies, goods, and equipment furnished, and all labor and services performed, under this Order shall be free of all liens, claims, charges, and/or encumbrances, legal or equitable, and that Seller has full legal right and title to furnish the same. Seller shall not file, nor shall it permit any third person to file, any lien, claim, or other encumbrances related to this Order in any manner, upon or against the premises or property of Buyer or Buyer’s customers. Seller further agrees that if any such lien, claim, charge, or encumbrance exists, and if it is not immediately discharged, the Buyer may discharge the same (or cause the same to be discharged) at Seller’s expense, including Buyer’s costs and attorney’s fees, that the Buyer may deduct such expenses from any sums paid or due Seller under this Order, and Seller has no right to payment under this Order until the lien has been discharged. Seller also agrees to provide Buyer with written releases or waivers of lien, upon Buyer’s request. 18. Non-Assignability of Duties and Subcontracting. Seller shall not assign by sub-contract or otherwise any portion of its rights or obligations resulting from this Order to any party (excluding a subsidiary or other entity affiliated with the Seller) without the prior written consent of the Buyer. Except for subcontracts relating to commercial-off-the-shelf (COTS) goods, supplies, material, or services (collectively “Goods”), Seller shall not, without the prior express written consent of Buyer, subcontract for completed or substantially completed Goods that exceed in total value 50% of the Order price less the value of the COTS. Any assignment by the Seller contrary to this clause shall not be binding on Buyer and shall be cause for termination of this purchase order for default of the Seller at Buyer’s sole discretion. Termination for default shall not be an exclusive remedy and shall be in addition to any other rights at law or in equity available to the Buyer. Notwithstanding anything to the contrary that may be stated elsewhere, Buyer may assign its rights, including the right of exercise of any option(s), and its obligations under this purchase order or any part of this purchase order to the Government or to any other shipyard or entity designated by the Buyer or the Government at any time. In the event of acceptance of assignment by the Government or other assignee, Seller agrees to look solely to the Government or other assignee for payment. Buyer shall provide Seller with reasonable written notice of such assignment.19. Notices. All notices and other communications required or permitted to be given by one party to the other must be delivered in writing. This will be deemed to have occurred when delivered personally or by courier service, sent by facsimile (telefax) or e-mail (with receipt verified), or when deposited in the U.S. Mail, certified or registered mail, return receipt requested, if postage was prepaid and the envelope or package was addressed to Seller or Buyer as set forth on the face of this Order.20. Notice of Change of Ownership or Legal Structure. If Seller experiences a change in its ownership or legal structure, or becomes aware that such is likely to occur, Seller shall notify Buyer within ten (10) working days. Seller agrees to execute, at no additional charge, an Order name change, assignment, or novation agreement pertaining to such change, if requested by Buyer.21. Notice of Labor Disputes. Whenever an actual or potential labor dispute delays or threatens to delay Seller's timely performance, Seller shall immediately give written notice, including all relevant information, to Buyer. Such notice is informational in character and shall not be construed as a waiver by Buyer of any contractual requirement or any of Buyer’s rights or remedies.22. Order of Precedence. This order and all documents incorporated by reference constitute the entire agreement of the parties as to the subject matter hereof. Any conflicts or inconsistencies between or among the foregoing shall be resolved by giving precedence in the following order: (a) dispositioned and properly authorized Vendor Information Requests; (b) supplements to this Order; (c) the purchase order to which these terms and conditions are attached; (d) these terms and conditions; (e) the specifications; (f) the drawings; and (g) the other documents incorporated by reference. Seller shall immediately bring any conflicts or inconsistencies to the attention of the Buyer in writing.23. Overshipment. Goods may not be supplied in excess of the quantities and shipping tolerances, if any, specified by this Order. Seller will be liable for all handling charges and return shipment costs caused by such excess quantities. Unless Seller accepts responsibility for such costs, the overshipped material may be retained by Buyer at no cost, except that excess quantities of toxic or hazardous material will be returned to Seller at its expense. Those costs associated with such return shall be deducted from Order amounts due Seller.24. Payment and Invoicing. Unless otherwise specified in the Order, Seller shall submit invoices only for conforming items, material, or goods actually delivered or for conforming services actually performed which are accepted by Buyer. Invoices shall comply with invoicing instructions in the Order. As a minimum, each invoice shall include a unique identifying number; date; the Order number; Order item number; item description; part number (if applicable); and any applicable U.S. sales tax to be collected. Buyer may return unacceptable invoices to Seller for correction and re-submittal without loss of discount privileges. Seller may not invoice until the Order delivery date for items delivered before the Order delivery date unless the Buyer authorizes early delivery.Unless specifically agreed in writing in the Order, advance payments will not be made.Buyer will make payments in accordance with the terms of the Order for charges specified in the Order upon receipt from Seller of invoice(s) which have been properly prepared and submitted in accordance with the terms of this Order.Discounts are those specified in the Order. If Seller fails to do so, Buyer may make any invoice adjustments for discounts to which it is entitled before payment. The discount period for payment commences upon the latest of: (1) receipt of an acceptable invoice; (2) actual receipt of the items being delivered or satisfactory performance of the services; or (3) the delivery date specified in the Order (unless early delivery (best effort) has been authorized by the Buyer.Buyer may require Seller to submit a corrected invoice or may make any adjustments to invoices due to shortages, rejection, or other failure of Seller to comply with the Order requirements before payment.Payment for goods delivered or services performed shall not constitute acceptance of such goods or services.Invoices must be accompanied by transportation receipt(s), if transportation is payable as a separate item.Set Off – Buyer reserves the right to set off and/or backcharge against Seller’s invoices any amount that the Seller owes to the Buyer under the Order or any other transaction between the Buyer and Seller. 