Business Flow Downs

BUSINESS FLOW DOWNS

THIS BUSINESS FLOW DOWNS AGREEMENT (this Agreement) is made and entered into as of by and between ("Prime Contractor"), and ("Subcontractor").

RECITALS

WHEREAS, Prime Contractor is a party to that certain prime contract identified as Contract No. and entitled ;

WHEREAS, Prime Contractor desires to procure certain goods and/or services from Subcontractor and requires that Subcontractor perform those goods and/or services in accordance with applicable requirements of the prime contract; and

WHEREAS, Subcontractor is willing to perform under the terms that flow down to it from the prime contract and to be bound by the obligations set forth in this Agreement;

SCOPE OF WORK

FLOW-DOWN OBLIGATIONS

Subcontractor shall perform the Scope of Work and shall comply with all obligations that Prime Contractor is required to impose on its subcontractors under the prime contract, including but not limited to the following provisions which are incorporated by reference and shall be binding on Subcontractor to the same extent as on Prime Contractor:

1. Quality assurance, inspection and acceptance requirements;
2. Confidentiality and non-disclosure obligations;
3. Insurance, indemnity and liability allocation;
4. Records, audit and access obligations; and
5. Termination for convenience and termination for default provisions.

Subcontractor covenants that it has reviewed the prime contract reference identified above and will perform all required flow-down obligations described therein. If any conflict exists between this Agreement and a flowed-down provision required by the prime contract, the flowed-down provision will control to the extent necessary to satisfy Prime Contractor's obligations to the prime contract.

PAYMENT TERMS

Prime Contractor shall pay Subcontractor for satisfactory performance of the Scope of Work in the total amount of (the Contract Price), subject to the schedule and conditions below.

Invoices shall be submitted in accordance with the invoice instructions above and Prime Contractor shall remit payment within days of receipt of a proper invoice and acceptance of the deliverable(s). Past-due amounts shall accrue interest at per month (or the maximum permitted by law, if less), computed from the date such payment was due until paid.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date set forth above and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Prime Contractor may terminate immediately for cause if Subcontractor materially breaches any flow-down obligation and fails to cure within a reasonable period specified in the notice.

CONFIDENTIALITY

Subcontractor shall treat as Confidential Information all non-public information disclosed by Prime Contractor or its client, including technical data, business information, pricing, and any information designated as confidential, and shall not disclose such information except as necessary to perform under this Agreement or as required by law. Subcontractor shall employ safeguards at least as protective as those used to protect its own confidential materials.

INDEMNIFICATION AND INSURANCE

Subcontractor shall indemnify, defend and hold harmless Prime Contractor and its affiliates, officers, employees and agents from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from Subcontractor's performance under this Agreement, except to the extent caused by Prime Contractor's gross negligence or willful misconduct.

COMPLIANCE; AUDIT RIGHTS

Subcontractor shall comply with all applicable laws, regulations and the provisions of the prime contract. Prime Contractor or its authorized representatives shall have the right, during normal business hours and upon reasonable notice, to audit Subcontractor's records, facilities and performance as necessary to verify compliance with this Agreement and the prime contract.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles.

ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any documents incorporated by reference or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, that provision shall be modified to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

NOTICES AND CONTACTS

REPRESENTATIONS AND WARRANTIES

Subcontractor represents and warrants that it has the requisite corporate power and authority to enter into and perform this Agreement, that the execution and delivery of this Agreement has been duly authorized, that the services will be performed in a professional and workmanlike manner consistent with industry standards, and that Subcontractor will comply with all material obligations flowed down from the prime contract.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that Prime Contractor may assign to an affiliate or in connection with the sale of substantially all of its business. No waiver of any breach shall be effective unless in writing and signed by the waiving party.

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