BDS Terms and Conditions Guide: CUSTOMER CONTRACT REQUIREMENTS - Royal Saudi Air Force (RSAF) AWACS Modernization Program (RAMP) Phase II (CUSTOMER CONTRACT FA8730-22-C-0011)

Summary

This document outlines the mandatory flow-down customer contract requirements for subcontractors supporting Boeing on the Royal Saudi Air Force (RSAF) AWACS Modernization Program (RAMP) Phase II under contract FA8730-22-C-0011. It incorporates by reference applicable Federal Acquisition Regulation (FAR), Defense FAR Supplement (DFARS), and Air Force FAR Supplement (AFFARS) clauses, with specific definitions, thresholds, and modifications governing subcontract execution, ethics, security, cybersecurity, and commercial item procurements.

Page 1 - Section 1. FAR Clauses

CUSTOMER CONTRACT REQUIREMENTS Royal Saudi Air Force (RSAF) AWACS Modernization Program (RAMP) Phase II CUSTOMER CONTRACT FA8730-22-C-0011

CUSTOMER CONTRACT REQUIREMENTS The following customer contract requirements apply to this Contract to the extent indicated below. If this Contract is for the procurement of commercial products and/or commercial services under a Government prime contract, as defined in FAR Part 2.101, Section 3 replaces the requirements of Sections 1 and 2 below. Please note, the requirements below are developed in accordance with Buyer’s prime contract and are not modified by Buyer for each individual Seller or statement of work. Seller will remain at all times responsible for providing to any government agency, Buyer, or Buyer’s customer, evidence of compliance with the requirements herein or that such requirements are not applicable to the extent satisfactory to the requesting party.

FAR Clauses The following contract clauses are incorporated by reference from the Federal Acquisition Regulation and apply to the extent indicated. In all of the following clauses, “Contractor” and “Offeror” mean Seller.

52.203-6 Restrictions on Subcontractor Sales to the Government (JUN 2020). This clause applies if the contract exceeds the simplified acquisition threshold, as defined in the Federal Acquisition Regulation 2.101 on the date of subcontract award.

52.203-7 Anti-Kickback Procedures (JUN 2020). Buyer may withhold from sums owed Seller the amount of any kickback paid by Seller or its subcontractors at any tier if (a) the Contracting Officer so directs, or (b) the Contracting Officer has offset the amount of such kickback against money owed Buyer under the prime contract. This clause, excluding subparagraph (c)(1), applies if this contract exceeds the threshold specified in FAR 3.502-3(i) on the date of subcontract award.

52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity (MAY 2014). This clause applies to this contract if the Seller, its employees, officers, directors or agents participated personally and substantially in any part of the preparation of a proposal for this contract. The Seller shall indemnify Buyer for any and all losses suffered by the Buyer due to violations of the Act (as set forth in this clause) by Seller or its subcontractors at any tier.

52.203-10 Price or Fee Adjustment for Illegal or Improper Activity (MAY 2014). This clause applies only if this contract exceeds (i) $100, 000 i f in c l u d e d in B u y e r^{'} sc u s t o m er R F P or c u s t o m er co n t r a c t i ss u e d b e f or e O c t o b er 1, 2010 or (ii)$ 150,000 if included in Buyer’s customer RFP issued on or after October 1, 2010, or if the prime contract was issued prior to October 1, 2010 but was amended after October 1, 2010 to increase the Simplified Acquisition Threshold. If the Government reduces Buyer’s price or fee for violations of the Act by Seller or its subcontractors at any tier, Buyer may withhold from sums owed Seller the amount of the reduction.

52.203-11 Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions (SEP 2007). This clause applies only if this contract exceeds (i) $100, 000 i f in c l u d e d in B u y e r^{'} sc u s t o m er R F P or c u s t o m er co n t r a c t i ss u e d b e f or e O c t o b er 1, 2010 or (ii)$ 150,000 if included in Buyer’s customer RFP issued on or after October 1, 2010, or if the prime contract was issued prior to October 1, 2010 but was amended after October 1, 2010 to increase the Simplified Acquisition Threshold.

52.203-12 Limitation on Payments to Influence Certain Federal Transactions (JUN 2020). This clause applies if this contract exceeds the threshold specified in FAR 3.808 on the date of subcontract award. Paragraph (g)(2) is modified to read as follows: “(g)(2) Seller will promptly submit any disclosure required (with written notice to Boeing) directly to the PCO for the prime contract. Boeing will identify the cognizant Government PCO at Seller’s request. Each subcontractor certification will be retained in the subcontract file of the awarding contractor.”

52.203-17 Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights (JUN 2020). This clause applies if this contract exceeds simplified acquisition threshold, as defined in FAR 2.101 on the date of subcontract award.

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52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017).

52.204-2 Security Requirements (AUG 1996). The reference to the Changes clause means the changes clause of this Contract. This clause applies only if the Contract involves access to classified material.

52.204-9 Personal Identity Verification of Contractor Personnel. (JAN 2011). This clause applies only if performance under this contract requires Seller to have routine physical access to a Federally-controlled facility and/or routine access to a Federally-controlled information system.

52.204-10 Reporting Executive Compensation And First-Tier Subcontract Awards (JUN 2020). Delete all paragraphs and replace with the following: “If Seller meets the executive compensation reporting requirements of 52.204-10, Seller shall provide the required executive compensation information by maintaining an active registration in the U.S. government System for Award Management (SAM) in accordance with 52.204-7. The required information of 52.204-10 will be made public.”

