In Consideration of the Promises Hereinafter Set Forth, the Parties Agree

FIRM FIXED PRICE SUBCONTRACT

THE SCHEDULE

1. Subcontract Number:
41______Mod #_____ / 2. Offer Dated:
______/ 3. Supplier Proposal Valid Until:
______/ 4. DPAS Rating

N/A

5. Name and Address of Buyer
Lockheed Martin Corporation, acting through its
Information Systems & Global Solutions (IS&GS) Business Area
Street: ______
City/State: ______
Attention: ______
Phone: ______
E-Mail Address: ______/ 6. Name and Address of Seller / Subcontractor
Name: ______
Street: ______
City/State: ______
Attention: ______
Phone: ______
Email: ______
7. BRIEF DESCRIPTION: Identify what you are purchasing
8. TABLE OF CONTENTS
(X) / SEC / DESCRIPTION / PAGE(S) / (X) / SEC / DESCRIPTION / PAGE(S)
PART I - THE SCHEDULE / G / SUBCONTRACT ADMINISTRATION
A / SUBCONTRACT PREAMBLE / H / SPECIAL PROVISIONS
B / SUPPLIES OR SSERVICES AND PRICE / PART II – CONTRACT CLAUSES
C / DESCRIPTION / SCOPE OF WORK / I / STANDARD TERMS AND CONDITIONS
D / F.O.B. POINT, PACKAGING, SHIPMENT AND ROUTING / PART III – LIST OF EXHIBITS AND OTHER ATTACHMENTS
E / INSPECTION AND ACCEPTANCE / J / LIST OF EXHIBITS
F / Period of Performance, Place of Performance and Delivery Schedule

When executed by Lockheed Martin, this Subcontract, as described, shall constitute the entire agreement between the Parties hereto and any Terms or Conditions offered by the Subcontractor in addition thereto or in any way different from those set forth herein are hereby objected to by Lockheed Martin.

In WITNESS WHEREOF, the Parties hereto have executed this Subcontract effective as of ______(day/month/year).

LOCKHEED MARTIN CORPORATION
Information Systems & Global Solutions
(Accounting Segment, if appropriate / SUBCONTRACTOR NAME
By: / By:
Printed Name _____ / Printed Name _____
Title: / Title:
Date: / Date:

In consideration of the promises hereinafter set forth, the parties agree:

SUBCONTRACT PREAMBLE

This Subcontract, is entered into by and between Lockheed Martin Corporation acting through its Information Systems & Global Solutions business, with offices at insert your company’s location (hereinafter called “Lockheed Martin,” "LM IS&GS" or "Buyer"), and ______, with offices at ______(hereinafter called "Subcontractor" or "Seller").

B.SUPPLIES OR SERVICES AND PRICE

1.Seller agrees to deliver all items and to render all services and performance required hereunder to LMIS&GS for the Firm Fixed Price of $ ____.

2.The itemized line item prices are as follows(insert milestones, if applicable):

UnitUnit

Line ItemDescriptionQtyPriceTotal Price

______

Total Price All Items $__

The milestones listed above will be delivered according to the schedule set forth in section F.2

3.Buyer reserves the right to exercise any part, all, or none (tailor to fit your option) of the Options identified below at the costs stated for each of the Options. Buyer shall exercise these Options by written direction to Seller at any time up to and including the Last Date to Exercise below. If the Buyer exercises an Option by the start date of the Option set forth below, Seller shall perform the Option Work at the negotiated costs stated in the Option. If the Options are not exercised, LM IS&GS shall not be liable to Seller in any manner for the amounts relative to the Options, or any part thereof, as set forth below.

Last DateUnitTotal

Line ItemDescriptionTo ExerciseQtyPricePrice

______

5.Limitation of Obligation (Incremental Funding for Firm Fixed Price Contracts) (DO NOT USE IF FULLY FUNDED)

This Subcontract will be incrementally funded by LOCKHEED MARTIN. Of the total Firm Fixed Price of this Subcontract, the sum of ______dollars ($______) is presently available for payment and allotted to this Subcontract, including termination liability. Any expenditures or obligations incurred by Seller in excess of said amount in the performance hereunder shall be at Seller’s own risk. It is anticipated that from time to time additional funds will be allotted to this Subcontract until the total price of the contract items is allotted. The period of performance estimated to be covered by the allotted amount specified above is through ______(Insert Date).

When expenditures reach 85% of the incremental funding identified above, Seller shall notify Buyer of the approach of the expenditure limit and provides Buyer with a future projection for when the funding will be completely depleted. The notification must be in writing and is recommended to be communicated electronically.

