SP005F4/06
P734 Supplemental Terms and Conditions (Apr 2006)
[Applicable to Fixed-Priced Type Subcontracts using CORP DOC 3]
A.GOVERNMENT SUBCONTRACT
This Contract is entered into by the parties in support of a U.S. Government Contract.
As used in the Special Program clauses referenced below and otherwise in this Contract:
1.“Commercial Item” means a commercial item as defined in FAR 2.101.
2.“Contract” means this contract.
3.“Contracting Officer” shall mean the U.S. Government Contracting Officer for LOCKHEED MARTIN’s government prime contract under which this Contract is entered.
4.“Contractor” and “Offeror” means the SELLER acting as the immediate (first-tier) subcontractor to LOCKHEED MARTIN.
5.“Prime Contract” means the contract between LOCKHEED MARTIN and the U.S. Government or between LOCKHEED MARTIN and its higher-tier contractor who has a contract with the U.S. Government.
6.“Subcontract” means any contract placed by the Contractor or lower-tier subcontractors under this Contract.
B.NOTES
1.Substitute "LOCKHEED MARTIN" for "Government" or “United States” throughout this clause.
2.Substitute "LOCKHEED MARTIN Procurement Representative" for "Contracting Officer”, “Administrative Contracting Officer”, and “ACO” throughout this clause.
3.Insert “and LOCKHEED MARTIN” after “Government” throughout this clause.
4.Insert “or LOCKHEED MARTIN” after “Government” throughout this clause.
- Communication/notification required under this clause from/to the SELLER to/from the Contracting Officer shall be through LOCKHEED MARTIN.
- Insert “and LOCKHEED MARTIN” after “Contracting Officer” throughout the clause.
- Insert “or LOCKHEED MARTIN Procurement Representative” after “Contracting Officer” throughout the clause.
- The following FAR Clauses apply to this contract:
Clause No. Clause Description
FAR 52.203-8Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity (JAN 1997)
FAR 52.203-10Price or Fee Adjustment for Illegal or Improper Activity
(JAN 1997)
FAR 52.227-16Additional Data Requirements (JUN 1987)
In this clause “Contracting Officer” means “Lockheed Martin and the Contracting Officer” and in the 1st sentence of paragraph (a) replace “52.227-14, Rights in Data-General” with “G52.227-002, Rights in Technical Data and Computer Software: Noncommercial Items (JAN 2004)” (Applicable whenever data will be produced)
FAR 52.232-17Interest (JUN 1996)
FAR 52.232-24Prohibition on Assignment of Claims (JAN 1986)
FAR 52.222-39Notification of Employee Rights Concerning Payment of Union Dues or Fees (DEC 2004)
FAR 52.223-3 Hazardous Material Identification and Material Safety Data (JAN 1997) (Alternate I)(JUL 1995)
FAR 52.239-1Privacy or Security Safeguards (AUG 1996) (Only Applicable if subcontract is for information technology which require security of information technology, and/or are for the design, development, or operation of a system of records using commercial information technology services or support services)
FAR 52.245-19Government Property Furnished “As Is” (APR 1994) (Only Applicable if Government Property will be provided on an “As Is” basis)
D.The following Supplemental Program clauses apply to this Contract:
Clause No. Clause Description
G52.203-002Prohibition on Persons Convicted of Fraud or Other Defense-Contract-Related Felonies (MAY 2003)
G52.203-003Personal Conduct (MAY 2003) (Note 4 applies)
G52.204-003 Special Notification And Approval Requirements (JUN 2003) (Notes 5 & 6 apply)
G52.209-002Disclosure Of Foreign Ownership, Control, Or Influence (SEP 2003)
G52.209-003 Organizational Conflict of Interest Certification (SEP 2003)
G52.209-005Protection of Information (SEP 2003)
G52.209-006Enabling Clause for Prime and Support Contract Relationships (SEP 2003)
G52.211-001Use of the Metric System Of Measurement (APR 2004)
G52.215-003Intention to Use Consultants (JAN 2005)
G52.215-014Cost Estimating System Requirements (JAN 2005)(Applies to Subcontracts over $550,000 where cost and pricing data are provided)
G52.219-001Utilization of Small Business Concerns (OCT 2003)
G52.219-002Small Business Subcontracting Plan (OCT 2003) Alt I (OCT 2003) (Note 2 applies)
G52.223-001Hazard Warning Labels (JAN 2004)
D.The following Supplemental Program clauses apply to this Contract:
Clause No. Clause Description
G52.223-003Change In Place of Performance-Ammunition And Explosives (JAN 2004) (Note 7 applies)
G52.223-005 Prohibition On Storage And Disposal Of Toxic And Hazardous Materials (JAN 2004) (Note 7 applies)
