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Where necessary, to identify the applicable parties under the following clauses, “Contractor” shall mean “Seller,”
“Contracting Officer” shall mean “Lockheed Martin Procurement Representative,” “Contract” means this
subcontract and “Government” means “Lockheed Martin.” However, the words “Government” and “Contracting
Officer” do not change: (1) when a right, act, authorization or obligation can be granted or performed only by the
Government or the Prime Contract Contracting Officer or duly authorized representative, including but not
limited to (i) audit rights to Seller’s proprietary business records or (ii) any indemnification or limitation of
liability obligation, which obligation shall remain with the Government; (2) when title to property is to be
transferred directly to the Government, and (3) when the Government is granted ownership or other rights to
Seller’s intellectual property or technical data.
Full Text Clauses
1.7
EQUIPMENT/MATERIAL PROVIDED
All items furnished, loaned, or bailed by Draper hereunder, for the performance of this Subcontract are the
property of Draper. All items fabricated, manufactured, purchased, or otherwise acquired by Subcontractor for the
performance of this Subcontract and specifically charged to Draper or Draper’s customer, shall be in accordance
with FAR 52.245-1. Notwithstanding, the Subcontractor may retain, at its own expense, the property purchased if
Draper’s customer does not request the return of the property purchased. Draper shall not request the return of the
property purchased for its use. Upon completion, expiration, or termination of this Subcontract, Subcontractor
shall return all such items in good condition, reasonable wear only excepted, or make such other disposition
thereof as may be directed or approved by Draper Subcontractor shall make no charge for any storage,
maintenance, or retention of such items. Subcontractor shall bear all risk of loss for all such items in
Subcontractor’s possession. Subcontractor also agrees to use any designs or data contained or embodied in such
items in accordance with any restrictive legends placed on such items by Draper or any third party. If Draper
furnishes any material for fabrication hereunder, Subcontractor agrees: (i) not to substitute any other material for
such fabrication without Draper’s prior written consent, and (ii) that title to such material shall not be affected by
incorporation in or attachment to any other property.
5.1
INTELLECTUAL PROPERTY OWNERSHIP
Background Intellectual Property – Each Party retains its existing rights in Background Intellectual Property.
Each party hereby grants to the other party a limited non-exclusive, non-transferable royalty free license to use its
Background Intellectual Property solely as necessary for the purpose of performing its obligations under this
Agreement or under the Buyer’s Prime Contract. The parties may not sell, lease, sublicense or otherwise distribute
each other’s Intellectual Property Rights for any other purpose.
Foreground Intellectual Property Created Solely by One Party - Draper shall own all Foreground Intellectual
Property created solely by Draper and its employees hereunder. Subcontractor shall own all Foreground
Intellectual Property created solely by Subcontractor and its employees hereunder. Each party hereby grants to the
other an exclusive, royalty-free, perpetual, non-transferable worldwide license to use each other’s Foreground
Intellectual Property as necessary to perform their obligations under this Agreement and under Draper’s Prime
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Contract. The parties may not sell, lease, sublicense or otherwise distribute each other’s Intellectual Property
Rights for any other purpose.
Jointly Developed Intellectual Property - In the event Intellectual Property is developed jointly by the parties
during performance of this Agreement, unless expressly provided otherwise in any subsequent subcontract
between the parties resulting from this Agreement, such Intellectual Property shall be owned jointly by the parties
unless one of the parties elects not to participate in such joint ownership. Neither party shall take action with
respect thereto which will adversely affect the rights of the other party without the prior written consent thereof.
As to all such jointed owned Intellectual Property, each owning party shall be free to use, practice and license
non-exclusively such jointly owned Intellectual Property, without in any way account to the other owning party,
except that each owning party agrees to use reasonable efforts to maintain such jointly owned Intellectual
Property as confidential and proprietary in the same manner it protects its own Intellectual Property of a similar
character. Procedures for seeking and maintaining protection such as patents or copyright for jointly owned
Intellectual Property shall be mutually agreed in good faith by the owning parties. Any party which does not bear
its proportionate share of expenses in security and maintaining patent protection on jointly owned Intellectual
Property in any particular country or countries shall surrender its joint ownership under any resulting patents in
such country or countries.
8.1
NON-SOLICITATION
The Parties shall not solicit each other’s employees for employment at any time during the performance of this
Subcontract. The foregoing restriction shall not prohibit the placement of advertising of general circulation that
may be received or viewed by employees.
8.11
ORGANIZATIONAL CONFLICT OF INTEREST
The parties hereby represent and warrant that performing under this Subcontract shall not cause the parties to be
placed in an Organizational Conflict of Interest, which could serve as a basis for excluding the parties from
supplying products or services to the U.S. Government customer. It shall be the party’s responsibility to identify
any situation in which the potential for an Organizational Conflict of Interest exists as a result of performing
under this Subcontract, and to notify the parties of the same.