52.204-13 System for Award Management Maintenance. (OCT 2018).

52.204-21 Basic Safeguarding of Covered Information Systems (JUN 2016).

52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (AUG 2020). Paragraph (b)(2) is deleted. Paragraph (d)(1) is deleted and replaced with the following: “In the event Seller identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or Seller is notified of such by a subcontractor at any tier or any other source, Seller shall report the information in paragraph (d)(2) of this clause via email to Buyer’s Authorized Procurement Representative, with the required information in the body of the email.

52.209-6 Protecting the Government’s Interests When Subcontracting With Contractors Debarred, Suspended or Proposed for Debarment (JUN 2020). This clause applies if the contract exceeds the threshold specified in FAR 9.405-2(b) on the date of subcontract award. Seller agrees it is not debarred, suspended, or proposed for debarment by the Federal Government. Seller shall disclose to Buyer, in writing, whether as of the time of award of this contract, Seller or its principals is or is not debarred, suspended, or proposed for debarment by the Federal Government. This clause does not apply if the contract is for commercially available off-the shelf items.

52.211-5 Material Requirements (AUG 2000). Any notice will be given to Buyer rather than the Contracting Officer.

52.211-15 Defense Priority and Allocation Requirements (APR 2008). This clause is applicable if a priority rating is noted in this contract.

52.215-2 Audit and Records - Negotiation (JUN 2020). This clause applies if this contract exceeds the simplified acquisition threshold, as defined in FAR 2.101 on the date of subcontract award and (i) is cost-reimbursement, incentive, time-and-materials, labor-hour, or price-redeterminable type or any combination of these types; (ii) for which cost or pricing data is required, or (iii) that require Seller to furnish reports as discussed in paragraph (e) of this clause. Notwithstanding the above, Buyer’s rights to audit Seller are governed by the Financial Records and Audit article of the General Provisions incorporated in the Contract.

52.215-10 Price Reduction for Defective Certified Cost or Pricing Data (AUG 2011). This clause applies only if this contract exceeds the threshold set forth in FAR 15.403-4 and is not otherwise exempt. In subparagraph (3) of paragraph (a), insert “of this contract” after “price or cost.” In Paragraph (c), “Contracting Officer” shall mean “Contracting Officer or Buyer.” In Paragraphs (c)(1), (c)(1)(ii), and (c)(2)(i), “Contracting Officer” shall mean “Contracting Officer or Buyer.” In Subparagraph (c)(2)(i)(A), delete “to the Contracting Officer.” In Subparagraph (c)(2)(ii)(B), “Government” shall mean “Government or Buyer.” In Paragraph (d), “United States” shall mean “United States or Buyer.”

52.215-11 Price Reduction for Defective Certified Cost or Pricing Data — Modifications (JUN 2020). This clause applies if there is modification to the contract involving a pricing adjustment expected to exceed the threshold for submission of certified cost or pricing data in FAR 15.403-4 (a)(1) on the date of execution of the modification, except the clause does not apply to any modification if an

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exception under FAR 15.403-1(b) applies. “Contracting Officer” shall mean “Contracting Officer or Buyer.” In subparagraph (d)(2)(i)(A), delete “to the Contracting Officer.” In subparagraph (d)(2)(ii)(B), “Government” means “Government” or “Buyer.” In Paragraph (e), “United States” shall mean “United States or Buyer.”

52.215-12 Subcontractor Certified Cost or Pricing Data (JUN 2020). This clause applies if this contract exceeds the threshold for submission of certified cost or pricing data in FAR 15.403-4(a)(1) or if there is a contract modification involving a pricing adjustment expected to exceed the threshold for submission of certified cost or pricing data in FAR 15.403-4(a)(1), and is not otherwise exempt. The certificate required by paragraph (b) of the referenced clause shall be modified as follows: delete “to the Contracting Officer or the Contracting Officer’s representative” and substitute in lieu thereof “to The Boeing Company or The Boeing Company’s representative (including data submitted, when applicable, to an authorized representative of the U.S. Government).”

52.215-13 Subcontractor Certified Cost or Pricing Data — Modifications (JUN 2020). This clause applies if this contract exceeds the threshold for submission of certified cost or pricing data in FAR 15.403-4(a)(1) on the date of agreement on price or the date of award, whichever is later. The certificate required by paragraph (c) of the referenced clause shall be modified as follows: delete “to the Contracting Officer or the Contracting Officer’s representative” and substitute in lieu thereof “to The Boeing Company or The Boeing Company’s representative (including data submitted, when applicable, to an authorized representative of the U.S. Government).”

52.215-15 Pension Adjustments and Asset Reversions (OCT 2010). This clause applies to this contract if it meets the requirements of FAR 15.408(g).

52.215-18 Reversion or Adjustment of Plans for Post-Retirement Benefits (PRB) Other Than Pensions (JUL 2005). This clause applies to this contract if it meets the requirements of FAR 15.408(j).

52.215-19 Notification of Ownership Changes (OCT 1997). This clause applies to this contract if it meets the requirements of FAR 15.408(k).

52.215-21 Requirement for Certified Cost or Pricing Data or Information Other Than Certified Cost and Pricing Data - Modifications (JUN 2020). This clause applies if this contract exceeds the threshold set forth in FAR 15.403-4 (a)(1) on the date of the agreement on price or the date of the award, whichever is later. The term “Contracting Officer” shall mean Buyer. Insert the following in lieu of paragraph (a)(2): “Buyer’s audit rights to determine price reasonableness shall also apply to verify any request for an exception under this clause. For items priced using catalog or market prices, or law or regulation, access does not extend to cost or profit information or other data relevant solely to the Contractor’s determination of the prices to be offered in the catalog or marketplace.”

