Common use of Applicable Laws Clause in Contracts

Applicable Laws. (a) This Contract shall be governed by and construed in accordance with the laws of the State from which this Contract is issued by LOCKHEED XXXXXX, without regard to its conflicts of laws provisions, except that any provision in this Contract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations (FAR); or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial agencies of the federal Government. (1) SELLER, in the performance of this Contract, agrees to comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinances. SELLER shall procure all licenses/permits, pay all fees, and other required charges and shall comply with all applicable guidelines and directives of any local, state and/or federal governmental authority. (2) If: (i) LOCKHEED XXXXXX'x contract price or fee is reduced; (ii) LOCKHEED XXXXXX'x costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (4) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A) LOCKHEED XXXXXX'x contract price or fee is reduced; (B) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs (2) and (3) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. In the case of withholding(s), LOCKHEED XXXXXX may withhold the same amount from SELLER under this contract. (c) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d) SELLER shall provide to LOCKHEED XXXXXX with each delivery any Material Safety Data Sheet applicable to the Work in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated there under, or its state approved counterpart.

Applicable Laws. (a) This Contract shall be governed by and construed in accordance with the laws of the State from which this Contract is issued by LOCKHEED XXXXXXLockheed Xxxxxx, without regard to its conflicts of laws provisions, except that any provision in this Contract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations Regulation (FAR); or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial agencies of the federal Government. (1) SELLER, in the performance of this Contract, agrees to comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinances. SELLER shall procure all licenses/permits, and pay all fees, and other required charges charges, and shall comply with of all applicable guidelines and directives of any local, state state, and/or federal governmental authority. (2) If: (i) LOCKHEED XXXXXX'x contract price or fee is reduced; (ii) LOCKHEED XXXXXX'x costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (43) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A) LOCKHEED XXXXXX'x contract price or fee is reduced; (B) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs paragraph (2) and (3) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. In the case of withholding(s), LOCKHEED XXXXXX may withhold the same amount from SELLER under this contractContract. (4) In the event it is determined that the Work is not a Commercial Item as defined at FAR 2.101, then SELLER agrees that CORPDOC 3, General Provisions and FAR Flowdown Provisions for Subcontracts/Purchase Orders (All Agencies) for Non-Commercial Items under a U.S. Governmental Prime Contract, and the corresponding agency flowdowns shall be applicable to this Contract, in lieu of these terms and conditions, effective as of the date of this Contract. (c) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d) SELLER shall provide to LOCKHEED XXXXXX with each delivery any Material Safety Data Sheet applicable to the Work in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated there under, or its state State approved counterpart.

Applicable Laws. (a) This Contract and any matter arising out of or related to this Contract shall be governed by and construed in accordance with the laws of the State from which this Contract is issued by LOCKHEED XXXXXX, without regard to its conflicts of laws provisions, except that any provision in this Contract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations Regulation (FAR); or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial agencies of the federal Government. (1) SELLER, in the performance of this Contract, agrees to comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinances. SELLER shall procure all licenses/permits, pay all fees, and other required charges charges, and shall comply with all applicable guidelines and directives of any local, state state, and/or federal governmental authority. (2) If: (i) LOCKHEED XXXXXX'x contract price or fee is reduced; (ii) LOCKHEED XXXXXX'x costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (43) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A) LOCKHEED XXXXXX'x contract price or fee is reduced; (B) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs paragraph (2) and (3) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. In the case of withholding(s), LOCKHEED XXXXXX may withhold the same amount from SELLER under this contractContract. (4) In the event it is determined that the Work is not a Commercial Item as defined at FAR 2.101, then SELLER agrees that CorpDoc 3, General Provisions and FAR Flowdown Provisions for Subcontracts/Purchase Orders (All Agencies) for Non-Commercial Items under a U.S. Governmental Prime Contract, and the corresponding agency flowdowns shall be applicable to this Contract, in lieu of these terms and conditions, effective as of the date of this Contract. (c) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d) SELLER shall provide to LOCKHEED XXXXXX with each delivery any Material Safety Data Sheet applicable to the Work in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated there under, or its state approved counterpart. (e) SELLER shall be responsible for compliance with all requirements and obligations relating to its employees under all local, state, and federal statutes, ordinances, rules, and obligations including, but not limited to, employer's obligations under laws relating to: income tax withholding and reporting; civil rights; equal employment opportunity; discrimination on the basis of age, sex, race, color, religion, disability, national origin, or veteran status; overtime; minimum wage; social security contribution and withholding; unemployment insurance; employer's liability insurance; worker's compensation; veteran's rights; and all other employment, labor, or benefits related laws.

Applicable Laws. (a) This Contract shall be governed by and construed in accordance with by the laws of the State from which this Contract is issued by LOCKHEED XXXXXX, without regard to its conflicts of laws provisions, except that any provision in this Contract that is is: (i) incorporated in full text or by reference from the Federal Acquisition Regulations Regulation (FAR); or ) or: (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial agencies of the federal Government. (1) SELLER, in the performance of this Contract, agrees to comply with all applicable local, state, and federal laws, orders, representations rules, regulations, and ordinancesordinances of the United States and the country where SELLER will be performing the Contract. SELLER shall procure all licenses/permits, and pay all fees, and other required charges charges, and shall comply with of all applicable guidelines and directives of any local, state state, and/or federal governmental authority. The provisions of the United Nations Convention on Contracts for International Sale of Goods shall not apply to this Contract. (2) If: (i) LOCKHEED XXXXXX'x contract price or fee is reduced; (ii) LOCKHEED XXXXXX'x costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (43) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A) LOCKHEED XXXXXX'x contract price or fee is reduced; (B) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs (2) and (3) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. In the case of withholding(s), LOCKHEED XXXXXX may withhold the same amount from SELLER under this contractContract. (4) In the event it is determined that the Work is not a Commercial Item as defined at FAR 2.101, then SELLER agrees that CORPDOC 3, General Provisions and FAR Flowdown Provisions for Subcontracts/Purchase Orders (All Agencies) for Non-Commercial Items under a U.S. Governmental Prime Contract, and the corresponding agency flowdowns shall be applicable to this Contract, in lieu of these terms and conditions, effective as of the date of this Contract. (c) If the Work is to be shipped to, or performed in the United States: (1) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d2) SELLER shall provide to LOCKHEED XXXXXX with each delivery any Material Safety Data Sheet applicable to the Work in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated there underthereunder, or its state State approved counterpart.

Applicable Laws. (a) This Contract and any matter arising out of or related to this Contract shall be governed by and construed in accordance with the laws of the State from which this Contract is issued by LOCKHEED XXXXXXLockheed Xxxxxx, without regard to its conflicts of laws provisions, except that any provision in this Contract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations Regulation (FAR); or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial quasi‐judicial agencies of the federal Government. (1) SELLER, in the performance of this Contract, agrees to comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinances. SELLER shall procure all licenses/permits, and pay all fees, and other required charges charges, and shall comply with all applicable guidelines and directives of any local, state state, and/or federal governmental authority. (2) If: (i) LOCKHEED XXXXXX'x contract price or fee is reduced; (ii) LOCKHEED XXXXXX'x costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (43) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A) LOCKHEED XXXXXX'x contract price or fee is reduced; (B) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs paragraph (2) and (3) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. In the case of withholding(s), LOCKHEED XXXXXX may withhold the same amount from SELLER under this contractContract. (4) In the event it is determined that the Work is not a Commercial Item as defined at FAR 2.101, then SELLER agrees that CORPDOC 3, General Provisions and FAR Flowdown Provisions for Subcontracts/Purchase Orders (All Agencies) for Non‐Commercial Items under a U.S. Governmental Prime Contract, and the corresponding agency flowdowns shall be applicable to this Contract, in lieu of these terms and conditions, effective as of the date of this Contract. (c) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d) SELLER shall provide to LOCKHEED XXXXXX with each delivery any Material Safety Data Sheet applicable to the Work in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated there under, or its state State approved counterpart.

Applicable Laws. (a) This Contract and any matter arising out of or related to this Contract shall be governed by and construed in accordance with the laws of the State from which this Contract is issued by LOCKHEED XXXXXX, without regard to its conflicts of laws provisions, except that any provision in this Contract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations (FAR); ) or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; or (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government Government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial quasi‐judicial agencies of the federal Government. (1) SELLER, in the performance of this Contract, agrees to shall comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinances. SELLER shall procure all licenses/permits, permits and pay all fees, fees and other required charges and charges. SELLER shall comply with all applicable guidelines and directives of any local, state state, and/or federal governmental authority. (2) If: (i) LOCKHEED XXXXXX'x contract price cost or fee is reduced; (ii) LOCKHEED XXXXXX'x costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (4) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier lower‐tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, or if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A) LOCKHEED XXXXXX'x contract Contract price or fee is reduced; (B) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in paragraph (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs (2) and (3) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price costs and fee of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. Such sums shall not be considered allowable costs under any provision of the Contract. In the case of withholding(s), LOCKHEED XXXXXX may withhold the same amount from SELLER under this contractContract. (c) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d) SELLER shall provide make available to LOCKHEED XXXXXX with each delivery any Material all Safety Data Sheet applicable Sheets for any material provided to LOCKHEED XXXXXX, or brought or delivered to LOCKHEED XXXXXX or its customer's premises in the Work in conformance with and containing such information performance of this Contract as required by applicable law, such as the Occupational Safety and Health Act of 1970 and regulations promulgated there underthereunder. (e) SELLER shall be responsible for compliance with all requirements and obligations relating to its employees under all local, state, and federal statutes, ordinances, rules and obligations including, but not limited to, employer's obligations under laws relating to: income tax withholding and reporting; civil rights; equal employment opportunity; discrimination on the basis of age, sex, race, color, religion, disability, national origin, or its state approved counterpartveteran status; overtime; minimum wage; social security contribution and withholding; unemployment insurance; employer's liability insurance; worker's compensation; veteran's rights; and all other employment, labor or benefits related laws. (f) SELLER shall notify LOCKHEED XXXXXX promptly in writing if a charge of noncompliance with any law addressing occupational health and safety or protection of the environment has been filed against SELLER in connection with the performance of this Contract.

