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Full Text Clauses
Article 5
Subcontracts (Applicable to all purchase orders/subcontracts, except for commercial items or
commercial services. Communication with the “Contracting Authority” shall be through Lockheed Martin.)
5.1
Unless otherwise specified in the Subcontract, the Contractor shall impose on Subcontractors listed in
Annex J the same conditions and requirements as are included in this Subcontract, unless the object of the
subcontracts is a commercial item or service. Should the Contractor in any instance deem it necessary to waive
the imposition of same conditions and requirements, he shall report it to the Contracting Authority at least 35
calendar days prior to award of the subcontract, provide rationale and obtain approval prior to award. This
approval shall not relieve the Contractor of any assigned responsibility. Contractor and subcontractors shall
comply with national rules and regulations of the Participating Governments with regard to the work
performed under this Subcontract.
5.2
To the maximum extent possible all Subcontracts shall be subjected to competitive tendering except in
cases where the Contracting Authority agrees otherwise.
The Contractor shall notify the Contracting Authority prior to award of the following Subcontracts and
amendments thereto other than those for raw material and components for:
a) those to be placed in Non-Participating Countries;
b) those to be placed in another Participating Country
5.3
The Contractor shall provide to the Contracting Authority on a regular six month basis a report
showing details of the Subcontracts down to the third level of subcontractors placed which:
a) are not placed as a result of genuine competitive tender;
b) are placed in Non-Participating Countries; or
c) have been placed in another Participating Nation.
This report shall include the following details:
a) Level of Contractor
b) Company performing the subcontract
c) Company placing the subcontract
d) Work identification
e) Subcontract price
f) Date and duration of the subcontract
g) Country where the work is to be performed
The Contractor/Subcontractors shall establish a database system on the CITIS network which will hold the
Contractor/Subcontractor details down to the third level of subcontracting which will be available to the
Contracting Authority and through him to NAMEADSMA and the Nations.
Before any non-competitive Subcontract is awarded the potential Supplier or Subcontractor shall be required to
confirm in writing that the prices quoted are calculated on the same basis as would be used in the case of the
prices quoted to their own government for domestic requirements.
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5.4
The Contracting Authority has the right to request copies of any subcontracts at any time. The
Contractor shall provide copies of subcontracts as requested by the Contracting Authority.
In addition, on a regular six month basis, the Contractor shall provide the Contracting Authority a copy of
those subcontracts and supporting documentation that the Contracting Authority has chosen for review.
5.5
The Contractor shall remain responsible for performance of the requirements of the Subcontract
notwithstanding any failure to perform by subcontractors except as may be excused by other provisions of this
Subcontract.
5.6
The Contractor shall not enter into any agreement with an actual or prospective subcontractor, nor
otherwise act in any manner, which has or may have the effect of restricting sales by such subcontractors
directly to the Contracting Authority or NAMEADSMA of any items or processes, including computer
Software, made or furnished by the Contractor under this Subcontract.
5.7
If the Contractor/subcontractors intend to award a Fixed Price Subcontract, they shall immediately
notify the Contracting Authority of their intention to allow for price investigation. This notification is required
for Subcontracts above 500,000.00 equivalent USD.
5.8
If the Contractor awards a subcontract to a United States (US) company, and said subcontract has a
value of $50,000 USD or more, the statement below must be included in the subcontract in accordance with
the US Defense Priorities and Allocation System (DPAS). If the Contractor awards a subcontract to a non-US
company which may in turn place a sub-tier subcontract with a value of $50,000 USD or more with a US
company, this full article 5.8 must be included in the subcontract. Through the DPAS, the US Government
directs US industry to give priority to certain Government programs and contracts. “DX” is the highest rating.
Additional information on the DPAS may be found at http://www.doc-bxa.bmpcoe.org/dpas.html.
“This is a rated Contract certified for National Defense. The CONTRACTOR is required to follow all
provisions of the Defense Priorities and Allocations System Regulation (15 CFR 700). The rating on this
Contract is DX”.