8.13
PROCUREMENT INTEGRITY
Subcontractor shall fully comply with any and all applicable federal, state, and local laws, rules, regulations, and
ordinances, including, without limitation, section 27 of the Office of Federal Procurement Policy Act, 41 U.S.C. §
2104–2107, and its implementing regulations. In addition, Subcontractor agrees to promptly provide Draper any and all
information and certifications requested by Draper in this regard. Subcontractor agrees to defend, hold harmless, and
indemnify Draper, its officers, employees, and agents from and against any and all liability, charges, damages, costs,
expenses, investigations, suits, and attorneys’ fees arising out of, or in any way relating to, Subcontractor’s failure to
comply fully with this provision.
FAR Clauses
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52.203-7, Anti-Kickback Procedures (May 2014)
52.215-2, Audit and Records -- Negotiation (Oct 2010) and Alternate II (Apr 1998) (Alternate II also applies
in cost reimbursement purchase orders/subcontracts if the seller is an educational institution, state or local
government or non-profit institution.)
52.219-9, Small Business Subcontracting Plan (Jan 2011) and Alternate III (Oct 2014) (Alternate III also
applies.)
52.222-17, Nondisplacement of Qualified Workers (Jan 2013) (Applicable for all purchase orders/ subcontracts
for services in excess of $150,000.)
52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014) (Applicable if your purchase order/
subcontract is subject to FAR 52.222-41. The information contained in the blanks of this clause is specified
elsewhere in this purchase order/subcontract.)
52.222-43, Fair Labor Standards Act and Service Contract Labor Standards—Price Adjustment (Multiple
Year and Option Contracts) (May 2014) (Applicable if your purchase order/subcontract is subject to FAR
52.222-41. “Contracting Officer” means “Lockheed Martin and the Contracting Officer” except in paragraph (f)
where it means “Lockheed Martin.” The notice period in paragraph (f) is changed to twenty (20) days.
Adjustments made to this purchase order/subcontract shall not be made unless or until the Contracting Officer
makes appropriate adjustments to Lockheed Martin’s prime contract.)
52.222-44, Fair Labor Standards Act and Service Contract Labor Standards—Price Adjustment (May
2014) (Applicable if your purchase order/subcontract is subject to FAR 52.222-41. “Contracting Officer” means
“Lockheed Martin and the Contracting Officer” except in paragraph (e) where it means “Lockheed Martin.” The
notice period in paragraph (e) is changed to twenty (20) days. Adjustments made to this purchase order/
subcontract shall not be made unless or until the Contracting Officer makes appropriate adjustments to Lockheed
Martin’s prime contract.)
52.223-13, Acquisition of EPEAT - Registered Imaging Equipment (Jun 2014) (Applicable if you will be
delivering imaging equipment (copiers, digital duplicators, facsimile machines, mailing machines, multifunction
devices, printers, and scanners), acquired by the Seller for use in performing services at a Federally controlled
facility; furnished under the prime contract for use by the Government.)
52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (Applicable if you will be providing
energy consuming products which will be delivered to the Government, or the energy consuming products are
acquired by you for use in performing services at a Federally-controlled facility; furnished under the prime
contract for use by the Government; or specified in the design of a building or work, or incorporated during its
construction, renovation, or maintenance.)
52.223-16, Acquisition of Epeat®-Registered Personal Computer Products (Jun 2014) (Applicable if you will
be delivering personal computers products to the Government, acquired by the Seller for use in performing
services at a Federally-controlled facility; furnished under the prime contract for use by the Government.)
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52.227-1, Authorization and Consent (Dec 2007) and Alternate I (Apr 1984) (Alternate I also applies.)
52.232-17, Interest (May 2014) (Applicable if your purchase order/subcontract contains any clauses which refers
to an Interest clause. “Government” means “Lockheed Martin.”)
52.232-39, Unenforceability of Unauthorized Obligations (Jun 2013) (Applicable for all purchase orders/
subcontracts where software or services will be retransferred to the Government.)
52.243-2, Changes – Cost Reimbursement (Aug 1987) and Alternate II (Apr 1984) (Alternate II applies if
your purchase order/subcontract is for services and supplies.)
52.243-2, Changes – Cost Reimbursement (Aug 1987) and Alternate V (Apr 1984) (Alternate V applies if
your purchase order/subcontract is for research and development.)
52.245-9, Use and Charges (Apr 2012) (Applicable for all purchase orders/subcontracts where FAR 52.245-1 is
inserted. Communications with the Government under this clause will be made through Lockheed Martin.)
52.247-68, Report of Shipment (REPSHIP) (Feb 2006) (Applicable if you will be shipping supplies directly to
the Government.)
52.248-3, Value Engineering -- Construction (Oct 2010) (Applicable for all purchase orders/subcontracts in
excess of $65,000 for construction. "Government" means "Lockheed Martin or the Government” except in
paragraph (i) where the term is unchanged. "Contracting Officer" means "Lockheed Martin and the Contracting
Officer.”)