52.215-23 Limitations on Pass-Through Charges. (JUN 2020). This clause applies if the contract is a cost-reimbursement contract that exceeds the simplified acquisition threshold, as defined in FAR 2.101 on the date of contract award. If the contract is with DoD, then this clause applies to all cost-reimbursement contracts and fixed-price contracts, except those identified in 15.408(n)(2)(i)(B)(2), that exceed the threshold for obtaining cost or pricing data in FAR 15.403-4 on the date of contract award. In paragraph (c), “Contracting Officer” shall mean Buyer.

52.219-8 Utilization of Small Business Concerns (OCT 2018).

52.219-9 Small-Business Subcontracting Plan (JUN 2020). This clause applies if this contract exceeds the applicable threshold specified in FAR 19.702(a) on the date of subcontract award and Seller is not a small business concern. Seller shall adopt a subcontracting plan that complies with the requirements of this clause. In addition, Seller shall submit to Buyer Form X31162, Small Business Subcontracting Plan Certificate of Compliance. In accordance with paragraph (d)(10) (v), Seller agrees that it will submit the ISR and/or SSR using eSRS, and, in accordance with paragraph (d)(10)(vii), Seller agrees to provide the prime contract number, its own unique entity identifier, and the email address of Seller’s official responsible for acknowledging or rejecting the ISRs, to its subcontractors with subcontracting plans. In accordance with paragraph (d)(10)(vi), the following information is provided: (1) the prime contract number is ___________, (2) Buyer’s unique entity identifier is ______________, and the email address of Buyer’s official responsible for acknowledging receipt of or rejecting ISRs is (contact Buyer’s Authorized Procurement Representative.)

52.219-9 Small-Business Subcontracting Plan Alternate II (NOV 2016). This clause applies only if this contract exceeds $700,000 and Seller is not a small business concern. Seller shall adopt a subcontracting plan that complies with the requirements of this clause. In addition, Seller shall submit

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to Buyer Form X31162, Small Business Subcontracting Plan Certificate of Compliance.

52.222-1 Notice to the Government of Labor Disputes (FEB 1997). The terms “Contracting Officer” shall mean Buyer.

52.222-4 Contract Work Hours and Safety Standards-Overtime Compensation (MAY 2018). Buyer may withhold or recover from Seller the amount of any sums the Contracting Officer withholds or recovers from Buyer because of liabilities of Seller or its subcontractors under this clause.

52.222-19 Child Labor- Cooperation with Authorities and Remedies (DEVIATION 2020-O0019) Deviation (JUL 2020). In paragraph (b), the term “solicitation” refers to the prime solicitation. In paragraph (d), “Contracting Officer” means Buyer.

52.222-21 Prohibition of Segregated Facilities (APR 2015).

52.222-26 Equal Opportunity (SEP 2016).

52.222-35 Equal Opportunity for Veterans. (JUN 2020). This clause applies if this contract is valued at or above the threshold specified in FAR 22.1303(a) on the date of subcontract award, unless exempted by rules, regulations or orders of the Secretary of Labor.

52.222-36 Equal Opportunity for Workers with Disabilities (JUN 2020). This clause applies if this contract is in excess of the threshold specified in Federal Acquisition Regulation (FAR) 22.1408(a) on the date of contract award, unless exempted by rules, regulations, or orders of the Secretary.

52.222-37 Employment Reports on Veterans (JUN 2020). This clause applies if this contract is valued at or above the threshold specified in FAR 22.1303(a) on the date of subcontract award, unless exempted by rules, regulations, or orders of the Secretary of Labor.

52.222-40 Notification of Employee Rights Under the National Labor Relations Act. (DEC 2010).

52.222-50 Combating Trafficking in Persons (OCT 2020). The term “contractor” shall mean “Seller”, except in the paragraph (a) definition of Agent, and except when the term “prime contractor” appears, which shall remain unchanged. The term “Contracting Officer” shall mean “Contracting Officer, Buyer’s Authorized Procurement representative” in paragraph (d)(1). Paragraph (d)(2) shall read as follows: “If the allegation may be associated with more than one contract, the Seller shall inform the Buyer’s Authorized Procurement Representative for each affected contract.” The term “the Government” shall mean “the Government and Buyer” in paragraph (e). The term “termination” shall mean “Cancellation” and “Cancellation for Default”, respectively, in paragraph (e)(6). The term “Contracting Officer” shall mean “Contracting Officer and Buyer” in paragraph (f), except in paragraph (f)(2), where it shall mean “Contracting Officer or Buyer”. Paragraph (h)(2)(ii) shall read as follows: “To the nature and scope of the activities involved in the performance of a Government subcontract, including the number of non-United States citizens expected to be employed and the risk that the contract or subcontract will involve services or supplies susceptible to trafficking in persons.” The term “Contracting Officer” shall mean “Contracting Officer or Buyer” in paragraph (h)(4)(ii). The term “Contracting Officer” shall mean “Buyer” in paragraph (h)(5).

52.222-54 Employment Eligibility Verification (OCT 2015). This clause applies to all subcontracts that (1) are for (i) commercial or noncommercial services (except for commercial services that are part of the purchase of a COTS item, or an item that would be a COTS item, but for minor modifications performed by the COTS provider and are normally provided for that COTS item), or (ii) construction; (2) has a value of more than $3,500; and (3) includes work performed in the United States.

