ACCEPTANCE

Seller must accept this purchase order in writing. If for any reason Seller should fail to accept this order in writing, the shipment by Seller of any goods ordered hereby, the furnishing of any services called for hereunder or the acceptance of any payment by Seller hereunder or any other conduct by Seller that recognizes the existence of a contract pertaining to the subject matter hereof, shall constitute an unqualified acceptance by Seller of this order and all terms and conditions hereof. Any terms and conditions proposed in Seller’s acceptance of Buyer’s offer or in any acknowledgment, invoice, or other form of Seller that add to, vary from, or conflict with the terms herein are hereby objected to. Any such proposed terms shall be void and the terms and conditions of this order shall constitute the complete and exclusive statement of the terms and conditions of the contract between the parties and shall apply to each shipment received by Buyer from Seller hereunder, and such terms and conditions may hereafter be modified only by written instrument executed by authorized representatives of both parties.

DEFINITIONS

As used throughout this order, the following definitions apply unless otherwise specifically stated:

1. "Buyer" means United Technologies Research Center a wholly owned business unit of United Technologies Corporation or any, subsidiary or affiliate of United Technologies Corporation to which this order is assigned pursuant to Article 8.
2. "Agreement", "order" or "purchase order" means this contractual instrument, including any attachments hereto, any documents or clauses incorporated by reference, change notices, supplements, amendments, or modifications hereto.
3. "Seller", "Vendor" and "Supplier" means the legal entity performing work for Buyer pursuant to this order.
4. "Government" means the Government of the United States unless otherwise specified.
5. "Buyer’s customer" means a customer other than the Government of the United States.
6. "Prime contract" means the Government contract under which this order is issued.
7. "Goods", "supplies" or "items" mean those part numbers, model numbers and/or descriptions as set forth on the face of this order.
8. "Services" means any effort supplied by Seller incidental to the sale of goods by Seller under this order including, without limitation, installation, repair and maintenance services. The term "services" also means, without limitation, any effort specifically required by this order, such as design, engineering, repair, maintenance, technical, construction, consulting, professional or other services.
9. "Contracting Officer" means any officer or civilian employee of the Government who is properly designated and duly authorized to enter into, administer, or make any determinations or findings with respect to the prime contract, including the authorized representative of the Contracting Officer acting within the limits of his authority.
10. "FAR" means Federal Acquisition Regulation.
11. "DFARS" means Department of Defense Federal Acquisition Regulation Supplement.

SHIPPING INSTRUCTIONS

1. PACKING
   Unless otherwise specified, standard commercial preservation, packing and packaging is acceptable. Do not make any charges for packaging or boxing since Buyer will not allow such charges unless agreed to in writing.

2. MARKING

Exterior containers must be marked with the following: (i) address; (ii) purchase order number; and (iii) any other special markings called for by this order.
3. BILL OF LADING

The bill of lading must reference purchase order number and correct ship to address. When delivery point is f.o.b. origin, make NO declaration of value on bill of lading EXCEPT where a declaration of value will result in lower total cost of shipment, and then declare such value as will entitle Buyer to the lowest applicable transportation rates. The original copy of the bill of lading shall be retained by Seller for one (1) year and provided to Buyer if requested.
4. SHIPPING

On orders where Buyer either pays for or reimburses Seller directly for shipping costs, ship in accordance with routing instructions furnished by Buyer. If such instructions are not received, Seller shall secure the least expensive transportation method consistent with good commercial practices for protection and shipment of the goods shipped.
5. PACKING SLIP

Include with each shipment of goods a packing slip which displays the (i) purchase order number; (ii) order item number; (iii) item nomenclature/description; (iv) the item part number; (v) item National Stock Number (where applicable); (vi) item serial number (where applicable); (vii) quantity of items shipped; (viii) invoice number/packing slip number; (ix) date shipped; and (x) ship to address.
6. TEST REPORT

Address all Test Reports and certifications, when required, to the Buyer’s Purchasing Agent at the plant to which the goods are shipped. Test Reports must be in Buyer’s possession at the time the other goods are received.
7. INVOICE

Render a separate invoice in duplicate to Buyer’s Accounts Payable Department on the day of each shipment made pursuant to this order and indicate thereon: (i) the location to which the item has been shipped; (ii) the purchase order number; (iii) the item nomenclature/description; (iv) the item part number; (v) the item National Stock Number (where applicable); (vi) the item serial number (where applicable); (vii) the quantity of items shipped; (viii) the invoice number/packing slip number; (ix) the date shipped; and (x) the ship to address.

1. SPECIFICATIONS

Seller shall comply with all specifications stated in this order and (unless the goods called for by this order are standard commercial products not intended as component parts of or as equipment or as accessories for Buyer’s products) with all applicable Government specifications.

2. INSPECTION/REJECTION
1. Seller shall provide and maintain, without additional charge to Buyer, an inspection system which assures compliance with all specifications stated in this order and in the absence of such specifications, Seller shall be required to provide and maintain without additional charge to Buyer, an inspection system, which is acceptable to Buyer, Buyer’s customer and the Government and which has been approved in writing by Buyer. Seller shall tender to Buyer for acceptance only goods inspected, or services performed, in accordance with the appropriate inspection system and have been found by Seller to be in conformity with all requirements of this order. As part of the system, Seller shall prepare records evidencing all inspections made under the system and the outcome of such inspections. These records shall be complete and made available to Buyer during performance of this order and for as long afterwards as required by this order or applicable laws and/or regulations, but in no event shall such period expire prior to (i) two (2) years after final payment, or (ii) final resolution of any dispute involving the goods delivered hereunder, whichever is later. Buyer may perform reviews and evaluations as reasonably necessary to ascertain compliance with this paragraph. Such reviews and evaluations shall be conducted in a manner that will not unduly delay work under this order. Buyer’s right of review, whether exercised or not, does not release Seller of any of its obligations of testing, inspection, quality control and associated documentation.

2. Buyer, Buyer’s customer, and the Government shall have the right to inspect and test the material and workmanship of all goods or services required under this order at all places and times including, when practicable, during the period of manufacture or performance; and if any such inspection or test is made on the premises of Seller, Seller shall furnish, without additional charge to Buyer, all reasonable facilities and assistance for the safe and convenient performance of the inspection or test.

3. Notwithstanding (i) prior inspection, (ii) payment for, or (iii) use of the goods or services ordered hereunder, Buyer shall have the right to reject any of such goods or services which do not conform to all requirements of this order. Such right shall be exercisable within the period provided in Buyer’s applicable specification, or elsewhere in this order, or in the absence thereof, within six (6) months following Buyer’s receipt of the goods or services called for hereunder. Buyer may require reperformance of rejected services. If this is a fixed price order, reperformance shall be at Seller’s expense. If this is a cost reimbursement, time and material or labor-hour type order, reperformance shall be at no additional profit to Seller. If timely reperformance of acceptable services cannot be accomplished or is not feasible, Buyer may reduce any profit or fee amounts due for the work not performed, purchase the services from another source and charge any cost increase to Seller, or may terminate this order for default in accordance with FAR 52.249.8. All such rejected goods shall be returned to Seller at Seller’s risk and expense, (transportation collect declared at full value, unless Seller advises otherwise), for full credit or refund (at Buyer’s option) excepting, however, those goods which Buyer elects to repair at Seller’s expense or to retain at an equitable reduction in price. The rejected goods returned to Seller shall not be replaced by Seller except upon written instructions from Buyer. Rejected goods shall not again be tendered for acceptance without disclosure of former rejection. Resubmitted goods must be shipped separately. Should Buyer elect to repair the nonconforming goods, all terms and conditions of this order shall remain in full force and effect as to the goods furnished by Seller. Prior inspection or test, payment for, or use of the goods or services ordered hereunder does not relieve Seller from any responsibility regarding defects or other failures to meet the requirements of this order which may be discovered prior to acceptance. Acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud. Buyer’s rights under this Article shall be in addition to and shall not be deemed to diminish its rights under this Article or under the Article hereof entitled "Warranty".