Applicable Laws. (a) This Contract and any matter arising out of or related to this Contract shall be governed by and construed in accordance with the laws of the State from which this Contract is issued by LOCKHEED XXXXXX, without regard to its conflicts of laws provisions, except that any provision in this Contract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations Regulation (FAR); or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial quasi‐judicial agencies of the federal Government. (1) SELLER, in the performance of this Contract, agrees to comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinances. SELLER shall procure all licenses/permits, permits and pay all fees, fees and other required charges charges, and shall comply with all applicable guidelines and directives of any local, state state, and/or federal governmental authority. (2) If: If (i) LOCKHEED XXXXXX'x contract price or fee is reduced; (ii) LOCKHEED XXXXXX'x costs are determined to be unallowable; (iii) any fines, penalties, withholdings, penalties or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (4) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier lower‐tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A) LOCKHEED XXXXXX'x contract price or fee is reduced; (B) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs (2) and (3) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. In the case of withholding(s), LOCKHEED XXXXXX may withhold the same amount from SELLER under this contractContract. (c) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d) SELLER shall provide to LOCKHEED XXXXXX with each delivery any Material Safety Data Sheet applicable to the Work in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated there under, or its state approved counterpart. (e) SELLER shall be responsible for compliance with all requirements and obligations relating to its employees under all local, state, and federal statutes, ordinances, rules and obligations including, but not limited to, employer's obligations under laws relating to: income tax withholding and reporting; civil rights; equal employment opportunity; discrimination on the basis of age, sex, race, color, religion, disability, national origin, or veteran status; overtime; minimum wage; social security contribution and withholding; unemployment insurance; employer's liability insurance; worker's compensation; veteran's rights; and all other employment, labor or benefits related laws.

Applicable Laws. (a) This Contract and any matter arising out of or related to this Contract shall be governed by and construed in accordance with the laws of the State from which this Contract is issued by LOCKHEED XXXXXX, without regard to its conflicts of laws provisions, except that any provision in this Contract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations Regulation (FAR); or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial agencies of the federal Government. (1) SELLER, in the performance of this Contract, agrees to shall comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinances. SELLER shall procure all licenses/permits, pay all fees, and other required charges charges, and shall comply with all applicable guidelines and directives of any local, state state, and/or federal governmental authority. (2) If: (i) LOCKHEED XXXXXX'x contract price or fee is reduced; (ii) LOCKHEED XXXXXX'x costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (43) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A) LOCKHEED XXXXXX'x contract price or fee is reduced; (B) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs paragraph (2) and (3) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. In the case of withholding(s), LOCKHEED XXXXXX may withhold the same amount from SELLER under this contractContract. (4) In the event it is determined that the Work is not a Commercial Item as defined at FAR 2.101, then SELLER agrees that CorpDoc 3, General Provisions and FAR Flowdown Provisions for Subcontracts/Purchase Orders (All Agencies) for Non-Commercial Items under a U.S. Governmental Prime Contract, and the corresponding agency flowdowns shall be applicable to this Contract, in lieu of these terms and conditions, effective as of the date of this Contract. (c) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d) SELLER shall provide make available to LOCKHEED XXXXXX with each delivery any Material all Safety Data Sheet applicable Sheets for any material provided to LOCKHEED XXXXXX, or brought or delivered to LOCKHEED XXXXXX or its customer's premises in the Work in conformance with and containing such information performance of this Contract as required by applicable law, such as the Occupational Safety and Health Act of 1970 and regulations promulgated there underthereunder. (e) SELLER shall be responsible for compliance with all requirements and obligations relating to its employees under all local, state, and federal statutes, ordinances, rules, and obligations including, but not limited to, employer's obligations under laws relating to: income tax withholding and reporting; civil rights; equal employment opportunity; discrimination on the basis of age, sex, race, color, religion, disability, national origin, or its state approved counterpartveteran status; overtime; minimum wage; social security contribution and withholding; unemployment insurance; employer's liability insurance; worker's compensation; veteran's rights; and all other employment, labor, or benefits related laws. (f) SELLER shall notify LOCKHEED XXXXXX promptly in writing if a charge of noncompliance with any law addressing occupational health and safety or protection of the environment has been filed against SELLER in connection with the performance of this Contract.

Applicable Laws. (a) This Contract shall be governed by and construed in accordance with the laws of the State from which this Contract is issued by LOCKHEED XXXXXX, without regard to its conflicts of laws provisions, except that any provision in this Contract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations (FAR); ) or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; or (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government Government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial agencies of the federal Government. (1) SELLER, in the performance of this Contract, agrees to comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinances. SELLER shall procure all licenses/permits, permits and pay all fees, fees and other required charges and charges. SELLER shall comply with all applicable guidelines and directives of any local, state state, and/or federal governmental authority. (2) If: (i) LOCKHEED XXXXXX'x contract price cost or fee is reduced; (ii) LOCKHEED XXXXXX'x costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (4) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, or if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A) LOCKHEED XXXXXX'x contract Contract price or fee is reduced; (B) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in paragraph (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs (2) and (3) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price costs and fee of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. Such sums shall not be considered allowable costs under any provision of the Contract. In the case of withholding(s), LOCKHEED XXXXXX may withhold the same amount from SELLER under this contractContract. (c) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d) SELLER shall provide to LOCKHEED XXXXXX with each delivery any Material Safety Data Sheet applicable to the Work in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated there underthereunder, or its state approved counterpart.

Applicable Laws. (a) This Contract shall be governed by and construed in accordance with the laws of the State from which this Contract is issued by LOCKHEED XXXXXX, without regard to its conflicts of laws provisions, except that any provision in this Contract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations (FAR); or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR orFAR; or (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government Government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial agencies of the federal Government. (1) SELLER, in the performance of this Contract, agrees to comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinancesordinances of the United States and the country where SELLER will be performing the Contract. SELLER shall procure all licenses/permits, and pay all fees, and other required charges and charges. SELLER shall comply with of all applicable guidelines and directives of any local, state state, and/or federal governmental authority. The provisions of the "United Nations Convention on Contracts for International Sales of Goods" shall not apply to this Contract. (2) If: (i) LOCKHEED XXXXXX'x contract price cost or fee is reduced; (ii) LOCKHEED XXXXXX'x costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (4) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, or if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A1) LOCKHEED XXXXXX'x contract Contract price or fee is reduced; (B2) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C3) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D4) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs (2) and (3) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price costs and fee of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. Such sums shall not be considered allowable costs under any provision of the Contract. In the case of withholding(s), LOCKHEED XXXXXX may withhold the same amount from SELLER under this contractContract. (c) If the Work is to be shipped to, or performed in the United States: (1) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d2) SELLER shall provide to LOCKHEED XXXXXX with each delivery any Material Safety Data Sheet applicable to the Work in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated there underthereunder, or its state State approved counterpart.

Applicable Laws. (a) This Contract shall be governed by and construed in accordance with the laws of the State from which this Contract is issued by LOCKHEED XXXXXX, without regard to its conflicts of laws provisions, except that any provision in this Contract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations (FAR); ) or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; or (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government Government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial agencies of the federal Government. (1) SELLER, in the performance of this Contract, agrees to comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinances. SELLER shall procure all licenses/permits, permits and pay all fees, fees and other required charges and charges. SELLER shall comply with all applicable guidelines and directives of any local, state state, and/or federal governmental authority. (2) If: (i) LOCKHEED XXXXXX'x contract price cost or fee is reduced; (ii) LOCKHEED XXXXXX'x costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (4) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, or if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A) LOCKHEED XXXXXX'x contract Contract price or fee is reduced; (B) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in paragraph (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs (2) and (3) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price costs and fee of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. Such sums shall not be considered allowable costs under any provision of the Contract. In the case of withholding(s), LOCKHEED XXXXXX may withhold the same amount from SELLER under this contractContract. (c) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d) SELLER shall provide to LOCKHEED XXXXXX with each delivery any Material Safety Data Sheet applicable to the Work in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated there underthereunder, or its state approved counterpart. (e) SELLER shall be responsible for compliance with all requirements and obligations relating to its employees under all local, state, and federal statutes, ordinances, rules and obligations including, but not limited to, employer's obligations under laws relating to: income tax withholding and reporting; civil rights; equal employment opportunity; discrimination on the basis of age, sex, race, color, religion, disability, national origin, or veteran status; overtime; minimum wage; social security contribution and withholding; unemployment insurance; employer's liability insurance; worker's compensation; veteran's rights; and all other employment, labor or benefits related laws.

Applicable Laws. (a) This Contract and any matter arising out of or related to this Contract shall be governed by and construed in accordance with the laws of the State from which this Contract is issued by LOCKHEED XXXXXX, without regard to its conflicts of laws provisions, except that any provision in this Contract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations (FAR); or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR orFAR; or (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government Government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial agencies of the federal Government. (1) SELLER, in the performance of this Contract, agrees to comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinancesordinances of the United States and the country where SELLER will be performing the Contract. SELLER shall procure all licenses/permits, and pay all fees, and other required charges and charges. SELLER shall comply with of all applicable guidelines and directives of any local, state state, and/or federal governmental authority. (2) If: (i) LOCKHEED XXXXXX'x contract price cost or fee is reduced; (ii) LOCKHEED XXXXXX'x costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (4) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, or if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A1) LOCKHEED XXXXXX'x contract Contract price or fee is reduced; (B2) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C3) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D4) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs (2) and (3) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price costs and fee of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. Such sums shall not be considered allowable costs under any provision of the Contract. In the case of withholding(s), LOCKHEED XXXXXX may withhold the same amount from SELLER under this contractContract. (c) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d) SELLER shall provide to LOCKHEED XXXXXX with each delivery any Material Safety Data Sheet applicable to the Work in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated there underthereunder, or its state approved counterpart.

Applicable Laws. (a) This Contract and any matter arising out of or related to this Contract shall be governed by and construed in accordance with the laws of the State from which this Contract is issued by LOCKHEED XXXXXX, without regard to its conflicts of laws provisions, except that any provision in this Contract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations Regulation (FAR); or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial agencies of the federal Government. (1) SELLER, in the performance of this Contract, agrees to shall comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinances. SELLER shall procure all licenses/permits, and pay all fees, and other required charges charges, and shall comply with all applicable guidelines and directives of any local, state state, and/or federal governmental authority. (2) If: (i) LOCKHEED XXXXXX'x contract price or fee is reduced; (ii) LOCKHEED XXXXXX'x costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (43) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A) LOCKHEED XXXXXX'x contract price or fee is reduced; (B) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs paragraph (2) and (3) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. In the case of withholding(s), LOCKHEED XXXXXX may withhold the same amount from SELLER under this contractContract. (4) In the event it is determined that the Work is not a Commercial Item as defined at FAR 2.101, then SELLER agrees that CORPDOC 3, General Provisions and FAR Flowdown Provisions for Subcontracts/Purchase Orders (All Agencies) for Non-Commercial Items under a U.S. Governmental Prime Contract, and the corresponding agency flowdowns shall be applicable to this Contract, in lieu of these terms and conditions, effective as of the date of this Contract. (c) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d) SELLER shall provide make available to LOCKHEED XXXXXX with each delivery any Material all Safety Data Sheet applicable Sheets for any material provided to LOCKHEED XXXXXX, or brought or delivered to LOCKHEED XXXXXX or its customer's premises in the Work in conformance with and containing such information performance of this Contract as required by applicable law, such as the Occupational Safety and Health Act of 1970 and regulations promulgated there under, or its state approved counterpartthereunder.