C. DESCRIPTION / SCOPE OF WORK

1.Seller, in the capacity of an independent subcontractor, and not as an agent of Lockheed Martin, shall provide, in accordance with the terms and conditions set forth herein, the personnel, services, materials, equipment, and facilities (collectively referred to as Work) necessary for the proper accomplishment of the tasks specified in the Exhibits cited in Section J and other requirements identified elsewhere in this Subcontract. All deliverable Work set forth herein shall be delivered in strict accordance with the delivery schedule set forth in section F.1. Period of Performance, Place of Performance and Delivery Schedule.

2.If this Subcontract is primarily for the purpose of furnishing service, no subcontract shall be made by the Seller with any other Party for furnishing all or substantially all of the Work or services herein subcontracted for without the advance written approval of Lockheed Martin, but this provision shall not be construed to require the approval of contracts of employment between Seller and Personnel assigned for services hereunder.

D. RESERVED

E. INSPECTION AND ACCEPTANCE

1.The inspection of the work to be performed under this Subcontract shall be in accordance with the documents in Section J herein and the applicable Terms and Conditions.

2.Final Acceptance shall occur at ______in accordance with the requirements of Section J. Satisfying the requirements of Section J shall not constitute waiver or release Seller from the responsibility for meeting other provisions of this Subcontract.Ensure that the acceptance criteria are clearly defined either here or in an Exhibit.

3.The following Quality Assurance Clauses are applicable to and hereby made a part of this Subcontract:

ClauseTitle

F. PLACE OF PERFORMANCE, PERIOD OF PERFORMANCE AND DELIVERY SCHEDULE

1.All work hereunder shall be performed at ______and other locations as mutually may be agreed upon by Buyer and Seller.

2.Seller shall commence performance on or about ______, and shall complete all performance on or before ______in conformance with the following schedule: Insert Milestones by line item, if applicable.

Line ItemQuantityDelivery DateAcceptance Criteria (for milestones)

______

3.Unless otherwise provided, delivery dates specified above are dates that the items are to be received at the Lockheed Martin facility identified in section D.1.F.O.B. Point, Packaging, Shipment and Routing.

G. SUBCONTRACT ADMINISTRATION

1. AUTHORITY AND NOTIFICATION

a. Sole authority to make changes in or amendments to this Subcontract and to effect deviations from the work herein specified is hereby vested in the authorized representative of LM IS&GS's Subcontract Administrator and must be made in writing. Unauthorized changes, alterations or modifications to this Subcontract will not be considered for equitable adjustment.

b. Changes to the Subcontract or its scope shall not be made without the express written authorization of the designated LM IS&GS Subcontract Administrator. Except as otherwise specifically provided herein, any notices to be furnished by Seller to LM IS&GS, or by LM IS&GS to Seller shall be sent by mail or electronic means as follows:

LM IS&GS Technical Representative

Lockheed Martin Corporation, Acting through its

Information Systems & Global Solutions (IS&GS) Business Area

______

Attention: ______

Phone No. (____) _____-______

Fax No. (____) ____-______

E-mail Address: ______

LM IS&GS Subcontract Administrator

Lockheed Martin Corporation, Acting through its

Information Systems & Global Solutions (IS&GS) Business Area

______

Attention: ______

Phone No. (____) _____-______

Fax No. (____) ____-______

E-mail Address: ______

SELLER Technical Representative/Point of Contract

______

Attention: ______

Phone No. (____) _____-______

Fax No. (____) ____-______

E-mail Address: ______

SELLER Subcontract Representative/Point of Contact

______

Attention: ______

Phone No. (____) _____-______

Fax No. (____) ____-______

E-mail Address: ______

2. REPORTS AND DOCUMENTATION(RESERVED or USE IF APPLICABLE)

a.Seller agrees to prepare and submit all technical and other documentation as specified in Exhibit __ and the following administrative reports:

(All these items are not required on all subcontracts. Select the ones applicable to your program. Try to make this table the single point of reference for all paper/soft copy deliveries on the program, unless you have a separate attachment for SDRL’s, in which case, this table should contain everything else.)

Item / Description / Quantity / Due Date
1 / Disposition of Residual Government Property, DD Form 500 Series / 3 / One as required to cognizant Government Agency and Two copies with Final Invoice
2 / Report of Security Requirements Compliance / 2 / With Final Invoice
3 / VIP Reconciliation Report / 1 / Monthly on (date) with Invoice
4 / Individual Subcontracting Report (ISR) electronic / 1 / April 30 and October 30 each year
5 / DD1662 – DoD Property in the Custody of Contractors / 1 / Annually on 1 August
6 / Insurance Certificate / 1 / Annually (if sub performing on LM or Govt. property)
7 / Visit Authorization Letter – Security Requirement / 1 / Annually by 15 September

b.All reports and documentation specified hereinabove shall be addressed to the cognizant LM IS&GS Subcontract Administrator.

