The following clauses set forth in the Federal Acquisition Regulation (“FAR” available at https://www.acquisition.gov/browse/index/far), Department of Defense FAR Supplement (“DFARS” available at https://www.acquisition.gov/dfars), Health and Human Services Acquisition Regulations (“HHSAR” available at https://www.acquisition.gov/hhsar), Commerce Acquisition Regulations (“CAR” available at https://www.acquisition.gov/car), and National Aeronautics and Space Agency (“NASA”) Federal Acquisition Regulation Supplement (“NFS” available at https://www.acquisition.gov/nfs) in effect as of the date of the Order are incorporated herein by reference with the same force and effect as if they were given in full text. For purposes of this Agreement, the following clauses shall operate, impose the obligations and responsibilities of the parties, and be interpreted as if: “Contract” means any Order issued under this Agreement; “Contracting Officer” means an authorized representative of DLT Solutions; “Contractor” means Vendor; “Government” means DLT Solutions or TD SYNNEX, as the case may be, and “Subcontractor” means Vendor’s lower-tier subcontractors and suppliers.
- REPRESENTATIONS AND CERTIFICATIONS. By providing products or services to DLT Solutions under an Order, Vendor certifies that:
- Neither Vendor nor any of its Principals are presently debarred, suspended, proposed for debarment, or voluntarily excluded for the award of contracts by the Federal Government. “Principal” means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions).
- Neither Vendor nor any of its affiliates are owned or controlled by the government of a country that is a state sponsor of terrorism.
- If Vendor is registered in the System for Award Management (“SAM”), Vendor certifies that its representations and certifications in SAM are current, accurate and complete as of the date of Vendor’s offer for a given Order, including, but not limited to, Vendor’s representations and certifications regarding Vendor’s size or socioeconomic status. Vendor shall promptly provide notice to DLT Solutions following any change in its representations and certifications, in SAM, including, but not limited to, any changes to Vendor’s representations and certifications regarding Vendor’s size or socioeconomic status. Vendor’s representations and certifications in SAM, if any, are incorporated herein by reference.
- 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, or an employee of a Member of Congress on its behalf in connection with the awarding of this Order. If any registrants under the Lobbying Disclosure Act of 1995 have made a lobbying contact on behalf of Vendor with respect to an Order, Vendor shall complete and submit, with its offer, OMB Standard Form LLL, Disclosure of Lobbying Activities, to provide the name of the registrants. Vendor need not report regularly employed officers or employees of Vendor to whom payments of reasonable compensation were made. Submission of this certification and disclosure is a prerequisite for making or entering into this Order imposed by 31 U.S.C. 1352. Any person who makes an expenditure prohibited under this provision or who fails to file or amend the disclosure required to be filed or amended by this provision, shall be subject to a civil penalty of not less than $10,000, and not more than $100,000, for each such failure. As used in this Certification, “Lobbying contact” has the meaning provided at 2 U.S.C. 1602(8) and the remaining terms are defined in FAR clause 52.203-12, Limitation on Payments to Influence Certain Federal Transactions.
- Vendor will not provide to DLT Solutions in the performance of this Order any “covered telecommunications equipment or services,” as defined in FAR 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment, or FAR 52.240-91, Security Prohibitions and Exclusions, as applicable.
- Vendor will not provide to DLT Solutions in the performance of this Order any products mined, produced, or manufactured wholly or in part by forced labor from XUAR or from an entity that has used labor from within or transferred from XUAR as part of any forced labor programs, as specified in paragraph (b) of the DFARS 252.225-7060, Prohibition on Certain Procurements from the Xinjiang Uyghur Autonomous Region.
- Unless Vendor sells only COTS items (as defined in Paragraph 7 below) to DLT Solutions, Vendor shall implement the security requirements required by DFARS clause 252.204-7012, Safeguarding Covered Defense Information and Cyber Incident Reporting
- Unless Vendor sells only COTS items (as defined in Paragraph 7 below) to DLT Solutions, Vendor certifies that it has, within the within the last 3 years, conducted a Basic Assessment as described in DFARS 252.204-7020(d)(1) and submitted the summary level scores of such assessments for all contractor information systems covered by Defense Federal Acquisition Regulation System (DFARS) clause 252.204-7020 to the Government for posting to the Supplier Performance Risk System, and that Vendor fully complies with the requirements of DFARS 252.204-7020.
