MTS/LTS Contract LOCKHEED MARTIN CORPORATION

Appendix 4B

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MTS/LTS Contract

LOCKHEED MARTIN CORPORATION

LOCKHEED MARTIN AERONAUTICS COMPANY

APPENDIX 4B

TERMS AND CONDITIONS OF PURCHASE

C-130J PROGRAM

1. Definitions

As used herein “Buyer” means Lockheed Martin Corporation acting through

Lockheed Martin Aeronautics Company; “Seller” means the party identified on the

face of this purchase order; “Items means all required articles, materials, supplies and

services (singular “Item,” plural “Items”); “PO” means this purchase order; “Buyer's

Authorized Representative” means the person or persons authorized by Buyer to

alter, modify or change the provisions of this PO; “Government” means the

“Government of the United States of America and those authorized or delegated

responsibility to act on its behalf,” except where specifically stated to be the

government of another country; and “Prime Contract” means the contract between

Buyer and its customer under which this PO is issued.

2. Delivery

(a) Delivery according to schedule is a material condition of this PO.

(b) In the event of termination or change, no claim will be allowed for any

manufacture or procurement by Seller in advance of reasonable flow time

unless Buyer's prior written consent has been obtained by Seller for such

advance manufacture or procurement. Buyer shall have the right to return or

store at Seller's expense any Item delivered in advance of the scheduled

delivery date specified for such Item unless Buyer has given such prior written

consent for such advance delivery.

Seller shall notify Buyer as soon as possible as to the cause or causes thereof,

action being taken to remove such cause or causes and when on-schedule

status will be achieved. Seller, at its expense, shall take reasonable action

necessary, with or without request of Buyer, to meet such schedules as set forth

herein or to recover to the maximum extent possible any delay caused by Seller

in meeting such schedule. Notification given and/or action taken by Seller under

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this clause shall in no way limit Buyer's rights under other provisions of this PO,

at law, or in equity.

3. Variation in Quantity

Items shall not be supplied in excess of quantities specified herein, except for allowed

shipping tolerances, if any. Seller shall be liable for handling charges and return

shipment costs for any excess quantities; and, unless Seller agrees to pay and does

pay such charges and costs within a reasonable time, the overshipped material will

be retained by Buyer at no cost and shall become the property of Buyer.

4. Prices

Unless otherwise specified, prices are f.o.b. destination and shall include all

applicable federal, state and local taxes, duties, tariffs, and similar fees imposed by

any government. The price includes all charges for boxing, packing, crating, drayage,

storage, dunnage, and bundling. Seller warrants that prices charged for Items are not

higher than those charged to any other customer, including the Government, for items

of like grade and quality in similar or lesser quantities.

5. Invoices, Payments, and Discounts

Unless otherwise provided, terms of payment shall be Net 30 days from the later of

the following:

(a) Buyer's receipt of Seller's correct invoice;

(b) scheduled delivery date, or scheduled completion of performance of the Items;

Buyer shall have a right of setoff against payments due under this PO for any amounts

at issue under this PO or other purchase orders between Buyer and Seller.

6. Warranty

(a) Seller warrants for a period of one year from the date of delivery under this PO

that all Items shall be free from defects in material and workmanship and shall

conform to applicable specifications, drawings and all other requirements of

this PO. If Seller is responsible for the design of the Items, Seller warrants for

such period that all Items delivered under this PO shall be free from defect in

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design, and if Seller is responsible for designing the Items to meet specified

performance requirements of Buyer, Seller warrants for such period that all such

Items shall be fit and sufficient for the purposes intended by Buyer. Buyer's

approval of designs furnished by Seller shall not relieve Seller of its obligations

under this warranty. Seller's warranties, together with its service guarantees, if

any, shall run to Buyer and its customers.

(b) In the event of a breach of any warranty hereinabove set forth, Buyer may

require Seller to repair or replace at Buyer's election defective or

nonconforming Items. Seller shall be liable for the payment of all packing and

transportation costs attributable to the repair or replacement of defective or

non-conforming Items.

item(s) to be delivered to Buyer's customer(s), Seller's obligation under this

clause shall be extended to one year after delivery of such end items to such

customer(s).

(d) The rights and remedies of Buyer provided in this clause shall not be exclusive

and are in addition to any other rights and remedies provided at law, in equity,

or under this PO.

7. Compliance with Laws

(a) Seller shall comply with the applicable provisions of all Federal, state, and local

laws and ordinances and all lawful orders, rules and regulations promulgated

thereunder including without limitation the Arms Export Control Act; and such

compliance shall be a material requirement of this PO. Seller agrees to

indemnify Buyer against any loss, cost, damage or liability by reason of Seller's

violation of this clause.

(b) Seller warrants that each chemical substance constituting or contained in Items

sold or otherwise transferred to Buyer hereunder is on the list of chemical

substances compiled and published by the Administrator of the Environmental

Protection Administration pursuant to The Toxic Substances Control Act (15

U.S.C. Sec. 2601 et seq.) as amended.

applicable to the Items and containing such information as required by the

Occupational Safety and Health Act of 1970 and regulations promulgated

thereunder.

(d) This paragraph 7(d) contains certifications and representations that are

material representations of fact upon which Buyer will rely in making awards to

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Seller. By submitting its written offer, or providing oral offers/quotations at the

request of Buyer, or accepting any PO, including oral orders from Buyer, Seller

represents and certifies as set forth below in this clause. Seller shall

immediately notify Buyer of any change of status with regard to these

certifications and representations.

(1) Previous Contracts and Compliance Reports. Seller represents that if

Seller has participated in a previous contract or subcontract subject

either to the Equal Opportunity clause (FAR 52.222-26) of this

solicitation/PO, the clause originally contained in Section 310 of

Executive Order No. 10925, or the clause contained in Section 201 of

Executive Order No. 11114, (i) that Seller has filed all required

compliance reports and (ii) that representations indicating submission of

required compliance reports, signed by proposed subcontractors, will be

obtained before subcontract awards.

(2) Affirmative Action Compliance. Seller represents (1) that Seller has

developed and has on file at each establishment, affirmative action

programs required by the rules and regulations of the Secretary of Labor

(41 CFR 60-1 and 60-2), or (2) that in the event such a program does not

presently exist, Seller will develop and place in operation such a written

Affirmative Action Compliance Program within 120 days form the award

of this PO.

(3) FAR 52.209-5 Certification Regarding Debarment, Suspension,

Proposed Debarment, And Other Responsibility Matters (Applicable to

solicitations/ POs in excess of $25,000)

(i) Contractor certifies that, to the best of its knowledge and belief, that

Contractor and/or any of its Principals, (as defined in FAR 52.209-

5,) are not presently debarred, suspended, proposed for

debarment, or declared ineligible for the award of contracts by any

Federal agency.

(iii) Contractor shall provide immediate written notice to Lockheed

Martin if, any time prior to award of any contract, it learns that its

certification was erroneous when submitted or has become

erroneous by reason of changed circumstances.