4. In the event that Buyer’s customer and/or the Government charges Buyer for additional costs related to inspection or test when goods are not ready at the time specified by Seller or when prior rejection makes reinspection or retest necessary, Buyer shall have the right to reduce the amount payable under this order; such right to include, without limitation, Buyer’s right to deduct or setoff as specified herein.

3. WARRANTY

   1. In addition to any other express or implied warranties Seller warrants to Buyer, its successors, assigns, customers, and users of goods sold by Buyer, that all goods provided hereunder shall be (i) merchantable; (ii) new; (iii) of the grade and quality specified, (iv) free from defects in material and workmanship; (v) with regard to goods designed by Seller, free from defects in design; (vi) suitable for the purposes intended whether expressed or reasonably implied; (vii) in compliance with all applicable specifications, drawings, and performance requirements; and (viii) free from liens or encumbrances on title. Delivery, inspection, test, acceptance or use of or payment for the goods furnished hereunder shall not affect Seller’s obligation under this warranty, and such warranties, and all other warranties, express or implied, shall survive delivery, inspection, test, acceptance, payment, and use. Seller agrees to correct defects in or replace any goods not conforming to the foregoing warranty promptly, without expense to Buyer, when notified of such nonconformity by Buyer, provided Buyer elects to provide Seller with the opportunity to do so. A written notice specifying that such goods are corrections or replacements shall accompany all deliveries of corrected or replaced goods. In the event that Seller is directed to correct defects in or replace nonconforming goods and fails to do so promptly, Buyer, after reasonable notice to Seller, shall have the right to correct or replace such goods and charge Seller for the cost incurred by Buyer in doing so, such right to include, without limitation, Buyer’s right to deduct or set off as specified herein.

   2. If services or technical data are to be provided by Seller hereunder, Seller warrants to Buyer that such services and/or technical data have been performed or prepared in a professional and workmanlike manner.

4. INFRINGEMENT INDEMNITY

   1. As to the goods provided hereunder, Seller shall be liable for and shall indemnify and save Buyer and each subsequent purchaser or user thereof, harmless from any infringement claim, suit or action, including proceedings under 28 U.S.C. § 1498, alleging that the manufacture, use or sale of such goods infringes any patent, trademark, copyright, semiconductor chip product mask work right or other proprietary right; except, however, that when such alleged infringement arises as a necessary consequence of Seller’s compliance with specifications or designs furnished by Buyer which describe that aspect of the goods on which such alleged infringement is based, then Buyer shall be liable and shall save Seller harmless therefrom, but this exception shall not apply if the subject matter giving rise to the claim for infringement either (i) was derived from, or selected by Seller, or (ii) relates to materials or compositions, or processes relating to materials or compositions.

   2. The party against whom such infringement claim is made, or such suit or action is commenced, shall promptly notify the other party in writing. The party required to indemnify under the provisions of paragraph a. hereof shall promptly assume and diligently conduct the entire defense of such alleged infringement at its own expense, provided that such party receives prompt written notice of such claim, suit, or action if such is commenced against the other party. Insofar as its interests are affected, the other party shall have the right, at its own expense and without releasing any obligation, liability, or undertaking of the party required to indemnify, to: (i) cooperate in the defense of such claim, and (ii) with permission of the court, to intervene in any such suit or action.

   3. Notwithstanding any of the above provisions, Buyer shall have the further right, at its own election, to supersede Seller in the defense of any such alleged infringement and thereafter to assume and conduct the same according to Buyer’s sole discretion, in which event Seller shall be released from any obligation arising from such infringement claim, suit or action under this infringement indemnity clause. Further, Seller, if requested in writing by Buyer, shall cooperate with Buyer in Buyer’s defense of any alleged infringement claim.

5. SOFTWARE LICENSE

Buyer is licensed to copy any software provided under this order onto a computer memory device and to make back-up copies of such software. Unless otherwise provided for in this order, or in a prior written agreement directed to the software provided hereunder, Buyer’s sole obligation with respect to software provided hereunder shall be to use such software in compliance with applicable U.S. copyright laws and regulations, irrespective of any other license agreement including, but not limited to, any license agreement packaged with such software.

6. COPYRIGHTS

Seller agrees that, for any works of authorship created by Seller or any employees or subcontractors of Seller in the course of this agreement, those works that come under one of the categories of "Works Made for Hire" in 17 U.S.C. § 101 shall be considered Works Made for Hire. For any works of authorship that do not come under such categories, Seller, warranting that it has right to do so, hereby assigns and agrees to assign all right, title, and interest it has to any copyright in such works and will execute or cause to be executed at Buyer’s expense any documents required to establish Buyer’s ownership of such copyright.

7. CHANGES
   1. Buyer may, at any time and without notice to sureties (if any), unilaterally make changes within the general scope of this order, including, but not limited to, changes to any one or more of the following: (i) shipping or packing instructions, (ii) place of delivery, (iii) any drawings, designs, or specifications, (iv) the statement of work, (v) the method or manner of performance of the work, (vi) Buyer-furnished or Government-furnished property, facilities, equipment, materials, or services, (vii) Seller’s obligation to comply with any provision of the FAR and its supplements and any applicable agency regulations whether or not incorporated herein as of the date hereof, or (viii) the schedule of performance of the work. Seller shall perform any changes ordered by Buyer.

   2. Buyer’s engineering, technical, and other non-Purchasing Department personnel are not authorized to change the goods or services ordered or any provisions, drawings, designs, or specifications of this order. No change will be binding on Buyer unless issued in writing by an authorized representative of Buyer’s Purchasing Department.

   3. Subject to paragraph d. hereof, if any change under this clause causes an increase or decrease in the cost of or the time required for performance, an equitable adjustment shall be made in cost/price or delivery schedule or both, and the order shall be modified in writing accordingly. Any claim by Seller for adjustment under this clause, however, must be submitted in writing in the form of a complete change proposal, fully supported by factual information, to Buyer’s Purchasing Department not later than fifteen (15) days after the date of receipt by Seller of the change order, or within such extension of that fifteen-day period as Buyer, in its sole discretion, may grant in writing at Seller’s request, provided, however, that Buyer in its sole discretion may consider any such claim regardless of when asserted, except that no claim for equitable adjustment hereunder shall be allowed if it is asserted after final payment of this order.

   4. Notwithstanding the pendency of any claim for an adjustment submitted by Seller hereunder, Seller shall diligently proceed with the performance of the order, as directed by Buyer, and nothing herein shall be construed as relieving Seller of its obligations to so perform, including without limitation the failure of the parties to agree upon Seller’s entitlement to, or the amount or nature of, any such adjustment.

   5. Where the cost of property made obsolete or excess as a result of a change is included in Seller’s claim for adjustment, Buyer shall have the right to prescribe the manner of disposition of such property.

