Common use of COMPLIANCE WITH LAWS, REGULATIONS, AND PERMITS Clause in Contracts

COMPLIANCE WITH LAWS, REGULATIONS, AND PERMITS. A. During the performance of the Agreement, Contractor shall strictly comply with all federal, state and local laws, rules or regulations and executive orders applicable to the Work. B. Without limiting the foregoing, and unless exempted under the rules, regulations and relevant orders (41 CFR Chapter 60) of the U.S. Secretary of Labor, in connection with the Work, Contractor agrees as follows: 1. Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, gender, national origin, age or disability. Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, gender, national origin, age or disability. Such action shall include, but not be limited to, employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Contractor shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by the U.S. Department of Labor setting forth the provisions of this nondiscrimination clause. 2. Contractor shall state, in all solicitations or advertisements for employees placed by or on its behalf, that all qualified applicants will receive consideration for employment without regard to race, color, religion, gender, national origin, age or disability. 3. Contractor shall send to each labor union or representative of workers with which it has a collective bargaining agreement, contract or understanding, a notice to be provided by the U.S. Department of Labor, advising the labor union or workers’ representative of Contractor’s commitments under the following provisions, as amended from time to time: a. Section 202 of Executive Order 11246 (Equal Opportunity); b. Executive Order 11701 (Employment of Veterans); c. Executive Order 11758 (Employment of the Handicapped); d. Executive Order 11141 (Employment Discrimination Because of Age); e. Executive Order 11625 and Public Law 95-507 (Utilization of Disadvantaged Business Enterprises); and f. Executive Order 13496 (Employee Rights Under the National Labor Relations Act), and shall post copies thereof in conspicuous places available to employees and applicants for employment. 4. Contractor and its Subcontractors 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. 5. Contractor and its Subcontractors shall abide by the requirements of 41 CFR 60-741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities. C. If this Agreement is a subcontract under a government contract or a federally-funded project, Contractor shall comply with subcontractor flow-down requirements under the Federal Acquisition Regulations (48 CFR Chapter 1), as amended from time to time, which are specified in supplemental terms to this Agreement. D. Contractor shall comply with the Department of Commerce Export Administration Regulations (“EAR”) in 15 CFR Chapter VII, subchapter C, including 15 CFR Section 734.2 which prohibits the export or release of controlled technology and/or software to foreign nationals within the United States who are not lawfully admitted to the United States for permanent residence. Contractor shall confirm that these regulations either do not apply to Contractor’s activities under the terms of the Agreement or that Contractor has procedures to ensure compliance. If Contractor is directly or indirectly employing a foreign national not currently lawfully admitted to the United States for permanent residence to perform work under the Agreement, Contractor warrants to Purchaser that such employment does not violate the foregoing regulations. E. Foreign Corrupt Practices Act (“FCPA”). The following provisions shall apply to Contractor (unless it is a foreign concern) if it performs or obtains any of the Work in a foreign country: 1. All payments to Contractor shall be by check or bank transfer only. No payment shall be in cash or by bearer instrument and no payment shall be made to any corporation or person other than Contractor. All payments due hereunder shall be made to Contractor at its principal place of business in the United States, even if Contractor performs or obtains the Work in a foreign country. 2. Contractor represents that it is familiar with the FCPA and its purposes; and that, in particular, it is familiar with the prohibition against paying or giving of anything of value, either directly or indirectly, by an American company to an official of a foreign government for the purpose of influencing an act or decision in his official capacity, or inducing him to use his influence with that government, to assist a company in obtaining or retaining business for or with, or directing business to, any person. 3. Contractor represents that none of its partners, purchasers, principals, and staff members are officials, officers, or representatives of any government or political party or candidates for political office. Contractor shall not use any part of its compensation for any purpose, and shall take no action that would constitute a violation of any law of the United States (including the FCPA) or of any jurisdiction where it performs services or manufactures or sells goods. Purchaser represents that it does not desire and will not knowingly request any Work by Contractor that would or might constitute any such violation. 4. Purchaser may terminate the Agreement for default at any time, without any liability or obligation, if it believes, in good faith, that Contractor has violated this Article. Any action by Contractor which would or might constitute a violation of the FCPA, or a request for such action from Contractor’s representative, shall result in immediate termination of the Agreement for default. Should Contractor ever receive, directly or indirectly, from any Purchaser representative a request that Contractor believes will or might violate the FCPA, Contractor shall immediately notify Purchaser’s general counsel. 5. Purchaser may disclose the existence and terms of the Agreement, including the compensation provisions, at any time, for any reason and to whomever Purchaser’s general counsel determines has a legitimate need to know the same including, without limitation, the United States government, the government of any country where the Work is performed or obtained, and any regulatory agency with jurisdiction over Purchaser.

COMPLIANCE WITH LAWS, REGULATIONS, AND PERMITS. A. During the performance of the Agreement, Contractor Consultant shall strictly comply with all federal, state and local laws, rules or regulations and executive orders applicable to the Work. B. Without limiting the foregoing, and unless exempted under the rules, regulations and relevant orders (41 CFR Chapter 60) of the U.S. Secretary of Labor, in connection with the Work, Contractor Consultant agrees as follows: 1. Contractor Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, gender, national origin, age or disability. Contractor Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, gender, national origin, age or disability. Such action shall include, but not be limited to, employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Contractor Consultant shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by the U.S. Department of Labor setting forth the provisions of this nondiscrimination clause. 2. Contractor Consultant shall state, in all solicitations or advertisements for employees placed by or on its behalf, that all qualified applicants will receive consideration for employment without regard to race, color, religion, gender, national origin, age or disability. 3. Contractor Consultant shall send to each labor union or representative of workers with which it has a collective bargaining agreement, contract or understanding, a notice to be provided by the U.S. Department of Labor, advising the labor union or workers’ representative of ContractorConsultant’s commitments under the following provisions, as amended from time to time: a. Section 202 of Executive Order 11246 (Equal Opportunity); b. Executive Order 11701 (Employment of Veterans); c. Executive Order 11758 (Employment of the Handicapped); d. Executive Order 11141 (Employment Discrimination Because of Age); e. Executive Order 11625 and Public Law 95-507 (Utilization of Disadvantaged Business Enterprises); and f. Executive Order 13496 (Employee Rights Under the National Labor Relations Act), and shall post copies thereof in conspicuous places available to employees and applicants for employment. 4. Contractor Consultant and its Subcontractors subcontractors 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. 5. Contractor Consultant and its Subcontractors subcontractors shall abide by the requirements of 41 CFR 60-741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities. C. If this Agreement is a subcontract under a government contract or a federally-funded project, Contractor Consultant shall comply with subcontractor flow-down requirements under the Federal Acquisition Regulations (48 CFR Chapter 1), as amended from time to time, which are specified in supplemental terms to this Agreement. D. Contractor Consultant shall comply with the Department of Commerce Export Administration Regulations (“EAR”) in 15 CFR Chapter VII, subchapter C, including 15 CFR Section 734.2 which prohibits the export or release of controlled technology and/or software to foreign nationals within the United States who are not lawfully admitted to the United States for permanent residence. Contractor Consultant shall confirm that these regulations either do not apply to ContractorConsultant’s activities under the terms of the Agreement or that Contractor Consultant has procedures to ensure compliance. If Contractor Consultant is directly or indirectly employing a foreign national not currently lawfully admitted to the United States for permanent residence to perform work under the Agreement, Contractor Consultant warrants to Purchaser that such employment does not violate the foregoing regulations. E. Foreign Corrupt Practices Act (“FCPA”). The following provisions shall apply to Contractor Consultant (unless it is a foreign concern) if it performs or obtains any of the Work in a foreign country: 1. All payments to Contractor Consultant shall be by check or bank transfer only. No payment shall be in cash or by bearer instrument and no payment shall be made to any corporation or person other than ContractorConsultant. All payments due hereunder shall be made to Contractor Consultant at its principal place of business in the United States, even if Contractor Consultant performs or obtains the Work in a foreign country. 