1. ARTICLES ORDERED – From time to time PathFinder Digital LLC (Buyer) may deliver Purchase Orders to the party designated in the Purchase Order (Seller) setting forth descriptions of goods and/or services to be purchased at specified quantities and prices. Seller agrees to sell to Buyer the quantities of goods and services ("Articles") specified at the prices specified and to deliver the same on or before the delivery date(s) specified. The terms "delivery" and the like refer to performance when used with respect to services. Time is of the essence of this contract.


2. PRICES AND TAXES - The prices include all associated boxing, crating and other packaging, and all warranties and installation unless otherwise specified, and no other or further charge shall be made. The prices stated include all federal, state and local taxes in effect on the date of the order from which Seller cannot obtain exemption, and the amount of any such taxes shall be shown separately on Seller’s invoice.


3. DELIVERY and RISK OF LOSS – Unless stated otherwise in the Purchase Order, delivery shall be F.O.B. Destination Sanford FL. Seller assumes the following risks, in addition to other risks Seller assumes by law: (a) all risks of loss or damage to Articles until their delivery to and acceptance by Buyer, (b) in the event the Articles are rejected by Buyer or Buyer revokes its acceptance of the Articles, all risks of loss or damage shall be deemed to have rested with the Seller from the beginning.


4. TERMINATION FOR DEFAULT - (a) Any of the following circumstances shall, among others, be deemed a default by the Seller; (i) if Seller fails to make any delivery in the specified quantity within the time specified in the order or any extensions thereof which are agreed to in writing by a member of the Buyer’s Purchasing Dept. (or within a reasonable time if no time is specified); (ii) if Seller breaches or fails to perform any of the other terms or conditions of this order; (iii) if, in Buyer’s sole judgement, Seller so fails to make progress as to endanger performance of this order in accordance with its terms and conditions and does not cure such failure within a period of ten (10 ) days after the date of the notice from Buyer specifying such failure; (iv) if any proceeding in bankruptcy or insolvency is initiated against Seller, or if Seller makes an assignment for the benefit of creditors, or if a trustee or receiver is appointed for Seller, regardless of whether Seller consents to any to any of the foregoing.

(b) In the event of a default by the Seller, Buyer, in addition to its other remedies, may pursue at any time any one  or more or all of the following remedies: (i) Buyer may require Seller to indemnify Buyer and hold it harmless from all liability (including liability to Buyer’s customers and others), loss, damage, expense and/or claims (including all Buyer’s attorney’s fees and costs of investigating and litigating claims) resulting, directly or indirectly, from Seller’s default; (ii) Buyer may cancel its obligations under all or any part of this order, including any executed portion of this order; (iii) Buyer may elect to reject for full credit or retain any or all of the Articles which have been delivered to Buyer, paying Seller the fair value of Articles retained, as determined by Buyer; (iv) Buyer may require Seller to deliver to Buyer any or all of the Articles not previously delivered by Seller or previously delivered and rejected to Buyer, and Buyer shall pay the fair value, as determined by Buyer, of the Articles so requested after their delivery to Buyer; (v) Buyer may reprocure the same or similar Articles elsewhere and/or manufacture itself the same and charge the costs of doing so to Seller (including transportation and insurance charges). In the event Buyer elects to reject any or all of the Articles for full credit, Seller shall promptly repay to Buyer any part of the price previously paid for the rejected Articles, plus Buyer’s inspection costs with respect to rejected Articles, and Buyer shall thereupon deliver the rejected Articles to Seller after prepayment by Seller of all transportation and insurance charges for such delivery. Seller shall continue performance of any part of this order which is not canceled in accordance with its terms. Responsibilities of the Parties following such termination shall be in accordance with FAR clause 52.249-8.