52.223-18 Encouraging Contractor Policies To Ban Text Messaging While Driving (JUN 2020). This clause applies if the contract exceeds the micro-purchase threshold, as defined in Federal Acquisition Regulation 2.101 on the date of subcontract award.

52.224-3 Privacy Training (JAN 2017). The term “Contracting Officer” shall mean “Contracting Officer or Buyer”.

52.225-13 Restriction on Certain Foreign Purchases (JUN 2008).

52.227-1 Authorization and Consent (JUN 2020). This clause applies if the contract is expected to exceed the simplified acquisition threshold, as defined in Federal Acquisition Regulation (FAR) 2.101 on the date of subcontract award.

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52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement (JUN 2020). This clause applies if the contract is expected to exceed the simplified acquisition threshold, as defined in Federal Acquisition Regulation (FAR) 2.101 on the date of subcontract award. A copy of each notice sent to the Government shall be sent to Buyer.

52.228-3 Workers’ Compensation Insurance (Defense Base Act) (JUL 2014). This clause applies if the Defense Base Act applies to this contract.

52.230-2 Cost Accounting Standards (JUN 2020). Paragraph (b) of this clause is excluded. In this clause, “Contractor” shall mean Seller. Seller shall comply with the clause in effect on Seller’s award date or if Seller has submitted certified cost or pricing data, on the date of final agreement on price as shown on Seller’s signed Certificate of Current Cost or Pricing Data.

52.230-6 Administration of Cost Accounting Standards (JUN 2010). Add “Buyer and the” before “CFAO” in paragraph (m).

52.232-39 Unenforceability of Unauthorized Obligations (JUN 2013).

52.232-40 Providing Accelerated Payments to Small Business Subcontractors. (DEC 2013). This clause applies to contracts with small business concerns. The term “Contractor” retains its original meaning.

52.234-1 Industrial Resources Developed Under Title III Defense Production Act (SEP 2016).

52.244-6 Subcontracts for Commercial Items (NOV 2020). The clauses in paragraph (c) (1) apply when Seller is providing commercial items under the Contract.

52.245-1 Government Property (JAN 2017). This clause applies if Government property is acquired or furnished for contract performance. “Government” shall mean Government throughout except the first time it appears in paragraph (g)(1) when “Government” shall mean the Government or the Buyer.

52.246-2 Inspection of Supplies-Fixed Price (AUG 1996). The term “Government” means “Government and/or Buyer”, except in paragraph (b) the second time it appears, and paragraphs (f), (h), (j), and (l), where the term “Government” means “Buyer”. The term “Contracting Officer” means “Buyer”.

52.246-5 Inspection of Services-Cost-Reimbursement (APR 1984). The term “Contractor” means “Seller” and the term “Government” means “Government and/or Buyer” except in paragraph (d) the second time it appears, and paragraph (e) where the term “Government” means “Buyer.”

52.247-63 Preference for U.S.-Flag Air Carriers (JUN 2003). This clause only applies if this contract involves international air transportation.

52.248-1 Value Engineering (JUN 2020). This clause applies only if this contract is valued at or above the simplified acquisition threshold, as defined in FAR 2.101 on the date of subcontract award. The term “Contractor” means Seller. The term “Contracting Officer” means Buyer. The term “contracting office” means US Government contracting office. The term “Government” means Buyer except in subparagraph (c)(5). The term “Government” does not mean Buyer as it is used in the phrase “Government costs”. Paragraph (d) shall read as follows: The Seller shall submit VECP’s to the Buyer. Subparagraph (e)(1) shall read as follows: The Buyer will notify the Seller of the status of the VECP after receipt. The Buyer will process VECP’s expeditiously; however, it will not be liable for any delay in acting upon a VECP. Paragraph (m) shall read as follows: (m) Data. The Seller may restrict the Government’s right to use any part of a VECP or the supporting data by marking the following legend on the affected parts: These data, furnished under the Value Engineering clause of contract, shall not be disclosed outside the Buyer and Government or duplicated, used, or disclosed, in whole or in part, for any purpose other than to evaluate a value engineering change proposal submitted under the clause. This restriction does not limit the Buyer’s and Government’s right to use information contained in these data if it has been obtained or is otherwise available from the Seller or from another source without limitations. If a VECP is accepted, the Seller hereby grants the Government unlimited rights in the VECP and supporting data, except that, with respect to data qualifying and submitted as limited rights or Government purpose rights technical data, the Government shall have the rights specified in the contract modification implementing the VECP and Seller shall appropriately mark the data. (The terms “unlimited rights” a “limited rights” and “Government purpose rights” are

Page 6 - FAR & DFARS Clauses

defined in Part 27 of the Federal Acquisition Regulation (“FAR”) or Part 227 of the Defense FAR Supplement, as applicable.) Seller’s share of the net acquisition savings and collateral savings shall not reduce the Government’s share of concurrent or future savings or collateral savings. Buyer’s payments to Seller under this clause are conditioned upon Buyer’s receipt of authorization for such payments from the Government

DoD FAR Supplement Clauses DoD Contracts. The following contract clauses are incorporated by reference from the Department of Defense Federal Acquisition Regulation Supplement and apply to the extent indicated. In all of the following clauses, “Contractor” and “Offeror” mean Seller except as otherwise noted.