- Unless Vendor sells only COTS items (as defined in Paragraph 7 below) to DLT Solutions, Vendor certifies that it has the requisite CMMC certification for the CMMC Level assigned to the Order.
- RATED ORDER. If this is a “rated order” certified for national defense use, Vendor shall follow all the requirements of the Defense Priorities and Allocation System Regulations (15 C.F.R. § 700).
- NON-DISCRIMINATION. DLT Solutions and Vendor shall abide by the requirements of 41 CFR §§ 60-300.5(a) and 60-741.5(a) and 29 CFR Part 471, Appendix A to Subpart A. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment qualified protected veterans and qualified individuals with disabilities. Vendor shall include this Paragraph 4 in each lower-tier subcontract it issues.
- COMPTROLLER GENERAL EXAMINATION OF RECORD. The Comptroller General of the United States, an appropriate Inspector General appointed under section 3 or 8G of the Inspector General Act of 1978 (5 U.S.C. App.), or an authorized representative of either of the foregoing officials shall have access to and right to examine any of Vendor’s or any subcontractors’ records that pertain to, and involve transactions relating to, this Order. Vendor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this Order or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this Order. If this Order is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals or to litigation or the settlement of claims arising under or relating to this Order shall be made available until such appeals, litigation, or claims are finally resolved. As used in this Paragraph 5, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require Vendor to create or maintain any record that Vendor does not maintain in the ordinary course of business or pursuant to a provision of law.
- DISPUTES. If DLT Solutions elects to prosecute any dispute involving this Order under the disputes procedure applicable to the Government Contract, Vendor shall cooperate fully with DLT Solutions in prosecuting the dispute. Vendor shall be bound by the final outcome of the disputes procedure if DLT Solutions has afforded Vendor an opportunity to participate in DLT Solutions’ prosecution of the dispute. Pending the final resolution of any dispute arising out of or relating to this Order, Vendor shall proceed diligently with performance of this Order, including the delivery of goods or performance of services, in accordance with DLT Solution’s direction.
- FAR/DFARS AND OTHER FLOWDOWN CLAUSES.
For clauses marked with an asterisk (*) references to the “Government” shall remain the U.S. Government.
“Commercially available off-the-shelf” or “COTS” means any item of supply that is (a) a Commercial Product (as defined in FAR 2.101); (b) sold in substantial quantities in the commercial marketplace; and (c) offered to the Government under the Purchase Order, without modification, in the same form in which it is sold in the commercial marketplace.
DLT or TD SYNNEX, as the case may be, may modify this Exhibit to add any provisions that are reflected in an applicable prime contract or higher-tiered subcontract (collectively referred to herein as “Prime Contract”) or in subsequent modifications to an applicable Prime Contract. Accordingly, Vendor agrees that upon DLT's or TD SYNNEX's request, as the case may be, Vendor will negotiate in good faith with DLT or TD SYNNEX, as the case may be, relative to modifications hereto to incorporate additional provisions herein or to change provisions hereof, as DLT or TD SYNNEX, as the case may be, may reasonably deem necessary in order to comply with the provisions of an applicable Prime Contract, or with the provisions of modifications to an applicable Prime Contract.
Vendor shall comply with the following FAR and agency supplemental clauses based on the applicability conditions below. If a FAR or agency supplemental clause does not apply to Vendor or the Order based on the applicability conditions in the “Limitations on Applicability” column, then the clause shall be considered self-deleting. FAR and agency supplemental clauses without an applicability condition apply to all Orders.
Vendor shall include these FAR and other agency clauses in each lower-tier subcontract it issues, as applicable.
- The following FAR clauses apply to all Orders issued in support of Prime Contracts with the federal government in accordance with the parenthetical conditions outlined below.
