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Full Text Clauses
10.
NOTICE OF LABOR DISPUTES (Applicable for all purchase orders/subcontracts where a
labor dispute might delay timely performance.)
Whenever Seller has knowledge that any present or potential labor dispute is delaying or threatens to
delay the timely performance of this Subcontract, Seller shall immediately give notice to Buyer including
all relevant information. Seller agrees to insert the substance of this clause, including this sentence, in
any lower-tier subcontract/orders where a labor dispute might delay timely performance of this
Subcontract.
11.
QUALITY CONTROL SYSTEM (Applicable for all purchase orders/subcontracts.)
Seller agrees to provide and maintain a quality control system acceptable to Buyer or the Government,
where applicable, for the work purchased under this Subcontract. Seller shall permit both the Buyer and
Government reasonable access to Seller facilities to review procedures, practices, processes and related
documents to determine such quality control system acceptability. Seller shall have a continuing
obligation to promptly notify Buyer of any violation of or deviation from Seller's approved
inspection/quality control system and to advise Buyer of the quantity and specific identity of any products
or Work delivered by Buyer during the period of any such violation or deviation. Seller shall maintain
records evidencing all inspections made under the system and the outcome. These records shall be kept
complete and made available to Buyer and Government during Seller's performance under this
Subcontract and for a period of three (3) years after Buyer's acceptance of all goods delivered or services
rendered under this Subcontract. Seller agrees to include and to require subcontractors to include, the
substance of this paragraph, including this sentence, in each of its subcontracts under this Subcontract.
15.
PATENT, TRADEMARK, AND COPYRIGHT INDEMNITY (Applicable for all purchase
orders/subcontracts.)
Seller shall defend, indemnify, and hold Buyer, Buyer's officers, agents, employees, and customers
harmless against all claims suits, actions, awards (including, but not limited to, awards based on
intentional infringement of patents known at the time of such infringement, exceeding actual damages
and/or including attorneys' fee and/or costs), liabilities, damages, costs, and attorneys' fees related to the
actual or alleged infringement of any United States intellectual property right (including but not limited
to, any right in a patent copyright, industrial design or semiconductor mask work, or based on
misappropriation or wrongful use of information or documents) and arising out of the manufacturing, sale
or use of products by either Buyer or its customer delivered under this Subcontract. Buyer and/or its
customer will duly notify Seller of any claims, suits or actions; and Seller shall, at its own expense, fully
defend such claims, suit or action on behalf of indemnitees or obtain such licenses as are necessary to
remove such infringement.
Seller's obligations shall not apply to products manufactured by Seller pursuant to detailed designs
developed by Buyer and furnished to Seller under a this Subcontract, which does not require research,
development, or design work, by Seller.
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Seller's obligation shall also not apply to any infringement arising from the use or sale of products in
combination with items not delivered by Seller if such infringement would not have occurred from the use
of sale of such products solely for the purpose for which they were designed or sold to Buyer.
16.
RIGHTS IN INTELLECTUAL PROPERTY (Applicable for all purchase orders/subcontracts.)
Any and all inventions, technology, designs, works of authorship, mask works, technical information,
computer software, and other information or materials generated under this Agreement shall be the sole
property of the Seller. Seller grants to Buyer a limited, royalty free, paid up, non-exclusive license to use,
modify, and copy any data, software, copyrights, reports, and works of authorship, conceived, developed
or generated in performance of this Contract for the sole purpose of Buyer fulfilling its Prime Contract
obligations.
30.
FAIR LABOR STANDARDS ACT (Applicable for all purchase orders/subcontracts.)
Seller represents that all goods sold under this Subcontract have been manufactured in compliance with
all terms, rules and regulations issued under the Fair Labor Standards Act of 1938, as amended. The
administration and enforcement of the Fair Labor Standards Act are the responsibility of the U.S.
Department of Labor, and any questions as to the requirements of the Act or its applicability to work
required by this Subcontract should be addressed to the Administrator, Wage and Hour, Public Orders
Division, U.S. Department of Labor, Washington, D.C., 20210, or to a Labor Department Regional
Office.
31.