252.203-7001 Prohibition on Persons Convicted of Fraud or Other Defense-Contract-Related Felonies (DEC 2008). This clause applies only if this contract exceeds (i) $100, 000 i f in c l u d e d in B u y e r^{'} sc u s t o m er R F P or c u s t o m er co n t r a c t i ss u e d b e f or e O c t o b er 1, 2010 or (ii)$ 150,000 if included in Buyer’s customer RFP issued on or after October 1, 2010, or if the prime contract was issued prior to October 1, 2010 but was amended after October 1, 2010 to increase the Simplified Acquisition Threshold and is not for the purchase of commercial items or commercial components. Except in paragraph (a), “this contract” and “the contract” mean the contract between Buyer and Seller. In subparagraph (d)(2), delete the words “or first-tier subcontractor.” In paragraph (e), the remedies described in subparagraphs (2) and (3) are available to Buyer, not the Government. In paragraph (f), “through the Buyer” is inserted after “Contracting Officer.” Paragraph (g) is deleted.

252.203-7002 REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (SEP 2013).

252.203-7003 Agency Office of the Inspector General. (AUG 2019). This clause applies if FAR 52.203-13 applies.

252.203-7004 DISPLAY OF HOTLINE POSTER (AUG 2019). The clause applies if the Contract exceeds the threshold specified in Defense Federal Acquisition Regulation Supplement 203.1004 (b)(2)(ii) on the date of Contract award, except if the contract is for the aquisition of a commercial item.

252.204-7000 Disclosure of Information (OCT 2016). Seller shall submit requests for authorization to release information through Buyer. Seller shall submit written requests to Buyer a minimum of 25 days prior to proposed date of release.

252.204-7009 Limitations on the Use or Disclosure of Third-Party Contractor Reported Cyber Incident Information (OCT 2016). This clause applies to contracts for services that include support for the Government’s activities related to safeguarding covered defense information and cyber incident reporting, including contracts for commercial items.

252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting (DEC 2019). This clause applies if the Contract is for operationally critical support or where performance will involve a covered contractor information system. The term “contractor” retains its original meaning wherever the word is not capitalized. In the terms “Contractor attributional/proprietary information,” “Contractor information system” and “covered contractor information system,” the term “contractor” also retains its original meaning. In paragraphs (d) and (g), “Contracting Officer” shall mean “Contracting Officer or Buyer.” In paragraph (m)(2), the term “prime Contractor” retains its original meaning. In accordance with paragraph (m)(2)(i), Seller shall notify Buyer when submitting a request to the Contracting Officer to vary from NIST SP 800-171. Reporting to Buyer in accordance with (m)(2)(ii) shall be accomplished via [email protected] with a copy to the Buyer’s Authorized Procurement Representative. The Boeing 1st tier subcontractor promptly shall report lower tier subcontractor information it receives.

Seller represents and warrants that (i) it is in compliance with the requirements of DFARS Clause 252.204-7012 as modified by the preceding paragraph, or (ii) that, pursuant to paragraph (b)(2)(ii)(B), it has submitted a request applicable to this Contract for a variance from the requirements of NIST SP 800-171, to the US Government Contracting Office and that Seller’s request for such variance was approved by an authorized representative of the DoD CIO.

252.204-7015 NOTICE OF AUTHORIZED DISCLOSURE OF INFORMATION FOR LITIGATION SUPPORT (MAY 2016).

252.208-7000 Intent to Furnish Precious Metals as Government-Furnished Material (DEC

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1991). The term “Offeror” shall mean Seller. This clause applies only if this contract if an item being purchased contains precious metal. If responding to a solicitation, Bidder/Offeror shall comply with the requirements of this clause.

252.211-7003 Item Unique Identification and Valuation (MAR 2016). This clause applies if this contract acquires any item for which unique item identification is required in accordance with paragraph (c) (1) of this clause. Any exceptions under paragraph (c) (1) (i) or specific items requiring a unique item identifier in accordance with paragraph (c) (1) (ii)-(v), if any, shall be identified in an exhibit in this contract.

252.215-7014 Exception from Certified Cost or Pricing Data Requirements for Foreign Military Sales Indirect Offsets (JUN 2018).

252.219-7003 Small Business Subcontracting Plan (DoD Contracts) (DEC 2019). Paragraph (e) is deleted. If the Contract exceeds the applicable threshold specified in Federal Acquisition Regulation 19.702(a), has further subcontracting opportunities, and Seller participates in the Test Program described in DFARS 219.702-70, DFARS 252.219-7004, Small Business Subcontracting Plan (Test Program) is also included in the Contract.

252.222-7002 Compliance with Local Labor Laws (Overseas) (JUN 1997).

252.222-7006 Restrictions on the Use of Mandatory Arbitration Agreements (DEC 2010). This clause applies to all solicitations and contracts (including task or delivery orders and bilateral modifications adding new work) valued in excess of $1 million, except for contracts for the acquisition of commercial items, including commercially available off-the-shelf-items. Seller agrees to flow down this clause to all covered subcontractors. Seller agrees by accepting this contract that it shall not enter into, and shall not take any action to enforce, any provision of any existing agreements, as describe in paragraph (b)(1) of this clause, with respect to any of Seller’s employees or independent contractors performing work for Seller related to this contract.

252.225-7001 Buy American and Balance of Payments Program (DEC 2017). In paragraph (c), the phrase “in the Buy American Balance of Payments Program Certificate provision of the solicitation” is deleted and the word “certified” is deleted and replaced with the word “specified.”

252.225-7002 Qualifying Country Sources as Subcontractors (DEC 2017).

252.225-7004 Report of Intended Performance Outside the United States and Canada-Submission After Award (OCT 2020). “Contracting Officer” means “Buyer.” Paragraph (c)(5) is deleted. In (d)(2) “from the Contracting Officer or” is deleted.