| Clauses | Limitations on Applicability (if blank, the clause applies to all Orders) | |
|---|---|---|
| 52.202-1 | Definitions | |
| 52.203-6 | Restrictions on Subcontractor Sales to the Government, Alt. I | Applies if Order value exceeds simplified acquisition threshold, as defined in FAR 2.101 on date of Order award |
| 52.203-12 | Limitation on Payments to Influence Certain Federal Transactions | Applies if Order value exceeds threshold specified in FAR 3.808 on date of Order award
|
| 52.203-13 | Contractor Code of Business Ethics and Conduct | Applies if Order value exceeds threshold specified in FAR 3.1004(a) on date of Order award and has a period of performance of more than 120 days. All disclosures of violations of the civil False Claims Act or of Federal criminal law shall be directed to the agency Office of the Inspector General, with a copy to the Contracting Officer |
| 52.203-17 | Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights | |
| 52.203-19 | Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements | |
| 52.204-2 | Security Requirements | Applies if Order involves access to classified information |
| 52.204-9 | Personal Identity Verification of Contractor Personnel | Applies if Vendor employees will have routine physical access to a Federally-controlled facility and/or routine access to a Federally-controlled information system |
| 52.204-10 | Reporting Executive Compensation and First-Tier Subcontract Awards | To Order, Vendor must provide DLT Solutions with information the clause required; the information Vendor provides will be made publicly available |
| 52.204-14 | Service Contract Reporting Requirements | If Vendor is providing services under an Order, upon DLT's request, Vendor shall provide DLT with the information paragraph (f) of the clause requires by; the information Vendor provides to DLT will be made available to the public |
| 52.204-21 | Basic Safeguarding of Covered Contractor Information Systems | Applies to Orders if Vendor may have Federal contract information residing in or transiting through its information system; not applicable to Orders for COTS items |
| 52.204-23 | Prohibition on Contracting for Hardware, Software, Services Developed or Provided by Kaspersky Lab and other Covered Entities | |
| 52.204-25 | Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment | Excluding paragraph (b)(2) |
| 52.204-27 | Prohibition on a ByteDance Covered Application | |
| 52.204-28 | Federal Acquisition Supply Chain Security Act Orders—Federal Supply Schedules, Governmentwide Acquisition Contracts, and Multi-Agency Contracts | |
| 52.204-30 | Federal Acquisition Supply Chain Security Act Orders—Prohibition | Excluding paragraph (c)(1) |
| 52.209-6 | Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, Proposed for Debarment, or Voluntarily Excluded | Applies if Order value exceeds threshold specified in FAR 9.405-2(b) on date of Order award, unless Order is for COTS items |
| 52.211-15 | Defense Priority and Allocation Requirements | Applies to rated Orders |
| 52.212-4 | Contract Terms and Conditions – Commercial Products and Commercial Services | Only the following titled paragraphs of this clause apply to Order and only if Order is issued in support of a Prime Contract that contains FAR 52.212-4: Excusable Delays; Patent Indemnity; Termination for the Government’s Convenience; Warranty; Compliance with Laws Unique to Government Contracts; Unauthorized Obligations, Comptroller General Examination of Record; and Incorporation by Reference |
| 52.215-21 | Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data - Modifications | |
| 52.219-8 | Utilization of Small Business Concerns | Applies if Order offers further subcontracting opportunities |
| 52.219-28 | Post-Award Small Business Program Rerepresentation | |
| 52.222-3 | Convict Labor | |
| 52.222-19 | Child Labor – Cooperation with Authorities and Remedies | |
| 52.222-35 | Equal Opportunity for Veterans | Applies if Order has a value at or above threshold specified in FAR 22.1303(a) or 22.1302-1(a)(2) of FAR Overhaul, as applicable, on date of Order award |
| 52.222-36 | Equal Opportunity for Workers with Disabilities | Applies if Order value exceeds threshold specified in FAR 22.1408(a) or 22.1401-2(a)(1) of FAR Overhaul, as applicable, on date of Order award |
| 52.222-37 | Employment Reports on Veterans | Applies if Order has a value at or above threshold specified in FAR 22.1303(a) or 22.1302-1(b) of FAR Overhaul, as applicable, on date of Order award |
| 52.222-40 | Notification of Employee Rights Under the National Labor Relations Act | Applies if Order value exceeds $10,000 and will be performed wholly or partially in U.S. |
| 52.222-41 | Services Contract Labor Standards | Applies if Order is for services that are subject to Service Contract Labor Standards statute |
| 52.222-50 | Combating Trafficking in Persons | Paragraph (h) only applies if any portion of Order is for supplies, other than COTS items, acquired outside U.S. or services to be performed outside U.S. that has an estimated value exceeding $550,000. If paragraph (h) applies to Order, Vendor shall submit to DLT the certification this clause requires prior to award of Order and annually thereafter |