5. WARRANTIES - (a) Seller, in addition to its other warranties, warrants that all Articles will be new, will exactly conform to the samples, models, specifications, drawings, and/or descriptions furnished by Buyer or furnished by Seller and accepted by Buyer, and will be merchantable, free of all liens and encumbrances, and free from defective workmanship, material, design and other defect. Seller warrants that all the Articles which are recommended by Seller for a purpose revealed to Seller by Buyer, or are in accordance with Seller’s specifications, will be fit and sufficient for the purposes intended by Buyer. Seller warrants that the Articles will operate in accordance with specifications during the entire warranty period specified in subparagraph 5(b).

(b) All warranties, express and implied, shall survive inspection, tests, acceptance and payment by Buyer and shall apply for a period of one (1) year from the date of acceptance by Buyer of the particular Article or a correction or replacement thereof if accepted later. All warranties of Seller, express and implied, shall extend to and be jointly and severally enforceable by Buyer, its successor, assigns, customers and all third parties to whom any of the Articles may be sold or transferred, regardless of whether such Articles remain in the same form or are owned by the enforcer of the warranty at the time of enforcement.

(c) Seller shall replace all defective Articles within five (5) days of receipt of such Articles. Seller shall bear all warranty costs such as labor, material, inspection and shipping to and from Buyer’s facilities.

(d) In the event of any breach of any warranties as to any of the Articles, Buyer, in addition to all its other remedies (including remedies arising on Seller’s default) may require prompt correction and/or replacement of any or all of the Articles by Seller, at Seller’s sole expense (including transportation and insurance charges to and from Seller).  In the event Seller does not promptly make any correction and/or replacement within the time requested by Buyer or refuses to do so, in addition to its other remedies, Buyer may pursue at any time any one or more or all of the following remedies. (i) Buyer may pursue any or all remedies arising in labor equity on Seller’s default; (ii) Buyer may rework any or all of the Articles or parts thereof at Seller’s sole expense; (iii) Buyer may procure correction of any or all of the Articles or parts thereof, holding Seller liable for all costs of such correction; (iv) Buyer may accept and retain any of the Articles, or parts thereof, at a reduction in price corresponding to the quantities retained and the decreased value, as solely determined by Buyer, of what is retained. Seller agrees to reimburse Buyer for any loss of good will resulting, directly or indirect, from any breach of warranty. Buyer shall have no obligation or liability whatsoever to Seller in any of the foregoing events except as to Articles, or parts thereof, which Buyer elects to retain pursuant to this clause or requires Seller to deliver pursuant to clause 4 above.


6. ARTICLE CHANGES or OBSOLESCENCE. Seller shall not make changes to form, fit, function, design, marking, appearance, maintainability, documentation reliability, manufacturing process or process controls, place or manufacture or packing and packaging of the Articles without Buyer’s prior written approval. Seller shall provide Buyer written notice of planned Article obsolescence at least one year prior to discontinuing manufacture of any Article. Said notice shall include, as a minimum a) start and completion dates of last production, b) effective date  for last purchase orders, with unlimited quantity order capability c) delivery dates for end of life purchases, and d) alternative component or source recommendations. In addition, Seller shall provide technical data and reasonable consultation assistance to help Buyer evaluate and qualify alternative components or sources.  Upon  Buyer’s request, Seller shall consider all reasonable options such as the sale or transfer of technology and tooling, and the establishment of wafer or die banks to support on going requirements.


7. TERMINATION FOR CONVENIENCE. Buyer may terminate all or  any part of this Contract by written  notice to Seller. In the event of such termination, Seller shall immediately cease all work terminated hereunder and cause any and all of its suppliers and subcontractors to cease work. Seller must submit all claims within thirty (30) days after the effective date of termination. Buyer shall determine the amount due Seller on the Termination in accordance with FAR 52.249-2. In no event shall Buyer be obligated to pay Seller any amount in excess of the Contract price. Seller shall continue work not terminated.

SUSPENSION OF WORK. Buyer may, by written order only, suspend part or all of the work to be performed  under this Contract for a period not to exceed ninety (90) calendar days unless the parties mutually agree to an extension. Within this ninety (90) day period of work suspension, the Buyer shall (i) cancel the suspension of work order; (ii) terminate this Contract in accordance with the “Termination for Convenience” article of this Contract;

(iii) terminate this Contract in accordance with the “Termination for Default” article of this Contract; or (iv) extend the stop work period.

