Required Flow Down Clauses

FAR/DFAR

Required Flow Down Clauses

1. Government “Flow Down” Contract Provisions. The term “FAR” and “DFAR,” when used in the following provisions, means the cited portion of the Federal Acquisition Regulations and Defense Federal Acquisition Regulations (which can be found at: http://farsite.hill.af.mil/). Subject to the interpretation rules set forth in Section 2 below, and only as applicable to this Subcontract and the Subcontractor, the following FAR and DFAR clauses and provisions are incorporated by reference in this Subcontract with the same force and effect as if they were given in full text (“FAR Flow Down Provisions”), clauses that do not apply to this subcontract and subcontract type are self-deleting:

FAR Clause, Title, and Date of Clause

· 52.203-6 Restrictions on Subcontractor Sales to the Government – Sep 2006 (for contracts of $150k+)

· 52.203-7 Anti-Kickback Procedures – May 2014 (for $150k+)

· 52.203-12 Limitation on Payments to Influence Certain Federal Transactions – Oct 2010 (for $150k+)

· 52.203-13 Contractor Code of Business Ethics and Conduct – Apr 2010 (for $5.5M+)

· 52.203-14 Display of Hotline Posters – Dec 2007 (for $5M+)

· 52.203-17 Contractor Employee Whistleblower Rights and Requirements to Inform Employees of Whistleblower Rights – Apr 2014 (for $150k+)

· 52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards – Jul 2013 ($25k+)

· 52.209-6 Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment – Aug 2013 ($30k+)

· 52.215-14 Integrity of Unit Prices – Oct 2010 (for $150k+)

· 52.219-8 Utilization of Small Business Concerns – Jan 2011

· 52.222-21 Prohibition of Segregated Facilities – Feb 1999

· 52.222-26 Equal Opportunity – Mar 2007

· 52.222-26 Equal Opportunity for Veterans – Oct 2015 (for $150k+)

· 52.222-26 Equal Opportunity for Workers With Disabilities – Jul 2014 (for $15k+)

· 52.222-37 Employment Reports on Veterans – Feb 2016 (for $150k+)

· 52.222-40 Notification of Employee Rights Under the National Labor Relations Act – Dec 2010 ($10k+)

· 52.222-50 Combating Trafficking in Persons – Mar 2015

· 52.222-54 Employment Eligibility Verification – Oct 2015 (for $3.5k+)

· 52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving – Aug 2011

· 52.225-13 Restrictions on Certain Foreign Purchases – Jun 2008

· 52.227-11 Patent Rights - Ownership by the Contractor – May 2014 (Note: In accordance with FAR 27.303(b)(2), paragraph (e) is modified to include the requirements in FAR 27.303(b)(2)(i) through (iv). The frequency of reporting in (i) is annual.

· 52.227-13 Patent Rights - Ownership by the Government – Dec 2007

· 52.227-14 Rights in Data – General – May 2014

· 52. 230-2 Cost Accounting Standards – Oct 2015

· 52.227-11 Patent Rights - Ownership by the Contractor – May 2014

· 52.245-1 Government Property – Aug 2010

DFAR Clause, Title, and Date of Clause

· 252.203-7001 Prohibition on Persons Convicted of Fraud or Other Defense Contract-Related Felonies – Dec 2008 (for $150k+)

· 252.203-7002 Requirement to Inform Employees of Whistleblower Rights – Jan 2009

· 252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting

· 252.211-7003 Item Identification and Valuation – Jan 2011

· 252.225-7013 Duty-Free Entry – Dec 2009

· 252.225-7033 Waiver of United Kingdom Levies – Apr 2003

· 252.227-7013 Rights in Technical Data-Noncommercial Items – Feb 2012

· 252.227-7014 Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation – Feb 2012

· 252.227-7037 Validation of Restrictive Markings on Technical Data –Jun 2012

2. Rules for Interpretation of FAR Flow Down Provisions in this Subcontract. Where appropriate to accomplish the purpose of the FAR or to protect BioFire’s interest, the FAR Flow Down Provisions incorporated by reference herein shall be interpreted and construed, to the extent appropriate, as set forth below.

a) Except as provided for in subsection (b) below, whenever the following terms are used in the FAR Flow Down Provisions, they shall have the meaning set forth below:

i. The term “Contract” shall mean “this Subcontract.”

ii. The term “Subcontract” shall mean “lower tier subcontract.”

iii. The term “Government,” “Contracting Officer,” “agency head” and equivalent terms shall mean BioFire.

iv. The term “Contractor” shall mean Subcontractor and, if required by the clause, “lower tier Subcontractors.”

b) The definitions in subsection (a) shall not be applicable to the following clauses or to the terms therein, to the extent specified:

i. Whenever there is a reference to “Government Property,” “Government Equipment,” “Government-Owned Property,” or equivalent terms which refer to Government property, these terms shall each remain unchanged.

ii. Whenever there is a reference to the right to inspect, examine or audit records, or to request or obtain information or reports from Contractor, the Government and BioFire shall have that right as respects Subcontractor.

iii. All references to a right to appeal or to the “Disputes” clause in the FAR Flow Down Provisions are hereby deleted. In no event shall any reference to a “Disputes” clause be construed to permit Subcontractor to prosecute or appeal either directly or indirectly or in the name of BioFire to the Contracting Officer of the Prime Contract.

iv. The terms “Government” or “Contracting Officer” do not change: (A) when a right, act, authorization or obligation can be granted or performed only by the Government, (B) when access to proprietary financial information or other proprietary data is required, (C) when title to property is to be transferred directly to Government.