Subcontract Terms & Conditions - Attainit

Subcontract Terms & Conditions

These General Terms and Conditions of Subcontracts (“Terms and Conditions”) shall apply to any work for All Business Machines, Inc. dba AttainIt by a Supplier or
Subcontractor (“Subcontractor”). Subcontractor agrees to be bound by these Terms and Conditions. Each Purchase Order constitutes a separate Subcontract incorporating these Terms and Conditions. These Terms and Conditions may be modified by AttainIt from time
to time, and the version of these Terms and Conditions posted on the date the Purchase Order is issued shall apply. 

 

For Purchase Orders to Suppliers/Subcontracts Using Federal Monies

 

Equal Employment Opportunity and Nondiscrimination Requirements for Compensation Disclosures

AttainIt will not discriminate against any employee or applicant for employment because of race, color, religion,
sex, sexual orientation, gender identity, or national origin. AttainIt will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation,
gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. AttainIt posts in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

 

AttainIt will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment
without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.

 

AttainIt will not discharge or in any other manner discriminate against any employee or applicant for employment
because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation
information of other employees or applicants as a part of such employee’s essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is
in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by AttainIt, or is consistent with AttainIt’s legal duty to furnish information.

 

AttainIt will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice advising the labor
union or workers’ representative of the contractor’s commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

 

AttainIt will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations,
and relevant orders of the Secretary of Labor.

 

AttainIt will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by
the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to books, records, and accounts by federal contracting officers and the Secretary of Labor for purposes of investigation to ascertain compliance with
such rules, regulations, and orders.

 

AttainIt will include these provisions in every subcontract or purchase order unless exempted by rules, regulations,
or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. AttainIt will take such action with respect to any subcontract or
purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event AttainIt becomes involved in, or is threatened with, litigation with a subcontractor
or vendor as a result of such direction, AttainIt may request the United States to enter into such litigation to protect the interests of the United States.

 

Reference:
https://www.federalregister.gov/articles/2015/09/11/2015-22547/government-contractors-prohibitions-against-pay-secrecy-policies-and-actions#h-23

 

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Encouraging Contractor Policies to Ban Text Messaging While Driving (Aug 2011)

(a) Definitions. As used in this clause—

“Driving”–

(1) Means operating a motor vehicle on an active roadway with the motor running, including while temporarily stationary because of traffic, a traffic light, stop sign, or otherwise.

(2) Does not include operating a motor vehicle with or without the motor running when one has pulled over to the side of, or off, an active roadway and has halted in a location where one can safely remain stationary.

“Text messaging” means reading from or entering data into any handheld or other electronic device, including for the purpose of short message service texting, e-mailing, instant messaging, obtaining navigational information, or engaging in any other form of
electronic data retrieval or electronic data communication. The term does not include glancing at or listening to a navigational device that is secured in a commercially designed holder affixed to the vehicle, provided that the destination and route are programmed
into the device either before driving or while stopped in a location off the roadway where it is safe and legal to park.

(b) This clause implements Executive Order 13513, Federal Leadership on Reducing Text Messaging While Driving, dated October 1, 2009.

(c) The Contractor is encouraged to—

(1) Adopt and enforce policies that ban text messaging while driving—

(i) Company-owned or -rented vehicles or Government-owned vehicles; or

(ii) Privately-owned vehicles when on official Government business or when performing any work for or on behalf of the Government.

(2) Conduct initiatives in a manner commensurate with the size of the business, such as—

(i) Establishment of new rules and programs or re-evaluation of existing programs to prohibit text messaging while driving; and

(ii) Education, awareness, and other outreach to employees about the safety risks associated with texting while driving.

(d) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (d), in all subcontracts that exceed the micro-purchase threshold.

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ATTAINIT

CODE OF ETHICS AND CONDUCT

FOR DOING BUSINESS WITH
GOVERNMENT CUSTOMERS

 

 

I.             INTRODUCTION

As a supplier of goods and services to federal, state, and local Government customers, as well as to the Government’s prime contractors, AttainIt is subject to a host of special statutes, regulations, and contract terms.  This
Code of Ethics and Conduct for Doing Business with Government Customers identifies several of the core guiding principles that govern our work with such customers.  Each employee who supports the Company’s Government business (including business with
the Government’s prime contractors) must read, be familiar with, and follow this Code.  Also, since many healthcare customers also are Government customers, AttainIt expects each employee who supports the Company’s Healthcare business to read, be familiar
with, and follow this Code as well.

This Code of Ethics and Conduct for Doing Business with Government Customers supplements AttainIt’s
Business Conduct Guidelines.

The Company values its federal, state and local government customers.  Doing business with the government is a public trust and involves a variety of procurement and ethics laws and regulations.

The Company will conduct business with its government customers in strict compliance with these rules and in a manner that avoids even the appearance of any conflict of interest.

You are expected to know and follow the procurement and ethics laws and regulations as they may impact the Company’s customers, both government and commercial.  Any questions or concerns should be raised with senior management. In the event that the concern
relates to senior management, you may report directly to the United States Office of Government Ethics here

http://www.oge.gov/Topics/Enforcement/Enforcement/
.

This Code of Ethics and Conduct for Doing Business with Government Customers provides additional specific guidance to those employees who support the Company’s Government business.

 

II.            THE CODE

  1. GIFTS AND GRATUITIES

Government agencies have strict rules that prevent or significantly limit the giving of anything of value to a Government employee.  Accordingly, it is Company policy that no employee shall offer or give anything of value (either directly or indirectly) to
a Government employee or a member of his/her immediate family.  This means that you cannot give money, gifts, services, favors, entertainment, employment, or anything else of value that would violate this policy.

Permissible exceptions to the no-gift rule may include (i) providing AttainIt-branded promotional items of nominal value such as a pen, calendar, or similar item displaying the AttainIt name or logo, (ii) providing modest refreshments such as soft drinks and
coffee on an occasional basis in connection with a legitimate business activity, and (iii) engaging in certain other activities approved in advance and in writing by senior management.

01

  1. CONTRACT PRICING, PERFORMANCE & ADMINISTRATION

It is Company policy to comply fully with all statutory, regulatory, and contractual provisions relating to the Company’s Government contracts.  In furtherance of this policy, each employee is responsible for:

    1. Reading, understanding, and adhering to the terms of and the rules pertaining to the contract
    2. Ensuring that all products and services are priced in accordance with the terms of the contract
    3. Ensuring that all products and services meet contractual requirements
    4. Ensuring that all statements, certifications, reports, and other documentation is prepared accurately and completely
    5. Maintaining all required documentation

Questions regarding what a given contract requires or regarding a request by a Government official to take action that appears to be contrary to the terms of a contract should be directed to senior management.

02

 

 

 

3.    PROCUREMENT INTEGRITY

Company employees must take all steps necessary to ensure the integrity of the Government’s procurement process.  To this end, AttainIt employees shall
not request or accept:

a.       Non-public information regarding a Government procurement

b.      Non-public information regarding the Government’s evaluation of proposals

c.       Non-public information regarding a competitor.