2. Contractor Consultant represents that it is familiar with the FCPA and its purposes; and that, in particular, it is familiar with the prohibition against paying or giving of anything of value, either directly or indirectly, by an American company to an official of a foreign government for the purpose of influencing an act or decision in his official capacity, or inducing him to use his influence with that government, to assist a company in obtaining or retaining business for or with, or directing business to, any person. 3. Contractor Consultant represents that none of its partners, purchasers, principals, and staff members are officials, officers, or representatives of any government or political party or candidates for political office. Contractor Consultant shall not use any part of its compensation for any purpose, and shall take no action that would constitute a violation of any law of the United States (including the FCPA) or of any jurisdiction where it performs services or manufactures or sells goods. Purchaser represents that it does not desire and will not knowingly request any Work by Contractor Consultant that would or might constitute any such violation. 4. Purchaser may terminate the Agreement for default at any time, without any liability or obligation, if it believes, in good faith, that Contractor Consultant has violated this Article. Any action by Contractor Consultant which would or might constitute a violation of the FCPA, or a request for such action from ContractorConsultant’s representative, shall result in immediate termination of the Agreement for default. Should Contractor Consultant ever receive, directly or indirectly, from any Purchaser representative a request that Contractor Consultant believes will or might violate the FCPA, Contractor Consultant shall immediately notify Purchaser’s general counsel. 5. Purchaser may disclose the existence and terms of the Agreement, including the compensation provisions, at any time, for any reason and to whomever Purchaser’s general counsel determines has a legitimate need to know the same including, without limitation, the United States government, the government of any country where the Work is performed or obtained, and any regulatory agency with jurisdiction over Purchaser.

COMPLIANCE WITH LAWS, REGULATIONS, AND PERMITS. A. During the performance of the Agreement, Contractor Supplier shall strictly comply with all federal, state and local laws, rules or regulations and executive orders applicable to the Work. B. Without limiting the foregoing, and unless exempted under the rules, regulations and relevant orders (41 CFR Chapter 60) of the U.S. Secretary of Labor, in connection with the Work, Contractor Supplier agrees as follows: 1. Contractor Supplier shall not discriminate against any employee or applicant for employment because of race, color, religion, gender, national origin, age or disability. Contractor Supplier shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, gender, national origin, age or disability. Such action shall include, but not be limited to, employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Contractor Supplier shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by the U.S. Department of Labor setting forth the provisions of this nondiscrimination clause. 2. Contractor Supplier shall state, in all solicitations or advertisements for employees placed by or on its behalf, that all qualified applicants will receive consideration for employment without regard to race, color, religion, gender, national origin, age or disability. 3. Contractor Supplier shall send to each labor union or representative of workers with which it has a collective bargaining agreement, contract or understanding, a notice to be provided by the U.S. Department of Labor, advising the labor union or workers’ representative of ContractorSupplier’s commitments under the following provisions, as amended from time to time: a. Section 202 of Executive Order 11246 (Equal Opportunity); b. Executive Order 11701 (Employment of Veterans); c. Executive Order 11758 (Employment of the Handicapped); d. Executive Order 11141 (Employment Discrimination Because of Age); e. Executive Order 11625 and Public Law 95-507 (Utilization of Disadvantaged Business Enterprises); and f. Executive Order 13496 (Employee Rights Under the National Labor Relations Act), ) and shall post copies thereof in conspicuous places available to employees and applicants for employment. 4. Contractor Supplier and its Subcontractors subcontractors shall abide by the requirements of 41 CFR 60-300.5(a). This regulation , which prohibits discrimination against qualified protected veterans, veterans and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans. 5. Contractor Supplier and its Subcontractors subcontractors shall abide by the requirements of 41 CFR 60-741.5(a). This regulation , which prohibits discrimination against qualified individuals on the basis of disability, disability and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities. C. If this Agreement is a subcontract under a government contract or a federally-funded project, Contractor Supplier shall comply with subcontractor flow-flow- down requirements under the Federal Acquisition Regulations (48 CFR Chapter 1), as amended from time to time, which are specified in supplemental terms to this Agreement. D. Contractor If applicable, Supplier shall comply with the Department of Commerce Export Administration Regulations (“EAR”) in 15 CFR Chapter VII, subchapter C, including 15 CFR Section 734.2 which prohibits the export or release of controlled technology and/or software to foreign nationals within the United States who are not lawfully admitted to the United States for permanent residence. Contractor Supplier shall confirm that these regulations either do not apply to ContractorSupplier’s activities under the terms of the Agreement or that Contractor Supplier has procedures to ensure compliance. If Contractor Supplier is directly or indirectly employing a foreign national not currently lawfully admitted to the United States for permanent residence to perform work Work under the Agreement, Contractor Supplier warrants to Purchaser that such employment does not violate the foregoing regulations. E. Foreign Corrupt Practices Act (“FCPA”). The following provisions shall apply to Contractor Supplier (unless it is a foreign concern) if it performs or obtains any of the Work in a foreign country: 1. All payments to Contractor Supplier shall be by check or bank transfer only. No payment shall be in cash or by bearer instrument and no payment shall be made to any corporation or person other than ContractorSupplier. All payments due hereunder shall be made to Contractor Supplier at its principal place of business in the United States, even if Contractor Supplier performs or obtains the Work in a foreign country. 2. Contractor Supplier represents that it is familiar with the FCPA and its purposes; and that, in particular, it is familiar with the prohibition against paying or giving of anything of value, either directly or indirectly, by an American company to an official of a foreign government for the purpose of influencing an act or decision in his official capacity, or inducing him to use his influence with that government, to assist a company in obtaining or retaining business for or with, or directing business to, any person. 3. Contractor Supplier represents that none of its partners, purchasers, principals, and staff members are officials, officers, or representatives of any government or political party or candidates for political office. Contractor Supplier shall not use any part of its compensation for any purpose, purpose and shall take no action that would constitute a violation of any law of the United States (including the FCPA) or of any jurisdiction where it performs services or manufactures or sells goods. Purchaser represents that it does not desire and will not knowingly request any Work by Contractor Supplier that would or might constitute any such violation. 4. Purchaser may terminate the Agreement for default at any time, without any liability or obligation, if it believes, in good faith, that Contractor Supplier has violated this Article. Any action by Contractor Supplier which would or might constitute a violation of the FCPA, or a request for such action from ContractorSupplier’s representative, shall result in immediate termination of the Agreement for default. Should Contractor Supplier ever receive, directly or indirectly, from any Purchaser representative a request that Contractor Supplier believes will or might violate the FCPA, Contractor Supplier shall immediately notify Purchaser’s general counsel. 5. Purchaser may disclose the existence and terms of the Agreement, including the compensation provisions, at any time, for any reason and to whomever Purchaser’s general counsel determines has a legitimate need to know the same including, without limitation, the United States government, the government of any country where the Work is performed or obtained, and any regulatory agency with jurisdiction over Purchaser.