8. ASSIGNMENT AND SETOFF
   1. Upon written notice to the Seller, Buyer may assign this order or any interest thereunder, without recourse, to any subsidiary or affiliate of United Technologies Corporation, and Seller hereby consents to any such assignment.

   2. Performance of this order shall not be assigned by the Seller, in whole or in part, without the prior written consent of Buyer. Any prohibited assignment by Seller shall be null and void, shall be deemed a material breach of this order, and Seller shall remain liable to Buyer for full performance of its covenants, duties, liabilities and obligations hereunder.

   3. Claims for money due or to become due to Seller from Buyer arising out of this order may not be assigned unless such assignment is made to one assignee only and covers all amounts payable under this order and not already paid. Any such assignment shall be subject to Buyer’s rights under paragraph d. hereof. Buyer shall be under no obligation to pay such assignee unless and until Buyer shall have received written notice of the assignment from Seller, a certified copy of the instrument of assignment, and suitable documentary evidence of Seller’s authority to so assign. However, any payments made to a third party subsequent to Buyer’s receipt of notice that any claims for money due or to become due hereunder have been assigned or should be paid thereto shall fulfill Buyer’s requirements to make any such payments hereunder.

   4. All claims for money due or to become due from Buyer shall be subject to deduction or setoff by Buyer by reason of any counterclaim arising out of this or any other transaction with Seller.

   5. In no event shall any documents, relating to work under this order, marked with Government security classifications such as "Top Secret," "Secret," or "Confidential," be furnished to any assignee or to any other person not otherwise authorized to receive the same without the prior written authorization of the Contracting Officer.

9. BUYER'S FURNISHED MATERIALS, TOOLING AND EQUIPMENT:
   1. All materials, tooling and equipment that Buyer is required to furnish to Seller under the provisions of this order shall be delivered in such condition and in sufficient time to enable Seller to meet its delivery schedule. If such materials, tooling and equipment are not delivered to Seller in serviceable condition or in sufficient time, the resultant delay of Seller in delivering to Buyer shall be excusable. Buyer shall have no liability to Seller by reason of any delay in delivery of, or failure to deliver such materials, tooling and equipment.

   2. Title to any materials, tooling or equipment furnished by Buyer shall remain in Buyer, Buyer’s Customer, or the Government as the case may be.

   3. Seller agrees, as a material condition of this order, that it will (i) properly mark/label, identify and segregate any and all material, tooling, and equipment (hereinafter referred to as "material") in connection with this order in such fashion as to clearly identify such material as being the property of Buyer or Buyer’s customer, or the Government, as the case may be, at all stages of its possession by Seller, (ii) prevent the commingling of said material with other material in the Seller’s possession except in accordance with applicable Buyer specifications or Buyer’s written approval, (iii) assume responsibility for all taxes and risk of loss or damage with respect to said material at all times while it is in the custody, care, or control of Seller, including subtiers, including while in the hands of carriers, and (iv) shall be responsible to provide confirmation of the foregoing as requested by Buyer. Seller further agrees that a copy of this order and/or any applicable attachments and/or supplements may be filed with any cognizant governmental (federal, state or local) agency (ies) and agrees to execute such documents, including, without limitation, UCC financing statements and take such other action as Buyer deems appropriate in order to protect Buyer’s, Buyer’s customer, and/or the Government’s interest in and to the material delivered to Seller in connection with this order. The clauses set forth in FAR 52.245-17 "Special Tooling" and FAR 52.245-18 "Special Test Equipment", are hereby incorporated by reference and made a part of this order; provided, however, that as used therein the term "Contracting Officer" shall be deemed to refer to Buyer’s authorized representative and the term "Government" shall be deemed to refer to Buyer. Title to all Special Tooling and Special Test Equipment acquired or fabricated under this order, shall vest in Buyer or the Government upon Buyer’s written notice to Seller.

   4. Subject to Seller’s obligations regarding Confidential Disclosure as provided for herein, Seller shall not be required to account to Buyer for the proceeds from the sale of scrap generated during the performance of this order by the processing of material furnished by Buyer; provided, however, that Seller shall reimburse Buyer at Buyer’s prices then current for any such material used by Seller in excess of the allowance, if any, set forth in this order. The foregoing shall not limit in any manner the measure of damages and/or other remedies otherwise available to Buyer in the event of a breach of Seller’s obligations under the Confidential Disclosure Clause of this order. Upon completion or termination of this order, any of the material furnished by Buyer and not properly consumed in the performance of the order, and any tooling and equipment shall be disposed of in accordance with instructions from Buyer.

   5. When Buyer furnishes any material, in whole or in part, for the manufacture of parts or assemblies, Seller shall not substitute material from any other source nor shall Seller or its subcontractors alter the material’s physical or chemical properties except in accordance with applicable Buyer specifications or with Buyer’s written approval.

   6. Buyer furnished property (including but not limited to material, tooling, and test equipment) and all Special Tooling and Test Equipment acquired or fabricated under this order, or any previous order for the development or production of particular supplies or parts, or the performance of particular services, required under this order shall only be used for and in the performance of this order unless otherwise directed by Buyer in writing. Seller agrees not to copy or duplicate any such Buyer furnished property, Special Tooling or Special Test Equipment for any purpose other than performance of this or other orders for Buyer. Seller warrants and affirms that it has not used, transferred to any person, firm or corporation, copied or duplicated any such Buyer furnished property, Special Tooling and/or Test Equipment acquired or fabricated under any previous order for the development or production of particular supplies or parts, or the performance of particular services, required under this order, for any purpose other than performance of orders for Buyer.

   7. Buyer shall have the right to audit all pertinent books and records of Seller, and to make reasonable inspection of Seller’s premises, in order to verify compliance with paragraph f. hereof.

   8. The clause set forth in FAR 52.245-2, "Government Property (Fixed Price Contracts)" is hereby incorporated by reference and made a part of this order as modified by paragraphs 9.a. through 9.e. of this Article 9, provided, however, that as used in the Clause the term "Contracting Officer" shall be deemed to refer to Buyer’s authorized representative and the term "Government" shall be deemed to refer to Buyer except in paragraphs (c) and (e) of FAR 52.245-2 where the terms shall be interpreted as to referring to the Government.

10. FORCE MAJEURE/EXCUSABLE DELAYS
    1. Buyer may delay Sellers’ delivery, Buyer's acceptance or Buyer's payment for the goods when such delays are occasioned by causes beyond Buyer's control. Seller shall hold such goods at the direction of the Buyer and shall deliver them when the cause effecting the delay has been removed. Buyer's sole liability and Seller's sole remedy for any such delay shall be limited to Seller's direct additional costs in holding the goods or delaying performance of a Purchase Order. Causes beyond Buyer's control may include, but are not restricted to, acts of God or of the public enemy, acts of the Government in its sovereign capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes and unusually severe weather.

    2. Seller shall not be charged with any liability for failure or delay in making deliveries when such failure or delay is due to any cause beyond the control and without the fault or negligence of Seller; provided that Seller shall give to Buyer prompt notice in writing when it appears that such cause will result in failure or delay in making deliveries under this order. In the event of any such failure or delay, Buyer shall have the right at its option and without being under any liability to Seller to cancel by notice in writing to Seller the portion or portions of this order so affected.

