1. Definitions

As used throughout these terms and conditions, the following terms shall have the meaning set forth below.

1. “Buyer” means XL Scientific, LLC dba Verus Research, and specifically the Buyer at Verus Research
2. “Purchase Order” means the form detail, together with these terms and conditions, and any attachments and exhibits, specifications, drawings, notes, instructions and other information, whether physically attached or incorporated by reference issued by Buyer to Seller which constitutes the entire and exclusive agreement.
3. “Purchase Order number” means the unique identification code for each Purchase Order. This number is found in the top right of the Purchase Order and will be in the format: POXXXXXX.
4. “Seller” means the person, firm, or corporation executing the Purchase Order with the Buyer and who will furnish the supplies or services provided for herein.
5. “Day” means a business day which is Monday thru Friday.

2. Acceptance

Seller may accept the Purchase Order either by providing written notice or by beginning performance of the Purchase Order. Any terms and conditions that are additional to or different from those stated herein are automatically objected to and rejected unless Buyer has expressly agreed to them in writing.

3. Notice of Delay and Obsolescence

On time performance is a material condition of this Purchase Order and failure to perform according to the delivery schedule in this Purchase Order, if unexcused, shall be considered a material breach. Acceptance of late deliveries shall not constitute waiver of this provision. Buyer also reserves the right to refuse or return at Seller’s risk and the expense of shipments made in excess of this Purchase Order or in advance of required schedules, or to defer payment on advance deliveries until scheduled delivery dates.

Seller shall notify Buyer in writing immediately of any actual or potential delay to the performance of this Purchase Order. Such notice shall include a proposed revised schedule but such notice and proposal or Buyer’s receipt or acceptance thereof shall not constitute a waiver to Buyer’s rights and remedies hereunder. A proposed revised schedule shall be mutually agreed upon by both parties to be considered binding.

During performance of this Purchase Order, Seller shall notify Buyer of any planned obsolescence of the good(s) set out in this Purchase Order.

4. Invoice and Payment

Proper invoices will be processed in accordance with the payment terms stated on the Purchase Order and Buyers acceptance of the goods or services. Invoices must reference the correct Purchase Order number and be sent to either the physical or electronic “Bill To” address stated on the Purchase Order. Invoices that do not meet these requirements will be rejected. Seller agrees that Buyer’s payment of goods and/or services does not constitute final acceptance.

5. Delivery

Seller shall include a packing list and all corresponding shipping documentation with each delivery. The Purchase Order number must appear on all documents pertaining to order (invoices, packing lists, correspondence and all shipping documents).

6. Shipment /Title/Risk of Loss

Seller shall at all times comply with Buyer’s written shipping instructions when provided otherwise use best way. Seller shall be responsible for ensuring the proper packaging of goods according to good commercial practice.

No charges will be allowed for insurance, packing, crating, freight, local cartage, and/or any other services unless it is specified in the Purchase Order.

Purchase Order number(s) must appear on all shipping documents such as packing slips and Quality Certificates (if applicable).

Title of goods furnished under this Purchase Order shall pass to Buyer upon formal acceptance, regardless of when or where Buyer takes physical possession, unless the Purchase Order specifically states otherwise. Seller is responsible for any damages or losses during shipping, unless caused by the Buyer’s negligence.

7. Warranty

Seller expressly warrants that all goods or services furnished under this agreement shall conform to all specifications and appropriate standards as defined in the Purchase Order and that all goods will be new and will be free from defects in material or workmanship. Seller warrants that all such goods or services will conform to any statements made on the containers or labels or advertisements for such goods, or services, and that any goods will be adequately contained, packaged, marked and labeled. Inspection, test, acceptance or use of the goods or services furnished hereunder shall not affect the Seller’s obligation under this warranty, and such warranties shall survive inspection, test, acceptance, and use. Seller’s warranty shall run to Buyer, its successors, assigns and customers. Seller agrees to replace or correct defects of any goods or services not conforming to the foregoing warranty promptly, without expense to Buyer, when notified of such nonconformity by Buyer, provided Buyer elects to provide Seller with the opportunity to do so. In the event of failure of Seller to correct defects in or replace nonconforming goods or services promptly, Buyer, after reasonable notice to Seller, may make such corrections or replace such goods and services and charge Seller for the cost incurred by Buyer in doing so.

