Additional Terms and Conditions EA-18G Airborne Electronic Attack (AEA) Kits for the Royal Australian Air Force (RAAF) (Boeing PO Number 669561) All of the additional terms and conditions set forth below are incorporated in and made part of this Order. Any conflict between any of the conditions contained in this form and those appearing on Northrop Grumman Purchase Order Terms and Conditions shall be resolved in favor of the conditions in this form. I. Changes to Terms And Conditions A. The November 1995 version of the DoD FAR Supplement 252.227-7013 clause applies to this Order. B. The following changes are made to the clause entitled, FAR and DFARS Provisions/Clauses : 1. Add the following FAR clause: 52.203-15 WHISTLEBLOWER PROTECTIONS UNDER THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009 2. Add the following DOD FAR Supplement clauses: 252.204-7000 DISCLOSURE OF INFORMATION 252.211-7003 ITEM IDENTIFICATION AND VALUATION (items requiring Unique Item Identification shall be identified on the resultant Order) 252.228-7001 GROUND AND FLIGHT RISK 252.247-7003 PASS-THROUGH OF MOTOR CARRIER FUEL SURCHARGE ADJUSTMENT TO THE COST BEARER 3. Delete the following DOD FAR Supplement Clauses: 252.225-7014 PREFERENCE FOR DOMESTIC SPECIALTY METAL AND ALTERNATE I 252.225-7014 PREFERENCE FOR DOMESTIC SPECIALTY METALS (DEVIATION NO. 2008-O0002) AND ALTERNATE I (DEVIATION NO. 008-O0002) II. ADDITIONAL CONDITIONS 1. PUBLICITY Without Buyer s prior approval, Seller shall not, and shall require that its subcontractors at any tier shall not, release any publicity, advertisement, news release or denial or confirmation of same regarding this Order or the Goods or program to which it pertains. 2. BUYER S PROPERTY (applicable if Buyer is providing Property under this Order) Seller shall clearly mark and maintain an inventory of, and keep segregated or identifiable all of Buyer property and all property to which Buyer acquires an interest by virtue of this Order. Upon request, Seller shall provide Buyer with adequate proof Addendum 524 (1/13) Page 1 of 12
of insurance against such risk of loss. Seller shall not use such property other than in the performance of this Order without Buyer s prior written consent. Seller shall notify Buyer if Buyer s property is lost, damaged or destroyed. As directed by Buyer, upon completion, termination or cancellation of this Order, and at Buyer s expense, Seller shall deliver such property, to the extent not incorporated in delivered Goods, to Buyer in the same or similar condition as received subject to wear and tear and manufacturing losses associated with the use and storage of Buyer s Property in the performance of this Order. Nothing in this article limit s Seller s use, in its direct contracts with the Government, of property in which the Government has an interest. 3. MATERIAL SUBSTITUTION PROHIBITION a. Unauthorized Material Substitution (General) Unauthorized Material Substitutions are not permitted on Buyer s Goods. Unauthorized Material Substitution includes any deviation from the engineering definition of a raw material. Engineering definition includes Buyer design drawing and applicable specifications, product specification, form, size, shape, chemistry, melt method, origin, temper/condition, product testing or surface finish. Alternate materials specified in the engineering definition (and often described as approved material substitutions therein) do not constitute unauthorized material substitution. Terms and definitions for metallic materials and processing used herein are clarified in ARP1917. b. Metallic Materials (Specific) Temper or Condition Conversion Unless specifically authorized by the engineering definition, conversion of a raw material (i.e., heat treat to change the temper or condition of the material) constitutes material substitution of the condition provided by the manufacturer. Metallic Raw Materials Buyer s engineering drawings may refer to obsolete or superseded specifications covering several forms, thicknesses, widths, etc., of the alloy or alloys. The required characteristics of these materials are defined not only by the objective test standards of the specification, but by the processes/methods by which this final form is achieved. These requirements are often captured in the definitions of the required material forms, and may not be explicitly called out in the detailed requirements. The raw material certification results from both the process used to make it and the tests to verify basic properties. Seller shall ensure that metallic materials covered by current or obsolete/superseded specifications are produced using the standard industry practices designed strictly for the production of stock to the specified thickness, diameter, width or cross sectional area, achieved by thermo-mechanical processing or casting process. Chemical, electromechanical and mechanical methods used for the removal of surface scale or contamination, or the production of the required surface finish, in accordance with the material specification are acceptable. Raw material must not be re-certified with respect to thickness, diameter, width or cross sectional area or product form. Machining or cutting of thicker product or other product forms shall not be supplied in lieu of specified product unless specifically authorized by Buyer. Raw material certifications for material or parts shall reflect the form and size of the Addendum 524 (1/13) Page 2 of 12