Article 6
Quality Assurance (Applicable to all purchase orders/subcontracts.)
6.1
The Contractor shall define and maintain an effective Quality Assurance System that will provide an
adequate and uniform level of quality management for all products and services under the Subcontract. The
quality system implemented shall be compliant to the current ISO 9001 standard and meet all the requirements
for certification.
6.2
The Contractor shall implement an appropriate quality management approach requiring all first level
Subcontractors identified in Annex Q (excluding LMOC and EUROMEADS) to be certified to the current ISO
9001 and to provide quality assurance for all the products and services IAW their relevant Quality Standards
(such as ISO, AQAP, MIL-STD, Commercial, etc.).
6.3
The Contractor shall be responsible for assuring compliant Quality Assurance standards and
requirements are flowed down the supply chain to lower tier subcontractors.
6.4
At the request of the Contracting Authority and NAMEADSMA, the Participating Governments will
furnish the Government Quality Assurance Service for the work carried on/out under this Subcontract, in
accordance with the provisions of the official mutual technical inspection agreement (STANAG 4107)
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including the confirmation of intermediate technical objective achievement. The Contractor shall allow action
of government representatives in accordance with the aforementioned STANAGs. Additional reference for
STANAGs documentation; http://www.nato.int/docu/standard.htm
Article 8
8.1
Prices in Subcontracts (Applicable to all purchase orders/subcontracts.)
The subcontracts will be drawn up in the currencies of the Participants.
8.2
The subcontract price will be established in accordance with national price regulations and practices
relating to government contracts of this kind in those countries where the respective Subcontractor is located.
8.3
To the extent that national price regulations and practices leave pricing to free arrangements between
the contracting parties, the Contractor undertakes to include in subcontracts terms which are not less favorable
to the Contracting Authority than those contained in this Contract.
Article 9
Taxes, Customs, Duties and Similar Dues (Applicable to all purchase orders/subcontracts.)
9.1
The Contractor undertakes to make as far as it is cost-effective full use of any legal provisions
contained in the national laws concerning the waiving, reduction or reimbursement of taxes, customs and
duties to the benefit of the MEADS Program.
9.2
In the event the Contractor cannot be relieved and a waiver cannot be obtained for taxes, customs and
duties, set forth below and charged to the Contractor/Subcontractors in accordance with the applicable national
laws and regulations, the Contractor may request those costs to become allowable under this Contract in
accordance with Article 7.8.c. The Contractor shall keep appropriate records of the taxes, customs and duties
set out below:
a.
Sales Taxes/Value Added Taxes;
b. Customs, Duties, and Similar Dues.
9.3
Cost of appeal against any decision of the Tax or Custom Authorities will be reimbursed only if
previously agreed upon by amendment to the Contract in accordance with Article 7.8.c. If the appeal has been
agreed by amendment to the Contract, the Contracting Authority shall be bound to the outcome of such an
appeal. The time to give notice of such an appeal shall be observed.
9.4
Where the Contractor fails by intentional act or gross negligence to meet his obligations under Article
9.1, or where an appeal in accordance with Article 9.3 has become necessary for reasons for which the
Contractor is responsible, any financial liability resulting there from will be borne solely by the Contractor.
9.5
The Contractor shall permit the examination by representatives of the national audit agencies/pricing
authorities on behalf of the Contracting Authority of any records or documents in relation to taxes, customs
and duties to establish whether the obligations imposed in this Article have been complied with.
Article 12
Capital Investments (Applicable if you will be making any capital investments under this
purchase orders/subcontract. Communication with the “Contracting Authority” under this clause shall be
made through Lockheed Martin.)
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12.1
Capital Investments are facilities such as machines, equipment and buildings provided by the
Contractor and/or his Subcontractors at their own expense, for the purpose of creating additional facilities
which are not Special To Type, and which are not replacement of consumed Assets needed to meet the
Contracting Authority’s requirements. It is not the intent of the Contracting Authority to approve the
construction of buildings and/or manufacturing of plants.