25. Prices/Taxes/F.O.B. Point. Unless otherwise specified, prices are F.O.B. destination and shall include all packing, packaging, drayage, shipping, and storage. Seller shall pay all foreign and domestic taxes, assessments and duties that are assessed, imposed, or hereafter are charged against Seller, prior to delivery or performance of the service, for the materials, supplies, equipment, and/or services being provided to Buyer by or on behalf of Seller in performance of this Order. The Order price shall include all such amounts for which Seller seeks payment or reimbursement. Buyer shall be liable as an additional charge for any applicable U.S. State sales or use tax where the legal incidence is imposed upon Buyer. Unless otherwise agreed, when required by law, Seller must collect the applicable sales tax from Buyer and remit it on Buyer’s behalf to the appropriate authority. Seller shall reflect the tax to so collected and remitted on its invoice to Buyer. The Order line items identify those determined by Buyer as exempt from sales tax.Proprietary Information and Intellectual PropertyBuyer’s Information: Except to the extent that information is clearly in the public domain, all information provided by Buyer to Seller during the performance of this Purchase Order and all improvements, modifications and derivations thereto shall be deemed to be the proprietary information of Buyer. Seller agrees: to hold Buyer's proprietary information in confidence and to protect it from release to third parties;to disclose Buyer's proprietary information only to Seller's employees who have a need-to-know and only after they have been made aware of the proprietary nature of the information; and to use such proprietary information solely for the purposes of performing this Purchase Order. The restriction on release to third parties contained in this paragraph will not apply to release by the Seller to subcontractors that Seller uses in performing this Purchase Order provided the Seller includes in such subcontracts a provision substantially the same as this paragraph.Seller’s Information: Seller shall not provide or disclose any equipment, information, technical data, computer software or computer software documentation (“Information”) to Buyer or its representatives that Seller considers to be proprietary, business sensitive, confidential, or to have limited or restricted rights. No information (including knowledge or information about Seller’s products, methods, or manufacturing processes which Seller may disclose to Buyer incident to the performance of the work under this order) furnished to Buyer (whether documentary, oral, visual or otherwise) shall be considered confidential or proprietary, require any particular handling or precaution or have any restriction on Buyer's right to use, modify, reproduce, perform, display, release, or disclose such information in whole or in part, in any manner, and for any purpose whatsoever, and to have or authorize others to do so, unless: (i) specified for delivery under this Purchase Order or otherwise agreed to in a subsequent writing, and (ii)properly marked in accordance with the DFARS clauses invoked herein.Accordingly, such Information shall be deemed to be acquired free from any restrictions and shall be deemed to have been disclosed as part of the consideration for this Purchase Order and Seller agrees not to assert any claim) against Buyer by reason of Buyer’s use or alleged use thereof. It is Seller’s responsibility to control its employees inadvertent disclosure to Buyer of Information not intended to be disclosed.Further, Seller shall not incorporate any patented, proprietary, business sensitive, or limited rights Information, technical data, process, hardware, or software into any item proposed to be designed, modified, manufactured, produced, or delivered under this Purchase Order without notifying Buyer in advance and receiving Buyer’s prior written concurrence. Rights in Data and Inventions- In addition to the Government’s rights in data and inventions, Seller agrees that the Buyer in performance of its prime contract and higher-tier contract obligation(s), shall have an unlimited, irrevocable, world-wide, paid-up, royalty-free right to make, have made, sell, offer for sale, use, execute, reproduce, display, perform, distribute (internally or externally) copies of, and prepare derivative, and authorize others to do any, some, or all of the foregoing, any and all, inventions, discoveries, improvements, mask works and patents as well as any and all data, copyrights, reports, and works or authorship, conceived, developed, generated or delivered in performance of this Order.Ownership -All reports, memoranda or other materials in written form, including machine readable form, prepared by Seller pursuant to this Purchase Order and furnished to Buyer by, or on behalf of, Seller hereunder shall become the sole property of the Buyer.Access To Proprietary Data or Computer SoftwarePerformance under this Purchase Order may require that the Seller have access to technical data, computer software, or other sensitive data of another party who asserts that such data or software is proprietary. If access to such data or software is required or to be provided, the Seller shall enter into a written agreement with such party prior to gaining access to such data or software. The agreement shall address, at a minimum: access to, and use of, the proprietary data or software exclusively for the purposes of performance of the Work required by this Purchase Order; andsafeguards to protect such data or software from unauthorized use or disclosure for so long as the data or software remains proprietary. In addition, the agreement shall allow Buyer and Government or their employees the same access to such data or software, as provided to Seller. A copy of the executed agreement shall be provided to the Buyer. The Buyer may unilaterally modify the Purchase Order to list those third parties with which the Seller has agreement(s).The Seller agrees to:indoctrinate its personnel who will have access to the data or software as to the restrictions under which access is granted;not disclose the data or software to another party or other Seller personnel except as authorized by the Buyer;not engage in any other action, venture, or employment wherein this information will be used, other than under this Purchase Order, in any manner inconsistent with the spirit and intent of this requirement;not disclose the data or software to any other party, including, but not limited to, joint venturer, affiliate, successor, or assign of the Seller; andreproduce the restrictive stamp, marking, or legend on each use of the data or software whether in whole or in part.The restrictions on use and disclosure of the data and software described above also apply to such information received from the Buyer through any means to which the Seller has access in the performance of this Purchase Order that contains proprietary or other restrictive markings.The Seller agrees that it will promptly notify the Buyer of any attempt by an individual, company, or Buyer representative not directly involved in the effort to be performed under this Purchase Order to gain access to such proprietary information. Such notification shall include the name and organization of the individual, company, or Buyer representative seeking access to such information.The Seller shall include this requirement in subcontracts of any tier which involve access to information covered by paragraph (a).Safeguarding of Proprietary DataIn the course of performing this subcontract the Seller may require access to and receive from any source, including the Buyer and/or the Government, technical data originated by another business concern which is:Technical Data in which the Buyer and/or the Government has limited rights;Technical Data, the use and disclosure of which may be properly restricted by the originator, such as technical data in a solicited or unsolicited proposal, whether submitted by the originator to the Seller or submitted