Common use of RIGHTS AND INTERESTS Clause in Contracts

RIGHTS AND INTERESTS. All rights and interests resulting from this lease shall pass directly from the Lessor to the government. The NTESS-controlled premises shall be operated as government premises in accordance with this lease. SUBCONTRACTING All lower-tier subcontracts shall be made in the name of the Subcontractor and shall not bind nor purport to bind NTESS or shall not relieve Subcontractor of any obligation under this purchase order/contract. If Subcontractor subcontracts any work in the performance of this subcontract, Subcontractor shall incorporate into every such lower-tier subcontract an appropriate set of Sandia Ts&Cs found at xxxx://xxx.xxxxxx.xxx/working_with_sandia/procurement/current_suppliers/contractor_bidder/terms-conditions.html or may use the latest revision of SF6432-CI for the purchase of Commercial Items that are products or SF 6432-CS for commercial services, into any such lower-tier subcontract. SUSPECT/COUNTERFEIT ITEMS (S/CI) Suspect/counterfeit item(s), fraudulent services, and fraudulent misrepresentation of goods or services, are of serious concern to NTESS because they not only threaten personal safety, equipment, and system reliability; but also may inhibit compliance with regulatory standards. Failure of a safety or mission critical system due to S/CI could also result in security implications at DOE facilities. Definitions Suspect Item(s). An item is suspect when inspection or testing indicates that it may not conform to established Government or industry-accepted specifications or standards; and/or the item’s documentation, appearance, performance, material, or other characteristics may have been misrepresented by the vendor, supplier, distributor, or manufacturer. Counterfeit Item(s). A counterfeit item is one that has been copied, substituted, or appended without legal right or authority or whose material, performance, or characteristics have been misrepresented or not fully disclosed by the vendor, supplier, distributor, or manufacturer. Suspect/Counterfeit Items (S/CI) include but are not limited to: (i) items that are intentionally manufactured, refurbished, appended, or altered to imitate original products without authorization in order to be passed off as genuine; (ii) unlawful or unauthorized substitution or addition of component parts; (iii) false identification of grade, lot number, serial number, or performance characteristics, (iv) fraudulent services; (v) misrepresented items and services, (vi) items that introduce unintended features such as surveillance, transmissions, or other malicious characteristics. The following provisions supplement and incorporate the existing subcontract terms by reference: Subcontractor expressly warrants that all items, services, or software provided under this subcontract are suitable for the intended or specified use, and do not include unintended or unspecified characteristics. Subcontractor warrants and shall ensure that counterfeit items, including component parts, and/or materials will not be furnished or delivered to NTESS. Subcontractor warrants authorized and lawful use of any labels, trademarks, or logos designed for/affixed to items supplied or delivered to NTESS. Subcontractor warrants that all items, goods, or services provided to NTESS are verifiably compliant with applicable quality, and/or safety and manufacturing standards including, but not limited to U.S. Government or industry-accepted specifications and national consensus standards. Subcontractor shall use counterfeit prevention and/or quality assurance procedures, that include a S/CI detection program. Subcontractor shall immediately notify NTESS if Subcontractor suspects, or becomes aware of used or counterfeit goods furnished to NTESS. Subcontractor is required to disclose the source of the S/CI to NTESS and shall provide documentation authenticating traceability of affected item(s). Subcontractor must immediately notify NTESS by either: contacting the SP (listed on the first page of this subcontract); or emailing the SNL Suspect/Counterfeit Items Program Coordinator at xxxxxx@xxxxxx.xxx. Unless otherwise specified, Subcontractor shall purchase directly from product manufacturers or authorized manufacturer distributors whenever possible. Suspect/counterfeit items furnished under this subcontract will be impounded by NTESS. Subcontractor may be required to replace such items, at no cost, with items acceptable to NTESS. Subcontractor shall be liable for all costs relating to discovery, removal, impoundment, and replacement of materials and equipment that exhibit suspect or counterfeit item characteristics or conditions. Subcontractor shall indemnify NTESS, its agents, and third parties for any financial loss, injury, or property damage resulting directly or indirectly from