Applicable Laws. (a) This Contract and any matter arising out of or related to this Contract shall be governed by and construed in accordance with the laws of the State from which this Contract is issued by LOCKHEED XXXXXX, without regard to its conflicts of laws provisions, except that any provision in this Contract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations (FAR); or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial quasi‐judicial agencies of the federal Government. (1) SELLER, in the performance of this Contract, agrees to shall comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinances. SELLER shall procure all licenses/permits, pay all fees, and other required charges and shall comply with all applicable guidelines and directives of any local, state and/or federal governmental authority. (2) If: (i) LOCKHEED XXXXXX'x contract price or fee is reduced; (ii) LOCKHEED XXXXXX'x costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (4) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier lower‐tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A) LOCKHEED XXXXXX'x contract price or fee is reduced; (B) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs (2) and (3) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. In the case of withholding(s), LOCKHEED XXXXXX may withhold the same amount from SELLER under this contract. (c) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d) SELLER shall provide make available to LOCKHEED XXXXXX with each delivery any Material all Safety Data Sheet applicable Sheets for any material provided to LOCKHEED XXXXXX, or brought or delivered to LOCKHEED XXXXXX or its customer's premises in the Work in conformance with and containing such information performance of this Contract as required by applicable law, such as the Occupational Safety and Health Act of 1970 and regulations promulgated there under, or its state approved counterpartthereunder.

Applicable Laws. (a) This Contract and any matter arising out of or related to this Contract shall be governed by and construed in accordance with the laws of the State from which this Contract is issued by LOCKHEED XXXXXX, without regard to its conflicts of laws provisions, except that any provision in this Contract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations (FAR); or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR orFAR; or (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government Government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial quasi‐judicial agencies of the federal Government. (1) SELLER, in the performance of this Contract, agrees to comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinancesordinances of the United States and the country where SELLER will be performing the Contract. SELLER shall procure all licenses/permits, and pay all fees, and other required charges and charges. SELLER shall comply with of all applicable guidelines and directives of any local, state state, and/or federal governmental authority. (2) If: (i) LOCKHEED XXXXXX'x contract price cost or fee is reduced; (ii) LOCKHEED XXXXXX'x costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (4) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier lower‐tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, or if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A1) LOCKHEED XXXXXX'x contract Contract price or fee is reduced; (B2) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C3) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D4) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs (2) and (3) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price costs and fee of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. Such sums shall not be considered allowable costs under any provision of the Contract. In the case of withholding(s), LOCKHEED XXXXXX may withhold the same amount from SELLER under this contractContract. (c) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d) SELLER shall provide to LOCKHEED XXXXXX with each delivery any Material Safety Data Sheet applicable to the Work in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated there underthereunder, or its state approved counterpart.

Applicable Laws. (a) This Contract and any matter arising out of or related to this Contract shall be governed by and construed in accordance with the laws of the State from which this Contract is issued by LOCKHEED XXXXXX, without regard to its conflicts of laws provisions, except that any provision in this Contract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations (FAR); ) or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; or (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government Government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial quasi‐judicial agencies of the federal Government. (1) SELLER, in the performance of this Contract, agrees to comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinances. SELLER shall procure all licenses/permits, permits and pay all fees, fees and other required charges and charges. SELLER shall comply with all applicable guidelines and directives of any local, state state, and/or federal governmental authority. (2) If: (i) LOCKHEED XXXXXX'x contract price cost or fee is reduced; (ii) LOCKHEED XXXXXX'x costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (4) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier lower‐tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, or if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A) LOCKHEED XXXXXX'x contract Contract price or fee is reduced; (B) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in paragraph (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs (2) and (3) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price costs and fee of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. Such sums shall not be considered allowable costs under any provision of the Contract. In the case of withholding(s), LOCKHEED XXXXXX may withhold the same amount from SELLER under this contractContract. (c) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d) SELLER shall provide to LOCKHEED XXXXXX with each delivery any Material Safety Data Sheet applicable to the Work in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated there underthereunder, or its state approved counterpart. (e) SELLER shall be responsible for compliance with all requirements and obligations relating to its employees under all local, state, and federal statutes, ordinances, rules and obligations including, but not limited to, employer's obligations under laws relating to: income tax withholding and reporting; civil rights; equal employment opportunity; discrimination on the basis of age, sex, race, color, religion, disability, national origin, or veteran status; overtime; minimum wage; social security contribution and withholding; unemployment insurance; employer's liability insurance; worker's compensation; veteran's rights; and all other employment, labor or benefits related laws.

Applicable Laws. (a) This Contract and any matter arising out of or related to this Contract shall be governed by and construed in accordance with the laws of the State from which this Contract is issued by LOCKHEED XXXXXX, without regard to its conflicts of laws provisions, except that any provision in this Contract that is is: (i) incorporated in full text or by reference from the Federal Acquisition Regulations Regulation (FAR); or ) or: (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial quasi‐judicial agencies of the federal Government. The provisions of the United Nations Convention on Contracts for International Sale of Goods shall not apply to this Contract. (1) SELLER, in the performance of this Contract, agrees to comply with all applicable local, state, and federal laws, orders, representations rules, regulations, and ordinancesordinances of the United States and the country where SELLER will be performing the Contract. SELLER shall procure all licenses/permits, and pay all fees, and other required charges charges, and shall comply with all applicable guidelines and directives of any local, state state, and/or federal governmental authority. (2) If: (i) LOCKHEED XXXXXX'x contract price or fee is reduced; (ii) LOCKHEED XXXXXX'x costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (43) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A) LOCKHEED XXXXXX'x contract price or fee is reduced; (B) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs (2) and (3) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. In the case of withholding(s), LOCKHEED XXXXXX may withhold the same amount from SELLER under this contractContract. (c4) In the event it is determined that the Work is not a Commercial Item as defined at FAR 2.101, then SELLER agrees that CORPDOC 3, General Provisions and FAR Flowdown Provisions for Subcontracts/Purchase Orders (All Agencies) for Non‐Commercial Items under a U.S. Governmental Prime Contract, and the corresponding agency flowdowns shall be applicable to this Contract, in lieu of these terms and conditions, effective as of the date of this Contract. (1) SELLER shall comply with applicable laws and regulations relating to anti‐corruption, including, without limitation, (i) the United States Foreign Corrupt Practices Act (FCPA) (15 U.S.C. §§78dd‐1, et. seq.) irrespective of the place of performance, and (ii)laws and regulations implementing the Organization for Economic Cooperation and Development’s Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the U.N. Convention Against Corruption, and the Inter‐ American Convention Against Corruption in SELLER’s country or any country where performance of this Contract will occur. (2) In carrying out its responsibilities under this Contract – (i) SELLER represents that it has not paid, offered, promised to pay or authorized and will not pay, offer, promise to pay, or authorize the payment directly or indirectly of any monies or anything of value to (i) any person or firm employed by or acting for on behalf of any customer, whether private or governmental, or (ii) any government official or employee or any political party or candidate for political office for the purpose of influencing any act or decision or inducing or rewarding any action by the customer in any commercial transaction or in any governmental matter or securing any improper advantage to assist LOCKHEED XXXXXX or SELLER in obtaining or retaining business or directing business to any person. (ii) No owner, partner, officer, director or employee of SELLER or of any parent or subsidiary company of SELLER is or will become an official or employee of the government or of an agency or instrumentality of a government or a candidate for political office or a political party official during the term of this Contract, unless such person obtains the prior written approval of LOCKHEED XXXXXX. (iii) SELLER has not made and will not make, either directly or indirectly, any improper payments. (iv) SELLER has not made and will not make any facilitating payment (as that term is defined in the FCPA) without the prior written approval of LOCKHEED XXXXXX. (d) If the Work is to be shipped to, or performed in the United States: (1) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d2) SELLER shall provide to LOCKHEED XXXXXX with each delivery any Material Safety Data Sheet applicable to the Work in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated there underthereunder, or its state State approved counterpart.

Applicable Laws. (a) This Contract and any matter arising out of or related to this Contract shall be governed by and construed in accordance with the laws of the State from which this Contract is issued by LOCKHEED XXXXXX, without regard to its conflicts of laws provisions, except that any provision in this Contract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations (FAR); or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial agencies of the federal Government. (1) SELLER, in the performance of this Contract, agrees to comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinances. SELLER shall procure all licenses/permits, pay all fees, and other required charges and shall comply with all applicable guidelines and directives of any local, state and/or federal governmental authority. (2) If: (i) LOCKHEED XXXXXX'x contract price or fee is reduced; (ii) LOCKHEED XXXXXX'x costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (4) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A) LOCKHEED XXXXXX'x contract price or fee is reduced; (B) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs (2) and (3) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. In the case of withholding(s), LOCKHEED XXXXXX may withhold the same amount from SELLER under this contract. (c) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d) SELLER shall provide to LOCKHEED XXXXXX with each delivery any Material Safety Data Sheet applicable to the Work in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated there under, or its state approved counterpart.