52.249-6, Termination (Cost-Reimbursement) (May 2004) and Alternate I (Sep 1996) (Alternate I will apply
if your purchase order/subcontract is for construction.)
52.249-9, Default (Fixed-Price Research and Development) (Apr 1984) (Applicable if you have a fixed price
purchase order/subcontract for research and development. "Government" and "Contracting Officer" mean
"Lockheed Martin" except in paragraph (c) where the term "Government" is unchanged.)
DFARS Clauses
252.204-7000, Disclosure of Information (Aug 2013) (Applicable for all purchase orders/subcontracts. In
paragraph (b) "Contracting Officer" means "Lockheed Martin" and "10 days" means "20 days.")
252.204-7010, Requirement For Contractor To Notify DoD If The Contractor’s Activities Are Subject To
Reporting Under The U.S.-International Atomic Energy Agency Additional Protocol (Jan 2009) (Applicable
for all purchase orders/subcontracts that are subject to the provisions of the U.S.-International Atomic Energy
Agency Additional Protocol.)
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252.204-7014, Limitations on the Use or Disclosure of Information by Litigation Support Contractors (Feb
2014) (Applicable for all purchase orders/subcontracts, including purchase orders/subcontracts for commercial
items, that involve litigation support services.)
252.217-7026, Identification of Sources of Supply (Nov 1995) (Applicable if you will be furnishing items
acquired by lower tier subcontractors without added value. Items which are included as components of end items
delivered by you to Lockheed Martin do not need to be identified.)
252.219-7003, Small Business Subcontracting Plan (DoD Contracts) (Oct 2014) and Alternate I (Oct 2014)
(Alternate I also applies if FAR 52.219-9 Alternate III (Oct 2014) applies to your purchase order/subcontract.)
252.219-7004, Small Business Subcontracting Plan (Test Program) (Oct 2014) (Applicable if seller
participates in the DoD test program described in DFARS 219.702.)
252.225-7006, Quarterly Reporting of Actual Contract Performance Outside the United States (Oct 2010) (Applicable
if your purchase order/subcontract exceeds $650,000. Paragraph (f) is deleted.)
252.225-7028, Exclusionary Policies and Practices of Foreign Governments (Apr 2003) (Applicable for all
purchase orders/subcontracts.)
252.225-7030, Restriction on Acquisition of Carbon, Alloy, and Armor Steel Plate (Dec 2006) (Applicable
for all purchase orders/subcontracts for carbon, alloy, and armor steel plate in Federal supply class 9515, or
described by American Society for Testing Materials (ASTM) or American Iron and Steel Institute (AISI)
specifications, furnished as a deliverable item under the prime contract.)
252.225-7036, Buy American Act – Free Trade Agreement – Balance of Payments Program (Nov 2014)
(Applicable for all purchase orders/subcontracts for supplies.)
252.227-7014, Rights in Noncommercial Computer Software and Noncommercial Computer Software
Documentation (Feb 2014) and Alternate I (Jun 1995) (Alternate I also applies.)
252.227-7017, Identification and Assertion of Use, Release, or Disclosure Restrictions (Jan 2011)
(Applicable for all purchase orders/subcontracts. "Offeror" means "Seller." Contracting Officer" means
"Lockheed Martin or Contracting Officer." In paragraphs (a) and (b) the references to the SBIR data rights clause
are deleted.)
252.229-7006, Value Added Tax Exclusion (United Kingdom) (Dec 2011) (Applicable if you are a United
Kingdom company. "This contract" means "the prime contract.")
252.237-7010, Prohibition on Interrogation of Detainees by Contractor Personnel (Jun 2013) (Applicable for
all purchase orders/subcontracts that may require Seller personnel to interact with detainees in the course of their
duties.)
252.239-7000, Protection Against Compromising Emanations (Jun 2004) (Applicable if classified work is
required. "Contracting Officer" means "Lockheed Martin." "Government" means "Lockheed Martin and the
Government" in paragraphs (c) and (d).)
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252.239-7001, Information Assurance Contractor Training and Certification (Jan 2008) (Applicable if you
will be accessing DoD Information Systems.)
252.239-7016, Telecommunications Security Equipment Devices, Techniques, and Services (Dec 1991)
(Applicable if your purchase order/subcontract requires securing telecommunications.)
252.243-7002, Requests for Equitable Adjustment (Dec 2012) (Applicable for all purchase orders/subcontracts
over $150,000. “Government” means “Lockheed Martin.”)
252.245-7001, Tagging, Labeling, and Marking of Government-Furnished Property (Apr 2012) (Applicable
for purchase orders/subcontracts where the items furnished by you will be subject to serialized tracking.)
252.246-7000, Material Inspection and Receiving Report (Mar 2008) (Applicable if direct shipments will be
made to the Government.)
252.247-7023, Transportation of Supplies by Sea—Basic (Apr 2014) and Alternate III (May 2002) (Alternate
I also applies.)
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