any and all suspect or counterfeit services, goods, software, materials, components, or parts. Detection of suspect counterfeit item(s), services, or software; evidence of misrepresentation of goods or services; or any fraudulent misrepresentations may result in reporting and/or investigation by the Department of Energy and the Office of the Inspector General. If this subcontract provides for the use of credit cards, their use in no way relieves the Subcontractor from complying with all requirements of this section. Additional detailed information is available at the Department of Energy (DOE) webpage and in the DOE Suspect/Counterfeit Items Resource Handbook. For questions or to report suspect or counterfeit items, materials, services, or software email the SNL Suspect/Counterfeit Items Program Coordinator at xxxxxx@xxxxxx.xxx. Suspected fraud, waste, or abuse by a DOE employee, Subcontractor, or grant recipient involving DOE programs may also be reported to the Office of Inspector General by phone (000) 000-0000, or by email xxxxxxxxx@xx.xxx.xxx. Additional information is available at: xxxx://xxxxxx.xxx/ig/office-inspector-general. PROTECTION OF PERSONALLY IDENTIFIABLE INFORMATION (PII) In performing this subcontract, the Subcontractor may be provided with PII relating to NTESS employees, Subcontractor employees, and any other individuals related to the work under this subcontract. The Subcontractor agrees that the Subcontractor shall take all reasonable steps and precautions to ensure this provided PII is adequately controlled, protected and only used to perform work called for under this subcontract. For the purposes of this agreement PII is defined as: Any of the information listed below that can be used to distinguish or trace an individual's identity, is collected and maintained for the purpose of conducting official NTESS business, and is not solely comprised of information that is available to the general public: social security number, driver's license number, passport number, other federal- or state-issued identification card number, bank account number (with or without routing number, access code, or Personal Identification Number [PIN]), financial or benefit account number in combination with any required code permitting access, background information or verification reports or credit report, including consumer reports, medical or health information, including biometric, biomonitoring, or genetic information, employment history including ratings, salary, wage, deduction information, and disciplinary actions, security clearance history or related information, criminal history, date of birth or age, place of birth, mother’s maiden name, race or ethnicity. Notes: One means of distinguishing or tracing an individual’s identity is to include the first name or the first initial and last name of an individual in combination with any information listed above. PII does not include information that is on NTESS computing resources as a result of incidental personal use of computing and information resources or other assets. Loss of Control of PII: If the Subcontractor becomes aware or suspects that any NTESS provided PII, has been inappropriately, taken, used, disclosed, and/or released or that the controls for access to the information have been compromised, the Subcontractor shall immediately take steps to prohibit further disclosure and will give verbal notice to NTESS’ Security Incident Management Program (SIMP) by calling and reporting the incident at either at (505) 283-SIMP (7467) or for subcontracts issued in California call (000) 000-0000 (these are manned 7 days a week 24 hours a day). After notifying SIMP, also verbally notify the SP and SDR (if one is identified in this subcontract). In addition to the immediate verbal notifications, written notification will be provided to the SP and SDR (if one is identified in the subcontract,) within 72 hours of the Subcontractor’s learning of the situation. The Subcontractor shall cooperate with NTESS and provide information needed to allow NTESS to evaluate the nature and extent of the release or loss of control. The provisions of this clause shall survive and continue in force following the completion of work under this agreement until such time that any provided PII is either destroyed in its entirety in a manner that ensures it is not readable or decipherable through any means, or that the information including all copies is returned to NTESS. The Subcontractor shall ensure that these provisions shall be made applicable to any lower-tier subcontractor or non-governmental third party who receives PII provided through this agreement. SUPERINTENDENT Xxxxxx agrees to have a NTESS-controlled premises superintendent or a locally designated representative available to promptly correct deficiencies upon notification from the SDR.