03

 

  1. HIRING GOVERNMENT PERSONNEL

Strict rules govern the recruitment and hiring of current and former Government employees.  These restrictions are even more severe in the context of a Government procurement.  Accordingly, employees must contact senior management prior to any discussions with
a current or former senior government employee – or with any current or former Government employee involved in the procurement process – regarding their future employment with the Company.

03a

  1. INTERNAL REPORTING

It is the responsibility of every AttainIt employee to promptly report knowledge or suspicion of potential wrongdoing – including, among other things, a violation of a statute, regulation, contract term, or this Code – to senior management.  Likewise, AttainIt
employees must similarly internally report knowledge or suspicion of any potential Government overpayment.

AttainIt has a strict policy that it will not retaliate or discriminate against an employee who reports actual knowledge or suspicion of wrongdoing or Government overpayment.

All employees are expected to cooperate fully in any investigation conducted by the Company.

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III.           IMPLEMENTATION

It is the responsibility of every AttainIt employee to promote a culture of compliance within his/her organization.  One element of that culture is reading, understanding, and adhering to this
Code of Ethics and Conduct for Doing Business with Government Customers.  To facilitate awareness and compliance, AttainIt provides training to all employees who support the Company’s government business (federal, state and local).  Training is conducted
periodically, is mandatory, and attendance will be taken.

Additionally, employees supporting AttainIt’s Government and Healthcare business will be required to execute an annual certification of compliance with this Code as a condition of employment.  This certificate is a supplement to the annual certification for
the Business Conduct Guidelines.  You should read this code carefully before you certify.  Note that you are being asked to certify both that you personally are in full compliance with this Code and that you are not aware
of any violations by other
Company employees.

 

IV.          VIOLATIONS OF THIS CODE

Employees found to have violated the letter or spirit of this Code may be subject to disciplinary action up to and including immediate discharge.  AttainIt reserves the right to determine whether certain activities violate this Code.

V.            QUESTIONS ABOUT THIS CODE

Questions or concerns regarding this Code should be directed to senior management.

All complaints regarding questionable accounting or auditing matters will be investigated.

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252.203-7002  Requirement
to Inform Employees of Whistleblower Rights.

As prescribed in 203.970,
use the following clause:

 

REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS

(SEP 2013)

 

      (a)  The Contractor shall inform its employees in writing, in the predominant native language of the workforce, of contractor
employee whistleblower rights and protections under 10 U.S.C. 2409, as described in subpart 203.9 of
the Defense Federal Acquisition Regulation Supplement.

 

      (b)  The Contractor shall include the substance of this clause, including this paragraph (b), in all subcontracts.

(End of clause)

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SUBPART 203.9—WHISTLEBLOWER PROTECTIONS FOR CONTRACTOR EMPLOYEES

(Revised April 28, 2014)

 

 

 203.900 Scope of subpart.
 203.901 Definitions.
 203.903 Policy.
 203.904 Procedures for filing complaints.
 203.905 Procedures for investigating complaints.
 203.906 Remedies.
 203.970 Contract clause.

203.900  Scope of subpart.

This subpart applies to DoD instead of FAR subpart 3.9.

 

      (1)  This subpart implements 10 U.S.C. 2409 as amended by section 846 of the National Defense Authorization Act for Fiscal Year 2008 (Pub.
L. 110-181), section 842 of the National Defense Authorization Act for Fiscal Year 2009 (Pub. L. 110-417), and section 827 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112-239).

 

      (2)  This subpart does not apply to any element of the intelligence community, as defined in 50 U.S.C. 3003(4). This subpart does not apply
to any disclosure made by an employee of a contractor or subcontractor of an element of the intelligence community if such disclosure—

 

              (i)  Relates to an activity or an element of the intelligence community; or

 

              (ii)  Was discovered during contract or subcontract services provided to an element of the intelligence community.

 

203.901  Definitions.

“Abuse of authority,” as used in this subpart, means an arbitrary and capricious exercise of authority that is inconsistent with the mission of DoD or the successful performance
of a DoD contract.

 

203.903  Policy.

 

      (1)  Prohibition.  10 U.S.C. 2409 prohibits contractors
and subcontractors from discharging, demoting, or otherwise discriminating against an employee as a reprisal for disclosing, to any of the entities listed at paragraph (3) of this section, information that the employee reasonably believes is evidence of gross
mismanagement of a DoD contract, a gross waste of DoD funds, an abuse of authority relating to a DoD contract, a violation of law, rule, or regulation related to a DoD contract (including the competition for or negotiation of a contract), or a substantial
and specific danger to public health or safety. Such reprisal is prohibited even if it is undertaken at the request of an executive branch official, unless the request takes the form of a non-discretionary directive and is within the authority of the executive
branch official making the request.

 

      (2)  Classified information.  As provided in section 827(h)
of the National Defense Authorization Act for Fiscal Year 2013, nothing in this subpart provides any rights to disclose classified information not otherwise provided by law.

 

      (3)  Entities to whom disclosure may be made

 

              (i)  A Member of Congress or a representative of a committee of Congress.

 

              (ii)  An Inspector General that receives funding from or has oversight over contracts awarded for or on behalf of DoD.

 

              (iii)  The Government Accountability Office.

 

              (iv)  A DoD employee responsible for contract oversight or management.

 

              (v)  An authorized official of the Department of Justice or other law enforcement agency.

 

              (vi)  A court or grand jury.

 

              (vii)  A management official or other employee of the contractor or subcontractor who has the responsibility to investigate, discover,
or address misconduct.

 

      (4)  Disclosure clarified.  An employee who initiates
or provides evidence of contractor or subcontractor misconduct in any judicial or administrative proceeding relating to waste, fraud, or abuse on a DoD contract shall be deemed to have made a disclosure.

 

      (5)  Contracting officer actions.  A contracting officer
who receives a complaint of reprisal of the type described in paragraph (1) of this section shall forward it to legal counsel or to the appropriate party in accordance with agency procedures.

 

203.904  Procedures for filing
complaints.

 

      (1)  Any employee of a contractor or subcontractor who believes that he or she has been discharged, demoted, or otherwise discriminated
against contrary to the policy in 203.903 may file a complaint with the Inspector General of the Department of Defense.

 

      (2)  A complaint may not be brought under this section more than three years after the date on which the alleged reprisal took place.

 

      (3)  The complaint shall be signed and shall contain—

 

              (i)  The name of the contractor;

 

              (ii)  The contract number, if known; if not, a description reasonably sufficient to identify the contract(s) involved;

 

              (iii)  The violation of law, rule, or regulation giving rise to the disclosure;

 

              (iv)  The nature of the disclosure giving rise to the discriminatory act, including the party to whom the information was disclosed;
and

 

              (v)  The specific nature and date of the reprisal..

 

203.905  Procedures for investigating
complaints.

 

      (1)  Unless the DoD Inspector General makes a determination that the complaint is frivolous, fails to allege a violation of the prohibition
in 203.903, or has been previously addressed in another Federal or State judicial or administrative proceeding initiated by the complainant, the DoD Inspector General will investigate the complaint. 