12.2
Capital investments which are approved under this Article are listed in Annex L.
12.3
In case the Contractor requires Capital investments necessary for performance of work under the
Contract other than the ones listed in Annex L, he shall initiate a request for Amendment to the Contract to
update Annex L. No Capital Investment to be covered under Annex L shall be initiated by the Contractor
and/or his Subcontractors before the Contracting Authority has given his approval. If the Contractor wishes to
create fixed capital assets (e.g. buildings) he shall advise in his request for approval whether these or similar
assets exist in any of the participating countries.
12.4
The costs of capital investments shall be charged proportionately to this Contract in the Contractor’s
and/or his Subcontractor’s overhead accounts, in accordance with the depreciation rates generally recognized
in accordance with national accounting conventions for government contracts, according to the service life of
use.
12.5
In case of termination of the Contract (Article28), the unrecovered depreciation allowances with
respect to capital investments included in Annex L shall be reimbursed without profit and interest as a charge
to the residual claim, but excluding any allowances/deductions claimable under national tax laws.
12.6
The Contractor shall not be entitled to reimbursement of unrecovered depreciation allowances
according to the Article 12.5 above, if:
a.
The Contractor can use the capital investment to fulfill orders already placed at the date of
termination of contract by another customer; or
b. The Contractor sells, after prior consent by the Contracting Authority, the capital investment at a
price which covers the unrecovered depreciation amount. In the event that the net recovery from
such sale is less than the amount of unrecovered depreciation, than he shall be reimbursed by the
Contracting Authority the difference between such amounts without profit and interest;
12.7
In the event that the Contractor sells, or makes use of such capital investment for any order other than
MEADS, after payment of the unrecovered depreciation he shall reimburse the Contracting Authority
proportionately the depreciation proceeds recovered under such sales or orders.
12.8
Ownership to the capital investment, the value of which has been fully reimbursed by the
Contracting Authority, shall be transferred by the Contractor to the Contracting Authority at the latter’s request
free of any Third Party rights.
Article 14
Audits (Applicable for all purchase orders/subcontracts. “Contracting Authority” shall mean
“Contracting Authority and Lockheed Martin.”)
14.1
With the exception of subcontract prices which are determined as the result of genuine
competitive tendering and contain the same conditions of this Subcontract, all other subcontract prices are
subject to price investigation.
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14.2
The Contractor shall grant the Contracting Authority and NAMEADSMA the right to ascertain costs
and investigate prices through the relevant National Audit Services/National Pricing Authorities. The
Contractor shall ensure that proper accounts and records are kept of the cost of the work and of all
expenditures or commitments made by the Contractor or authorized representatives in connection therewith
and of invoices, receipts and vouchers relating thereto. Such accounts, records, invoices, receipts and vouchers
shall at all reasonable times be open to audit and inspection as required by the Contracting Authority utilizing
the relevant national organizations in the Contractor’s or Contractor’s country. The Contractor shall furnish the
national organizations and its authorized representatives with all such information as it may, from time to time,
require with reference to such accounts, records, invoices, receipts and vouchers. The Contractor shall not,
without the consent of the Contracting Authority, dispose of any such accounts, records, invoices, receipts and
vouchers but shall preserve and keep the same available for audit and inspection in accordance with applicable
national laws, but at least until Subcontract close-out. The Contracting Authority's rights set out in this Article
shall be included in any subcontract the value of which exceeds EUSD 500,000.00, unless the Contracting
Authority determines on a case by case basis that an audit is required on a subcontract valued at 500,000.00
EUSD or below. Said rights shall also be included in any subcontract below the stated values. However, such
rights will only normally be exercised if a subcontract forms or becomes part of a series of subcontracts, the
cumulative value of which exceeds the values stated above.