RIGHTS AND INTERESTS. All rights and interests resulting from this lease contract shall pass directly from the Lessor Contractor to the government. The NTESSFAR 52.227-controlled premises shall be operated 17 applies to all deliverables which are copyrightable works produced as government premises in accordance with this lease. SUBCONTRACTING All lower-tier subcontracts shall be made in the name part of the Subcontractor and shall not bind nor purport to bind NTESS or shall not relieve Subcontractor performance of any obligation under this purchase order/contract. CI17 - RISK OF LOSS If Subcontractor Sandia is responsible for the risk of loss during transportation of compliant item, Sandia shall compensate Contractor the lesser of: (1) the agreed price of such item, or (2) the Contractor's cost of replacing such item; and such loss shall entitle the Contractor to an equitable adjustment in delivery schedule obligations. CI18 - SUBCONTRACTS If Contractor subcontracts any work in the performance of this subcontractcontract, Subcontractor Contractor shall incorporate into every such lower-tier subcontract contract an appropriate set of Sandia Ts&Cs found at xxxx://xxx.xxxxxx.xxx/working_with_sandia/procurement/current_suppliers/contractor_bidder/terms-conditions.html or at: xxxx://xxx.xxxxxx.xxx/bus-ops/scm/Contractor/Contractor- info.html Terms and Conditions Tab (CI Commercial items) may use the latest revision of SF6432-CI be used for the purchase of Commercial commercial item. CI19 - Suspect/Counterfeit Items that are products or SF 6432-CS for commercial services, into any such lower-tier subcontract. SUSPECT/COUNTERFEIT ITEMS (S/CI) (1/08) Suspect/counterfeit item(s), fraudulent services, and fraudulent misrepresentation of goods items or services, services are of a serious concern to NTESS Sandia because they not only threaten present a potential threat to personal safety, equipment, equipment and system reliability; but also may inhibit reliability and/or compliance with regulatory environmental standards. Failure of a safety or mission critical system due to an S/CI could also result in have security implications at DOE facilities. Definitions Suspect Item(s). An item is suspect when inspection or testing indicates that it may not conform to established Government or industry-accepted specifications or standards; and/or the item’s documentationNotwithstanding other warranty provisions of this Contract, appearance, performance, material, or other characteristics may have been misrepresented by the vendor, supplier, distributor, or manufacturer. Counterfeit Item(s). A counterfeit item is one that has been copied, substituted, or appended without legal right or authority or whose material, performance, or characteristics have been misrepresented or not fully disclosed by the vendor, supplier, distributor, or manufacturer. Suspect/Counterfeit Items (S/CI) include but are not limited to: (i) items that are intentionally manufactured, refurbished, appended, or altered to imitate original products without authorization in order to be passed off as genuine; (ii) unlawful or unauthorized substitution or addition of component parts; (iii) false identification of grade, lot number, serial number, or performance characteristics, (iv) fraudulent services; (v) misrepresented items and services, (vi) items that introduce unintended features such as surveillance, transmissions, or other malicious characteristics. The following provisions supplement and incorporate the existing subcontract terms by reference: Subcontractor Contractor expressly warrants that all items, services, or software items provided under this subcontract Contract are suitable for the intended or specified use, use and do not include unintended that no suspect or unspecified characteristics. Subcontractor warrants and shall ensure that suspect counterfeit items, including component parts, and/or parts or materials will not be have been furnished or delivered to NTESSSandia under this Contract. Subcontractor warrants authorized and lawful use of any labels, trademarksContractor's warranty also extends to labels and/or trademarks or logos affixed, or logos designed for/affixed to be affixed, to items supplied or delivered to NTESSthe Sandia. Subcontractor warrants In the event that a suspect or suspect counterfeit item, as defined herein, is identified and/or delivered to Sandia, Contractor agrees to comply all itemsrequirements stated in this Clause. 10 Definitions Suspect Item: A suspect item is an item in which there is an indication by visual inspection, goodstesting, or services provided other verifiable information, that the item may not conform to NTESS are verifiably compliant with applicable quality, and/or safety and manufacturing standards including, but not limited to established U.S. Government or industry-accepted specifications and national consensus standards. Subcontractor shall use counterfeit prevention and/or quality assurance procedures, that include a S/CI detection program. Subcontractor shall immediately notify NTESS if Subcontractor suspects, or becomes aware of used or counterfeit goods furnished to NTESS. Subcontractor is required to disclose the source of the S/CI to NTESS and shall provide documentation authenticating traceability of affected item(s). Subcontractor must immediately notify NTESS by either: contacting the SP (listed on the first page of this subcontract); or emailing the SNL Suspect/Counterfeit Items Program Coordinator at xxxxxx@xxxxxx.xxx. Unless