Common use of U.S. Government Contracts Clause in Contracts

U.S. Government Contracts. This Article 28 applies only if the Agreement is for the direct or indirect sale, or is funded in whole or in part by, an agency of the U.S.federal government, or a state government, or any other U.S.government instrumentality or political subdivision (collectively "U.S.government entity"). Unless otherwise expressly stated and specifically agreed in ABB's Proposal: (a) Xxxxxxxxx agrees that: (i) all Equipment, Software, and Services provided by ABB meet the definition of "commer- cial-off-the-shelf" ("COTS") or "commercial product" or "commercial service" or "commercial computer software" as those terms are defined in Federal Acquisition Regulation ("FAR") 2.101. (ii) ABB technical data and computer software are developed at ABB's private expense and not in performance of the Agreement. ABB retains ownership and proprietary rights in all technical data and computer software provided to Purchaser under the Agreement and under a U.S.Government contract or subcontract. Neither the Purchaser, the U.S.Government nor any higher-tier contractor under a U.S.Government contract will obtain any rights in ABB technical data or computer software beyond the rights provided under ABB's standard com- mercial licenses consistent with FAR 12.211 and 12.212. (iii) to the extent the Buy American Act (41 U.S.C. §§ 8301 –8305, as amended), Trade Agreements Act (19 U.S.C. §§ 2501 – 2581, as amended), Build America, Buy America(Pub. L. 117-58, December 29, 2022, as amended) or other domestic preference requirements are applicable to this Agreement, the country of origin of Equipment or Software is unknown. (iv) the version of any applicable FAR clause listed in this Article 28 shall be the one in effect on the effective date of this Agreement. (b) If Purchaser is an agency of the U.S. Government, then as permitted by FAR 12.302, Pur- chaser agrees that: (i) all paragraphs of FAR 52.212-4 (except those listed in 12.302(b)) are replaced with these Terms and Conditions. (ii) only the clauses identified in FAR 52.212-5 apply and only to the extent applicable for sale of COTS and/or commercial products and/or commercial services and as appropriate for the purchase order price. (iii) any Services offered by ABB are exempt from the Service Contract Act of 1965 (41 U.S.C. §§ 6701 - 6707, as amended). (iv) all other U.S. Government agency contract provisions are rejected. (c) If Purchaser is procuring as a contractor, or subcontractor at any tier, on behalf of an agency of a U.S. government entity, then Purchaser agrees that: (i) only the clauses identified in FAR 52.212-5(e)(1) or 52.244-6(c)(1) (whichever is applica- ble) apply and only to the extent applicable for sale of COTS and/or commercial products and/or services and as appropriate for the purchase order price. (ii) Purchaser shall notify ABB prior to transmitting any Controlled Unclassified Information ("CUI") to ABB, and only upon written authorization by ABB may Purchaser transmit CUI to ABB. Purchaser shall transmit CUI to ABB in accordance with applicable CUI safeguarding and/or dissemination authority requirements. (iii) prevailing wage and related public works labor and employment laws or regulations are not applicable to ABB's services offered in the Proposal. (iv) Purchaser is solely responsible for its obligations to its customer(s), including validating that ABB's Proposal fulfills Purchaser's U.S. Government contracting obligations, if any. To the extent the terms and conditions of Purchaser's customer contract(s) are different from the terms and conditions of this Agreement, Purchaser shall defend, indemnify and hold ABB harmless from and against all losses, liabilities, cost, expense (including attorney's fees and expenses of litigation and/or settlement), damages, allegations, claims, causes of action and judgments resulting from such difference. In no event will Purchaser withhold payment due to ABB for any dispute or liability incurred between Purchaser and its customer(s).

U.S. Government Contracts. This Article 28 applies only if the Agreement is for the direct or indirect sale, or is funded in whole or in part by, an agency of the U.S.federal U.S. federal government, or a state government, or any other U.S.government U.S. government instrumentality or political subdivision (collectively "U.S.government “U.S. government entity"”). Unless otherwise expressly stated and specifically agreed in ABB's ’s Proposal: (a) Xxxxxxxxx agrees that: (i) all Equipment, Software, and Services provided by ABB meet the definition of "commer- cial“commercial-off-the-shelf" ” ("“COTS"”) or "“commercial product" ” or "“commercial service" ” or "“commercial computer software" ” as those terms are defined in Federal Acquisition Regulation ("“FAR"”) 2.101. (ii) ABB technical data and computer software are developed at ABB's ’s private expense and not in performance of the Agreement. ABB retains ownership and proprietary rights in all technical data and computer software provided to Purchaser under the Agreement and under a U.S.Government U.S. Government contract or subcontract. Neither the Purchaser, the U.S.Government U.S. Government nor any higher-tier contractor under a U.S.Government U.S. Government contract will obtain any rights in ABB technical data or computer software beyond the rights provided under ABB's ’s standard com- mercial commercial licenses consistent with FAR 12.211 and 12.212. (iii) to the extent the Buy American Act (41 U.S.C. §§ 8301 –– 8305, as amended), Trade Agreements Act (19 U.S.C. §§ 2501 – 2581, as amended), Build America, Buy America(PubAmerica (Pub. L. 117-58, December 29, 2022, as amended) or other domestic preference requirements are applicable to this Agreement, the country of origin of Equipment or Software is unknown. (iv) the version of any applicable FAR clause listed in this Article 28 shall be the one in effect on the effective date of this Agreement. (b) If Purchaser is an agency of the U.S. Government, then as permitted by FAR 12.302, Pur- chaser Xxxxxxxxx agrees that: (i) all paragraphs of FAR 52.212-4 (except those listed in 12.302(b)) are replaced with these Terms and Conditions. (ii) only the clauses identified in FAR 52.212-5 apply and only to the extent applicable for sale of COTS and/or commercial products and/or commercial services and as appropriate for the purchase order price. (iii) any Services offered by ABB are exempt from the Service Contract Act of 1965 (41 U.S.C. §§ 6701 - 6707, as amended). (iv) all other U.S. Government agency contract provisions are rejected. (c) If Purchaser is procuring as a contractor, or subcontractor at any tier, on behalf of an agency of a U.S. government entity, then Purchaser Xxxxxxxxx agrees that: (i) only the clauses identified in FAR 52.212-5(e)(1) or 52.244-52.244- 6(c)(1) (whichever is applica- bleapplicable) apply and only to the extent applicable for sale of COTS and/or commercial products and/or services and as appropriate for the purchase order price. (ii) Purchaser shall notify ABB prior to transmitting any Controlled Unclassified Information ("“CUI"”) to ABB, and only upon written authorization by ABB may Purchaser transmit CUI to ABB. Purchaser shall transmit CUI to ABB in accordance with applicable CUI safeguarding and/or dissemination authority requirements. (iii) prevailing wage and related public works labor and employment laws or regulations are not applicable to ABB's ’s services offered in the Proposal. (iv) Purchaser is solely responsible for its obligations to its customer(s), including validating that ABB's ’s Proposal fulfills Purchaser's ’s U.S. Government contracting obligations, if any. To the extent the terms and conditions of Purchaser's ’s customer contract(s) are different from the terms and conditions of this Agreement, Purchaser shall defend, indemnify and hold ABB harmless from and against all losses, liabilities, cost, expense (including attorney's ’s fees and expenses of litigation and/or settlement), damages, allegations, claims, causes of action and judgments resulting from such difference. In no event will Purchaser withhold payment due to ABB for any dispute or liability incurred between Purchaser and its customer(s).