14.3
The Contractor shall comply with the national accounting and pricing laws and regulations of the
country where the Contractor/respective subcontractor is located. Ascertainment of costs, price investigation
and pricing shall be carried out in accordance with the National Price Regulations and Practices applicable in
the nations of the Participating Governments. In the case of work performed by GE and IT industries the
following regulations, inter alia, shall apply as appropriate:
GERMAN INDUSTRIES
Ordinance on Prices for Public Subcontracts (VOPR 30/53)-Guidelines for the Establishment of price on
the basis of Prime Cost (LSP).
ITALIAN INDUSTRIES
Segredifesa Directive “Metodologia per la determinazione dei costi orari aziendali per prestazioni e/o
forniture militari”-“Capitolato d'Oneri per i Contratti Stipulati dall’Amministrazione Difesa”
Ascertainment of costs and price investigation may be undertaken:
a.
with respect to work performed by GE Industry by Bundesamt fuer Wehrtechnik und
Beschaffung, Koblenz;
b. with respect to work performed by IT Industry by Ministero della Difesa - DGAT, Roma;
c.
with respect to work performed by US Industry by the Defense Contract Audit Agency;
d. with respect to work performed in countries other than those of the Participating Governments by
authorities which the Contracting Authority will name to the Contractor.
In the case of work performed other than in the Participating Nations the Contracting Authority shall have
the right to nominate a recognized National Authority to carry out price investigation on his behalf. The
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Contractor shall require his subcontractors to provide price breakdown calculations in equivalent detail to
that which they customarily provide for similar work for domestic requirements of their own government.
14.4
The right of the National Price Auditing Authority acting on behalf of NAMEADSMA and the
Contracting Authority to ascertain costs and investigate prices shall be included in any subcontracts and
subcontracts’ amendments.
Article 22
Intellectual Property Rights (Applicable for all purchase orders/subcontracts. “Contracting
Authority” means “Contracting Authority and Lockheed Martin.”)
22.1
The Contractor/subcontractors shall retain Ownership of Project Background Information owned or
controlled by the Contractor/subcontractors.
22.2
Except as provided in Article 21.4 (Annex N lists Intellectual Property for which the Contractor
cannot grant rights to the Contracting Authority, NAMEADSMA and the Participating Governments due to
cited contractual commitments. Annex N may be modified during Subcontract performance based upon new
information or inadvertent omission to identify new Intellectual Property Rights impacting the Contractor’s
ability to grant user rights.), the Contractor/subcontractors shall grant the Contracting Authority,
NAMEADSMA and the Participating Governments, separately or jointly, a non-exclusive, irrevocable,
transferable license free of charge to use, modify, reproduce, disclose, perform, display and to have used on
their behalf for the MEADS Program, all Project Background Information, foreign Patents, Patent applications,
designs, processes, Software owned or controlled by the Contractor/subcontractors and used in undertaking
the work under the Subcontract, except for such items which are the Proprietary Information of the
Contractor/subcontractors at any tier.
22.3
The Contractor shall provide all information, documentation and assistance necessary for the exercise
of the Contracting Authority’s, NAMEADSMA’S and Participating Government rights under Article 22.2.
22.4
The Contractor/subcontractors shall retain Ownership to all Project Foreground Information generated
by the Contractor/subcontractors in the performance of this Subcontract and to Project Inventions.
22.5 The Contractor/subcontractors shall grant the Contracting Authority, NAMEADSMA and
Participating Governments a non-exclusive, irrevocable, transferable, royalty free license to use, modify,
reproduce, disclose, perform, display and have used by or on behalf of the Contracting Authority,
NAMEADSMA and Participating Governments, for Defense Purposes, any Project Foreground Information
generated by the Contractor/subcontractors in the performance of this Subcontract, including Software and
Project Inventions.