G52.223-006Contractor Compliance with Environmental Safety and Health, and System Safety Requirements (OCT 1997) (Note 7 applies)
G52.223-007 Elimination of Ozone Depleting Substances (ODS) (APR 2004) (Note 1 applies)
G52.227-001Technical Data and Computer Software: Commercial Items (JAN 2004)
G52.227-002Rights In Technical Data and Computer Software: Noncommercial Items (JUL 2005)
G52.227-003Validation of Restrictive Markings on Technical Data and Computer Software (JAN 2004)
G52.227-005Limitations On The Use Or Disclosure Of Government-Furnished-Information Marked With Restrictive Legends (JAN 2004)
G52.227-006Technical Data and Computer Software Previously Delivered to the Government (JAN 2004)
G52.227-007Rights in Bid or Proposal Information (JAN 2004)
G52.227-009Deferred Delivery of Technical Data Or Computer Software (MAY 2005)
G52.227-010Deferred Ordering of Technical Data Or Computer Software (MAY 2005)
G52.227-011Technical Data and Computer Software: Withholding of Payment (MAY 2005) (Notes 1 and 2 apply to (a). Note 4 applies to (b))
G52.227-015Data Requirements (JAN 2004)
G52.228-003Accident Reporting And Investigation Involving Aircraft, Missiles, And Space Launch Vehicles (JAN 2004) (Note 5 applies)
G52.231-001Supplemental Cost Principles (JAN 2004)
G52.231-003Training and Education Costs (JAN 2004)
G52.231-004Prohibition on Contractor Acquisition of Personal Property for Use By Government Employees (JUL 2004) (Note 5 applies)
G52.245-001Contract Accountable Government Property: Responsibilities, Use, Reporting, and Administration (JUL 2004) (Note 6 applies)
G52.245-003Use of Government Owned Property (JUL 2004)
G52.203-002Prohibition on Persons Convicted of Fraud or Other Defense-Contract-Related Felonies (MAY 2003)
(a) The provisions of 10 U.S.C. 2408 apply to this contract.
(b) In addition to the criminal penalties contained in 10 U.S.C. 2408, the Government may consider other available remedies, such as:
(1) Suspension or debarment;
(2) Cancellation of the contract at no cost to the Government; or
(3) Termination of the contract for default.
(c) The contractor may submit written requests to the Contracting Officer for waiver of 10 U.S.C. 2408 prohibitions. Requests shall clearly identify—
(1) The person involved;
(2) The nature of the conviction and resultant sentence or punishment imposed;
(3) The reasons for the requested waiver; and
(4) An explanation of why a waiver is in the interest of national security.
(d) The contractor agrees to include the substance of this clause, appropriately modified to reflect the identity and relationship of the parties, in all first-tier subcontracts exceeding the simplified acquisition threshold in Part 2 of the FAR, except those for commercial items or components.
(e) Pursuant to 10 U.S.C. 2408(c), defense contractors and subcontractors may obtain information as to whether a particular person has been convicted of fraud or any other felony arising out of a contract with the DoD by contacting the Office of Justice Programs, Denial of Benefits Office, U.S. Department of Justice, telephone (202) 616-3507.
G52.203-003Personal Conduct (MAY 2003)
(a) The Contractor, its employees, and its subcontractors shall comply with the conduct requirements in effect at the Government’s work site. The Contracting Officer reserves the right to exclude or remove from the work site any employee of the contractor or of a subcontractor whom the Government deems careless, uncooperative, or whose continued employment on the work site is deemed by the Government to be contrary to the public interest.
(b) The Contractor shall inform its employees that the Government has a zero tolerance policy for harassing behavior. Any Contractor or subcontractor employee determined by the Government to have engaged in harassing behavior shall be immediately escorted from the premises and denied further access to the worksite. The Contractor shall emphasize this requirement to its employees.
(c) Exclusion from the worksite under the circumstances described in this clause shall not relieve the Contractor from full performance of the contract, nor will it provide the basis for an excusable delay or any claims against the Government.
G52.204-003 Special Notification And Approval Requirements (JUN 2003)
(a) It is a material condition of this contract that the contractor notify and seek approvals as required in the following situations:
(1) Litigation or Requests for Information Relating to This Contract.