8. Inspection/Testing

Goods supplied, and services performed under this agreement are subject to inspection and testing by Buyer at all reasonable times. If any goods or services are deemed defective or nonconforming in materials or workmanship, Buyer has the right to reject said goods, require correction or replacement, or accept the goods with an equitable adjustment in price. Correction or replacement of defective or nonconforming goods will be at Seller’s sole expense, which includes all related packing and shipping charges.

In addition and per FAR 52.245-1(g) The Government and Buyer shall have access to the Contractor’s premises and all Government property, at reasonable times, for the purposes of reviewing, inspecting and evaluating the Contractor’s property management plan(s), systems, procedures, records, and supporting documentation that pertains to Government property. This access includes all site locations and, with the Contractor’s consent, all subcontractor premises.

9. Indemnification

Seller shall indemnify, defend, and hold harmless Buyer, all of its affiliates, subsidiaries, parents, and their respective agents, officers, directors, managers, and employees from and against any and all claims, damages (including, without limitation, court costs, investigative costs and reasonable attorneys’ fees), judgments, liabilities, fines, costs and expenses (including, without limitation, legal expenses) attributable to Seller’s products or services or any willful misconduct or negligence of Seller or an authorized Seller representative. Such indemnification obligations shall survive the cancellation or expiration of the Purchase Order.

Seller shall indemnify, at its expense, defend and hold Buyer and Buyer customers, as well as their respective officers, directors, employees and agents harmless from and against any claim, suit or proceeding asserting that the goods or services, or any part thereof, furnished under this Purchase Order, or the use (including resale) thereof, constitutes an infringement of any patent, trademark, trade secret, copyright or other intellectual property right, and Seller shall pay all damages and costs awarded against and reasonable expenses incurred by the Indemnified Parties in connection with such claim, including reasonable attorneys’ fees. In the event such goods or services or use thereof are enjoined in whole or in part, Seller shall at its expense and at Buyer or its customer’s option undertake one of the following: (i) obtain for Buyer and its customer the right to continue the use of such goods or services; (ii) in a manner acceptable to Buyer and its customer, substitute equivalent goods or services or make modifications thereto so as to avoid such infringement and extend this indemnity thereto; or (iii) refund to Buyer an amount equal to the purchase price for such goods or services plus any excess costs or expenses incurred in obtaining substitute goods or services from another source.

10. Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or the fulfillment of the indemnification obligations under this Purchase Order, neither party shall be liable to the other for any punitive, exemplary, special, indirect, incidental or consequential damages (including, but not limited to, lost profits, lost business opportunities, and loss of or corruption of data) arising out of or relating to this Purchase Order, regardless of the legal theory under which such damages are sought, and even if the parties have been advised of the possibility of such damages or loss. Any action resulting from any breach on the part of Buyer as to the goods or services delivered hereunder must be commenced within one year after the cause of action has occurred.

11. Insurance

This clause applies if Seller is performing at Verus Research Facility, Verus Research Client Facility, or at Government Facility.

In accordance with subparts (a) and/or (b) below, upon Buyer’s request Seller agrees to provide Certificates of Insurance evidencing that the required insurance coverages are in force and providing not less than thirty days’ notice prior to any cancellation or restrictive modification of the policies. Further, the required insurance coverages below shall be primary and non-contributing with respect to any other insurance that may be maintained by Buyer. The below required coverages and their limits in no way lessen nor affect Seller’s other obligations or liabilities set forth in this Purchase Order.

