Common use of Limited risk of loss Clause in Contracts

Limited risk of loss. (1) The Contractor shall not be liable for loss or destruction of, or damage to, the Government property provided under this contract or for expenses incidental to such loss, destruction, or damage, except as provided in subparagraphs (2) and (3) below. (2) The Contractor shall be responsible for loss or destruction of, or damage to, the Government property provided under this contract (including expenses incidental to such loss, destruction, or damage)-- (i) That results from a risk expressly required to be insured under this contract, but only to the extent of the insurance required to be purchased and maintained or to the extent of insurance actually purchased and maintained, whichever is greater; (ii) That results from a risk that is in fact covered by insurance or for which the Contractor is otherwise reimbursed, but only to the extent of such insurance or reimbursement; (iii) For which the Contractor is otherwise responsible under the express terms of this contract; (iv) That results from willful misconduct or lack of good faith on the part of the Contractor's managerial personnel; or (v) That results from a failure on the part of the Contractor, due to willful misconduct or lack of good faith on the part of the Contractor's managerial personnel, to establish and administer a program or system for the control, use, protection, preservation, maintenance, and repair of Government property as required by paragraph (e) of this clause. (i) If the Contractor fails to act as provided by subdivision (g)(2)(v) above, after being notified (by certified mail addressed to one of the Contractor's managerial personnel) of the Government's disapproval, withdrawal of approval, or nonacceptance of the system or program, it shall be conclusively presumed that such failure was due to willful misconduct or lack of good faith on the part of the Contractor's managerial personnel. (ii) In such event, any loss or destruction of, or damage to, the Government property shall be presumed to have resulted from such failure unless the Contractor can establish by clear and convincing evidence that such loss, destruction, or damage-- (A) Did not result from the Contractor's failure to maintain an approved program or system; or (B) Occurred while an approved program or system was maintained by the Contractor. (4) If the Contractor transfers Government property to the possession and control of a subcontractor, the transfer shall not affect the liability of the Contractor for loss or destruction of, or damage to, the property as set forth above. However, the Contractor shall require the subcontractor to assume the risk of, and be responsible for, any loss or destruction of, or damage to, the property while in the subcontractor's possession or control, except to the extent that the subcontract, with the advance approval of the Contracting Officer, relieves the subcontractor from such liability. In the absence of such approval, the subcontract shall contain appropriate provisions requiring the return of all Government property in as good condition as when received, except for reasonable wear and tear or for its use in accordance with the provisions of the prime contract. (5) [The contractor shall notify the contracting officer u]pon loss or destruction of, or damage to, government property provided under this contract, [with the exception of low value property for which loss, damage, or destruction is reported at contract termination, completion, or when needed for continued contract performance. T]he Contractor shall take all reasonable action to protect the Government property from further damage, separate the damaged and undamaged Government property, put all the affected Government property in the best possible order, and furnish to the Contracting Officer a statement of-- (i) The lost, destroyed, or damaged Government property; (ii) The time and origin of the loss, destruction, or damage; (iii) All known interests in commingled property of which the Government property is a part; and (iv) The insurance, if any, covering any part of or interest in such commingled property. (6) The Contractor shall repair, renovate, and take such other action with respect to damaged Government property as the Contracting Officer directs. If the Government property is destroyed or damaged beyond practical repair, or is damaged and so commingled or combined with property of others (including the Contractor's) that separation is impractical, the Contractor may, with the approval of and subject to any conditions imposed by the Contracting Officer, sell such property for the account of the Government. Such sales may be made in order to minimize the loss to the Government, to permit the resumption of business, or to accomplish a similar purpose. The Contractor shall be entitled to an equitable adjustment in the contract price for the expenditures made in performing the obligations under this subparagraph (g)

Limited risk of loss. (1) The Contractor shall not be liable for loss or destruction of, or damage to, the Government property provided under this contract or for expenses incidental to such loss, destruction, or damage, except as provided in subparagraphs (2) and (3) below. (2) The Contractor shall be responsible for loss or destruction of, or damage to, the Government property provided under this contract (including expenses incidental to such loss, destruction, or damage)--damage)— (i) That results from a risk expressly required to be insured under this contract, but only to the extent of the insurance required to be purchased and maintained or to the extent of insurance actually purchased and maintained, whichever is greater); (ii) That results from a risk that is in fact covered by insurance or for which the Contractor is otherwise reimbursed, but only to the extent of such insurance or reimbursement; (iii) For which the Contractor is otherwise responsible under the express terms of this contract; (iv) That results from willful misconduct or lack of good faith on the part of the Contractor's ’s managerial personnel; or (v) That results from a failure on the part of the Contractor, due to willful misconduct or lack of good faith on the part of the Contractor's ’s managerial personnel, to establish and administer a program or system for the control, use, protection, preservation, maintenance, and repair of Government property as required by paragraph (e) of this clause. (i) If the Contractor fails to act as provided by in subdivision (g)(2)(v) above, after being notified (by certified mail addressed to one of the Contractor's ’s managerial personnel) of the Government's ’s disapproval, withdrawal of approval, or nonacceptance of the system or program, it shall be conclusively presumed that such failure was due to willful misconduct or lack of good faith on the part of the Contractor's ’s managerial personnel. (ii) In such event, any loss or destruction of, or damage to, the Government property shall be presumed to have resulted from such failure unless the Contractor can establish by clear and convincing evidence that such loss, destruction, or damage--damage — (A) Did not result from the Contractor's ’s failure to maintain an approved program or system; or (B) Occurred while an approved program or system was maintained by