(4) FAR 52.203-11 Certification and Disclosure Regarding Payments to

Influence Certain Federal Transactions (Applicable to solicitations and

contracts exceeding $100,000)

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(1) The definitions and prohibitions contained in the clause at FAR

52.203-12, Limitation on Payments to Influence Certain Federal

Transactions are hereby incorporated by reference in paragraph (b)

of this certification.

(2) Contractor certifies that to the best of its knowledge and belief that

on and after December 23, 1989--

(a) No Federal appropriated funds have been paid or will be paid to

any person for influencing or attempting to influence an officer or

employee of any agency, a Member of Congress, an officer or

employee of Congress, or an employee of a Member of Congress

on his or her behalf in connection with the awarding of any Federal

contract, the making of any Federal grant, the making of any Federal

loan, the entering into of any cooperative agreement, and the

extension, continuation, renewal, amendment or modification of any

Federal contract, grant, loan, or cooperative agreement;

(b) If any funds other than Federal appropriated funds (including profit or

fee received under a covered Federal transaction) have been paid,

or will be paid, to any person for influencing or attempting to

influence an officer or employee of any agency, a Member of

Congress, an officer or employee of Congress, or an employee of a

Member of Congress on his or her behalf in connection with a

solicitation or order, the offeror shall complete and submit, with its

offer, OMB standard form LLL, Disclosure of Lobbying Activities, in

accordance with its instructions, and

subcontracts at any tier and require that all recipients of subcontract

awards in excess of $100,000 shall certify and disclose accordingly.

(3) Submission of this certification and disclosure is a prerequisite for

making or entering into a contract as imposed by section 1352, title

31, United States Code. Any person who makes an expenditure

prohibited under this provision or who fails to file or amend the

disclosure form to be filed or amended by this provision, shall be

subject to a civil penalty of not less than $10,000, and not more than

$100,000, for each such failure.

8. Responsibility for Property

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Unless otherwise specified, Seller shall be liable for any loss or destruction of or

damage to property of Buyer or of any customer property Seller whether furnished to

Seller by any such customer or Buyer; and, Seller shall be responsible for returning

any such property in as good condition as when received except for reasonable wear

and tear and for the utilization of it in accordance with the provisions of this PO. Upon

request of Buyer, such property will be delivered to Buyer at Seller's expense. Seller

shall promptly notify Buyer if such property is lost, destroyed or damaged. Title thereto

shall not be affected by the incorporation or attachment to any property not owned by

Buyer, nor shall any such property, or any part thereof, be or become a fixture or lose

its identity as personally by reason of affixation to any realty. All property furnished by

Buyer shall be used solely in the performance of this PO or other POs issued by

Buyer.

9. (Reserved)

10. Data Rights

(a) Rights and Reservations. The information contained in reports, drawings,

documents or other records which are furnished to Seller by Buyer (hereinafter

referred to as “property”) relative to this PO, to the extent that such information

is not in the public domain, shall not be disclosed to others, except to

subcontractors as necessary for completion of this PO, in which event the

subcontractors shall have the same obligation of nondisclosure and restriction

on use. Such information shall not be used or reproduced for any purpose

whatsoever except in the performance of work under this PO. Upon completion,

termination or cancellation of this PO, Seller shall, if requested by Buyer, return

all property to Buyer thirty (30) days after the effective date of such completion,

termination or cancellation. Any such property of Buyer retained by Seller shall

remain subject to the foregoing restrictions on use, reproduction and

disclosure.

(b) Rights in Seller Data.

(1) In addition to any other provision of this PO providing Buyer and/or

Buyer's customer’s rights in Data delivered under this PO, Seller grants

to Buyer:

(i) A worldwide, perpetual, royalty-free, nonexclusive right and license

to: (A) utilize and have utilized on Buyer's behalf the Data delivered

under this PO for Buyer's own internal purposes in connection with

the development, certification, validation and production of the

Hercules (C-130J/382J) Aircraft, and (B) disclose the Data

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delivered under this PO, in confidence, to any third party for

accomplishing such internal purposes, providing any such

disclosure is made pursuant to a written understanding precluding

unauthorized use and disclosure by provisions no less restrictive

than those imposed on the Parties hereunder; and

(ii) A worldwide, perpetual, royalty-free, nonexclusive right and license

to grant to Buyer's customers the right to: (A) utilize and have utilized

by Buyer's customer, the Data delivered under this PO for the

operation, maintenance and repair of Hercules Aircraft, and (B)

disclose the Data delivered under this PO, in confidence, to any

third party for the operation, maintenance, and repair of the Hercules

Aircraft, providing any such disclosure is made pursuant to a written

understanding precluding unauthorized use and disclosure by

provisions no less restrictive that those imposed on the parties

hereunder.

(2) Seller further agrees to negotiate in good faith with Buyer's customers

and potential customers such further rights to Data of Seller, should

Buyer's customers or potential customers so desire.

(3) “Data” as used in this paragraph (b) means recorded information

regardless of form or the method of recording. Data includes, but is not

limited to, computer software and copyrightable works.

11. Patent Indemnity, Trademarks, Trade Secrets and Copyrights

(a) Seller warrants that the Work performed or delivered under this Contract will not

infringe or otherwise violate the intellectual property rights of any third party in the

United States or any foreign country. Except to the extent that the U.S.

Government assumes liability therefore, Seller agrees to defend, indemnify, and

hold harmless Buyer and its customers from and against any claims, damages,

losses, costs, and expenses, including reasonable attorneys’ fees, arising out of

any action by a third party that is based upon a claim that the Work performed or

delivered under this Contract infringes or otherwise violates the intellectual

property rights of any person or entity.

(b) Seller’s obligation to defend, indemnify, and hold harmless Buyer and its

customers under Paragraph (a) above shall not apply to the extent FAR 52.227-1

“Authorization and Consent” applies to Buyer’s Prime Contract for infringement of

a U.S. patent and Buyer and its customers are not subject to any actions for

claims, damages, losses, costs, and expenses, including reasonable attorneys’

fees by a third party.

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12. Entry on Buyer's Property; Insurance

(a) In the event that Seller or Seller's employees, subcontractors, or agents enter

onto Buyer's premises for any reason in connection with this PO, Seller and

such other parties shall observe all security requirements and all plant safety,

plant protection, and traffic regulations.

(b) Seller, and any subcontractors used by Seller in connection with this PO, shall

carry Worker's Compensation and Employee's Liability Insurance to cover

Seller's and such subcontractors' legal liability on account of accidents to their

respective employees. Seller and its subcontractors shall carry adequate

Comprehensive General Liability and adequate Comprehensive Automobile

Liability Insurance covering the legal liability of Seller and such subcontractors

on account of accidents arising out of the operations of Seller or such

subcontractors and resulting in bodily injury, including death, being sustained by

any person or persons, or in any damage to property. At Buyer's request, Seller

shall furnish to Buyer certificates from Seller's insurers showing such coverage

in effect and agreeing to give Buyer ten (10) days' prior written notice of

cancellation of such coverage.