If the Buyer cancels the suspension of work order by written notification, Seller shall resume work. The Buyer and Seller shall negotiate an equitable adjustment in the price or schedule or both if (i) the suspension results in a change in Seller’s cost of performance or ability to meet the Contract delivery schedule; and (ii) Seller submits a claim for adjustment within twenty (20) days after the suspension is canceled.

If this Contract is terminated, then either the “Termination for Convenience” or the “Termination for Default” article of this Contract, whichever is applicable, shall be followed.


8. CHANGES - Buyer may, at any time, by written order make changes, within the general scope of this order, in any one or more or all of the following: (a) Drawing, design, specifications, and other data incorporated in this order; (b) Method of shipment or packing; (c) Place of delivery, inspection or acceptance; (d) Time(s) or dates(s) of delivery; (e) Quantities. Upon receipt of any such written order, Seller shall proceed promptly, and in any event, within ten (10) days from the date of Buyer’s written order, to deliver a statement to Buyer showing the effect of any such change on delivery date(s) and/or prices, and, in the absence of such statement within said ten (10) days, all Seller’s claims for adjustment as a result of the change shall be deemed waived. Seller shall not put such changes into effect unless and until a written agreed upon adjustment shall have been made in the terms of this order, or (if sooner), when Seller’s claims for adjustment have been waived.


9. CONFIDENTIALITY - Seller acknowledges that information supplied by Buyer to Seller is Buyer's confidential and proprietary property. Seller agrees to hold such property and the concepts and  methods used therein in confidence and to use its best efforts to maintain the confidentiality thereof for Buyer's benefit. Seller agrees that it shall not make any disclosure of such property to anyone except those employees of Seller to whom such disclosure is necessary for the use granted by this order. Seller shall appropriately notify each employee to whom such disclosure is made that it is made in confidence and shall be kept in confidence by him/her for Buyer's benefit. Seller acknowledges that such property is vital to Buyer, that monetary damages will not adequately protect Buyer's interests in for any actual or threatened violation of this provision and that Buyer is entitled to injunctive relief for the enforcement of the confidentiality requirements of this clause.


10. PATENT INDEMNITY - Seller represents and warrants that the Articles provided will not violate any  domestic or foreign patents (including letters patents) copyrights or trademarks. Seller shall indemnify Buyer for  and hold Buyer harmless from all liability, loss, damage,  expense,  and/or  claims  of  infringement  of  any domestic or foreign patents  (including  letters  patents)  copyrights  or  trademarks (including  all attorney’s  fees and costs of investigating and litigating  claims)  resulting,  directly  or  indirectly,  from  the manufacture, use and/or sale of the Articles.


11. COUNTRY OF ORIGIN/DUTY DRAWBACK – At Buyer’s option, Seller shall furnish Buyer with a signed certification stating the Country of Origin (Manufacture) upon delivery of Articles, by quantity and part number (Buyer’s and Seller’s). “Country of Origin” shall be as set forth in the U.S. Customs Rules and Regulations, Section 1334.1 Paragraph (B).


12. AUTHORITY TO EXECUTE DOCUMENTS - No modification, amendment, rescission, discharge, abandonment or waiver of these Terms and Conditions of Purchase shall be binding upon Buyer unless set forth in writing and signed by an authorized representative of Buyer.


13. GENERAL CONDITIONS - No delay or failure on the part of Buyer in exercising any right or remedy under this order, and no partial or single exercise thereof, shall constitute a waiver of such right or remedy or any other right or remedy. This agreement, and any orders issued pursuant hereto, and the performance of the parties thereunder shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts, and any contract resulting herefrom shall be deemed made in that state as though fully performed therein.


