Exhibit 10.4


 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


FPII Wolfhound Sub-contract


 


	
  Force Protection Industries, Inc.

  	
   

  	
  (1)

  
	
   

  	
   

  	
   

  
	
  and

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Integrated Survivability Technologies Limited

  	
   

  	
  (2)

  



 

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


TABLE
OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1

  	
  DEFINITIONS AND INTERPRETATION

  	
  1

  
	
   

  	
   

  	
   

  
	
  2

  	
  DEFCONS

  	
  6

  
	
   

  	
   

  	
   

  
	
  3

  	
  SCOPE OF WORK

  	
  11

  
	
   

  	
   

  	
   

  
	
  4

  	
  INTERPRETATION

  	
  11

  
	
   

  	
   

  	
   

  
	
  5

  	
  SPECIFICATION AND BUILD STANDARD

  	
  11

  
	
   

  	
   

  	
   

  
	
  6

  	
  RIGHTS AND RESPONSIBILITIES

  	
  12

  
	
   

  	
   

  	
   

  
	
  7

  	
  TECHNICAL ASSISTANCE

  	
  13

  
	
   

  	
   

  	
   

  
	
  8

  	
  PRICES & GAINSHARE

  	
  14

  
	
   

  	
   

  	
   

  
	
  9

  	
  DELIVERY

  	
  15

  
	
   

  	
   

  	
   

  
	
  10

  	
  RECTIFICATION OF DEFECTS ON DELIVERY

  	
  17

  
	
   

  	
   

  	
   

  
	
  11

  	
  NOT USED

  	
  17

  
	
   

  	
   

  	
   

  
	
  12

  	
  PAYMENT AND INVOICING

  	
  17

  
	
   

  	
   

  	
   

  
	
  13

  	
  RELIABILITY AND ACCEPTANCE TRIALS

  	
  18

  
	
   

  	
   

  	
   

  
	
  14

  	
  FORCE MAJEURE

  	
  18

  
	
   

  	
   

  	
   

  
	
  15

  	
  QUALITY ASSURANCE

  	
  19

  
	
   

  	
   

  	
   

  
	
  16

  	
  PARTS & LABOUR WARRANTY

  	
  21

  
	
   

  	
   

  	
   

  
	
  17

  	
  RELIABILITY WARRANTY

  	
  21

  
	
   

  	
   

  	
   

  
	
  18

  	
  GOVERNMENT FURNISHED ASSETS

  	
  21

  
	
   

  	
   

  	
   

  
	
  19

  	
  SPECIAL JIGS, TOOLING & TEST EQUIPMENT
  (S&TE)

  	
  22

  
	
   

  	
   

  	
   

  
	
  20

  	
  SUB-CONTRACTING

  	
  22

  
	
   

  	
   

  	
   

  
	
  21

  	
  PROGRESS REPORTS, PROGRESS MEETINGS AND DESIGN
  REVIEWS

  	
  23

  
	
   

  	
   

  	
   

  
	
  22

  	
  EXPORT LICENCES FROM US GOVERNMENT

  	
  24

  
	
   

  	
   

  	
   

  
	
  23

  	
  CUSTOMS CLEARANCE

  	
  24

  
	
   

  	
   

  	
   

  
	
  24

  	
  FPII PERSONNEL

  	
  24

  
	
   

  	
   

  	
   

  
	
  25

  	
  SECURITY OF MOD PROPERTY

  	
  25

  
	
   

  	
   

  	
   

  
	
  26

  	
  MARKING OF ARTICLES

  	
  25

  



 

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


TABLE
OF CONTENTS


(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  27

  	
  REGISTRATION PLATES AND ALLOCATION OF
  REGISTRATION NUMBERS

  	
  26

  
	
   

  	
   

  	
   

  
	
  28

  	
  SUPPLIER DEVELOPMENT SCHEME — SUPPLIER AND
  CUSTOMER PERFORMANCE MEASUREMENT

  	
  26

  
	
   

  	
   

  	
   

  
	
  29

  	
  PUBLICITY

  	
  26

  
	
   

  	
   

  	
   

  
	
  30

  	
  POTENTIAL HAZARD - RESPIRABLE DUST ON EQUIPMENT
  RETURNED FROM THEATRE

  	
  26

  
	
   

  	
   

  	
   

  
	
  31

  	
  CONTRACTOR ON DEPLOYED OPERATIONS (CONDO)

  	
  27

  
	
   

  	
   

  	
   

  
	
  32

  	
  RISK

  	
  28

  
	