COMPLIANCE WITH LAWS, REGULATIONS, AND PERMITS. A. During the performance of the Agreement, Contractor Supplier shall strictly comply with all federal, state state, and local laws, rules or regulations and executive orders applicable to the WorkWork including, without limitation, when authorized by Purchaser, the timely registration with all legislative, executive, and governmental agencies requiring such registration and, further, the timely filing of all reports and disclosures required by such registration(s) in a complete and accurate manner required with respect thereto. B. Without limiting the foregoing, and unless exempted under the rules, regulations regulations, and relevant orders (41 CFR Chapter 60) of the U.S. Secretary of Labor, in connection with the Work, Contractor Supplier agrees as follows: 1. Contractor Supplier shall not discriminate against any employee or applicant for employment because of race, color, religion, gender, national origin, age age, or disability. Contractor Supplier shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, gender, national origin, age age, or disability. Such action shall include, but not be limited to, employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Contractor Supplier shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by the U.S. Department of Labor setting forth the provisions of this nondiscrimination clause. 2. Contractor Supplier shall state, in all solicitations or advertisements for employees placed by or on its behalf, that all qualified applicants will receive consideration for employment without regard to race, color, religion, gender, national origin, age age, or disability. 3. Contractor Supplier shall send to each labor union or representative of workers with which it has a collective bargaining agreement, contract or understanding, a notice to be provided by the U.S. Department of Labor, advising the labor union or workers’ representative of ContractorSupplier’s commitments under the following provisions, as amended from time to time: a. Section 202 of Executive Order 11246 (Equal Opportunity); b. Executive Order 11701 (Employment of Veterans); c. Executive Order 11758 (Employment of the Handicapped); d. Executive Order 11141 (Employment Discrimination Because of Age); e. Executive Order 11625 and Public Law 95-507 (Utilization of Disadvantaged Business Enterprises); and f. Executive Order 13496 (Employee Rights Under the National Labor Relations Act), ) and shall post copies thereof in conspicuous places available to employees and applicants for employment. 4. Contractor Supplier and its Subcontractors subcontractors shall abide by the requirements of 41 CFR 60-300.5(a). This regulation , which prohibits discrimination against qualified protected veterans, veterans and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans. 5. Contractor Supplier and its Subcontractors subcontractors shall abide by the requirements of 41 CFR 60-741.5(a). This regulation , which prohibits discrimination against qualified individuals on the basis of disability, disability and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities. C. If this Agreement is a subcontract under a government contract or a federally-funded project, Contractor Supplier shall comply with subcontractor flow-flow- down requirements under the Federal Acquisition Regulations (48 CFR Chapter 1), as amended from time to time, which are specified in supplemental terms to this Agreement. D. Contractor If applicable, Supplier shall comply with the Department of Commerce Export Administration Regulations (“EAR”) in 15 CFR Chapter VII, subchapter C, including 15 CFR Section 734.2 which prohibits the export or release of controlled technology and/or software to foreign nationals within the United States who are not lawfully admitted to the United States for permanent residence. Contractor Supplier shall confirm that these regulations either do not apply to ContractorSupplier’s activities under the terms of the Agreement or that Contractor Supplier has procedures to ensure compliance. If Contractor Supplier is directly or indirectly employing a foreign national not currently lawfully admitted to the United States for permanent residence to perform work Work under the Agreement, Contractor Supplier warrants to Purchaser that such employment does not violate the foregoing regulations. E. Foreign Corrupt Practices Act (“FCPA”). The following provisions shall apply to Contractor Supplier (unless it is a foreign concern) if it performs or obtains any of the Work in a foreign country: 1. All payments to Contractor Supplier shall be by check or bank transfer only. No payment shall be in cash or by bearer instrument and no payment shall be made to any corporation or person other than ContractorSupplier. All payments due hereunder shall be made to Contractor Supplier at its principal place of business in the United States, even if Contractor Supplier performs or obtains the Work in a foreign country. 2. Contractor Supplier represents that it is familiar with the FCPA and its purposes; and that, in particular, it is familiar with the prohibition against paying or giving of anything of value, either directly or indirectly, by an American company to an official of a foreign government for the purpose of influencing an act or decision in his his/her official capacity, or inducing him him/her to use his his/her influence with that government, to assist a company in obtaining or retaining business for or with, or directing business to, any person. 3. Contractor Supplier represents that none of its partners, purchasers, principals, and staff members are officials, officers, or representatives of any government or political party or candidates for political office. Contractor Supplier shall not use any part of its compensation for any purpose, purpose and shall take no action that would constitute a violation of any law of the United States (including the FCPA) or of any jurisdiction where it performs services or manufactures or sells goods. Purchaser represents that it does not desire and will not knowingly request any Work by Contractor Supplier that would or might constitute any such violation. 4. Purchaser may terminate the Agreement for default at any time, without any liability or obligation, if it believes, in good faith, that Contractor Supplier has violated this Article. Any action by Contractor Supplier which would or might constitute a violation of the FCPA, or a request for such action from ContractorSupplier’s representative, shall result in immediate termination of the Agreement for default. Should Contractor Supplier ever receive, directly or indirectly, from any Purchaser representative a request that Contractor Supplier believes will or might violate the FCPA, Contractor Supplier shall immediately notify Purchaser’s general counsel. 5. Purchaser may disclose the existence and terms of the Agreement, including the compensation provisions, at any time, for any reason and to whomever Purchaser’s general counsel determines has a legitimate need to know the same including, without limitation, the United States government, the government of any country where the Work is performed or obtained, and any regulatory agency with jurisdiction over Purchaser.