| 52.222-54 | Employment Eligibility Verification | Applies if: (i) Order is for services (except Commercial Services that are part of purchase of COTS items, or items that would be COTS items, but for minor modifications, performed by COTS providers, normally provided for COTS item) or construction; (ii) Order value exceeds $3,500; and (iii) Order includes work performed in U.S. |
| 52.222-55 | Minimum Wages for Contractor Workers Under Executive Order 14026 | Applies if Order is subject to Service Contract Labor Standards statute or Wage Rate Requirements (Construction) statute, and will be performed in whole or in part in U.S. |
| 52.222-62 | Paid Sick Leave Under Executive Order 13706 | Applies if the Order is subject to the Service Contract Labor Standards statute or the Wage Rate Requirements (Construction) statute, and will be performed in whole or in part in the United States |
| 52.222-90 | Addressing DEI Discrimination by Federal Contractors | Not applicable to Orders for which place of delivery or performance is outside U.S. |
| 52.223-3 | Hazardous Material Identification and Material Safety Data | Applies if Order involves hazardous materials as defined in FAR 23.301 |
| 52.223-5 | Pollution Prevention and Right-to-Know Information | Applies if the Order requires performance, in whole or in part, on a Federal facility |
| 52.223-7 | Notice of Radioactive Materials | Applies if Order is for radioactive materials |
| 52.223-23 | Sustainable Products and Services | |
| 52.224-2 | Privacy Act | Applies if (i) Order requires the redesign, development, or operation of a system of records on individuals that is subject to Privacy Act or (ii) if Order requires design, development, or operation of such a system of records |
| 52.224-3 | Privacy Training | Applies if Vendor employees will (i) have access to a system of records; (ii) create, collect, use, process, store, maintain, disseminate, disclose, dispose, or otherwise handle personally identifiable information; or (iii) design, develop, maintain, or operate a system of records |
| 52.225-5 | Duty-Free Entry | Applies if Order identifies supplies to be accorded duty-free entry that will be imported into customs territory of U.S., or other foreign supplies in excess of $20,000 may be imported into customs territory of U.S. |
| 52.225-8 | Trade Agreements | |
| 52.225-13 | Restrictions on Certain Foreign Purchases | |
| 52.225-26 | Contractors Performing Private Security Functions Outside the United States | Applies if Order will be performed outside U.S. in areas of combat operations or other significant military operations |
| 52.226-8 | Encouraging Contractor Policies To Ban Text Messaging While Driving | |
| 52.227-14* | Rights in Data – General, Alt. III | Applies if specified in Order |
| 52.227-19* | Commercial Computer Software License | |
| 52.232-18 | Availability of Funds | |
| 52.232-39 | Unenforceability of Unauthorized Obligations | |
| 52.232-40 | Providing Accelerated Payments to Small Business Subcontractors | Applies if Vendor is a small business |
| 52.233-3 | Protest After Award | In paragraph (b)(2), the term “30 days” is changed to “15 days” |
| 52.239-1 | Privacy or Security Safeguards | Applies to Orders for information technology which require security of information technology, and/or are for design, development, or operation of a system of records using commercial information technology services or support services |
| 52.240-1 | Prohibition on Unmanned Aircraft Systems Manufactured or Assembled by American Security Drone Act-Covered Foreign Entities | |
| 52.240-90 | Security Prohibitions and Exclusions | Applies in lieu of FAR clauses 52.204-23, 52.204-25, 52.204-27, 52.204-30, 52.225-13, and 52.240-1, if this clause is in Prime Contract |
| 52.240-92 | Security Requirements | Applies in lieu of FAR 52.204-2, if this clause is in Prime Contract |
| 52.240-93 | Basic Safeguarding of Covered Contractor Information Systems | Applies to Orders if Vendor may have Federal contract information residing in or transiting through its information system in lieu of FAR 52.204-21, if this clause is in Prime Contract; not applicable; not applicable to Orders for COTS items |
| 52.242-15 | Stop-Work Order | In paragraph (a), the term “90 days” is changed to “100 days”; in paragraph (b)(2), the term “30 days” is changed to “15 days” |
| 52.243-1 | Changes-Fixed-Price | In paragraph (c), the term “30 days” is changed to “15 days”; if Order is for supplies only, the base clause applies; if Order is for services only, Alternate I applies; if Order is for services and supplies are to be furnished, Alternate II applies |
| 52.245-1 | Government Property | |
| 52.247-63 | Preference for U.S.-Flag Air Carriers | Applies to Orders that may involve international air transportation |
| 52.247-64 | Preference for Privately Owned U.S.-Flag Commercial Vessels | Not applicable to Orders for commercial products or commercial services unless an exception in paragraph (e)(4) of clause applies |
| 52.249-2 | Termination for Convenience of the Government (Fixed-Price) | Applies if FAR 52.212-4 is not in Prime Contract; in paragraph (c), the term “120 days” is changed to “60 days”, in paragraph (d) the term “15 days” is changed to “30 days” and the term “45 days” is changed to “60 days”, in paragraph (e), the term “1 year” is changed to “90 days”, and in paragraph (l), the term “90 days” is changed to “60 days" |
- The following DFARS clauses apply to all Orders issued in support of Prime Contracts with the U.S. Department of Defense in accordance with the parenthetical conditions outlined below.