otherwise specified, Subcontractor shall purchase directly from product manufacturers or authorized manufacturer distributors whenever possible. Suspect/counterfeit items furnished under this subcontract will be impounded by NTESS. Subcontractor may be required to replace such items, at no cost, with items acceptable to NTESS. Subcontractor shall be liable for all costs relating to discovery, removal, impoundment, and replacement of materials and equipment that exhibit suspect or counterfeit item characteristics or conditions. Subcontractor shall indemnify NTESS, its agents, and third parties for any financial loss, injury, or property damage resulting directly or indirectly from any and all suspect or counterfeit services, goods, software, materials, components, or parts. Detection of suspect counterfeit item(s), services, or software; evidence of misrepresentation of goods or services; or any fraudulent misrepresentations may result in reporting and/or investigation by the Department of Energy and the Office of the Inspector General. If this subcontract provides for the use of credit cards, their use in no way relieves the Subcontractor from complying with all requirements of this section. Additional detailed information is available at the Department of Energy (DOE) webpage and in the DOE Suspect/Counterfeit Items Resource Handbook. For questions or to report suspect or counterfeit items, materials, services, or software email the SNL Suspect/Counterfeit Items Program Coordinator at xxxxxx@xxxxxx.xxx. Suspected fraud, waste, or abuse by a DOE employee, Subcontractor, or grant recipient involving DOE programs may also be reported to the Office of Inspector General by phone (000) 000-0000, or by email xxxxxxxxx@xx.xxx.xxx. Additional information is available at: xxxx://xxxxxx.xxx/ig/office-inspector-general. PROTECTION OF PERSONALLY IDENTIFIABLE INFORMATION (PII) In performing this subcontract, the Subcontractor may be provided with PII relating to NTESS employees, Subcontractor employees, and any other individuals related to the work under this subcontract. The Subcontractor agrees that the Subcontractor shall take all reasonable steps and precautions to ensure this provided PII is adequately controlled, protected and only used to perform work called for under this subcontract. For the purposes of this agreement PII is defined as: Any of the information listed below that can be used to distinguish or trace an individual's identity, is collected and maintained for the purpose of conducting official NTESS business, and is not solely comprised of information that is available to the general public: social security number, driver's license number, passport number, other federal- or state-issued identification card number, bank account number (with or without routing number, access code, or Personal Identification Number [PIN]), financial or benefit account number in combination with any required code permitting access, background information or verification reports or credit report, including consumer reports, medical or health information, including biometric, biomonitoring, or genetic information, employment history including ratings, salary, wage, deduction information, and disciplinary actions, security clearance history or related information, criminal history, date of birth or age, place of birth, mother’s maiden name, race or ethnicity. Notes: One means of distinguishing or tracing an individual’s identity is to include the first name or the first initial and last name of an individual in combination with any information listed above. PII does not include information that is on NTESS computing resources as a result of incidental personal use of computing and information resources or other assets. Loss of Control of PII: If the Subcontractor becomes aware or suspects that any NTESS provided PII, has been inappropriately, taken, used, disclosed, and/or released or that the controls for access to the information have been compromised, the Subcontractor shall immediately take steps to prohibit further disclosure and will give verbal notice to NTESS’ Security Incident Management Program (SIMP) by calling and reporting the incident at either at (505) 283-SIMP (7467) or for subcontracts issued in California call (000) 000-0000 (these are manned 7 days a week 24 hours a day). After notifying SIMP, also verbally notify the SP and SDR (if one is identified in this subcontract). In addition to the immediate verbal notifications, written notification will be provided to the SP and SDR (if one is identified in the subcontract,) within 72 hours of the Subcontractor’s learning of the situation. The Subcontractor shall cooperate with NTESS and provide information needed to allow NTESS to evaluate the nature and extent of the release or loss of control. The provisions of this clause shall survive and continue in force following the completion of work under this agreement until such time that any provided PII is either destroyed in its entirety in a manner that ensures it is not readable or decipherable through any means, or that the information including all copies is returned to NTESS. The Subcontractor shall ensure that these provisions shall be made applicable to any lower-tier subcontractor or non-governmental third party who receives PII provided through this agreement. SUPERINTENDENT Xxxxxx agrees to have a NTESS-controlled premises superintendent or a locally designated representative available to promptly correct deficiencies upon notification from the SDR.