COMPLIANCE WITH LAWS, REGULATIONS, AND PERMITS. A. During the performance of the Agreement, Contractor shall strictly comply with all federal, state and local laws, rules or regulations re gulations and executive orders applicable to the Work. B. Without limiting the foregoing, and unless exempted under the rules, regulations and relevant orders (41 CFR Chapter 60) of the t he U.S. Secretary of Labor, in connection with the Work, Contractor agrees as follows: 1. Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, gender, national origin, age or disability. Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, gender, national origin, age or disability. Such action shall include, but not be limited to, employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Contractor shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by the U.S. Department of Labor setting forth the provisions of this nondiscrimination clause. 2. Contractor shall state, in all solicitations or advertisements for employees placed by or on its behalf, that all qualified applicants will receive consideration for employment without regard to race, color, religion, gender, national origin, age or disability. 3. Contractor shall send to each labor union or representative of workers with which it has a collective bargaining agreement, contract or understanding, a notice to be provided by the U.S. Department of Labor, advising the labor union or workers’ representative of Contractor’s commitments under the following provisions, as amended from time to time: a. Section 202 of Executive Order 11246 (Equal Opportunity); b. Executive Order 11701 (Employment of Veterans); c. Executive Order 11758 (Employment of the Handicapped); d. Executive Order 11141 (Employment Discrimination Because of Age); e. Executive Order 11625 and Public Law 95-507 (Utilization of Disadvantaged Business Enterprises); and f. Executive Order 13496 (Employee Rights Under the National Labor Relations Act), and shall post copies thereof in conspicuous places available to employees and applicants for employment. 4. Contractor and its Subcontractors 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 empl oy and advance in employment qualified protected veterans. 5. Contractor and its Subcontractors shall abide by the requirements of 41 CFR 60-741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities. C. If this Agreement is a subcontract under a government contract or a federally-funded project, Contractor shall comply with subcontractor flow-down requirements under the Federal Acquisition Regulations (48 CFR Chapter 1), as amended from time to time, which are specified in supplemental terms to this Agreement. D. Contractor shall comply with the Department of Commerce Export Administration Regulations (“EAR”) in 15 CFR Chapter VII, subchapter C, including 15 CFR Section 734.2 which prohibits the export or release of controlled technology and/or software to foreign nationals within the United States who are not lawfully admitted to the United States for permanent residence. Contractor shall confirm that these regulations either do not apply to Contractor’s activities under the terms of the Agreement or that Contractor has procedures to ensure compliance. If Contractor is directly or indirectly employing a foreign national not currently lawfully admitted to the United States for permanent residence to perform work under the Agreement, Contractor warrants to Purchaser that such employment does not violate the foregoing regulations. E. Foreign Corrupt Practices Act (“FCPA”). The following provisions shall apply to Contractor (unless it is a foreign concern) if it performs or obtains any of the Work in a foreign country: 1. All payments to Contractor shall be by check or bank transfer only. No payment shall be in cash or by bearer instrument and no payment shall be made to any corporation or person other than Contractor. All payments due hereunder shall be made to Contractor at its principal place of business in the United States, even if Contractor performs or obtains the Work in a foreign country. 2. Contractor represents that it is familiar with the FCPA and its purposes; and that, in particular, it is familiar with the prohibition against paying or giving of anything of value, either directly or indirectly, by an American company to an official of a foreign government for the purpose of influencing an act or decision in his official capacity, or inducing him to use his influence with that governmentgovernment , to assist a company in obtaining or retaining business for or with, or directing business to, any person. 3. Contractor represents that none of its partners, purchasers, principals, and staff members are officials, officers, or representatives of any government or political party or candidates for political office. Contractor shall not use any part of its compensation for any purpose, and shall take no action that would constitute a violation of any law of the United States (including the FCPA) or of any jurisdiction where it performs services or manufactures or sells goods. Purchaser represents that it does not desire and will not knowingly request any Work by Contractor that would or might constitute any such violation. 4. Purchaser may terminate the Agreement for default at any time, without any liability or obligation, if it believes, in good faith, that Contractor has violated this Article. Any action by Contractor which would or might constitute a violation of the FCPA, or a request for such action from Contractor’s representative, shall result in immediate termination of the Agreement for default. Should Contractor ever receive, directly or indirectly, from any Purchaser representative a request that Contractor believes will or might violate the FCPA, Contractor shall immediately notify Purchaser’s general counsel. 5. Purchaser may disclose the existence and terms of the Agreement, including the compensation provisions, at any time, for any reason and to whomever Purchaser’s general counsel determines has a legitimate need to know the same including, without limitation, the United States government, the government of any country where the Work is performed or obtained, and any regulatory agency with jurisdiction over Purchaser.

COMPLIANCE WITH LAWS, REGULATIONS, AND PERMITS. A. During the performance of the Agreement, Contractor shall strictly comply with all federal, state and local laws, rules or regulations and executive orders applicable to the Work. B. Without limiting the foregoing, and unless exempted under the rules, regulations and relevant orders (41 CFR Chapter 60) of the t he U.S. Secretary of Labor, in connection with the Work, Contractor agrees as follows: 1. Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, gender, national origin, age or disability. Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, gender, national origin, age or disability. Such action shall include, but not be limited to, employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Contractor shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by the U.S. Department of Labor setting forth the provisions of this nondiscrimination clause. 2. Contractor shall state, in all solicitations or advertisements for employees placed by or on its behalf, that all qualified applicants will receive consideration for employment without regard to race, color, religion, gender, national origin, age or disability. 3. Contractor shall send to each labor union or representative of workers with which it has a collective bargaining agreement, contract or understanding, a notice to be provided by the U.S. Department of Labor, advising the labor union or workers’ representative of Contractor’s commitments under the following provisions, as amended from time to time: a. Section 202 of Executive Order 11246 (Equal Opportunity); b. Executive Order 11701 (Employment of Veterans); c. Executive Order 11758 (Employment of the Handicapped); d. Executive Order 11141 (Employment Discrimination Because of Age); e. Executive Order 11625 and Public Law 95-507 (Utilization of Disadvantaged Business Enterprises); and f. Executive Order 13496 (Employee Rights Under the National Labor Relations Act), and shall post copies thereof in conspicuous places available to employees and applicants for employment. 4. Contractor and its Subcontractors 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. 5. Contractor and its Subcontractors shall abide by the requirements of 41 CFR 60-741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities. C. If this Agreement is a subcontract under a government contract or a federally-funded project, Contractor shall comply with subcontractor flow-down requirements under the Federal Acquisition Regulations (48 CFR Chapter 1), as amended from time to time, which are specified in supplemental terms to this Agreement. D. Contractor shall comply with the Department of Commerce Export Administration Regulations (“EAR”) in 15 CFR Chapter VII, subchapter C, including 15 CFR Section 734.2 which prohibits the export or release of controlled technology and/or software to foreign nationals within the United States who are not lawfully admitted to the United States for permanent residence. Contractor shall confirm that these regulations either do not apply to Contractor’s activities under the terms of the Agreement or that Contractor has procedures to ensure compliance. If Contractor is directly or indirectly employing a foreign national not currently lawfully admitted to the United States for permanent residence to perform work under the Agreement, Contractor warrants to Purchaser that such employment does not violate the foregoing regulations. E. Foreign Corrupt Practices Act (“FCPA”). The following provisions shall apply to Contractor (unless it is a foreign concern) if it performs or obtains any of the Work in a foreign country: 1. All payments to Contractor shall be by check or bank transfer only. No payment shall be in cash or by bearer instrument and no payment shall be made to any corporation or person other than Contractor. All payments due hereunder shall be made to Contractor at its principal place of business in the United States, even if Contractor performs or obtains the Work in a foreign country. 2. Contractor represents that it is familiar with the FCPA and its purposes; and that, in particular, it is familiar with the prohibition against paying or giving of anything of value, either directly or indirectly, by an American company to an official of a foreign government for the purpose of influencing an act or decision in his official capacity, or inducing him to use his influence with that governmentgovernment , to assist a company in obtaining or retaining business for or with, or directing business to, any person. 3. Contractor represents that none of its partners, purchasers, principals, and staff members are officials, officers, or representatives of any government or political party or candidates for political office. Contractor shall not use any part of its compensation for any purpose, and shall take no action that would constitute a violation of any law of the United States (including the FCPA) or of any jurisdiction where it performs services or manufactures or sells goods. Purchaser represents that it does not desire and will not knowingly request any Work by Contractor that would or might constitute any such violation. 4. Purchaser may terminate the Agreement for default at any time, without any liability or obligation, if it believes, in good faith, that Contractor has violated this Article. Any action by Contractor which would or might constitute a violation of the FCPA, or a request for such action from Contractor’s representative, shall result in immediate termination of the Agreement for default. Should Contractor ever receive, directly or indirectly, from any Purchaser representative a request that Contractor believes will or might violate the FCPA, Contractor shall immediately notify Purchaser’s general counsel. 5. Purchaser may disclose the existence and terms of the Agreement, including the compensation provisions, at any time, for any reason and to whomever Purchaser’s general counsel determines has a legitimate need to know the same including, without limitation, the United States government, the government of any country where the Work is performed or obtained, and any regulatory agency with jurisdiction over Purchaser.