Applicable Laws. (a) This Contract and any matter arising out of or related to this Contract shall be governed by and construed in accordance with the laws of the State from which this Contract is issued by LOCKHEED XXXXXXof New York, without regard to its conflicts of laws provisions, except that any provision in this Contract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations (FAR); or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-quasi- judicial agencies of the federal Government. (1b) SELLER, in the performance of this Contract, agrees to shall comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinances. Upon request by LOCKHEED XXXXXX, SELLER shall provide evidence of compliance with applicable local, state, and federal laws, orders, rules, regulations, and ordinances (including the place of production or performance of the Work or any part thereof). SELLER shall procure all licenses/permits, pay all fees, and other required charges and shall comply with all applicable guidelines and directives of any local, state and/or federal governmental authority. SELLER, at its expense, shall provide reasonable cooperation to LOCKHEED XXXXXX in conducting any investigation regarding the nature and scope of any failure by SELLER or its personnel to comply with applicable local, state, and federal laws, orders, rules, regulations, and ordinances that may affect the performance of SELLER's obligations under this Contract. (21) If: (i) LOCKHEED XXXXXX'x contract price or fee is reduced; (ii) LOCKHEED XXXXXX'x costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (43) below. (32) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A) LOCKHEED XXXXXX'x contract price or fee is reduced; (B) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in (43) below. (43) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs (21) and (32) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. In the case of withholding(s), LOCKHEED XXXXXX may withhold the same amount from SELLER under this contract. (cd) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder is is, as applicable, on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (TSCA) Chemical Substances inventory compiled by the United States the Environmental Protection Agency pursuant to TSCA (15 U.S.C. Sec. 2601 et seq.2607(b)) as amended. amended and implemented in 40 CFR Part 710; and is designated as "active" pursuant to the TSCA Inventory Notification Rule (d) codified by amendments to 40 CFR Part 710 effective August 11, 2017). SELLER shall provide make available to LOCKHEED XXXXXX with each delivery any Material all Safety Data Sheet applicable Sheets for any material provided to LOCKHEED XXXXXX, or brought or delivered to LOCKHEED XXXXXX or its customer's premises in the Work in conformance with and containing such information performance of this Contract, as required by applicable law such as the Occupational Safety and Health Act of 1970 and regulations promulgated there underthereunder. (e) Work delivered by SELLER under this Contract may be incorporated into deliverable goods for use (i) in the European Economic Area (EEA) and subject to the European Union Regulation (EC) No 1907/2006 concerning the Registration, Evaluation, Authorization and Restriction of Chemicals (REACH); the Classification, Labeling and Packaging Regulation (EC) No. 1272/2008 (CLP); and the Biocidal Products Regulation (EU) 528/2012) (BPR); and/or (ii) in countries with laws or regulations containing provisions substantially equivalent to REACH and comparable implementing regulations and laws of multi-lateral conventions (such as the Stockholm (Persistent Organic Pollutants) and Minamata (Mercury) Conventions). (1) SELLER represents and warrants that the Work and any substances contained therein are not prohibited or restricted by, and are supplied in compliance with all applicable chemical substance laws and/or regulations including but not limited to REACH, CLP, and BPR, and that no current requirement in any applicable chemical substance law and/or regulation prevents the sale or transport of SELLER’s Work or substances in SELLER’s Work in the EEA or other applicable countries, and that all such Work and substances have been pre-registered, registered, reported, approved, and/or authorized as and to the extent required by all applicable chemical substance laws and/or regulations including but not limited to REACH, CLP, and BPR. (2) SELLER shall timely respond to any request from LOCKHEED XXXXXX with all relevant information on the Work so that the intents of all applicable chemical substance laws and/or regulations including but not limited to REACH, CLP, and BPR are met for communicating with downstream users (e.g., as defined in article 3(13) of REACH [any person established in the EEA using substances in the course of that person's industrial or professional activities; the definition does not include the manufacturer, importer, distributor, or its state approved counterpartconsumer]), and in any case, SELLER shall provide all information necessary for LOCKHEED XXXXXX and/or any downstream user to timely and accurately fulfill their obligations under all applicable chemical substance laws and/or regulations including but not limited to REACH, CLP, and BPR. (3) SELLER shall bear all costs, charges and expenses related to pre-registration, registration, evaluation, authorization, reporting, and approval under all applicable chemical substance laws and/or regulations including but not limited to REACH, CLP, and BPR. (f) SELLER also represents that it will identify for every component or part of the Work, the chemical(s) present and any Chemical Abstract Services (CAS) Registry Number(s), or similar identifying classification such as generic name and accession number to ensure compliance with TSCA or other applicable chemical substance regulation. This information shall be provided by SELLER for itself and all sub-tier suppliers to LOCKHEED XXXXXX upon request. (g) Equal Opportunity for Vietnam Era Veterans' Readjustment Assistance Act (VEVRAA) Protected Veterans. (1) The clause at 41 CFR 60-300.5 (a) is incorporated herein by reference. The 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 the rules, regulations, or orders of the Secretary issued pursuant to VEVRAA. As used in the clause, “contractor” means “SELLER.” This clause applies in addition to FAR 52.222-35 if included in this Contract. (2) LOCKHEED XXXXXX and SELLER shall abide by the requirements of 41 CFR 60-300.5(a). This regulation prohibits discrimination against qualified protected veterans, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans.

Applicable Laws. (a) This Contract shall be governed by and construed in accordance with the laws of the State from which this Contract is issued by LOCKHEED XXXXXX, without regard to its conflicts of laws provisions, except that any provision in this Contract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations (FAR); or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial agencies of the federal Government. (1) SELLERSeller, in the performance of this Contract, agrees to comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinances. SELLER shall procure all licenses/permits, pay all fees, and other required charges and shall comply with all applicable guidelines and directives of any local, state and/or federal governmental authority. (2) If: (i) LOCKHEED XXXXXX'x contract price or fee is reduced; (ii) LOCKHEED XXXXXX'x costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (4) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-lower- tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A) LOCKHEED XXXXXX'x contract price or fee is reduced; (B) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs (2) and (3) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. In the case of withholding(s), LOCKHEED XXXXXX may withhold the same amount from SELLER under this contract. (c) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d) SELLER shall provide to LOCKHEED XXXXXX with each delivery any Material Safety Data Sheet applicable to the Work in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated there under, or its state approved counterpart.

Applicable Laws. (a) This Contract and any matter arising out of or related to this Contract shall be governed by and construed in accordance with the laws of the State from which this Contract is issued by LOCKHEED XXXXXX, without regard to its conflicts of laws provisions, except that any provision in this Contract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations (FAR); ) or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; or (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government Government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial quasi‐judicial agencies of the federal Government. (1) SELLER, in the performance of this Contract, agrees to comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinances. SELLER shall procure all licenses/permits, permits and pay all fees, fees and other required charges and charges. SELLER shall comply with all applicable guidelines and directives of any local, state state, and/or federal governmental authority. (2) If: (i) LOCKHEED XXXXXX'x contract price cost or fee is reduced; (ii) LOCKHEED XXXXXX'x costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (4) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier lower‐tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, or if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A) LOCKHEED XXXXXX'x contract Contract price or fee is reduced; (B) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in paragraph (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs (2) and (3) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price costs and fee of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. Such sums shall not be considered allowable costs under any provision of the Contract. In the case of withholding(s), LOCKHEED XXXXXX may withhold the same amount from SELLER under this contractContract. (c) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d) SELLER shall provide to LOCKHEED XXXXXX with each delivery any Material Safety Data Sheet applicable to the Work in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated there underthereunder, or its state approved counterpart.

Applicable Laws. (a) This Contract shall be governed by and construed in accordance with the laws of the State from which this Contract is issued by LOCKHEED XXXXXX, without regard to its conflicts of laws provisions, except that any provision in this Contract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations Regulation (FAR); or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial agencies of the federal Government. (1) SELLER, in the performance of this Contract, agrees to comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinances. SELLER shall procure all licenses/permits, permits and pay all fees, fees and other required charges , and shall comply with all applicable guidelines and directives of any local, state state, and/or federal governmental authority. (2) If: If (i) LOCKHEED XXXXXX'x contract price or fee is reduced; (ii) LOCKHEED XXXXXX'x costs are determined to be unallowable; (iii) any fines, penalties, withholdings, penalties or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (4) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A) LOCKHEED XXXXXX'x contract price or fee is reduced; (B) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs (2) and (3) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. In the case of withholding(s), LOCKHEED XXXXXX may withhold the same amount from SELLER under this contractContract. (c) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d) SELLER shall provide to LOCKHEED XXXXXX with each delivery any Material Safety Data Sheet applicable to the Work in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated there under, or its state approved counterpart. (e) SELLER shall be responsible for compliance with all requirements and obligations relating to its employees under all local, state, and federal statutes, ordinances, rules and obligations including, but not limited to, employer's obligations under laws relating to: income tax withholding and reporting; civil rights; equal employment opportunity; discrimination on the basis of age, sex, race, color, religion, disability, national origin, or veteran status; overtime; minimum wage; social security contribution and withholding; unemployment insurance; employer's liability insurance; worker's compensation; veteran's rights; and all other employment, labor or benefits related laws.