• • To the extent that Seller is providing products under this Purchase Order, Seller agrees to purchase and maintain at its own expense the following insurance coverages with minimum limits as stated:
    1. Commercial General Liability as described below in Section (b) (ii);
    2. Products Liability in an amount no less than $1 Million per occurrence covering bodily injuries or property damage arising out of defective products or work completed. To the extent that coverage for Seller’s products is not excluded in (i), this requirement does not apply;
    3. All-Risk Property Insurance (as described below in Section # (b) (v) in an amount adequate to replace property of Buyer and/or Buyer’s customer, including supplies covered by this Purchase Order, which may be in the possession or control of Seller. Buyer shall be named as a Loss Payee with respect to loss or damage to said property and/or supplies furnished by Buyer.
• • To the extent that Seller is performing services under this Order, Seller agrees to purchase and maintain at its own expense the following insurance coverages with minimum limits as stated:
    1. Workers’ Compensation: Coverage for statutory obligations imposed by laws of any State in which the work is to be performed. Where applicable, Seller shall provide evidence of coverage for the United States Longshore & Harborworkers’ Act (USL&H) coverage for employees engaged in work on or near navigable waters of the United States, and Defense Base Act (DBA) including all employees working on U.S. Government contracts outside the United States. Such policy(ies) shall be endorsed to provide a waiver of subrogation in favor of Verus Research, its directors, officers and employees, and Verus Research’s customer where required by Verus Research’s Prime Contract with its customer. Employer’s Liability coverage of $1 million each accident shall also be maintained.
    2. Commercial General Liability: Coverage for third party bodily injury and property damage, including products and completed operations, contractual liability, and independent contractors’ liability with limits not less than $1,000,000 per occurrence and $2,000,000 in the aggregate. Such policy(ies) shall be endorsed to name Verus Research, its directors, officers and employees, and Verus Research’s customer where required by Verus Research’s Prime Contract with its customer, as Additional Insureds.
    3. Business Automobile Liability: Coverage for use of all owned, non-owned, and hired vehicles with limits of not less than $1,000,000 per accident combined single limit for bodily injury and property damage liability. Such policy(ies) shall be endorsed to name Verus Research, its directors, officers and employees, and Verus Research’s customer where required by Verus Research’s Prime Contract with its customer, as Additional Insureds.
    4. Professional Liability / Errors and Omissions: If seller is performing any professional services, coverage for damages (including financial loss) caused by any acts, errors and omissions arising out of Seller’s performance or failure to perform professional services with limits of not less than $1,000,000 per claim.
    5. All-Risk Property Insurance in an amount adequate to replace property, including supplies covered by this Purchase Order, of Buyer and/or Buyer’s customer which may be in the possession or control of Seller. Buyer shall be named as a Loss Payee with respect to loss or damage to said property and/or supplies furnished by Buyer

12. Proprietary Information-Confidentiality-Advertising

This Purchase Order and any material transmitted herewith may contain information proprietary to Buyer, and such information is not to be used by the recipient for any purpose other than the purpose for which it was transmitted. The information and the Purchase Order shall be maintained in confidence and not disclosed to third parties without the written consent of Verus Research Buyer. No news release, advertisement, or other disclosure relating to this Purchase Order shall be made without prior written approval of the Verus Research Buyer. Seller agrees to execute a confidentiality and non-disclosure agreement as required by Buyer. Further clarifying stated requirements above, all meetings and other contacts involving Seller personnel and Buyer’s customer, in performance of the effort herein, will be arranged through the Buyer and Program Manager.

All reports, memoranda, or any other written material developed by the Seller during the performance of the effort herein for the Government, must be submitted through and with the written approval of Buyer. Where appropriate, the Seller will be identified as having been the originator of such work.

