HARRISGENERAL PROVISIONS—TIME AND MATERIAL (FOR FAA PROGRAMS)

H-2434 (Rev. 08/15)1

HARRISGENERAL PROVISIONS—TIME AND MATERIAL (FOR FAA PROGRAMS)

To the extent not set forth in full text, referenced clauses are
hereby incorporated herein by such reference.

1.DEFINITIONS

As used in this Purchase Order/Subcontract:

a.“Government” means the United States of America.

b.“Prime Contract” means the Contract existing between Harris and the Government or Harris Customer.

c.“This Purchase Order” or “this Contract” or “this Agreement” or “this Order” means the contractual instrument in which these General Provisions are incorporated.

d.“Contracting Officer” means a person with the authority to enter into, administer, and/or terminate Contracts and make related determinations and findings on a Prime Contract. The term includes certain authorized representatives of the contracting officer acting within the limits of their authority as delegated by the contracting officer.

e.“Buyer” or “Harris” means the legal entity issuing this order.

f.The terms “supplies,” “materials,” “items,” “products,” “articles” and “components” may be used interchangeably throughout these provisions and the Purchase Order to refer to products to be provided by the Seller.

g.“FAA AMS” means FAA Acquisition Management System.

h.“Subcontract” means Purchase Orders and other similar instruments, including changes and modifications thereto.

i.“Seller” means Contractor or Subcontractor.

NOTE:Where necessary to make the content of the referenced FAA AMS clauses applicable to this Order, the terms “Government, FAA, and Contracting Officer” and equivalent phrases shall mean Harris; the term “Contractor” shall mean Seller; and the term “Contract” shall mean this Purchase Order.

2.ENTIRE AGREEMENT

This Purchase Order constitutes the entire agreement between the parties with respect to its subject matter and to all transactions related thereto and supersedes all proposals, oral or written, or negotiations, and all other communications, prior or contemporaneous thereto, between the parties with respect to such subject matter or such transactions including, without limitation, any prior or contemporaneous course of dealing, usage of trade or course of performance. The parties acknowledge and agree that entering into this transaction they have not relied upon any representations other than those explicitly set forth in this Purchase Order and each party acknowledges and agrees that the representatives or agents of the other party cannot make any warranties or representations not specifically included within the written provisions of this Purchase Order. Any term or condition which is, or may be, asserted as material by any party, and which is not expressly stated in this Purchase Order, shall not be within this Purchase Order or binding on the parties hereto. Each party waives all defenses with regard to any such term and condition and no amendment to this Purchase Order shall be valid and binding unless in writing and signed by each party hereto.

3.ACCEPTANCE—MODIFICATION OF TERMS

The Purchase Order may be accepted only by Seller’s agreement to all of the terms and conditions which are incorporated or added as supplements or attachments thereto. Acceptance may be made by signing the acknowledgment copy attached hereto and returning it to Harris or by part performance hereunder, and any such acceptance shall constitute an unqualified agreement to the terms and conditions set forth herein unless otherwise modified in writing by the parties. No charges beyond the Contract amounts herein specified shall be allowed except with the written consent of Harris. No additional or differing terms and conditions proposed by the Seller in accepting this Purchase Order shall be binding upon Harris unless accepted in writing by Harris, and no other addition, alteration or modification to, and no waiver of any of the provisions herein contained shall be valid unless made in writing and executed by Harris and Seller.

4.CHANGES

a.Harris may, at any time, by written order, and without notice to the sureties, if any, make changes within the general scope of this Purchase Order, in any one or more of the following:(1) drawings, designs, or specifications; (2) in the shipping and packing instructions; (3) place of inspection, delivery, or acceptance; (4) the amount of Government or Harris furnished property; (5) increase or decrease the quantity of supplies and/or service; and (6) make changes in the delivery schedule. If any such change causes an increase or decrease in the estimated cost of, or the time required for, the performance of any part of the work under this Purchase Order, whether changed or not changed by any such order, or otherwise affects any other provision of this Purchase Order, an equitable adjustment shall be made (1) in the estimated cost or delivery schedule; or both (2) in the amount of any fee to be paid to Seller; and (3) in such other provisions of the Purchase Order as may be so affected, and Purchase Order shall be modified in writing accordingly. Any right to adjustment under this clause must be asserted within twenty-five(25) days from the date of receipt by Seller of the notification of change; provided, however, that Harris, if it decides that the facts justify such action, may receive and act upon any such claim submitted at any time prior to final payment under this Purchase Order. Failure to agree to any adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this Purchase Order entitled “Disputes.” However, nothing in this clause shall excuse Seller from proceeding with the Purchase Order as changed.