 

      (2)  If the DoD Inspector General investigates the complaint, the DoD Inspector General will—

 

              (i)  Notify the complainant, the contractor alleged to have committed the violation, and the head of the agency; and

 

              (ii)  Provide a written report of findings to the complainant, the contractor alleged to have committed the violation, and the head
of the agency.

 

      (3)  Upon completion of the investigation, the DoD Inspector General—

 

              (i)  Either will determine that the complaint is frivolous, fails to allege a violation of the prohibition in 203.903, or has been
previously addressed in another Federal or State judicial or administrative proceeding initiated by the complainant, or will submit the report addressed in paragraph (2) of this section within 180 days after receiving the complaint; and

 

              (ii)  If unable to submit a report within 180 days, will submit the report within the additional time period, up to 180 days, as
agreed to by the person submitting the complaint.

 

      (4)  The DoD Inspector General may not respond to any inquiry or disclose any information from or about any person alleging the reprisal,
except to the extent that such response or disclosure is—

 

              (i)  Made with the consent of the person alleging reprisal;

 

              (ii)  Made in accordance with 5 U.S.C. 552a (the Freedom of Information Act) or as required by any other applicable Federal law;
or

 

              (iii)  Necessary to conduct an investigation of the alleged reprisal.

 

      (5)  The legal burden of proof specified at paragraph (e) of 5 U.S.C. 1221 (Individual Right of Action in Certain Reprisal Cases) shall
be controlling for the purposes of an investigation conducted by the DoD Inspector General, decision by the head of an agency, or judicial or administrative proceeding to determine whether prohibited discrimination has occurred.

 

203.906  Remedies.

 

      (1)  Not later than 30 days after receiving a DoD Inspector General report in accordance with 203.905, the head of the agency shall determine
whether sufficient basis exists to conclude that the contractor has subjected the complainant to a reprisal as prohibited by 203.903 and shall either issue an order denying relief or shall take one or more of the following actions:

 

              (i)  Order the contractor to take affirmative action to abate the reprisal.

 

              (ii)  Order the contractor to reinstate the person to the position that the person held before the reprisal, together with compensatory
damages (including back pay), employment benefits, and other terms and conditions of employment that would apply to the person in that position if the reprisal had not been taken.

 

              (iii)  Order the contractor to pay the complainant an amount equal to the aggregate amount of all costs and expenses (including
attorneys’ fees and expert witnesses’ fees) that were reasonably incurred by the complainant for, or in connection with, bringing the complaint regarding the reprisal, as determined by the head of the agency.

 

      (2)  If the head of the agency issues an order denying relief or has not issued an order within 210 days after the submission of the complaint
or within 30 days after the expiration of an extension of time granted in accordance with 203.905(3)(ii), and there is no showing that such delay is due to the bad faith of the complainant—

 

              (i)  The complainant shall be deemed to have exhausted all administrative remedies with respect to the complaint; and

 

              (ii)  The complainant may bring a de novo action at law or equity against the contractor to seek compensatory damages and other
relief available under 10 U.S.C. 2409 in the appropriate district court of the United States, which shall have jurisdiction over such an action without regard to the amount in controversy. Such an action shall, at the request of either party to the action,
be tried by the court with a jury. An action under this authority may not be brought more than two years after the date on which remedies are deemed to have been exhausted.

 

      (3)  An Inspector General determination and an agency head order denying relief under paragraph (2) of this section shall be admissible
in evidence in any de novo action at law or equity brought pursuant to 10 U.S.C. 2409(c).     

 

      (4)  Whenever a contractor fails to comply with an order issued by the head of agency in accordance with 10 U.S.C. 2409, the head of the
agency or designee shall request the Department of Justice to file an action for enforcement of such order in the United States district court for a district in which the reprisal was found to have occurred. In any action brought under this paragraph, the
court may grant appropriate relief, including injunctive relief, compensatory and exemplary damages, and reasonable attorney fees and costs. The person upon whose behalf an order was issued may also file such an action or join in an action filed by the head
of the agency.     

 

      (5)  Any person adversely affected or aggrieved by an order issued by the head of the agency in accordance with 10 U.S.C. 2409 may obtain
judicial review of the order’s conformance with the law, and the implementing regulation, in the United States Court of Appeals for a circuit in which the reprisal is alleged in the order to have occurred. No petition seeking such review may be filed more
than 60 days after issuance of the order by the head of the agency or designee. Review shall conform to Chapter 7 of Title 5, Unites States Code. Filing such an appeal shall not act to stay the enforcement of the order by the head of an agency, unless a stay
is specifically entered by the court.     

 

      (6)  The rights and remedies provided for in this subpart may not be waived by any agreement, policy, form, or condition of employment.     

 

203.970  Contract clause.

 

See DoD Class
Deviation 2016-O0003
, Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements, issued October 29, 2015. This deviation is effective for contract actions issued using DoD funds appropriated by the Continuing Appropriations
Act, 2016 and any subsequent FY 2016 appropriations act that extends to FY 2016 funds the same restrictions as are contained in sections 743 of division E, Title VII of the Consolidated and Further Continuing Appropriations Act, 2015. This class deviation
remains in effect until incorporated in the FAR or otherwise rescinded.

 

See DoD Class
Deviation 2015-O0010
, Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements, issued February 5, 2015. This deviation is effective for contract actions issued using funds made available by the Financial Services
and General Government Appropriations Act, 2015 (Division E of the Consolidated and Further Continuing Appropriations Act, 2015, Pub. L. 113-235), or any other Act, to include the Department of Defense Appropriations Act, 2015. This class deviation remains
in effect until incorporated in the FAR or otherwise rescinded.

 

Use the clause at 252.203-7002,
Requirement to Inform Employees of Whistleblower Rights, in all solicitations and contracts.

 

 

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Child/Forced Labor.

Subcontractor recognizes that AttainIt is committed to the elimination of all forms of forced and compulsory labor and to the international effort to abolish child labor. Subcontractor hereby agrees to support AttainIt’s commitment. Accordingly, without limiting
the foregoing:

No Employee of Subcontractor may hire child or forced labor on behalf of Subcontractor, whether in connection with Subcontractor’s duties for AttainIt or otherwise.

Subcontractor is responsible for ensuring that its Employees will be alert to any evidence of child or forced labor abuses in operations linked to Subcontractor’s business. If a Subcontractor Employee suspects child or forced labor, such Subcontractor Employee
shall report their concerns immediately to their manager. Further if the concern pertains to Subcontractor’s duties for AttainIt, Subcontractor shall promptly notify ERM of the concern. Student educational work experience that pertains to Subcontractor’s duties
for AttainIt must be approved by AttainIt in writing in advance.

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AttainIt Conflict Minerals Policy Statement 

Introduction 

As many of our suppliers and customers have acknowledged publicly, the Dodd-Frank Act1 created a new expectation for product manufacturers, which may be far removed from the source of the raw minerals in their products.

AttainIt distributes hundreds of thousands of branded and private label products that are manufactured by thousands of other companies located around the world.

AttainIt is committed to acting in a socially and environmentally responsible manner, to complying with the law, to meeting its customer commitments, and to supporting its customers’ businesses.