COMPLIANCE WITH LAWS, REGULATIONS, AND PERMITS. A. During the performance of the Agreement, Contractor Supplier shall strictly comply with all federal, state and local laws, rules or regulations and executive orders applicable to the Work. B. Without limiting the foregoing, and unless exempted under the rules, regulations and relevant orders (41 CFR Chapter 60) of the U.S. Secretary of Labor, in connection with the Work, Contractor Supplier agrees as follows: 1. Contractor Supplier shall not discriminate against any employee or applicant for employment because of race, color, religion, gender, national origin, age or disability. Contractor Supplier shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, gender, national origin, age or disability. Such action shall include, but not be limited to, employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Contractor Supplier shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by the U.S. Department of Labor setting forth the provisions of this nondiscrimination clause. 2. Contractor Supplier shall state, in all solicitations or advertisements for employees placed by or on its behalf, that all qualified applicants will receive consideration for employment without regard to race, color, religion, gender, national origin, age or disability. 3. Contractor Supplier shall send to each labor union or representative of workers with which it has a collective bargaining agreement, contract or understanding, a notice to be provided by the U.S. Department of Labor, advising the labor union or workers’ representative of ContractorSupplier’s commitments under the following provisions, as amended from time to time: a. Section 202 of Executive Order 11246 (Equal Opportunity); b. Executive Order 11701 (Employment of Veterans); c. Executive Order 11758 (Employment of the Handicapped); d. Executive Order 11141 (Employment Discrimination Because of Age); e. Executive Order 11625 and Public Law 95-507 (Utilization of Disadvantaged Business Enterprises); and f. Executive Order 13496 (Employee Rights Under the National Labor Relations Act), and shall post copies thereof in conspicuous places available to employees and applicants for employment. 4. Contractor Supplier and its Subcontractors subcontractors shall abide by the requirements of 41 CFR 60-300.5(a). This , which 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. 5. Contractor Supplier and its Subcontractors subcontractors shall abide by the requirements of 41 CFR 60-741.5(a). This , which regulation prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities. C. If this Agreement is a subcontract under a government contract or a federally-funded project, Contractor Supplier shall comply with subcontractor flow-flow- down requirements under the Federal Acquisition Regulations (48 CFR Chapter 1), as amended from time to time, which are specified in supplemental terms to this Agreement. D. Contractor If applicable, Supplier shall comply with the Department of Commerce Export Administration Regulations (“EAR”) in 15 CFR Chapter VII, subchapter C, including 15 CFR Section 734.2 which prohibits the export or release of controlled technology and/or software to foreign nationals within the United States who are not lawfully admitted to the United States for permanent residence. Contractor Supplier shall confirm that these regulations either do not apply to ContractorSupplier’s activities under the terms of the Agreement or that Contractor Supplier has procedures to ensure compliance. If Contractor Supplier is directly or indirectly employing a foreign national not currently lawfully admitted to the United States for permanent residence to perform work under the Agreement, Contractor Supplier warrants to Purchaser that such employment does not violate the foregoing regulations. E. Foreign Corrupt Practices Act (“FCPA”). The following provisions shall apply to Contractor Supplier (unless it is a foreign concern) if it performs or obtains any of the Work in a foreign country: 1. All payments to Contractor Supplier shall be by check or bank transfer only. No payment shall be in cash or by bearer instrument and no payment shall be made to any corporation or person other than ContractorSupplier. All payments due hereunder shall be made to Contractor Supplier at its principal place of business in the United States, even if Contractor Supplier performs or obtains the Work in a foreign country. 2. Contractor Supplier represents that it is familiar with the FCPA and its purposes; and that, in particular, it is familiar with the prohibition against paying or giving of anything of value, either directly or indirectly, by an American company to an official of a foreign government for the purpose of influencing an act or decision in his official capacity, or inducing him to use his influence with that government, to assist a company in obtaining or retaining business for or with, or directing business to, any person. 3. Contractor Supplier represents that none of its partners, purchasers, principals, and staff members are officials, officers, or representatives of any government or political party or candidates for political office. Contractor Supplier shall not use any part of its compensation for any purpose, and shall take no action that would constitute a violation of any law of the United States (including the FCPA) or of any jurisdiction where it performs services or manufactures or sells goods. Purchaser represents that it does not desire and will not knowingly request any Work by Contractor Supplier that would or might constitute any such violation. 4. Purchaser may terminate the Agreement for default at any time, without any liability or obligation, if it believes, in good faith, that Contractor Supplier has violated this Article. Any action by Contractor Supplier which would or might constitute a violation of the FCPA, or a request for such action from ContractorSupplier’s representative, shall result in immediate termination of the Agreement for default. Should Contractor Supplier ever receive, directly or indirectly, from any Purchaser representative a request that Contractor Supplier believes will or might violate the FCPA, Contractor Supplier shall immediately notify Purchaser’s general counsel. 5. Purchaser may disclose the existence and terms of the Agreement, including the compensation provisions, at any time, for any reason and to whomever Purchaser’s general counsel determines has a legitimate need to know the same including, without limitation, the United States government, the government of any country where the Work is performed or obtained, and any regulatory agency with jurisdiction over Purchaser.