13. Counterfeit Products

For purposes of this clause, Goods are any tangible items delivered under this Purchase Order, including without limitation the lowest level of separately identifiable items, such as parts, articles, components, and assemblies. “Counterfeit Goods” are Goods that are or contain items misrepresented as having been designed, produced, and/or sold by an authorized manufacturer and seller, including without limitation unauthorized copies, replicas, or substitutes. The term also includes authorized Goods that have reached a design life limit or have been damaged beyond possible repair but are altered and misrepresented as acceptable.

Seller agrees and shall ensure that Counterfeit Goods are not delivered to Buyer. Goods delivered to Buyer or incorporated into other Goods and delivered to Buyer shall be new and shall be procured directly from the Original Component Manufacturer (OCM)/Original Equipment Manufacturer (OEM), or through an OCM/OEM authorized distributor chain. Work shall not be acquired from independent distributors or brokers unless approved in advance and in writing by Buyer. When requested by Buyer, Seller shall provide OCM/OEM documentation that authenticates traceability of the affected items to the applicable OCM/OEM.

In the event that Work delivered under this Agreement constitutes or includes Counterfeit Goods, Seller shall, at its expense, promptly replace such Counterfeit Goods with authentic Goods conforming to the requirements of this Agreement. Notwithstanding any other provision in this Agreement, Seller shall be liable for all costs relating to the removal and replacement of Counterfeit Goods, including without limitation Buyer’s costs of removing Counterfeit Goods, of reinserting replacement Goods, and of any testing necessitated by the reinstallation of Goods after Counterfeit Goods have been exchanged. Seller shall include equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or furnished as Goods to Buyer.

14. Export/Import Controls (not applicable to COTS items)

• Seller shall comply with all applicable United States export control laws and regulations, including but not limited to its obligations to comply with the requirements of the Export Administration Act, 50 U.S.C. App. 2401, et seq, the Arms Export Control act, 22 U.S.C 2751, et seq , the International Traffic in Arms Regulations (“ITAR”), 22 C.F.R. 120 et seq, and the Export Administration Regulations (“EAR”), 15 C.F.R 73-744 and the terms of any U.S. Department of State or U.S. Department of Commerce export license or export or temporary import exemption/exception applicable to this Purchase Order.
• Seller shall exercise strict control covering the disclosure of and access to technical data, information and other items received and/or created under this Purchase Order in accordance with U.S. export control laws and regulations, including but not limited to the ITAR. Seller agrees that no technical data, information or other items provided by Buyer in connection with this Purchase Order shall be provided to any foreign persons or to a foreign entity, including without limitation, a foreign employee or subsidiary of Seller (including those located in the U.S.), without the express written authorization of Buyer and Seller’ s obtaining of the appropriate export license, technical assistance agreement or other requisite authorization for ITAR-controlled technical data or items. Seller shall consult with Buyer to determine whether the information provided by Buyer is technical data as outlined in the ITAR (22 CFR 120-130) prior to any release to a third-party abiding by the terms outlined herein.
• Seller shall indemnify Buyer for all liabilities, penalties, losses, damages, costs, or expenses that may be imposed on or incurred by Buyer about any violations of such laws and regulations by Seller.

15. Changes

Buyer shall have the right at any time by written notice to make changes in drawings, designs, specifications, materials, packaging, time and place of delivery and method of transportation. Seller shall proceed immediately to perform this Purchase Order as changed. If any such changes cause an increase or decrease in the cost or price, or the time required for performance, an equitable adjustment shall be made by Buyer and this agreement shall be modified in writing accordingly. Any claim for adjustment under this clause will be deemed to be waived unless asserted in writing (including the amount of the claim) and delivered to Buyer within twenty (20) days from the date of receipt of Seller of the change order or written notice or within such further time as may be agreed upon by the parties. Seller agrees to accept any such changes subject to this paragraph.