the Contractor. (4) If the Contractor transfers Government property to the possession and control of a subcontractor, the transfer shall not affect the liability of the Contractor for loss or destruction of, or damage to, the property as set forth above. However, the Contractor shall require the subcontractor to assume the risk of, and be responsible for, any loss or destruction of, or damage to, the property while in the subcontractor's possession or control, except to the extent that the subcontract, with the advance approval of the Contracting Officer, relieves the subcontractor from such liability. In the absence of such approval, the subcontract shall contain appropriate provisions requiring the return of all Government property in as good condition as when received, except for reasonable wear and tear or for its use in accordance with the provisions of the prime contract. (5) [The contractor shall notify the contracting officer u]pon loss or destruction of, or damage to, government property provided under this contract, [with the exception of low value property for which loss, damage, or destruction is reported at contract termination, completion, or when needed for continued contract performance. T]he Contractor shall take all reasonable action to protect the Government property from further damage, separate the damaged and undamaged Government property, put all the affected Government property in the best possible order, and furnish to the Contracting Officer a statement of-- (i) The lost, destroyed, or damaged Government property; (ii) The time and origin of the loss, destruction, or damage; (iii) All known interests in commingled property of which the Government property is a part; and (iv) The insurance, if any, covering any part of or interest in such commingled property. (6) The Contractor shall repair, renovate, and take such other action with respect to damaged Government property as the Contracting Officer directs. If the Government property is destroyed or damaged beyond practical repair, or is damaged and so commingled or combined with property of others (including the Contractor's) that separation is impractical, the Contractor may, with the approval of and subject to any conditions imposed by the Contracting Officer, sell such property for the account of the Government. Such sales may be made in order to minimize the loss to the Government, to permit the resumption of business, or to accomplish a similar purpose. The Contractor shall be entitled to an equitable adjustment in the contract price for the expenditures made in performing the obligations under this subparagraph (g)

Limited risk of loss. (1) The Contractor shall not be liable for loss or destruction of, or damage to, the Government property provided under this contract or for expenses incidental to such loss, destruction, or damage, except as provided in subparagraphs (2) and (3) below. (2) The Contractor shall be responsible for loss or destruction of, or damage to, the Government property provided under this contract (including expenses incidental to such loss, destruction, or damage)-- (i) That results from a risk expressly required to be insured under this contract, but only to the extent of the insurance required to be purchased and maintained or to the extent of insurance actually purchased and maintained, whichever is greater; (ii) That results from a risk that is in fact covered by insurance or for which the Contractor is otherwise reimbursed, but only to the extent of such insurance or reimbursement; (iii) For which the Contractor is otherwise responsible under the express terms of this contract; (iv) That results from willful misconduct or lack of good faith on the part of the Contractor's managerial personnel; or (v) That results from a failure on the part of the Contractor, due to willful misconduct or lack of good faith on the part of the Contractor's managerial personnel, to establish and administer a program or system for the control, use, protection, preservation, maintenance, and repair of Government property as required by paragraph (e) of this clause. (i) If the Contractor fails to act as provided by subdivision (g)(2)(v) above, after being notified (by certified mail addressed to one of the Contractor's managerial personnel) of the Government's disapproval, withdrawal of approval, or nonacceptance of the system or program, it shall be conclusively presumed that such failure was due to willful misconduct or lack of good faith on the part of the Contractor's managerial personnel. (ii) In such event, any loss or destruction of, or damage to, the Government property shall be presumed to have resulted from such failure unless the Contractor can establish by clear and convincing evidence that such loss, destruction, or damage-- (A) Did not result from the Contractor's failure to maintain an approved program or system; or (B) Occurred while an approved program or system was maintained by the Contractor. (4) If the Contractor transfers Government property to the possession and control of a subcontractor, the transfer shall not affect the liability of the Contractor for loss or destruction of, or damage to, the property as set forth above. However, the Contractor shall require the subcontractor to assume the risk of, and be responsible for, any loss or destruction of, or damage to, the property while in the subcontractor's possession or control, except to the extent that the subcontract, with the advance approval of the Contracting Officer, relieves the subcontractor from such liability. In the absence of such approval, the subcontract shall contain appropriate provisions requiring the return of all Government property in as good condition as when received, except for reasonable wear and tear or for its use in accordance with the provisions of the prime contract. (5) [The contractor shall notify the contracting officer u]pon upon loss or destruction of, or damage to, government Government property provided under this contract, [with the exception of low value property for which loss, damage, or destruction is reported at contract termination, completion, or when needed for continued contract performance. T]he The Contractor shall take all reasonable action to protect the Government property from further damage, separate the damaged and undamaged Government property, put all the affected Government property in the best possible order, and furnish to the Contracting Officer a statement of-- (i) The lost, destroyed, or damaged Government property; (ii) The time and origin of the loss, destruction, or damage; (iii) All known interests in commingled property of which the Government property is a part; and (iv) The insurance, if any, covering any part of or interest in such commingled property. (6) The Contractor shall repair, renovate, and take such other action with respect to damaged Government property as the Contracting Officer directs. If the Government property is destroyed or damaged beyond practical repair, or is damaged and so commingled or combined with property of others (including the Contractor's) that separation is impractical, the Contractor may, with the approval of and subject to any conditions imposed by the Contracting Officer, sell such property for the account of the Government. Such sales may be made in order to minimize the loss to the Government, to permit the resumption of business, or to accomplish a similar purpose. The Contractor shall be entitled to an equitable adjustment in the contract price for the expenditures made in performing the obligations under this subparagraph (g)