   

  	
   

  	
   

  
	
  33

  	
  OPTION TO PURCHASE FURTHER ITEMS

  	
  28

  
	
   

  	
   

  	
   

  
	
  34

  	
  ENTIRE AGREEMENT

  	
  28

  
	
   

  	
   

  	
   

  
	
  35

  	
  DATA HANDLING

  	
  29

  
	
   

  	
   

  	
   

  
	
  36

  	
  DEFAULT

  	
  29

  
	
   

  	
   

  	
   

  
	
  37

  	
  AGREEMENT AMENDMENT PROCEDURE

  	
  30

  
	
   

  	
   

  	
   

  
	
  38

  	
  LIQUIDATED DAMAGES

  	
  31

  
	
   

  	
   

  	
   

  
	
  39

  	
  INTELLECTUAL PROPERTY RIGHTS

  	
  33

  
	
   

  	
   

  	
   

  
	
  40

  	
  ALLOCATION OF LIABILITY BETWEEN SUBCONTRACTS

  	
  33

  
	
   

  	
   

  	
   

  
	
  41

  	
  DISPUTE RESOLUTION

  	
  35

  
	
   

  	
   

  	
   

  
	
  42

  	
  RELIEF FROM OBLIGATIONS AND ADDITIONAL PAYMENTS

  	
  37

  
	
   

  	
   

  	
   

  
	
  43

  	
  ANCILLARY SERVICES

  	
  37

  
	
   

  	
   

  	
   

  
	
  44

  	
  COUNTERPARTS

  	
  37

  



 


ii

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


THIS AGREEMENT is made on 1 April 2009



 


BETWEEN:


 


(1)           FORCE
PROTECTION INDUSTRIES, INC. a company incorporated and registered in Nevada
with employee identification number (EN) 88-0361514 with a principal place of
business at 9801 Highway 78, Building No. 1, Ladson, SC 29456 (FPII); and


 


(2)           INTEGRATED
SURVIVABILITY TECHNOLOGIES LIMITED a company incorporated and registered in
England and Wales with company number 06805545 whose registered office is at
Narrow Quay House, Narrow Quay, Bristol, BS1 4AH (IST),


each a “Party”
and together the “Parties”.


 


BACKGROUND:


 


(A)                              IST is a joint venture
company set up to supply integrated vehicles, technical publications, spares
and services to the Authority under the MOD Contract.


 


(B)                                As part of a flow down of
obligations from the MOD Contract, FPII has agreed to supply the Articles and
provide the Services to IST in accordance with the terms of this Agreement.


 


(C)                                NPA will also enter into a
subcontract with IST for the provision of certain integration services.


 


IT IS AGREED as follows:


 


1                                         DEFINITIONS AND
INTERPRETATION


 


1.1                                 In this Agreement, the
following words shall have the following meanings:


 


“Acceptance”
means acceptance of the Articles for the purposes of this Agreement;


 


“Actual FPII
Delivery Date” has the meaning given in Clause 38.2;


 

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


“Actual NPA
Delivery Date” has the meaning given in Clause 38.3;


 


“Agreement
Amendment” has the meaning set out in Clause 37.5;


 


“Agreement
Amendment Procedure” has the meaning set out in Clause 37;


 


“Articles”
has the meaning given in DEFCON 501, as incorporated into this Agreement
pursuant to Clause 2.1;


 


“Authority”
means the Secretary of State for Defence;


 


“Build Standard”
has the meaning set out in Clause 5.1;


 


“Business Day”
means a day (other than a Saturday or Sunday) on which banks are open for
business in the City of London;


 


“Contract Data
Requirements List” or “CDRL”
has the meaning set out in the MOD Contract;


 


“Change Proposal
Form” means the form set out at Annex T to the MOD Contract;


 


“Contractor’s
Technical Description” means the document set out at Annex V to the
MOD Contract;


 


“DEFCONS”
means the precedent conditions maintained and updated by the Authority to cover
specific contractual matters;


 


“DEFFORMS”
means the precedent defence forms maintained and updated by the Authority to
cover specific matters;


 


“Delivery Schedule”
means in respect of SOR Items and/or SOW Items, the relevant dates set out in
Schedule 1 for delivery 


of such Items;


 


“FPII Base Vehicle”
has the meaning given in Clause 38.2;


 


“FPII Delay Days”
has the meaning given in Clause 38.2;


 


2

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


“FPII Relevant
Share” has the meaning given in Clause 40.4;


 