Because of the complexity of many supply chains, and the lack of an established system for product manufacturers to track Conflict Minerals back to their source, the joint efforts over an extended period by many governments, industry groups, and companies will be required to make it possible to effectively trace Conflict Minerals back to their source.

This document sets forth the policy of AttainIt regarding Conflict Minerals.

Overview 

As a responsible company, AttainIt supports the goal of the Dodd-Frank Act of preventing armed groups in the Democratic Republic of the Congo and adjoining countries from benefitting from the sourcing of Conflict Minerals from that region.

As an industrial supply distributor of hundreds of thousands of branded and private label products manufactured by thousands of other companies located around the world, AttainIt is invariably many levels away from the beginning of the supply chain for the products it distributes.

This Policy shows AttainIt’s commitment and its expectations for its product suppliers regarding actions to address Conflict Minerals.

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Anti-Bribery/Corruption (“ABC”)

Subcontractor recognizes that AttainIt supports governmental efforts to combat bribery and corruption. Subcontractor hereby agrees to further AttainIt’s support. Accordingly, without limiting the foregoing:

Subcontractor shall use diligent efforts in training its Employees to recognize and avoid misconduct and the appearance of impropriety while conducting business on behalf of Subcontractor. Without limiting the obligations set forth herein, such efforts shall
specifically support compliance with the UK Bribery Act, the US Foreign Corrupt Practices Act (“FCPA”), Organization for Economic Co-operation and Development (“OECD”) obligations, and shall address commercial bribery risk.

Subcontractor shall not, and shall ensure that its Employees and Agents do not, make, offer, or promise to make a payment or transfer anything of value, including a provision of any service, gift, favor, or entertainment to government personnel or other officials
for the purpose of improperly obtaining or retaining business, or for any other improper purpose or business advantage. Further, Subcontractor shall not engage in commercial bribery. Subcontractor’s business entertainment practices shall conform to a Code
of Business Conduct and Ethics adopted and implemented by Subcontractor that is substantially consistent with AttainIt’s Code of Business Conduct and Ethics. Further, Subcontractor shall comply with any applicable Code of the Client if communicated or available
to Subcontractor.

No intermediaries. Subcontractor shall not use an agent or make a payment to any person or entity related to a local or foreign official. Subcontractor shall not make any payment to any intermediaries, including but not limited to friends, business associates
or relatives of government officials, in order to circumvent this prohibition. In particular, payments or favors made to any close friend or close relative of a government official involved in any Subcontractor business, whether from AttainIt funds, Subcontractor
funds or personal funds of an Agent or Employee of Subcontractor, are prohibited. For the purposes of this Addendum, a “close relative” means a spouse, partner, parent, step-parent, child, step-child, sibling, stepsibling, nephew, niece, immediate cousin,
aunt, uncle, grandparent, grandchild, in-law, or a parent of an inlaw.

Specifically forbidden behaviors.

In support of, and without limiting, the foregoing, the following are forbidden:

·
To ignore or fail to report any indication of improper payments (“shrug off” issue).

·
To induce or facilitate someone else to violate this Addendum (either aiding a violation of this Addendum or attempting to create “plausible deniability”).

·
To permit an Agent, Employee or other representative of Subcontractor or an AttainIt client to take questionable actions (“look the other way”).

·
To falsify, create, omit information, mischaracterize or alter any accounting or business record for the purpose of either violating this Addendum or hiding or obfuscating a violation of this Addendum.

No facilitation payments. Subcontractor shall not make any facilitation payments, including but not limited to any undocumented and unreceipted payments made to speed up routine government actions, such as issuing permits or releasing goods held in customs.

No political contributions. Subcontractor shall not make political contributions on behalf of AttainIt or AttainIt’s client. It is a violation for any funds received from AttainIt to be used directly for or in reimbursement of any political contribution.

Charitable contributions and Internships. Subcontractor shall carry out policies on charitable contributions and internships that are consistent with the goals of this Addendum.

 

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Americans With Disabilities Act.

Pursuant to federal regulations promulgated under the authority of the Americans With Disabilities Act, 28 C.F.R. 35.101 et seq., the Subcontractor understands and agrees
that no individual with a disability shall, on the basis of the disability, be excluded from participation in the Subcontract or from activities provided for under the Subcontract.  As a condition of accepting and executing the Subcontract, the Subcontractor
agrees to comply with the “General Prohibitions Against Discrimination,” 28 C.F.R. 35.130, and all other regulations promulgated under Title II of the Americans With Disabilities Act which are applicable to the benefits, services, programs, and activities
provided by the federal or state government through contracts with outside contractors. 

The Subcontractor shall be responsible for and agrees to indemnify, defend and hold harmless the Indemnified Parties from all Claims brought by any party as a result of the Subcontractor’s
failure to comply with the provisions of this Section.

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Prevailing Wages.

Subcontractor is subject to the provisions, duties, obligations, remedies, and penalties of the federal Davis-Bacon Act, if applicable. 

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Insurance.

Subcontractor confirms evidence of Defense Base Act coverage if applicable to the Work.

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Organizational Conflict of Interest (APR 2010)

(a) Purpose. The purpose of this clause is to ensure that the contractor and its subcontractors:

(1) Are not biased because of their financial, contractual, organizational, or other interests which relate to the work under this contract, and

(2) Do not obtain any unfair competitive advantage over other parties by virtue of their performance of this contract.

(b) Scope. The restrictions described herein shall apply to performance or participation
by the contractor, its parents, affiliates, divisions and subsidiaries, and successors in interest (hereinafter collectively referred to as “contractor”) in the activities covered by this clause as a prime contractor, subcontractor, co-sponsor, joint venturer,
consultant, or in any similar capacity. For the purpose of this clause, affiliation occurs when a business concern is controlled by or has the power to control another or when a third party has the power to control both.

(c) Warrant and Disclosure. The warrant and disclosure requirements of this paragraph apply
with full force to both the contractor and all subcontractors. The contractor warrants that, to the best of the contractor’s knowledge and belief, there are no relevant facts or circumstances which would give rise to an organizational conflict of interest,
as defined in FAR Subpart 9.5, and that the contractor has disclosed all relevant information regarding any actual or potential conflict. The contractor agrees it shall make an immediate and full disclosure, in writing, to the Contracting Officer of any potential
or actual organizational conflict of interest or the existence of any facts that may cause a reasonably prudent person to question the contractor’s impartiality because of the appearance or existence of bias or an unfair competitive advantage. Such disclosure
shall include a description of the actions the contractor has taken or proposes to take in order to avoid, neutralize, or mitigate any resulting conflict of interest.

(d) Remedies. The Contracting Officer may terminate this contract for convenience, in whole
or in part, if the Contracting Officer deems such termination necessary to avoid, neutralize or mitigate an actual or apparent organizational conflict of interest. If the contractor fails to disclose facts pertaining to the existence of a potential or actual
organizational conflict of interest or misrepresents relevant information to the Contracting Officer, the Government may terminate the contract for default, suspend or debar the contractor from Government contracting, or pursue such other remedies as may be
permitted by law or this contract.