252.225-7012 Preference for Certain Domestic Commodities (DEC 2017).

252.225-7013 Duty Free Entry (APR 2020). This clause applies is the contract is for qualifying country components or nonqualifying country components for which Seller estimates that duty will exceed $200 per unit. Seller shall include the prime contract number on all shipping documents submitted to Customs for supplies for which duty-free entry is claimed pursuant to this clause. The information required by paragraph (j)(3) of this clause is available upon request.

252.225-7016 Restriction on Acquisition of Ball and Roller Bearings (JUN 2011). This clause does not apply to contracts for commerical items or items that do not contain ball or roller bearings.

252.225-7021 Trade Agreements-Basic (DEVIATION 2020-O0019) Deviation (JUL 2020). In paragraph (c) (1), the phrase “in the Trade Agreements Certificate provision of the solicitation” is deleted.

252.225-7043 Antiterrorism/Force Protection Policy for Defense Contractors Outside the United States (JUN 2015). This clause applies only if this contract requires Seller to perform or travel outside the United States and Seller is not (1) a foreign government, (2) a representative of a foreign government, or (3) a foreign corporation wholly owned by a foreign government.

252.225-7048 Export-Controlled Items (JUN 2013).

252.225-7993 Prohibition on Providing Funds to the Enemy Deviation (AUG 2020). This clause applies if the Contract has an estimated value over $50,000 and will be performed outside the United

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States and its outlying areas. In paragraph (b), the term “contract” refers to the prime contract.

252.226-7001 Utilization of Indian Organizations and Indian-Owned Economic Enterprises—DoD Contracts and Native Hawaiian Small Business Concerns (APR 2019). This clause applies only if this contract exceeds $500,000.

252.227-7013 Rights In Technical Data — Noncommercial Items (FEB 2014). This clause applies when technical data for noncommercial items, or for commercial items developed in any part at Government expense, is to be obtained from Seller or Seller’s subcontractors for delivery to the Government.

252.227-7016 Rights in Bid or Proposal Information (JAN 2011).

252.227-7030 Technical Data — Withholding of Payment (MAR 2000). In this clause, “Government” and “Contracting Officer” shall mean Buyer. This clause applies only if the delivery of technical data is required under this contract.

252.227-7037 Validation of Restrictive Markings on Technical Data (SEP 2016).

252.228-7001 Ground and Flight Risk (JUN 2010). Seller acknowledges that the Customer Contract includes DFARS 252.228-7001, Ground and Flight Risk (JUN 2010) (the “GFRC”), and that the GFRC incorporates DCMA Instruction 8210.1 (5 APRIL 2017), CONTRACTOR’S FLIGHT AND GROUND OPERATIONS, by reference. Seller shall have procedures in place to implement the requirements of the GFRC and DCMA Instruction 8210.1 (5 APRIL 2017), and to enable Buyer to meet its obligations under the prime contract.

252.231-7000 Supplemental Cost Principles (DEC 1991).

252.234-7002 Earned Value Management System Deviation (SEP 2015). Paragraph (k) of this clause is deleted. With the exception of paragraphs (i) and (j), Seller shall comply with EVMS requirements if Seller is identified to comply elsewhere in this contract.

252.234-7004 Cost and Software Data Reporting System. (NOV 2014). CSDR reporting is required by Seller if this contract exceeds $50 milliion. The last sentence in paragraph (b) is deleted.

252.234-7004 Cost and Software Data Reporting System. Alternate I (NOV 2014). CSDR reporting is required by Seller if Seller is a selected contractor identified in the CSDR contract plan as requiring such reporting.

252.237-7010 Prohibition on Interrogation of Detainees by Contractor Personnel (JUN 2013). This clause applies if the contract requires Seller’s personnel to interact with detainees in the course of their duties.

252.239-7018 Supply Chain Risk (FEB 2019). In paragraph (b), the term”Government” means “Government or Buyer”.

252.243-7001 Pricing of Contract Modifications (DEC 1991).

252.244-7000 Subcontracts for Commercial Items (OCT 2020).

252.245-7001 Tagging, Labeling, and Marking Of Government-Furnished Property (APR 2012).

252.245-7004 Reporting, Reutilization, and Disposal (DEC 2017). This clause applies if this contract contains FAR 52.245-1, Government Property. The term “Contracting Officer” shall mean “Buyer”.

252.246-7007 Contractor Counterfeit Electronic Part Detection and Avoidance System (AUG 2016). This clause applies to contracts for electronic parts or assemblies containing electronic parts or for contracts for the performance of authentication testing. The introductory text is deleted and only paragraphs (a) through (e) apply. In paragraph (c)(6), “Contracting Officer” means “Buyer.”

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Authorized Procurement Representative.” Seller’s notification shall include, at a minimum, identification of the electronic parts being procured, identification of Seller’s lower-tier supplier providing such electronic parts, Seller’s rationale on acceptability of procuring such parts (including risk mitigation), and identification of the product using such parts (by lot or serial numbers).

252.247-7023 Transportation of Supplies by Sea-Basic (FEB 2019). This clause applies if this contract is for supplies that are of a type described in paragraph (b)(2) of this clause. In paragraph (d), “45 days” is changed to “60 days.” If this contract exceeds the simplified acquisition threshold, paragraphs (a)-(h) apply. In paragraph (g) “Government” means Buyer. If this contract is at or below the simplified acquisition threshold, paragraphs (f) and (g) are excluded.