13. Amendments Required by the Prime Contract

Seller agrees that upon Buyer's request, it will from time to time enter into

amendments of this PO to incorporate additional provisions herein or to change the

provisions hereof, as Buyer may reasonably deem necessary in order to comply with

the provisions of the prime contract(s) or with the provisions of amendments to the

prime contract(s) under which this PO is issued. If any such amendment to this PO

causes an increase or decrease in the cost of this PO, or the time required for

performance of this PO, an equitable adjustment shall be made in the price or delivery

schedule, or both, in accordance with the provisions of the “Changes” clause of this

PO.

14. Remedies/Waiver

(a) The rights and remedies provided under this PO shall be cumulative and in

addition to any other rights and remedies provided by law or equity.

(b) Failure by Buyer either to enforce at any time the provisions hereof or to protest

at any time any breach or default hereof shall not be construed as evidence to

interpret the requirements of this PO, nor as a waiver of the requirements of

such provisions, nor of the right of Buyer thereafter to enforce each and every

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such provision. Buyer’s approval of documents shall not relieve Seller from

compliance with specifications related to this PO.

15. Assignment

Neither this PO nor any duty or right under it shall be delegated or assigned by Seller

without the prior written consent of Buyer, except that claims for monies due or to

become due under this PO may be assigned to a bank, trust company or other

financing institution, including any Federal lending agency, by Seller without such

consent. Seller shall furnish Buyer with two signed copies of any such assignment.

Payment to an assignee of any such claim shall be subject to set-off or recoupment

for any present or future claim or claims which Buyer may have against Seller. Buyer

shall have the right to make direct settlements or adjustments in price, or both, with

Seller under the terms of this PO notwithstanding any assignment of claims for

monies due or to become due hereunder and without notice to the assignee.

16. Reserved

17. Reserved

18. Consideration

Seller shall, for the consideration hereinafter mentioned and within the time specified,

accomplish all required services, testing, manufacturing and other work; deliver to

Buyer the Items provided for in this PO; and grant to Buyer the right to exercise the

options, if any, provided for in this PO.

19. Technical Surveillance

Buyer and authorized representatives of Buyer's customers shall have direct access

to all areas of Seller's and Seller's subcontractors' plants where work under this PO is

being performed, to review progress and witness testing of the Items related to this

PO. Seller shall include this clause in all of Seller's subcontracts under this PO.

20. Governing Law

This PO shall be governed by and construed in accordance with the laws of the State

of Georgia, USA, excluding its choice of law rules.

21. Acceptance of Order

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This PO is the entire agreement between the Buyer and Seller in respect of the

subject matter of this PO and is subject to the terms and conditions herein. This PO

supersedes all communications, representations or agreements, oral or written,

between Buyer and Seller with respect to the subject matter of this PO. Either: (a)

acknowledgment of this PO, (b) furnishing of Items under this PO, (c) acceptance of

payment under this PO, or (d) commencement of performance of this PO, shall

constitute Seller's unqualified acceptance of this PO. Additional or differing terms or

conditions proposed by Seller or included in Seller's acknowledgment hereof shall be

void and have no effect unless accepted in writing by Buyer.

22. Packing, Shipment and Shipping Instructions

(a) Unless otherwise specified by Buyer, Seller shall assure that all packing and

packaging shall comply with good commercial practice and applicable carrier's

tariffs. The use of commercial practices shall not relieve Seller of responsibility

for packaging in a manner that will insure receipt of Items in an acceptable

condition at the destination specified in this PO.

(b) Seller shall assure the packaging, labeling and shipping of all HAZARDOUS

SUBSTANCES including DANGEROUS MATERIALS, conforms to all

applicable international, federal, state and local laws and regulations.

or numbers of the Items packed in that container; (ii) the sequence and quantity

of each exterior container in each shipment (such as “1 of 3”); (iii) the bill of

lading/express receipt number. If shipments against more than one purchase

order are packed in one exterior container, mark each intermediate container

with its applicable purchase order number.

(d) Seller shall properly describe Seller's Less than Truckload shipments in

accordance with the National Motor Freight Classification to insure the correct

classification rate. Include this PO number on all carrier bills of lading and

shipping labels. Combine on the same bill of lading, all shipments consigned to

the same Buyer address and ship on the same day. No C.O.D. (Collect on

Delivery) shipments will be received by Buyer. There shall be no deviation from

these routing instructions unless such deviation is approved prior to shipping by

Buyer's Authorized Procurement Representative or Buyer's Traffic Department.

(e) Seller shall be responsible to Buyer for any increased costs to Buyer which

result from Seller's failure to follow Buyer's routing instructions if such

instructions are specified on the face of this order.

23. Public Release of Information

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No public release (including, without limitation, photographs, films, announcements,

denials or confirmations of same) on any part of the subject matter of this PO or any

phase of any program hereunder shall be made without the prior written approval of

Buyer.

24. Disputes

Except as otherwise provided in this PO, Buyer and Seller shall have the right to

redress any dispute arising under or related to this PO, which is not disposed of by

agreement, by pursuing any right or remedy which Buyer or Seller, as the case may

be, may have at law, in equity or under this PO in any United States court of

competent jurisdiction. Pending resolution of any dispute, Seller shall proceed

diligently with the performance of work, including the delivery of Items in accordance

with Buyer's direction. Upon resolution of any such dispute, this PO shall be equitably

adjusted, if necessary, to reflect such resolution.

25. Severability of Provisions

Any provision of this PO that is prohibited or unenforceable in any jurisdiction shall, as

to such jurisdiction, be ineffective to the extent of such prohibition, and shall be

unenforceable in that jurisdiction without invalidating the remaining provisions hereof

or affecting the validity or enforceability of such provisions in any other jurisdiction.

26. Contractual Commitments

The parties agree that there shall be no adjustment in the price, time for performance

or any other provision of this PO unless Buyer's authorized representative shall have

issued a written order directing a change hereto.

27. Changes

(a) Buyer's Authorized Representative may at any time, by written notice, and

without notice to sureties or assignees, make changes within the general scope

of this PO in any one or more of the following: (i) drawings, designs or

specifications; (ii) method of shipping or packing; (iii) place of inspection,

acceptance or point of delivery; and (iv) delivery schedule.

(b) Except as may otherwise be expressly provided in this PO, if any such change

under paragraph (a) (i), (ii), or (iii) above causes an increase or decrease in the

time required for performance of any part of this PO, whether or not directed by

such change, Buyer shall make an equitable adjustment in the delivery schedule

and the PO shall be modified accordingly in writing.