Applicable Laws. (a) This Contract and any matter arising out of or related to this Contract shall be governed by and construed in accordance with the laws of the State from which this Contract is issued by LOCKHEED XXXXXXstate of New York, without regard to its conflicts of laws provisions, except that any provision in this Contract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations Regulation (FAR); or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial agencies of the federal Governmentgovernment. (1b) SELLER, in the performance of this Contract, agrees to shall comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinances. SELLER shall procure all licenses/permits, pay all fees, and other required charges and shall comply with all applicable guidelines and directives of any local, state and/or federal governmental authority. SELLER, at its expense, shall provide reasonable cooperation to BUYER in conducting any investigation regarding the nature and scope of any failure by SELLER or its personnel to comply with applicable local, state, and federal laws, orders, rules, regulations, and ordinances that may affect the performance of SELLER's obligations under this Contract. (21) If: (i) LOCKHEED XXXXXX'x BUYER's contract price or fee is reduced; (ii) LOCKHEED XXXXXX'x BUYER's costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXXBUYER; or (iv) LOCKHEED XXXXXX BUYER incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX BUYER may proceed as provided for in (43) below. (32) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x BUYER's request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x BUYER's Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A) LOCKHEED XXXXXX'x BUYER's contract price or fee is reduced; (B) LOCKHEED XXXXXX'x BUYER's costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXXBUYER; or (D) LOCKHEED XXXXXX BUYER incurs any other costs or damages; LOCKHEED XXXXXX BUYER may proceed as provided for in (43) below. (43) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs (21) and (32) above, LOCKHEED XXXXXX BUYER may make a reduction of corresponding amounts (in whole or in part) in the price of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. In the case of withholding(s), LOCKHEED XXXXXX BUYER may withhold the same amount from SELLER under this contract. (cd) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX BUYER hereunder is is, as applicable, on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (TSCA) Chemical Substances inventory compiled by the United States the Environmental Protection Agency pursuant to TSCA (15 U.S.C. Sec. 2601 et seq.2607(b)) as amended. amended and implemented in 40 CFR Part 710; and is designated as "active" pursuant to the TSCA Inventory Notification Rule (d) codified by amendments to 40 CFR Part 710 effective August 11, 2017). SELLER shall provide make available to LOCKHEED XXXXXX with each delivery any Material BUYER all Safety Data Sheet applicable Sheets for any material provided to BUYER, or brought or delivered to BUYER or its customer's premises in the Work in conformance with and containing such information performance of this Contract, as required by applicable law such as the Occupational Safety and Health Act of 1970 and regulations promulgated there underthereunder. (e) Work delivered by SELLER under this Contract may be incorporated into deliverable goods for use in the European Economic Area (EEA) and subject to the European Union Regulation (EC) No 1907/2006 concerning the Registration, Evaluation, Authorization and Restriction of Chemicals (REACH); the Classification, Labeling and Packaging Regulation (EC) No. 1272/2008 (CLP); and the Biocidal Products Regulation (EU) 528/2012) (BPR). (1) SELLER represents and warrants that the Work and any substances contained therein are not prohibited or restricted by, and are supplied in compliance with REACH, CLP, and BPR, and that no current requirement in REACH, CLP, or its state approved counterpartBPR prevents the sale or transport of SELLER’s Work or substances in SELLER’s Work in the EEA, and that all such Work and substances have been pre-registered, registered, reported, approved, and/or authorized as and to the extent required by REACH, CLP, and BPR. (2) SELLER shall timely respond to any request from BUYER with all relevant information on the Work so that the intents of REACH, CLP, and BPR are met for communicating with downstream users (e.g., as defined in article 3(13) of REACH [any person established in the EEA using substances in the course of that person's industrial or professional activities; the definition does not include the manufacturer, importer, distributor, or consumer]), and in any case, SELLER shall provide all information necessary for BUYER and/or any downstream user to timely and accurately fulfill their obligations under REACH, CLP, and BPR. (3) SELLER shall bear all costs, charges and expenses related to pre-registration, registration, evaluation, authorization, reporting, and approval under REACH, CLP, and BPR. (f) Equal Opportunity for Vietnam Era Veterans' Readjustment Assistance Act (VEVRAA) Protected Veterans. (1) The clause at 41 CFR 60-300.5 (a) is incorporated herein by reference. The 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 the rules, regulations, or orders of the Secretary issued pursuant to VEVRAA. As used in the clause, “contractor” means “SELLER.” This clause applies in addition to FAR 52.222-35 if included in this Contract.

Applicable Laws. (a) This Contract and any matter arising out of or related to this Contract shall be governed by and construed in accordance with the laws of the State from which this Contract is issued by LOCKHEED XXXXXX, without regard to its conflicts of laws provisions, except that any provision in this Contract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations Regulation (FAR); or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial quasi‐judicial agencies of the federal Government. (1) SELLER, in the performance of this Contract, agrees to comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinances. SELLER shall procure all licenses/permits, pay all fees, and other required charges charges, and shall comply with all applicable guidelines and directives of any local, state state, and/or federal governmental authority. (2) If: (i) LOCKHEED XXXXXX'x contract price or fee is reduced; (ii) LOCKHEED XXXXXX'x costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (43) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A) LOCKHEED XXXXXX'x contract price or fee is reduced; (B) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs paragraph (2) and (3) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. In the case of withholding(s), LOCKHEED XXXXXX may withhold the same amount from SELLER under this contractContract. (4) In the event it is determined that the Work is not a Commercial Item as defined at FAR 2.101, then SELLER agrees that CorpDoc 3, General Provisions and FAR Flowdown Provisions for Subcontracts/Purchase Orders (All Agencies) for Non‐Commercial Items under a U.S. Governmental Prime Contract, and the corresponding agency flowdowns shall be applicable to this Contract, in lieu of these terms and conditions, effective as of the date of this Contract. (c) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d) SELLER shall provide to LOCKHEED XXXXXX with each delivery any Material Safety Data Sheet applicable to the Work in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated there under, or its state approved counterpart. (e) SELLER shall be responsible for compliance with all requirements and obligations relating to its employees under all local, state, and federal statutes, ordinances, rules, and obligations including, but not limited to, employer's obligations under laws relating to: income tax withholding and reporting; civil rights; equal employment opportunity; discrimination on the basis of age, sex, race, color, religion, disability, national origin, or veteran status; overtime; minimum wage; social security contribution and withholding; unemployment insurance; employer's liability insurance; worker's compensation; veteran's rights; and all other employment, labor, or benefits related laws.

Applicable Laws. (a) This Contract and any matter arising out of or related to this Contract shall be governed by and construed in accordance with the laws of the State from which this Contract is issued by LOCKHEED XXXXXX, without regard to its conflicts of laws provisions, except that any provision in this Contract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations (FAR); ) or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; or (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government Government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial quasi‐judicial agencies of the federal Government. (1) SELLER, in the performance of this Contract, agrees to comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinances. SELLER shall procure all licenses/permits, permits and pay all fees, fees and other required charges and charges. SELLER shall comply with all applicable guidelines and directives of any local, state state, and/or federal governmental authority. (2) If: (i) LOCKHEED XXXXXX'x MARTIN's contract price cost or fee is reduced; (ii) LOCKHEED XXXXXX'x MARTIN's costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (4) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier lower‐tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x MARTIN's Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, or if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A) LOCKHEED XXXXXX'x contract MARTIN's Contract price or fee is reduced; (B) LOCKHEED XXXXXX'x MARTIN's costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in paragraph (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs (2) and (3) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price costs and fee of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. Such sums shall not be considered allowable costs under any provision of the Contract. In the case of withholding(s), LOCKHEED XXXXXX may withhold the same amount from SELLER under this contractContract. (c) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d) SELLER shall provide to LOCKHEED XXXXXX with each delivery any Material Safety Data Sheet applicable to the Work in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated there underthereunder, or its state approved counterpart. (e) SELLER shall be responsible for compliance with all requirements and obligations relating to its employees under all local, state, and federal statutes, ordinances, rules and obligations including, but not limited to, employer's obligations under laws relating to: income tax withholding and reporting; civil rights; equal employment opportunity; discrimination on the basis of age, sex, race, color, religion, disability, national origin, or veteran status; overtime; minimum wage; social security contribution and withholding; unemployment insurance; employer's liability insurance; worker's compensation; veteran's rights; and all other employment, labor or benefits related laws.

Applicable Laws. (a) This Contract shall be governed by and construed in accordance with the laws of the State from which this Contract is issued by LOCKHEED XXXXXX, without regard to its conflicts of laws provisions, except that any provision in this Contract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations (FAR); or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial agencies of the federal Government. (1) SELLER, in the performance of this Contract, agrees to comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinances. SELLER shall procure all licenses/permits, pay all fees, and other required charges and shall comply with all applicable guidelines and directives of any local, state and/or federal governmental authority. (2) If: (i) LOCKHEED XXXXXX'x MARTIN's contract price or fee is reduced; (ii) LOCKHEED XXXXXX'x MARTIN's costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (4) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x MARTIN's Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A) LOCKHEED XXXXXX'x MARTIN's contract price or fee is reduced; (B) LOCKHEED XXXXXX'x MARTIN's costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs (2) and (3) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. In the case of withholding(s), LOCKHEED XXXXXX may withhold the same amount from SELLER under this contract. (c) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d) SELLER shall provide to LOCKHEED XXXXXX with each delivery any Material Safety Data Sheet applicable to the Work in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated there under, or its state approved counterpart.

Applicable Laws. (a) This Contract shall be governed by and construed in accordance with by the laws of the State from which this Contract is issued by LOCKHEED XXXXXXLockheed Xxxxxx, without regard to its conflicts of laws provisions, except that any provision in this Contract that is is: (i) incorporated in full text or by reference from the Federal Acquisition Regulations Regulation (FAR); or ) or: (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial agencies of the federal Government. The provisions of the "United Nations Convention on Contracts for International Sale of Goods" shall not apply to this Contract. (1) SELLER, in the performance of this Contract, agrees to comply with all applicable local, state, and federal laws, orders, representations rules, regulations, and ordinancesordinances of the United States and the country where SELLER will be performing the Contract. SELLER shall procure all licenses/permits, and pay all fees, and other required charges charges, and shall comply with of all applicable guidelines and directives of any local, state state, and/or federal governmental authority. (2) If: (i) LOCKHEED XXXXXX'x contract price or fee is reduced; (ii) LOCKHEED XXXXXX'x costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (4) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, if (v) the U.S. UNITED STATES Government alleges any of the foregoing; and, as a result, , (A) LOCKHEED XXXXXX'x contract price or fee is reduced; (B) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs (2) and (3) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. In the case of withholding(s), LOCKHEED XXXXXX may withhold the same amount from SELLER under this contractContract. (c1) Seller shall comply with applicable laws and regulations relating to anti-corruption, including, without limitation, (i) the United States Foreign Corrupt Practices Act (FCPA) (15 U.S.C. §§78dd-1, et. seq.) irrespective of the place of performance, and (ii)laws and regulations implementing the Organization for Economic Cooperation and Development’s Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the U.N. Convention Against Corruption, and the Inter-American Convention Against Corruption in SELLER’s country or any country where performance of this Contract will occur. (2) In carrying out its responsibilities under this Contract – (i) SELLER represents that it has not paid, offered, promised to pay or authorized and will not pay, offer, promise to pay, or authorize the payment directly or indirectly of any monies or anything of value to (i) any person or firm employed by or acting for on behalf of any customer, whether private or governmental, or (ii) any government official or employee or any political party or candidate for political office for the purpose of influencing any act or decision or inducing or rewarding any action by the customer in any commercial transaction or in any governmental matter or securing any improper advantage to assist LOCKHEED XXXXXX or SELLER in obtaining or retaining business or directing business to any person. (ii) No owner, partner, officer, director or employee of SELLER or of any parent or subsidiary company of SELLER is or will become an official or employee of the government or of an agency or instrumentality of a government or a candidate for political office or a political party official during the term of this Contract, unless such person obtains the prior written approval of LOCKHEED XXXXXX. (iii) SELLER has not made and will not make, either directly or indirectly, any improper payments. (iv) SELLER has not made and will not make any facilitating payment (as that term is defined in the FCPA) without the prior written approval of LOCKHEED XXXXXX. (d) If the Work is to be shipped to, or performed in the United States: (1) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d2) SELLER shall provide to LOCKHEED XXXXXX with each delivery any Material Safety Data Sheet applicable to the Work in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated there underthereunder, or its state State approved counterpart.