Limited risk of loss. (1) The Contractor shall not be liable for loss or destruction of, or damage to, the Government property provided under this contract or for expenses incidental to such loss, destruction, or damage, except as provided in subparagraphs (2) and (3) below. (2) The Contractor shall be responsible for loss or destruction of, or damage to, the Government property provided under this contract (including expenses incidental to such loss, destruction, or damage)--damage)— (i) That results from a risk expressly required to be insured under this contract, but only to the extent of the insurance required to be purchased and maintained or to the extent of insurance actually purchased and maintained, whichever is greater;; CONTINUATION SHEET Reference No. of Document Being Continued Page 35 of 69 PIIN/SIIN W15P7T-07-D-J402 MOD/AMD Name of Offeror or Contractor: COMTECH MOBILE DATACOM CORPORATION (ii) That results from a risk that is in fact covered by insurance or for which the Contractor is otherwise reimbursed, but only to the extent of such insurance or reimbursement; (iii) For which the Contractor is otherwise responsible under the express terms of this contract; (iv) That results from willful misconduct or lack of good faith on the part of the Contractor's ’s managerial personnel; or (v) That results from a failure on the part of the Contractor, due to willful misconduct or lack of good faith on the part of the Contractor's ’s managerial personnel, to establish and administer a program or system for the control, use, protection, preservation, maintenance, and repair of Government property as required by paragraph (e) of this clause. (i) If the Contractor fails to act as provided by subdivision (g)(2)(v) above, after being notified (by certified mail addressed to one of the Contractor's ’s managerial personnel) of the Government's ’s disapproval, withdrawal of approval, or nonacceptance of the system or program, it shall be conclusively presumed that such failure was due to willful misconduct or lack of good faith on the part of the Contractor's ’s managerial personnel. (ii) In such event, any loss or destruction of, or damage to, the Government property shall be presumed to have resulted from such failure unless the Contractor can establish by clear and convincing evidence that such loss, destruction, or damage--damage— (A) Did not result from the Contractor's ’s failure to maintain an approved program or system; or (B) Occurred while an approved program or system was maintained by the Contractor. (4) If the Contractor transfers Government property to the possession and control of a subcontractor, the transfer shall not affect the liability of the Contractor for loss or destruction of, or damage to, the property as set forth above. However, the Contractor shall require the subcontractor to assume the risk of, and be responsible for, any loss or destruction of, or damage to, the property while in the subcontractor's ’s possession or control, except to the extent that the subcontract, with the advance approval of the Contracting Officer, relieves the subcontractor from such liability. In the absence of such approval, the subcontract shall contain appropriate provisions requiring the return of all Government property in as good condition as when received, except for reasonable wear and tear or for its use in accordance with the provisions of the prime contract. (5) [The contractor shall notify the contracting officer u]pon loss or destruction of, or damage to, government property provided under this contract, [with the exception of low value property for which loss, damage, or destruction is reported at contract termination, completion, or when needed for continued contract performance. T]he Contractor shall take all reasonable action to protect the Government property from further damage, separate the damaged and undamaged Government property, put all the affected Government property in the best possible order, and furnish to the Contracting Officer a statement of--of — (i) The lost, destroyed, or damaged Government property; (ii) The time and origin of the loss, destruction, or damage; (iii) All known interests in commingled property of which the Government property is a part; and (iv) The insurance, if any, covering any part of or interest in such commingled property. (6) The Contractor shall repair, renovate, and take such other action with respect to damaged Government property as the Contracting Officer directs. If the Government property is destroyed or damaged beyond practical repair, or is damaged and so commingled or combined with property of others (including the Contractor's’s) that separation is impractical, the Contractor may, with the approval of and subject to any conditions imposed by the Contracting Officer, sell such property for the account of the Government. Such sales may be made in order to minimize the loss to the Government, CONTINUATION SHEET Reference No. of Document Being Continued Page 36 of 69 PIIN/SIIN W15P7T-07-D-J402 MOD/AMD Name of Offeror or Contractor: COMTECH MOBILE DATACOM CORPORATION to permit the resumption of business, or to accomplish a similar purpose. The Contractor shall be entitled to an equitable adjustment in the contract price for the expenditures made in performing the obligations under this subparagraph (g)(6) in accordance with paragraph (h) of this clause. However, the Government may directly reimburse the loss and salvage organization for any of their charges. The Contracting Officer shall give due regard to the Contractor’s liability under this paragraph (g)) when making any such equitable adjustment. (7) The Contractor shall not be reimbursed for, and shall not include as an item of overhead, the cost of insurance or of any reserve covering risk of loss or destruction of, or damage to, Government property, except to the extent that the Government may have expressly required the Contractor to carry such insurance under another provision of this contract. (8) In the event the Contractor is reimbursed or otherwise compensated for any loss or destruction of, or damage to, Government property, the Contractor shall use the proceeds to repair, renovate, or replace the lost, destroyed, or damaged Government property or shall otherwise credit the proceeds to, or equitably reimburse, the Government, as directed by the Contracting Officer. (9) The Contractor shall do nothing to prejudice the Government’s rights to recover against third parties for any loss or destruction of, or damage to, Government property. Upon the request of the Contracting Officer, the Contractor shall, at the Government’s expense, furnish to the Government all reasonable assistance and cooperation (including the prosecution of suit and the execution of instruments of assignment in favor of the Government) in obtaining recovery. In addition, where a subcontractor has not been relieved from liability for any loss or destruction of, or damage to, Government property, the Contractor shall enforce for the benefit of the Government the liability of the subcontractor for such loss, destruction, or damage.