252.249-7002 Notification Of Anticipated Contract Termination Or Reduction (JUN 2020). “Contracting Officer” shall mean “Buyer”. Subparagraph (d)(1) shall be deleted. The phrase “Require that each such subcontractor” of subparagraph (d)(2) shall be deleted.

Commercial Items If goods or services being procured under this contract are commercial products and/or commercial services and Clause H203 is set forth in the purchase order, the foregoing Government clauses in Sections 1 and 2 above are deleted and the following FAR/DFARS clauses are inserted in lieu thereof:

52.203-13 Contractor Code of Business Ethics and Conduct (JUN 2020). This clause applies if this contract exceeds the threshold specified in FAR 3.1004 (a) on the date of contract award and has a performance period of more than 120 days.

52.203-15 Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010). This clause applies if this contract is funded in whole or in part with Recovery Act funds.

52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017).

52.204-21 Basic Safeguarding of Covered Information Systems (JUN 2016).

52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (JUL 2018). In paragraph (c)(1), the term “Government” means “Government or Buyer” and the term “Contracting Officer” means “Buyer.” All reporting required by paragraph (c) shall be reported through Buyer. Seller shall report the information in paragraph (c)(2) to Buyer.

52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (AUG 2020). Paragraph (b) is deleted and replaced with the following: “Seller is prohibited from providing Buyer with covered telecommunications equipment or services, or with any equipment, systems, or services that use covered equipment or services regardless of whether that use is in performance of work under a U.S. Government contract.” Paragraph (c) is deleted in its entirety. Paragraph (d)(1) is deleted and replaced with the following: “In the event Seller identifies covered telecommunications equipment or services provided to Buyer during contract performance, or Seller is notified of such by a subcontractor at any tier or any other source, Seller shall report the information in paragraph (d)(2) of this clause via email to Buyer’s Authorized Procurement Representative, with the required information in the body of the email.”

52.209-6 Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (JUN 2020).

52.219-8 Utilization of Small Business Concerns (OCT 2018).

52.222-21 Prohibition of Segregated Facilities (APR 2015).

52.222-26 Equal Opportunity (SEP 2016).

52.222-36 Equal Opportunity for Workers with Disabilities (JUN 2020). This clause applies if this contract is in excess of the threshold specified in Federal Acquisition Requlation (FAR) 22.1408(a) on

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the date of contract award, unless exempted by rules, regulations, or orders of the Secretary.

52.222-40 Notification of Employee Rights Under the National Labor Relations Act. (DEC 2010).

52.222-50 Combating Trafficking in Persons Alternate I (MAR 2015). The term “Contractor” shall mean “Seller”, except the term “prime contractor” shall remain unchanged. The term “Contracting Officer” shall mean “Contracting Officer and the Buyer’s Authorized Procurement representative in paragraph (d)(1). Paragraph (d)(2) shall read as follows: “If the allegation may be associated with more than one contract, the Seller shall inform the Buyer’s Authorized Procurement Representative for each affected contract.” The term “the Government” shall mean “the Government and Buyer” in paragraph (e). The term “termination” shall mean “cancellation” and “Cancellation for Default”, respectively, in paragraph (e)(6). Insert the following at the end of paragraph (e): “If the Government exercises one of the remedies identified in the paragraph (e) against Buyer as a result, in whole or in part, of the Seller’s violation of its obligations under this clause, Buyer may impose that remedy against the Seller proportionate to the extent to which Seller’s violation caused the Government’s decision to impose a remedy on Buyer.” The term “Contracting Officer” shall mean “Contracting Officer and Buyer” in paragraph (f), except in paragraph (f)(2), where it shall mean “Contracting Officer or Buyer”. Paragraph (h)(2)(ii) shall read as follows: “To the nature and scope of the activities involved in the performance of a Government subcontract, including the number of non-United States citizens expected to be employed and the risk that the contract or subcontract will involve services or supplies susceptible to trafficking in persons.” The term “Contracting Officer” shall mean “Contracting Officer or Buyer” in paragraph (h)(4)(ii). The term “Contracting Officer” shall mean “Buyer” in paragraph (h)(5).

52.222-55 Minimum Wages Under Executive Order 13658 (NOV 2020). This clause applies is the Contract is subject to the Service Contract Labor Standards statute or the Wage Rate Requirements (Construction) statutes, and are to be performed in whole or in part in the United States. “Contracting Officer” shall mean “Buyer” except for paragraphs (e)(2), (e)(4) and (g). If the Government exercises a withhold identified in the paragraph (g) against Buyer as a result of Seller’s violation of its obligations under this clause, Buyer may impose that withhold against the Seller.

52.222-62 Paid Sick Leave Under Executive Order 13706 (JAN 2017). This clause applies if the Contract is subject to the Service Contract Labor Standards statute or the Wage Rate Requirements (Construction) statute, and are to be performed in whole or in part in the United States.

52.224-3 Privacy Training Alternate I (JAN 2017). The term “Contracting Officer” shall mean “Contracting Officer or Buyer”.

52.224-3 Privacy Training (JAN 2017). The term “Contracting Officer” shall mean “Contracting Officer or Buyer”.

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52.225-26 Contractors Performing Private Security Functions Outside the United States (OCT 2016). This clause applies if the Contract will be performed outside the United States in areas of (1) combat operations, as designated by the Secretary of Defense; or (2) other significant military operations, upon agreement of the Secretaries of Defense and State that the clause applies in that area. In paragraph (d)(1), Contracting Officer shall mean “Contracting Officer or Buyer” and in paragraph (d) (3), Contracting Officer shall mean Buyer.