Applicable Laws. (a) This Contract shall be governed by and construed in accordance with by the laws of the State from which this Contract is issued by LOCKHEED XXXXXX, without regard to its conflicts of laws provisions, except that any provision in this Contract that is is: (i) incorporated in full text or by reference from the Federal Acquisition Regulations Regulation (FAR); or ) or: (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial agencies of the federal Government. The provisions of the United Nations Convention on Contracts for International Sale of Goods shall not apply to this Contract. (1) SELLER, in the performance of this Contract, agrees to comply with all applicable local, state, and federal laws, orders, representations rules, regulations, and ordinancesordinances of the United States and the country where SELLER will be performing the Contract. SELLER shall procure all licenses/permits, and pay all fees, and other required charges charges, and shall comply with of all applicable guidelines and directives of any local, state state, and/or federal governmental authority. (2) If: (i) LOCKHEED XXXXXX'x contract price or fee is reduced; (ii) LOCKHEED XXXXXX'x costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (43) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A) LOCKHEED XXXXXX'x contract price or fee is reduced; (B) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs (2) and (3) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. In the case of withholding(s), LOCKHEED XXXXXX may withhold the same amount from SELLER under this contractContract. (c4) In the event it is determined that the Work is not a Commercial Item as defined at FAR 2.101, then SELLER agrees that CORPDOC 3, General Provisions and FAR Flowdown Provisions for Subcontracts/Purchase Orders (All Agencies) for Non-Commercial Items under a U.S. Governmental Prime Contract, and the corresponding agency flowdowns shall be applicable to this Contract, in lieu of these terms and conditions, effective as of the date of this Contract. (1) Seller shall comply with applicable laws and regulations relating to anti-corruption, including, without limitation, (i) the United States Foreign Corrupt Practices Act (FCPA) (15 U.S.C. §§78dd-1, et. seq.) irrespective of the place of performance, and (ii)laws and regulations implementing the Organization for Economic Cooperation and Development’s Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the U.N. Convention Against Corruption, and the Inter-American Convention Against Corruption in SELLER’s country or any country where performance of this Contract will occur. (2) In carrying out its responsibilities under this Contract – (i) SELLER represents that it has not paid, offered, promised to pay or authorized and will not pay, offer, promise to pay, or authorize the payment directly or indirectly of any monies or anything of value to (i) any person or firm employed by or acting for on behalf of any customer, whether private or governmental, or (ii) any government official or employee or any political party or candidate for political office for the purpose of influencing any act or decision or inducing or rewarding any action by the customer in any commercial transaction or in any governmental matter or securing any improper advantage to assist LOCKHEED XXXXXX or SELLER in obtaining or retaining business or directing business to any person. (ii) No owner, partner, officer, director or employee of SELLER or of any parent or subsidiary company of SELLER is or will become an official or employee of the government or of an agency or instrumentality of a government or a candidate for political office or a political party official during the term of this Contract, unless such person obtains the prior written approval of LOCKHEED XXXXXX. (iii) SELLER has not made and will not make, either directly or indirectly, any improper payments. (iv) SELLER has not made and will not make any facilitating payment (as that term is defined in the FCPA) without the prior written approval of LOCKHEED XXXXXX. (d) If the Work is to be shipped to, or performed in the United States: (1) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d2) SELLER shall provide to LOCKHEED XXXXXX with each delivery any Material Safety Data Sheet applicable to the Work in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated there underthereunder, or its state State approved counterpart.

Applicable Laws. (a) This Contract shall be governed by and construed in accordance with the laws of the State from which this Contract is issued by LOCKHEED XXXXXXissued, without regard to excluding its conflicts choice of laws provisionsrules, except that any provision in this Contract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations (FAR); or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial agencies of the federal Government. (1) SELLER, in the performance of this Contract, SELLER agrees to comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinances. SELLER shall procure all licenses/permits, pay all fees, and other required charges and shall comply with all applicable guidelines and directives of any local, state and/or federal governmental authority. (2) If: (i) LOCKHEED XXXXXX'x XXXXXX contract price or fee is reduced; (ii) LOCKHEED XXXXXX'x XXXXXX costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (43) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A) LOCKHEED XXXXXX'x contract price or fee is reduced; (B) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs (2) and (3) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. In the case of withholding(s), LOCKHEED XXXXXX may withhold the same amount from SELLER under this contract. (c) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder xxxxxxxxx is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d) SELLER SELLER, if specified in the Contract, shall provide to LOCKHEED XXXXXX with each delivery any Material Safety Data Sheet applicable to the Work work in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated there under, or its state approved counterpart.

Applicable Laws. (a) This Contract and any matter arising out of or related to this Contract shall be governed by and construed in accordance with the laws of the State from which this Contract is issued by LOCKHEED XXXXXX, without regard to its conflicts of laws provisionsCalifornia, except that any provision in this Contract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations Regulation (FAR); or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial agencies of the federal Government. (1b) SELLER, in the performance of this Contract, agrees to shall comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinances. SELLER shall procure all licenses/permits, and pay all fees, and other required charges charges, and shall comply with all applicable guidelines and directives of any local, state state, and/or federal governmental authority. SELLER, at its expense, shall provide reasonable cooperation to AOSENSE in conducting any investigation regarding the nature and scope of any failure by SELLER or its personnel to comply with applicable local, state, and federal laws, orders, rules, regulations, and ordinances that may affect the performance of SELLER's obligations under this Contract. (21) If: : (i) LOCKHEED XXXXXX'x AOSENSE 's contract price or fee is reduced; (ii) LOCKHEED XXXXXX'x AOSENSE 's costs are determined to be unallowable; ; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXXAOSENSE ; or (iv) LOCKHEED XXXXXX AOSENSE incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX AOSENSE may proceed as provided for in (42) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A) LOCKHEED XXXXXX'x contract price or fee is reduced; (B) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in (4) below. (42) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs paragraph (2) and (31) above, LOCKHEED XXXXXX AOSENSE may make a reduction of corresponding amounts (in whole or in part) in the price of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. In the case of withholding(s), LOCKHEED XXXXXX AOSENSE may withhold the same amount from SELLER under this contractContract. (c3) In the event it is determined that the Work is not a Commercial Item as defined at FAR 2.101, then SELLER agrees that, General Provisions for Subcontracts/Purchase Orders (All Agencies) for Non- Commercial Items under a U.S. Government Prime Contract, and the corresponding FAR and agency flow downs shall be applicable to this Contract, in lieu of these terms and conditions, effective as of the date of this Contract. (d) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX AOSENSE hereunder is is, as applicable, on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (TSCA) Chemical Substances inventory compiled by the United States the Environmental Protection Agency pursuant to TSCA (15 U.S.C. Sec. 2601 et seq.2607b)) as amended. amended and implemented in 40 CFR Part 710; and is designated as "active" pursuant to the TSCA Inventory Notification Rule (d) codified by amendments to 40 CFR Part 710 effective August 11, 2017). SELLER shall provide make available to LOCKHEED XXXXXX with each delivery any Material AOSENSE all Safety Data Sheet applicable Sheets for any material provided to AOSENSE , or brought or delivered to AOSENSE or its customer's premises in the Work in conformance with and containing such information performance of this Contract, as required by applicable law such as the Occupational Safety and Health Act of 1970 and regulations promulgated there underthereunder. (e) Work delivered by SELLER under this Contract may be incorporated into deliverable goods for use in the European Economic Area (EEA) and subject to the European Union Regulation (EC) No 1907/2006 concerning the Registration, Evaluation, Authorization and Restriction of Chemicals (REACH); the Classification, Labeling and Packaging Regulation (EC) No. 1272/2008 (CLP); and the Biocidal Products Regulation (EU) 528/2012) (BPR). (1) SELLER represents and warrants that the Work and any substances contained therein are not prohibited or restricted by, and are supplied in compliance with REACH, CLP, and BPR, and that no current requirement in REACH, CLP, or its state approved counterpartBPR prevents the sale or transport of SELLER’s Work or substances in SELLER’s Work in the EEA, and that all such Work and substances have been pre- registered, registered, reported, approved, and/or authorized as and to the extent required by REACH, CLP, and BPR. (2) SELLER shall timely respond to any request from AOSENSE with all relevant information on the Work so that the intents of REACH, CLP, and BPR are met for communicating with downstream users (e.g., as defined in article 3(13) of REACH [any person established in the EEA using substances in the course of that person's industrial or professional activities; the definition does not include the manufacturer, importer, distributor, or consumer]), and in any case, SELLER shall provide all information necessary for AOSENSE and/or any downstream user to timely and accurately fulfill their obligations under REACH, CLP, and BPR. (3) SELLER shall bear all costs, charges and expenses related to pre-registration, registration, evaluation, authorization, reporting, and approval under REACH, CLP, and BPR. (f) Equal Opportunity for Vietnam Era Veterans' Readjustment Assistance Act (VEVRAA) Protected Veterans. (1) The clause at 41 CFR 60-300.5 (a) is incorporated herein by reference. The clause applies if this Contract is for $100,000 or more, unless exempted by the rules, regulations, or orders of the Secretary issued pursuant to VEVRAA. As used in the clause, “contractor” means “SELLER.” This clause applies in addition to FAR 52.222-35 if included in this Contract. (2) AOSENSE and SELLER shall abide by the requirements of 41 CFR 60-300.5(a). This regulation prohibits discrimination against qualified protected veterans and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans.

Applicable Laws. (a) This Contract shall be governed by and construed in accordance with the laws of the State Sate from which this Contract is issued by LOCKHEED XXXXXXHONEYWELL, without regard to its conflicts of laws law’s provisions, except that any provision in this Contract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations (FAR); ) or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; or (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government Government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial agencies of the federal Government. (1) SELLER, in the performance of this Contract, agrees to comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinances. SELLER shall procure all licenses/permits, permits and pay all fees, fees and other required charges and charges. SELLER shall comply with all applicable guidelines and directives of any local, state state, and/or federal governmental authority. (2) If: (i) LOCKHEED XXXXXX'x HONEYWELL’s contract price cost or fee is reduced; (ii) LOCKHEED XXXXXX'x HONEYWELL’s costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXXHONEYWELL; or (iv) LOCKHEED XXXXXX HONEYWELL incurs any other costs cost or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, suppliers or subcontractors at any tier, LOCKHEED XXXXXX HONEYWELL may proceed as provided for in (4) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier subcontractors: ; (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x HONEYWELL’s request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x HONEYWELL’s Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, or if (v) the U.S. Government alleges any of the foregoing; and, and as a result, (A) LOCKHEED XXXXXX'x HONEYWELL’s contract price or fee is reduced; (B) LOCKHEED XXXXXX'x HONEYWELL’s costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXXHONEYWELL; or (D) LOCKHEED XXXXXX HONEYWELL incurs any other costs or damages; LOCKHEED XXXXXX HONEYWELL may proceed as provided for in paragraph (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs (2) and (3) above, LOCKHEED XXXXXX HONEYWELL may make a reduction of corresponding amounts (in whole or in part) in the price costs and fee of this Contract or any other contract Contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. Such sums shall not be considered allowable costs under any provision of the Contract. In the case of withholding(s), LOCKHEED XXXXXX HONEYWELL may withhold the same amount from SELLER under this contractContract. (c) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX HONEYWELL hereunder is on the list of chemical substances compiled complied and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. Sec 2601 et seq.) as amended. (d) SELLER shall provide to LOCKHEED XXXXXX HONEYWELL with each delivery any Material Safety Data Sheet applicable to the Work in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated there under, or its state approved approval counterpart.