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paragraph (a) above causes an increase or decrease in the cost or

performance of any part of this PO, whether or not directed by such change,

Buyer shall make an equitable adjustment in the PO price, and the PO shall be

modified accordingly in writing.

(d) Such equitable adjustment, if any, shall be calculated in a manner similar to that

used to originally price the PO and shall be for the net increase or decrease in

the cost for the changed portion only. In no event shall Seller reprice any portion

of the Items unaffected by the change. Seller must assert its right to an

adjustment under this clause within thirty (30) days from the date of the change

to which such adjustment is attributable.

(e) Seller agrees that its failure to submit such claim or claims within the applicable

time period shall constitute a waiver thereof unless, for good cause, Seller

requests in writing, prior to expiration of the applicable time period that a time

extension for filing its claim or claims be granted by Buyer and Buyer grants

such extension. Any such extensions, if approved, shall be effective only if

authorized in writing by Buyer's authorized procurement representative. Prior to

final settlement of any timely filed claim or claims, Seller may submit revisions

to such claims or claims provided that such revisions do not introduce different

areas of costs or claim elements.

(f) Nothing contained in this clause shall relieve Seller from proceeding without

delay in the performance of this PO as changed.

28. Notification of Changes

(a) Only Buyer's Authorized Representative may direct or redirect Seller's effort

hereunder. In the event, however, Seller considers any conduct including any

action, inaction, written or oral communication by Buyer or Buyer's customer to

constitute a change to this PO, other than a written change

order issued by Buyer's Authorized Representative, Seller shall notify Buyer as

soon as possible but in no event later than fifteen (15) days from the date Seller

identifies the conduct considered to constitute a change to this PO. On the

basis of the most accurate information available to Seller, the notice shall state:

(1) the date, nature and circumstances of the conduct regarded as a change;

(2) the name, function, and activity of each Buyer employee, customer

employee and Seller employee involved in or knowledgeable about such

conduct; (3) the identification of any documents and the substance of any oral

communication involved in such conduct; (4) the particular elements of contract

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performance which Seller considers to be affected by the conduct, including an

estimate of any cost or schedule impact; (5) Seller's estimate of the time by

which Buyer must respond to Seller's notice to minimize cost, delay or

disruption of performance.

(b) Seller shall take no action in reliance on the conduct considered to constitute a

change unless and until Buyer's Authorized Representative issues a written

change order covering the conduct in question.

29. Change and Follow-On Proposals

Circumstances may arise during the course of performance under this PO where

Buyer may request Seller to submit to Buyer technical and cost proposals relating to

(1) anticipated changes or modifications to this PO prior to the implementation of the

change or modification under the Changes clause of this PO, or (2) potential follow-on

POs for the Items furnished hereunder. In such cases, Seller agrees to furnish to

Buyer a technical and/or cost proposal as requested within thirty (30) days of the

request. Seller agrees to furnish current information to Buyer in sufficient detail for

Buyer to determine price reasonableness and cost realism. Information furnished by

Seller shall be submitted in the manner and in the detail specified in the pricing

instructions included in Buyer's request for proposal.

30. Reserved.

31. Offset/Countertrade Cooperation

Buyer is currently involved in a number of foreign offset/countertrade arrangements in

various foreign countries in connection with the sale of Buyer's products to foreign

countries. All offset or countertrade credit value resulting from this PO shall accrue

solely to the benefit of Buyer for its use on the offset/countertrade program of Buyer's

choice. Seller agrees to cooperate with Buyer in the fulfillment of such foreign

offset/countertrade obligations which Buyer may have undertaken or may undertake in

the future. In the event Seller solicits bids, procures or offers to procure any goods or

services relating to the work to be performed under this PO, Buyer shall be entitled, to

the exclusion of all others, to all offset credits or other similar benefits which may result

from such activity. In addition, Seller agrees to provide to Buyer, at no additional cost,

a report every six months during the performance of this PO summarizing by country

Seller's lower tier proposal and procurement activity related to this PO.

32. Notification of Debarment/Suspension Status

Seller shall provide immediate notice to Buyer in the event of being suspended,

debarred or declared ineligible by any Department or other Federal Agency, or upon

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receipt of a notice of proposed debarment from any agency, during the performance

of this PO.

33. Incorporation of Certifications and Representations

All certifications and representations provided by Seller to Buyer in connection with

this PO and the solicitation to which this PO relates are incorporated herein by

reference. Seller acknowledges that Buyer has relied on such certifications and

representations in making the award of this PO.

34. Lower-Tier Subcontracts

(a) Notwithstanding any other provision of this PO, Seller shall not procure any of

the completed or substantially completed Items described herein from any other

party, by subcontract or otherwise, without the prior written consent of Buyer.

(b) In the event Seller contemplates making an award to a lower-tier subcontractor

which is a foreign concern, or a domestic concern where any defense articles

or technical data may be disclosed to foreign nationals, Seller shall ensure that

all necessary U.S. export licenses are obtained prior to the transfer of any

defense articles or technical data or other information to the prospective lower-

tier subcontractor.

35. Gifts, Gratuities, and Kickbacks

(a) Buyer may, by written notice to Seller, terminate this PO for default if Buyer has

reasonable cause to believe that gratuities or kickbacks were offered or given

by Seller, or any agent or representative of Seller, to any officer, employee or

representative of Buyer with a view toward securing this PO or securing

favorable treatment with respect to awarding, amending or the making of any

determinations with respect to the performance of this PO.

(b) Buyer complies with the Anti-Kickback Act of 1986, 41 U.S.C. 51-58, (“the Act”)

and related laws and regulations. By acceptance of this PO Seller agrees:

(1) to comply with the Act;

(2) to report possible violations of the Act to and cooperate with Buyer and/or

the Government in connection with the investigation of any actual or

alleged violation of the Act;

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(3) to indemnify Buyer against any loss, cost, damage or liability by reason of

Seller's violation of the Act including, but not limited to, any amount that

Buyer is directed by the Contracting Officer to withhold from Seller; and

(4) that Buyer may terminate this PO for default in the event of Seller's

violation of the Act in connection with this PO.

and are in addition to any other rights and remedies provided at law, in equity,

or under this PO.

36. Defense Security Cooperation Agency Requirements

The Items furnished under this PO may be used in performance of a contract between

Buyer and Buyer's customer which will be financed in whole or in part with United

States Government Foreign Military Sales (FMS) credits administered by the

Defense Security (DSAA).Cooperation Agency (DSCA). If Buyer notifies Seller that

the Items furnished under this PO are intended for use on a DSCA financed contract,

Seller agrees to furnish to Buyer, at no additional cost to Buyer, the certifications and

representations required by the DSCA which are applicable to the Items furnished by

Seller.

37. Product Support Requirements

(a) In consideration of the award of this PO, Seller undertakes to support the Items

from the date of acceptance of the Items: (i) until twenty five years after final

acceptance by Buyer's customer of the last aircraft containing Seller's Items; or

(ii) as long as there are at least five (5) C-130J aircraft in operation in the world;

whichever is the later, by providing or maintaining facilities for the supply of

quantities of spare parts and support equipment as are necessary to meet

orders by Buyer and its customers to maintain the Items in effective operation.