b.Notwithstanding the provisions above, the estimated cost of this Purchase Order and, if the Purchase Order is incrementally funded, the funds allotted for the performance thereof, shall not be increased or deemed to be increased except by specific written modification of the Purchase Order indicating the new Purchase Order estimated cost and, if this Purchase Order is incrementally funded, the new amount allotted to the Purchase Order. Until such modification is made, the Seller shall not be obligated to continue performance or incur costs beyond the point established in the clause of the Purchase Order entitled “Limitation of Cost” or “Limitation of Funds.”

c.Harris engineering and technical personnel may assist or give technical advice in an exchange of information with Seller’s personnel concerning the work to be furnished under this Purchase Order. Such exchange of information or advice shall not authorize the Seller to change any of the terms, conditions, or the provisions of this Purchase Order, nor shall such assistance or technical advice operate as a waiver or relinquishment of any rights reserved to Harris hereunder or at law.

5.3.10.4.5 INSPECTION—TIME-AND-MATERIAL AND LABOR-HOUR

a.Definitions.

1)”Contractor’s managerial personnel,” as used in this clause, means any of the Contractor’s directors, officers, managers, superintendents, or equivalent representatives who have supervision or direction of—

a)All or substantially all of the Contractor’s business;

b)All or substantially all of the Contractor’s operation at any one plant or separate location at which the contract is being performed; or

c)A separate and complete major industrial operation connected with the performance of this contract.

2)“Materials,” as used in this clause, includes data when the contract does not include the “Warranty of Data” clause.

b.The Contractor shall provide and maintain an inspection system acceptable to the Government covering the material, fabricating methods, work, and services under this contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to the Government during contract performance and for as long afterwards as the contract requires.

c.The Government has the right to inspect and test all materials furnished and services performed under this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance. The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The Government shall perform inspections and tests in a manner that will not unduly delay the work.

d.If the Government performs inspection or test on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

e.Unless otherwise specified in the contract, the Government shall accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they shall be presumed accepted 60 days after the date of delivery, unless accepted earlier.

f.At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph h. below, the cost of replacement or correction shall be determined under the “Payments Under Time-and-Materials and Labor-Hour Contracts” clause, but the “hourly rate” for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken.

g.1)If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may—

a)By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract; or

b)Terminate this contract for default.

2)Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute.

h.Notwithstanding paragraphs f. and g. above, the Government may at any time require the Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to (1) fraud, lack of good faith, or willful misconduct on the part of the Contractor’s managerial personnel or (2) the conduct of one or more of the Contractor’s employees selected or retained by the Contractor after any of the Contractor’s managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

i.This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and services originally delivered under this contract.

j.The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery do not meet contract requirements, except as provided in this clause or as may be otherwise specified in the contract.

k.Unless otherwise specified in the contract, the Contractor’s obligation to correct or replace Government-furnished property shall be governed by the clause pertaining to Government property.

6.SUBCONTRACTS AND PURCHASE ORDERS

Seller shall not Subcontract without the prior written authorization of Harris for the work or services ordered hereunder, and the Seller shall require a like agreement from immediate and lower-tier suppliers. This is not a restriction on use of authorized distributors or industrial suppliers for components. Harris must approve in advance any subcontractors who will be providing some or all of the services if the Purchase Order is primarily for the provision of services.Harris’ authorization to subcontract 1) shall not constitute a determination of the acceptability of any subcontract terms or conditions or the acceptability of any subcontract price or any amounts paid under the subcontract, and 2) shall not relieve Seller of any responsibility arising under the Purchase Order, regardless of whether certain work is performed directly by Seller or by a subcontractor.