14. TERMS TO GOVERN – Orders placed by Buyer which incorporate these terms by reference shall be governed by the terms of this Agreement. Any additional or different terms contained in Seller’s acknowledgement of or confirmation of an order shall have no affect.


15. NOTICE - Any notice or other communication made or given by any party in connection with this Agreement shall be made by registered or certified mail, postage prepaid, return receipt requested, or by courier service addressed to the other party at its address set forth on the face of the order.




17. WHISTLEBLOWER PROTECTIONS UNDER THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009. (a) Seller shall post notice of employees rights and remedies for whistleblower protections provided under section 1553 of the American Recovery and Reinvestment Act of 2009 (Pub. L. 111-5). (b) Seller shall include the substance of this clause including this paragraph (b) in all subcontracts.


18. For the purpose of this paragraph, “subcontract” refers to the Purchase Order issued hereby and “contractor” refers to Buyer and “subcontractor” refers to Seller. For any first-tier subcontract funded in whole or in part under the Recovery Act, that is over $25,000 and not subject to reporting under paragraph 9, the contractor does hereby require the subcontractor to provide the information described in (i), (ix), (x), and (xi) below to the contractor for the purposes of the quarterly report. The contractor does hereby advise the subcontractor that the information will be made available to the public as required by section 1512 of the Recovery Act. The subcontractor shall provide contractor detailed information on these first-tier subcontracts as follows:

(i) Unique identifier (DUNS Number) for the subcontractor receiving the award and for the subcontractor’s parent company, if the subcontractor has a parent company.

(ii) Name of the subcontractor.

(iii) Amount of the subcontract award.

(iv) Date of the subcontract award.

(v) The applicable North American Industry Classification System (NAICS) code.

(vi) Funding agency.

(vii) A description of the products or services (including construction) being provided under the subcontract, including the overall purpose and expected outcomes or results of the subcontract.

(viii) Subcontract number (the contract number assigned by the prime contractor).

(ix) Subcontractor’s physical address including street address, city, state, and country. Also include the nine-digit zip code and congressional district if applicable.

(x) Subcontract primary performance location including street address, city, state, and country. Also include the nine-digit zip code and congressional district if applicable.

(xi) Names and total compensation of each of the subcontractor’s five most highly compensated officers, for the calendar year in which the subcontract is awarded if—

(A) In the subcontractor’s preceding fiscal year, the subcontractor received—

(1) 80 percent or more of its annual gross revenues in Federal contracts (and subcontracts), loans, grants (and subgrants), and cooperative agreements; and

(2) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), and cooperative agreements; and

(B) The public does not have access to information about the compensation of the senior executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986.


19. FORCE MAJEURE. Buyer shall not be liable for delay or failure of performance occasioned by causes beyond its control, including, but not limited to, acts of God or the public enemy, actions or decrees of governmental entities, civil unrest, riots, acts of terrorism, organized labor strikes, declared or undeclared war, fire, floods, unusually severe weather, earthquakes, or volcanoes ("Force Majeure Event"). If Buyer is affected by a Force Majeure Event, Buyer shall give written notice to Seller, which shall cause, without penalty to Buyer, all obligations under this Order to be immediately suspended for a period of sixty (60) days. If the period of suspension caused by

the Force Majeure Event exceeds that first sixty-day period, Buyer either may terminate the Order for convenience in accord with subparagraph 7 or suspend the Order for an additional period. Any termination settlement or equitable adjustment sought by Seller following the termination for convenience or suspension may not include any costs incurred during the first sixty-day suspension.


20. GOVERNING LAW AND VENUE. This Contract shall be interpreted using the law of federal government contracts as determined by agency Boards of Contract Appeals and Federal Courts. In the absence of such applicable Federal law, this Contract shall be interpreted using the law of the State of Arizona without resort to Arizona’s conflict of laws rules. Venue shall be in a court of competent jurisdiction in Maricopa County within the State of Arizona.