Limited risk of loss. (1) The Contractor shall not be liable for loss or destruction of, or damage to, the Government property provided under this contract or for expenses incidental to such loss, destruction, or damage, except as provided in subparagraphs (2) and (3) below. (2) The Contractor shall be responsible for loss or destruction of, or damage to, the Government property provided under this contract (including expenses incidental to such loss, destruction, or damage)--damage) — (i) That results from a risk expressly required to be insured under this contract, but only to the extent of the insurance required to be purchased and maintained or to the extent of insurance actually purchased and maintained, whichever is greater; (ii) That results from a risk that is in fact covered by insurance or for which the Contractor is otherwise reimbursed, but only to the extent of such insurance or reimbursement; (iii) For which the Contractor is otherwise responsible under the express terms of this contract; (iv) That results from willful misconduct or lack of good faith on the part of the Contractor's ’s managerial personnel; or (v) That results from a failure on the part of the Contractor, due to willful misconduct or lack of good faith on the part of the Contractor's ’s managerial personnel, to establish and administer a program or system for the control, use, protection, preservation, maintenance, and repair of Government property as required by paragraph (e) of this clause. (i) If the Contractor fails to act as provided by subdivision (g)(2)(v) above, after being notified (by certified mail addressed to one of the Contractor's ’s managerial personnel) of the Government's ’s disapproval, withdrawal of approval, or nonacceptance of the system or program, it shall be conclusively presumed that such failure was due to willful misconduct or lack of good faith on the part of the Contractor's ’s managerial personnel. (ii) In such event, any loss or destruction of, or damage to, the Government property shall be presumed to have resulted from such failure unless the Contractor can establish by clear and convincing evidence that such loss, destruction, or damage--damage— (A) Did not result from the Contractor's ’s failure to maintain an approved program or system; or (B) Occurred while an approved program or system was maintained by the Contractor. (4) If the Contractor transfers Government property to the possession and control of a subcontractor, the transfer shall not affect the liability of the Contractor for loss or destruction of, or damage to, the property as set forth above. However, the Contractor shall require the subcontractor to assume the risk of, and be responsible for, any loss or destruction of, or damage to, the property while in the subcontractor's ’s possession or control, except to the extent that the subcontract, with the advance approval of the Contracting Officer, relieves the subcontractor from such liability. In the absence of such approval, the subcontract shall contain appropriate provisions requiring the return of all Government property in as good condition as when received, except for reasonable wear and tear or for its use in accordance with the provisions of the prime contract. (5) [The contractor shall notify the contracting officer u]pon loss or destruction of, or damage to, government property provided under this contract, [with the exception of low value property for which loss, damage, or destruction is reported at contract termination, completion, or when needed for continued contract performance. T]he Contractor shall take all reasonable action to protect the Government property from further damage, separate the damaged and undamaged Government property, put all the affected Government property in the best possible order, and furnish to the Contracting Officer a statement of--of— (i) The lost, destroyed, or damaged Government property;; CONTINUATION SHEET Reference No. of Document Being Continued Page 62 of 79 PIIN/SIIN W52P1J-07-D-0007 MOD/AMD Name of Offeror or Contractor: DYNCORP INTERNATIONAL LLC (ii) The time and origin of the loss, destruction, or damage; (iii) All known interests in commingled property of which the Government property is a part; and (iv) The insurance, if any, covering any part of or interest in such commingled property. (6) The Contractor shall repair, renovate, and take such other action with respect to damaged Government property as the Contracting Officer directs. If the Government property is destroyed or damaged beyond practical repair, or is damaged and so commingled or combined with property of others (including the Contractor's’s) that separation is impractical, the Contractor may, with the approval of and subject to any conditions imposed by the Contracting Officer, sell such property for the account of the Government. Such sales may be made in order to minimize the loss to the Government, to permit the resumption of business, or to accomplish a similar purpose. The Contractor shall be entitled to an equitable adjustment in the contract price for the expenditures made in performing the obligations under this subparagraph (g)(6) in accordance with paragraph (h) of this clause. However, the Government may directly reimburse the loss and salvage organization for any of their charges. The Contracting Officer shall give due regard to the Contractor’s liability under this paragraph (g)) when making any such equitable adjustment. (7) The Contractor shall not be reimbursed for, and shall not include as an item of overhead, the cost of insurance or of any reserve covering risk of loss or destruction of, or damage to, Government property, except to the extent that the Government may have expressly required the Contractor to carry such insurance under another provision of this contract. (8) In the event the Contractor is reimbursed or otherwise compensated for any loss or destruction of, or damage to, Government property, the Contractor shall use the proceeds to repair, renovate, or replace the lost, destroyed, or damaged Government property or shall otherwise credit the proceeds to, or equitably reimburse, the Government, as directed by the Contracting Officer. (9) The Contractor shall do nothing to prejudice the Government’s rights to recover against third parties for any loss or destruction of, or damage to, Government property. Upon the request of the Contracting Officer, the Contractor shall, at the Government’s expense, furnish to the Government all reasonable assistance and cooperation (including the prosecution of suit and the execution of instruments of assignment in favor of the Government) in obtaining recovery. In addition, where a subcontractor has not been relieved from liability for any loss or destruction of, or damage to, Government property, the Contractor shall enforce for the benefit of the Government the liability of the subcontractor for such loss, destruction, or damage.

