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21 December 2001
Prime Contract:
Contract N00030-01-C-0100
1.
GOVERNMENT BILLS OF LADING (GBL)
(Applicable for all purchase orders/subcontracts with deliverables)
All shipments from other Lockheed Martin Companies or Subcontractor's plants to
Lockheed Martin, the boost propulsion Subcontractors, Lockheed Martin Field Operations
or the Government shall be on Government Bills of Lading (GBLs). All shipments from
Lockheed Martin Field Operations to LMSSC-Sunnyvale, boost propulsion subcontractors,
subcontractors or Government Facilities shall also be on GBL. Commercial Bills of Lading
(CBL) may be used when schedule, cost, or other program advantages may thereby be
obtained. Lockheed Martin will evaluate transportation costs in the award of competitive
subcontracts issued hereunder.
2.
INDEMNIFICATION (U. K.) - COST REIMBURSEMENT (Applicable to Thiokol
Corporation, Alliant Aerospace Company, and Atlantic Research Corporation, if any of
those companies are issuing a cost reimbursement type subcontract to a United Kingdom
Firm)
H-11 SSP 5252.250-9753
Indemnification Supplement (Sep 1999)
1. Public Law 85-804. If this contract includes the "Indemnification Under Public Law 85804" clause, the Contractor shall provide and maintain financial protection of the types and
in the amounts as are from time to time approved by the Secretary of the Navy in the latest
memorandum of approval under Public Law 85-804. For purposes of such clause:
(a) "nuclear risks" means those risks attributable to the radioactive, toxic, explosive, or
other hazardous properties of "special nuclear material," "by-product material," or "source
material," as such materials are defined in the Atomic Energy Act of 1954, as amended; and
(b) "unusually hazardous risks" means those risks of explosion, detonation, burning or
propulsion attributable to the utilization of high energy propellants in (a) POLARIS,
POSEIDON, TRIDENT or Tomahawk Cruise Missiles or of any component thereof, or (b)
propellant-powered POLARIS, POSEIDON, TRIDENT or Tomahawk Cruise test missiles
or of any component thereof, or (c) any other component or subcomponent of the
POLARIS, POSEIDON, TRIDENT or Tomahawk Cruise Missile weapon system which
uses high energy propellants;
2. 10 U.S.C. 2354. For purposes of the "Indemnification Under 10 U.S.C. 2354 -- Fixed
Price" or "Indemnification Under 10 U.S.C. 2354 -- Cost Reimbursement" clause (if
included in this contract):
(a) "claim, loss, or damage" is deemed to "arise from the direct performance of this
contract" if the cause of such claim, loss, or damage occurred during the period of
performance of this contract and as a result of the performance of this contract; and
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(b) "unusually hazardous risks" means (1) those risks attributable to the radioactive, toxic,
explosive, or other hazardous properties of "special nuclear material," "by-product
material," or "source material," as such materials are defined in the Atomic Energy Act of
1954, as amended, and (2) those risks of explosion, detonation, burning, or propulsion
attributable to the utilization of high energy propellants in (i) POLARIS, POSEIDON,
TRIDENT or Tomahawk Cruise Missiles or of any component thereof, or (ii) propellantpowered POLARIS, POSEIDON, TRIDENT or Tomahawk Cruise test missiles or of any
component thereof, or (iii) any other component or subcomponent of the POLARIS,
POSEIDON, TRIDENT or Tomahawk Cruise Missile weapon system which uses high
energy propellants.
H-12 SSP 5252.250-9752
Indemnification (U.K.) (Sep 1999)
1. This clause applies only to the extent this contract is a procurement on behalf of the
United Kingdom and applies in lieu of any "Indemnification Under Public Law 85-804" or
"Indemnification Under 10 U.S.C. 2354" clause in this contract.