(i) The contractor hereby agrees to immediately give notice to the Contracting Officer of any anticipated or current litigation or request for information from a third party (including individuals, organizations, and federal, state, or local governmental entities) involving or in any way relating to this contract, pertinent subcontracts, or the Government’s relationship with the contractor or subcontractor(s). Said notice shall include all relevant information with respect thereto.
(ii) The Contracting Officer shall have access to and the right to examine any pertinent books, documents, papers, and records of the prime contractor or subcontractor(s) related to any contract litigation.
(2) Utilization of Government Relationship for Publicity, Advertising, or Public Relations Purposes.
(i) The contractor agrees not to use or allow to be used any aspect of this contract for publicity, advertisement, or any other public relations purpose. This prohibition extends to announcements of contract award and of modifications adding value or time to the contract. It is further understood that this obligation shall not expire upon completion or termination of this contract, but will continue until rescinded by the U.S. Government.
(ii) The contractor may request a waiver or release from the Contracting Officer.
(3) Past Performance Information. The contractor may provide past performance information regarding this contract to any Government Contracting Officer supporting a Government source selection without the approval of the Contracting Officer.
(b) The contractor agrees to insert this clause in any subcontract under this contract. In the event of litigation, the subcontractor shall immediately notify the contractor or its next tier subcontractor, as appropriate, of all relevant information with respect to such litigation.
G52.209-002Disclosure Of Foreign Ownership, Control, Or Influence (SEP 2003)
(a) Definitions. As used in this provision:
(1) Effectively owned or controlled means that a foreign entity has the power, either directly or indirectly, whether exercised or exercisable, to control the election, appointment, or tenure of the offeror’s officers or a majority of the offeror’s board of directors by any means, e.g., ownership, contract, or operation of law (or equivalent power for unincorporated organizations).
(2) Foreign entity includes the state and the government of any country (other than the United States and its possessions and trust territories); any political subdivision, agency, or instrumentality thereof; any foreign corporation or other business form; as well as any foreign individual.
(3) Proscribed information means:
(i) Top Secret information;
(ii) Communications Security (COMSEC) information, except classified keys used to operate secure telephone units (STU-IIIs);
(iii) Restricted Data as defined in the U.S. Atomic Energy Act of 1954, as amended;
(iv) Special Access Program (SAP) information; or
(v) Sensitive Compartmented Information (SCI).
(b) Prohibitions on Award. No contract under a national security program may be awarded to a foreign entity if that entity requires access to proscribed information to perform the contract, unless the Government or designee has waived application of 10 U.S.C. 2536(a).
(c) Disclosure. Offerors responding to this Request for Proposal (RFP) are advised that it is the Government’s intent to secure services or equipment from firms which are not under foreign ownership, control, or influence (FOCI) or where any FOCI may, in the opinion of the Government, adversely impact on security requirements. Accordingly, all offerors responding to this RFP are required to certify to the Government that no foreign ownership or controlling interest exists, or to identify the extent of FOCI, by submitting one of the following with their offer:
(1) SF 328 Certificate Pertaining to Foreign Interests; or
(2) FOCI Certification (below) that a current SF 328, submitted within the past five years, is on file with the Government (specify the RFP or contract number for which the form was submitted), and that the representations and certifications contained in that disclosure have not changed.
FOCI CERTIFICATION
The offeror hereby certifies that it has previously submitted an SF 328, Certificate Pertaining to Foreign Interests, to the Government within the past five years in response to Request for Proposal/Contract Number ______[specify solicitation or contract number], and that there have been no changes in ownership status with regard to foreign ownership, control, or influence since the previous submission.
(d) For offers exceeding $5,000,000, the offeror must disclose each commercial transaction that it has conducted with the government of a terrorist country since 28 February 1994.
(e) Reservation of Rights. Notwithstanding the limitations on contracting with an offeror under FOCI, the Government reserves the right to contract with such offerors under appropriate arrangements, when it determines that such contracts will be in the best interest of the Government. Offerors with FOCI issues must submit plans to mitigate the risk of a foreign person obtaining access to classified information.
(f) Flow-down. The offeror agrees to insert this provision in all subcontract solicitations that involve potential access to proscribed information under this solicitation or any contract resulting from this solicitation.
G52.209-003 Organizational Conflict Of Interest Certification (SEP 2003)
(a) The offeror hereby certifies, to the best of its knowledge that:
(1) It is not aware of any facts which would create any actual or potential Organizational Conflicts of Interest relating to the award of this contract, or
(2) It has included information in its proposal, providing all current information bearing on the existence of any actual or potential Organizational Conflicts of Interest.