Limited risk of loss. (1) . The Contractor Seller shall not be liable for loss or destruction of, or damage to, the Government property provided under this contract subcontract or for expenses incidental to such loss, destruction, or damage, except as provided in subparagraphs (2) . and (3) . below. (2) . The Contractor Seller shall be responsible for loss or destruction of, or damage to, the Government property provided under this contract subcontract (including expenses incidental to such loss, destruction, or damage)--damage)— (i) a. That results from a risk expressly required to be insured under this contractsubcontract, but only to the extent of the insurance required to be purchased and maintained or to the extent of insurance actually purchased and maintained, whichever is greater; (ii) b. That results from a risk that is in fact covered by insurance or for which the Contractor Seller is otherwise reimbursed, but only to the extent of such insurance or reimbursement; (iii) c. For which the Contractor Seller is otherwise responsible under the express terms of this contractsubcontract; (iv) d. That results from willful misconduct or lack of good faith on the part of the ContractorSeller's managerial personnel; or (v) e. That results from a failure on the part of the ContractorSeller, due to willful misconduct or lack of good faith on the part of the ContractorSeller's managerial personnel, to establish and administer a program or system for the control, use, protection, preservation, maintenance, and repair of Government property as required by paragraph (e) of this clauseprovision. (i) 3. a. If the Contractor Seller fails to act as provided by subdivision (g)(2)(v) G. 2. e. above, after being notified (by certified mail addressed to one of the ContractorSeller's managerial personnel) of the Government's disapproval, withdrawal of approval, or nonacceptance of the system or program, it shall be conclusively presumed that such failure was due to willful misconduct or lack of good faith on the part of the ContractorSeller's managerial personnel. (ii) In such event, any loss or destruction of, or damage to, the Government property shall be presumed to have resulted from such failure unless the Contractor can establish by clear and convincing evidence that such loss, destruction, or damage-- (A) Did not result from the Contractor's failure to maintain an approved program or system; or (B) Occurred while an approved program or system was maintained by the Contractor. (4) If the Contractor transfers Government property to the possession and control of a subcontractor, the transfer shall not affect the liability of the Contractor for loss or destruction of, or damage to, the property as set forth above. However, the Contractor shall require the subcontractor to assume the risk of, and be responsible for, any loss or destruction of, or damage to, the property while in the subcontractor's possession or control, except to the extent that the subcontract, with the advance approval of the Contracting Officer, relieves the subcontractor from such liability. In the absence of such approval, the subcontract shall contain appropriate provisions requiring the return of all Government property in as good condition as when received, except for reasonable wear and tear or for its use in accordance with the provisions of the prime contract. (5) [The contractor shall notify the contracting officer u]pon loss or destruction of, or damage to, government property provided under this contract, [with the exception of low value property for which loss, damage, or destruction is reported at contract termination, completion, or when needed for continued contract performance. T]he Contractor shall take all reasonable action to protect the Government property from further damage, separate the damaged and undamaged Government property, put all the affected Government property in the best possible order, and furnish to the Contracting Officer a statement of-- (i) The lost, destroyed, or damaged Government property; (ii) The time and origin of the loss, destruction, or damage; (iii) All known interests in commingled property of which the Government property is a part; and (iv) The insurance, if any, covering any part of or interest in such commingled property. (6) The Contractor shall repair, renovate, and take such other action with respect to damaged Government property as the Contracting Officer directs. If the Government property is destroyed or damaged beyond practical repair, or is damaged and so commingled or combined with property of others (including the Contractor's) that separation is impractical, the Contractor may, with the approval of and subject to any conditions imposed by the Contracting Officer, sell such property for the account of the Government. Such sales may be made in order to minimize the loss to the Government, to permit the resumption of business, or to accomplish a similar purpose. The Contractor shall be entitled to an equitable adjustment in the contract price for the expenditures made in performing the obligations under this subparagraph (g)

Limited risk of loss. (1) The Contractor shall not be liable for loss or destruction of, or damage to, the Government property provided under this contract or for expenses incidental to such loss, destruction, or damage, except as provided in subparagraphs (2) and (3) below. (2) The Contractor shall be responsible for loss or destruction of, or damage to, the Government property provided under this contract (including expenses incidental to such loss, destruction, or damage)--damage)— (i) That results from a risk expressly required to be insured under this contract, but only to the extent of the insurance required to be purchased and maintained or to the extent of insurance actually purchased and maintained, whichever is greater; (ii) That results from a risk that is in fact covered by insurance or for which the Contractor is otherwise reimbursed, but only to the extent of such insurance or reimbursement; (iii) For which the Contractor is otherwise responsible under the express terms of