COMPLIANCE WITH LAWS, REGULATIONS, AND PERMITS. A. During the performance of the Agreement, Contractor Supplier shall strictly comply with all federal, state and local laws, rules or regulations and executive orders applicable to the Work. B. Without limiting the foregoing, and unless exempted under the rules, regulations and relevant orders (41 CFR Chapter 60) of the U.S. Secretary of Labor, in connection with the Work, Contractor Supplier agrees as follows: 1. Contractor Supplier shall not discriminate against any employee or applicant for employment because of race, color, religion, gender, national origin, age or disability. Contractor Supplier shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, gender, national origin, age or disability. Such action shall include, but not be limited to, employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Contractor Supplier shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by the U.S. Department of Labor setting forth the provisions of this nondiscrimination clause. 2. Contractor Supplier shall state, in all solicitations or advertisements for employees placed by or on its behalf, that all qualified applicants will receive consideration for employment without regard to race, color, religion, gender, national origin, age or disability. 3. Contractor Supplier shall send to each labor union or representative of workers with which it has a collective bargaining agreement, contract or understanding, a notice to be provided by the U.S. Department of Labor, advising the labor union or workers’ representative of ContractorSupplier’s commitments under the following provisions, as amended from time to time: a. Section 202 of Executive Order 11246 (Equal Opportunity); b. Executive Order 11701 (Employment of Veterans); c. Executive Order 11758 (Employment of the Handicapped); d. Executive Order 11141 (Employment Discrimination Because of Age); e. Executive Order 11625 and Public Law 95-507 (Utilization of Disadvantaged Business Enterprises); and f. Executive Order 13496 (Employee Rights Under the National Labor Relations Act), ) and shall post copies thereof in conspicuous places available to employees and applicants for employment. 4. Contractor Supplier and its Subcontractors shall abide by the requirements of 41 CFR 60-300.5(a). This , which regulation prohibits discrimination against qualified protected veterans, veterans and requires affirmative action by covered prime contractors Suppliers and subcontractors to employ and advance in employment qualified protected veterans. 5. Contractor Supplier and its Subcontractors shall abide by the requirements of 41 CFR 60-741.5(a). This , which regulation prohibits discrimination against qualified individuals on the basis of disability, disability and requires affirmative action by covered prime contractors Suppliers and subcontractors to employ and advance in employment qualified individuals with disabilities. C. If this Agreement is a subcontract under a government contract or a federally-funded project, Contractor Supplier shall comply with subcontractor flow-flow- down requirements under the Federal Acquisition Regulations (48 CFR Chapter 1), as amended from time to time, which are specified in supplemental terms to this Agreement. D. Contractor If applicable, Supplier shall comply with the Department of Commerce Export Administration Regulations (“EAR”) in 15 CFR Chapter VII, subchapter C, including 15 CFR Section 734.2 which prohibits the export or release of controlled technology and/or software to foreign nationals within the United States who are not lawfully admitted to the United States for permanent residence. Contractor Supplier shall confirm that these regulations either do not apply to ContractorSupplier’s activities under the terms of the Agreement or that Contractor Supplier has procedures to ensure compliance. If Contractor Supplier is directly or indirectly employing a foreign national not currently lawfully admitted to the United States for permanent residence to perform work Work under the Agreement, Contractor Supplier warrants to Purchaser that such employment does not violate the foregoing regulations. E. Foreign Corrupt Practices Act (“FCPA”). The following provisions shall apply to Contractor Supplier (unless it is a foreign concern) if it performs or obtains any of the Work in a foreign country: 1. All payments to Contractor Supplier shall be by check or bank transfer only. No payment shall be in cash or by bearer instrument and no payment shall be made to any corporation or person other than ContractorSupplier. All payments due hereunder shall be made to Contractor Supplier at its principal place of business in the United States, even if Contractor Supplier performs or obtains the Work in a foreign country. 2. Contractor Supplier represents that it is familiar with the FCPA and its purposes; and that, in particular, it is familiar with the prohibition against paying or giving of anything of value, either directly or indirectly, by an American company to an official of a foreign government for the purpose of influencing an act or decision in his official capacity, or inducing him to use his influence with that government, to assist a company in obtaining or retaining business for or with, or directing business to, any person. 3. Contractor Supplier represents that none of its partners, purchasers, principals, and staff members are officials, officers, or representatives of any government or political party or candidates for political office. Contractor Supplier shall not use any part of its compensation for any purpose, purpose and shall take no action that would constitute a violation of any law of the United States (including the FCPA) or of any jurisdiction where it performs services or manufactures or sells goods. Purchaser represents that it does not desire and will not knowingly request any Work by Contractor Supplier that would or might constitute any such violation. 4. Purchaser may terminate the Agreement for default at any time, without any liability or obligation, if it believes, in good faith, that Contractor Supplier has violated this Article. Any action by Contractor Supplier which would or might constitute a violation of the FCPA, or a request for such action from ContractorSupplier’s representative, shall result in immediate termination of the Agreement for default. Should Contractor Supplier ever receive, directly or indirectly, from any Purchaser representative a request that Contractor Supplier believes will or might violate the FCPA, Contractor Supplier shall immediately notify Purchaser’s general counsel. 5. Purchaser may disclose the existence and terms of the Agreement, including the compensation provisions, at any time, for any reason and to whomever Purchaser’s general counsel determines has a legitimate need to know the same including, without limitation, the United States government, the government of any country where the Work is performed or obtained, and any regulatory agency with jurisdiction over Purchaser.

COMPLIANCE WITH LAWS, REGULATIONS, AND PERMITS. A. During the performance of the Agreement, Contractor shall strictly comply with all federal, state and local laws, rules or regulations and executive orders applicable to the Work. B. Without limiting the foregoing, and unless exempted under the rules, regulations and relevant orders (41 CFR Chapter 60) of the U.S. Secretary of Labor, in connection with the Work, Contractor agrees as follows: 1. Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, gender, national origin, age or disability. Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, gender, national origin, age or disability. Such action shall include, but not be limited to, employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Contractor shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by the U.S. Department of Labor setting forth the provisions of this nondiscrimination clause. 2. Contractor shall state, in all solicitations or advertisements for employees placed by or on its behalf, that all qualified applicants will receive consideration for employment without regard to race, color, religion, gender, national origin, age or disability. 3. Contractor shall send to each labor union or representative of workers with which it has a collective bargaining agreement, contract or understanding, a notice to be provided by the U.S. Department of Labor, advising the labor union or workers’ representative of Contractor’s commitments under the following provisions, as amended from time to time: a. Section 202 of Executive Order 11246 (Equal Opportunity); b. Executive Order 11701 (Employment of Veterans); c. Executive Order 11758 (Employment of the Handicapped); d. Executive Order 11141 (Employment Discrimination Because of Age); e. Executive Order 11625 and Public Law 95-507 (Utilization of Disadvantaged Business Enterprises); and f. Executive Order 13496 (Employee Rights Under the National Labor Relations Act), and shall post copies thereof in conspicuous places available to employees and applicants for employment. 4. Contractor and its Subcontractors 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. 5. Contractor and its Subcontractors shall abide by the requirements of 41 CFR 60-741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities. C. If this Agreement is a subcontract under a government contract or a federally-funded project, Contractor shall comply with subcontractor flow-down flowdown requirements under the Federal Acquisition Regulations (48 CFR Chapter 1), as amended from time to time, which are specified in supplemental terms to this Agreement. D. Contractor shall comply with the Department of Commerce Export Administration Regulations (“EAR”) in 15 CFR Chapter VII, subchapter C, including 15 CFR Section 734.2 which prohibits the export or release of controlled technology and/or software to foreign nationals within the United States who are not lawfully admitted to the United States for permanent residence. Contractor shall confirm that these regulations either do not apply to Contractor’s activities under the terms of the Agreement or that Contractor has procedures to ensure compliance. If Contractor is directly or indirectly employing a foreign national not currently lawfully admitted to the United States for permanent residence to perform work under the Agreement, Contractor warrants to Purchaser that such employment does not violate the foregoing regulations. E. Foreign Corrupt Practices Act (“FCPA”). The following provisions shall apply to Contractor (unless it is a foreign concern) if it performs or obtains any of the Work in a foreign country: 1. All payments to Contractor shall be by check or bank transfer only. No payment shall be in cash or by bearer instrument and no payment shall be made to any corporation or person other than Contractor. All payments due hereunder shall be made to Contractor at its principal place of business in the United States, even if Contractor performs or obtains the Work in a foreign country. 