(e) Subcontracts. The contractor shall include a clause substantially similar to this clause,
including paragraphs (f) and (g), in any subcontract or consultant agreement at any tier expected to exceed the simplified acquisition threshold. The terms “contract,” “contractor,” and “Contracting Officer” shall be appropriately modified to preserve the
Government’s rights.

(f) Prime Contractor Responsibilities. The contractor shall obtain from its subcontractors
or consultants the disclosure required in FAR Part 9.507-1, and shall determine in
writing whether the interests disclosed present an actual, or significant potential for, an organizational conflict of interest. The contractor shall identify and avoid, neutralize, or mitigate any subcontractor organizational conflict prior to award of the
contract to the satisfaction of the Contracting Officer. If the subcontractor’s organizational conflict cannot be avoided, neutralized, or mitigated, the contractor must obtain the written approval of the Contracting Officer prior to entering into the subcontract.
If the contractor becomes aware of a subcontractor’s potential or actual organizational conflict of interest after contract award, the contractor agrees that the Contractor may be required to eliminate the subcontractor from its team, at the contractor’s own
risk.

(g) Waiver. The parties recognize that this clause has potential effects which will survive
the performance of this contract and that it is impossible to foresee each circumstance to which it might be applied in the future. Accordingly, the contractor may at any time seek a waiver from the Head of the Contracting Activity by submitting such waiver
request to the Contracting Officer, including a full written description of the requested waiver and the reasons in support thereof.

(End of clause)

[75
FR 10570
, Mar. 8, 2010; 75
FR 14496
, Mar. 26, 2010]

+++++++++++++++++++

 

For Subcontracts that Require Trade Agreement Act Compliance

See FAR 25.4

https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2025_4.html

 

+++++++++++++++

When Requesting Item Unique Identification (IUID) for Department of Defense Contracts

Requirements

http://www.acq.osd.mil/dpap/pdi/uid/index.html

++++++

Cybersecurity Requirements for Department of Defense

Defense Federal Acquisition Regulation Supplement
(DFARS) 252, 204-7012
Safeguarding Covered Defense Information and Cyber Incident Reporting
.

252.204-7012  Safeguarding Covered
Defense Information and Cyber Incident Reporting.

As prescribed in 204.7304(c),
use the following clause:

 

SAFEGUARDING COVERED DEFENSE INFORMATION AND CYBER INCIDENT REPORTING (DEC 2015)

 

      (a)  Definitions. As used in this clause—

 

“Adequate security” means protective measures that are commensurate with the consequences and probability of loss, misuse, or unauthorized access to,
or modification of information.

 

“Compromise” means disclosure of information to unauthorized persons, or a violation of the security policy of a system, in which unauthorized intentional
or unintentional disclosure, modification, destruction, or loss of an object, or the copying of information to unauthorized media may have occurred.

 

“Contractor attributional/proprietary information” means information that identifies the contractor(s), whether directly or indirectly, by the grouping
of information that can be traced back to the contractor(s) (e.g., program description, facility locations), personally identifiable information, as well as trade secrets, commercial or financial information, or other commercially sensitive information that
is not customarily shared outside of the company.

 

“Contractor information system” means an information system belonging to, or operated by or for, the Contractor.

 

“Controlled technical information” means technical information with military or space application that is subject to controls on the access, use, reproduction,
modification, performance, display, release, disclosure, or dissemination. Controlled technical information would meet the criteria, if disseminated, for distribution statements B through F using the criteria set forth in DoD Instruction 5230.24, Distribution
Statements on Technical Documents. The term does not include information that is lawfully publicly available without restrictions.

 

“Covered contractor information system” means an information system that is owned, or operated by or for, a contractor and that processes, stores, or
transmits covered defense information.

 

“Covered defense information” means unclassified information that—

 

      (i)  Is—

 

            (A)  Provided to the contractor by or on behalf of DoD in connection with the performance of the contract; or

 

            (B)  Collected, developed, received, transmitted, used, or stored by or on behalf of the contractor in support of
the performance of the contract; and

 

      (ii)  Falls in any of the following categories:

 

            (A)  Controlled technical information.

 

            (B)  Critical information (operations security).
Specific facts identified through the Operations Security process about friendly intentions, capabilities, and activities vitally needed by adversaries for them to plan and act effectively so as to guarantee failure or unacceptable consequences for friendly
mission accomplishment (part of Operations Security process).

 

            (C)  Export control. Unclassified information
concerning certain items, commodities, technology, software, or other information whose export could reasonably be expected to adversely affect the United States national security and nonproliferation objectives. To include dual use items; items identified
in export administration regulations, international traffic in arms regulations and munitions list; license applications; and sensitive nuclear technology information.

 

            (D)  Any other information, marked or otherwise identified in the contract, that requires safeguarding or dissemination
controls pursuant to and consistent with law, regulations, and Governmentwide policies (e.g., privacy, proprietary business information).

 

“Cyber incident” means actions taken through the use of computer networks that result in a compromise or an actual or potentially adverse effect on an
information system and/or the information residing therein.

 

“Forensic analysis” means the practice of gathering, retaining, and analyzing computer-related data for investigative purposes in a manner that maintains
the integrity of the data.

 

“Malicious software” means computer software or firmware intended to perform an unauthorized process that will have adverse impact on the confidentiality,
integrity, or availability of an information system. This definition includes a virus, worm, Trojan horse, or other code-based entity that infects a host, as well as spyware and some forms of adware.

 

“Media” means physical devices or writing surfaces including, but is not limited to, magnetic tapes, optical disks, magnetic disks, large-scale integration
memory chips, and printouts onto which information is recorded, stored, or printed within an information system.

 

‘‘Operationally critical support’’ means supplies or services designated by the Government as critical for airlift, sealift, intermodal transportation
services, or logistical support that is essential to the mobilization, deployment, or sustainment of the Armed Forces in a contingency operation.

 

“Rapid(ly) report(ing)” means within 72 hours of discovery of any cyber incident.

 

“Technical information” means technical data or computer software, as those terms are defined in the clause at DFARS 252.227-7013,
Rights in Technical Data-Non Commercial Items, regardless of whether or not the clause is incorporated in this solicitation or contract. Examples of technical information include research and engineering data, engineering drawings, and associated lists, specifications,
standards, process sheets, manuals, technical reports, technical orders, catalog-item identifications, data sets, studies and analyses and related information, and computer software executable code and source code.