21. DISPUTE RESOLUTION. In the event of any dispute, claim, question, or disagreement arising from or relating to this agreement or the breach thereof, the parties hereto shall attempt to settle the dispute, claim, question, or disagreement. To this effect, the parties shall consult and negotiate with each other in good faith  and,  recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If the parties do not reach such solution (or agree in writing to mediate the dispute) within a period of 30 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules and Mediation Procedures. The American Arbitration Association will select one arbitrator to resolve the dispute and the arbitration will be held in Phoenix, Arizona. Disputes, claims, questions, or  disagreement that are based on intellectual property rights (including, but not limited to patent validity and infringement, trademark or copyright infringement, and misuse or disclosure of trade secrets) shall be submitted to a court of competent jurisdiction and are not subject to the arbitration procedures mandated by this clause.

The arbitrator will have no authority to award punitive or other damages not measured by the prevailing party's actual damages, except as may be required by statute.

The arbitrator shall award to the prevailing party, if any, as determined by the arbitrator, all of its costs and fees. "Costs and fees" mean all reasonable pre-award expenses of the arbitration, including the arbitrators' fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys' fees.

The procedures set forth in this Article shall be the sole and exclusive procedures for the resolution of disputes between the parties arising out of or relating to this Agreement; provided, however, that a party may seek a preliminary injunction or other provisional judicial relief if, in its sole judgment, such action is necessary. Despite such action, the parties will continue to participate in good faith in the procedures specified in this Article. All applicable statutes of limitations and defenses based upon the passage of time shall be tolled while the procedures (including optional mediation) specified in this Article are pending. The parties will take necessary action that is required to effectuate such tolling. Each party is required to continue to perform its obligations under this contract pending resolution of any dispute arising out of the contract unless to do so would be impossible under the circumstances. The requirements of this Article shall not be deemed to constitute a waiver of any right of termination under this contract.


22. DISCONTINUANCE OF MANUFACTURE. Should Seller decide to discontinue manufacture of the supplies purchased by Buyer under this contract, Seller: (1) shall provide written notice to Buyer of the intended supply discontinuance; and (2) shall provide Buyer a minimum of twelve (12) months from the written notification date to allow Buyer to place final “lifetime buy” purchase orders for the supplies at a unit price to be negotiated, but in no event higher than the unit price provided in this contract. In the event one or more “lifetime buy” purchase orders are made during such twelve (12) month period, Seller shall deliver the purchased supplies to Buyer no later than six (6) months after the end of the “lifetime buy” period. Seller’ obligations under this clause shall extend for two (2) years beyond the effective date of this Contract, irrespective of whether the contract is completed/terminated within the two (2) year period.


23. CERTIFICATION OF AUTHENTICITY and TRACEABILITY. Supplier certifies to Buyer that all material furnished under this purchase order is genuine, new and unused. Supplier certifies that all material is traceable to the point of manufacture and that complete material pedigree is known and can be furnished to Buyer upon request.




25. Required U. S. Government Clauses. The following Federal Acquisition Regulation (FAR) and Department of Defense FAR Supplement (DFARS) clauses are incorporated herein by reference. The date of the FAR/DFARS clause in effect as of the date of the Prime Contract execution shall apply unless otherwise specified. In all FAR/DFARS clauses below, the term “Contractor” shall mean “Seller”, the term “Contract” shall mean this Agreement and the terms “Government”, “Contracting Officer” and equivalent phrases as used in the FAR/DFARS clauses below mean Buyer and Buyer’s authorized procurement representative, respectively. It is intended that the referenced clauses shall apply to Seller in such manner as is necessary to reflect the position of Seller as a subcontractor to Buyer, to ensure Seller’s obligations to Buyer and to the United States Government, and to enable Buyer to meet its obligations under its Prime Contract or Subcontract. The extent and scope of applicability to this Contract shall be in accordance with the terms, requirements, guidelines, and limitations stated in each clause. DFARS 227.7202, entitled Commercial Computer Software and Commercial Computer Software Documentation, shall govern the acquisition of Commercial Computer Software.

