Common use of MATECH’s Responsibilities Clause in Contracts

MATECH’s Responsibilities. 1) Provide qualified personnel to participate in any meetings e-R may hold with: (i) any contractor seeking or acting in a role of prime contractor concerning the use of THE PROGRAM as a part of a related system or bid; or (ii) a commercial customer or the government concerning the feasibility of obtaining a contract or contracts with such contractor, commercial customer, or the government related to providing the requirements for all phases of THE PROGRAM. 2) Respond in a timely manner to all solicitations received from e-R relating to MATECH’s area of responsibility for THE PROGRAM. 3) Provide qualified personnel, as requested, to assist e-R in any discussions and negotiations with prospective or actual commercial customers, prime contractors, or the government relating to the development, submittal or negotiation of proposals relating to the requirements for THE PROGRAM. 4) Accept subcontracts from e-R for the work identified in Exhibit A as falling within MATECH’s area of responsibility, 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 which are required by government regulations to be flowed down to major subcontractors. MATECH’s commitment is further subject to the following: a) In the event that any prime contract awarded omits more than 10% of the work identified in Exhibit A as falling within MATECH’s area of responsibility, MATECH shall have the option of: (i) negotiating a subcontract for such lesser effort; or (ii) terminating this Agreement, as it relates to that prime contract effort only, upon written notice to e-R. b) Termination of this Agreement, in whole or in part, as provided in this paragraph, shall not relieve the Parties from their obligations with respect to the other Party’s proprietary information and such obligations to survive such termination. Excepting this limitation, upon termination of any part of THE PROGRAM efforts hereunder, either Party may pursue that program effort so terminated independent of the other. 5) Cooperate generally with e-R, in a reasonable and practicable manner, to facilitate the successful competition of the Team for all contracts relative to all phases of THE PROGRAM.

MATECH’s Responsibilities. 1) Provide qualified personnel to participate in any meetings e-R may hold with: (i) any contractor seeking or acting in a role of prime contractor concerning the use of THE PROGRAM as a part of a related system or bid; or (ii) a commercial customer or the government concerning the feasibility of obtaining a contract or contracts with such contractor, commercial customer, or the government related to providing the requirements for all phases of THE PROGRAM. 2) Respond in a timely manner to all solicitations received from e-R relating to MATECH’s area of responsibility for THE PROGRAM. 3) Provide qualified personnel, as requested, to assist e-R in any discussions and negotiations with prospective or actual commercial customers, prime contractors, or the government relating to the development, submittal or negotiation of proposals relating to the requirements for THE PROGRAM. 4) Accept subcontracts from e-R for the work identified in Exhibit A as falling within MATECH’s area of responsibility, 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 which are required by government regulations to be flowed down to major subcontractors. MATECH’s commitment is further subject to the following: a) In the event that any prime contract awarded omits more than 10% of the work identified in Exhibit A as falling within MATECH’s area of responsibility, MATECH shall have the option of: (i) negotiating a subcontract for such lesser effort; or (ii) terminating this Agreement, as it relates to that prime contract effort only, upon written notice to e-R. b) Termination of this Agreement, in whole or in part, as provided in this paragraph, shall not relieve the Parties from their obligations with respect to the other Party’s proprietary information and such obligations to survive such termination. Excepting this limitation, upon termination of any part of THE PROGRAM efforts hereunder, either Party may pursue that program effort so terminated independent of the other.such 5) Cooperate generally with e-R, in a reasonable and practicable manner, to facilitate the successful competition of the Team for all contracts relative to all phases of THE PROGRAM.

MATECH’s Responsibilities. 1) Provide qualified personnel to participate in any meetings e-R may hold with: (i) any contractor seeking or acting in a role of prime contractor concerning the use of THE PROGRAM as a part of a related system or bid; or (ii) a commercial customer or the government concerning the feasibility of obtaining a contract or contracts with such contractor, commercial customer, or the government related to providing the requirements for all phases of THE PROGRAM. 2) Respond in a timely manner to all solicitations received from e-R relating to MATECH’s area of responsibility for THE PROGRAM. 3) Provide qualified personnel, as requested, to assist e-R in any discussions and negotiations with prospective or actual commercial customers, prime contractors, or the government relating to the development, submittal or negotiation of proposals relating to the requirements for THE PROGRAM. 4) Accept subcontracts from e-R for the work identified in Exhibit A as falling within MATECH’s area of responsibility, 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 which are required by government regulations to be flowed down to major subcontractors. MATECHXXXXXX’s commitment is further subject to the following: a) In the event that any prime contract awarded omits more than 10% of the work identified in Exhibit A as falling within MATECH’s area of responsibility, MATECH shall have the option of: (i) negotiating a subcontract for such lesser effort; or (ii) terminating this Agreement, as it relates to that prime contract effort only, upon written notice to e-R. b) Termination of this Agreement, in whole or in part, as provided in this paragraph, shall not relieve the Parties from their obligations with respect to the other Party’s proprietary information and such obligations to survive such termination. Excepting this limitation, upon termination of any part of THE PROGRAM efforts hereunder, either Party may pursue that program effort so terminated independent of the other. 5) Cooperate generally with e-R, in a reasonable and practicable manner, to facilitate the successful competition of the Team for all contracts relative to all phases of THE PROGRAM.