11. COMPLIANCE WITH LAWS

    In the performance of this order, Seller shall comply with all applicable federal, state and local laws, rules, regulations, and ordinances, including those relating to pollution control, waste disposal, hazardous substances, and protection of the environment; and as required under Article 31 herein Seller shall indemnify and hold Buyer harmless from and against any and all liability due to the Seller’s failure to so comply. Seller hereby certifies that the goods called for by this order have been or will be produced in compliance with Fair Labor Standards Act of 1938 (29 U.S. Code 201-219) and, insofar as applicable to this order, the Walsh-Healey Public Contracts Act (41 U.S. Code 35-45) and the Work Hours Act of 1962 (40 U.S. Code 327-332), and any amendments thereto, as well as with the provisions of any other federal law with respect to labor relations, minimum wages and hours of employment, now in effect or hereafter enacted, and with any and all rules and regulations issued under each and every such act. Seller agrees that this certification may be considered as the certificate contemplated by the amendment dated October 26, 1949, to the Fair Labor Standards Act of 1938.

12. INSPECTION OF RECORDS

    Seller agrees that its books, records and its plant, or such parts of its plant as may be engaged in the performance of this order, shall at all reasonable times be subject to inspection and audit by any authorized representative of Buyer and/or of any Department of the United States Government.

13. SELLER'S FINANCIAL STATUS

    Buyer may terminate this order for default in the event of:

    1. the appointment, with or without Seller’s consent, of any trustee, liquidator, assignee, custodian, sequestrator or receiver for any substantial portion of Seller’s assets;

    2. proceedings, voluntary or involuntary, in bankruptcy or insolvency, by or against Seller;

    3. Seller’s demonstrated inability to pay its debts generally as they come due.

14. PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA
    1. In the event Buyer’s customer(s) (including the Government) makes a determination pursuant to the clauses(s) in, or required to be in, Buyer’s contract(s) related to the Truth in Negotiations Act ("Act") or its implementing regulations, that any cost, price or fee in Buyer’s contract(s) should or will be reduced because:
       1. Seller furnished cost or pricing data that were not complete, accurate and current as certified, or as required to be certified, in the Seller’s Certificate of Current Cost or Pricing Data; or

       2. A subcontractor of Seller furnished cost or pricing data that were not complete, accurate and current as certified, or as required to be certified, in the subcontractor’s Certificate of Current Cost or Pricing Data; or

       3. A subcontractor or prospective subcontractor of Seller furnished cost or pricing data that were required to be complete, accurate and current and to be submitted to support a subcontract cost estimate furnished by Seller but that were not complete, accurate and current as of the date certified, or as required to be certified, in the Seller’s Certificate of Current Cost of Pricing Data; or

       4. Seller or a subcontractor or prospective subcontractor of Seller furnished any data not within (i), (ii) or (iii) above (i.e., all data submitted at any and all times whether or not certified), that were not complete, accurate, or current as submitted; or

       5. Seller or a subcontractor or prospective subcontractor of Seller failed to furnish any cost or pricing data, including any requested data, that were required under the Act or its implementing regulations;

       then, at any time following such determination, the sums paid or payable to Seller under this order may, at Buyer’s sole option, be reduced in the amount by which the sums received or receivable by Buyer from its customer(s) (including, but not limited to, the allocable share of Buyer’s indirect costs and profit or fee) are reduced based upon such determination, and this order shall be modified in writing as may be necessary to reflect such reduction. At Buyer’s election, Buyer may, pursuant to Article 8, paragraph d. hereof, setoff against any amounts due or to become due to the Seller from Buyer, whether or not under this order, all amounts by which this order has been reduced as set forth above. For purposes of this paragraph, a "determination" by Buyer’s customer means a final decision of a Government contracting officer and/or the formal assertion of a claim by a non-Governmental customer of Buyer and/or the withholding of money from Buyer by a customer based on an alleged failure of Buyer or its subcontractors to comply with the Act and/or the agreement by Buyer to a reduction in any cost, price, or fee of its contract(s) as the result of an alleged failure to comply with the Act.
       

    2. Appeal - If an appealable decision is made by a Contracting Officer of the United States relating to cost or pricing data required to be submitted or actually submitted by Seller or a subcontractor of Seller, such decision (or portions thereof as relate to Seller) shall be conclusive upon Seller, provided that Seller, in the discretion of Buyer, is given the opportunity to appeal such decision in the name of Buyer and fails to do so. Any such appeal brought by Seller in the name of Buyer shall be at the sole expense of Seller. Seller shall be solely responsible for the prosecution of such appeal, including, but not limited to, the presentation of all pleadings, documents, evidence, facts, data and testimony in connection therewith. Further, Seller shall be responsible for providing any and all information requested by Buyer to verify, support, or provide any and all certifications required by the Contract Disputes Act of 1978, 41 U.S.C. § 601 et seq., to perfect any such appeal. If Seller is given the opportunity to so appeal and elects to do so, Seller shall, upon Buyer’s written request, provide to Buyer advance copies of papers to be filed in such appeal and such other information, consultation and opportunity to participate in the appeal as Buyer may reasonably request. As used in this paragraph b. the term "appeal" shall include any and all proceedings taken by Seller under this paragraph before a Board of Contract Appeals and any Federal Court. Seller shall be conclusively bound by any decision of any such Board of Contract Appeal or Federal Court.

    3. Indemnification - In addition to any other remedies that Buyer may have, Seller shall indemnify and hold harmless Buyer from and against any loss or damage, including Buyer’s costs and attorney’s fees, resulting from any and all determinations by Buyer’s customer(s) as set forth in paragraph a. above or from Seller’s failure otherwise to comply with the clauses incorporated by reference in this order.

15. CERTIFICATES

Seller shall furnish to Buyer or directly to the Government upon request of Buyer any certificate required to be furnished by any provision of this order (including the FAR clauses incorporated or set out herein) and any certificate required by any future law, ordinance, or regulation with respect to Seller’s compliance with the terms and provisions of the FAR or such laws, ordinances, or regulations. As used in this Article, the word "certificate" shall include any plan or course of action or record keeping function, as, for example, the small business subcontracting plan required by FAR Section 52.219-9.

16. CONFIDENTIAL DISCLOSURE
    1. Information Furnished by Buyer - Technical or business information and ideas disclosed to Seller in connection with this order at any time in any form (including without limitation, orally, visually by examination of the features of parts, equipment, tools, gauges, patterns, or other items furnished or disclosed to Seller by Buyer, or in designs, processes, drawings, specifications, reports, data, tools, gauges or goods provided hereunder) which Buyer considers proprietary and so indicates to Seller at the time of disclosure or within a reasonable time thereafter (hereinafter referred to as "proprietary information"), are entrusted to Seller only for use on behalf of Buyer in the performance of this and subsequent related orders. Seller shall keep proprietary information in confidence and shall neither use (other than in performance under this or subsequent related orders) nor disclose such proprietary information except as authorized in writing by Buyer. On completion of this or all subsequent related orders (as appropriate), Seller shall deliver to Buyer or destroy to Buyer’s satisfaction all material (including without limitation, documents, software, tools, scrap and goods which may be defective, partially completed, or completed) embodying proprietary information, unless otherwise instructed by Buyer. Any such material disposed of by Seller at any time other than by delivery to Buyer shall be altered to such an extent that prevents discovery of any proprietary information embodied therein. However, Seller shall not be liable for use or disclosure of any proprietary information which is shown by clear and convincing proof to either have been known to the Seller at the time of receipt from Buyer or to be in the public domain. Buyer shall have the right to audit all pertinent books and records of Seller to verify compliance with this clause. In all subcontracts for performance of work related to this order, Seller shall include provisions which provide to Buyer the same rights and protections provided in this clause.