 

      (b)  Adequate security. The Contractor shall provide
adequate security for all covered defense information on all covered contractor information systems that support the performance of work under this contract. To provide adequate security, the Contractor shall—

 

            (1)  Implement information systems security protections on all covered contractor information systems including,
at a minimum—

 

                    (i)  For covered contractor information systems that are part of an Information Technology (IT) service
or system operated on behalf of the Government—

 

                            (A)  Cloud computing services shall be subject to the security requirements specified in the clause 252.239-7010,
Cloud Computing Services, of this contract; and

 

                            (B)  Any other such IT service or system (i.e., other than cloud computing) shall be subject to
the security requirements specified elsewhere in this contract; or

 

                    (ii)  For covered contractor information systems that are not part of an IT service or system operated on
behalf of the Government and therefore are not subject to the security requirement specified at paragraph (b)(1)(i) of this clause—

 

                            (A)  The security requirements in National Institute of Standards and Technology (NIST) Special
Publication (SP) 800-171, “Protecting Controlled Unclassified Information in Nonfederal Information Systems and Organizations,”http://dx.doi.org/10.6028/NIST.SP.800-171 that
is in effect at the time the solicitation is issued or as authorized by the Contracting Officer, as soon as practical, but not later than December 31, 2017. The Contractor shall notify the DoD CIO, via email atosd.dibcsia@mail.mil,
within 30 days of contract award, of any security requirements specified by NIST SP 800-171 not implemented at the time of contract award; or

 

                            (B)  Alternative but equally effective security measures used to compensate for the inability to
satisfy a particular requirement and achieve equivalent protection accepted in writing by an authorized representative of the DoD CIO; and

 

            (2)  Apply other information systems security measures when the Contractor reasonably determines that information
systems security measures, in addition to those identified in paragraph (b)(1) of this clause, may be required to provide adequate security in a dynamic environment based on an assessed risk or vulnerability.

 

      (c)  Cyber incident reporting requirement.

 

            (1)  When the Contractor discovers a cyber incident that affects a covered contractor information system or the
covered defense information residing therein, or that affects the contractor’s ability to perform the requirements of the contract that are designated as operationally critical support, the Contractor shall—

 

                    (i)  Conduct a review for evidence of compromise of covered defense information, including, but not limited
to, identifying compromised computers, servers, specific data, and user accounts. This review shall also include analyzing covered contractor information system(s) that were part of the cyber incident, as well as other information systems on the Contractor’s
network(s), that may have been accessed as a result of the incident in order to identify compromised covered defense information, or that affect the Contractor’s ability to provide operationally critical support; and

 

                    (ii)  Rapidly report cyber incidents to DoD at http://dibnet.dod.mil.

 

            (2)  Cyber incident report. The
cyber incident report shall be treated as information created by or for DoD and shall include, at a minimum, the required elements at http://dibnet.dod.mil.

 

            (3)  Medium assurance certificate requirement.
In order to report cyber incidents in accordance with this clause, the Contractor or subcontractor shall have or acquire a DoD-approved medium assurance certificate to report cyber incidents. For information on obtaining a DoD-approved medium assurance certificate,
see http://iase.disa.mil/pki/eca/Pages/index.aspx.

 

      (d)  Malicious software. The Contractor or subcontractors
that discover and isolate malicious software in connection with a reported cyber incident shall submit the malicious software in accordance with instructions provided by the Contracting Officer.

 

      (e)  Media preservation and protection. When a Contractor
discovers a cyber incident has occurred, the Contractor shall preserve and protect images of all known affected information systems identified in paragraph (c)(1)(i) of this clause and all relevant monitoring/packet capture data for at least 90 days from the
submission of the cyber incident report to allow DoD to request the media or decline interest.

 

      (f)  Access to additional information or equipment necessary
for forensic analysis
. Upon request by DoD, the Contractor shall provide DoD with access to additional information or equipment that is necessary to conduct a forensic analysis.

 

      (g)  Cyber incident damage assessment activities.
If DoD elects to conduct a damage assessment, the Contracting Officer will request that the Contractor provide all of the damage assessment information gathered in accordance with paragraph (e) of this clause.

 

      (h)  DoD safeguarding and use of contractor attributional/proprietary
information
. The Government shall protect against the unauthorized use or release of information obtained from the contractor (or derived from information obtained from the contractor) under this clause that includes contractor attributional/proprietary
information, including such information submitted in accordance with paragraph (c). To the maximum extent practicable, the Contractor shall identify and mark attributional/proprietary information. In making an authorized release of such information, the Government
will implement appropriate procedures to minimize the contractor attributional/proprietary information that is included in such authorized release, seeking to include only that information that is necessary for the authorized purpose(s) for which the information
is being released.

 

      (i)  Use and release of contractor attributional/proprietary
information not created by or for DoD
. Information that is obtained from the contractor (or derived from information obtained from the contractor) under this clause that is not created by or for DoD is authorized to be released outside of DoD—

 

            (1)  To entities with missions that may be affected by such information;

 

            (2)  To entities that may be called upon to assist in the diagnosis, detection, or mitigation of cyber incidents;

 

            (3)  To Government entities that conduct counterintelligence or law enforcement investigations;

 

            (4)  For national security purposes, including cyber situational awareness and defense purposes (including with
Defense Industrial Base (DIB) participants in the program at 32 CFR part 236); or

 

            (5)  To a support services contractor (“recipient”) that is directly supporting Government activities under a contract
that includes the clause at 252.204-7009, Limitations on the Use
or Disclosure of Third-Party Contractor Reported Cyber Incident Information.

 

      (j)  Use and release of contractor attributional/proprietary
information created by or for DoD
. Information that is obtained from the contractor (or derived from information obtained from the contractor) under this clause that is created by or for DoD (including the information submitted pursuant to paragraph
(c) of this clause) is authorized to be used and released outside of DoD for purposes and activities authorized by paragraph (i) of this clause, and for any other lawful Government purpose or activity, subject to all applicable statutory, regulatory, and policy
based restrictions on the Government’s use and release of such information.

 

      (k)  The Contractor shall conduct activities under this clause in accordance with applicable laws and regulations on the
interception, monitoring, access, use, and disclosure of electronic communications and data.

 

      (l)  Other safeguarding or reporting requirements.
The safeguarding and cyber incident reporting required by this clause in no way abrogates the Contractor’s responsibility for other safeguarding or cyber incident reporting pertaining to its unclassified information systems as required by other applicable
clauses of this contract, or as a result of other applicable U.S. Government statutory or regulatory requirements.

 

      (m)  Subcontracts. The Contractor shall—

 

            (1)  Include this clause, including this paragraph (m), in subcontracts, or similar contractual instruments, for
operationally critical support, or for which subcontract performance will involve a covered contractor information system, including subcontracts for commercial items, without alteration, except to identify the parties; and

 

            (2)  When this clause is included in a subcontract, require subcontractors to rapidly report cyber incidents directly
to DoD at http://dibnet.dod.mil and the prime Contractor. This includes providing the incident
report number, automatically assigned by DoD, to the prime Contractor (or next higher-tier subcontractor) as soon as practicable.

 

(End of clause)

 

252.204-7013  Limitations on the
Use or Disclosure of Information by Litigation Support Solicitation Offerors.

As prescribed in 204.7403(a),
use the following provision. If the solicitation is a request for quotations, the terms “quotation” and “Quoter” may be substituted for “offer” and “Offeror”.

 

LIMITATIONS ON THE USE OR DISCLOSURE OF INFORMATION BY LITIGATION SUPPORT SOLICITATION OFFERORS (FEB 2014)

 

      (a)  Definitions. As used in this provision:

 

“Computer software,” “litigation information,”“litigation support,” “sensitive information,” and “technical data,” are defined in the clause at DFARS 252.204-7014,
Limitations on the Use or Disclosure of Information by Litigation Support Contractors.

