Common use of e-R’s Responsibilities Clause in Contracts

e-R’s Responsibilities. 1) Notify MATECH of any contacts received from any commercial customer, prime contractor, or the government concerning THE PROGRAM and provide MATECH with copies of any correspondence when such contacts have been in writing. MATECH shall also be notified of, and allowed the opportunity to participate in, any meetings with any commercial customer, prime contractor, or the government concerning the Parties’ efforts in developing THE PROGRAM and the feasibility of obtaining a contract or contracts from any commercial customer, prime contractor or the government for THE PROGRAM either as a stand-alone system or as a component of a larger integrated system. 2) Exercise its best efforts to secure a prime contract or contracts for THE PROGRAM which includes the work identified in Exhibit A as falling within MATECH’s area of responsibility and to secure acceptance of MATECH as subcontractor for that effort. 3) Furnish MATECH with a copy of all procurement solicitations issued to e-R relating to THE PROGRAM. 4) Issue to MATECH a solicitation(s) for that portion of any solicitation(s) from any commercial customer, prime contractor, or the government for THE PROGRAM that relate to MATECH’s area of responsibility as set forth in Exhibit A herein. 5) Prepare and submit proposals or bids, as applicable, on behalf of the Team for the development and/or integration requirements for all phases of THE PROGRAM to all commercial customers, prime contractors, or the government, with such proposals or bids to include the work identified as falling within MATECH’s area of responsibility as defined in Exhibit A and to include, unmodified, the provisions of MATECH’s proposal input relative to those areas of responsibility. 6) If and when awarded a prime contract or contracts relating to THE PROGRAM, award a subcontract to MATECH for the work identified as falling within MATECH’s area of responsibility as defined in Exhibit A, subject to agreement following good faith negotiations as to delivery schedules, price and other terms and conditions. Any such subcontract shall be the same contract type as the prime contract (for example, Cost Plus Fixed Fee, Cost Plus Incentive Fee, Firm Fixed Price, etc.) and include those terms and conditions which are required by government regulations to be flowed down to major subcontractors. 7) If and when awarded a prime contract or contracts related to THE PROGRAM, provide overall Program Management. 8) Cooperate with MATECH in a reasonable and practicable manner to facilitate the successful competition of the Team for all contracts relative to THE PROGRAM.

e-R’s Responsibilities. 1) Notify MATECH of any contacts received from any commercial customer, prime contractor, or the government concerning THE PROGRAM and provide MATECH with copies of any correspondence when such contacts have been in writing. MATECH XXXXXX shall also be notified of, and allowed the opportunity to participate in, any meetings with any commercial customer, prime contractor, or the government concerning the Parties’ efforts in developing THE PROGRAM and the feasibility of obtaining a contract or contracts from any commercial customer, prime contractor or the government for THE PROGRAM either as a stand-alone system or as a component of a larger integrated system. 2) Exercise its best efforts to secure a prime contract or contracts for THE PROGRAM which includes the work identified in Exhibit A as falling within MATECH’s area of responsibility and to secure acceptance of MATECH as subcontractor for that effort. 3) Furnish MATECH with a copy of all procurement solicitations issued to e-R relating to THE PROGRAM. 4) Issue to MATECH a solicitation(s) for that portion of any solicitation(s) from any commercial customer, prime contractor, or the government for THE PROGRAM that relate to MATECHXXXXXX’s area of responsibility as set forth in Exhibit A herein. 5) Prepare and submit proposals or bids, as applicable, on behalf of the Team for the development and/or integration requirements for all phases of THE PROGRAM to all commercial customers, prime contractors, or the government, with such proposals or bids to include the work identified as falling within MATECH’s area of responsibility as defined in Exhibit A and to include, unmodified, the provisions of MATECH’s proposal input relative to those areas of responsibility. 6) If and when awarded a prime contract or contracts relating to THE PROGRAM, award a subcontract to MATECH for the work identified as falling within MATECH’s area of responsibility as defined in Exhibit A, subject to agreement following good faith negotiations as to delivery schedules, price and other terms and conditions. Any such subcontract shall be the same contract type as the prime contract (for example, Cost Plus Fixed Fee, Cost Plus Incentive Fee, Firm Fixed Price, etc.) and include those terms and conditions which are required by government regulations to be flowed down to major subcontractors. 7) If and when awarded a prime contract or contracts related to THE PROGRAM, provide overall Program Management. 8) Cooperate with MATECH XXXXXX in a reasonable and practicable manner to facilitate the successful competition of the Team for all contracts relative to THE PROGRAM.

e-R’s Responsibilities. 1) Notify MATECH of any contacts received from any commercial customer, prime contractor, or the government concerning THE PROGRAM and provide MATECH with copies of any correspondence when such contacts have been in writing. MATECH XXXXXX shall also be notified of, and allowed the opportunity to participate in, any meetings with any commercial customer, prime contractor, or the government concerning the Parties’ efforts in developing THE PROGRAM and the feasibility of obtaining a contract or contracts from any commercial customer, prime contractor or the government for THE PROGRAM either as a stand-alone system or as a component of a larger integrated system. 2) Exercise its best efforts to secure a prime contract or contracts for THE PROGRAM which includes the work identified in Exhibit A as falling within MATECH’s area of responsibility and to secure acceptance of MATECH as subcontractor for that effort. 3) Furnish MATECH with a copy of all procurement solicitations issued to e-e- R relating to THE PROGRAM. 4) Issue to MATECH a solicitation(s) for that portion of any solicitation(s) from any commercial customer, prime contractor, or the government for THE PROGRAM that relate to MATECHXXXXXX’s area of responsibility as set forth in Exhibit A herein. 5) Prepare and submit proposals or bids, as applicable, on behalf of the Team for the development and/or integration requirements for all phases of THE PROGRAM to all commercial customers, prime contractors, or the government, with such proposals or bids to include the work identified as falling within MATECH’s area of responsibility as defined in Exhibit A and to include, unmodified, the provisions of MATECH’s proposal input relative to those areas of responsibility. 6) If and when awarded a prime contract or contracts relating to THE PROGRAM, award a subcontract to MATECH for the work identified as falling within MATECH’s area of responsibility as defined in Exhibit A, subject to agreement following good faith negotiations as to delivery schedules, price and other terms and conditions. Any such subcontract shall be the same contract type as the prime contract (for example, Cost Plus Fixed Fee, Cost Plus Incentive Fee, Firm Fixed Price, etc.) and include those terms and conditions which are required by government regulations to be flowed down to major subcontractors. 7) If and when awarded a prime contract or contracts related to THE PROGRAM, provide overall Program Management. 8) Cooperate with MATECH XXXXXX in a reasonable and practicable manner to facilitate the successful competition of the Team for all contracts relative to THE PROGRAM.