DOCUMENT NO. THAAD013
1/20/10
Subcontract MIDD040003, MEADS Design & Development
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.
DOCUMENT NO. THAAD013, Rev. 1
DOCUMENT NO. THAAD013
1/20/10
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) including the confirmation of intermediate technical objective
achievement. The Contractor shall allow action of government representatives in accordance with the
DOCUMENT NO. THAAD013, Rev. 1
DOCUMENT NO. THAAD013
1/20/10
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 contract. Communication with the “Contracting Authority” under this clause shall be made
through Lockheed Martin.)
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
DOCUMENT NO. THAAD013, Rev. 1
DOCUMENT NO. THAAD013
1/20/10
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.
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
DOCUMENT NO. THAAD013, Rev. 1
DOCUMENT NO. THAAD013
1/20/10
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 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.
DOCUMENT NO. THAAD013, Rev. 1
DOCUMENT NO. THAAD013
1/20/10
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.
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.
DOCUMENT NO. THAAD013, Rev. 1
DOCUMENT NO. THAAD013
1/20/10
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.
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..
DOCUMENT NO. THAAD013, Rev. 1
DOCUMENT NO. THAAD013
1/20/10
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.)
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.
DOCUMENT NO. THAAD013, Rev. 1
DOCUMENT NO. THAAD013
1/20/10
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.
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.
DOCUMENT NO. THAAD013, Rev. 1
DOCUMENT NO. THAAD013
1/20/10
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 re-direction 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.
DOCUMENT NO. THAAD013, Rev. 1