2. For purposes of this clause:
(a) "Contractor's principal officials" means directors, officers, managers, superintendents,
or other representatives supervising or directing-(1) all or substantially all of the Contractor's business;
(2) all or substantially all of the Contractor's operations at any one plant or separate location
in which this contract is being performed; or
(3) a separate and complete major industrial operation in connection with the performance
of this contract;
(b) "nuclear risks" means those risks attributable to the radioactive, toxic, explosive, or
other hazardous properties of "special nuclear material," "by-product material," or "source
material," as such materials are defined in the Atomic Energy Act of 1954, as amended; and
(c) "unusually hazardous risks" means those risks of explosion, detonation, burning, or
propulsion attributable to the utilization of high energy solid or liquid propellants in (1)
POLARIS or TRIDENT missiles or of any component thereof, or (2) propellant-powered
POLARIS or TRIDENT test missiles or of any component thereof, or (3) any other
component or subcomponent of the POLARIS or TRIDENT weapon system which uses
high energy solid or liquid propellants.
3. Regardless of any other provisions of this contract, the Government shall, subject to the
limitations contained in the other paragraphs of this clause, indemnify the Contractor
against--
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(a) Claims (including reasonable expenses of litigation or settlement) by third persons
(including employees of the Contractor) for death; personal injury; or loss of, damage to, or
loss of use of property;
(b) Loss of, damage to, or loss of use of Contractor property, excluding loss of profit; and
(c) Loss of, damage to, or loss of use of Government property, excluding loss of profit.
4. This indemnification applies only to the extent that the claim, loss, or damage (a) arises
out of or results from a risk defined in this contract as unusually hazardous or nuclear and
(b) is not compensated for by insurance or otherwise. Any such claim, loss, or damage, to
the extent that it is within the deductible amounts of the Contractor's insurance, is not
covered under this clause. If insurance coverage or other financial protection in effect on
the date the approving official authorizes use of this clause is reduced, the Government's
liability under this clause shall not increase as a result.
5. When the claim, loss, or damage is caused by willful misconduct or lack of good faith on
the part of any of the Contractor's principal officials, the Contractor shall not be
indemnified for-(a) Government claims or United Kingdom claims against the Contractor (other than those
arising through subrogation); or
(b) Loss or damage affecting the Contractor's property.
6. With the Contracting Officer's prior written approval, the Contractor may, in any
subcontract under this contract, indemnify the subcontractor against any risk defined in this
contract as unusually hazardous or nuclear. This indemnification shall provide, between the
Contractor and the subcontractor, the same rights and duties, and the same provisions for
notice, furnishing of evidence or proof, and Government settlement or defense of claims as
this clause provides. The Contracting Officer may also approve indemnification of
subcontractors at any lower tier, under the same terms and conditions. The Government
shall indemnify the Contractor against liability to subcontractors incurred under subcontract
provisions approved by the Contracting Officer.
7. The rights and obligations of the parties under this clause shall survive this contract's
termination, expiration, or completion. The Government shall make no payment under this
clause unless the agency head determines that the amount is just and reasonable. The
Government may pay the Contractor or subcontractors, or may directly pay parties to whom
the Contractor or subcontractors may be liable.
8. The Contractor shall-(a) Promptly notify the Contracting Officer of any claim or action against, or any loss by,
the Contractor or any subcontractors that may be reasonably be expected to involve
indemnification under this clause;
(b) Immediately furnish to the Government copies of all pertinent papers the Contractor
receives;
(c) Furnish evidence or proof of any claim, loss, or damage covered by this clause in the
manner and form the Government requires; and
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(d) Comply with the Government's directions and execute any authorizations required in
connection with settlement or defense of claims or actions.
9. The Government may direct, control, or assist in settling or defending any claim or
action that may involve indemnification under this clause.
10. The following applies to the extent this contract is a cost-reimbursement contract: The
cost of insurance (including self-insurance programs) covering a risk defined in this
contract as unusually hazardous or nuclear shall not be reimbursed except to the extent that
the Contracting Officer has required or approved this insurance. The Government's
obligations under this clause are-(a) Excepted from the release required under this contract's clause relating to allowable
cost; and
(b) Not affected by this contract's Limitation of Cost or Limitation of Funds clause.
11. The Contractor shall provide and maintain financial protection of the types and in the
amounts as are from time to time approved by the Secretary of the Navy in the latest
memorandum of approval under Public Law 85-804.
12. Article VIII of the Polaris Sales Agreement of 6 April 1963 (T.I.A.S. 5313) and 22
U.S.C. 2762 constitute authority for the above indemnification.
3.