(b) Seller shall undertake during the support period described above to meet

orders placed by Buyer or its customers for Items of spare parts and support

equipment at prices no greater than those applying to Seller's most favored

customer for like quantities and under like terms and conditions.

facility for the supply of any spare parts or support equipment, Seller upon final

decision to do so shall provide Buyer with forty-eight (48) months a notice in

writing of the closure, and shall specify in the notice the latest date on which

Buyer may place orders for the final production run. In the event that Seller

during the support period described above decides to close its facilities for

manufacture of Items relevant to the Items and in respect of which it has a

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proprietary interest or is for any other reason unable to continue to supply such

Items, Seller shall grant to Buyer and its customers a royalty free, non-exclusive,

irrevocable license to manufacture or perform, or have manufactured or

performed such Items to maintain the Items in effective operation; and also to

supply such data as Seller may possess and as may be necessary for the

manufacture or performance of such Items.

(d) Seller shall make reasonable efforts to include the rights of Buyer contained in

this clause in all lower tier subcontracts.

(e) Neither Buyer nor its customers shall be bound to order any spare parts and

support equipment from Seller.

38. Reliance

Seller represents and acknowledges that it is, and that Buyer absolutely relies upon

Seller as an expert, fully competent in all areas of the requirements of this PO. Seller

expressly agrees that it will not deny any responsibility or obligation to Buyer on the

basis that such was originated, approved, reviewed, or accomplished by Buyer. In

addition, Seller expressly agrees and acknowledges that it has received and

reviewed all drawings, specifications and documents referred to in this PO either

prior to or simultaneous with the execution of this PO, and Seller represents that it has

the capability and resources to design and produce all such goods or services

described herein. Seller agrees that it hereby assumes all risks of impossibility of

performance, and commercial impractability, under this PO.

39. Compliance with Regulations

The following Federal Acquisition Regulation (“FAR”) and DoD FAR Supplement

(“DFARS”) clauses are incorporated herein by reference, subject to the modifications/

applications indicated and the following definitions: “Contract” and “schedule” means

“this PO,” “Contractor” means “Seller,” except in the phrase “prime contractor,”

“Subcontractor(s)” means lower-tier subcontractor(s) and “Supplies” means “Item(s).”

Part I. FAR Clauses

Citation Clause Name

52.203-6 Restrictions on Subcontractor Sales to the Government (Jul 1995)

Alternate I (Oct 1995) - Applies if this PO exceeds $100,000.

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52.203-7 ANTI-KICKBACK PROCEDURES (JUL 1995)

(IAW FAR 3.502-3) (Applicable when the simplified acquisition threshold

is exceeded)

52.203-12 Limitation on Payments to Influence Certain Federal Transactions

(Jun 2003) - Applies if this contract exceeds $100,000. Change the

beginning of paragraph (c)(1) to read: "Seller shall file with Lockheed

Martin a disclosure form..." change "such person" to "Seller" in

paragraphs (c)(1) and (c)(2).

52.204-2 Security Requirements (AUG 1996) - Applies if access to classified

Information is required. The reference to the Changes clause in

paragraph (c) shall mean the Changes clause of this PO.

52.211-5 Material Requirements (Aug 2000) - "Contracting Officer" means

"Lockheed Martin."

52.211-15 Defense Priority and Allocation Requirements (SEP 1990).

52.215-2 Audit and Records -- Negotiation (Jun 1999) - Applies if this contract

exceeds $100,000 and if (1) this is a cost-reimbursement, incentive,

time and materials or price-redeterminable contract, (2) if Seller was

required to furnish cost or pricing data, or (3) this contract requires Seller

to furnish cost, funding or performance reports. Alternate II applies if

Seller is an educational institution or non-profit institution.

52.215-10 Price Reduction for Defective Cost or Pricing Data (Oct 1997) -

Applies whenever Seller was required to furnish cost or pricing data in

connection with this contract. "The Contracting Officer" means

"Lockheed Martin or the Contracting Officer." "United States" and

"Government" mean "Lockheed Martin." The rights and obligations

under this clause shall survive completion of the work and final payment

under this contract.

52.215-11 Price Reduction for Defective Cost or Pricing Data – Modifications

(Oct 1997) - Applies if submission of cost or pricing data is required for

modifications under this contract. "The Contracting Officer" means

"Lockheed Martin or the Contracting Officer." "United States" and

"Government" mean "Lockheed Martin." The rights and obligations

under this clause shall survive completion of the work and final payment

under this contract.

52.215-12 Subcontractor Cost or Pricing Data (Oct 1997) - Applies if this

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contract exceeds $550000 and is not otherwise exempt from the

requirement to provide cost or pricing data.

52.215-13 Subcontractor Cost or Pricing Data – Modifications (Oct 1997) -

Applies if this contract exceeds $550,000 and modifications under this

contract are not otherwise exempt from the requirement to provide cost

or pricing data.

52.215-14 Integrity of Unit Prices (Oct 1997) - Applies if this contract exceeds

$100,000. Paragraph (b) is deleted.

52.215-15 Pension Adjustments and Asset Reversions (Oct 2004) - Applies if

this contract meets the applicability requirements of FAR 15.408(g).

Communication/notification required under this clause from/to Seller

to/from the Contracting Officer shall be through Lockheed Martin.

52.215-16 Facilities Capital Cost of Money (Jun 2003) - Applicable only if this

contract is subject to the cost principles at FAR Subpart 31.2 and Seller

proposed facilities capital cost of money in its offer.

52.215-17 Waiver of Facilities Capital Cost of Money (Oct 1997) -Applies only if

this contract is subject to the cost principles at FAR Subpart 31.2 for

contracts with commercial organizations, and Seller did not propose

facilities capital cost of money in its offer.

52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits

(PRB) Other Than Pensions (Oct 1997) - Applies if this contract

meets the applicability requirements of FAR 15.408(j).

Communication/notification required under this clause from/to Seller

to/from the Contracting Officer shall be through Lockheed Martin

52.215-19 Notification of Ownership Changes (Oct 1997) – Applies if this

contract meets the applicability requirements of FAR 15.408(k).

Communication/notification required under this clause from/to Seller

to/from the Contracting Officer shall be through Lockheed Martin.

52.215-20 Requirements for Cost or Pricing Data or Information Other Than

Cost or Pricing Data (Oct 1997) - "Contracting Officer" means

"Lockheed Martin."

52.215-21 Requirements for Cost or Pricing Data or Information Other Than

Cost or Pricing Data – Modifications (Oct 1997) - "Contracting

Officer" means "Lockheed Martin."

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52.219-8 Utilization of Small Business Concerns 1999) (Oct 2000).