3. PREDETERMINATION OF RIGHTS IN DATA AND COMPUTER SOFTWARE

a.All technical data and computer software that is deliverable, or subject to delivery, by Seller to Lockheed Martin or to the Government under this Subcontract, shall be furnished with unlimited rights to the Government, except as provided in Paragraph B below.

b. The following items of technical data and computer software shall be furnished with limited or restricted rights:

Technical Data or Computer Software to be Furnished with Restrictions / Basis for Assertion / Asserted Rights Category / Name of Person Asserting Restrictions

c. To the extent that additional technical data or computer software is later discovered to be of a Limited or Restricted Rights nature, as defined in the “Rights in Technical Data and Computer Software” clause (DFARS 252.227-7013), the foregoing list may be amended upon notification to Lockheed Martin and the U.S. Government.

4. INVOICE AND PAYMENT: Payment for subcontract work shall not relieve Seller of any obligation hereunder.

Subcontractor shall follow the instructions in the application workbook (located at / for payment processing. If no direct install measures are completed, no payment will be made for the Quick Energy Check-Up (QEC). Check distribution is anticipated to be within 6-8 weeks of project final approval. An email notification will be sent once the check has been distributed.

5.CHANGES: Prior to the issuance of a change order under this Subcontract, Buyer may solicit from Seller written agreement as to the maximum (in the case of an increase) adjustments to be made in the price and/or in the delivery schedule (or time of performance), by reason of the change. Buyer may also solicit such agreement on limitations on the adjustments to any other provisions of the Subcontract which may be subject to equitable adjustment by reason of the change. Seller shall promptly submit a "not-to-exceed" amount or maximum schedule adjustment when so requested by Buyer. Any such written agreement shall then be cited in the change order and upon its issuance shall be deemed to become part of the Subcontract. In no event shall the definitive equitable adjustment exceed the maximum price and/or delivery schedule (or time of performance) adjustments so established, nor otherwise be inconsistent with other adjustment limitations so established. Except with respect to such limitations, nothing contained herein shall affect the right of the Parties to an equitable adjustment by reason of the change, pursuant to this clause.

6. SUBCONTRACTOR STATUS REPORTING: During the monthly status meetings, Buyer will address Seller performance, using a Red, Yellow, Green (RYG) scorecard. The Red, Yellow, Green (RYG) reporting discipline is intended to communicate Seller performance for all active subcontracts.Buyer will ensure Seller performance ratings are documented monthly based on the six key Subcontractor Performance Ratings Criteria: Technical Performance, Cost Control, Schedule, Management, Supplier Stability, and Lockheed Martin Dependencies. If Seller’s overall rating is Yellow or Red, Buyer will communicate it in writing to Seller and Seller will respond with a recovery plan and Return to Green (RTG) date for Buyer review and acceptance.

7. RESERVED

8. ORDER OF PRECEDENCE AND INTERPRETATION: This Subcontract consists of this contract, the terms and conditions and Exhibits as listed below. In the event of any inconsistencies in this Subcontract, said inconsistencies shall be resolved by giving precedence in the following order:(NOTE: Exhibits must match those listed in Section J)

This (white paper) Subcontract
LMP2P Automated Purchase Order/Subcontract
Terms and Conditions and LM CorpDocs ______
Exhibit ___,DD254 Contract Security Classification Specification (if applicable)
Exhibit ___,Organizational Conflicts of Interest (if applicable)
Exhibit ___,Proprietary Information Agreement
Exhibit ___,Statement of Work or Specifications or Technical Work Statement, Titled “______”
Exhibit ___,Labor Hour Cost and Expense Table (if not incorporated into this subcontract)
Exhibit ___,Subcontractor Data Requirements List(if applicable)
Exhibit ___,Government and/or LM IS&GS Furnished Property (if applicable)
Exhibit ___,Insert Seller Name Small Business Subcontracting Plan

H. SPECIAL PROVISIONS

1. PRIME CONTRACT FLOWDOWNS The following Prime Contract Flowdowns are incorporated herein and apply to this procurement.

Insert here. This may be an attachment of the ECS Report.