to the Buyer and/or the Government and these latter arrange to provide it to the Seller; orTechnical Data which is received in confidence or privileged, such as trade secrets or other proprietary data, and in each of the foregoing cases the data is designated as restricted by an appropriate stamp, marking, or legend.The Seller will enter into agreements with the originators of such technical data not to use, duplicate, or disclose such data for any purpose other than in the performance of this contract and containing other appropriate provisions, such as provisions for safeguarding such data and the period for which the restriction will last. A copy of each such agreement shall be furnished to the Buyer and the Seller shall make such arrangements as may be necessary to permit the Buyer to furnish it to the Government. Unless otherwise provided in such an agreement, the Seller, for as long as such data remains restricted or proprietary in fact: shall safeguard such data to the same extent as the Seller safeguards his own proprietary data;shall disclose such data only to personnel of the Buyer and Government personnel;shall reproduce the restrictive stamp, marking, or legend on each reproduction of the data; and shall utilize such data only in connection with the performance of this contract and shall not utilize such data in any product unless the Seller can establish that similar or identical data was or became public knowledge or was available from another source. The Seller shall not knowingly incorporate into the contract design specification wording or drawings which would disclose such data or impose a requirement that can be met only by use of such data unless the Seller or the Buyer and/or the Government obtains the written consent of the originator to disclose such data for such purposes.Except for technical data described in subparagraph (a)(ii) of this clause, in the event that any subcontractor of any tier under this contract, whether directed or otherwise, any Corporation or affiliate of the Seller other than the Buyer, or any other business concern furnishing or making available technical data under or in connection with the performance of this contract, asserts that it is entitled to furnish such data with less than Government Property Rights or that is otherwise proprietary, the Seller shall promptly notify the Buyer thereof (and the Seller shall make such arrangements as may be necessary to permit the Buyer to furnish notification to the Government) together with the factual basis for each assertion.The term “technical data” used here has the meaning set forth in paragraph (a) of the clause hereof entitled “rights in Technical Data – Noncommercial Items (DFARS 252.227-7013).”29. Relationship of the Parties. The relationship of the Parties is that of independent contractors. (a) Nothing in this Order shall be construed to create a partnership, joint venture, teaming arrangement or agreement, consortium, or agency relationship between the Parties; (b) neither Party, nor their officers, directors, members, and employees shall be deemed to be an agent, employee, or representative of the other; (c) neither Party shall have the express or implied right or authority to assume or to create an obligation on behalf of, or in the name of, the other Party through its acts, omissions, or representations. 30. Release of Information/Confidentiality. (Unless this clause is modified or superseded in whole or in part in writing, this clause applies, and those provisions of this clause which are not modified remain applicable.)(a) Non-Disclosure of Information: Seller may not, without Buyer’s written consent, disclose outside the Seller’s organization the existence of this Order, the items developed for or to be delivered thereunder, or other information of any kind relating to this Order. The sole exception to this prohibition is disclosures to subcontractors necessary for their performance of work under this Order, but they shall have the same obligation to limit further disclosure. Information that is contained in reports, drawings, specifications, other engineering and manufacturing information, documents, or other records that are furnished by or on the behalf of Buyer to Seller relative to this Order, if not in the public domain, shall not be disclosed to others, except subcontractors, and, then, only when subject to the above restrictions. Notwithstanding the above, Seller must still comply with all applicable laws, regulations, Executive Orders, and directives pertaining to export controls. No such information may be duplicated except to the extent necessary for the performance of the Order. Buyer’s written consent to disclose does not constitute a “Public Release Approval” exempting Seller from U.S. export licensing requirements. Seller must also obtain all required licenses, agreements, or other Government approvals prior to any export or disclosure to unauthorized persons or entities or prior to any public release. (b) Information Release; or Public Announcement; Buyer’s Trade Name:Seller shall not release any information, make any public announcement, or confirm or deny same, regarding any aspect of the Order without prior coordination with and the express written approval of the Buyer. This includes, but is not limited to, advertisements, brochures, and websites. In addition, unless specifically authorized by Buyer in writing, Buyer’s name, trade name, or the name or trade name of Buyer’s parent company, subsidiaries, or affiliates, shall not be disclosed or used in Seller’s advertising or for any other purpose.EU Personal Information Privacy NoticeTo the extent that Seller or persons acting on its behalf provide Buyer with personal data (as defined in Article 4(1) of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), OJ 2016 L 119/1) of any EU residents, Seller shall ensure that all such EU residents are provided with a copy of Buyer’s “EU Personal Information Privacy Notice.” This privacy notice is located at: . Rights - Data. (a) Commercial Items: If this order is for the acquisition of commercial items, the following applies. Definitions:“Commercial item” does not include commercial computer software.“Form, fit, and function data” means technical data that describe the overall physical, functional, and performance characteristics (along with the qualification requirements, if applicable) of an item, component, or process to the extent necessary to permit identification of physically and functionally interchangeable items.“Item” includes components or processes.