| Clauses | Limitations on Applicability (if blank, the clause applies to all Orders) | |
|---|---|---|
| 252.203-7002 | Requirement to Inform Employees of Whistleblower Rights | |
| 252.203-7003 | Agency Office of the Inspector General | Applies if FAR clause 52.203-13 applies |
| 252.204-7000 | Disclosure of Information | Vendor shall submit requests for authorization to release to DLT for submission to the Government |
| 252.204-7004 | Antiterrorism Awareness Training for Contractors | Applies to Orders when performance requires physical access to a Federally-controlled facility or military installation |
| 252.204-7009 | Limitations on the Use or Disclosure of Third-Party Contractor Reported Cyber Incident Information | Applies to Orders for services that include support for the Government’s activities related to safeguarding covered defense information and cyber incident reporting |
| 252.204-7012 | Safeguarding Covered Defense Information and Cyber Incident Reporting | Applies if Order is for operationally critical support or if Order performance will involve covered defense information; Vendor must notify DLT when submitting a request to vary from NIST SP 800-171 security requirements to Contracting Officer; Vendor must provide incident report number, automatically assigned by DoD, to DLT as soon as practicable when reporting a cyber incident to DoD as paragraph (c) of this clause requires |
| 252.204-7015 | Notice of Authorized Disclosure of Information for Litigation Support | |
| 252.204-7018 | Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services | |
| 252.204-7020 | NIST SP 800-171 DoD Assessment Requirements | Not applicable to Orders solely for COTS items |
| 252.204-7021 | Contractor Compliance With Cybersecurity Maturity Model Certification Level Requirements | Applies if Order will contain a requirement to process, store, or transmit FCI or CUI (as those terms are defined in DFARS 204.7501); not applicable to Orders solely for COTS items |
| 252.209-7004 | Subcontracting with Firms that are Owned or Controlled by the Government of a Country that is a State Sponsor of Terrorism | |
| 252.211-7003 | Item Unique Identification and Valuation | Applies if Order is for items for which item unique identification is required in accordance with paragraph (c)(1) of the clause |
| 252.211-7007 | Reporting of Government-Furnished Property | Applies if Vendor is in possession of Government-furnished property under Order |
| 252.223-7001 | Hazard Warning Labels | Applies if Order requires submission of hazardous material data sheets |
| 252.223-7006 | Prohibition on Storage, Treatment, and Disposal of Toxic or Hazardous Materials | Applies if Order requires, may require, or permits Vendor to access to a DoD installation |
| 252.223-7008 | Prohibition of Hexavalent Chromium | Applies if Order is for supplies, maintenance and repair services, or construction materials |
| 252.225-7004 | Report of Intended Performance Outside the United States and Canada – Submission after Award | Vendor shall notify DLT and provide DLT information the clause requires if Vendor will perform any part of Order outside U.S. and Canada that exceeds $750,000 in value and could be performed inside U.S. or Canada |
| 252.225-7009 | Restriction on Acquisition of Certain Articles Containing Specialty Metals | Applies to Orders for products that contain specialty metals (as defined in clause); excluding paragraphs (d) and (e)(1) |
| 252.225-7012 | Preference for Certain Domestic Commodities | |
| 252.225-7013 | Duty-Free Entry | Applies to Orders for qualifying country components (as defined in clause) or nonqualifying country components for which Vendor estimates that duty will exceed $200 per unit |
| 252.225-7021 | Trade Agreements – Basic | Applies in lieu of FAR 52.225-5 |
| 252.225-7028 | Exclusionary Policies and Practices of Foreign Governments | |
| 252.225-7048 | Export-Controlled Items | |
| 252.225-7052 | Restriction on Acquisition of Certain Magnets, Tantalum, and Tungsten | Applies to Orders for products containing a covered material (as defined in clause) unless an exception in paragraph (c) of clause applies |
| 252.225-7056 | Prohibition Regarding Business Operations with the Maduro Regime | |
| 252.225-7060 | Prohibition on Certain Procurements from Xinjiang Uyghur Autonomous Region | |
| 252.225-7976 | Contractor Personnel Performing in Japan (DEVIATION 2018-O0019) | Applies if Vendor’s personnel will perform work under Order in Japan |