If the Government Contracting agency is other than the Department of Defense, the applicable clauses of such Contracting agency that supplement the FAR clauses cited below are hereby incorporated by reference, and the DFARS clauses cited below would be deemed deleted.

Exceptions to the clauses below are noted as follows:

Note 1 - This clause applies only if the Seller is supplying an item that is an end product under the Buyer’s prime Contract or Subcontract.

Note 2 - “Contracting Officer” mean only “U.S. Government Contracting Officer”. Note 3 - “Government” as used in the clause means only “U. S. Government”


FAR Clauses

FAR Clauses Applicable to this Order Irrespective of the Amount of the Order (Exceptions as noted).

52.202-1 Definitions
52.203-15 Whistleblower Protections under the American Recovery and Reinvestment Act of 2009
52.204-2 Security Requirements
52.209-8 Updates of Information Regarding Responsibility Matters
52.211-5 Material Requirements
52.211-15 Defense Priority and Allocation Requirements
52.222-1 Notice to the Government of Labor Disputes
52.222-21 Prohibition of Segregated Facilities
52.222-26 Equal Opportunity
52.222-37 Employment Reports on Veterans
52.222-40 Notification of Employee Rights under the National Labor Relations Act
52.222-50 Combating Trafficking in Persons (Services only)
52.223-3 Hazardous Material Identification and Material Safety Data (Alternate I applies only to Non-DoD Contracts)
52.223-6 Drug Free Workplace
52.223-7 Notice of Radioactive Materials (In paragraph (a), insert "thirty (30)" in the blank.)
52.223-11 Ozone-Depleting Substances
52.223-18 Contractor Policy to Ban Text Messaging While Driving
52.225-1 Buy American Act – Supplies (Note 1) (Non-DoD only)
52.225-8 Duty-Free Entry (If included in the Buyer’s contract)
52.225-13 Restrictions on Certain Foreign Purchases
52.226-1 Utilization of Indian Organizations and Indian–Owed Economic Enterprises.
52.227-1 Authorization and Consent
52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement
52.227-3 Patent Indemnity
52.227-9 Refund of Royalties
52.227-10 Filing of Patent Applications - Classified Subject Matter (Notes 2 & 3)
52.227-11 Patent Rights - Ownership by the Contractor (DOD Large Businesses only see DFARS 252.227-7038) (Notes 2 & 3)
52.227-14 Rights in Data - General (Non DoD only) (Notes 2 & 3)
52.227-19 Commercial Computer Software-Restricted Rights (Non DoD only)
52.228-5 Insurance-Work on a Government Installation
52.232-16 Progress Payments (Alternate I or Alternate II, if appropriate)
52.233-3 Protest After Award (Alt I)
52.242-15 Stop-Work Order (Paragraph (b)(2)-change 30 days to 20 days), with Alternate I
52.242-17 Government Delay of Work
52.244-6 Subcontracts for Commercial Items
52.245-1 Government Property
52.245-9 Use and Charges
52.246-2 Inspection of Supplies – Fixed Price
52.246-4 Inspection of Services – Fixed Price
52.246-7 Inspection of Research and Development – Fixed Price
52.247-34 F.O.B. Destination
52.247-64 Preference for Privately Owned U.S.-Flag Commercial Vessels
52.249-2 Termination For Convenience of the Government (Fixed Price)(Paragraph (d) is deleted and Paragraph (e) is modified by changing “1 year” to “2 months” in all places.)
52.249-8 Default (Fixed-Price Supply and Service)


FAR Clauses Applicable If This Order Exceeds $3,000.

52.222-19 Child Labor – Cooperation with Authorities and Remedies FAR Clauses Applicable If This Order Exceeds $10,000.


FAR Clauses Applicable If This Order Exceeds $15,000.

52.222-20 Walsh-Healey Public Contracts Act

52.222-36 Affirmative Action for Workers with Disabilities


FAR Clauses Applicable If This Order Exceeds $25,000.