“Technical data”, for purposes of this clause, means recorded information, regardless of the form or method of recording, of a scientific or technical nature (including computer software documentation). The term does not include computer software or data incidental to contract administration, such as financial and/or management information.License:The Buyer shall have the unrestricted right to use, modify, reproduce, release, perform, display, or disclose technical data, and to permit others to do so, that –Have been provided to the Buyer or others without restrictions on use, modification, reproduction, release, or further disclosure other than a release or disclosure resulting from the sale, transfer, or other assignment of interest in the technical data to another party or the sale or transfer of some or all of a business entity or its assets to another party;Are form, fit, and function data;Are a correction of or change to technical data furnished to the Seller by the Buyer; Are necessary for operation, maintenance, installation, or training (other than detailed manufacturing or process data); orHave been provided to the Buyer under prior contract or licensing agreements through which the Buyer has acquired the rights to use, modify, reproduce, release, perform, display, or disclose the data without restrictions. Release from liability:Seller shall plainly and conspicuously mark with an appropriate statement or legend all data furnished to Buyer under this Order which are justifiably subject to use, modification, reproduction, release, performance, display, or disclosure restrictions. Seller shall also, upon request, furnish valid justification for asserting such restrictions or Buyer shall not be required to comply with such asserted restrictions.The Seller agrees that the Buyer, and others to whom the Buyer might have released or disclosed technical data that were delivered or otherwise furnished under this Order, shall incur no liability for any release or disclosure of technical data that are not marked so as to indicate that such data are licensed, or that they are “otherwise provided data” which are subject to use, modification, reproduction, release, performance, display, or disclosure restrictions.(b) Other Than Commercial Items:If this Order is for other than delivery of commercial- items which are offered or available for sale to the general public (“Commercial Item”), the design, development, analysis, testing, manufacture, delivery, and/or any other work under this Order shall be considered to be “Work for Hire”. Given that, the Buyer shall have ownership and title to all such work and shall have the unrestricted right to use, modify, reproduce, release, perform, display, or disclose technical data and items pertaining to such work, and to permit others to do so. If the design of such work or completed item incorporates commercial items, the Buyer’s rights, if any, to such commercial items incorporated shall be subject to the Commercial Items provisions next above. If the work involves the use of Seller’s or others’ restricted data or proprietary processes or procedures, unless otherwise agreed in writing, Buyer shall have ownership and unrestricted rights to the work product, but shall not acquire ownership or rights in Seller’s proprietary processes or procedures.Seller shall also, upon request, furnish valid justification for asserting such restrictions. If Seller fails or refuses to do so, Buyer shall not be required to comply with such asserted restrictions.(c) Restrictions/Royalties. Seller must identify those items which will be incorporated into work under this Order that are being provided with less than unlimited/unrestricted rights or those for which royalty payments for use pertain if used. Seller shall obtain Buyer’s written concurrence prior to incorporation of such items to work delivered hereunder.33. Rights - Patents and Inventions. If this Order is for delivery of other than commercial-off-the-shelf (COTS) items which are offered or available for sale to the general public, if the cost or price of this Order includes a separately stated payment for experimental, developmental, or research work performed under or in support of this Order, such work shall be considered to be a “Work for Hire”. In such case, Seller shall disclose and hereby assigns to Buyer title to all patents and inventions conceived or first actually reduced to practice in the performance of work under the Order. Seller shall also provide all deliverable items including technical data and software with unlimited rights. Although Buyer obtains title and rights to the patents and inventions, it does not also obtain title and technical data rights to the design and manufacture of components or piece parts which are themselves commercial-off-the-shelf (COTS) items or commercial computer software which has been incorporated into the design or invention unless this Order specifically provides for acquisition of, and payment for, such title and data rights.34. Force MajeureNeither Party shall be deemed to have defaulted or failed to perform their obligations hereunder if that Party’s inability to perform or default was caused by an event or events beyond its reasonable control and without its fault or negligence. The following events, and only the following events, shall constitute force majeure under this Purchase Order: (i) acts of the Government in either its sovereign or contractual capacity, (ii) fire, (iii) flood, (iv) drought, (v) unusually severe weather, (vi) epidemics, (vii) quarantine restrictions, (viii) embargoes, (ix) explosions, (x) acts of God or a public enemy, (xi) strikes, (xii) labor disputes, (xiii) vandalism, and (xix) civil riots. The affected Party shall immediately notify the other Party in writing of any event the affected Party claims is a Force Majeure condition that would prevent the party from performing its obligations hereunder, and of the cessation of the condition.35. Termination for ConvenienceBuyer may, with written notice to the Seller, terminate this Purchase Order, in whole or in part, at any time, and such termination shall not constitute default. In such event, Buyer shall have all rights and obligations accruing to, including Buyer’s rights to title and possession of the supplies and material paid for. Buyer may take immediate possession of all work performed upon notice of termination.Seller, upon notice of termination, shall immediately stop work and limit costs incurred on the terminated work. Seller shall diligently continue with all work not terminated.Buyer, after deducting any amount(s) previously paid, shall reimburse Seller for the actual, reasonable, substantiated, and allowable costs with the total amount to be paid by the Buyer being determined by negotiation. Seller shall not be paid for any work performed or costs incurred which reasonably could have been avoided. In no event shall Buyer be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within ninety (90) days from the effective date of the termination.36. Termination for Default Buyer may, with written notice to the Seller, terminate this Purchase Order, in whole or in part, if Seller fails to: (i) comply with any requirements specified in this Purchase Order, (ii) deliver the supplies or to perform the services within the time specified (ii) make progress, so as to endanger performance of this Purchase; or (iii) becomes insolvent or suffers a material adverse change in financial condition.Seller shall have ten (10) days (or such longer period as Buyer may authorize in writing) to cure any such failure after receipt of notice from Buyer. Default involving delivery schedule delays or adverse change in financial condition shall not be subject to the cure provision. If Buyer has terminated this Purchase Order in part, Seller shall continue to diligently perform the work not terminated. Upon termination, Buyer may acquire, under terms and in a manner the Buyer considers appropriate, supplies or services similar to those terminated, and the Seller shall be liable to the Buyer for any excess costs for those supplies or services. Buyer may require the Seller to transfer title and deliver to the Buyer, in the manner and to the extent directed by Buyer, any: supplies and materials, manufacturing materials, and manufacturing drawings that Seller has produced or acquired for the terminated portion of this Purchase Order, including the assignment to Buyer of Seller’s subcontracts. Seller agrees to protect and preserve property in its possession in which either the Buyer or the Government has an interest.Payment for completed supplies and services delivered to and accepted by Buyer shall be at contract price. Payment for