| 252.225-7979 | Additional Access to Contractor and Subcontractor Records in the United States Central Command Theater of Operations (DEVIATION 2018-O0008) | Applies if Order value exceeds $50,000 and Order will be performed, in whole or in part, in U.S. Central Command Theater of Operations |
| 252.225-7980 | Contractor Personnel Performing in the United States Africa Command Area of Responsibility (DEVIATION 2016-O0008) | Applies if Vendor personnel will perform work under Order in USAFRICOM area of responsibility |
| 252.225-7987 | Requirements for Contractor Personnel Performing in the U.S. Southern Command Area of Responsibility (DEVIATION 2014-O0016) | Applies if Vendor personnel will perform work under Order in U.S. SOUTHCOM Area of Responsibility |
| 252.225-7995 | Contractor Personnel Performing in the United States Central Command Area of Responsibility (DEVIATION 2017-O0004) | Applies if Vendor personnel will perform work under Order in USCENTCOM Area of Responsibility |
| 252.226-7001 | Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns | Applies if Order value exceeds $500,000 |
| 252.227-7013* | Rights in Technical Data, Non-Commercial Items | Applies to Orders for which technical data pertaining to other than Commercial Products or Commercial Services or for Commercial Products or Commercial Services developed in any part at Government expense, will be obtained from Vendor for delivery to Government; governs technical data (i) pertaining to other than Commercial Products or Commercial Services; or (ii) for Commercial Products or Commercial Services developed in any part at Government expense |
| 252.227-7014* | Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation | Applies to Orders for which Vendor will provide any “other than commercial computer software” (as defined in the clause) or computer software documentation for delivery to the Government |
| 252.227-7015* | Technical Data – Commercial Items | Governs technical data pertaining to any portion of a Commercial Product or Commercial Service that was developed exclusively at private expense |
| 252.227-7016* | Rights in Bid or Proposal Information | |
| 252.227-7019* | Validation of Asserted Restrictions – Computer Software | |
| 252.227-7030 | Technical Data – Withholding of Payment | |
| 252.227-7037* | Validation of Restrictive Markings on Technical Data | |
| 252.227-7989* | Rights in Technical Data, Computer Software, and Computer Software Documentation – Other Than Commercial Products and Commercial Services (DEVIATION 2026-O0036) | Applies in lieu of DFARS clauses 252.227-7013 and 252.227-7014, if this clause is in Prime Contract, to Orders for which technical data pertaining to other than Commercial Products or Commercial Services or for Commercial Products or Commercial Services developed in any part at Government expense, will be obtained from Vendor for delivery to Government; governs the technical data (i) pertaining to other than Commercial Products or Commercial Services; or (ii) for Commercial Products or Commercial Services developed in any part at Government expense |
| 252.227-7990* | Technical Data – Commercial Products and Commercial Services (DEVIATION 2026-O0036) | Applies in lieu of DFARS clause 252.227-7015, if this clause is in Prime Contract, to technical data pertaining to any portion of a Commercial Product or Commercial Service that was developed exclusively at private expense |
| 252.227-7991* | Rights in Bid or Proposal Information (DEVIATION 2026-O0036) | Applies in lieu of DFARS clause 252.227-7016, if this clause is in Prime Contract |
| 252.227-7996* | Technical Data – Withholding of Payment (DEVIATION 2026-O0036) | Applies in lieu of DFARS clause 252.227-7030, if this clause is in Prime Contract |
| 252.227-7997* | Validation of Asserted Restrictions (DEVIATION 2026-O0036) | Applies in lieu of DFARS clauses 252.227-7019 and 252.227-7037, if this clause is in Prime Contract |
| 252.232-7998 | Obligations in Advance of Fiscal Year 2026 Funding (DEVIATION 2026-O0001) | |
| 252.237-7010 | Prohibition on Interrogation of Detainees by Contractor Personnel | Applies if Vendor personnel may be required to interact with detainees in the course of their duties |
| 252.239-7001 | Information Assurance Contractor Training and Certification | Applies if Vendor personnel will access information systems for purpose of performing information assurance functions |