raw material as originally manufactured by the raw material producer. c. Specification Supersession: For Government specifications and standards canceled after June 1994, Seller and subcontractors at all tiers shall use the last active revision of the canceled specification and standard until an acceptable replacement is included in the requirements of this Order. Contact the Buyer in the event of any inconsistency in applicable specification or standard. d. Reports (Full Pedigree from melt to final product) Raw material certifications shall show clear traceability to the manufacturer(s) of the raw material including ingot source, all thermo-mechanical processing (i.e., forging, rolling, drawing, etc.), heat treatment, chemical processing and inspections as required by applicable raw material specification requirements. e. Chain of Custody (Disguising intermediate ownership) Suppliers shall not disguise the pedigree of material or chain or ownership by removal of a previous supplier s name, nomenclature or identification. f. Source of Additional Information Additional information and guidance may be found through Boeing s Supplier Portal or the Buyer. g. The substance of this clause shall be flowed in all Purchase Orders and Subcontracts at every tier. 4. SPECIAL TOOLING To the extent that Seller, including any subcontractor thereof, uses special tooling, either furnished to or acquired by Seller under this Order, in the performance of this Order, Seller shall manage such tooling in accordance with clause E223 of this Order. 5. REQUEST FOR CORRECTIVE ACTION Seller shall respond to requests from Northrop Grumman Systems Corporation or its customer for corrective action within the time specified on the requesting document. Corrective action shall be documented and shall include the cause of the deficiency and the specific effectivity of the corrective action. Sellers responsibility for corrective action shall extend to its procurement sources when noted deficiency(s) require such action to secure resolution. Seller or Sellers procurement sources shall perform failure analysis when the cause of the deficiency cannot be determined by other means. 6. INDUSTRY ALERTS Northrop Grumman Systems Corporation and its customer reserve the right to request information pertaining to the effect on Seller hardware of various industry alerts (i.e. Government Industry Data Exchange Program (GIDEP)). Seller shall respond to the request for information within the time specified. Seller shall request additional information from its procurement sources when necessary. 7. ACCESS TO SELLERS SUBCONTRACTOR FACILITIES In addition to Seller facilities, and upon providing Seller with reasonable notice and coordination, Northrop Grumman Systems Corporation or its customer shall have the right to send Northrop Grumman Systems Corporation or its customer personnel into Addendum 524 (1/13) Page 3 of 12
Seller s subcontractor facilities to inspect performance, progress, quality and procedures of any work associated with a Northrop Grumman Systems Corporation or its customer s programs for as long and often as Northrop Grumman Systems Corporation deems necessary. Such visits by Northrop Grumman Systems Corporation personnel to Seller s subcontractor facilities will be coordinated with Seller and will not relieve Seller of its responsibility for management of its subcontractors. 8. SECURITY REQUIREMENTS FOR ACCESS TO PREMISES OWNED OR CONTOLLED BY BUYER, BUYER S CUSTOMER OR THE GOVERNMENT (This clause applies only of this Order requires Seller to work on facilities owned or controlled by Buyer, Buyer s customer or the Government) All employee, agents, and representatives of Seller or its subcontractors who are expected to enter premises owned or controlled by Buyer, Buyer s customer or the Government are required to provide Buyer s Security personnel with proof of citizenship. Examples of original documents that are considered satisfactory are U.S. Birth Certificates, U.S. Passports, Certificates of Naturalization, Alien Registration Receipt Card, (with photograph), and/or other evidence of citizenship satisfactory to Buyer before being allowed access to Buyer s premises. All such employees, agents and representatives are bound by the provisions of the United States Criminal Code relating to espionage and sabotage and will conform to the standards and requirements established by the Government and Buyer s Security. Seller will submit the name and birth certificate and/or other satisfactory evidence of citizenship of each such employee, agent, or representative prior to the time for reporting at work. Selected positions and assignments of Seller s employees may require a security clearance. 