52.244-6 Subcontracts for Commercial Items (NOV 2020). The clauses in paragraph (c) (1) apply when Seller is providing commercial items under the Contract.

52.247-64 Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006). This clause does not apply if this contract is for the acquisition of commercial items unless (i) this contract is a contract or agreement for ocean transportation services; or a construction contract; or (ii) the supplies being transported are (a) items the Seller is reselling or distributing to the Government without adding value (generally, the Seller does not add value to the items when it subcontracts items for f.o.b. destination shipment); or (b) shipped in direct support of U.S. military (1) contingency operations; (2) exercises; or (3) forces deployed in connection with United Nations or North Atlantic Treaty Organization humanitarian or peacekeeping operations.

252.203-7002 REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (SEP 2013).

252.204-7009 Limitations on the Use or Disclosure of Third Party Contractor Reported Cyber Incident Information (OCT 2016). This clause applies if the Contract is for services that include support for the Government’s activities related to safeguarding covered defense information and cyber incident reporting, including contracts for commercial items.

252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting (DEC 2019). This clause applies if the Contract is for operationally critical support or where performance will involve a covered contractor information system. The term “contractor” retains its original meaning wherever the word is not capitalized. In the terms “Contractor attributional/proprietary information,” “Contractor information system” and “covered contractor information system,” the term “contractor” also retains its original meaning. In paragraph (b)(2), the applicable security standard that applies to this Contract is NIST SP 800-171, Revision 1. In paragraphs (d) and (g), “Contracting Officer” shall mean “Contracting Officer or Buyer.” In paragraph (m)(2), the term “prime Contractor” retains its original meaning. In accordance with paragraph (m)(2)(i), Seller shall notify Buyer when submitting a request to the Contracting Officer to vary from NIST SP 800-171, Revision 1. Reporting to Buyer in accordance with (m)(2)(ii) shall be accomplished via [email protected] with a copy to the Buyer’s Authorized Procurement Representative. The Boeing 1st tier subcontractor promptly shall report lower tier subcontractor information it receives.

Seller represents and warrants that (i) it is in compliance with the requirements of DFARS Clause 252.204-7012 as modified by the preceding paragraph, or (ii) that, pursuant to paragraph (b)(2)(ii)(B), it has submitted a request applicable to this Contract for a variance from the requirements of NIST SP 800-171, Revision 1 to the US Government Contracting Office and that Seller’s request for such variance was approved by an authorized representative of the DoD CIO.

252.204-7015 NOTICE OF AUTHORIZED DISCLOSURE OF INFORMATION FOR LITIGATION SUPPORT (MAY 2016).

252.211-7003 Item Unique Identification and Valuation (MAR 2016). This clause applies if this contract acquires any item for which unique item identification is required in accordance with paragraph

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(c) (1) of this clause. Items subject to the requirements of DFARS 252.211-7003, if any, shall be identified in an exhibit in this contract.

252.225-7001 Buy American and Balance of Payments Program-Basic (DEC 2017). In paragraph (c), the phrase “in the Buy American Balance of Payments Program Certificate provision of the solicitation” is deleted and the word “certified” is deleted and replaced with the word “specified.”

252.225-7004 Reporting Of Contract Performance Outside The United States And Canada - Submission After Award (OCT 2020). The term “Contracting Officer” means “Buyer.” In paragraph (b), the phrase “or a first-tier subcontractor” is deleted. Paragraph (c)(5) is deleted. In paragraph (d)(2), the phrase “from the Contracting Officer or” is deleted.

252.225-7012 Preference for Certain Domestic Commodities (DEC 2017).

252.225-7048 Export-Controlled Items (JUN 2013).

252.226-7001 Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns. (APR 2019). This clause applies if this Contract exceeds $500,000.

252.227-7037 Validation of Restrictive Markings on Technical Data (SEP 2016).

252.243-7001 Pricing of Contract Modifications (DEC 1991).

252.244-7000 Subcontracts for Commercial Items (OCT 2020).

252.246-7008 Sources of Electronic Parts (MAY 2018). This clause applies if the Contract is for electronic parts or assemblies containing electronics parts, unless Seller is the original manufacturer of the electronic parts. The term “Contractor” means Seller and the term “subcontractor” means Seller’s lower-tier suppliers. In paragraph (b)(3)(ii)(A), the term “Contracting Officer” means “Buyer’s Authorized Procurement Representative.” Seller’s notification shall include, at a minimum, identification of the electronic parts being procured, identification of Seller’s lower-tier supplier providing such electronic parts, Seller’s rationale on acceptability of procuring such parts (including risk mitigation), and identification of the product using such parts (by lot or serial numbers).

AFFARS Clauses The following contract clauses are incorporated by reference from the Air Force Federal Acquisition Regulation Supplement and apply to the extent indicated. In all of the following clauses, “Contractor” means Seller.

5352.204-9000 NOTIFICATION OF GOVERNMENT SECURITY ACTIVITY AND VISITOR GROUP SECURITY AGREEMENTS (OCT 2019). Delete the first sentence and insert the following in lieu thereof: “This clause applies if this contract includes a DD Form 254, DOD Contract Security Classification Specification, and requires performance at a government location in the U.S. or overseas.”

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5352.223-9000 Elimination of Use of Class I Ozone Depleting Substances (ODS) (OCT 2019). BDS Terms and Conditions Guide Effective: 01/06/2022 Page 13 of 13