252.239-7010
| Cloud Computing Services | Applies if Order involves or may involve cloud services |
| 252.239-7018 | Supply Chain Risk | Applies if Order involves the acquisition of information technology, whether acquired as a service or as a supply, that is a covered system, is a part of a covered system, or is in support of a covered system as defined at DFARS 239.7301 |
| 252.240-7997 | NIST SP 800-171 DoD Assessment Requirements | Applies in lieu of DFARS clause 252.204-7020, if this clause is in Prime Contract; not applicable to Orders solely for COTS items |
| 252.243-7001 | Pricing of Contract Modifications | |
| 252.243-7002 | Requests for Equitable Adjustment | |
| 252.244-7000 | Subcontracts for Commercial Products or Commercial Services | |
| 252.244-799 | Subcontracts for Commercial Products or Commercial Services (DEVIATION 2026-O0015) | Applies in lieu of DFARS clause 252.244-7000, if this clause is in Prime Contract |
| 252.245-7005 | Management and Reporting of Government Property | Applies if FAR clause 52.245-1 applies |
| 252.246-7008 | Sources of Electronic Parts | Applies if Order is for electronic parts or assemblies containing electronic parts, unless Vendor is original manufacturer |
| 252.247-7023 | Transportation of Supplies by Sea | Applies if Order value exceeds $250,000; only paragraphs (a)-(e) and (i) apply if Order is valued at or below $250,000 |
- The following HHSAR clauses apply to all Orders issued in support of Prime Contracts with the U.S. Department of Health and Human Services in accordance with the parenthetical conditions outlined below.
| Clauses | Limitations on Applicability (if blank, the clause applies to all Orders) | |
|---|---|---|
| 352.203-70 | Anti-Lobbying | |
| 352.224-70 | Privacy Act | Applies if Order requires design, development, or operation of a Federal agency system of records to accomplish an agency function in accordance with the Privacy Act |
| 352.242-70 | Contractor Personnel – Key Personnel | Applies if Vendor is required to provide key personnel |
- The following CAR clauses apply to all Orders issued in support of Prime Contracts with the U.S. Department of Commerce in accordance with the parenthetical conditions outlined below.
| Clauses | Limitations on Applicability (if blank, the clause applies to all Orders) | |
|---|---|---|
| 1352.209-74 | Organizational Conflict of Interest | Applies if Order value exceeds $250,000 |
| 1352.239-72 | Security Requirements for Information Technology | Applies if Order requires Vendor to have electronic access to Department of Commerce sensitive non-national security or national security information contained in systems, or administrative control of systems by Vendor that process or store information that directly supports mission of Government |
- The following NFS clauses apply to all Orders issued in support of Prime Contracts with NASA in accordance with the parenthetical conditions outlined below.
| Clauses | Limitations on Applicability (if blank, the clause applies to all Orders) | |
|---|---|---|
| 1852.203-71 | Requirement to Inform Employees of Whistleblower Rights | |
| 1852.204-76 | Security Requirements for Unclassified Information Technology Resources | Applies if Vendor will process, manage, access, or store NASA Electronic Information (as defined in the clause) in support of Order |
| 1852.219-74 | Use of Rural Area Small Businesses | Applies to Orders that offer subcontracting possibilities |
| 1852.223-72 | Safety and Health (Short Form) | Applies if Order value exceeds $250,000 and work will be conducted completely or partly on Federally-controlled facilities |
| 1852.223-75 | Major Breach of Safety or Security | |
| 1852.225-70 | Export Licenses | |
| 1852.225-74 | Notification Prior to Acquiring Information Technology Systems from Entities Owned, Directed or Subsidized by the People’s Republic of China (DEVIATION) | |
| 1852.237-72 | Access to Sensitive Information | Applies if Order may involve access to sensitive information |
| 1852.237-73 | Release of Sensitive Information | Applies if Order may require the furnishing of sensitive information |
| 1852.246-72 | Material Inspection and Receiving Report | Applies if Vendor will deliver items directly to Government |
- Vendor shall comply with the following clause included in full text, if Vendor is involved in the development or delivery of any information technology whether acquired as a service or as a supply.