22.6
The Contracting Authority, NAMEADSMA or the Participating Governments, upon authorizing a
Third Party to undertake work employing the Contracting Authority's, NAMEADSMA’S or the Participating
Government's license in accordance with Articles 22.2 and 22.5 of the Subcontract, shall inform the
Contractor. Upon agreement in price and Amendment to the Subcontract, the Contractor shall provide the
assistance necessary for a Third Party to undertake the Contracting Authority/NAMEADSMA/Participating
Government’s requirements.
22.7
When authorizing a Third Party to undertake such work the Contracting Authority/NAMEADSMA or
Participating Government shall impose on the Third Party the obligation to use the information and
documentation provided for the sole purpose of carrying out the work so authorized. The Third Party may not
use this information for any other purpose; any deviation from these provisions shall be subject to special
agreement with the Contractor.
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22.8
The Contractor has submitted the list in Annex M indicating the Project Information which is marked
as proprietary and introduced for use in the MEADS Program. The Contracting Authority will treat such
Proprietary Information in confidence and will use such Proprietary Information only for the MEADS
Program.
Article 23
Patents Resulting from Project Inventions (Applicable for all purchase orders/subcontracts.
Communication to or from the “Contracting Authority” shall be made through Lockheed Martin.)
23.1
Copy of Patent applications filed and patents granted for Project Inventions shall be provided to the
Governments and NAMEADSMA through the Contracting Authority. Patent applications which contain
Classified Information shall be protected in accordance with the requirements of “NATO Agreement for the
Mutual Safeguarding of Secrecy for Inventions Regulations to Defense and for which Applications for
Patents” have been made, signed on 21 September 1960 and its implementing procedures.
23.2
Project Inventions shall be identified, marked and handled in accordance with Article 30 of this
Subcontract. NATO Agreement on the “Communication of Technical Information for Defense Purposes” (19
October 1970) shall apply as well as its implementing procedures (1 January 71).
23.3
If the Contractor decides not to apply for a Patent for a Project Invention, the Contractor shall provide
information related to the Project Invention to the Contracting Authority so that the Contracting Authority,
NAMEADSMA or the Participating Governments can apply for a Patent on that Project Invention.
23.4
The Contractor warrants that the Personnel employed by the Contractor/subcontractors who undertake
work under the Subcontract are employed on terms which do not prohibit the Contractor from using copyright,
Patents or other Intellectual Proprietary rights with respect to any work produced in the course of their
employment with the Contractor.
23.5
Except as provided in Article 21.7, the participating governments hereby authorize and consent to all
use and manufacture of any invention described in and covered by a United States, Italian and German Patent
in the performance of this Subcontract or any subcontract at any level, subject to Article 21.6. The Contractor
shall include, and require inclusion of, this clause, suitably modified to identify the parties, in all subcontracts
at any level for supplies or services.
Article 24
Ownership and Vesting (Applicable to all purchase orders/subcontracts. “Contracting
Authority” means “Lockheed Martin.”)
24.1
Within the meaning of this Article, Ownership to items, materials and things (items, materials and
things are hereinafter “Material”) procured and/or manufactured as a direct cost for performance of the
Subcontract will pass to NAMEADSMA through the Contracting Authority as soon as they are allocated for
the performance of the Subcontract. The Contractor shall ensure by payment of the purchase price that any
rights held by Third Parties with respect to the above materials are extinguished as soon as possible.
24.2
In the event that Ownership to any of this Material has not yet been transferred to the Contractor by
Third Parties, the right of future Ownership to Material shall also vest in NAMEADSMA through the
Contracting Authority.
24.3
Ownership to Material shall revert to the Contractor if the Contracting Authority has not met his
obligations to pay for the Material concerned in accordance with the provisions of the Subcontract.
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24.4
If the Contracting Authority's Ownership of any Material is lost owing to the combination or
incorporation into the Contractor’s property or, if the Contracting Authority becomes the co-owner of the
unified Material, the Contractor shall transfer his Ownership or co-Ownership of such Material to the
Contracting Authority upon payment by the Contracting Authority for the Contractor’s share of the unified
Material..
