1. INCORPORATION BY REFERENCE. These Additional Terms and Conditions are incorporated in their entirety into any Purchase Order issued in support of a U.S. Government Contract. In the event of a conflict between these Additional Terms and Conditions and the Latitude Corp.’s Purchase Order Terms and Conditions, these Additional Terms and Conditions shall prevail.

2. RATED ORDER. If this is a “rated order” certified for national defense use, Seller shall follow all the requirements of the Defense Priorities and Allocation System Regulations (15 C.F.R. Part 700).

3. CERTIFICATIONS. By accepting or performing this Purchase Order, Seller certifies that:

• Neither Seller nor any of its Principals are presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency. “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 Seller nor any of its affiliates are owned or controlled by the government of a country that is a state sponsor of terrorism.
• Seller: (i) is in compliance with Sec. 202 of Executive Order 11246, as amended by Executive Order 11375, and subsequent Executive Orders and the Rules and Regulations set forth by the Secretary of Labor in effect as of the date of this Executive Order; (ii) does not and will not provide or maintain at any of its establishments, nor permit its employees to perform their services at any location under its control where there are maintained segregated facilities; and (iii) agrees that a breach of this Certification violates the Equal Employment clause of Executive Order 11246. “Segregated Facilities” means facilities which are in fact segregated on a basis of race, color, religion, sex or national origin. Seller agrees to: (1) obtain an identical certification from proposed subcontractors prior to the award of subcontracts exceeding $10,000 which are not exempt from the provisions of the Equal Opportunity clause; and (2) maintain such certifications in its files. The penalty for making a false representation is prescribed under 18 U.S.C. 1001 and any such false representation shall be a material breach of this Purchase Order.
• If it has participated in a previous prime contract or subcontract subject to FAR 52.222-26, “Equal Opportunity,” that Seller has filed all required compliance reports.
• If it has previously had contracts subject to the written affirmative action programs requirement of the rules and regulations of the Secretary of Labor (41 CFR 60-1 and 60-2), that Seller has developed and has on file at each establishment affirmative action programs required by such rules and regulations.
• If Seller is registered in the System for Award Management (“SAM”), by accepting a Purchase Order, Seller certifies that its representations and certifications in SAM (or any other successor system) are current, accurate and complete as of the date of Seller’s acceptance of an offer for a given Purchase Order, including, but not limited to, Seller’s representations and certifications regarding Seller’s size or socioeconomic status. By accepting a Purchase Order, Seller certifies that its representations and certifications in Seller’s most recently executed Annual Supplier Certification are current, accurate and complete as of the date of Seller’s acceptance of an offer for a given Purchase Order including, without limitation, Seller’s representations and certifications regarding Seller’s size or socioeconomic status. Seller’s representations and certifications in SAM, if any, and Seller’s representations and certifications in its most recently executed Annual Supplier Certification 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 Purchase Order. If any registrants under the Lobbying Disclosure Act of 1995 have made a lobbying contact on behalf of Seller with respect to this Purchase Order, Seller shall complete and submit, with its offer, OMB Standard Form LLL, Disclosure of Lobbying Activities, to provide the name of the registrants. Seller need not report regularly employed officers or employees of Seller to whom payments of reasonable compensation were made. Submission of this certification and disclosure is a prerequisite for making or entering into this Purchase 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 52.203-12, “Limitation on Payments to Influence Certain Federal Transactions.”
• Seller shall implement the security requirements required by DFARS clause 252.204-7012, “Safeguarding Covered Defense Information and Cyber Incident Reporting.”
• Seller will not provide “covered telecommunications equipment or services,” as defined in FAR 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment, to Latitude in the performance of this or any Purchase Order.
• Unless Seller sells only COTS items (as defined in Section 8 below) to Latitude, Seller 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 Seller Performance Risk System, and that Seller fully complies with the requirements of DFARS 252.204-7020.