SUPPLY CHAIN RISK
(a) Definition. “Supply chain risk” means the risk that an adversary may sabotage, maliciously introduce unwanted function, or otherwise subvert the design, integrity, manufacturing, production, distribution, installation, operation, or maintenance of a national security system (as that term is defined at 44 U.S.C. 3542(b)) so as to survey, deny, disrupt, or otherwise degrade the function, use, or operation of such system.
(b) Contractor shall implement appropriate safeguards and countermeasures in the provision of supplies and services to the Government to minimize supply chain risk.
(c) In order to manage supply chain risk, the Government may use the appropriate authorities (such as those provided by section 806 of Pub. L. 111-383 for Department of Defense orders). In exercising these authorities, the Government may consider information, public and non-public, including all-source intelligence, relating to a Contractor’s supply chain.
(d) If the Government exercises the appropriate authority such as that provided in section 806 of Pub. L. 111-383 (for Department of Defense orders) to limit disclosure of information, no action undertaken by the Government under such authority shall be subject to review in a bid protest before the Government Accountability Office or in any Federal court.
(e) The Contractor shall include the substance of this clause, including this paragraph (e), in all subcontracts involving the development or delivery of any information technology whether acquired as a service or as a supply. - Vendor shall comply with the following clause included in full text, if the Order is issued in support of Prime Contracts with the U.S. Department of Health and Human Services.
INFORMATION SECURITY TRAINING
In addition to any training covered under paragraph (e) of HHSAR 352.239-72, the contractor shall comply with the below training:
(a) Mandatory Training
1. All Contractor employees having access to (1) Federal information or a Federal information system or (2) sensitive data/information as defined at HHSAR 304.1300(a)(4), shall complete the NIH Computer Security Awareness Training course at http://irtsectraining.nih.gov/ before performing any work under this contract. Thereafter, Contractor employees having access to the information identified above shall complete an annual NIH specified refresher course during the life of this contract. The Contractor shall also ensure subcontractor compliance with this training requirement.
2. Contractor shall maintain a listing by name and title of each Contractor/Subcontractor employee working on this contract and having access of the kind in paragraph 1.a(1) above, who has completed the NIH required training. Any additional security training completed by the Contractor/Subcontractor staff shall be included on this listing. The list shall be provided to the COR and/or Contracting Officer upon request.
(b) Role-based Training. HHS requires role-based training when responsibilities associated with a given role or position, could, upon execution, have the potential to adversely impact the security posture of one or more HHS systems. Read further guidance about “NIH Information Security Awareness and Training Policy," at: https://ocio.nih.gov/InfoSecurity/Policy/Documents/Final-InfoSecAwarenessTrainPol.doc. Contractor shall maintain a list of all information security training completed by each contractor/subcontractor employee working under this contract. The list shall be provided to the COR and/or Contracting Officer upon request.
(c) Rules of Behavior. Contractor shall ensure that all employees, including subcontractor employees, comply with the NIH Information Technology General Rules of Behavior (https://ocio.nih.gov/InfoSecurity/training/Pages/nihitrob.aspx), which are contained in the NIH Information Security Awareness Training Course http://irtsectraining.nih.gov.
REPORTING MATTERS INVOLVING FRAUD, WASTE AND ABUSE
Anyone who becomes aware of the existence or apparent existence of fraud, waste and abuse in the NIH funded programs is encouraged to report such matters to the HHS Inspector General's Office in writing or on the Inspector General's Hotline. The toll free number is 1-800-HHS-TIPS (1-800-447-8477). All telephone calls will be handled confidentially. The email address is Htips@os.dhhs.gov and the mailing address is:
Office of Inspector General
Department of Health and Human Services TIPS HOTLINE
P.O. Box 23489
Washington, D.C. 20026
GUN CONTROL (SECTION 218)
(Applicable to delivery orders funded by the NIH appropriated funds.)
None of the funds made available in this title may be used, in whole or in part, to advocate or promote gun control.
RESTRICTION ON PORNOGRAPHY ON COMPUTER NETWORKS
Contractor shall not use contract funds to maintain or establish a computer network unless such network blocks the viewing, downloading, and exchanging of pornography.
PRIME CONTRACT TERMS AND CONDITIONS
Vendor shall comply with the applicable terms and conditions set forth at https://www.dlt.com/prime-contract-terms-and-conditions.