 

      (b)  Limitations on use or disclosure of litigation information.
Notwithstanding any other provision of this solicitation, by submission of its offer, the Offeror agrees and acknowledges—

 

            (1)  That all litigation information will be accessed and used for the sole purpose of providing litigation support;

 

            (2)  That the Offeror will take all precautions necessary to prevent unauthorized disclosure of litigation information;
and

 

            (3)  That litigation information shall not be used by the Offeror to compete against a third party for Government
or nongovernment contracts.

 

      (c)  Indemnification and creation of third party beneficiary
rights
. By submission of its offer, the Offeror agrees—

 

            (1)  To indemnify and hold harmless the Government, its agents, and employees from any claim or liability, including
attorneys’ fees, court costs, and expenses, arising out of, or in any way related to, the misuse or unauthorized modification, reproduction, release, performance, display, or disclosure of any litigation information; and

 

            (2)  That any third party holding proprietary rights or any other legally protectable interest in any litigation
information, in addition to any other rights it may have, is a third party beneficiary who shall have a right of direct action against the Offeror, and against any person to whom the Offeror has released or disclosed such data or software, for the unauthorized
duplication, release, or disclosure of such information.

 

      (d)  Offeror employees. By submission of its offer,
the Offeror agrees to ensure that its employees are subject to use and nondisclosure obligations consistent with this provision prior to the employees being provided access to or use of any litigation information covered by this provision.

 

(End of provision)

 

252.204-7014  Limitations on the
Use or Disclosure of Information by Litigation Support Contractors.

As prescribed in 204.7403(b),
use the following clause:

 

LIMITATIONS ON THE USE OR DISCLOSURE OF INFORMATION BY LITIGATION SUPPORT CONTRACTORS (FEB 2014)

 

      (a)  Definitions. As used in this clause:

 

      “Computer software” means computer programs, source code, source code listings, object code listings, design details, algorithms, processes,
flow charts, formulae, and related material that would enable the software to be reproduced, recreated, or recompiled. Computer software does not include computer data bases or computer software documentation.

 

      “Litigation information” means any information, including sensitive information, that is furnished to the contractor by or on behalf
of the Government, or that is generated or obtained by the contractor in the performance of litigation support work under this contract.

 

      “Litigation support” means administrative, technical, or professional services provided in support of the Government during or in anticipation
of litigation.

 

      “Litigation support contractor” means a contractor (including an expert or technical consultant) providing litigation support under
a contract with the Department of Defense that contains this clause.

 

      “Sensitive information” means confidential information of a commercial, financial, proprietary, or privileged nature. The term includes
technical data and computer software, but does not include information that is lawfully, publicly available without restriction.

 

      “Technical data” means recorded information, regardless of the form or method of the recording, of a scientific or technical nature
(including computer software documentation). The term does not include computer software or data incidental to contract administration, such as financial and/or management information.

 

      (b)  Limitations on use or disclosure of litigation information.
Notwithstanding any other provision of this contract, the Contractor agrees and acknowledges—

 

            (1)  That all litigation information will be accessed and used for the sole purpose of providing litigation support;

 

            (2)  That the Contractor will take all precautions necessary to prevent unauthorized disclosure of litigation information;

 

            (3)  That litigation information shall not be used by the Contractor to compete against a third party for Government
or nongovernment contracts; and

 

            (4)  That violation of paragraph (b)(1),(b)(2), or (b)(3), of this section, is a basis for the Government to terminate
this contract.

 

      (c)  Indemnification and creation of third party beneficiary
rights
. The Contractor agrees—

 

            (1)  To indemnify and hold harmless the Government, its agents, and employees from any claim or liability, including
attorneys’ fees, court costs, and expenses, arising out of, or in any way related to, the misuse or unauthorized modification, reproduction, release, performance, display, or disclosure of any litigation information; and

 

            (2)  That any third party holding proprietary rights or any other legally protectable interest in any litigation
information, in addition to any other rights it may have, is a third party beneficiary under this contract who shall have a right of direct action against the Contractor, and against any person to whom the Contractor has released or disclosed such data or
software, for the unauthorized duplication, release, or disclosure of such information.

 

      (d)  Contractor employees. The Contractor shall ensure
that its employees are subject to use and nondisclosure obligations consistent with this clause prior to the employees being provided access to or use of any litigation information covered by this clause.

 

      (e)  Flowdown. Include the substance of this clause,
including this paragraph (e), in all subcontracts, including subcontracts for commercial items.

 

(End of clause)

 

252.204-7015  Disclosure of Information
to Litigation Support Contractors.

As prescribed in 204.7403(c),
use the following clause:

 

DISCLOSURE OF INFORMATION TO LITIGATION SUPPORT CONTRACTORS (FEB 2014)

 

      (a)  Definitions. As used in this clause:

 

      “Litigation support” means administrative, technical, or professional services provided in support of the Government during or in anticipation
of litigation.

 

      “Litigation support contractor” means a contractor (including an expert or technical consultant) providing litigation support under
a contract with the Department of Defense that contains this clause.

 

      “Sensitive information” means confidential information of a commercial, financial, proprietary, or privileged nature. The term includes
technical data and computer software, but does not include information that is lawfully, publicly available without restriction.

 

      (b)  Authorized disclosure. Notwithstanding any other
provision of this solicitation or contract, the Government may disclose to a litigation support contractor, for the sole purpose of litigation support activities, any information, including sensitive information, received–

 

            (1)  Within or in connection with a quotation or offer; or

 

            (2)  In the performance of or in connection with a contract.

 

      (c)  Flowdown. Include the substance of this clause,
including this paragraph (c), in all subcontracts, including subcontracts for commercial items.

 

(End of clause)

 

++++

52.203-13, Contractor Code of Business Ethics and Conduct (APR 2010) (41 U.S.C. 3509).

52.222-3, Convict Labor (June 2003) (E.O. 11755).

52.222-17, Nondisplacement of Qualified Workers (MAY 2014) (E.O. 13495). Flow down required in accordance with paragraph (l) of FAR clause 52.222-17.

52.222-19, Child Labor—Cooperation with Authorities and Remedies (JAN 2014) (E.O. 13126).

 

52.222-21, Prohibition of Segregated Facilities (Feb 1999).

52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

52.222-35, Equal Opportunity for Veterans (JUL 2014) (38 U.S.C. 4212).

52.222-36, Equal Opportunity for Workers with Disabilities (JUL 2014) (29 U.S.C. 793).

52.222-37, Employment Reports on Veterans (JUL 2014) (38 U.S.C. 4212).

52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

52.222-41, Service Contract Labor Standards (MAY 2014) (41 U.S.C. chapter 67).

52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

Alternate I (AUG 2007) of 52.222-50 (22 U.S.C. 7104(g)).

52.222-54, Employment Eligibility Verification (AUG 2013).

52.225-1, Buy American—Supplies (MAY 2014) (41 U.S.C. chapter 83).

52.225-13, Restrictions on Certain Foreign Purchases (JUN 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (MAY 2014) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

52.222-55, Minimum Wages Under Executive Order 13658 (DEC 2014) (Executive Order 13658).