Applicable Laws. (a) This Contract shall be governed by and construed in accordance with by the laws of the State from which this Contract is issued by LOCKHEED XXXXXXS3, without regard to its conflicts of laws and provisions, except that any provision in this Contract that is is: (i) incorporated in full text or by reference from the Federal Acquisition Regulations Regulation (FAR); or ) or: (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; ; (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial agencies of the federal Government. (1) SELLERThe parties, in the performance of this Contract, agrees agree to comply with all applicable local, state, and federal laws, orders, representations rules, regulations, and ordinancesordinances of the United States and the country where SELLER will be performing the Contract. SELLER shall procure all licenses/permits, and pay all fees, and other required charges charges, and shall comply with of all applicable guidelines and directives of any local, state state, and/or federal governmental authority. The provisions of the "United Nations Convention on Contracts for International Sale of Goods" shall not apply to this Contract. (2) If: (i) LOCKHEED XXXXXX'x S3's contract price or fee is reduced; (ii) LOCKHEED XXXXXX'x S3's costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXXS3; or (iv) LOCKHEED XXXXXX S3 incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX S3 may proceed as provided for in (4) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x S3's request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x S3's Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, if (v) the U.S. UNITED STATES Government alleges any of the foregoing; and, as a result, (A) LOCKHEED XXXXXX'x S3's contract price or fee is reduced; (B) LOCKHEED XXXXXX'x S3's costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXXS3; or (D) LOCKHEED XXXXXX S3 incurs any other costs or damages; LOCKHEED XXXXXX S3 may proceed as provided for in (4) below.. S3-PRO-049 │ Effective Date: 02/10/2016 │ Revision: 0 PAGE 1 of 14 (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs (2) and (3) above, LOCKHEED XXXXXX S3 may make a reduction of corresponding amounts (in whole or in part) in the price of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. In the case of withholding(s), LOCKHEED XXXXXX S3 may withhold the same amount from SELLER under this contractContract. (c) If the Work is to be shipped to, or performed in the United States: (1) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX S3 hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) ), as amended. (d2) SELLER shall provide to LOCKHEED XXXXXX S3 with each delivery any Material Safety Data Sheet applicable to the Work in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated there underthereunder, or its state State approved counterpart. (3) SELLER shall be responsible for compliance with all requirements and obligations relating to its employees under all local, state, and federal statutes, ordinances, rules and obligations including, but not limited to, employer’s obligations under laws relating to: income tax withholding and reporting; civil rights; equal employment opportunity; discrimination on the basis of age, sex, race, color, religion, disability, national origin, or veteran status; overtime; minimum wage; social security contribution and withholding; unemployment insurance; employer’s liability insurance; worker’s compensation; veteran’s rights; and all other employment, labor or benefits related laws.

Applicable Laws. (a) This Contract and any matter arising out of or related to this Contract shall be governed by and construed in accordance with the laws of the State from which this Contract is issued by LOCKHEED XXXXXX, of California without regard to its conflicts of laws provisions, except that any provision in this Contract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations Regulation (FAR); or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial agencies of the federal Government. (1) SELLER, in the performance of this Contract, agrees to comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinances. SELLER shall procure all licenses/permits, and pay all fees, and other required charges charges, and shall comply with all applicable guidelines and directives of any local, state state, and/or federal governmental authority. SELLER, at its expense, shall provide reasonable cooperation to GENERAL MICRO SYSTEMS in conducting any investigation regarding the nature and scope of any failure by SELLER or its personnel to comply with applicable local, state, and federal laws, orders, rules, regulations, and ordinances that may affect the performance of SELLER’s obligations under this Contract. (2) If: (i) LOCKHEED XXXXXX'x GENERAL MICRO SYSTEMS, INC. contract price or fee is reduced; (ii) LOCKHEED XXXXXX'x GENERAL MICRO SYSTEMS' costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXXGENERAL MICRO SYSTEMS; or (iv) LOCKHEED XXXXXX GENERAL MICRO SYSTEMS incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX GENERAL MICRO SYSTEMS may proceed as provided for in (43) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A) LOCKHEED XXXXXX'x contract price or fee is reduced; (B) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs paragraph (2) and (3) above, LOCKHEED XXXXXX GENERAL MICRO SYSTEMS may make a reduction of corresponding amounts (in whole or in part) in the price of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. In the case of withholding(s), LOCKHEED XXXXXX GENERAL MICRO SYSTEMS may withhold the same amount from SELLER under this contractContract. (c) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX GENERAL MICRO SYSTEMS hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d) SELLER shall provide to LOCKHEED XXXXXX GENERAL MICRO SYSTEMS with each delivery any Material Safety Data Sheet applicable to the Work in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated there under, or its state State approved counterpart. (e) Equal Opportunity for the Vietnam Era Veterans’ Readjustment Assistance Act (VEVRAA) Protected Veterans. (1) The clause at 41 CFR 60-300.5 (a) is incorporated herein by reference. The clause applies if this Contract is or $100,000 or more, unless exempted by the rules, regulations, or orders of the Secretary issued pursuant to VEVRAA. As used in the clause, “contractor” means “SELLER.” This clause applies in addition to FAR 52.223-35 if included in this contract.

Applicable Laws. (a) This Contract and any matter arising out of or related to this Contract shall be governed by and construed in accordance with the laws of the State from which this Contract is issued by LOCKHEED XXXXXX, without regard to its conflicts of laws provisions, except that any provision in this Contract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations Regulation (FAR); or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial agencies of the federal Government. (1) SELLER, in the performance of this Contract, agrees to comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinances. SELLER shall procure all licenses/permits, permits and pay all fees, fees and other required charges charges, and shall comply with all applicable guidelines and directives of any local, state state, and/or federal governmental authority. (2) If: If (i) LOCKHEED XXXXXX'x contract price or fee is reduced; (ii) LOCKHEED XXXXXX'x costs are determined to be unallowable; (iii) any fines, penalties, withholdings, penalties or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (4) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A) LOCKHEED XXXXXX'x contract price or fee is reduced; (B) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs (2) and (3) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. In the case of withholding(s), LOCKHEED XXXXXX may withhold the same amount from SELLER under this contractContract. (c) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d) SELLER shall provide to LOCKHEED XXXXXX with each delivery any Material Safety Data Sheet applicable to the Work in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated there under, or its state approved counterpart. (e) SELLER shall be responsible for compliance with all requirements and obligations relating to its employees under all local, state, and federal statutes, ordinances, rules and obligations including, but not limited to, employer's obligations under laws relating to: income tax withholding and reporting; civil rights; equal employment opportunity; discrimination on the basis of age, sex, race, color, religion, disability, national origin, or veteran status; overtime; minimum wage; social security contribution and withholding; unemployment insurance; employer's liability insurance; worker's compensation; veteran's rights; and all other employment, labor or benefits related laws.

Applicable Laws. (a) This Contract shall be governed by and construed in accordance with by the laws of the State from which this Contract is issued by LOCKHEED XXXXXXLockheed Xxxxxx, without regard to its conflicts of laws provisions, except that any provision in this Contract that is is: (i) incorporated in full text or by reference from the Federal Acquisition Regulations Regulation (FAR); or ) or: (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial agencies of the federal Government. (1) SELLER, in the performance of this Contract, agrees to comply with all applicable local, state, and federal laws, orders, representations rules, regulations, and ordinancesordinances of the United States and the country where SELLER will be performing the Contract. SELLER shall procure all licenses/permits, and pay all fees, and other required charges charges, and shall comply with of all applicable guidelines and directives of any local, state state, and/or federal governmental authority. The provisions of the "United Nations Convention on Contracts for International Sale of Goods" shall not apply to this Contract. (2) If: (i) LOCKHEED XXXXXX'x contract price or fee is reduced; (ii) LOCKHEED XXXXXX'x costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (4) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-lower- tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, if (v) the U.S. UNITED STATES Government alleges any of the foregoing; and, as a result, (A) LOCKHEED XXXXXX'x contract price or fee is reduced; (B) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs (2) and (3) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. In the case of withholding(s), LOCKHEED XXXXXX may withhold the same amount from SELLER under this contractContract. (c) If the Work is to be shipped to, or performed in the United States: (1) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d2) SELLER shall provide to LOCKHEED XXXXXX with each delivery any Material Safety Data Sheet applicable to the Work in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated there underthereunder, or its state State approved counterpart.

Applicable Laws. (a) This Contract shall be governed by and construed in accordance with the laws of the State from which this Contract is issued by LOCKHEED XXXXXX, without regard to its conflicts of laws provisions, except that any provision in this Contract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations Regulation (FAR); or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial agencies of the federal Government. (1) SELLER, in the performance of this Contract, agrees to comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinances. SELLER shall procure all licenses/permits, pay all fees, and other required charges charges, and shall comply with of all applicable guidelines and directives of any local, state state, and/or federal governmental authority. (2) If: (i) LOCKHEED XXXXXX'x contract price or fee is reduced; (ii) LOCKHEED XXXXXX'x costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (43) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A) LOCKHEED XXXXXX'x contract price or fee is reduced; (B) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs paragraph (2) and (3) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. In the case of withholding(s), LOCKHEED XXXXXX may withhold the same amount from SELLER under this contractContract. (4) In the event it is determined that the Work is not a Commercial Item as defined at FAR 2.101, then SELLER agrees that CorpDoc 3, General Provisions and FAR Flowdown Provisions for Subcontracts/Purchase Orders (All Agencies) for Non-Commercial Items under a U.S. Governmental Prime Contract, and the corresponding agency flowdowns shall be applicable to this Contract, in lieu of these terms and conditions, effective as of the date of this Contract. (c) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d) SELLER shall provide to LOCKHEED XXXXXX with each delivery any Material Safety Data Sheet applicable to the Work in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated there under, or its state approved counterpart. (e) SELLER shall be responsible for compliance with all requirements and obligations relating to its employees under all local, state, and federal statutes, ordinances, rules, and obligations including, but not limited to, employer's obligations under laws relating to: income tax withholding and reporting; civil rights; equal employment opportunity; discrimination on the basis of age, sex, race, color, religion, disability, national origin, or veteran status; overtime; minimum wage; social security contribution and withholding; unemployment insurance; employer's liability insurance; worker's compensation; veteran's rights; and all other employment, labor, or benefits related laws.