52.219-9 Small, Small Disadvantaged and Women-Owned Small Business

Subcontracting Plan (Jan 2002) - Applies if this PO exceeds

$500,000, unless Seller is a small business concern. Contracting

Officer” means “Buyer” in the first sentence of paragraph (c).

52.222-21 Prohibition of Segregated Facilities (FEB 1999)

52.222-26 Equal Opportunity (FEB 1999).

52.222-35 Affirmative Action for Special Disabled Veterans, Veterans of the

Vietnam Era and other Eligible Veterans (DEC 2001) - Applies if this

PO exceeds $25,000.

52.222-36 Affirmative Action for Workers with Disabilities (JUN 1998) -

Applies if this PO exceeds $10,000.

52.222-37 Employment Reports on Disabled Veterans, Veterans

of the Vietnam Era and Other Eligible Veterans (DEC 2001) -

Applies if this PO is for $25,000 or more.

52.222-39 Notification of Employee Rights Concerning Payment of Union

Dues or Fees (Dec 2004). Paragraph (g) requires the clause be

included in all subcontracts in excess of the simplified acquisition

threshold.

52.222-41 Service Contract Act Of 1965, As Amended (MAY 1989)

Applies if this contract is subject to the Service Contract Act. The clause

does not apply if this contract has been administratively exempted by the

Secretary of Labor or exempted by 41 U.S.C. 356, as interpreted in

Subpart C of 29 CFR Part 4.

52.222-43 Fair Labor Standards Act and Service Contract Act Price

Adjustment (Feb 2002) -

Applies if FAR 52.222-41 applies to this contract. "Contracting Officer"

means "Lockheed Martin and the Contracting Officer" except in

paragraph (f) where it means "Lockheed Martin." The notice period in

paragraph (f) is changed to twenty (20) days. Adjustments made to this

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contract shall not be made unless or until the Contracting Officer makes

appropriate adjustments to Lockheed Martin's prime contract.

52.223-3 Hazardous Material Identification and Material Safety Data (Jan

1997) - Applies if this contract involves hazardous materials.

"Contracting Officer" means "Lockheed Martin;" "Government" means

"Lockheed Martin and the Government." The reference to the U.S.

Government contract in the legend in paragraph (e) shall be the prime

contract referred to on the face of the contract.

52.223-7 Notice of Radioactive Materials (Jan 1997) - Applies if this contract is

for radioactive materials. "Contracting Officer" and "Government" means

"Lockheed Martin." The blank in paragraph (a) is replaced with "30

days."

52.223-11 Ozone-Depleting Substances (Mar 2001) - Applicable if the Work

contains or is manufactured with ozone-depleting substances.

52.225-8 Duty-Free Entry (FEB 2000) - Applies if supplies will be imported into

the Customs Territory of the United States. Contracting Officer" means

"Buyer" except in paragraphs (d) and (h). In subparagraph (b) (1) "20

days" is changed to "30 days." In subparagraph (b) (2), replace the fifth

word "determines" with "has been notified." Communication/notification

required under this clause from/to the Seller to/from the Contracting

Officer shall be through Buyer.

52.225-13 Restrictions on Certain Foreign Purchases (FEB 2000) -

Communication required under this clause from/to Seller to/from the

Contracting Officer shall be through Buyer.

52.227-1 Authorization and Consent (Jul 1995)

52.227-2 Notice and Assistance Regarding Patent and Copyright

Infringement (Aug 1996) - Applies if this contract exceeds $100,000.

"Contracting Officer" means "Lockheed Martin." "Government" means

"Government and Lockheed Martin."

52.227-10 Filing of Patent Applications -- Classified Subject Matter (Apr

1984) - Applies if this contract involves classified subject matter.

52.228-5 Insurance -- Work on a Government Installation (Jan 1997) -

Applies if this contract involves work on a Government installation.

"Contracting Officer" means "Lockheed Martin." In paragraph (b)

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"Government's" means "Lockheed Martin's or the Government's." Unless

otherwise specified by this contract, the minimum kinds and amount of

insurance shall be as described in FAR 28.307-2.

52.230-2 Cost Accounting Standards (Apr 1998) - Applies when the contract

states that it is subject to full CAS coverage. "United States" means

"United States or Lockheed Martin." Paragraph (b) is deleted. The

following is added as a new paragraph (e): "Seller shall communicate

and otherwise deal directly with the cognizant Contracting Officer to the

extent practicable and permissible as to all matters relating to Cost

Accounting Standards. Seller shall provide Lockheed Martin with copies

of all communications concerning CAS between and the Contracting

Officer if such are relevant to this contract; provided however, Seller shall

not be required to disclose to Lockheed Martin such communications

containing information which is privileged and confidential to Seller."

52.230-3 Disclosure and Consistency of Cost Accounting Practices (May

1997) - Applies when the contract states that it is subject to modified

CAS coverage. "United States" means "United States or Lockheed

Martin." Paragraph (b) is deleted. The following is added as a new

paragraph (e): "Seller shall communicate and otherwise deal directly

with the cognizant Contracting Officer to the extent practicable and

permissible as to all matters relating to Cost Accounting Standards.

shall provide Lockheed Martin with copies of all communications

concerning CAS between and the Contracting Officer if such are

relevant to this contract; provided however, shall not be required to

disclose to Lockheed Martin such communications containing

information which is privileged and confidential to Seller."

52.230-6 Administration of Cost Accounting Standards (Apr 2005) - Applies

if FAR 52.230-2, 52.230-3 or 52.230-5 apply to this contract.

52.233-3 Protest After Award (AUG 1996) - “Protest” means “protest under the

prime contract,” “Contracting Officer” and “Government” mean “Buyer.”

“30 days” is changed to “20 days.”

52.234-1 Industrial Resources Developed Under Defense Production Act

Title III (Dec 1994) - "Contracting Officer" means "Lockheed Martin."

52.237.2 Protection of Government Buildings, Equipment, and Vegetation

(APR 1984)

Applicable to contracts for services to be performed on Government

installations, unless a construction contract is contemplated.

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"Government" means "Government or Lockheed

Martin," and "Contracting Officer" means "Lockheed Martin."

52.242-13 Bankruptcy (Jul 1995) - "Contracting Officer" and "Government" mean

"Lockheed Martin."

52.242-15 Stop Work Order (AUG 1989) - “Government” and “Contracting Officer”

“mean “Buyer.”

52.244-6 Subcontracts for Commercial Items (Dec 2004)

52.245-2 Government Property (Fixed-Price Contracts) (May 2004) -

“Contracting Officer” means “Buyer;” “Government” means “Buyer”

except (1) in the terms “Government-furnished property” and

“Government property:” (2) the second time it appears in Paragraph

(b)(l)(ii); (3) in Paragraph (c)(1). In paragraph (f), and in paragraph (j) and

subparagraph (j) (1), “Government” means “Buyer/Government.” The

fourth sentence of paragraph (h) is changed to read: “Neither the

Government nor Buyer shall be liable...” The following is added as

paragraph (m): “Seller agrees to provide Buyer immediate notice of any

disapproval, withdrawal of approval, or nonacceptance by the

Government of Seller's property control system.”