9. EXPORT LICENSING INFORMATION/OFFSHORE PROCUREMENT a. This Order, including any attachments or exhibits hereto, may contain information which is subject to the International Traffic in Arms Regulations (ITAR) or Export Administration Regulations (EAR) which may not be released to foreign concerns or foreign persons either inside or outside the United States without first obtaining the proper export authority. Seller shall obtain an export license pursuant to the requirements set forth herein for any items that Seller either manufactures or subcontracts outside the U.S. or before allowing access to any technical data by a foreign person in the United States. If Seller is a Foreign Person (as defined by the International Traffic in Arms Regulations (ITAR) reference 22 CFR Sub-Chapter M) the Seller shall, upon request of Buyer and without additional cost, provide such information as may be necessary to support Buyer s application for export license(s) covering any items ordered from Seller hereunder. b. This Order may contain defense related technical data. Buyer has obtained, or will obtain, the approval of the U.S. Government to furnish to Seller the data, and any other items hereunder requiring such approval, which are necessary for Seller Addendum 524 (1/13) Page 4 of 12
to perform this Order. U.S. Government approval is based upon the following ITAR requirements with which Seller agrees to comply: 1. Seller shall use the technical data furnished by Buyer only in the manufacture of defense articles in accordance with this Order. 2. Seller shall not disclose or provide technical data furnished by Buyer to any person except authorized U.S. citizen, intending citizen, permanent resident alien (immigrant alien). If Seller is a Foreign Person, it may also disclose or provide technical data furnished by Buyer to its employees who are citizens of the same country and qualified subcontractors in the same country which require the data in performance of the subcontracts. 3. Seller shall not disclose or provide technical data furnished by Buyer to any foreign person either in the U.S. or abroad unless obtaining prior authorization directly from the U.S. Department of State Office of Defense Trade Controls (ODTC). ITAR defines a foreign person as any person who is not a U.S. citizen, permanent resident alien, or a protected individual as defined by 8 USC 1324(a)(3). Foreign person also means a foreign corporation (corporation not incorporated in the U.S.), foreign government, and any agency or subdivision of foreign governments (i.e. diplomatic mission). 4. Seller shall not acquire any rights in the data furnished by Buyer except to use it in the performance of this Order. Seller also shall not convey to its qualified subcontractors any greater rights in the data than Seller has. Seller s qualified subcontractors shall only have the right to use the data as required in performance of their subcontracts. 5. Seller shall deliver the defense articles manufactured in accordance with this Order only to Buyer or to the U.S. Government. 6. Upon completion or termination of this Order, Seller shall destroy or return to Buyer all technical data furnished to Seller by Buyer pursuant to this Order. At Buyer s election, Buyer may direct Seller to return or destroy the data and may require Seller to certify in writing that Seller has complied. 7. Seller shall impose these requirements, a. through g., suitably revised to identify the parties properly, on all of its subcontractors to which Seller intends to furnish technical data provided by Buyer for use by the subcontractors in performance of the subcontracts. Addendum 524 (1/13) Page 5 of 12
10. PROGRAM PROTECTION IMPLEMENTATION Seller shall implement an Acquisition Program Protection Program (AP3) in accordance with the Statement of Work of this Order, as applicable, and the US Navy EA-18G Airborne Electronic Attack (AEA) ACAT (U) Program Protection Plan (PPP) (U). Seller shall document its information and technology protection program for the EA-18G program in a Program Protection Implementation Plan (PPIP). Seller shall provide PPIP protection for all sensitive information, (as defined in Department of Defense Regulation (DoD) 5200.1-R), technical data (as defined in Department of Defense Directive (DoDD) 5230.24), and critical program information (CPI) (as defined and identified in the US Navy EA-18G Airborne Electronic Attack (AEA) ACAT (U) Program Protection Plan (PPP) (U). Seller shall use Chief of Naval Operations Instructions (OPNAVINST) 3432.1 and National Security Decision Direction (NSDD 298 for the concept of Operational Security (OPSEC), and apply the framework for telecommunications security in the Defense Federal Acquisition Regulation (DFARS) Clause 252.239-7016, as appropriate. Seller shall apply and use Distribution Statements, Export Warning Statements, and Destruction Statements in accordance with (IAW) the requirements listed in DoDD 5230.24. Documents requiring For Official Use Only markings will be marked IAW requirements of Section C4.2 of Department of Defense (DoD) Regulation 5400.7-R. Any Seller subcontractor/supplier with access to CPI, as defined and identified in the US Navy EA-18G Airborne Electronic Attack (AEA) ACAT (U) Program Protection Plan (PPP) (U), shall develop and maintain a program specific PPIP. The Seller s and subtier subcontractor/supplier s PPIP shall be reviewed and approved by Northrop Grumman with an informational copy provided to Boeing. Any changes to an approved Northrop Grumman approved PPIP shall be submitted IAW the requirements of this Order. The changes must be approved in writing by Boeing PRIOR to them taking effect. 