2.INSURANCE: Seller and its subcontractors shall maintain for the performance of this Contract the following insurances:

(a) Workers' Compensation insurance for statutory obligations imposed by Workers' Compensation, Occupational Disease, or other similar laws;

(b) Employer's Liability: $1,000,000 per occurrence;

(d) Comprehensive General Liability (including contractual liability insurance): $2,000,000 per occurrence, and an aggregate, if any, of at least $4,000,000.

(e) Seller shall evidence Professional Liability insurance (Errors and Omissions) covering damages from the Seller’s legal liability for any negligent acts, errors, omission, breach of duty and/or misrepresentation related to Sellers’s obligation under this Agreement, to include Technology Errors and Omissions coverage in the amount of two million dollars ($2M) per claim and in the aggregate each year and Privacy and Network Security (i.e., Cyber Liability) coverage in the amount of two million dollars ($2M) per claim and in the aggregate each year.

SELLER shall provide LOCKHEED MARTIN forty-five (45) days advance written notice prior to the effective date of any cancellation or change in the term or coverage of any of SELLER's required insurance, provided however such notice shall not relieve SELLER of its obligations to maintain the required insurance. SELLER shall have its’ insurers name LOCKHEED MARTIN as an additional insured on the CGL and AL policies for the duration of this Contract. If requested, SELLER shall provide a "Certificate of Insurance" evidencing SELLER's compliance with these requirements. Insurance maintained pursuant to this clause shall be considered primary as respects the interest of LOCKHEED MARTIN and is not contributory with any insurance which LOCKHEED MARTIN may carry. "Subcontractor" as used in this clause shall include SELLER's subcontractors at any tier. SELLER's obligations herein for procuring and maintaining insurance coverage are freestanding and are not affected by any other language in this Contract.

Insurance for Subcontractors.Seller shall require such Subcontractor(s) to maintain insurance in accordance with the requirements of this Article.

3.BOND: If this Contract exceeds $25,000 the following provisions may (at the discretion of the Procurement Representative) apply:

1)Payment Bonds. The Subcontractor shall furnish a payment bond with good and sufficient surety or sureties in a form acceptable to LOCKHEED MARTIN for the protection of persons furnishing material or labor in connection with the performance of the Work under this Contract. The penal sum of such payment bond shall be one hundred (100) percent of the Contract price.

2)Performance Bond. The Subcontractor shall furnish a performance bond with good and sufficient surety or sureties in a form acceptable to LOCKHEED MARTIN in connection with the performance the Contract Work. The penal sum of such payment bond shall be one hundred (100) percent of the Contract price.

3)Date of Bonds. Bonds required hereunder shall be dated as of the same date as the Contract and shall be furnished by the Subcontractor to LOCKHEED MARTIN at the same time of execution of the Contract and prior to beginning any Work.

4)Additional Bond Security. If any surety upon any bond furnished in connection with this Contract is unacceptable to LOCKHEED MARTIN, the Subcontractor shall promptly furnish such other security as shall be acceptable to LOCKHEED MARTIN to protect the interests of LOCKHEED MARTIN and of persons applying labor or materials in the prosecution of the Work contemplated by this Contract.

5)Surety Obligation. Any surety, furnishing a bond hereunder, shall be bound by the terms of the Contract Documents.

3.PERSONALLY IDENTIFIABLE INFORMATION (PII):

Subcontractor, in the course of supporting this Subcontract may have access to and/or obtain Personally Identifiable Information (PII). PII is defined as: Any information that permits the identity of an individual to be determined. PII includes only that information which is collected for the purposes of conducting official company business, including customer PI. Subcontractor shall properly identify, effectively manage, and diligently protect all such PII.

The legend “PERSONAL INFORMATION” shall be applied to all PII by the originator when it is created, or by the individual accessing existing information.

Access to PII should be restricted to Subcontractor employees who have proper authorization and a need to know the information to carry out their assigned responsibilities.

Transmitting PII

Encrypt any emails that contains PII.

If PII needs to be sent via fax machines, Subcontractor shall use a secure fax machine (one that provides point-to-point encryption of the PII).

If PII needs to be sent via the mail, Subcontractor shall properly seal the package or container.

Storing PII

Secure hard copies in a locked desk, locked office, or locked cabinet or container.

Protect PII in a LAN, desktop hard drive, or database with the appropriate access controls (unique user ID and password at a minimum).

Protect PII on the portable electronic device with the appropriate access controls (unique user ID and password at a minimum). PII on portable electronic devices must be encrypted.

Protect PII on the workstation with the appropriate access controls (unique user ID and password at a minimum).

Disposing of PII

If the PII to be destroyed is in hard copy form, put it in a secure container designated for the disposal of PII, or otherwise destroy the information in a manner that precludes its reconstruction, such as shredding.