3. CERTIFICATES OF CONFORMANCE. Unless otherwise specified in the Purchase Order, the Seller shall include with each shipment a certificate of conformance whereby the Seller certifies that the materials or services supplied are of the quantity specified and conform in all respects with the purchase order and or contract requirements and that the materials were mined, produced, or manufactured in the United States except where specifically noted. The Seller must certify that if specialty metals are used, the materials comply with the specialty metals restrictions implemented through the DFARS. The certificate of conformance shall further include the following:

• • Supplier Name
  • Supplier Location
  • Cage Code
  • Customer Name
  • Purchase Order # & Line #
  • Purchase Order Qty
  • Part Number/Rev
  • Drawing Number
  • Part Description
  • Our Job/Lot Number
  • Job/Lot Qty

PO Ship Qty from Job/Lot. Latitude will not accept shipments of Supplies that do not contain a properly executed Certificate of Conformance as required in this Section 3.

4. EQUAL EMPLOYMENT OPPORTUNITY. Latitude and Seller shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a), 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, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or expression, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity or expression, national origin, protected veteran status or disability. Seller shall include this Section 4 in each lower-tier subcontract it issues.

5. EXPORT CONTROLS AND ECONOMIC SANCTIONS:

• Seller agrees to comply with all applicable export control, re-export control, and economic sanctions laws and regulations, including but not limited to: (i) the Export Administration Regulations (EAR) maintained by the U.S. Department of Commerce, (ii) the International Traffic in Arms Regulations (ITAR) administered by the U.S. Department of State, (iii) the various trade and economic sanctions regulations and programs administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC regulations) and the U.S. Department of State’s Office of Terrorism Finance and Economic Sanctions Policy, and (iv) any and all export controls or economic sanctions maintained by the European Union (EU), United Kingdom (UK) or any other government authority to which Seller is subject (collectively “Export Control Laws”).
• Seller shall obtain and maintain any and all authorizations, licenses, and registrations required under the above Export Control Laws, including those required by the U.S. Department of State (if it is engaged in the manufacture of ITAR-controlled defense articles) and those required under the EAR, ITAR, OFAC regulations, or other export control or economic sanctions regime required for the sale to Latitude under this Purchase Order. Seller will identify and furnish in writing to Latitude: (i) documentation identifying any items, articles, services, technology, software, and/or technical data for which an export license is required; (ii) written confirmation of the relevant export classification and licensing information necessary for export, including but not limited to the category numbers or other export classification designators of items under the applicable export control regimes (e.g., Export Control Classification Numbers (ECCNs) under the Commerce Control List or Categories under the U.S. Munitions List); and (iii) copies of any applicable export license exceptions and export license authorizations obtained by Seller. If the articles or technical data are sourced from outside the United States, or are otherwise subject to the Export Control Laws of a country other than the United States, it is the responsibility of the Seller to so notify Latitude and to comply with all Export Control Laws of that country as related to the sale or transfer of the article.
• Any controlled technical data (including, but not limited to, drawings, designs, specifications, blueprints, CAD information, and other technical documents or electronic information related to the production, manufacture, or maintenance of a controlled article) that is provided to Latitude shall be appropriately labeled as controlled pursuant to the ITAR, EAR, and/or other applicable laws. Any controlled technical data that is communicated to Latitude shall be provided using secure communication protocols designed for the purpose of complying with the Export Control Laws. Under no circumstances should such information be emailed using systems that are not designed for the secure communication of controlled technical data.