(End of Clause)

 

FAR 52.222-21   PROHIBITATION OF SEGREGATED FACILITIES (FEB 1999)

52.222-21 — Prohibition of Segregated Facilities.

As prescribed in 22.810(a)(1), insert the following clause:

Prohibition of Segregated Facilities (Apr 2015)

(a) Definitions. As used in this clause–

“Gender identity” has the meaning given by the Department of Labor’s Office of Federal Contract Compliance Programs, and is found at www.dol.gov/ofccp/LGBT/LGBT_FAQs.html .

“Segregated facilities” means any waiting rooms, work areas, rest rooms and wash rooms, restaurants and other eating areas, time clocks, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees, that are segregated by explicit directive or are in fact segregated on the basis of race, color, religion, sex, sexual orientation, gender identity, or national origin because of written or oral policies or employee custom. The term does not include separate or single-user rest rooms or necessary dressing or sleeping areas provided to assure privacy between sexes.

“Sexual orientation” has the meaning given by the Department of Labor’s Office of Federal Contract Compliance Programs, and is found at www.dol.gov/ofccp/LGBT/LGBT_FAQs.html .

(b) The contractor agrees that it does not and will not maintain or provide for its employees any segregated facilities at any of its establishments, and that it does not and will not permit its employees to perform their services at any location under its control where segregated facilities are maintained. The Contractor agrees that a breach of this clause is a violation of the Equal Opportunity clause in the contract.

(c) The Contractor shall include this clause in every subcontract and purchase order that is subject to the Equal Opportunity clause of this contract.

(End of clause)

DEAR 970.5223-4            WORKPLACE SUBSTANCE ABUSE PROGRAMS AT DOE SITES (DEC 2010), if the Subcontract involves hazardous activities stipulated in 10CFR707.2.

Workplace Substance Abuse Programs at DOE Sites (DEC 2010)

(a) Program implementation. The Contractor shall, consistent with 10 CFR part 707, Workplace Substance Abuse Programs at DOE Sites, incorporated herein by reference with full force and effect, develop, implement, and maintain a workplace substance abuse program.

(b) Remedies. In addition to any other remedies available to the Government, the Contractor’s failure to comply with the requirements of 10 CFR part 707 or to perform in a manner consistent with its approved program may render the Contractor subject to: the suspension of contract payments, or, where applicable, a reduction in award fee; termination for default; and suspension or debarment.

(c) Subcontracts. (1) The Contractor agrees to notify the Contracting Officer reasonably in advance of, but not later than 30 days prior to, the award of any subcontract the Contractor believes may be subject to the requirements of 10 CFR part 707, unless the Contracting Officer agrees to a different date.

(2) The DOE Prime Contractor shall require all subcontracts subject to the provisions of 10 CFR part 707 to agree to develop and implement a workplace substance abuse program that complies with the requirements of 10 CFR part 707, Workplace Substance Abuse Programs at DOE Sites, as a condition for award of the subcontract. The DOE Prime Contractor shall review and approve each subcontractor’s program, and shall periodically monitor each subcontractor’s implementation of the program for effectiveness and compliance with 10 CFR part 707.

(3) The Contractor agrees to include, and require the inclusion of, the requirements of this clause in all subcontracts, at any tier, that are subject to the provisions of 10 CFR part 707.

(End of clause)

FAR 52.203-6     RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (SEP 2006), with Alternate I (OCT 1995).

52.203-6 Restrictions on Subcontractor Sales to the Government.

As prescribed in 3.503-2, insert the following clause:

Restrictions on Subcontractor Sales to the Government (Sept 2006)

(a) Except as provided in (b) of this clause, the Contractor shall not enter into any agreement with an actual or prospective subcontractor, nor otherwise act in any manner, which has or may have the effect of restricting sales by such subcontractors directly to the Government of any item or process (including computer software) made or furnished by the subcontractor under this contract or under any follow-on production contract.

(b) The prohibition in (a) of this clause does not preclude the Contractor from asserting rights that are otherwise authorized by law or regulation.

(c) The Contractor agrees to incorporate the substance of this clause, including this paragraph (c), in all subcontracts under this contract which exceed the simplified acquisition threshold.

(End of clause)

Alternate I (Oct 1995). As prescribed in 3.503-2, substitute the following paragraph in place of paragraph (b) of the basic clause:

(b) The prohibition in paragraph (a) of this clause does not preclude the Contractor from asserting rights that are otherwise authorized by law or regulation. For acquisitions of commercial items, the prohibition in paragraph (a) applies only to the extent that any agreement restricting sales by subcontractors results in the Federal Government being treated differently from any other prospective purchaser for the sale of the commercial item(s).

FAR 52.203-10   PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997)

52.203-10 Price or Fee Adjustment for Illegal or Improper Activity.

As prescribed in 3.104-9(b), insert the following clause:

Price or Fee Adjustment for Illegal or Improper Activity (May 2014)

(a) The Government, at its election, may reduce the price of a fixed-price type contract and the total cost and fee under a cost-type contract by the amount of profit or fee determined as set forth in paragraph (b) of this clause if the head of the contracting activity or designee determines that there was a violation of 41 U.S.C. 2102 or 2103, as implemented in section 3.104 of the Federal Acquisition Regulation.

(b) The price or fee reduction referred to in paragraph (a) of this clause shall be—

(1) For cost-plus-fixed-fee contracts, the amount of the fee specified in the contract at the time of award;

(2) For cost-plus-incentive-fee contracts, the target fee specified in the contract at the time of award, notwithstanding any minimum fee or “fee floor” specified in the contract;

(3) For cost-plus-award-fee contracts—

(i) The base fee established in the contract at the time of contract award;

(ii) If no base fee is specified in the contract, 30 percent of the amount of each award fee otherwise payable to the Contractor for each award fee evaluation period or at each award fee determination point.

(4) For fixed-price-incentive contracts, the Government may—

(i) Reduce the contract target price and contract target profit both by an amount equal to the initial target profit specified in the contract at the time of contract award; or

(ii) If an immediate adjustment to the contract target price and contract target profit would have a significant adverse impact on the incentive price revision relationship under the contract, or adversely affect the contract financing provisions, the Contracting Officer may defer such adjustment until establishment of the total final price of the contract. The total final price established in accordance with the incentive price revision provisions of the contract shall be reduced by an amount equal to the initial target profit specified in the contract at the time of contract award and such reduced price shall be the total final contract price.

(5) For firm-fixed-price contracts, by 10 percent of the initial contract price or a profit amount determined by the Contracting Officer from records or documents in existence prior to the date of the contract award.

(c) The Government may, at its election, reduce a prime contractor’s price or fee in accordance with the procedures of paragraph (b) of this clause for violations of the statute by its subcontractors by an amount not to exceed the amount of profit or fee reflected in the subcontract at the time the subcontract was first definitively priced.

(d) In addition to the remedies in paragraphs (a) and (c) of this clause, the Government may terminate this contract for default. The rights and remedies of the Government specified herein are not exclusive, and are in addition to any other rights and remedies provided by law or under this contract.

(End of clause)