16. Termination

a) Termination for Convenience

Buyer reserves the right to terminate this order (in whole or in part) for Buyer’s sole convenience. Such Termination for Convenience will be issued in writing to Seller. In the event of such termination, Seller agrees to stop all work terminated hereunder immediately, and concurrently shall immediately instruct any/all of its suppliers or subcontractors to cease such terminated work as it pertains to this Purchase Order. Seller shall be paid a reasonable termination charge based upon verifiable actual costs incurred (and a reasonable profit) or based upon a percentage of the order price reflecting the percentage of the work performed prior to the notice of termination. Seller shall provide supporting documentation to Buyer to support incurred costs or justify and document the percentage of completion. Seller shall not be paid for any work done after receipt of the notice of termination, nor for any costs incurred by Seller’s suppliers or subcontractors which Seller could reasonably have avoided. Buyer may take immediate possession of all work performed upon written notification of termination to Seller.

b) Termination for Cause/Default

Buyer may, by written notice of default to the Seller, terminate this Purchase Order or any part thereof if the Seller fails: (1) to deliver the Goods according to the delivery schedule specified herein, or any extension thereof by Change Order or written amendment; (2) to replace or correct defective Goods according to the “Warranty” and “Inspection” clauses; (3) to perform any of the other provisions of this Purchase Order or fails to make progress as to endanger performance of this Purchase Order according to its terms. In either of the circumstances specified above, if the Seller does not correct such failure within a period of ten (10) days, or such longer period as Buyer may authorize in writing, after receipt of notice from Buyer specifying such failure, the Buyer may terminate this Purchase Order or any part thereof.

In the event of termination pursuant to this clause, Buyer may purchase similar Goods elsewhere on such terms and in such manner as Buyer deems appropriate, and the Seller shall be liable to Buyer for any excess costs incurred by Buyer as a result of the termination.

If, after notice of default above, it is determined that if the failure to perform the Purchase Order is due to unforeseeable causes beyond the control and without the fault or negligence of the Seller, said notice shall be deemed to have been issued pursuant to the clause entitled “Termination for Convenience” (as applicable) and the rights and obligations of the parties hereto shall be governed by that clause.

The failure of Buyer to enforce any right under this clause shall not be deemed a waiver of any right hereunder. The rights and remedies of Buyer under this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Purchase Order.

Acts of Insolvency: Buyer may terminate this Purchase Order by written notice to Seller, if Seller becomes insolvent, makes a general assignment for the benefit of creditors, suffers, or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, or has wound up or liquidated, voluntarily or otherwise.

17. Stop Work

Buyer may, at any time, by written order to the Seller, require the Seller to stop all, or any part, of the work called for by this Purchase Order for a period of 90 days after the stop work order is delivered to the Seller, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Seller shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Seller, or within any extension of that period to which the parties shall have agreed, Buyer shall either, (1) Cancel the stop-work order, or (2) Terminate the work covered by the order as provided in the Termination for Convenience clause of this Purchase Order.

If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Seller shall resume work. Buyer shall make an equitable adjustment in the delivery schedule or Purchase Order price, or both, and the Purchase Order shall be modified, in writing, accordingly, if, (1) The stop-work order results in an increase in the time required for, or in the Seller’s cost properly allocable to, the performance of any part of this contract, and (2) The Seller asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided, that, if Buyer decides the facts justify the action, Buyer may receive and act upon the claim submitted at any time before final payment under this Purchase Order.

If a stop-work order is not canceled and the work covered by the order is terminated for convenience, Buyer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement.

If a stop-work order is not canceled and the work covered by the order is terminated for default, Buyer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order.

18. Compliance with Laws

This Purchase Order is subject to all federal and state laws, municipal ordinances, or any orders or regulations of any regulatory body having or purporting to have jurisdiction or control of any of the matters involved herein. Seller shall comply with all federal, state or local laws, ordinances, rules and regulations applicable to performance under this Purchase Order, and upon request, shall furnish evidence satisfactory to Buyer of such compliance.