2. Contractor represents that it is familiar with the FCPA and its purposes; and that, in particular, it is familiar with the prohibition against paying or giving of anything of value, either directly or indirectly, by an American company to an official of a foreign government for the purpose of influencing an act or decision in his official capacity, or inducing him to use his influence with that government, to assist a company in obtaining or retaining business for or with, or directing business to, any person. 3. Contractor represents that none of its partners, purchasers, principals, and staff members are officials, officers, or representatives of any government or political party or candidates for political office. Contractor shall not use any part of its compensation for any purpose, and shall take no action action, that would constitute a violation of any law of the United States (including the FCPA) or of any jurisdiction where it performs services or manufactures or sells goods. Purchaser represents that it does not desire and will not knowingly request any Work by Contractor that would or might constitute any such violation. 4. Purchaser may terminate the Agreement for default at any time, without any liability or obligation, if it believes, in good faith, that Contractor has violated this Article. Any action by Contractor which would or might constitute a violation of the FCPA, or a request for such action from Contractor’s representative, shall result in immediate termination of the Agreement Contract for default. Should Contractor ever receive, directly or indirectly, from any Purchaser representative a request that Contractor believes will or might violate the FCPA, Contractor shall immediately notify Purchaser’s general counsel. 5. Purchaser may disclose the existence and terms of the Agreement, including the compensation provisions, at any time, for any reason and to whomever Purchaser’s general counsel determines has a legitimate need to know the same including, without limitation, the United States government, the government of any country where the Work is performed or obtained, and any regulatory agency with jurisdiction over Purchaser. F. Contractor shall comply with the Occupational Safety and Health Act of 1970 and all rules, regulations, standards, requirements, and revisions thereof or adopted pursuant thereto. If applicable, Contractor shall comply with all hazard communication standards promulgated by the Occupational Safety and Health Administration (OSHA), 29 CFR 1910.1200, et. seq., the Pennsylvania Right To Know Act and similar hazard communication laws of other states, as amended from time to time, including, but not limited to, evaluating and labeling all hazardous chemicals as defined by said standards, and maintaining Material Safety Data Sheets on all such hazardous chemicals to insure that hazard information with regard to chemical hazards produced, imported, or used within the workplace is transmitted to affected employees of Contractor, its Subcontractor(s) and Purchaser. G. Unless the Agreement otherwise provides, Contractor shall, at its own expense, obtain from appropriate governmental authorities all permits, inspections and licenses which are required for the Work and comply with all rules and regulations of insurance companies which have insured any of the Work. H. Any costs, fines, penalties, awards, damages or other liabilities associated with any violations of this Article shall be borne and paid by Contractor. I. Contractor acknowledges and agrees that its employees, if given access to Purchaser’s (FirstEnergy Corp., its parent, subsidiaries and affiliates) Information and Control Systems, shall be required to sign a Network/Systems Access Agreement governing Contractor’s and such employees’ use of such systems. The Network/Systems Access Agreement requires that each person given access is given a background check, is either a US Citizen or holds a valid green card and shall comply with the FE IT Cyber Security Policy (available upon request.) J. Contractor shall comply with all requirements of FirstEnergy’s Code of Conduct (located at xxx.xxxxxxxxxxxxxxx.xxx) and any governmental regulatory codes of conduct applicable to the Work.

COMPLIANCE WITH LAWS, REGULATIONS, AND PERMITS. A. During the performance of the Agreement, Contractor Supplier shall strictly comply with all federal, state and local laws, rules or regulations and executive orders applicable to the Work. B. Without limiting the foregoing, and unless exempted under the rules, regulations and relevant orders (41 CFR Chapter 60) of the U.S. Secretary of Labor, in connection with the Work, Contractor Supplier agrees as follows: 1. Contractor Supplier shall not discriminate against any employee or applicant for employment because of race, color, religion, gender, national origin, age or disability. Contractor Supplier shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, gender, national origin, age or disability. Such action shall include, but not be limited to, employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Contractor Supplier shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by the U.S. Department of Labor setting forth the provisions of this nondiscrimination clause. 2. Contractor Supplier shall state, in all solicitations or advertisements for employees placed by or on its behalf, that all qualified applicants will receive consideration for employment without regard to race, color, religion, gender, national origin, age or disability. 3. Contractor Supplier shall send to each labor union or representative of workers with which it has a collective bargaining agreement, contract or understanding, a notice to be provided by the U.S. Department of Labor, advising the labor union or workers’ representative of ContractorSupplier’s commitments under the following provisions, as amended from time to time: a. Section 202 of Executive Order 11246 (Equal Opportunity); b. Executive Order 11701 (Employment of Veterans); c. Executive Order 11758 (Employment of the Handicapped); d. Executive Order 11141 (Employment Discrimination Because of Age); e. Executive Order 11625 and Public Law 95-507 (Utilization of Disadvantaged Business Enterprises); and f. Executive Order 13496 (Employee Rights Under the National Labor Relations Act), ) and shall post copies thereof in conspicuous places available to employees and applicants for employment. 4. Contractor Supplier and its Subcontractors shall abide by the requirements of 41 CFR 60-300.5(a). This 300.5 (a) which regulation prohibits discrimination against qualified protected veterans, veterans and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans. 5. Contractor Supplier and its Subcontractors shall abide by the requirements of 41 CFR 60-741.5(a). This , which regulation prohibits discrimination against qualified individuals on the basis of disability, disability and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities. C. If this Agreement is a subcontract under a government contract or a federally-funded project, Contractor Supplier shall comply with subcontractor flow-flow- down requirements under the Federal Acquisition Regulations (48 CFR Chapter 1), as amended from time to time, which are specified in supplemental terms to this Agreement. D. Contractor If applicable, Supplier shall comply with the Department of Commerce Export Administration Regulations (“EAR”) in 15 CFR Chapter VII, subchapter C, including 15 CFR Section 734.2 which prohibits the export or release of controlled technology and/or software to foreign nationals within the United States who are not lawfully admitted to the United States for permanent residence. Contractor Supplier shall confirm that these regulations either do not apply to ContractorSupplier’s activities under the terms of the Agreement or that Contractor Supplier has procedures to ensure compliance. If Contractor Supplier is directly or indirectly employing a foreign national not currently lawfully admitted to the United States for permanent residence to perform work Work under the Agreement, Contractor Supplier warrants to Purchaser that such employment does not violate the foregoing regulations. E. Foreign Corrupt Practices Act (“FCPA”). The following provisions shall apply to Contractor Supplier (unless it is a foreign concern) if it performs or obtains any of the Work in a foreign country: 1. All payments to Contractor Supplier shall be by check or bank transfer only. No payment shall be in cash or by bearer instrument and no payment shall be made to any corporation or person other than ContractorSupplier. All payments due hereunder shall be made to Contractor Supplier at its principal place of business in the United States, even if Contractor Supplier performs or obtains the Work in a foreign country. 2. Contractor Supplier represents that it is familiar with the FCPA and its purposes; and that, in particular, it is familiar with the prohibition against paying or giving of anything of value, either directly or indirectly, by an American company to an official of a foreign government for the purpose of influencing an act or decision in his official capacity, or inducing him to use his influence with that government, to assist a company in obtaining or retaining business for or with, or directing business to, any person. 3. Contractor Supplier represents that none of its partners, purchasers, principals, and staff members are officials, officers, or representatives of any government or political party or candidates for political office. Contractor Supplier shall not use any part of its compensation for any purpose, and shall take no action that would constitute a violation of any law of the United States (including the FCPA) or of any jurisdiction where it performs services or manufactures or sells goods. Purchaser represents that it does not desire and will not knowingly request any Work by Contractor Supplier that would or might constitute any such violation. 4. Purchaser may terminate the Agreement for default at any time, without any liability or obligation, if it believes, in good faith, that Contractor Supplier has violated this Article. Any action by Contractor Supplier which would or might constitute a violation of the FCPA, or a request for such action from ContractorSupplier’s representative, shall result in immediate termination of the Agreement for default. Should Contractor Supplier ever receive, directly or indirectly, from any Purchaser representative a request that Contractor Supplier believes will or might violate the FCPA, Contractor Supplier shall immediately notify Purchaser’s general counsel. 5. Purchaser may disclose the existence and terms of the Agreement, including the compensation provisions, at any time, for any reason and to whomever Purchaser’s general counsel determines has a legitimate need to know the same including, without limitation, the United States government, the government of any country where the Work is performed or obtained, and any regulatory agency with jurisdiction over Purchaser.