52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards

52.225-3 Buy America Act – Free Trade Agreement- Israeli Trade Act


FAR Clauses Applicable If This Order Exceeds $30,000.

52.209-6 Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended or Proposed for Debarment


FAR Clauses Applicable If This Order Exceeds $100,000 (Exceptions as noted).

52.222-35 Equal Opportunity for Veterans
52.222-37 Employment Reports on Veterans
52.223-14 Toxic Chemical Release Reporting


FAR Clauses Applicable If This Order Exceeds $150,000 (Exceptions as noted).

52.203-6 Restrictions on Subcontractor Sales to the Government
52.203-7 Anti-Kickback Procedures
52.203-8 Cancellation, Rescission and Recovery of Funds for Illegal or Improper Activity
52.203-10 Price or Fee Adjustment for Illegal or Improper Activity
52.203-11 Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions
52.203-12 Limitation on Payments to Influence Certain Federal Transactions
52.215-2 Audit and Records – Negotiation (Note 2)
52.215-14 Integrity of Unit Prices
52.219-8 Utilization of Small Business Concerns
52.232-17 Interest
52.233-2 Service of Protest
52.242-13 Bankruptcy
52.244-5 Competition in Subcontracting
52.246-23 Limitation of Liability ("Acceptance of supplies delivered under this Contract" shall mean acceptance by the Government under the prime Contract of the supplies delivered hereunder or as incorporated in supplies delivered to the Government by Buyer.)
52.246-25 Limitation of Liability - Services
52.247-63 Preference for U.S.-Flag Air Carriers
52.248-1 Value Engineering


FAR Clauses Applicable If This Order Exceeds $650,000.
52.219-9 Small Business Subcontracting Plan


FAR Clauses Applicable If This Order Exceeds $700,000.

52.215-10 Price Reduction for Defective Cost or Pricing Data
52.215-11 Price Reduction for Defective Cost or Pricing Data – Modifications (Notes 2 & 3)
52.215-12 Subcontractor Certified Cost or Pricing Data
52.215-13 Subcontractor Certified Cost or Pricing Data - Modifications
52.215-15 Pension Adjustments and Asset Reversions (Notes 2 & 3)
52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other Than Pensions
52.215-19 Notification of Ownership Changes
52.215-20 Requirements for Certified Cost or Pricing Data or Information Other Than Cost or Pricing Data (Paragraph (a)(2) Contracting Officer shall only mean Government Contracting Officer)
52.215-21 Requirements for Certified Cost or Pricing Data or Information Other Than Cost or Pricing Data – Modifications (Paragraph (a)(2) Contracting Officer shall only mean Government Contracting Officer)
52.230-2 Cost Accounting Standards (Large Businesses only) (Notes 2 & 3)
52.230-3 Disclosure and Consistency of Cost Accounting Practices (Large Business only) (Notes 2 & 3)
52.230-6 Administration of Cost Accounting Standards (Large Businesses only) (Notes 2 & 3)


FAR Clauses Applicable If This Order Exceeds $1,000,000 (Exceptions as noted).

52.243-7 - Notification of Changes (Insert "10 calendar days" in the spaces provided in paragraphs (b) and (d))


FAR Clauses Applicable If This Order Exceeds $5,000,000 and the Performance Period is 120 days or more.

52.203-13- Contractor Code of Business Ethics and Conduct (All disclosures of violation of the civil False Claims Act or of the Federal criminal law shall be directed to the agency Office of the Inspector General, with a copy to the Contracting Officer.)

52.203-14- Display of Hotline Poster(s) (This clause is included in this Subcontract and in all lower tier subcontracts that exceed $5,000,000, except when the subcontract (1) Is for the acquisition of a commercial item; or (2) Is performed entirely outside the United State.)


DFARS Clauses

DFARS Clauses Applicable to this Order Irrespective of the Amount of the Order (Exceptions as noted).

