These Purchase Order Terms and Conditions (these “Terms and Conditions”) are incorporated into each Purchase Order, which makes reference to these Terms and Conditions, issued by DEKA Research & Development Corp. or any of its affiliates (collectively “DEKA”) to any vendor or other supplier of goods and/or services (“Supplier”). By accepting any such Purchase Order or providing goods or services in response to any such Purchase Order, Supplier agrees to these Terms and Conditions.

1. If Supplier is supplying goods, Supplier represents and warrants to DEKA that Supplier has all necessary rights and title to transfer the goods to DEKA, that the goods are free of liens, that the goods are new and unused, that the goods conform to any applicable specification, that the goods are merchantable and fit for any particular purpose which DEKA may have made known to Supplier, and that the goods do not infringe the intellectual property rights of any party. If Supplier is supplying services, Supplier represents and warrants to DEKA that Supplier has the training, experience, employees and equipment necessary to properly and competently render the services, that the services will be rendered in accordance with all applicable laws and generally prevailing standards, that DEKA will be the exclusive owner of all deliverables delivered by Supplier to DEKA in connection with rendering the services and all designs, inventions, copyrights and other intellectual property rights in such deliverables, and that the services do not infringe the intellectual property rights of any party.
2. Supplier shall deliver the goods to DEKA F.O.B. DEKA’s place of business at 324 Commercial Street, Manchester, NH or DEKA’s other designated delivery address.
3. Except as necessary to deliver goods or services to DEKA under the Purchase Order, Supplier shall neither use nor disclose to any third party any confidential information of DEKA that may be communicated to Supplier. This does not limit Supplier’s obligations under any separate non-disclosure or confidentiality agreement with DEKA.
4. Unless DEKA gives prior written consent, Supplier shall neither assign any of its rights nor delegate any of its duties under the Purchase Order.
5. Supplier shall invoice DEKA for goods after delivery and for services after the services are rendered. DEKA shall pay Supplier’s invoice within thirty (30) days.
6. Supplier shall indemnify DEKA against and hold DEKA harmless from any and all claims and losses arising out of (i) any defect in goods supplied hereunder, (ii) any Supplier breach of any representation or warranty hereunder, and (iii) any Supplier breach of these Terms and Conditions.
7. DEKA may cancel the Purchase Order at any time. Upon such cancellation DEKA shall pay Supplier for services actually rendered or goods actually received based on the prices stated on the Purchase Order and percent completed.
8. DEKA shall have no liability to Supplier for consequential, special, or punitive damages. DEKA shall have no liability to Supplier for any damages (whether based on any claim of breach of contract, any tort claim, any indemnity claim,
   or any other cause of action) in excess of the prices stated on the Purchase Order for services actually rendered to DEKA or goods actually received by DEKA.
9. The Purchase Order and these Terms and Conditions are the entire agreement between Supplier and DEKA and may only be amended by a written agreement signed by Supplier and DEKA. These Terms and Conditions supersede any conflicting terms in any document delivered by Supplier to DEKA.
10. Any controversy or claim arising out of or relating to the Purchase Order or these Terms and Conditions or the breach thereof shall be settled by arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules [including the Emergency Interim Relief Procedures]. The Arbitration shall take place in Manchester, NH. The Arbitrator’s decision shall be final, and no party may take any action, judicial or administrative, to overturn this decision. The judgment rendered by the Arbitrator may be entered in any court having jurisdiction thereof.
11. New Hampshire law governs the Purchase Order and these Terms and Conditions.
12. For Purchase Orders issued by DEKA-affiliate DEKA Integrated Solutions Corp. (“DISC”) the following additional terms and conditions are also incorporated into the Purchase Order (in addition to those set forth above).
    1. The goods and/or services to be supplied by Supplier under this Purchase Order will be part of DISC’s services under a contract (the “Prime Contract”) with an agency of the United States government. To the extent required by the regulation, the federal regulations listed by Federal Acquisition Regulation number below (the “Incorporated Regulations”) are incorporated into this Purchase Order by reference and made a part hereof (to the extent applicable). If appropriate in the context, references to the “Contractor” and “Subcontractor” in those Incorporated Regulations shall mean the Supplier and references to the “Government” or “Contracting Officer” shall mean DISC. To the extent that the Incorporated Regulations require that the “Contractor” obtain any particular representation, warranty, certification or agreement from a “Subcontractor”, Supplier hereby makes that representation, warranty, certification or agreement.
       