19. Compliance with Laws unique to Government Contracts

In the event this Purchase Order is issued pursuant to a federal government contract subject to the Federal Acquisition Regulations (FAR), and any agency supplements thereto, the supplemental terms identified in Attachment C, FAR Flow down Clauses – Commercial Items, shall apply.

Additionally, any terms required by the government contract to be flowed to subcontractors, in addition to those in Attachment C, will be included as Attachment D, Special Terms and Conditions.

20. Taxes

The price(s) include all applicable Federal, State and local taxes and duties.

21. Disputes

In the event a dispute should arise between Buyer and Seller regarding the terms or the interpretation of this Purchase Order, Seller agrees to continue to perform under the terms of this Purchase Order to the best of its ability during the period of the dispute. If a dispute arises under this Purchase Order (agreement) that is not settled promptly in the ordinary course of business, the parties shall seek to resolve any such dispute between them by negotiating at a senior management level promptly with each other in good faith negotiations. Should the parties, after good faith negotiations be unable to resolve the dispute, the parties agree to binding Arbitration utilizing the American Arbitration Association (AAA) in Bernalillo County, New Mexico. In no case shall the Seller make a direct claim or direct course of action against the US Government.

22. Unauthorized Obligations

When any supply or service acquired under this Purchase Order is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Seller or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

• Any such clause is unenforceable against the Government.
• Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.
• Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

23. Non-Waiver of Rights/Severability

The failure of either party to insist upon strict performance of any of the terms and conditions in this Purchase Order or to exercise any rights or remedies, shall not be construed as a waiver of its rights to assert any of same or to rely on any such terms or conditions at any time thereafter. Any rights and remedies specified under this Purchase Order shall be cumulative, non-exclusive and in addition to any other rights and remedies available at law or equity. Each paragraph and provision of these Terms and Conditions is severable, and if one or more paragraphs or provisions are declared invalid, the remaining provisions of these Terms and Conditions will remain in full force and effect.

24. Force Majeure/Excusable Delays

Seller shall not be liable for any delay or failure to deliver any or all goods or services covered by this Purchase Order in the event of delay or failure caused by governmental regulations, labor disputes, strikes, war, riots, insurrection, civil commotion, explosion, fire, flood, accident, storm or any act of God, delays of common carriers, embargoes, or other causes beyond Seller’s reasonable control. Similarly, Buyer shall not be liable for failure to take delivery of the goods for any of the above causes, or other causes beyond Buyer’s reasonable control if they render it commercially impracticable for Buyer to receive or use the goods on a timely basis. Seller shall not be obligated to sell, nor Buyer obligated to purchase at a later date that portion of the goods that Seller is unable to deliver, or Buyer is unable to receive or use because of any of the aforementioned causes. No goods are to be tendered by Seller after expiration of the terms specified in this Purchase Order without consent of Buyer.

25. Assignment

This Purchase Order may not be assigned, and Seller may not delegate any performance, duty or other obligation of Seller without the prior written approval of the Verus Research Buyer. This limitation shall include all sub-tier vendors associated with completion of custom fabrications on behalf of Buyer. At no point is Seller permitted to outsource required operations to a third party without written acceptance from Buyer.

26. Incorporation by Reference

The Seller’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the Purchase Order.

27. Gratuities

Verus Research (VR) employees are not permitted to accept gifts or gratuities from any supplier for themselves or for their families. Generally, however, it is permissible for employees to accept advertising novelties, provided that the item is of no appreciable value to the employee and is widely distributed to others with essentially the same business relationship.

28. Order of Precedence

The following order of precedence will govern in the event of any conflict among the documents of this Purchase Order:

1. Purchase Order (or Change Order to the Purchase Order)
2. Specifications/Statement of Work, if applicable.
   • When fabricating custom products based on CAD models, blueprints, or any other documentation defining and controlling product conformity, the blueprint only shall determine all acceptance criteria.
3. General Terms and Conditions.
4. FAR Flowdown Clauses – Commercial Items, if applicable.
5. Special Terms and Conditions Derived and Flowed Down from US Government Prime Contract Terms and Conditions, if applicable.