manufacturing materials delivered to and accepted by Buyer, and payment for the protection and preservation of property shall be determined by negotiation, shall not exceed the value of the subcontract, and shall not include profit. Buyer may withhold from Seller monies otherwise due to Seller for completed supplies and/or manufacturing materials in such amounts as Buyer determines necessary to protect Buyer and/or the Government against loss due to any outstanding liens or claims against said supplies or manufacturing materials. Seller shall immediately refund to Buyer the total amount that has been paid to Seller, except for deliveries previously received by Buyer in full compliance with all requirements of this Purchase Order. Seller shall also, at no cost to Buyer, immediately return all the materials supplied by Buyer.After termination, if it is determined that the Seller was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as provided in the Termination for Convenience provision hereof. Upon the occurrence and during the continuation of a default, Buyer may exercise any and all rights and remedies available to it under applicable law and equity, including without limitation, cancellation of this Contract.37. Title and Ownership: Buyer-Furnished Information and Property.Unless otherwise specifically agreed to in writing, all information (including documents and electronic data), files, databases, reports or other records, drawings, specifications, and other engineering and manufacturing information (collectively “Information”), except to the extent that such Information is in the public domain; and all tools, equipment, test equipment, test samples, material or other supplies of every kind (including, but not limited to, tooling, special dies and patterns, raw materials, and work-in-process to be completed by Seller) which are furnished to Seller by, or on behalf of, Buyer; developed or maintained for, or on behalf of Buyer; or paid for by Buyer; as well as any replacement thereof shall:(a) be and remain the property of Buyer; (b) be promptly returned to Buyer at any time upon its written request;(c) be used only in performance of the Order or in filling Orders from Buyer;(d) be held at Seller’s liability for risk of loss or damage, normal wear and tear excepted;(e) be clearly identifiable as the property of the Buyer;(f) be kept separate from other drawings, specifications, tools, materials, etc.; and(g) be readily accessible and accountable.Buyer also reserves the right to reimburse Seller for the cost of manufacture or acquisition of part or all special tooling or test equipment bought by Seller for use on the Order. Upon such payment, Buyer shall become the owner thereof, entitled to possession at the completion, termination, or cancellation of the Order; when it is no longer needed for use on the Order; or at such earlier date as the Parties may agree.Additional Buyer Furnished Materials or Supplies: Buyer may from time-to-time furnish Seller with materials or supplies which are required by Seller for the performance of the Order and which were not identified as Buyer-furnished at the time of original agreement on order pricing. In such event, an equitable reduction shall be made to the purchase order price as soon as possible, but, in any event prior to final payment by Buyer. Disposition: Upon request, Seller will supply Buyer with detailed statements of inventory. Upon completion, termination, or cancellation of the Order, if requested, Seller shall return all Information and Buyer’s property to the Buyer. Any such Information and Buyer property retained by Seller shall remain subject to the foregoing restrictions on use, reproduction and disclosure. If the Order was terminated for any reason, Buyer, at its option, may use, on a non-exclusive basis, all drawings, documents, or other records related to the Order created by either Buyer or Seller without further compensation to Seller.THE PROVISIONS OF THIS CLAUSE SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS ORDER.38. Title and Risk of Loss or Damage. Title to the goods and the risk of loss or damage to them shall remain with Seller until the goods have been delivered to the F.O.B. point specified within the Order. When the Buyer has made advance, progress, or milestone payments under this Order, title to those items identified to those payments or reimbursed costs shall vest in Buyer at the time and to the extent that payment is made. Notwithstanding the passage of title, the risk of loss or damage to such items shall remain with Seller until their delivery to the F.O.B. point specified in this Order.Notwithstanding such delivery, in the event that Buyer rightfully rejects the goods or timely revokes acceptance thereof, Seller shall bear the risk of loss or damage to the goods while in possession of Buyer or in transit back to Seller. 39. Waiver. No waiver by Buyer of any breach of the terms of this order or the granting of an extension for performance hereunder shall be deemed to be a waiver of any other or subsequent breach.40. Warranty. Seller warrants that the goods, articles, materials, and supplies (“Goods”) provided pursuant to this Order conform strictly to all specifications, drawings, samples, or other descriptions furnished or adopted by Buyer and to the Order requirements in all respects. Furthermore, they will be fit and sufficient for the purpose intended, and that all Goods are merchantable, of good material and workmanship and free from defect. Such warranties, together with Seller's service warranties and guarantees, if any, shall survive inspection, test, delivery, acceptance, and payment and shall inure to the benefit of Buyer, its successors, assigns, customers at any tier, and ultimate user and joint users. Warranty period – The warranty shall commence upon delivery to the location specified by Buyer and shall continue for a period of 12 months or the period of Seller’s normal commercial warranty, if any, covering the items on this Order, whichever is longer. Except for latent defects, fraud, and gross mistakes tantamount to fraud, notice of any defect or non-conformity must be given by the Buyer to the Seller within the warranty period. Buyer may, at its option, either (a) return the defective or non-conforming Goods for a refund of the purchase price, (b) require prompt repair or correction of the defective or non-conforming Goods, or (c) require that the defective or non-conforming Goods be replaced with the same or substantially similar Goods at Seller's expense. Seller must also reimburse Buyer for its costs incurred in pursuing any of the above remedies. The return to Seller of any defective or nonconforming goods and the re-delivery to Buyer of any corrected of replaced goods shall be at Seller's expense. Goods that were repaired, corrected, or replaced shall be subject to the provisions of this clause and the Inspection clause of this Order in the same manner and to the same extent as goods originally delivered under this Order.41. Warranty of Services. (a) Notwithstanding inspection and acceptance by the Buyer or any provision concerning the conclusiveness thereof, the Seller warrants that all services performed under this Order will be accomplished in a workmanlike and professional manner, be free from defects and conform to the requirements of this Order.