52.245-17 Special Tooling (APR 1984) - “Contracting Officer” means “Buyer,”

“Government” means “Buyer or the Government” except in paragraph (c)

where it means “Buyer.” The time period set forth in paragraph (i) is

changed to 180 days.

52.245-18 Special Test Equipment (FEB 1993) - “Contracting Officer”

means “Buyer,” and “Government” means “Buyer or Government” except

in the third sentence of paragraph (c) where it means “Buyer.” The time

period set forth in paragraphs (b) and (c) is changed to sixty (60) days.

52.246-2 Inspection of Supplies – Fixed Price (Aug 1996)

"Government" means "Lockheed Martin and the Government" except in

paragraphs (f), (j), and (l) where it means "Lockheed Martin."

"Contracting Officer" means "Lockheed Martin."

52.246-4 Inspection of Services- Fixed Price (August 1996)

"Government" means "Lockheed Martin and the Government" except in

paragraphs (e) and (f) where it means "Lockheed Martin."

52.247-63 Preference for U.S. Flag Air Carriers (Jun 2003). Paragraph (e)

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expressly requires this clause to be included in all subcontracts which

may involve international air transportation.

52.248-1 Value Engineering (Feb 2000) - Applies if this contract exceeds

$100,000. "Contracting Officer" means "Lockheed Martin," "contracting

office" means "US Government contracting office," "Government" means

"Lockheed Martin" except in subparagraph (c)(5) and paragraph (m)

where it means "Lockheed Martin and the Government." Also,

"Government" does not mean "Lockheed Martin" in the phrase

"Government costs."

52.249-2 Termination for Convenience (Fixed-Price) (SEP 1996) -

“Government” and “Contracting Officer” mean “Buyer” except in

paragraph (m) where “Government” means “Buyer and the Government”

and “Contracting Officer” means “Buyer and the Contracting Officer.” In

paragraph (d) the reference to “one year” is changed to “six months,”

and in paragraph (k) the reference to “90 days” is changed to “forty-five

(45) days.” Paragraph (i) is deleted.

52.249-8 Default (APR 1984) - “Government” and “Contracting Officer” mean

“Buyer” except in paragraph (c) where “Government” means

“Government.”

Part II. DFARS Clauses

Citation Clause Name Date

252.203-7001 Prohibition on Persons Convicted of Fraud or other Defense

Contract-Related Felonies (Dec 2004) - Applies if this contract

exceeds $100,000. The terms "contract" "contractor" and "subcontract"

are not modified in paragraphs (a) through (d). Paragraph (g) is deleted.

252.204-7000 Disclosure of Information (Dec 1991). Paragraph (c) expressly

requires this clause, or a similar clause to be included in all

subcontracts.

252.208-7000 Intent to Furnish Precious Metals as Government Furnished

Material. Paragraph (d) expressly required the clause be included in all

solicitations for subcontracts unless it is known that the item being

purchased does not contain precious metals.

252.211-7000 Acquisition Streamlining (Dec 1991) - Applies if this contract exceeds

$1,000,000. "Government" means "Lockheed Martin."

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252.211-7003 ITEM IDENTIFICATION AND VALUATION (JAN 2004)

(Applicable as called out in the individual supplier statement of work)

252.215-7000 Pricing Adjustments (Dec 1991) - Applies if the FAR clause entitled

"Subcontractor Cost or Pricing Data" or "Subcontractor Cost or Pricing

Data - Modifications" apply to this contract.

252.219-7003 Small, Small Disadvantaged and Women-owned Small Business

Subcontracting Plan (DoD Contracts) (Apr 1996) - Applies if FAR

52.219-9 is included in this contract. Paragraph (g) is deleted.

252.222-7000 Restrictions on Employment of Personnel (Mar 2000). Paragraph

(b) expressly requires the clause to be included in all subcontracts.

252.223-7001 Hazard Warning Labels (Dec 1991) - Applies if this contract requires

the delivery of hazardous materials as defined in the clause.

252.223-7002 Safety Precautions for Ammunition and Explosives (May 1994) -

Applies if this contract involves ammunition or explosives. "Contracting

Officer" means "Lockheed Martin" except in paragraph (c)(4) where it

means "Contracting Officer" as it relates to government personnel.

"Government" means "Lockheed Martin and the Government."

252.223-7003 Change in Place of Performance - Ammunition and Explosives

(Dec 1991) - Applies if this contract involves ammunition or explosives.

"Contracting Officer" means "Lockheed Martin." "Government means

"Lockheed Martin and the Government."

252.223-7007 Safeguarding Sensitive Conventional Arms, Ammunition, and

Explosives (Sep 1999) - Applies if this contract is for the development,

production, manufacture, or purchase of AA&E; or when AA&E will be

provided to Seller as Government-furnished property.

252.225-7001 Buy American Act and Balance of Payments Program (Mar 1998)

252.225-7002 Qualifying Country Sources as Subcontractors (DEC 1991).

252.225-7006 Quarterly Reporting of Actual Contract Performance Outside the

United States (Apr 2005) - Applies if this contract exceeds $500,000.

Paragraph (c) is deleted.

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252.225-7009 Duty-Free Entry -- Qualifying Country End Products and Supplies

(AUG 2000) - Applies if this PO is for supplies.

252.225-7010 Duty-Free Entry - Additional Provisions (AUG 2000)

252.225-7012 Preference for Certain Domestic Commodities (APR 2002)

252.225-7013 Duty – Free Entry (Jan 2005). Paragraph (g) expressly requires that

the clause be included in all subcontracts for: (i) Qualifying country

components; or (ii) Non-qualifying country components for which the

Contractor estimates that duty will exceed $200 per unit.

252.225-7014 Preference for Domestic Specialty Metals (Apr 2003) Alternate I

(Apr 2003) - Applies if the Supplies furnished under this PO contain

specialty metals.

252.225-7016 Restriction on Acquisition of Ball and Roller Bearings (DEC 2000)

Does not apply if this PO is for a commercial item. If the PO is for other

than a commercial item, applies if the supplies contain ball or roller

bearings. "Contracting Officer" means "Lockheed Martin or Contracting

Officer."

252.225-7022 Restriction on Acquisition of Polyacrylonitrile (PAN) Carbon

Fiber. While flowdown is not required by the clause, it cannot be

complied with without including the clause in subcontracts that involve

use of the materials covered by this clause.

252.225-7027 Limitation on Sales Commissions and Fees (MAR 1998) - The

reference to the clause in paragraph (a) means FAR 52.203-5. The

blank in paragraph (b) (1) is completed with "any Government."

Subparagraph (b) (2) is deleted.