       FAR	Title
       52.203-6 (Sep 2006)	Restrictions On Subcontractor Sales To The Government (if >$150,000)
       52.203-7 (May 2014)	Anti-Kickback Procedures (if >$150,000)
       52.203-12 (Oct 2010)	Limitation On Payments To Influence Certain Federal Transactions (if > $150,000)
       52.203-13 (Apr 2010)	Contractor Code of Business Ethics and Conduct (if >$5,000,000)
       52.203-14 (Dec 2007)	Display of Hotline Poster(s) (if > $5,000,000)
       52.203-17 (Apr 2014)	Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights (if > $150,000)
       52.209-6 (Aug 2013)	Protecting the Government’s Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment (if >$30,000)
       52.215-2 (Oct 2010)	Audit and Records—Negotiation (if > $150,000)
       52.215-12 (Oct 2010)	Subcontractor Certified Cost or Pricing Data (if > $650,000)
       52.215-14 (Alt I) (Oct 1997)	Integrity of Unit Prices (if > $150,000)
       52.215-15 (Oct 2010)	Pension Adjustments and Asset Reversions
       52.215-18 (Jul 2005)	Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other than Pensions
       52.215-19 (Oct 1997)	Notification of Ownership Changes
       52.219-8 (Oct 2014)	Utilization of Small Business Concerns
       52.222-21 (Apr 2015)	Prohibition of Segregated Facilities
       52.222-26 (Apr 2015)	Equal Opportunity
       52.222-35 (Jul 2014)	Equal Opportunity for Veterans (if > $100,000)
       52.222-36 (Jul 2014)	Equal Opportunity for Workers With Disabilities (if > $15,000)
       52.222-37 (Jul 2014)	Employment Reports on Veterans (if >$100,000)
       52.222-40 (Dec 2010)	Notification of Employee Rights Under the National Labor Relations Act (if > $10,000)
       52.222-50 (Mar 2015)	Combating Trafficking in Persons
       52.222-54 (May 2022)	Employment Eligibility Verification
       52.223-6 (May 2001)	Drug-Free Workplace
       52.223-18 (Aug 2011)	Encouraging Contractor Policies To Ban Text Messaging While Driving
       52.225-13 (Jun 2008)	Restrictions on Certain Foreign Purchases
       52.227-1 (Alt I) (Dec 2007)	Authorization And Consent (if >$150,000)
       52.227-2 (Dec 2007)	Notice And Assistance Regarding Patent And Copyright Infringement (if >$150,000)
       52.227-11 (May 2014)	Patent Rights–Ownership By The Contractor
       52.232-40 (Dec 2013)	Providing Accelerated Payments to Small Business Subcontractors
       52.244-6 (Mar 2015)	Subcontracts for Commercial Items
       52.245-1 (Apr 2012)	Government Property
       252.203-7002 (Sep 2013)	Requirement to Inform Employees of Whistleblower Rights
       252.204-7000 (Aug 2013)	Disclosure of Information
       252.204-7012 (Nov 2013)	Safeguarding of Unclassified Controlled Technical Information
       252.225-7048 (Jun 2013)	Export-Controlled Items
       252.226-7001 (Sep 2004)	Utilization of Indian Organizations and Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns (if >$500,000)
       252.227-7013 (Feb 2013)	Rights in Technical Data–Noncommercial Items
       252.227-7014 (Feb 2014)	Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation
       252.227-7016 (Jan 2011)	Rights in Bid or Proposal Information
       252.227-7019 (Sep 2011)	Validation of Asserted Restrictions–Computer Software
       252.227-7037 (Jun 2013)	Validation of Restrictive Markings on Technical Data
       252.247-7023 (Apr 2014)	Transportation of Supplies by Sea (if >$150,000)
       252.247- 7024 (Mar 2000)	Notification Of Transportation Of Supplies By Sea

    2. If the Prime Contract is terminated or amended so that the goods and/or services to be supplied by Supplier to DISC under this Purchase Order are no longer required, DISC may terminate this Purchase Order without liability to Supplier except that DISC shall remain responsible to pay for goods and/or services actually delivered.
    3. Supplier represents to DISC that any goods to be supplied by Supplier under this Purchase Order are similar to goods that Supplier generally sells with modifications (if any) of a type customarily available in the commercial marketplace.
    4. Supplier hereby certifies to the best of its knowledge and belief that no federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on its behalf in connection with the awarding of this Purchase Order. If any registrants under the Lobbying Disclosure Act of 1995 have made a lobbying contact on behalf of the Supplier with respect to this Purchase Order, Supplier shall complete and submit to DISC OMB Standard Form LLL, Disclosure of Lobbying Activities, to provide the name of the registrants.
    5. Supplier represents to DISC that: (i) neither Supplier nor its principals is debarred, suspended or proposed for debarment by the federal government, and (ii) Supplier is not owned or controlled by a government of a terrorist country.