• Seller agrees that no goods, articles, services, technology, software, or technical data supplied are sourced from or originate from any country, government, organization or person that is: (a) subject to U.S., EU, or British economic sanctions or other applicable sanction regimes; (b) designated as a Specially Designed National by OFAC, (c) blocked by the EU pursuant to EU economic sanctions, or blocked pursuant to any other economic sanctions regime; or (d) restricted or debarred pursuant to the above Export Control Laws, including but not limited to, the ITAR, the EAR, or the U.S. Department of Defense Federal Acquisition Regulations.
• Where the sale or transfer of a defense article subject to the ITAR or a dual-use item that is subject to the 600-series controls of the EAR is to occur, Seller is responsible for safeguarding all ITAR- or EAR-controlled technical data until the article at issue is received by Latitude, including for both the export of the technical data to a non-U.S. destination and allowing its access by a non-U.S. national within the United States. Seller shall also safeguard the physical security of any defense articles or 600-series articles produced, including both within its facility and while being shipped. Seller shall take appropriate steps to ensure that no export-controlled articles, services, software, technology, or technical data can be shipped to a controlled country (or otherwise accessed by unauthorized non-U.S. nationals) without the appropriate export licenses. Where the Seller is arranging shipping of a controlled article, it is the responsibility of the Seller to use a carrier that maintains procedures designed to comply with the requirements of the Export Control Laws, and to provide any required notifications to the carrier that the shipment involves a controlled article.
• If the Seller is a signatory to a Technical Assistance Agreement (TAA) or a Manufacturing License Agreement (MLA) with Latitude, Seller shall provide prompt notification in writing of any changed circumstances that would require modification to the terms of such an agreement, including any potential violation of the terms of the agreement, any ineligibility to export, any investigation into alleged violations of any of the above Export Control Laws, any self-disclosure of potential export controls violations, any addition of non-U.S. personnel to any project covered by such an agreement, or any other circumstances that affect the ability of Seller to perform pursuant to the terms of the agreement.
• Seller shall immediately notify Latitude if it is or becomes listed on any Excluded or Denied Party List maintained by any U.S., EU, or British agency, or if any government denies, suspends, or revokes its export privileges.
• Seller shall prepare and provide accurate invoices and documentation for each shipment that will allow Latitude to comply with the export and import requirements of U.S. Customs & Border Protection (CBP). Such invoices and/or documentation and the contents therein shall accurately and completely reflect the transaction subject to this Purchase Order and provide the following information: (a) the name and address of the Seller; (b) the terms of sale; (c) the total quantity of goods being shipped; (d) a description of the goods being shipped; (e) the country of origin of the goods; (f) the valuation of the goods; (g) the currency in which the goods are priced; and (h) any discounts that have been included for the shipment, if not reflected in the unit price.
• Seller shall promptly notify Latitude in writing of any suspected or known violation of the above Export Control Laws of which it becomes aware. Seller agrees that it will fully cooperate in any export controls investigation related to the subject matter of the Purchase Order, including by providing full access to relevant personnel and records to aid Latitude in the investigation of any suspected violation, following reasonable notice by Latitude.
• Upon completion of performance of this Purchase Order, Seller and its lower-tier subcontractors shall as directed by Latitude, return or destroy all export-controlled technical data, technology, hardware or other items. Seller shall provide a certificate of destruction for all destroyed items.
• Seller agrees to indemnify, defend, and hold harmless Latitude, including Latitude’s parent companies, subsidiaries, shareholders, members, partners, directors, managers, officers, employees, insurers, agents, customers, successors, and assigns, from and against any and all fines, penalties, claims, demands, actions, losses, injuries, damages, costs (including legal costs, experts’ fees, and attorneys’ fees), expenses, and liabilities (including costs of investigation of potential Export Controls Laws’ violations) that may arise as a result of Seller’s breach of any of the Export Control Laws or provisions within this Section 5.