252.225-7028 Exclusionary Policies and Practices of Foreign Governments

(DEC 1991).

252.225-7030 Restriction on Acquisition of Carbon, Alloy, & Armor Steel Plate

(Oct 1992). While flowdown is not expressly required by the clause, it

should be included in subcontracts for carbon, alloy, and armor steel

plate in Federal supply class 9515, or described by American Society

for Testing Materials (ASTM) or American Iron and Steel Institute (AISI)

specifications, furnished as a deliverable item under the prime contract.

252.225-7033 Waiver of United Kingdom Levies (Apr 2003) - Applies if this PO

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exceeds $1,000,000 and Seller is a United Kingdom firm.

252.225-7043 Antiterrorism/Force Protection Policy for Defense Contractors

Outside the United States (Jun 1998) - Applies if this contract

involves travel or performance outside the United States.

252.226-7001 Utilization of Indian Organizations, Indian-Owned Economic

Enterprises, and Native Hawaiian Small Business Concerns (Sep

2004) - Communications between the Contracting Officer and Seller

shall be made through Buyer. Buyer shall have no liability to Seller for

any incentive payment under this clause unless and until the Government

provides said incentive payment to Buyer.

252.227-7013 Rights in Technical Data -- Noncommercial Items (Nov 1995) -

"Government" means "Lockheed Martin and the Government

252.227-7014 Rights in Noncommercial Computer Software and

Noncommercial Computer Software Documentation (Jun 1995) –

"Government" means "Lockheed Martin and the Government

252.227-7015 Technical Data - Commercial Items (NOV 1995) - Applies to all

commercial Items furnished under this PO.

252.227-7016 Rights in Bid or Proposal Information (Jun 1995) - "Government"

means "Lockheed Martin and the Government."

252.227-7019 Validation of Asserted Restrictions -- Computer Software (Jun

1995) - "Government" means "Lockheed Martin and the Government."

"Contracting Officer" means "Lockheed Martin" or "Contracting Officer."

252.227-7025 Limitations on the Use or Disclosure of Government-Furnished

Information Marked with Restrictive Legends (Jun 1995) - In

paragraph (c) (1) "Government" means "Lockheed Martin and

Government."

252.227-7025 Limitations on the Use or Disclosure of Government-Furnished

Information Marked with Restrictive Legends (Jun 1995) - In

paragraph (c) (1) "Government" means "Lockheed Martin and

Government."

252.227-7026 Deferred Delivery of Technical Data or Computer Software (Apr

1988) - Applicable if this contract includes a requirement for deferred

delivery data. "Government" means "Lockheed Martin."

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252.227-7027 Deferred Ordering of Technical Data or Computer Software (Apr

1988) - "Government" means "Lockheed Martin and Government."

252.227-7028 Technical Data or Computer Software Previously Delivered to the

Government (Jun 1995) - The term "contract" and "subcontract" shall

not change in meaning.

252.227-7030 Technical Data -- Withholding of Payment (Mar 2000) - "Contracting

Officer" means "Lockheed Martin." "Government" means "Lockheed

Martin or Government."

252.227-7037 Validation of Restrictive Markings on Technical Data (Sep 1999)

252.228-7005 Accident Reporting and Investigation Involving Aircraft, Missiles,

and Space Launch Vehicles (Dec 1991) - "Administrative Contracting

Officer" means "Lockheed Martin" and "Government" means "Lockheed

Martin and Government."

252.231-7000 Supplemental Cost Principles (Dec 1991)

252.235-7003 Frequency Authorization (Dec 1991) - Applies if this contract

requires the development, production, construction, testing, or operation

of a device for which a radio frequency authorization is required.

"Contracting Officer" means "Lockheed Martin."

252.243-7001 Pricing of Contract Modifications (Dec 1991)

252.243-7002 Requests for Equitable Adjustment (MAR 1998) - Applies if this PO

exceeds $100,000. "Government” means “Buyer or the Government”

252.246-7000 Material Inspection and Receiving Report (Mar 2003). Flowdown is

not expressly required by the clause, but it should be included in all

subcontracts that authorize direct shipments by the subcontractor to the

Government.

252.247-7023 Transportation of Supplies by Sea (MAR 2002) -In paragraph (g)

"Government" and "Contracting Officer" mean "Lockheed Martin" and

the words "of the Prompt Payment clause" are deleted. If this contract is

less than $100,000 only paragraphs (a) through (e) of the clause applies.

252.247-7024 Notification of Transportation of Supplies by Sea (MAR 2000) -

Applies (1) if this PO is for noncommercial items , or (2) if this PO is for

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commercial items that meet the definition of paragraph (b)(2) of the

clause. "Contracting Officer" means "Buyer."

252.249-7002 Notification of Anticipated Contract Termination or Reduction

(Dec 1996) - Applies if this contract equals or exceeds $500,000.

"Contracting Officer" means "Lockheed Martin." Subparagraphs (d) (1)

and the first 5 words of subparagraph (d) (2) are deleted.

Part III. AFFAR Supplement Clauses

5352.242-9000 CONTRACTOR ACCESS TO AIR FORCE INSTALLATIONS (JUN

2002)

Applies if Seller will perform work on a Government installation.

"Contracting Officer" means "Lockheed Martin." In paragraph (e) "the

prime contractor" means "Seller."

Part IV. AFFAR Supplement Clauses

5352.247-9006 MARKING OF WARRANTED ITEMS (AFMC) (JUL 1997)

40. Barred Software

Seller, unless it has obtained Buyer's prior written consent, which Buyer may withhold in

Buyer's sole discretion, shall not provide Buyer with software that incorporates or

embeds software in, or uses software in connection with, as part of, bundled with, or

alongside any (1) open source, publicly available, or “free” software, library or

documentation, (2) software licensed under the General Public License (“GPL”) or

Lesser/Library GPL, the Artistic License (e.g., PERL), the Mozilla Public License, the

Netscape Public License, the Sun Community Source License, the Sun Industry

Standards License, or variations thereof, including without limitation licenses referred to

as “GPL-Compatible, Free Software License” (hereinafter referred to as the “Barred

Licenses”) or (3) software provided under a license that (a) subjects the provided

software to any of the Barred Licenses, or (b) requires the provided software to be

licensed for the purpose of making derivative works or be redistributable at no charge,

or (c) obligates Buyer to sell, loan, distribute, disclose or otherwise make available or

accessible to any third party(ies) (i) the provided software or any portion thereof, in

object code and/or source code formats, or (ii) any products incorporating the provided

software, or any portion thereof, in object code or source code formats.

Seller, at its own expense, shall defend Buyer, Buyer’s employees, and/or Buyer’s

customers against any and all claims, suits and other actions relating to the use of

provided software, however arising, including without limitation those arising from

claims of violation of Barred License provisions or claims of infringement of any patent,

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trademark, copyright or trade secret right relating to the use of any Barred License in

Items furnished by Seller.