OCCUPATIONAL SAFETY AND HEALTH ACT (Applicable for all purchase orders/
subcontracts.)
By accepting this Subcontract, Seller agrees to furnish equipment, services, goods or materials pursuant to
the terms of this Subcontract, shall comply with the Occupational Safety and Health Act of 1970 and
regulations issued pursuant thereto. Seller agrees to repair, modify or replace any equipment, goods, or
materials not complying with OSHA at its sole cost and expense and to hold harmless and indemnify
Buyer from any liability and expense (including attorney's fees) by reason of property damage, personal
injury (including death), fines or penalties occasioned in whole or in part from a violation of OSHA
standards.
INTELLECTUAL PROPERTY AND DATA RIGHTS - RIGHTS IN DATA (Applicable for all
purchase orders/subcontracts where data will be delivered or exchanged. This language from the prime
contract applies to both Sierra Nevada Corporation (SNC) to Lockheed Martin and Lockheed Martin to
the subcontractor.)
C.
Background Data
(1)
In the event Seller furnishes to SNC or in the event SNC or Seller furnishes to NASA either
directly or via SNC Seller Background Data developed at private expense that existed prior to, or was
produced outside of, this Agreement, and such Seller Background Data embody Proprietary Data, and
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such Seller Background Data is so identified with a suitable restrictive notice, SNC and NASA will use
reasonable efforts to maintain the Seller Background Data in confidence and such Seller Background Data
will be disclosed and used by SNC or NASA and any Related Entity of NASA (under suitable protective
conditions) only for evaluating/furthering SNC's Dream Chaser Program. SNC shall not disclose Seller
Background Data to any third party other than NASA without the express written permission of the
Seller. Upon completion of activities under SNC's SAA, such Seller Background Data will be disposed of
as requested by Seller.
Subcontracts Mission Assurance Requirements Document (SMARD)
SMARD 4.2.2 QUALITY MANUAL (Applicable for all purchase orders/subcontracts. Table 1 is
available below beginning on Page 4.)
4.2.2
Quality manual
The Seller shall create and maintain a compliance matrix that clearly demonstrates how the Seller's
quality system meets the requirements of this document.
(An example is provided in Table 1)
The Seller shall flow-down to sub tier suppliers the requirements of this Subcontracts Mission Assurance
Requirements Document to ensure end-item conformance.
SMARD 7.5.3.2 TRACEABILITY (Applicable for all purchase orders/subcontracts.)
Seller shall maintain traceability and monitoring of lot/batch identification and lot date codes to the
manufacturer, supplier, subcontractor or vendor. Material properties data shall be submitted in
accordance with Subcontract Quality Code requirements. The seller shall also collect and record the same
information on material supplied by the buyer as CFE/CFM. All applicable traceability information shall
be made available to the buyer upon request or delivered as required by the SOW.
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Table 1--Example Compliance Matrix to SMARD 4.2.2 Quality Manual
Para.
Description
1.0
QUALITY SYSTEM
REQUIREMENTS
Purpose
Proprietary
Scope
Policy
Relation to AS 9100
DOCUMENTS
Applicable Documents
SNC Documents
Other Documents
GENERAL REQUIREMENT
QUALITY MANAGEMENT
SYSTEM REQUIREMENTS
General Requirements
Documentation Requirements
General
Quality Manual
Control of Documents
Control of Records
Configuration Management
Configuration Management and
Audits
MANAGEMENT REPONSIBILITY
Management Commitment
Customer Focus
Quality Policy
Planning
Quality Objectives
Quality Management System Planning
Responsibility, Authority, and