    2. Information Developed by Seller – Information, ideas and data developed by Seller under or in the course of performing this order for Buyer shall be owned by and disclosed to Buyer and such information and ideas shall be treated as proprietary information in accordance with the provisions of paragraph a. hereof. In the event of conflict with the Government Data clauses incorporated by reference elsewhere herein as to ownership of data, the Government clause(s) shall prevail.

17. DUTY TO PROCEED

    Except as expressly authorized in writing by Buyer, no failure of Seller and Buyer to reach any agreement provided for by the terms of this order shall excuse the Seller from proceeding diligently with the performance of this order.

18. TOXIC, HAZARDOUS OR CARCINOGENIC SUBSTANCES

    Seller warrants that each chemical substance delivered under this order is on the Inventory List (see 40 C.F.R. §710) published by the Environmental Protection Agency pursuant to the Toxic Substances Control Act (15 U.S.C. §2601 et seq.) at the time of such delivery. If Seller provides a product under this order which contains a toxic or hazardous substance as identified under Occupational Safety and Health Standards, 29 C.F.R. §1910.20 or 29 C.F.R. §1910.1000 et seq. (subpart Z), or a carcinogenic substance, or requires a Material Safety Data Sheet, then Seller shall provide Buyer with a Material Safety Data Sheet (OSHA Form 20 or equivalent), and any other information required by applicable law with the initial shipment of the product and when a change in formulation occurs. Seller shall label each container of such products in a clearly legible and conspicuous form, stating that a toxic or hazardous substance is contained therein, and providing Buyer with a copy of any restrictions on handling or use.

19. REPORT ON FOREIGN SOURCES

    Upon Buyer’s request the Seller shall report all subcontract sources hereunder outside the USA, including the name and location of each such source, amounts paid and committed thereto and identification of the goods or services procured. The Seller shall require its subcontractors, including those at all lower tiers, to maintain records of the above information.

20. INTERPRETATION

    It shall be the obligation of Seller to exercise due diligence to discover and to bring to the attention of Buyer at the earliest possible time any ambiguities, discrepancies, inconsistencies, or conflicts herein or in or between any specifications, drawings, or other documents attached hereto or incorporated by reference herein. Ambiguities, inconsistencies, or conflicts in this order will not be strictly construed against the drafter of the contract language; rather, they shall be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intentions of the parties at the time of contracting.

21. PARTIAL INVALIDITY

    If in any instance any provision of this order shall be determined to be invalid or unenforceable under any applicable law, such provision shall not apply in such instance, but the remaining provisions shall be given effect in accordance with their terms.

22. WAIVER

    Buyer’s failure to insist on performance of any of the terms or conditions herein or to exercise any right or privilege or Buyer’s waiver of any breach hereunder shall not thereafter waive any such terms, conditions, or privileges or any other terms, conditions, or privileges, whether of the same or similar type.

23. ATTORNEY FEES

    In the event Buyer should bring an action for enforcement of the terms and conditions of this order, Seller agrees that Buyer shall be entitled to award of its reasonable attorney’s fees and court costs associated with such enforcement proceedings.

24. APPLICABLE LAW AND FORUM

    This order shall be interpreted in accordance with the plain English meaning of its terms and the construction thereof shall be governed by the laws of the state of Connecticut, USA. Services shall be deemed to be goods for the purposes of this Article (i.e., the application of governing law). The Federal Common Law of Government contracts shall provide meaning and definition to the terms used herein. Buyer may, but is not obligated to, bring any action or claim relating to or arising out of this order in the appropriate state or federal court in Connecticut, and Seller hereby irrevocably consents to personal jurisdiction and venue in any such court, hereby appointing the Secretary of State as agent for receiving service of process. Any action or claim by Seller with respect hereto shall also be brought in such appropriate state or federal court in Connecticut, if Buyer so elects. Accordingly, Seller shall give written notice to Buyer of any such intended action or claim, including the intended venue thereof, and shall not commence such action or claim outside of Connecticut if Buyer, within thirty (30) days from receipt thereof, makes its election as aforesaid.

25. CAPTIONS

    Captions, as used herein, are for convenience of reference only and shall not be construed to limit or extend the language of the provisions to which such captions may refer.

26. CUMULATIVE REMEDIES

    The rights and remedies herein reserved to Buyer shall be cumulative and additional to any other or further rights and remedies provided in law or equity.

27. RELEASE OF NEWS INFORMATION AND ADVERTISING

    Seller shall not make any news release of information pertaining to this order without prior written approval of Buyer.

28. PRICE WARRANTY

    Seller warrants that the prices for the goods or services sold Buyer hereunder are not less favorable than those currently extended to any other customer for the same or similar goods or services in similar quantities. In the event Seller reduces its price for such goods or services during the term of this order, Seller agrees to reduce the prices hereof correspondingly. Seller warrants that prices shown on this order shall be complete, and no additional charges of any type shall be added without Buyer’s express written consent. Such additional charges include, but are not limited to, shipping (if FOB, OP or SP/FA), packaging, labeling, custom duties, taxes, storage, insurance, boxing, and crating.

29. DELIVERY

    Time is of the essence of this order, and if delivery of items or rendering of services is not completed by the time promised, Buyer reserves the right without liability in addition to its other rights and remedies to terminate this order by notice effective when received by Seller as to items not yet shipped or services not yet rendered and to purchase substitute items or services elsewhere and charge Seller with any loss incurred. Substitutions will not be accepted.

30. ANTI-KICKBACK PROCEDURES
    1. Seller represents and warrants to Buyer that neither Seller (including any of its officers, partners, employees or agents) nor any Subcontractor below Seller or Subcontractor employee has or will (i) provide (d) or attempt (ed) to provide or offer (ed) to provide any kickback; (ii) solicit (ed), accept (ed), or attempt (ed) to accept any kickback; or (iii) include (d), directly or indirectly, the amount of any kickback in the price applicable to this purchase order or in the subcontract price charged by any subcontractor to a higher tier subcontractor. In addition, the clause set forth in FAR 52.203-7 "Anti-Kickback Procedures" is incorporate herein by reference.

    2. Seller’s Indemnification of Buyer - In addition to any other remedies that Buyer may have, Seller shall indemnify and hold harmless Buyer from and against any loss or damage, including, without limitation Buyer’s costs, attorney’s fees, or any fines or penalties assessed against Buyer, resulting from a violation of the Anti-Kickback Act of 1986 by Seller (including any of its officers, partners, employees, or agents); or by any Subcontractor below Seller or Subcontractor employees.

31. INDEMNIFICATION AND HOLD HARMLESS
    1. To the fullest extent permitted by law, Seller shall hold defend, harmless and indemnify Buyer from and against all claims, liabilities (including environmental liabilities) and costs (including attorney’s fees), however arising and whether based on contract, tort, strict liability, negligence, breach of warranty, defect in design, material, workmanship or services, statute, or any other theory, arising from, based upon, or connected with the performance of this order by Seller, Seller’s agents or subcontractors.