this contract; (iv) That results from willful misconduct or lack of good faith on the part of the Contractor's ’s managerial personnel; or (v) That results from a failure on the part of the Contractor, due to willful misconduct or CONTINUATION SHEET Reference No. of Document Being Continued PIIN/SIIN W15P7T-04-C-P001 MOD/AMD Page 22 of 30 Name of Offeror or Contractor: IRVINE SENSORS CORPORATION lack of good faith on the part of the Contractor's ’s managerial personnel, to establish and administer a program or system for the control, use, protection, preservation, maintenance, and repair of Government property as required by paragraph (e) of this clause. (i) If the Contractor fails to act as provided by subdivision (g)(2)(v) above, after being notified (by certified mail addressed to one of the Contractor's ’s managerial personnel) of the Government's ’s disapproval, withdrawal of approval, or nonacceptance of the system or program, it shall be conclusively presumed that such failure was due to willful misconduct or lack of good faith on the part of the Contractor's ’s managerial personnel. (ii) In such event, any loss or destruction of, or damage to, the Government property shall be presumed to have resulted from such failure unless the Contractor can establish by clear and convincing evidence that such loss, destruction, or damage--damage— (A) Did not result from the Contractor's ’s failure to maintain an approved program or system; or (B) Occurred while an approved program or system was maintained by the Contractor. (4) If the Contractor transfers Government property to the possession and control of a subcontractor, the transfer shall not affect the liability of the Contractor for loss or destruction of, or damage to, the property as set forth above. However, the Contractor shall require the subcontractor to assume the risk of, and be responsible for, any loss or destruction of, or damage to, the property while in the subcontractor's ’s possession or control, except to the extent that the subcontract, with the advance approval of the Contracting Officer, relieves the subcontractor from such liability. In the absence of such approval, the subcontract shall contain appropriate provisions requiring the return of all Government property in as good condition as when received, except for reasonable wear and tear or for its use in accordance with the provisions of the prime contract. (5) [The contractor shall notify the contracting officer u]pon loss or destruction of, or damage to, government property provided under this contract, [with the exception of low value property for which loss, damage, or destruction is reported at contract termination, completion, or when needed for continued contract performance. T]he Contractor shall take all reasonable action to protect the Government property from further damage, separate the damaged and undamaged Government property, put all the affected Government property in the best possible order, and furnish to the Contracting Officer a statement of--of— (i) The lost, destroyed, or damaged Government property; (ii) The time and origin of the loss, destruction, or damage; (iii) All known interests in commingled property of which the Government property is a part; and (iv) The insurance, if any, covering any part of or interest in such commingled property. (6) The Contractor shall repair, renovate, and take such other action with respect to damaged Government property as the Contracting Officer directs. If the Government property is destroyed or damaged beyond practical repair, or is damaged and so commingled or combined with property of others (including the Contractor's’s) that separation is impractical, the Contractor may, with the approval of and subject to any conditions imposed by the Contracting Officer, sell such property for the account of the Government. Such sales may be made in order to minimize the loss to the Government, to permit the resumption of business, or to accomplish a similar purpose. The Contractor shall be entitled to an equitable adjustment in the contract price for the expenditures made in performing the obligations under this subparagraph (g)(6) in accordance with paragraph (h) of this clause. However, the Government may directly reimburse the loss and salvage organization for any of their charges. The Contracting Officer shall give due regard to the Contractor’s liability under this paragraph (g)) when making any such equitable adjustment. (7) The Contractor shall not be reimbursed for, and shall not include as an item of overhead, the cost of insurance or of any reserve covering risk of loss or destruction of, or damage to, Government property, except to the extent that the Government may have expressly required the Contractor to carry such insurance under another provision of this contract. CONTINUATION SHEET Reference No. of Document Being Continued PIIN/SIIN W15P7T-04-C-P001 MOD/AMD Page 23 of 30 Name of Offeror or Contractor: IRVINE SENSORS CORPORATION (8) In the event the Contractor is reimbursed or otherwise compensated for any loss or destruction of, or damage to, Government property, the Contractor shall use the proceeds to repair, renovate, or replace the lost, destroyed, or damaged Government property or shall otherwise credit the proceeds to, or equitably reimburse, the Government, as directed by the Contracting Officer. (9) The Contractor shall do nothing to prejudice the Government’s rights to recover against third parties for any loss or destruction of, or damage to, Government property. Upon the request of the Contracting Officer, the Contractor shall, at the Government’s expense, furnish to the Government all reasonable assistance and cooperation (including the prosecution of suit and the execution of instruments of assignment in favor of the Government) in obtaining recovery. In addition, where a subcontractor has not been relieved from liability for any loss or destruction of, or damage to, Government property, the Contractor shall enforce for the benefit of the Government the liability of the subcontractor for such loss, destruction, or damage.