Communication
Responsibility and Authority
Management Representative
Internal Communication
Management Review
General
Review Input
Review Output
RESOURCE MANAGEMENT
Provision of Resources
Human Resources
1.1
1.2
1.3
1.4
1.5
2.0
2.1
2.1.1
2.1.2
3.0
4.0
4.1
4.2
4.2.1
4.2.2
4.2.3
4.2.4
4.3
4.3.1
5.0
5.1
5.2
5.3
5.4
5.4.1
5.4.2
5.5
5.5.1
5.5.2
5.5.3
5.6
5.6.1
5.6.2
5.6.3
6.0
6.1
6.2
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6.2.1
6.2.2
6.3
6.4
6.4.1
6.4.2
6.4.2.1
6.4.3
6.4.3.1
6.4.3.2
6.4.3.3
7.0
7.1
7.2
7.2.1
7.2.2
7.2.3
7.3
7.3.1
7.3.2
7.3.2.1
7.3.2.2
7.3.2.2.1
7.3.2.3
7.3.2.4
7.3.2.5
7.3.2.6
7.3.3
7.3.4
7.3.4.1
7.3.4.2
7.3.5
7.3.6
7.3.7
7.4
7.4.1
7.4.1.1
General
Competence, Awareness and Training
Infrastructure
Work Environment
Electrostatic Discharge (ESD)
Cleanliness and Contamination
Control
Foreign Object Elimination
Safety Requirements
General System Safety Program
Safety Compliance
Incident Reporting
PRODUCT REALIZATION
Planning of Product Realization
Customer-Related Processes
Determination of Requirements
Related to the Product
Review of Requirements Related to the
Product
Customer Communication
Design and Development
Design and Development Planning
Design and Development Inputs
Reliability Requirements
Reliability Assessment
Probabilistic Risk Assessment
Failure Modes, Effects, and Criticality
Analysis (FMECA)
Critical Item Controls
Limited Life Analysis
Design Maintainability
Design and Development Outputs
Design and Development Review
Design and Development Review –
Hardware
Design and Development Review –
Software/Firmware
Design and Development Verification
Design and Development Validation
Control of Design and Development
Changes
Purchasing
Purchasing Process
Selection Of Sub-Tier supplier and
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7.4.2
7.4.2.1
7.4.3
7.5
7.5.1
7.5.1.1
7.5.2
7.5.3
7.5.3.1
7.5.3.2
7.5.3.3
7.5.3.4
7.5.4
7.5.5
7.5.6
7.5.7
7.6
7.7
7.7.1
7.7.3
8.0
8.1
8.2
8.2.1
8.2.2
8.2.3
8.2.4
8.2.4.1
8.2.4.2
8.2.4.3
8.2.4.4
8.2.4.5
Dear-Distributors
Purchasing Information
Commercial Off the shelf (COTS)
Hardware and Software
Verification of Purchased Product
Production and Service Provision
Control of Production and Service
Provision
Manufacturing Readiness Review
(MRR)
Verification of Production Revision
Identification and Traceability
Identification
Traceability
Inspection and Test Status
Sampling
Customer Property
Preservation of Product
Integration and Test
Mechanical Ground Support
Equipment
Control of Monitoring and Measuring
Devices
Software Quality Assurance
Requirements
General
Software Testing
MEASUREMENT, ANALYSIS,
AND IMPROVEMENT
General
Monitoring and Measurement
Customer Satisfaction
Internal Audit
Monitoring and Measurement of
Processes
Monitoring and Measurement of
Product
Mandatory Inspection Points (MIPs)
Seller’s Quality Organization
Inspections and Reviews
Test Readiness Review (TRR)
Opening of Hardware After the Start
of Test
End Item Documentation for Shipment
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8.2.4.6
8.2.4.7
8.2.4.8
8.2.4.9
8.3
8.3.1
8.3.1.1
8.3.2
8.3.3
8.3.3.1
8.3.3.2
8.4
8.5
8.5.1
8.5.2
8.5.3
9.0
9.1
9.2
9.3
10.0
End Item Data Package
Pre-Ship Readiness Review
Independent MA Verification of
Product Qualification
Photographic Coverage
Control of Nonconforming product
Nonconforming Material
Rejection and Re-submission of
Defective Material
Deviation/Waiver Process
Failure Investigation/Corrective
Action and Reporting
Post-Delivery Product Failures
Failures Occurring Prior to Delivery
Analysis of Data
Improvement
Continual Improvement
Corrective Action
Preventive Action
MISSION SUCCESS PROCESSES
Alerts and Bulletins
Lessons Learned Notices (LLNs)
Independent readiness
Reviews/Hardware Acceptance
Reviews
GLOSSARY OF TERMS
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