    2. Notwithstanding the above provision, Buyer shall have the right, at its own election, and without releasing any obligation, liability, or undertaking of Seller to indemnify Buyer hereunder, to (i) cooperate in the defense of such claim, (ii) with permission of the court, to intervene in any such suit or action and (iii) supersede Seller in the defense of any such claims, suits actions, or legal proceedings.

    3. Seller further agrees to (i) promptly pay the settlement or judgment pertaining to all such claims, suits, actions or legal proceedings; to hold harmless and indemnify Buyer therefrom, (ii) promptly pay the costs of attorneys' fees or other expenses incurred in any such defense either by Seller and/or Buyer, and to hold harmless and indemnify Buyer therefrom.

    4. Seller agrees that in any instance where such claims in any way affect Buyer's interests under a Purchase Order or otherwise, Seller shall not consummate any settlement without Buyer's prior written consent.

    5. Seller's covenant of indemnity herein shall continue in full force and effect notwithstanding the termination of a Purchase Order.

32. ORDER OF PRECEDENCE

    Any inconsistency or ambiguity in this order shall be resolved by giving precedence in the following order: (i) handwritten or typewritten changes expressly agreed to by the parties; (ii) handwritten or typewritten changes made by Buyer on the face of the Purchase Order; (iii) these Purchase Order Terms and Conditions and any amendments hereto, (iv) specifications, work statements, quality requirements, engineering drawings, and other documents incorporated by reference into the order, (v) FAR and DFAR clauses incorporated by reference into the order; unless a contrary intention is expressly indicated.

33. ELECTROSTATIC DISCHARGE CONTROL REQUIREMENTS

    Sellers of electrical and electronic parts, assemblies and equipment (parts) shall determine if any parts supplied to Buyer are electrostatic discharge (ESD) sensitive and apply the following conditions: Sellers of ESD sensitive electrical and electronic parts shall design, manufacture, and test these parts using good commercial ESD control practices when testing, fabricating, and repairing parts. Electrical and electronic parts supplied to Buyer which are susceptible to ESD damage as delivered shall be properly handled and packaged to prevent ESD damage. Packages containing electrostatic discharge sensitive (ESDS) parts shall be marked with an appropriate caution label.

34. SUSPENSION AND DEBARMENT

    Seller shall promptly notify Buyer if Seller is suspended, debarred, or proposed for suspension or debarment. If a Seller fails to so notify Buyer, then as required under Article 31 herein Seller shall indemnify and hold Buyer harmless against any loss or damage suffered by Buyer as a result of its issuing any subcontracts to Seller after such notice should have been given.

35. EXPORT CONTROL

    Seller agrees to comply with the Export Laws and Regulations of the United States and represents and warrants that it will limit the disclosure of technical data contained in or made available in connection with a solicitation or an order to only such people and entities as permitted by such laws (including, by way of example only, 22 C.F.R. § 121 et. seq. and 15 C.F.R. § 768, et. seq.). Compliance with Export Laws and Regulations does not relieve Seller of its obligations under any Proprietary Information agreement agreement between the Parties (including the clause entitled "Confidential Disclosure" hereof) restricting the disclosure of information.

36. OFFSET CREDIT

    Buyer may use all or any part of the value of its purchase order(s) with Seller for offset purposes; including but not limited to, (i) fulfilling Buyer’s offset or industrial benefit obligations, (ii) transferring offset credits granted as a result of such purchase order(s) to third parties, and (iii) retaining credits granted for use in satisfying future offset obligations.

37. CERTIFICATIONS

    U.S. Government required representations and certifications made by Seller in connection with this order, including all certifications submitted by Seller with its offer, are incorporated by reference herein.

38. ENTIRE AGREEMENT

    This Agreement, any attachments hereto and any documents or clauses incorporated by reference constitute the entire agreement between the parties concerning the subject matter hereof and supersedes any proposal or prior agreement, oral or written, and any other communication and, except as expressly provided for herein, may only be modified in a writing signed by both parties.

39. FAR AND DOD FAR SUPPLEMENT CLAUSES
    1. The following Federal Acquisition Regulation (FAR) and DOD FAR Supplement (DFARS) clauses in effect and as modified by Federal Acquisition Circulars and Defense Acquisition Circulars, respectively, at the date of the Government prime contract are hereby incorporated by reference and made a part hereof with the same force and effect as if they were given in full text. Seller hereby acknowledges that he has in his possession or is otherwise familiar with all of the clauses and provisions incorporated herein by reference, and agrees to perform this order in accordance with the provisions of such referenced clauses and other provisions of this order.

    2. Wherever necessary to make the context of the FAR and DFARS clauses applicable to this order, the term "Contractor" shall mean Seller, the term "Contract" shall mean this order, and the term "Government", "Contracting Officer" and equivalent phrases shall mean Buyer and/or Buyer’s purchasing representative, except the terms "Government" and "Contracting Officer" do not change: (1) in the phrases "Government Property", "Government-furnished property", and "Government-owned property", (2) in the patent clauses incorporated herein, (3) when a right, act, authorization or obligation can be granted or performed only by the Government or the prime contract Contracting Officer or his duly authorized representative, (4) when title to property is to be transferred directly to the Government, (5) when access to proprietary financial information or other proprietary data is required except as provided in Article 12 hereof, and (6) where specifically modified herein and provided, further, that all references to the clause entitled "Disputes" shall be deemed deleted. If there is a conflict between or addition to a clause in effect on the effective date of this order and a clause of the prime contract, the prime contract clause shall govern.