24.5
The Contractor shall, in accordance with national rules, regulations and requirements governing
Government property immediately upon allocation of Material for the performance of the Subcontract, place a
mark on all such Material, or attach a notice thereto, or where this is not possible make a record in the books of
the Contractor, as may be necessary to ensure they are readily identifiable if they are the property of
NAMEADSMA, the Participating Governments or the Contracting Authority. The Contractor shall maintain
traceability to the Material in which the Contracting Authority/NAMEADSMA/Participating Governments has
a property interest and they will be handled in accordance with the Contractor’s approved Property
Management System.
24.6
The Contractor transfers to the Contracting Authority any rights which he may have against Third
Parties with respect to deliveries of Material for which the Contractor has made advance payments, and has
been reimbursed in accordance with the payment provisions of the Subcontract. Accounting and control for
such Material shall be in accordance with National Government property regulations.
24.7
To the extent permissible, the above National regulations shall not apply to Subcontracting below the
third level, relative to the Contractor, except in special cases where the Contracting Authority may determine
otherwise and due notice has been given in writing to the Contractor.
24.8
Within 130 days after the date of termination or expiration of the Subcontract, the Contracting
Authority may give the Contractor disposition instructions for Material for which Ownership has not passed
but for which the Contracting Authority elects to retain Ownership.
24.9
The Contractor shall transfer to the Contracting Authority any Material the Ownership in which the
Contracting Authority has expressly elected to retain. The Contracting Authority shall pay for any Material, the
Ownership in which the Contracting Authority has elected to retain, and which are transferred to him by the
Contractor or otherwise come into his possession.
24.10
Redundant parts and scrap shall remain the property of the Contracting Authority.
24.10.a The Contractor shall maintain records of all relevant redundant parts and scrap arising under the
Subcontract.
24.10.b The redundant parts and scrap shall be retained by the Contractor at the expense of the Contracting
Authority pending the issue of disposition instructions, which shall be issued within 160 days after Subcontract
completion.
24.10.c Any proceeds received by the Contractor from the disposition of redundant parts or scrap will be
credited to the Contracting Authority in accordance with National practice.
Article 26
Royalty Information (Applicable to all purchase orders/subcontracts. Communication to or
from the “Contracting Authority” shall be through Lockheed Martin.)
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26.1
The Contractor has provided in Annex R the list of any relevant royalty bearing licenses or
agreements with the indication of the related royalties.
26.2
When requested by the Contracting Authority, the Contractor shall furnish a copy of any license
agreement disclosed in accordance with Article 26.1 to the extent permitted by the license agreement.
26.3
The Contractor and any of his subcontractors at any level may not enter into any new royalty bearing
licenses or agreements that will result in restrictions to the use of Project Information without the prior written
approval of the Contracting Authority.
26.4
No royalties will be paid to the Contractor in respect of Intellectual Property used for the
purposes of performing the work under this Subcontract unless the items are listed in Annex R.
Article 27
Disclosure and Use of Project Information (Applicable to all purchase orders/subcontracts.
Communication to or from the “Contracting Authority” shall be through Lockheed Martin.)
27.1
Project Foreground Information
Notwithstanding the Contractor’s/subcontractor’s Ownership of Project Foreground Information as
specified in Article 22 the Contractor/subcontractors shall not grant licenses, disclose, transfer or sell
any Project Foreground Information outside the MEADS Program without the prior consent of the
Participating Governments. Requests for such consent shall be submitted to the Contracting Authority
for processing. Should the Contractor grant licenses to a Third Party he must also transfer to the Third
Party the obligations imposed by this Article. In case of termination of this Subcontract, the prior
written consent of the Governments for granting licenses, disclosure, transfer or sale of any Project
Foreground Information outside the MEADS Program will still be required.