11. PROGRAM PROTECTION SUBCONTRACTOR PLAN Any Seller with access to Critical Program Information (CPI), as defined and identified in the US Navy Program Protection Plan for the F/A-18 E/F and EA-18G Program, dated 24 March 2007, shall develop and maintain a program specific PPIP. The Seller PPIP shall be reviewed and approved by NGSC. NGSC shall determine the need for Sellers with access to sensitive and/or technical information but without access to CPI, as defined in the Program Protection Plan for the F/A-18E/F and EA- 18G Program, dated 24 March 2007, to develop OPSEC plans. Any sub-tier supplier OPSEC plan shall be reviewed and approved by NGSC. 12. COMPLIANCE WITH RESTRICTION ON ACQUISITION OF CERTAIN ARTICLES CONTAINING SPECIALTY METALS CLAUSE Seller must comply with the provisions of DFARS 252.225-7009 Restriction on Acquisition of Certain Articles Containing Specialty Metals and is required to notify all subcontractors at all levels to comply with the provisions of this clause through inclusion of DFARS 252.225-7009 in its Subcontracts and Purchase Orders. Seller Addendum 524 (1/13) Page 6 of 12
and its subcontractors must deliver compliant hardware pursuant to the requirements of this Order. 13. COST PERFORMANCE REPORTING (SSOW WS-F18-21939) Seller shall provide a NGIS Cost Data Summary Report DD 1921, NGIS Functional Cost Hour Report DD 1921-1, NGES Functional Cost-Hour Report DD 1921-1, an NGES Cost Data Summary Report DD 1921, and a Sustaining Engineering Cost Report as applicable and as defined in DoD 5000.2. 14. COUNTERFEIT GOODS a. Seller shall not furnish to Buyer any Goods under this Order that are Counterfeit Goods, defined as Goods or separately-identifiable items or components of Goods that: (i) are an unauthorized copy or substitute of an Original Equipment Manufacturer or Original Component Manufacturer (collectively, OEM ) item; (ii) are not traceable to an OEM sufficient to ensure authenticity in OEM design and manufacture; (iii) do not contain proper external or internal materials or components required by the OEM or are not constructed in accordance with OEM design; (iv) have been re-worked, re-marked, re-labeled, repaired, refurbished, or otherwise modified from OEM design but not disclosed as such or are represented as OEM authentic or new; or (iv) have not passed successfully all OEM required testing, verification, screening, and quality control processes. b. Seller shall implement an appropriate strategy to ensure that Goods furnished to Buyer under this Order are not Counterfeit Goods. Seller s strategy shall include, but is not limited to, the direct procurement of items from OEMs or authorized suppliers, conducting approved testing or inspection to ensure the authenticity of items, and, when items are to be procured from non-authorized suppliers, obtaining from such non-authorized suppliers appropriate certificates of conformance that provide one or more of the following: (i) the OEM s original certificate of conformance for the item; (ii) sufficient records providing unbroken supply chain traceability to the OEM; or (iii) test and inspection records demonstrating the item s authenticity. c. Counterfeit Goods delivered or furnished to Buyer under this Order are deemed nonconforming. If Seller becomes aware or suspects that it has furnished Counterfeit Goods to Buyer under this Order, Seller promptly shall notify Buyer and replace, at Seller s expense, such Counterfeit Goods with OEM or Buyerapproved Goods that conform to the requirements of this Order. Seller shall be liable for all costs related to the replacement of Counterfeit Goods and any testing or validation necessitated by the installation of authentic Goods after Counterfeit Goods have been replaced. The remedies contained in this article are in addition to any remedies Buyer may have at law, equity, or under other provisions of this Order. d. Seller bears responsibility for procuring authentic Goods or items from its subcontractors and shall ensure that all such subcontractors comply with the requirements of this article. Addendum 524 (1/13) Page 7 of 12
15. TERMS AND CONDITIONS SUBJECT TO CHANGE Seller understands and agrees that the terms and conditions of this purchase order are subject to change. Seller agrees to negotiate same with the contractor promptly and in good faith. Addendum 524 (1/13) Page 8 of 12