(b) Warranty period – The warranty shall commence upon acceptance of the services by Buyer and shall continue for a period of 12 months or the period of Seller’s normal commercial warranty, if any, covering the services on this Order, whichever is longer. (c) Except for latent defects, fraud, and gross mistakes tantamount to fraud, the Buyer shall give Seller written notice of any defect or non-conformance within the warranty period. This notice shall state Buyer’s election, either: (1) that the Seller shall correct (meaning eliminate) any defect or non-conformance or re-perform, or have re-performed, any defective or nonconforming services at no additional cost to Buyer, or (2) that the Buyer does not require correction or re-performance. (d) If the Buyer requires correction or re-performance and the Seller fails to promptly correct or re-perform, or have re-performed, the services, or to take the action necessary to ensure future performance in conformity with the Order requirements, Buyer may:(1) by contract or otherwise, perform, or have performed, the same or substantially similar services; and (2) make an equitable adjustment in the Order price to:(a) reflect the reduced value of the services performed and the reduced value due to the services not being performed or re-performed; and (b) charge the Seller the costs occasioned to the Buyer for correction or re-performance which are in excess of the amount that the Order price is reduced; and (3) terminate the Order. (e) When defects or non-conformances in services cannot be corrected by re-performance, or if Buyer does not otherwise require correction or re-performance, Buyer may (1) require the seller to take necessary action to ensure that future performance conforms to Order requirements, and (2) make an equitable adjustment in the Order price to reflect the reduced value of the services performed and the value of the services not performed.(f) Any services corrected or re-performed by or on behalf of Seller shall be subject to this clause to the same extent as the services initially performed. 42. Insurance (a)Prior to the commencement of work under this agreement, the contractor shall secure and maintain at no expense to Buyer, policy or policies of insurance as detailed below. Evidence of such Insurance shall be delivered to the buyer of record on the Purchase Order at:Attn: (buyer's name)Electric Boat Corporation75 Eastern Point RoadGroton, Connecticut 06340-4989(b)A policy of commercial general liability insurance, written on an insurance industry standard occurrence form, including all the usual coverages known as: premises/operations liability; products/completed operations; personal injury; contractual liability; independent contractors liability; and, fire damage legal liability. Such policy(ies) must provide the following minimum limit:i. Bodily injury and property damage: $2,000,000 each occurrence; andii. Products or completed operations: $2,000,000 each occurrence.iii. Any deductible or self-insured retention must be disclosed and is subject to approval by the Electric Boat Corporation's risk manager. The cost of any claim payments falling within the deductible shall be the responsibility of the contractor. (c) A policy of business automobile liability, including coverage for owned, non-owned, leased or hired vehicles (if used on Electric boat corporation property) written on an insurance industry standard form. Such policy(ies) must provide the following minimum limit: i. Bodily Injury and Property Damage: $1,000,000 each accident.(d)A policy of Workers' Compensation. This policy must meet the statutory obligations imposed by Workers' Compensation law in the state in which the work under this agreement is to be performed. If any work under this agreement involves work to directly support the construction or repairs of any vessels, or involves work on or adjacent to navigable water, the policy must be endorsed to include federal longshore coverage. If the contractor is qualified as a self-insurer in accordance with the state of Connecticut requirements, the contractor shall so certify by letter signed by a corporate officer indicating that it is a qualified self-insured, and setting forth the limits of any policy of excess insurance covering its employees. i.Note: when any work to be done wholly or in part by a contractor or subcontractor which may be a part of the process of EB Corporation's business (same type of task performed by an EB corporation employee) and performed in, on, or about premises under EB Corporation's control, in the State of Connecticut, the contractor or subcontractor will include an endorsement to its Workers' Compensation policy listing Electric Boat Corporation as an alternate for claims where primary liability is determined under the State of Connecticut Workers' Compensation statue section 31-291. (e)A policy of employer's liability insurance: minimum limits of $1,000,000 per occurrence.(f)Policy of professional liability insurance: appropriate to the contractor's operations. Coverage should be for a professional error, act or omission arising out of the scope of services required by this agreement. Such policy(ies) must provide the following limits: $5,000,000 per claim.(g)In the event watercraft is to be used in the performance of this agreement, the commercial general liability policy shall be endorsed or a policy of protection and indemnity shall be provided with the same minimum limits of liability as required under paragraph (1) above. In addition, the contractor shall secure and maintain jones act coverage for masters and crews of the subject watercraft.(h)The contractor shall require its subcontractors to secure and maintain the same forms and minimum limits of insurance required of the contractor in paragraphs (b) through (g) above. All insurance must be evidenced to the risk manager of Electric Boat Corporation prior to the subcontractor coming onto the job site.(i)If any such insurance policy is written on a claims made form, the Retroactive date shall be prior to or coincident with the effective Date of this agreement. The policy shall state that coverage is Claims made, and state the retroactive date. Claims made form coverage shall be maintained by the contractor for a minimum of three years, except for professional liability which shall be for seven years, following the expiration or earlier termination of this agreement. The contractor shall provide Buyer with annual proof of renewals of such coverage. If renewal of the claims made form of Coverage becomes unavailable, or economically prohibitive, the contractor shall purchase an extended reporting period ("tail") or Execute another form of guarantee acceptable to the risk manager of Electric Boat corporation assuring financial responsibility for Liability for services performed.(j)All insurance, as provided under paragraphs (b) (c) (d) (e) and (g) above, shall be endorsed to include the EB, its Officers and employees as additional insured, and shall not be reduced or canceled without thirty (30) days prior written notice to the risk manager at Electric Boat. In addition, the contractor's insurance shall be primary as respects electric boat, and any other insurance maintained by the Electric Boat Corporation shall be excess and not contributing insurance with the contractor's insurance.(k)Insurance provided under paragraph (d) must include a written approval by the insurer to waive its right of subrogation and this approval must be shown on the certificate of insurance that will be provided to Electric Boat Corporation prior to beginning any work on Electric Boat premises.