7.TERMINATION

a.Harris, by written notice, may terminate this Purchase Order in whole or in part, when it is in its interests to do so. In the event of termination, Harris shall be liable only for payment in accordance with the payment provisions of this Purchase Order for services rendered prior to the effective date of termination.

b.The clause set forth in FAA AMS 3.10.6-3 and 3.10.6-3/Alt 4 is incorporated and made a part hereof, except that in Paragraph (e) the reference to a “year” period for submission of a final termination proposal is changed to “six months,” and where used therein, the term “Contractor” shall mean “Seller,” the term “Contract” shall mean “Purchase Order,” and the term Government/Contracting Officer shall mean “Harris.”

8.USE OF HARRIS PROPRIETARY INFORMATION

a.Seller agrees to secure and keep confidential Harris proprietary information and not to disclose to any other person information related to this Purchase Order. Seller further agrees to use any such information only for purposes necessary for performing this Purchase Order, except with the prior written consent of Harris.

b.Seller may disclose such information to its subcontractors as required for performance of this Purchase Order, provided that each such subcontractor first assumes by written agreement the same confidentiality and non-disclosure obligations imposed on Seller under the Purchase Order related to such information.

c.Harris does not grant the Seller any reproduction rights to supplies provided under this Purchase Order, or any rights to use designs, drawings, or other information belonging to or supplied by Harris in the manufacture or design of articles or materials for anyone other than Harris, except with Harris’ prior written consent.

9.RESPONSIBILITY FOR CLAIMS/INDEMNITY

a.General: Seller acknowledges that, as an independent contractor, it is furnishing Work to Harris which may be subject to certain local, state, Federal, and foreign laws and regulations. Seller therefore agrees to defend, indemnify and hold harmless Harris and Harris' Customer and their respective directors, officers, agents, and employees, against all Losses which arise out of or relate to Seller's failure to comply with all applicable local, state, Federal, and foreign laws and regulations in the performance of Seller's obligations under the Purchase Order.Seller also agrees to defend, indemnify and hold harmless Harris and Harris' Customer and their respective directors, officers, agents, and employees, against all Losses which arise out of or relate to Seller's failure to comply with the provisions of the Purchase Order.

b.Infringement: Seller shall indemnify, defend, and hold harmless, Harris and Harris' Customer and their respective officers, directors, agents, and employees against Losses for any allegation of or suit or action for infringement of any United States or foreign patent, copyright, trademark, or other intellectual property right arising out of the performance of Work under the Purchase Order or out of the use or disposal of such Work by or for the account of Harris.Seller shall at its own expense either procure for Harris or for Harris and Harris' Customer, as Harris shall require in its sole discretion, the right to continue using the alleged infringing Work, replace it with non-infringing Work, or modify Work so that it becomes non-infringing.The foregoing indemnity shall not apply unless Harris or Harris' Customer informs Seller of the suit or action or other proceeding alleging infringement and gives Seller the opportunity as is afforded by applicable laws, rules, or regulations, to participate in the defense thereof.

c.Work on Harris Premises: If the Purchase Order involves performance by Seller on the premises of Harris or Harris' customer, Seller agrees, in addition to any other indemnification obligations in the Purchase Order, to assume entire responsibility and liability for Losses of any kind or nature whatever to persons, whether employees of Seller or otherwise, and to all property, caused by, resulting from, or arising out of Seller's performance or that of its agents or employees provided however that any such losses shall nothave been caused solely by the negligence of the agents, servants, or employees of Harris or Harris' customer. Seller also shall carry adequate insurance as provided in the Clause entitled “Insurance” to cover all such risks and to protect Harris and Harris' Customer pursuant to this Clause.

d.Performance of the Purchase Order: Seller shall, at its own expense, defend, indemnify and hold harmless Buyer from any claims or suits brought and liabilities and losses sustained by any third party for injury to persons or damage to property, arising in whole or in part out of the acts or omissions of Seller, its subcontractors, agents, or employees in the performance of this Purchase Order. If Seller fails to defend, hold harmless, and indemnify Buyer as provided by this clause, then Seller shall pay for any damages, attorney’s fees, and any other fees, costs, and expenses that may be incurred by the Buyer in defense of any action related to the Purchase Order and/or in the prosecution of any action to enforce the provisions of this clause. Buyer responsibility to indemnify Seller hereunder shall be reciprocal for claims arising out of acts or omissions of the Buyer.