COMPLIANCE WITH LAWS, REGULATIONS, AND PERMITS. A. During the performance of the Agreement, Contractor Supplier shall strictly comply with all federal, state and local laws, rules or regulations and executive orders applicable to the WorkGoods. B. Without limiting the foregoing, and unless exempted under the rules, regulations and relevant orders (41 CFR Chapter 60) of the U.S. Secretary of Labor, in connection with the WorkGoods, Contractor Supplier agrees as follows: 1. Contractor Supplier shall not discriminate against any employee or applicant for employment because of race, color, religion, gender, national origin, age or disability. Contractor Supplier shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, gender, national origin, age or disability. Such action shall include, but not be limited to, employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Contractor Supplier shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by the U.S. Department of Labor setting forth the provisions of this nondiscrimination clause. 2. Contractor Supplier shall state, in all solicitations or advertisements for employees placed by or on its behalf, that all qualified applicants will receive consideration for employment without regard to race, color, religion, gender, national origin, age or disability. 3. Contractor Supplier shall send to each labor union or representative of workers with which it has a collective bargaining agreement, contract or understanding, a notice to be provided by the U.S. Department of Labor, advising the labor union or workers’ representative of ContractorSupplier’s commitments under the following provisions, as amended from time to time: a. Section 202 of Executive Order 11246 (Equal Opportunity); b. Executive Order 11701 (Employment of Veterans); c. Executive Order 11758 (Employment of the Handicapped); d. Executive Order 11141 (Employment Discrimination Because of Age); e. Executive Order 11625 and Public Law 95-507 (Utilization of Disadvantaged Business Enterprises); and f. Executive Order 13496 (Employee Rights Under the National Labor Relations Act), and shall post copies thereof in conspicuous places available to employees and applicants for employment. 4. Contractor Supplier and its Subcontractors subcontractors shall abide by the requirements of 41 CFR 60-300.5(a). This regulation prohibits discrimination against qualified protected veterans, veterans and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans. 5. Contractor Supplier and its Subcontractors subcontractors shall abide by the requirements of 41 CFR 60-741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities. C. If this Agreement is a subcontract under a government contract or a federally-funded project, Contractor Supplier shall comply with subcontractor flow-flow down requirements under the Federal Acquisition Regulations (48 CFR Chapter 1), as amended from time to time, which are specified in supplemental terms to this Agreement. D. Contractor Supplier shall comply with the Department of Commerce Export Administration Regulations (“EAR”) in 15 CFR Chapter VII, subchapter C, including 15 CFR Section 734.2 which prohibits the export or release of controlled technology and/or software to foreign nationals within the United States who are not lawfully admitted to the United States for permanent residence. Contractor Supplier shall confirm that these regulations either do not apply to ContractorSupplier’s activities under the terms of the Agreement or that Contractor Supplier has procedures to ensure compliance. If Contractor Supplier is directly or indirectly employing a foreign national not currently lawfully admitted to the United States for permanent residence to perform work under the Agreement, Contractor Supplier warrants to Purchaser that such employment does not violate the foregoing regulations. E. Foreign Corrupt Practices Act (“FCPA”). The following provisions shall apply to Contractor Supplier (unless it is a foreign concern) if it performs or obtains any of the Work work in a foreign country: 1. All payments to Contractor Supplier shall be by check or bank transfer only. No payment shall be in cash or by bearer instrument instrument, and no payment shall be made to any corporation or person other than ContractorSupplier. All payments due hereunder shall be made to Contractor Supplier at its principal place of business in the United States, even if Contractor Supplier performs or obtains the Work work in a foreign country. 2. Contractor Supplier represents that it is familiar with the FCPA and its purposes; and that, in particular, it is familiar with the prohibition against paying or giving of anything of value, either directly or indirectly, by an American company to an official of a foreign government for the purpose of influencing an act or decision in his official capacity, or inducing him to use his influence with that government, to assist a company in obtaining or retaining business for or with, or directing business to, any person. 3. Contractor Supplier represents that none of its partners, purchasers, principals, and staff members are officials, officers, or representatives of any government or political party or candidates for political office. Contractor Supplier shall not use any part of its compensation for any purpose, and shall take no action that would constitute a violation of any law of the United States (including the FCPA) or of any jurisdiction where it performs services or manufactures or sells goods. Purchaser represents that it does not desire and will not knowingly request any Work work by Contractor Supplier that would or might constitute any such violation. 4. Purchaser may terminate the Agreement for default at any time, time and without any liability or obligation, if it believes, in good faith, that Contractor Supplier has violated this Article. Any action by Contractor Supplier which would or might constitute a violation of the FCPA, or a request for such action from Contractor’s Supplier's representative, shall result in immediate termination of the Agreement for default. Should Contractor Supplier ever receive, directly or indirectly, from any Purchaser representative a request that Contractor Supplier believes will or might violate the FCPA, Contractor Supplier shall immediately notify Purchaser’s 's general counsel. 5. Purchaser may disclose the existence and terms of the Agreement, including the compensation provisions, at any time, for any reason and to whomever Purchaser’s 's general counsel determines has a legitimate need to know the same including, without limitation, the United States government, the government of any country where the Work work is performed or obtained, and any regulatory agency with jurisdiction over Purchaser.