Applicable Laws. (a) This Contract and any matter arising out of or related to this Contract shall be governed by and construed in accordance with the laws of the State from which this Contract is issued by LOCKHEED XXXXXX, without regard to its conflicts of laws provisions, except that any provision in this Contract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations Regulation (FAR); or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial quasi‐judicial agencies of the federal Government. (1) SELLER, in the performance of this Contract, agrees to comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinances. SELLER shall procure all licenses/permits, pay all fees, and other required charges charges, and shall comply with all applicable guidelines and directives of any local, state state, and/or federal governmental authority. (2) If: (i) LOCKHEED XXXXXX'x MARTIN's contract price or fee is reduced; (ii) LOCKHEED XXXXXX'x MARTIN's costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (43) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A) LOCKHEED XXXXXX'x contract price or fee is reduced; (B) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs paragraph (2) and (3) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. In the case of withholding(s), LOCKHEED XXXXXX may withhold the same amount from SELLER under this contractContract. (4) In the event it is determined that the Work is not a Commercial Item as defined at FAR 2.101, then SELLER agrees that CorpDoc 3, General Provisions and FAR Flowdown Provisions for Subcontracts/Purchase Orders (All Agencies) for Non‐Commercial Items under a U.S. Governmental Prime Contract, and the corresponding agency flowdowns shall be applicable to this Contract, in lieu of these terms and conditions, effective as of the date of this Contract. (c) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d) SELLER shall provide to LOCKHEED XXXXXX with each delivery any Material Safety Data Sheet applicable to the Work in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated there under, or its state approved counterpart. (e) SELLER shall be responsible for compliance with all requirements and obligations relating to its employees under all local, state, and federal statutes, ordinances, rules, and obligations including, but not limited to, employer's obligations under laws relating to: income tax withholding and reporting; civil rights; equal employment opportunity; discrimination on the basis of age, sex, race, color, religion, disability, national origin, or veteran status; overtime; minimum wage; social security contribution and withholding; unemployment insurance; employer's liability insurance; worker's compensation; veteran's rights; and all other employment, labor, or benefits related laws.

Applicable Laws. (a) This Contract shall be governed by and construed in accordance with by the laws of the State from which this Contract is issued by LOCKHEED XXXXXXLockheed Xxxxxx, without regard to its conflicts of laws provisions, except that any provision in this Contract that is is: (i) incorporated in full text or by reference from the Federal Acquisition Regulations Regulation (FAR); or ) or: (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial agencies of the federal Government. (1) SELLER, in the performance of this Contract, agrees to comply with all applicable local, state, and federal laws, orders, representations rules, regulations, and ordinancesordinances of the United States and the country where SELLER will be performing the Contract. SELLER shall procure all licenses/permits, and pay all fees, and other required charges charges, and shall comply with of all applicable guidelines and directives of any local, state state, and/or federal governmental authority. The provisions of the "United Nations Convention on Contracts for International Sale of Goods" shall not apply to this Contract. (2) If: (i) LOCKHEED XXXXXX'x contract price or fee is reduced; (ii) LOCKHEED XXXXXX'x costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (4) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, if (v) the U.S. UNITED STATES Government alleges any of the foregoing; and, as a result, , (A) LOCKHEED XXXXXX'x contract price or fee is reduced; (B) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs (2) and (3) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. In the case of withholding(s), LOCKHEED XXXXXX may withhold the same amount from SELLER under this contractContract. (c) If the Work is to be shipped to, or performed in the United States: (1) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d2) SELLER shall provide to LOCKHEED XXXXXX with each delivery any Material Safety Data Sheet applicable to the Work in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated there underthereunder, or its state State approved counterpart.

Applicable Laws. (a) This Contract shall be governed by and construed in accordance with the laws of the State from which this Contract is issued by LOCKHEED XXXXXXissued, without regard to excluding its conflicts choice of laws provisionslaw rules, except that any provision in this Contract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations Regulation (FAR); or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial agencies of the federal Government. (1) SELLER, in the performance of this Contract, SELLER agrees to comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinances. SELLER shall procure all licenses/permits, and pay all fees, and other required charges charges, and shall comply with of all applicable guidelines and directives of any local, state state, and/or federal governmental authority. (2) If: (i) LOCKHEED XXXXXX'x XXXXXX’x contract price or fee is reduced; (ii) LOCKHEED XXXXXX'x XXXXXX’x costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (43) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A) LOCKHEED XXXXXX'x contract price or fee is reduced; (B) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, circumstances identified in paragraphs (2) and (3) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price of this Contract or any other contract with SELLER, and/or or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. . (4) In the case event it is determined that the Work is not a Commercial Item as defined at FAR 2.101, then SELLER agrees that CORPDOC 3, General Provisions and FAR Flowdown Provisions for Subcontracts/Purchase Orders (All Agencies) for Non-Commercial Items under a U.S. Governmental Prime Contract, and the corresponding agency flowdowns shall be applicable to this Contract, in lieu of withholding(s)these terms and conditions, LOCKHEED XXXXXX may withhold effective as of the same amount from SELLER under date of this contractContract. (c) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d) SELLER shall provide to LOCKHEED XXXXXX with each delivery any Material Safety Data Sheet applicable to the Work in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated there under, or its state State approved counterpart.

Applicable Laws. (a) This Contract shall be governed by and construed in accordance with the laws of the State from which this Contract is issued by LOCKHEED XXXXXX, without regard to its conflicts of laws provisions, except that any provision in this Contract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations Regulation (FAR); or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial agencies of the federal Government. (1) SELLER, in the performance of this Contract, agrees to comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinances. SELLER shall procure all licenses/permits, permits and pay all fees, fees and other required charges , and shall comply with all applicable guidelines and directives of any local, state state, and/or federal governmental authority. (2) If: If (i) LOCKHEED XXXXXX'x contract price or fee is reduced; (ii) LOCKHEED XXXXXX'x costs are determined to be unallowable; (iii) any fines, penalties, withholdings, penalties or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (4) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-lower- tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A) LOCKHEED XXXXXX'x contract price or fee is reduced; (B) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs (2) and (3) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. In the case of withholding(s), LOCKHEED XXXXXX may withhold the same amount from SELLER under this contractContract. (c) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d) SELLER shall provide to LOCKHEED XXXXXX with each delivery any Material Safety Data Sheet applicable to the Work in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated there under, or its state approved counterpart. (e) SELLER shall be responsible for compliance with all requirements and obligations relating to its employees under all local, state, and federal statutes, ordinances, rules and obligations including, but not limited to, employer's obligations under laws relating to: income tax withholding and reporting; civil rights; equal employment opportunity; discrimination on the basis of age, sex, race, color, religion, disability, national origin, or veteran status; overtime; minimum wage; social security contribution and withholding; unemployment insurance; employer's liability insurance; worker's compensation; veteran's rights; and all other employment, labor or benefits related laws.

Applicable Laws. (a) This Contract shall be governed by and construed in accordance with the laws of the State from which this Contract is issued by LOCKHEED XXXXXX, without regard to its conflicts of laws provisions, except that any provision in this Contract that is (i) incorporated in full text or by reference from the Federal Acquisition Regulations (FAR); or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR orFAR; or (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government Government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial agencies of the federal Government. (1) SELLER, in the performance of this Contract, agrees to comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinancesordinances of the United States and the country where SELLER will be performing the Contract. SELLER shall procure all licenses/permits, and pay all fees, and other required charges and charges. SELLER shall comply with of all applicable guidelines and directives of any local, state state, and/or federal governmental authority. The provisions of the "United Nations Convention on Contracts for International Sales of Goods" shall not apply to this Contract. (2) If: (i) LOCKHEED XXXXXX'x contract price cost or fee is reduced; (ii) LOCKHEED XXXXXX'x costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (iv) LOCKHEED XXXXXX incurs any other costs or damages; as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, LOCKHEED XXXXXX may proceed as provided for in (4) below. (3) Where submission of cost or pricing data is required or requested at any time prior to or during performance of this Contract, if SELLER or its lower-lower- tier subcontractors: (i) submit and/or certify cost or pricing data that are defective; (ii) with notice of applicable cutoff dates and upon LOCKHEED XXXXXX'x request to provide cost or pricing data, submit cost or pricing data, whether certified or not certified at the time of submission, as a prospective subcontractor, and any such data are defective as of the applicable cutoff date on LOCKHEED XXXXXX'x Certificate of Current Cost or Pricing Data; (iii) claim an exception to a requirement to submit cost or pricing data and such exception is invalid; (iv) furnish data of any description that is inaccurate; or, or if (v) the U.S. Government alleges any of the foregoing; and, as a result, (A1) LOCKHEED XXXXXX'x contract Contract price or fee is reduced; (B2) LOCKHEED XXXXXX'x costs are determined to be unallowable; (C3) any fines, penalties, withholdings, or interest are assessed on LOCKHEED XXXXXX; or (D4) LOCKHEED XXXXXX incurs any other costs or damages; LOCKHEED XXXXXX may proceed as provided for in (4) below. (4) Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs (2) and (3) above, LOCKHEED XXXXXX may make a reduction of corresponding amounts (in whole or in part) in the price costs and fee of this Contract or any other contract with SELLER, and/or may demand payment (in whole or in part) of the corresponding amounts. SELLER shall promptly pay amounts so demanded. Such sums shall not be considered allowable costs under any provision of the Contract. In the case of withholding(s), LOCKHEED XXXXXX may withhold the same amount from SELLER under this contractContract. (c) If the Work is to be shipped to, or performed in the United States: (1) SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to LOCKHEED XXXXXX hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.) as amended. (d2) SELLER shall provide to LOCKHEED XXXXXX with each delivery any Material Safety Data Sheet applicable to the Work in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated there underthereunder, or its state State approved counterpart.