    a.
    FAR 52.203-3	Gratuities
    FAR 52.203-5	Covenant Against Contingent Fees ("Government" means UTRC in paragraph (a).)
    FAR 52.203-10	Price or Fee Adjustment for Illegal or Improper Activity (If the price of Buyer’s contract with its customer is reduced for a violation of the procurement integrity provisions of the Office of Federal Procurement Policy Act (41 U.S.C. § 423) and if the violation is by Seller or otherwise attributable to Seller, then Seller will indemnify and hold Buyer harmless. This indemnity will survive closeout of this purchase order.)
    FAR 52.203-12	Limitation on Payments to Influence Certain Federal Transactions (For purposes of the "Disclosure" section, the word "Contractor" will be deemed to mean "Seller")
    FAR 52.204-2	Security Requirements (Applicable if this order involves access to classified information. Any reference to the "Changes" clause in the context of this clause is hereby deleted.)
    FAR 52.204-4	Printing/Copying Double-Sided on Recycled Paper
    FAR 52.208-8	Helium Requirement Forecast and Required Sources for Helium
    FAR 52.211-5	Material Requirements ("Contracting Officer" means Buyer’s Purchasing Representative and "Government" means Buyer in the last two sentences of the clause.)
    FAR 52.211-15	Defense Priority and Allocation Requirements
    FAR 52.215-2	Audit and Records – Negotiation
    FAR 52.215-10	Price Reduction for Defective Cost or Pricing Data ("Contractor" means Seller and "Contracting Officer" means UTRC)
    FAR 52.215-11	Price Reduction for Defective Cost or Pricing Data - Modifications ("Contractor" means Seller and "Contracting Officer" means UTRC)
    FAR 52.215-15	Termination of Defined Benefit Pension Plans ("Contractor" means "Supplier". "Contracting Officer and Government" means Buyer. Applicable if submission of certified cost or pricing data is required for this order.)
    FAR 52.215-17	Waiver of Facilities Capital Cost of Money (Applicable if the price(s) of this order does not include facilities capital cost of money.)
    FAR 52.215-19	Notification of Ownership Changes ("Contractor" means "Supplier". Contracting Officer and Government" means Buyer. Applicable if submission of certified cost or pricing data is required for this order.)
    FAR 52.219-8	Utilization of Small, Small Disadvantaged and Women-Owned Small Business Concerns
    FAR 52.222-1	Notice to the Government of Labor Disputes ("Contracting Officer" means "UTRC’s Purchasing Representative".)
    FAR 52.222-3	Convict Labor
    FAR 52.222-20	Walsh-Healy Public Contracts Act (If this order is greater than $10,000)
    FAR 52.222-21	Certification of Non-segregated Facilities
    FAR 52.222-26	Equal Opportunity (Paragraphs (b) (1) through (b) (11))
    FAR 52.222-35	Affirmative Action for Special Disabled and Vietnam Era Veterans (If this order is greater than $10,000)
    FAR 52.222-36	Affirmative Action for Handicapped Workers
    FAR 52.222-37	Employment Reports on Special Disabled Veterans and Veterans of the Vietnam Era (If this order is greater than $10,000)
    FAR 52.222-41	Service Contract Act of 1965, as Amended
    FAR 52.223-3	Hazardous Material Identification and Material Safety Data, - Alternate I
    FAR 52.223-11	Ozone-Depleting Substances
    FAR 52.225-3	Buy American Act – Supplies
    FAR 52.225-11	Restrictions on Certain Foreign Purchases ("Contracting Officer" means Buyer.)
    FAR 52.225-18	European Union Sanction for End Products
    FAR 52.227-1	Authorization and Consent, (Alternate I applies if this order is for R&D or exclusively for experimental work.)
    FAR 52.227-9	Refund of Royalties (Applicable if the amount of royalties reported during negotiations of the order exceeds $250.)
    FAR 52.227-10	Filing and Patent Applications - Classified Subject Matter (Applicable if patent application contains classified subject matter.)
    FAR 52.227-14	Rights in Data – General
    FAR 52.227-16	Additional Data Requirements
    FAR 52.229-3	Federal, State, and Local Taxes ("Government" means UTRC and "Contracting Officer" means UTRC’s Purchasing Representative.)
    FAR 52.229-4	Federal, State, and Local Taxes (Noncompetitive Contract) ("Government" means UTRC and "Contracting Officer" means UTRC’s Purchasing Representative.)
    FAR 52.229-5	Taxes - Contracts Performed in U.S. Possessions or Puerto Rico
    FAR 52.232-7	Payments Under Time-and-Materials and Labor-Hour Contracts (Applicable when subcontract is of a Time-and-Material Nature)
    FAR 52.232-17	Interest
    FAR 52.233-3	Protest After Award
    FAR 52.242-15	Stop Work Order (Except in paragraph b.2 "30 days" shall read "15 days")
    FAR 52.243-6	Change Order Accounting (Applicable when estimated cost of a change or series of related changes exceeds $100,000.)
    FAR 52.244-1	Subcontracts (Fixed-Price Contracts) (In paragraph (e), none unless otherwise indicated)
    FAR 52.244-5	Competition in Subcontracting
    FAR 52.244-6	Subcontracts for Commercial Items and Commercial Components
    FAR 52.245-2	Government Property (Fixed Price Contracts)
    FAR 52.245-17	Special Tooling
    FAR 52.245-18	Special Test Equipment
    FAR 52.246-2	Inspection of Supplies – Fixed Price
    FAR 52.246-16	Responsibility for Supplies
    FAR 52.246-23	Limitation of Liability (The term "Government" shall mean only the U.S. Government and shall not mean UTRC, and the term "Government acceptance" shall mean U.S. Government acceptance of end items, incorporating supplies delivered hereunder [to the same extent as may be applicable under the Government Prime Contract under which the order has been placed].)
    FAR 52.246-25	Limitation of Liability - Services (The term "Government" shall mean only the U.S. Government and shall not mean UTRC, and the term "Government acceptance" shall mean U.S. Government acceptance of services performed hereunder [to the same extent as may be applicable under the Government Prime Contract under which the order has been placed].)
    FAR 52.247-55	FOB Point for Delivery of Government Furnished Property (When Government-furnished property is involved and the Government is responsible for transportation arrangements and costs.)
    FAR 52.247-63	Preference for U.S. - Flag Carriers (Applicable if this order involves international air transportation.)
    FAR 52.247-64	Preference for Privately-Owned U.S. - Flag Commercial Vessels - Alternate I (Applicable if this order involves ocean transportation of supplies.)
    FAR 52.249-2	Termination for Convenience of the Government (Fixed Price) (In paragraph (c), change "120" to "90". In paragraph (e), change "1 year" to "4 months". In paragraph (l), change "90" to "45". "Government means UTRC and "Contracting Officer" means "UTRC’s Purchasing Representative."
    FAR 52.249-8	Default (Fixed-Price Supply and Service) ("Government means UTRC and "Contracting Officer means UTRC’s Purchasing Representative.
    DFAR 252-203-7001	Special Prohibition on Employment
    DFAR 252-204-7000	Disclosure of Information
    DFAR 252-209-7000	Acquisition from subcontractors subject to on-site inspection under the Intermediate-Range Nuclear (INF) Treaty
    DFAR 252-217-7003	Changes
    DFAR 252-223-7002	Safety Precautions for Ammunition and Explosives (Seller shall allow authorized Government safety representatives access to evaluate Seller’s safety programs, implementation and facilities as determined necessary. Upon direction from Buyer and without being under any liability to the Seller, Seller shall cease performance of this order as a result of a uncorrected or recurring safety deficiency potentially causing an imminent hazard to DOD personnel, property or contract performance.)
    DFAR 252-223-7003	Changes in Place and Performance – Ammunition and Explosives
    DFAR 252-223-7004	Drug-free Work Force
    DFAR 252-223-7005	Hazardous Waste Liability
    DFAR 252-223-7006	Prohibitions on Storage and Disposal of Toxic and Hazardous Materials
    DFAR 252-225-7001	Buy American Act and Balance of Payments Program
    DFAR 252-225-7002	Qualifying Country Sources as Subcontractors
    DFAR 252-225-7006	Buy American Act – Trade Agreements Act – Balance of Payments Certificate
    DFAR 252-225-7007	Buy American Act – Trade Agreements Act – Balance of Payments Program
    DFAR 252-225-7009	Duty Free Entry – Qualifying Country (End Products and Components)
    DFAR 252-225-7010	Duty Free Entry – Additional Provisions
    DFAR 252-225-7014	Preference for Domestic Specialty Metals – Alt I
    DFAR 252-225-7015	Preference for Domestic Hand or Measuring Tools
    DFAR 252-225-7016	Restriction on Acquisition of Ball and Roller Bearings
    DFAR 252-225-7025	Restrictions on Acquisition of Forgings
    DFAR 252-225-7028	Exclusionary Policies and Practices of Foreign Governments
    DFAR 252-225-7030	Restrictions on Acquisition of Carbon, Alloy and Armor Steel Plate
    DFAR 252-227-7013	Rights in Data – Noncommercial Items
    DFAR 252-227-7014	Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation
    DFAR 252.227-7016	Rights In Bid or Proposal Information
    DFAR 252.227-7019	Validation of Asserted Restrictions – Computer Software
    DFAR 252-227-7020	Rights in Special Works
    DFAR 252-227-7021	Rights in Data – Existing Works
    DFAR 252.227-7027	Deferred Ordering of Technical Data or Computer Software
    DFAR 252.227-7030	Technical Data – Withholding of Payment
    DFAR 252.227-7036	Certification of Technical Data Conformity
    DFAR 252.227-7037	Validation of Restrictive Markings on Technical Data
    DFAR 252.228-7005	Accident reporting and Investigation Involving Aircraft Missiles and Space Launch Vehicles
    DFAR 252.231-7000	Supplemental Cost Principles
    DFAR 252.235-7002	Animal Welfare
    DFAR 252.235-7003	Frequency Authorization
    DFAR 252.239-7016	Telecommunications Security Equipment, Devices, Techniques & Services
    DFAR 252.246-7001	Warranty of Data
    DFAR 252.247-7023	Transportation of Supplies by Sea