Limited risk of loss. (1) The term Contrac- tor’s managerial personnel, as used in this paragraph (g), means the Contractor’s direc- tors, officers, and any of the Contractor’s managers, superintendents, or equivalent representatives who have supervision or di- rection of— (i) All or substantially all of the Contrac- tor’s business; (ii) All or substantially all of the Contrac- tor’s operation at any one plant or separate location at which the contract is being per- formed; or (iii) A separate and complete major indus- trial operation connected with performing this contract. (2) The Contractor shall not be liable for loss or destruction of, or damage to, the Government Gov- ernment property provided under this contract con- tract (or, if an educational or nonprofit orga- nization, for expenses incidental to such loss, destruction, or damage), except as provided in subparagraphs (23) and (34) below. (23) The Contractor shall be responsible for loss or destruction of, or damage to, the Government Gov- ernment property provided under this contract con- tract (including expenses incidental to such loss, destruction, or damage)--damage)— (i) That results from a risk expressly required re- quired to be insured under this contract, but only to the extent of the insurance required to be purchased and maintained maintained, or to the extent of insurance actually purchased and maintained, whichever is greater; (ii) That results from a risk that is in fact covered by insurance or for which the Contractor Con- tractor is otherwise reimbursed, but only to the extent of such insurance or reimbursementreimburse- ment; (iii) For which the Contractor is otherwise responsible under the express terms of this contract; (iv) That results from willful misconduct or lack of good faith on the part of the Contractor's Con- tractor’s managerial personnel; or (v) That results from a failure on the part of the Contractor, due to willful misconduct or lack of good faith on the part of the Contractor's Con- tractor’s managerial personnel, to establish and administer a program or system for the control, use, protection, preservation, maintenancemain- tenance, and repair of Government property as required by paragraph (e) of this clause. (i) If the Contractor fails to act as provided by pro- vided in subdivision (g)(2)(vg)(3)(v) above, after being notified (by certified mail addressed to one of the Contractor's ’s managerial personnelper- sonnel) of the Government's ’s disapproval, withdrawal of approval, or nonacceptance of the system or program, it shall be conclusively conclu- sively presumed that such failure was due to willful misconduct or lack of good faith on the part of the Contractor's ’s managerial personnelper- sonnel. (ii) In such event, any loss or destruction of, or damage to, the Government property shall be presumed to have resulted from such failure unless the Contractor can establish by clear and convincing evidence that such loss, destruction, or damage--damage— (A) Did not result from the Contractor's ’s failure to maintain an approved program or system; or (B) Occurred while an approved program or system was maintained by the Contractor. (45) If the Contractor transfers Government property to the possession and control of a subcontractor, the transfer shall not affect the liability of the Contractor for loss or destruction de- struction of, or damage to, the property as set forth above. However, the Contractor shall require the subcontractor to assume the risk of, and be responsible for, any loss or destruction of, or damage to, the property while in the subcontractor's ’s possession or control, except to the extent that the subcontractsub- contract, with the advance approval of the Contracting Officer, relieves the subcontractor subcon- tractor from such liability. In the absence of such approval, the subcontract shall contain appropriate provisions requiring the return of all Government property in as good condition condi- tion as when received, except for reasonable wear and tear or for its use in accordance with the provisions of the prime contract. (56) [The contractor shall notify the contracting officer u]pon Upon loss or destruction of, or damage to, government Government property provided under this contract, [the Contractor shall so notify the Contracting Officer and shall communicate with the exception loss and salvage organization, if any, designated by the Contracting Officer. With the assistance of low value property for which lossany such organiza- tion, damage, or destruction is reported at contract termination, completion, or when needed for continued contract performance. T]he the Contractor shall take all reasonable reason- able action to protect the Government property prop- erty from further damage, separate the damaged dam- aged and undamaged Government property, put all the affected Government property in the best possible order, and furnish to the Contracting Officer a statement of--of— (i) The lost, destroyed, or damaged Government Govern- ment property; (ii) The time and origin of the loss, destructionde- struction, or damage; (iii) All known interests in commingled property of which the Government property is a part; and (iv) The insurance, if any, covering any part of or interest in such commingled propertyprop- erty. (67) The Contractor shall repair, renovate, and take such other action with respect to damaged Government property as the Contracting Con- tracting Officer directs. If the Government property is destroyed or damaged beyond practical repair, or is damaged and so commingled com- mingled or combined with property of others (including the Contractor's’s) that separation is impractical, the Contractor may, with the approval of and subject to any conditions imposed im- posed by the Contracting Officer, sell such property for the account of the Government. Such sales may be made in order to minimize mini- xxxx the loss to the Government, to permit the resumption of business, or to accomplish a similar purpose. The Contractor shall be entitled to an equitable adjustment in the contract price for the expenditures made in performing the obligations under this subparagraph sub- paragraph (g)(7) in accordance with para- graph (h) of this clause. However, the Gov- ernment may directly reimburse the loss and salvage organization for any of their charges. The Contracting Officer shall give due regard to the Contractor’s liability under this paragraph (g)) when making any such equitable adjustment. (8) The Contractor represents that it is not including in the price and agrees it will not hereafter include in any price to the Govern- ment any charge or reserve for insurance (in- cluding any self- insurance fund or reserve) covering loss or destruction of, or damage to, Government property, except to the extent that the Government may have expressly re- quired the Contractor to carry such insur- ance under another provision of this con- tract. (9) In the event the Contractor is xxxx- bursed or otherwise compensated for any loss or destruction of, or damage to, Government property, the Contractor shall use the pro- ceeds to repair, renovate, or replace the lost, destroyed, or damaged Government property or shall otherwise credit the proceeds to or equitably reimburse the Government, as di- rected by the Contracting Officer. (10) The Contractor shall do nothing to prejudice the Government’s rights to recover against third parties for any loss or destruc- tion of, or damage to, Government property. Upon the request of the Contracting Officer, the Contractor shall, at the Government’s expense, furnish to the Government all rea- sonable assistance and cooperation (includ- ing the prosecution of suit and the execution of instruments of assignment in favor of the Government) in obtaining recovery. In addi- tion, where a subcontractor has not been re- lieved from liability for any loss or destruc- tion of, or damage to, Government property, the Contractor shall enforce for the benefit of the Government the liability of the sub- contractor for such loss, destruction, or damage. (c) and (g) of the basic clause:

Limited risk of loss. (1) The Contractor shall not be liable for loss or destruction of, or damage to, the Government property provided under this contract or for expenses incidental to such loss, destruction, or damage, except as provided in subparagraphs (2) and (3) below. (2) The Contractor shall be responsible for loss or destruction of, or damage to, the Government property provided under this contract (including expenses incidental to such loss, destruction, or damage)-- (i) That results from a risk expressly required to be insured under this contract, but only to the extent of the insurance required to be purchased and maintained or to the extent of insurance actually purchased and maintained, whichever is greater; (ii) That results from a risk that is in fact covered by insurance or for which the Contractor is otherwise reimbursed, but only to the extent of such insurance or reimbursement; (iii) For which the Contractor is otherwise responsible under the express terms of this contract; (iv) That results from willful misconduct or lack of good faith on the part of the Contractor's managerial personnel; or (v) That results from a failure on the part of the Contractor, due to willful misconduct or lack of good faith on the part of the Contractor's managerial personnel, to establish and administer a program or system for the control, use, protection, preservation, maintenance, and repair of Government property as required by paragraph (e) of this clause. (i) If the Contractor fails to act as provided by subdivision (g)(2)(v) above, after being notified (by certified mail addressed to one of the Contractor's managerial personnel) of the Government's disapproval, withdrawal of approval, or nonacceptance of the system or program, it shall be conclusively presumed that such failure was due to willful misconduct or lack of good faith on the part of the Contractor's managerial personnel. (ii) In such event, any loss or destruction of, or damage to, the Government property shall be presumed to have resulted from such failure unless the Contractor can establish by clear and convincing evidence that such loss, destruction, or damage-- (A) Did not result from the Contractor's failure to maintain an approved program or system; or (B) Occurred while an approved program or system was maintained by the Contractor. (4) If the Contractor transfers Government property to the possession and control of a subcontractor, the transfer shall not affect the liability of the Contractor for loss or destruction of, or damage to, the property as set forth above. However, the Contractor shall require the subcontractor to assume the risk of, and be responsible for, any loss or destruction of, or damage to, the property while in the subcontractor's possession or control, except to the extent that the subcontract, with the advance approval of the Contracting Officer, relieves the subcontractor from such liability. In the absence of such approval, the subcontract shall contain appropriate provisions requiring the return of all Government property in as good condition as when received, except for reasonable wear and tear or for its use in accordance with the provisions of the prime contract. (5) [The contractor shall notify the contracting officer u]pon upon loss or destruction of, or damage to, government Government property provided under this contract, [with the exception of low value property for which loss, damage, or destruction is reported at contract termination, completion, or when needed for continued contract performance. T]he The Contractor shall take all reasonable action to protect the Government property from further damage, separate the damaged and undamaged Government property, put all the affected Government property in the best possible order, and furnish to the Contracting Officer a statement of-- (i) The lost, destroyed, or damaged Government property; (ii) The time and origin of the loss, destruction, or damage; (iii) All known interests in commingled property of which the Government property is a part; and (iv) The insurance, if any, covering any part of or interest in such commingled property. (6) The Contractor shall repair, renovate, and take such other action with respect to damaged Government property as the Contracting Officer directs. If the Government property is destroyed or damaged beyond practical repair, or is damaged and so commingled or combined with property of others (including the Contractor's) that separation is impractical, the Contractor may, with the approval of and subject to any conditions imposed by the Contracting Officer, sell such property for the account of the Government. Such sales may be made in order to minimize the loss to the Government, to permit the resumption of business, or to accomplish a similar purpose. The Contractor shall be entitled to an equitable adjustment in the contract price for the expenditures made in performing the obligations under this subparagraph (g)(6) in accordance with paragraph (h) of this clause. However, the Government may directly reimburse the loss and salvage organization for any of their charges. The Contracting Officer shall give due regard to the Contractor's liability under this paragraph (g)) when making any such equitable adjustment. (7) The Contractor shall not be reimbursed for, and shall not include as an item of overhead, the cost of insurance or of any reserve covering risk of loss or destruction of, or damage to, Government property, except to the extent that the Government may have expressly required the Contractor to carry such insurance under another provision of this contract. (8) In the event the Contractor is reimbursed or otherwise compensated for any loss or destruction of, or damage to, Government property, the Contractor shall use the proceeds to repair, renovate, or replace the lost, destroyed, or damaged Government property or shall otherwise credit the proceeds to, or equitably reimburse, the Government, as directed by the Contracting Officer. (9) The Contractor shall do nothing to prejudice the Government's rights to recover against third parties for any loss or destruction of, or damage to, Government property. Upon the request of the Contracting Officer, the Contractor shall, at the Government's expense, furnish to the Government all reasonable assistance and cooperation (including the prosecution of suit and the execution of instruments of assignment in favor of the Government) in obtaining recovery. In addition, where a subcontractor has not been relieved from liability for any loss or destruction of, or damage to, Government property, the Contractor shall enforce for the benefit of the Government the liability of the subcontractor for such loss, destruction, or damage.