DATE LAST REVISED: 6 APRIL 1999 BAILMENT AGREEMENT BETWEEN LOCKHEED MARTIN CORPORATION MATERIAL MANAGEMENT CENTER - PALMDALE AND ________________________ THIS BAILMENT AGREEMENT (hereinafter referred to as "Agreement") is entered into by and between Lockheed Martin Corporation, acting by and through its Material Management Center, (hereinafter referred to as "Bailor") and _____, (hereinafter referred to as "Bailee"). In recognition of the mutual promises and other good and valuable consideration, receipt of which is hereby acknowledged, Bailor agrees to deliver and Bailee agrees to accept the bailment of certain of Bailor's property, at no cost to Bailee, as described hereinbelow. 1. DESCRIPTION OF BAILED PROPERTY Bailor shall bail to the Bailee property (hereinafter referred to as the "Property") identified below. The value of the Property at the time of bailment to Bailee is also identified below: QTY 2. Part Number Description Value USE OF BAILED PROPERTY AND COMPLIANCE WITH LAWS Bailee shall use the Property for _____. Bailee's use shall comply with all applicable laws and regulations, and with applicable requirements and instructions which may be provided by Bailor to Bailee. Bailee shall comply with all United States laws and regulations relating to imports/exports and to all administrative acts of the U.S. Government pursuant to such import/export laws and regulations. 3. DELIVERY The Property shall be delivered to Bailee at _____. Upon delivery, Bailee accepts responsibility for the Property for a period of _____ at which time the Property shall be returned to Bailor. This period may be extended by express written consent of Bailor. This period may be shortened by Bailor, at Bailor's sole discretion, by providing _____ days notice to Bailee. 4. PLACE OF RETURN The Property must be returned by Bailee to Bailor at _____, with transportation charges to be paid by Bailee. Upon return to Bailor, Property shall be in the same condition as when delivered to Bailee, ordinary wear and tear excepted. 5. POINT OF CONTACT The individuals serving as points of contact for the Property are: Bailor Phone # Fax # Bailor Phone # Fax # 6. TITLE Title to the Property furnished pursuant to this Agreement shall remain with Bailor, and Bailee shall not sell, lease, mortgage, borrow against, pledge or otherwise create a legal or equitable interest by any third party in the Property. Bailee shall not remove any markings or make alterations to the Property during the period of this Agreement. Furthermore, Bailee shall not represent to any person, company or governmental agency that the Property is other than Bailor's property. 7. MODIFICATION Bailee shall not disassemble, modify or otherwise alter the Property nor reverse engineer the Property without the prior written consent of Bailor. 8. WARRANTY Bailor makes no representations in respect of, or warrants, the technical or scientific quality of the Property supplied pursuant to this Agreement. Without restricting the generality of the foregoing, Bailor makes no representations or warranties as to the merchantability or fitness for a particular purpose of the Property supplied pursuant to this Agreement. The Property is delivered to Bailee "AS IS". 9. RELATIONSHIP This Agreement is not intended by the parties to constitute or create a joint venture, pooling arrangement, partnership, or formal business organization of any kind, and the rights and obligations of the parties shall be only those expressly set forth herein. Neither party shall have the authority to bind the other except to the extent authorized herein. 10. INDEMNIFICATION Bailee shall defend, indemnify, protect and hold harmless Bailor, its officers and employees, successors, and assigns, against any and all claims on account of bodily injury or property damage relating to or arising out of Bailee's possession, handling, use or control of the Property for the duration of this Agreement. 11. LIABILITY FOR LOSS OR DAMAGE TO PROPERTY Bailee assumes the risk of, and shall be responsible for, any loss or damage to the Property while the Property is in Bailee's possession or control. 12. TAXES Bailee shall be responsible for all taxes, if any, assessed against the Property while it is in the possession or control of Bailee. 13. APPLICABLE LAW The validity, construction, interpretation, performance and enforcement of this Agreement shall be in accordance with the laws of the state of California without resort to its conflicts of law rules. 14. ASSIGNMENT Neither party shall assign any of its rights or obligations under this Agreement without the prior written consent of the other party. 15. COMPLETE AGREEMENT This Agreement constitutes the complete and final Agreement between the parties and supersedes all prior representations and agreements of the parties with respect to the subject matter hereof BAILOR LOCKHEED MARTIN CORPORATION Lockheed Martin Aeronautics Company-Palmdale BAILEE _____________________________ Signature _____________________________ Signature _____________________________ Typed Name _____________________________ Typed Name _____________________________ Title _____________________________ Title _____________________________ Date _____________________________ Date