252.204-7000 - Disclosure of Information ((In paragraph (b), change "45" days to "60"days.))

252.204-7003 - Control of Government Personnel Work Product

252.204-7005 - Oral Attestation of Security Responsibilities

252.204-7008 - Requirements for Contracts Involving Export-Controlled Items (If applicable)

252.211-7003 - Item Identification and Valuation

252.211-7008 - Use of Government-Assigned Serial Numbers

252.215-7003 - Excessive Pass-Through Changes- Identification of Subcontract Effort (Applies to solicitation only)

252.215-7004 - Excessive Pass-Through Charges (Notes 2& 3)

252.223-7001 - Hazard Warning Labels

252.223-7006 - Prohibition on Storage and Disposal of Toxic and Hazardous Materials

252.225-7001 - Buy American Act and Balance Of Payments Program

252.225-7002 - Qualifying Country Sources as Subcontractors

252.225-7009 - Restriction on Acquisition of Certain Articles Containing Specialty Metals 252.225-7013Duty-Free Entry

252.225-7036 - Buy American Act - Free Trade Agreement - Balance of Payments Program

252.227-7013 - Rights in Technical Data- Noncommercial Items (Note 3)

252.227-7014 - Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation (Note 3)

252.227-7015 - Technical Data - Commercial Items (Notes 2 & 3)

252.227-7016 - Rights in Bid or Proposal Information (Note 3)

252.227-7017 - Identification and Assertion of Use, Release, or Disclosure Restrictions (Notes 2 & 3)

252.227-7019 - Validation of Asserted Restrictions - Computer Software (Notes 2 & 3)

252.227-7025 - Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends

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

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

252.227-7028 - Technical Data or Computer Software Previously Delivered to the Government 252.227-7030Technical Data-Withholding of Payment

252.227-7037 - Validation of Restrictive Markings on Technical Data (Notes 2 & 3)

252.227-7038 - Patent Rights – Ownership by the Contractor (Large business) (Replaces FAR 52.227-11 for DOD contracts only)

252.227-7039 - Patents-Reporting of Subject Inventions (Applicable to contracts containing FAR 52.772-11 only) 252.231-7000Supplemental Cost Principles

252.232-7003 - Electronic Submission of Payment Requests 252.235-7003Frequency Authorization

252.239-7016 - Telecommunications Security Equipment, Devices, Techniques, and Services 252.243-7001Pricing of Contract Modifications

252.245-7001 - Reports of Government Property (In paragraph (a)(3) change Oct. 31 to Sept. 30) 252.246-7001Warranty of Data - Alternate II

252.246-7003 - Notification of Potential Safety Issues

252.249-7002 - Notification of Anticipated Contract Termination or Reduction


DFARS Clauses Applicable if this Order Exceeds $150,000.

252.203-7001 - Prohibition on Persons Convicted of Fraud or Other Defense-Contract-Related Felonies

252.208-7000 - Intent to Furnish Precious Metals as Government-Furnished Material

252.208-7001 - Transportation of Supplies by Sea


DFARS Clauses Applicable if this Order Exceeds $500,000.

252.226-7001 - Utilization of Indian Organizations and Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns – DOD Contracts


DFARS Clauses Applicable if this Order Exceeds $650,000.

252.219-7003 - Small, Small Disadvantaged and Women-Owned Small Business Subcontracting Plan (DoD Contracts)

252.225-7006 - Quarterly Reporting of Actual Contract Performance Outside the United States and Canada


DFARS Clauses Applicable if this Order Exceeds $700,000.

252.215-7000 - Pricing Adjustments


DFARS Clauses Applicable if this Order Exceeds $1,000,000.

252.225-7033 - Waiver of United Kingdom Levies (UK Contracts only)


DFARS Clauses Applicable if this Order Exceeds $1,500,000

252.211-7000 - Acquisition Streamlining


DFARS Clauses Applicable if this Order Exceeds $12,500,000

252.225-7004 - Report of Intended Performance outside the United States and Canada – Submission after Award