(l)Evidence of Insurance: contractor shall furnish to the buyer of record on the purchase order evidence of such insurance coverages as required above, ten (10) days prior to the start of any work. Notification shall be in the form of a certificate of insurance signed by an Authorized representative of the insurance company. The certificate of insurance must state that the electric boat corporation is named as the certificate holder and an additional insured and the Contractor's insurance will provide primary coverage. The certificate must also show that a waiver of subrogation has been endorsed by the Contractor's workers' compensation insurance policy. Electric boat Corporation must be provided thirty (30) days written notice prior to any change, substitution, or cancellation, prior to the normal expiration date of subject insurance.(m)Self-insurance: should the contractor be self-insured, for any or all Of the above insurance requirements, a letter from the corporate risk manager, or appropriate finance office, is acceptable--stipulating if actuarially funded and fund limits; plus any excess declaration pages to meet the contract requirements. This letter should also advise how the contractor would protect and defend electric boat corporation as an additional insured in its self-insured layer, and include claims handling directions in the event of a claim.(n)Subcontractors: contractor shall include all subcontractors as Insureds under its policies or shall furnish separate certificate of Insurance, as stated above, for each subcontractor. All coverages for subcontractors shall be subject to all the requirements stated herein and applicable to their profession.(o)Questions may be directed to the EB Risk Manager at 860-433-7853.43. Work on Buyer’s Owned or Controlled Premises.(The following provisions apply if Seller or its subcontractors require access to Buyer’s owned or controlled premises and/or work sites.)(a) Compliance - Seller for itself, its officers, directors, employees, members, agents, representatives, subcontractor’s, guests, and invitees (collectively “Others”), agrees to comply with all current statutory, regulatory, military, and Buyer rules and regulations including, but not limited to, those governing environmental, health and protection, insurance, security, safety, plant protection, traffic regulations, and prohibition of alcohol and drugs while on premises owned or controlled by Buyer or other parties’ premises (including vessels) (collectively “Premises”) and to require Others to do so. Seller and Others shall take all necessary precautions and such additional precautions as Buyer may prescribe to prevent the occurrence of any injury to persons or damage to property while on the Premises. Buyer may, without notice or an opportunity to cure and without liability, i. deny the Seller or Others access to, or expel them from, premises/work sites owned or controlled by Buyer for any reason; and/or ii. deny future access to Buyer-owned or -controlled premises for any reason. (b) Security Access Controli. Buyer is a U.S. Government contractor that maintains a secure facility. All persons requiring access to facilities and/or work sites that are owned or controlled by Buyer must: - be U.S. citizens unless prior written Buyer approval has been granted, and- be over 18 years of age unless prior written Buyer approval has been granted, and61093358382000- possess and present photo identification upon request, and - meet any applicable U.S./Canada Joint Certification Program requirements (see below), and- meet any applicable backgrounds records check requirement (as described below), and - upon arrival, report to Buyer’s Visitor Control. ii. U.S. - Canada Joint Certification Program (JCP)The JCP establishes the eligibility of U.S. and Canadian entities to receive military critical technical information (technical data). Due to the nature of Buyer’s business, access to Buyer’s owned or controlled premises for any purpose requires verification of an active JCP number assigned by the Government to the employer of all representatives of U.S. entities organized to do business in the U.S., unless an exception is approved by Buyer Security. The JCP application form and further information are available at . Representatives of foreign entities (entities not organized to do business in the U.S.) must have an approved foreign visit request. Contact the Buyer’s Procurement Representative or visit host for more information. iv. Dual Citizenship – Unless prior written Buyer approval has been requested and received, U.S. citizens who hold “dual citizenship” in another country will not be permitted access to Buyer owned or controlled premises. v. Permanent residents (e.g., “green card” holders) are not U.S. citizens and will not be permitted access to Buyer owned or controlled premises unless prior written Buyer approval has been requested and received.(c) General Dynamics Standards of Business Ethics and Conduct. Seller’s attention is directed to the publication entitled “General Dynamics Standards of Business Ethics and Conduct”. Seller’s personnel who are assigned for work at facilities and/or work sites owned or controlled by Buyer, upon arrival, must be briefed concerning the program and will be required to acknowledge receipt of such a briefing. 610933512763500(d) Refer to the provision herein entitled “Delivery-Hazardous and Toxic Material Control”.5600700-702183000(e) Insurance - Prior to being granted access to Buyer owned or -controlled premises in connection with this Order, Seller shall comply, and shall require any of its subcontractors who require such access to likewise comply, with the requirements to secure and maintain insurance as specified by Buyer in this Order. As a minimum, Seller and its Subcontractors who require access shall maintain such General & Automobile Liability, and Worker’s Compensation and Employer’s Liability insurance as will protect Buyer from any claims under any applicable Worker’s Compensation and Occupational Disease Act. With respect to the work under this Order, Buyer shall be named as an additional insured on the General and Automobile Liability policies of the Seller or its subcontractor.(f) Naval Nuclear Propulsion Information (NNPI)Naval Nuclear Propulsion Information (NNPI) is all information, classified or unclassified, concerning the design, arrangement, development, manufacture, testing, operation, administration, training, maintenance and repair of the propulsion plants of naval nuclear-powered ships and prototypes, including the associated shipboard and shore-based nuclear support facilities.NNPI is militarily critical information or technical data that is subject to disclosure and export control limitations under the ITAR as well as U.S. Department of Defense control requirements. The term “NOFORN” is the designator for unclassified NNPI.NNPI must be protected from unauthorized release. NNPI may only be disclosed to U.S. citizens with a legitimate need to know for performance of this purchase order and who are not otherwise prohibited from receiving NNPI.Disclosure of NNPI to Seller is not contemplated or intended under this order.Seller is not authorized access to any ship in or on Buyer’s or the Government’s owned or controlled premises unless authorized in writing by an approved Buyer Security Plan.Due to the sensitivity of NNPI, Seller is not permitted to accept, view, read or pick up any material or documentation which is marked NOFORN. In the event of inadvertent, accidental or incidental disclosure of NNPI to Seller or its representatives, Seller will immediately notify Seller’s Buyer sponsor or Buyer Security.Seller is to notify all of its representatives and employees who may require access to any Buyer owned or controlled premises, or to any U.S. naval vessel, of these requirements.