UNITED KINGDOM SUBCONTRACTS (Applicable if you are a United Kingdom
company)
Special Provisions MSD-l (UK-D5) or MSD-2 (US/UK-D5) dated July 1990 as applicable,
if you are a UK company check with the Lockheed Martin buyer that issued your purchase
order/subcontract for a copy of the applicable document.
4.
APPROVED SUBCONTRACTOR INDEMNIFICATION (Applicable to Thiokol
Corporation, Alliant Aerospace Company, and Atlantic Research Corporation)
"The Contracting Officer approves the inclusion of indemnification provisions pursuant to
the clauses of this contract entitled, "Indemnification Under Public Law 85-804" and
"Indemnification (U. K.) - Cost Reimbursement" in any subcontract made under this
contract. However, no inclusion is authorized unless the Government will receive the
benefit of all cost savings, if any, to the Subcontractor, the Prime Contractor and all highertier subcontractors, if any. The clause developed for this Indemnification identified as
either '7068/0196C' (Fixed Price) or '7076/0196C' (Cost Reimbursement). For copies of
either of these clauses, contact the Lockheed Martin Buyer.
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SUBCONTRACTOR'S RISK OF LOSS (Applicable to Alliant Aerospace Company,
Hamilton Sundstrand Corporation, Moog Inc., Thiokol Corporation (Elkton Division), and
Atlantic Research Corporation for cost reimbursement, time and material or labor hour
subcontracts)
FAR 52.245-5: Approval is provided for the flowdown of paragraph (g) of the FAR clause
52.245-5, Government Property (Cost-Reimbursement, Time and Material, or Labor Hour
Contracts).
6.
INSURANCE - LIABILITY TO THIRD PERSONS (Applicable to Alliant Aerospace
Company, Thiokol Corporation (Elkton Division) and Atlantic Research Corporation for
Cost Plus Incentive Fee or Cost Plus Fixed Fee subcontracts)
FAR 52.228-07, Insurance—Liability to Third Persons (Mar 1996)
7.
8.
SUBCONTRACTOR'S EMPLOYEES AT U. K. INSTALLATIONS (SEP.l999)
(Applicable if you will have any employees working at a United Kingdom Installation)
SSPO 5252.225-9750
a.
The Subcontractor shall ensure that its employees and the employees of any of its
lower-tier subcontractors shall learn and comply with the rules, regulations and
requirements in force at those establishments in the U. K. where the work is
performed. In addition, with respect to work performed within the U. K., the
Subcontractor and any of its lower-tier subcontractors shall comply with the security
regulations and requirements of the Ministry of Defense of U. K.
b.
If any of the employees of the Subcontractor or of any of its lower-tier subcontractors
are found to be either not qualified to perform the work required or otherwise
unsuitable, Lockheed Martin may direct that these employees to be returned to the U.S.
and replaced with qualified and suitable employees.
NON- DISCLOSURE AGREEMENT (SEP 1999) (Applicable to all purchase
orders/subcontracts)
Government employees shall not be required to sign a non-disclosure agreement or any
other document as a condition to gaining access to a Subcontractor’s (or any tier
Subcontractor’s or Supplier’s) data and other information needed to perform their official
duties. In addition, Government employees shall not be required to furnish personal or
biographical information or documents as a condition to gaining access to a subcontractor
(or any tier Subcontractor’s or Supplier’s) data and other information needed to perform
their official duties.
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Pursuant to the Trade Secrets Act, 18 U. S. C. § 1905, Government employees are
prohibited from making unauthorized disclosures of a Subcontractor’s (or any tier
Subcontractor’s or Supplier’s) proprietary information.
9.
FAR 52.247-67, Submission of Commercial Transportation Bills to the General Services
Administration for Audit (Jun 1997) Applicable if your subcontract is a cost
reimbursement subcontract.
10.
DFARS Clause 252.227-7017, Identification and Assertion of Use, Release, or Disclosure
Restrictions (Jun 1995). Applicable if purchase order/subcontract requires delivery of
non commercial items.
Note: “Offeror” means “Seller”, “Contracting Officer” means “Lockheed Martin or
Contracting Officer”. In paragraphs (a) and (b) the references to the Small Business
Innovative Research Data Rights clause are deleted.
11.
DFARS Clause 252.225-7012, Preference for Certain Domestic Commodities (Aug
1997)
Applicable to all purchase orders/subcontracts.
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