(b) The offeror is on notice that if the Contracting Officer determines that an actual or potential conflict exists, the offeror shall not receive an award unless the conflict can be avoided, neutralized, mitigated or otherwise resolved to the satisfaction of the Government.
G52.209-005 Protection Of Information (SEP 2003)
(a) It is the Government's intent to ensure proper handling of sensitive planning, budgetary, acquisition, and contracting information that will be provided to, or developed by, the contractor during contract performance. It is also the Government's intent to protect the proprietary rights of industrial contractors whose data the contractor may receive in fulfilling its contractual commitments hereunder.
(b) Accordingly, the contractor agrees that it will not disclose, divulge, discuss, or otherwise reveal information to anyone or any organization not authorized access to such information without the express written approval of the Contracting Officer. The contractor shall require that each of its employees assigned to work under this contract, and each subcontractor and its employees assigned to work on subcontracts issued hereunder, execute nondisclosure agreements acknowledging the above restrictions before providing them access to such information. The contractor shall also require all future company employees, subcontractors, and subcontractor employees needing similar access to such information to execute nondisclosure agreements prior to providing them access to the above identified information. The contractor will make these individual agreements available to the Contracting Officer upon request, and must provide the Contracting Officer an annual listing of all employees who have signed an agreement. These restrictions do not apply to such information after the Government has released it to the contractor community, either in preparation for or as part of a future procurement, or through such means as dissemination at Contractor Industrial Forums.
(c) The contractor further agrees that any source documents furnished by the Government and any contractor documents developed from those source documents in the performance of this contract are the sole property of the Government and will be held in the strictest confidence.
(d) If the work to be performed under this contract requires access to the proprietary data of other companies, the contractor agrees to enter into an agreement with the company that has developed this proprietary information to: (1) protect such proprietary data from unauthorized use or disclosure for as long as the information remains proprietary; and (2) refrain from using the information for any purpose other than support of the Government contract for which it was furnished. The contractor shall provide a properly executed copy of any such agreement(s) to the Contracting Officer. These restrictions are not intended to protect data furnished voluntarily without limitations on its use. Neither are they intended to protect data, available to the Government or contractor, from other appropriate sources without restriction.
(e) The contractor agrees to include in each subcontract a clause requiring compliance by the subcontractor and succeeding levels of subcontractors with the terms and conditions herein.
(f) The contractor agrees to indemnify and hold harmless the Government, its agents, and employees from every claim or liability, including attorneys fees, court costs, and expenses arising out of, or in any way related to, the misuse or unauthorized modification, reproduction, release, performance, display, or disclosure of data with restrictive legends received in performance of this contract by the contractor or any person to whom the contractor has released or disclosed the data.
(g) The contractor further agrees that the Government may periodically review contractor compliance with these provisions or require such self-assessments or additional certifications as the Government deems appropriate.
G52.209-006Enabling Clause for Prime and Support Contract Relationships (SEP 2003)
(a) The Government has or may enter into contracts with one or more of the following companies to provide Contracted Advisory Assistance Services (CAAS) and/or Systems Engineering and Technical Assistance (SETA):
(To be provided separately if applicable)
(b) In the performance of this contract, the contractor agrees to cooperate with the companies listed above (hereinafter referred to as CAAS/SETA’s). Cooperation includes allowing observation of technical activities by appropriate CAAS/SETA technical personnel; discussing technical matters related to this program; responding to invitations from authorized CAAS/SETA personnel to attend meetings; and providing access to technical information and research and development planning data. The contractor shall provide CAAS/SETA personnel access to data such as, but not limited to, design and development analyses; test data and results; equipment and process specifications; procedures, parts, and quality control procedures; records and data; manufacturing and assembly procedures; and schedule and milestone data. CAAS/SETA personnel engaged in general systems engineering and integration efforts are normally authorized access to any technical information pertaining to this contract. However, exceptions, such as the case where the contractor seeks to preclude CAAS/SETA personnel from having access to contractor trade secrets, will be handled on a case-by-case basis prior to its occurrence. If the contractor seeks to limit distribution of data to Government personnel only, the contractor must submit this request in writing to the Contracting Officer.
(c) The contractor further agrees to include in each subcontract a clause requiring compliance by the subcontractor and succeeding levels of subcontractors with the response and access provisions of paragraph (b) above, subject to coordination with the contractor. This agreement does not relieve the contractor of responsibility to manage effectively and efficiently, nor is it intended to establish privity of contract between the Government or CAAS/SETAs and such subcontractors.