(g) Subcontracts: Seller shall include paragraphs (a) through (f) and this paragraph (g) of this clause or equivalent provisions in any order awarded by the Seller for the performance of any part of the work under this Order that requires access to Buyer’s owned or controlled premises and/or work sites.62128401092200040. Common Standard for Conducting a Background Records Check of Non-General Dynamics Employees(This clause applies only if any of the conditions of applicability stated in the clause are met.)PolicyGeneral Dynamics’ policy is to make effective use of background checks and related screening procedures to protect its employees, assets, facilities, and computer networks. In order to determine suitability to access Company facilities or computer networks, covered non-employees are subject to background checks and related screening procedures in accordance with General Dynamics Policy.Scope of Policy1.Covered Non-Employees. The term “Covered Non-Employees” refers to all individuals who are not actively employed on the payroll of Electric Boat and includes consultants, temporary employees, visitors, and individuals employed by contractors, subcontractors, labor suppliers, personnel agencies, vendors, or any other third party, but does not include:(a)Any individual who requires access to an Electric Boat facility or network to perform his/her duties as a civilian employee of the U. S. Government or as an officer or enlisted member of the U. S. Military; or(b)Any employee of a contractor or subcontractor on a non-Electric Boat contract with the U. S. Government under which access to a Company facility is required in order for the contractor or subcontractor to perform the contract.Criminal Records Checks1.Applicability. A Federal and State criminal records check satisfying the criteria listed below must be conducted for all covered non-employees before they are allowed to have:(a)Unescorted access to operating areas of Company facilities on a regular basis. (A “Regular Basis” is defined as a period of more than 30 days in any 365-day period.);(b)Access to one or more of the Company’s computer networks; or(c)Access to any other areas or information determined by the Company Security Department to require a criminal records check.(d)Criminal history checks shall be submitted to Electric Boat Security for review and adjudication.2.Report Requirement.A search of Federal and State criminal records (by county if statewide data is unavailable) must be conducted for each address at which the Covered Non-Employee resided or was employed at any time in the past seven (7) years. In order to ensure that all the proper jurisdictions are checked, a preliminary address check should be run (using the social security number or immigration registration number) prior to the criminal records check. If additional or different addresses are found, then criminal records checks should be done for the appropriate states/counties for the relevant time period.3.Exception: Covered Non-Employees are excused from the criminal records check requirements as follows:(a)Security Clearances. A criminal records check is not required for a Covered Non-Employee who holds an active U. S. Government security clearance at or above the Secret level, provided that the affected Electric Boat Business Unit’s Security Department will reexamine the cleared status of such individual at regular intervals.(b)Certification from Trusted Contractor. A criminal records check is not required for a Covered Non-Employee employed by a Trusted Contractor that certifies to Electric Boat in writing that a federal and state criminal background check (by county if a statewide search is unavailable) for all addresses at which the subject individual either resided or worked in the preceding seven (7) years has not revealed any derogatory information about him/her (other than minor traffic offenses). Where derogatory information is found, access will not be permitted unless the responsible Electric Boat Security Department (in conjunction with Human Resources, the Legal Department or other appropriate personnel) favorably adjudicates the subject individual’s access after conducting a review of the report containing the derogatory information (with the subject’s consent and authorization).(c)Bonded Personnel. The Electric Boat Security Director may waive the requirement of a criminal records check where the Covered Non-Employee’s employer has bonded the Non-Employee.Credit History Checks1.Applicability. Reports on consumer credit histories from a national credit bureau are required for Covered Non-Employees who:(a)Have some responsibility for administration of the Company’s computer networks;(b)Have access to non-public data regarding the Company’s financial performance; or(c)Perform a function determined by the Security Director to require consumer credit history in order to protect the Company and its assets.(d)Credit history checks shall be submitted to Electric Boat Security for review and adjudication.2.Report Requirement. A search of credit history check must be conducted for each address at which the Covered Non-Employee resided or was employed at any time in the past seven (7) years. In order to ensure that all the proper jurisdictions are checked, a preliminary address check should be run (using the social security number or immigration registration number) prior to the credit history check. If additional or different addresses are found, then credit history reports should be done for the appropriate states/counties for the relevant time period.3.Exceptions: Covered Non-Employees are excused from the credit history check requirements as follows:(a)Security Clearances. A credit history check is not required for a Covered Non-Employee who holds an active U. S. Government security clearance at or above the Secret level, provided that the affected Business Unit’s Security Department will reexamine the cleared status of such individual at regular intervals.(b)Certification from Trusted Contractor. A credit history check is not required for a Covered Non-Employee employed by a Trusted Contractor that certifies in writing that a timely credit check has been performed and has not disclosed any derogatory information. Where derogatory information is found, access will not be permitted unless the responsible Security Department (in conjunction with Human Resources, the Legal Department or other appropriate personnel) favorably adjudicates the subject individual’s access after conducting a review of the report containing the derogatory information (with the subject’s consent and authorization).(c)Bonded Personnel. The Electric Boat Security Director may waive the requirement of a credit history check where the Covered Non-Employee’s employer has bonded the Non-Employee.Review Process as Follows:Step I – Background ChecksThe Contractor will conduct criminal records checks and/or credit history checks for “Covered Non-Employees” as set forth herein. Such information will be provided to an individual designated by Electric Boat.Step II – AdjudicationAdjudication: An adjudication team from Electric Boat will then deliberate and make decisions regarding derogatory information received through the background check process.Reporting Procedure: Trusted Contractors will provide a screen print of the background checks via e-mail. The following address is to be used exclusively when reporting background information: ebbackgroundcheck@. Any questions regarding background check requirements and the process for becoming a “Trusted Contractor” should be referred to Electric Boat Security at 860-433-1552 or may be submitted by e-mail to ebbackgroundcheck@.(END) ................
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