29. Entire Agreement

This Purchase Order and any documents referred to on the face hereof, constitute the entire agreement between the parties.

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Federal Acquisition Regulation (FAR) Flowdown Clauses for Commercial Items

FAR/DFARS FLOWDOWN CLAUSES

FAR clauses referenced below shall be those in effect as of the date of this Agreement. The referenced clauses can be viewed in full text at https://www.acquisition.gov.

 

THE FOLLOWING FAR CLAUSES APPLY TO COMMERCIAL ORDERS:

52.204-19 Incorporation by Reference of Representations and Certifications

52.212-4 Contract Terms and Conditions-Commercial Items

52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders-Commercial Items (Deviation 2018-O0021)

52.225-13, Restrictions on Certain Foreign Purchases

52.225-25, Prohibition on Contracting with Entities Engaging in Certain Activities on Transactions Relating to Iran-Representation and Certifications

52.209-10, Prohibition on Contracting with Inverted Domestic Corporations

52.233-3, Protest after Award

52.233-4, Applicable Law for Breach of Contract Claim

52.223-16, Acquisition of EPEAT^®-Registered Personal Computer Products

52.225-1, Buy American-Supplies

52.232-40, Providing Accelerated Payments to Small Business Subcontractors (Applicable to small businesses)

 

PER 52.212-5, THE FOLLOWING CLAUSES APPLY TO ALL PURCHASES

52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements

52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities

52.222-21, Prohibition of Segregated Facilities

52.222-26, Equal Opportunity

52.222-50, Combating Trafficking in Persons

52.204-27, Prohibition on a ByteDance Covered Application

52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving

 

PER 52.212-5, THE FOLLOWING CLAUSES APPLY TO ALL PURCHASES IN EXCESS OF $2,500

52.222-41, Service Contract Labor Standards

52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements

52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements

52.222-55, Minimum Wages Under Executive Order 13658

52.222-62, Paid Sick Leave Under Executive Order 13706

 

PER 52.212-5, THE FOLLOWING CLAUSES APPLY TO ALL PURCHASES IN EXCESS OF $3,500

52.222-54, Employment Eligibility Verification (Applicable if period of performance is 120 days or greater)

 

PER 52.212-5, THE FOLLOWING CLAUSES APPLY TO ALL PURCHASES IN EXCESS OF $10,000

52.222-3, Convict Labor

52.222-19, Child Labor-Cooperation with Authorities and Remedies

 

PER 52.212-5, THE FOLLOWING CLAUSES APPLY TO ALL PURCHASES IN EXCESS OF $15,000

52.222-36, Equal Opportunity for Workers with Disabilities

 

PER 52.212-5, THE FOLLOWING CLAUSES APPLY TO ALL PURCHASES IN EXCESS OF $30,000

52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards

 

PER 52.212-5, THE FOLLOWING CLAUSES APPLY TO ALL PURCHASES IN EXCESS OF $35,000

52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment

 

PER 52.212-5, THE FOLLOWING CLAUSES APPLY TO ALL PURCHASES OF $150,000 OR GREATER

52.222-35, Equal Opportunity for Veterans

52.222-37, Employment Reports on Veterans

 

PER 52.212-5, THE FOLLOWING CLAUSES APPLY TO ALL PURCHASES IN EXCESS OF THE SIMPLIFIED ACQUISITION THRESHOLD (Currently $250,000)

52.203-6, Restrictions on Subcontractor Sales to the Government

52.222-40, Notification of Employee Rights Under the National Labor Relations Act

 

PER 52.212-5, THE FOLLOWING CLAUSES APPLY TO ALL PURCHASES IN EXCESS OF $6 MILLION AND HAVE PERFORMANCE PERIOD IN IS 120 DAYS OR MORE

52.203-13, Contractor Code of Business Ethics and Conduct
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