6. DISPUTES.

• If Latitude elects to prosecute any dispute involving this Purchase Order under the disputes procedure applicable to the U.S. Government prime contract or higher-tier subcontract, Seller shall cooperate fully with Latitude in prosecuting the dispute. Seller shall be bound by the final outcome of the disputes procedure if Latitude has afforded Seller an opportunity to participate in Latitude’s prosecution of the dispute.
• Pending the final resolution of any dispute arising out of or relating to this Purchase Order, Seller shall proceed diligently with performance of this Purchase Order, including the delivery of goods and performance of services, in accordance with Latitude’s direction.

7. COUNTERFEIT WORK.

•  The following definitions apply to this clause:
  
  •  “Counterfeit Work” means goods that are or contain unlawful or unauthorized reproductions, substitutions, or alterations that have been knowingly mismarked, misidentified, or otherwise misrepresented to be an authentic, unmodified part from the original manufacturer, or a source with the express written authority of the original manufacturer or current design activity, including an authorized aftermarket manufacturer. Unlawful or unauthorized substitution includes used goods represented as new, or the false identification of grade, serial number, lot number, date code, or performance characteristics.
  •  “Suspect Counterfeit Work” means goods for which credible evidence (including, but not limited to, visual inspection or testing) provides reasonable doubt that the goods part is authentic.
• Seller shall not deliver Counterfeit Work or Suspect Counterfeit Work to Latitude under this Purchase Order.
•  Seller shall only purchase products to be delivered or incorporated as Goods to Latitude directly from the Original Component Manufacturer (OCM)/Original Equipment Manufacturer (OEM), or through an OCM/OEM authorized distributor chain. Seller may use another source only if (i) the foregoing sources are unavailable, (ii) Seller’s inspection and other counterfeit risk mitigation processes will be employed to ensure the authenticity of the Goods, and (iii) Seller obtains the advance written approval of Latitude.
• Seller shall maintain counterfeit risk mitigation processes in accordance with industry recognized standards and with any other specific requirements identified in this Purchase Order.
• Seller shall immediately notify Latitude with the pertinent facts if Seller becomes aware that it has delivered Counterfeit Work or Suspect Counterfeit Work. When requested by Latitude, Seller shall provide OCM/OEM documentation that authenticates traceability of the affected items to the applicable OCM/OEM. Seller, at its expense, shall provide reasonable cooperation to Latitude in conducting any investigation regarding the delivery of Counterfeit Work or Suspect Counterfeit Work under this Purchase Order. f. This clause applies in addition to and is not altered, changed, or superseded by any quality provision, specification, statement of work, regulatory flowdown, or other provision included in this Purchase Order addressing the authenticity of the goods.
• In the event that the Goods delivered under this Purchase Order constitutes or includes Counterfeit Work, Seller shall, at its expense, promptly replace such Counterfeit Work with genuine goods conforming to the requirements of this Purchase Order. Notwithstanding any other provision in this Purchase Order, Seller shall be liable for all costs relating to the removal and replacement of Counterfeit Work, including without limitation Latitude’s and its customer’s costs of removing Counterfeit Work, of installing replacement goods and of any testing necessitated by the reinstallation of goods after Counterfeit Work has been exchanged. The remedies contained in this paragraph are in addition to any remedies Latitude may have at law, equity or under other provisions of this Purchase Order.
• Seller shall include this Section 7 paragraphs (a) through (g) and this paragraph (h) of this clause or equivalent provisions in lower-tier subcontracts for the delivery of items that will be included in or furnished as goods to Latitude.

8. FAR/DFARS CLAUSES. The following clauses set forth in the Federal Acquisition Regulation (“FAR” available at https://www.acquisition.gov/browsefar) and the Department of Defense FAR Supplement (“DFARS” available at https://www.acquisition.gov/dfars) in effect as of the date of the Purchase Order are incorporated herein by reference with the same force and effect as if they were given in full text. For purposes of this Purchase Order, the following clauses shall operate, impose the obligations and responsibilities of the parties, and be interpreted as if: “Government” means “Latitude,” “Contracting Officer” means an authorized representative of Latitude’s purchasing department, “Contract” means this “Purchase Order,” “Offeror” means “Seller,” “Contractor” means “Seller,” “Subcontractor” means Seller’s lower-tier subcontractors and suppliers, and “Disputes clause” means the disputes provisions in this Purchase Order. 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 this Purchase Order, without modification, in the same form in which it is sold in the commercial marketplace.

Latitude may modify this list of clauses to add any clauses that are reflected in an applicable prime contract or higher-tier subcontract or in subsequent modifications to an applicable prime contract or higher-tier subcontract. Accordingly, Seller agrees that upon the request of Latitude, Seller will negotiate in good faith with Latitude relative to modifications to this Purchase Order to incorporate additional provisions herein or to change provisions hereof, as Latitude may reasonably deem necessary in order to comply with the provisions of an applicable prime contract or higher-tier subcontract, or with the provisions of modifications to an applicable prime contract or higher-tier subcontract.

Seller shall include these FAR and DFARS clauses in each lower-tier subcontract it issues, as applicable.

1. The following FAR clauses apply to all Purchase Orders with the parenthetical conditions outlined below.

2. The following DFARS clauses apply to all Purchase Orders issued in support of higher-tiered subcontracts in support of, or Prime Contracts with, the U.S. Department of Defense in accordance with the parenthetical conditions outlined below.