27.2
Levy for Recovery of Development Costs (Recoupment)
Partial or total equipment sales and /or transfer of foreground information resulting from this development
program may be subject to a levy to be shared by the Participating Governments in accordance with their
funding share ratio. Prior to any sales or transfer, a procedure for assessing and obtaining the levy will be
negotiated between the Parties of this Subcontract with the consent of the Participating Governments.
27.8
Project Background Information
Project Background Information will be used, disclosed or transferred to Third Parties only in
accordance with the Articles of this Subcontract.
Article 31
Access to Premises/Technical Progress Monitoring (Applicable for all purchase orders/
subcontracts. “Contracting Authority” means “Contracting Authority and Lockheed Martin” except in 31.2
where it only means “Lockheed Martin.”)
31.1
Following authorization from the Contracting Authority, and subject to reasonable notice, the
Contractor shall provide Participating Governments Representatives, NAMEADSMA Representatives or
Contracting Authority personnel access at all reasonable times by arrangement and to a reasonable extent to
any premises in which work under the Subcontract is being carried out.
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31.2
The Contracting Authority is the SOLE AUTHORITY to provide directions to the Contractor which
shall be in written form.
31.3
The Contractor is obliged to provide for the said personnel of the Participating Governments,
NAMEADSMA or Contracting Authority all reasonable facilities as necessary for the performance of their
rights under this Article. Where, in addition to those Participating Governments Representatives and
NAMEADSMA Representatives, the Contracting Authority requires facilities on a long term basis, they shall
be the subject of separate tasking arrangements and equitable adjustment.
31.4
The Contracting Authority’s authorized representatives shall, at reasonable times and by prior
arrangement, be permitted to monitor progress and performance of work under the Subcontract at all
premises where such work is being carried out.
31.5
For the purposes of and in accordance with Article 31.4 above, the Contracting Authority’s,
NAMEADSMA’s and Participating Governments’ authorized representatives shall be entitled to observe
work being carried out under the Subcontract and to examine drawings, specifications, other documents,
computer generated and maintained data or Software programs being used in pursuance of the
Subcontract.
31.6
The Contractor shall provide for the said representatives of the Contracting Authority,
NAMEADSMA and the Participating Governments in accordance with national practice, where
applicable, all reasonable facilities as necessary for the execution of the rights described in Articles 31.4
and 31.5 above.
31.7
The Contracting Authority’s, NAMEADSMA’s and Participating Governments’ representatives
shall, under the terms of this Article, neither impede the progress of work nor give instruction or redirection to the Contractor or his Subcontractors. The rights under this Article shall be restricted to
observing and monitoring.
31.8
The Contracting Authority, NAMEADSMA, Participating Governments may make use of
Subcontracted personnel from firms other than the Contractor and his Subcontractors. Access to the
Contractor's premises and to any Contractor owned information by such personnel shall be granted for
specifically defined tasks and will be agreed between the Contracting Authority and the Contractor. Such
agreement may only be withheld by the Contractor for substantiated and justified reasons. The
Contracting Authority, NAMEADSMA and the Participating Governments shall impose upon any
Subcontracted personnel the obligation to keep any data or information supplied by the Contractor
confidential and to use it only for the specifically defined tasks. If the Contractor or his Subcontractors
consider that actions or requests made by such Subcontracted personnel are not covered by the scope of
the agreement referred to above, the Contractor will notify his concern to the Contracting Authority who
will seek to resolve the issue. Having concluded those arrangements such personnel shall enjoy the same
rights as Contracting Authority, NAMEADSMA, and Participating Government authorized personnel and shall
be subject to the same obligations as Contracting Authority, NAMEADSMA, and Participating Government
authorized personnel in similar circumstances.
Whenever the Contracting Authority, NAMEADSMA of the Participating Governments are granted a right of
access under this Subcontract the Contracting Authority shall exercise such right to a reasonable extent in
accordance with the relevant provision of the Subcontract and restricted to the specific purpose for which such
rights of access were granted.
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