    b. to the same extent as may be applicable under the Government prime contract under which this order is placed
    FAR 52.209-1	Qualification Requirements
    FAR 52.224-2	Privacy Act
    FAR 52.225-10	Duty Free Entry
    FAR 52.228-5	Insurance Work on a Government Installation

    c. if this is a Cost Reimbursement subcontract
    FAR 52.216-7	Allowable Cost and Payment
    FAR 52.216-8	Fixed Fee (Applicable to cost-plus-fixed fee subcontracts other than a facilities or construction subcontract.)
    FAR 52.222-2	Payment for Overtime Premiums (Zero dollars in paragraph (a) unless otherwise shown in order.)
    FAR 52.228-7	Insurance – Liability to Third Parties
    FAR 52.232-20	Limitation of Cost (Applicable if this order is fully funded.)
    FAR 52.232-22	Limitation of Funds (Applicable if this order is incrementally funded.)
    FAR 52.233-3	Protest After Award – Alt I
    FAR 52.242-1	Notice of Intent to Disallow Costs
    FAR 52.242-3	Penalties for Unallowable Costs
    FAR 52.242-15	Stop Work – Alternate I (Except "30 days" shall read "15 days")
    FAR 52.244-2	Subcontracts (Cost Reimbursement and Letter Contracts) - Alternate I
    FAR 52.245-5	Government Property (Cost Reimbursement Time and Material or Labor Contracts) (Except that paragraph (g), Limited Risk of Loss, is deleted and paragraph (g) Risk of Loss of the basic clause 52.245-2 is substituted).
    FAR 52-246-3	Inspection of Supplies – Cost Reimbursement
    In addition, if this is a Cost Reimbursement subcontract, delete the following:
    FAR 52.227-9	Refund of Royalties
    FAR 52.229-3	Federal, State, and Local Taxes
    FAR 52.229-5	Taxes – Contracts Performed in U.S. Possessions or Puerto Rico
    FAR 52.244-1	Subcontracts (Fixed Price Contracts)
    FAR 52.245-2	Government Property (Fixed Price) (See paragraph 9.)
    FAR 52.246-2	Inspection of Supplies – Fixed Price
    FAR 52.246-16	Responsibility of Supplies

    d. if a purpose of this order is the conduct of experimental, developmental or research work
    FAR 52.227-11	Patent Rights - Retention by the Contractor (Short Form) (Applicable if this order is with a small business or nonprofit organization.)
    FAR 52.227-12	Patent Rights - Retention by the Contractor (Long Form)
    FAR 52.227-13	Patent Rights – Acquisition by the Government
    FAR 52.246-7	Inspection of Research and Development – Fixed Price (If this a fixed price order)
    FAR 52.246-8	Inspection of Research and Development – Fixed Price (If this a cost reimbursable order)

    e. if this order is for $100,000 or more
    FAR 52.203-6	Restrictions on Subcontractors Sales to the Government
    FAR 52.203-7	Anti-Kickback Procedures
    FAR 52.203-11	Certification and Disclosure Regarding payments to Influence Certain Federal Transactions
    FAR 52.215-14	Integrity of Unit Prices (Alternate I)
    FAR 52.222-4	Contract Work Hours and Safety Standards Act - Overtime Compensation (Buyer may withhold or recover from Supplier any sums the Contracting Officer withholds or recovers from Buyer because of a violation of this clause by Seller or Seller’s subcontractor.)
    FAR 52.223-2	Clean Air and Water
    FAR 52.223-6	Drug Free Work Place
    FAR 52.227-2	Notice and Assistance Regarding Patent and Copyright Infringement
    FAR 52.242-13	Bankruptcy
    FAR 52.244-5	Competition in Subcontracting
    FAR 52.248-1	Value Engineering ("Contracting Officer" means "UTRC’s Purchasing Representative" except in paragraph (j) sentence 3. "Government" means "UTRC" in paragraphs (e) (1), (e) (2), (g) (4), and (i) (4), and means Government and UTRC in paragraph (m), sentence 1 and in sentence 2 of the legend. Replace the share percentage figures in paragraphs (f) and (j) with those the parties agree upon.)

    f. if this order is for $500,000 or more
    DFAR 252-219-7003	Small, small disadvantaged and women owned small business subcontracting plan (DOD contracts)
    FAR 52.215-12	Subcontractor Cost or Pricing Data
    FAR 52.215-13	Subcontractor Cost or Pricing Data - Modifications
    FAR 52.215-18	Reversion or Adjustment of Plans for Postretirement Benefits Other Than Pensions (PRB) ("Contractor" means "Supplier". "ACO" means Buyer. Applicable if submission of certified cost or pricing data is required for this order.)
    FAR 52.215-19	Notification of Ownership Changes
    FAR 52.215-20	Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data - Modification
    FAR 52.219-9	Small, Small Disadvantaged and Women-Owned Small Business Subcontracting Plan (Applicable if Supplier is other than a small business concern.)
    FAR 52.230-2	Cost Accounting Standards (Excluding paragraph (b). Supplier shall communicate and otherwise deal directly with the Contracting Officer to the extent practicable and permissible as to all matters relating to Cost Accounting Standards. Supplier shall provide UTRC with copies of all communications between Supplier and the Contracting Officer respecting this clause, and FAR 52.230-6 Administration of Cost Accounting Standards, provided Supplier shall not be required to disclose to UTRCI such communications containing information which is privileged and confidential to the Supplier. In addition to any other remedies provided by law or under this order, Supplier agrees to indemnify and hold UTRC harmless to the full extent of any loss, damage, or expense (including profit) if UTRC is subjected to any liability as the result of a failure of the Supplier or its lower-tier subcontractors to comply with requirements of this clause or clause FAR 52.230-6.)
    FAR 52.230-3	Disclosure and Consistency of Cost Accounting Practices (Excluding paragraph (b). Supplier shall communicate and otherwise deal directly with the Contracting Officer to the extent practicable and permissible as to all matters relating to Cost Accounting Standards. Supplier shall provide UTRC with copies of all communications between Supplier and the Contracting Officer respecting this clause.)
    FAR 52.230-6	Administration of Cost Accounting Standards (Provided Supplier shall not be required to disclose to UTRC such communications containing information which is privileged and confidential to the Supplier. In addition to any other remedies provided by law or under this order, Supplier agrees to indemnify and hold UTRC harmless to the full extent of any loss, damage, or expense (including profit) if UTRC is subjected to any liability as the result of a failure of the Supplier or its lower-tier subcontractors to comply with the requirements of this clause.)