“FPII Vehicle
Specification” means on any date, the then current Wolfhound base
vehicle specification as  approved
in writing between NPA, FPII and IST, such approval not to be unreasonably
withheld or delayed


 


“FSRs”
has the meaning set out in Clause 31.1;


 


“Firm Price”
has the meaning set out in the MOD Contract;


 


“GFA”
means those assets included in Schedule 2 from time to time;


 


“Intellectual
Property Rights” or “IPR”
means patents, designs, trade marks, service marks, trade names, logos, get-up,
domain names, copyright (including rights in computer software), database
rights, plant variety rights, semiconductor topography rights, rights in
performances, moral rights, confidential information and know-how, whether
registered or not including applications for registration and all similar forms
of protection anywhere in the world.


 


“IPR Claim”
means any claim of infringement or alleged infringement (including the defence
of such infringement or alleged infringement) of any IPR used for the purposes
of this Agreement or as otherwise agreed by the Parties for the fulfilment of
their obligations under this Agreement;


 


“IST Parts and
Labour Warranty” means the parts and labour warranty provided by IST
to the Authority under the MOD Contract;


 


“IST Relevant
Share” has the meaning given in Clause 40.4;


 


“IST Reliability
Warranty” means the reliability warranty provided by IST to the
Authority under the MOD Contract;


 


“ITP”
means the Authority’s instruction to proceed issued to Force Protection, Inc.
dated 4 December 2008 and updated on 12 February 2009;


 


3

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


“JVA”
means: the joint venture agreement between Force Protection Advanced Solutions
Limited, FPII, NPA and IST, dated on or about the date of this Agreement.


 


“MOD Contract”
means the contract between IST and the Authority for the supply of Wolfhound
integrated vehicles, technical publications, spares and services dated on or
about the date of this Agreement;


 


“MOD Forms”
means any forms maintained and updated by the Authority;


 


“NPA”
means NP Aerospace Limited, a company incorporated and registered in England
and Wales with company number 03472480 whose registered office is at 473
Foleshill Road, Coventry, West Midlands CV6 5AQ;


 


“NPA Delay Days”
has the meaning given in Clause 38.3;


 


“NPA Relevant
Share” has the meaning given in Clause 40.4;


 


“NPA Integrated
Vehicle” has the meaning given in Clause 38.3;


 


“NPA Subcontract”
means the contract between IST and NPA dated on or about the date of this
Agreement for the supply of certain integration works to be performed on the
vehicles supplied under this Agreement;


 


“NPA Vehicle
Specification” means on any date, the then current integrated
Wolfhound vehicle specification as approved in writing between NPA, FPII and
IST, such approval not to be unreasonably withheld or delayed;


 


“Payment Approval
Request” has the meaning given in Clause 12.1;


 


“Pricing Model”
means the pricing model in relation to IST as agreed between IST, FPII and NPA
from time to time;


 


“Provisional
Relevant Share” has the meaning given in Clause 40.6;


 


“QMAPS”
has the meaning given in Clause 15.1;


 


4

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


“Relevant Share”
has the meaning given in Clause 40.4;


 


“Relevant Share
Determination” has the meaning given in Clause 40.6;


 


“Risk and
Opportunity Management Plan” or “ROMP”
means the risk and opportunity management plan provided by IST under the MOD
Contract;


 


“Services”
has the meaning given in DEFCON 501, as incorporated into this Agreement
pursuant to Clause 2.1;


 


“Scheduled FPII
Delivery Date” has the meaning given in Clause 38.2;


 


“Scheduled NPA
Delivery Date” has the meaning given in Clause 38.3;


 


“Schedule of
Requirements” or “SOR”
is as set out in Schedule 1;


 


“Statement of Work”
or “SOW” is as set out in Schedule
1;


 


“Total Delay Days”
has the meaning given in Clause 38.4; and


 


“VAT”
means value added tax as  provided
for in the Value Added Tax Act 1994 and legislation (whether delegated or
otherwise) supplemental thereto or in any primary or secondary legislation
promulgated by the European Union or any official body or agency of the
European Union and any similar sales, consumption or turnover tax replacing or
introduced in addition to the foregoing.


 


1.2                               Other capitalised terms
which are used, but not defined, in this. Agreement shall have the meaning
given to them in the MOD Contract.


 


1.3                                 In this Agreement, unless
otherwise specified:


 


(a)                                  the headings are for
convenience only and shall not affect its interpretation;


 


(b)                                 references to a clause,
schedule or paragraph are to a clause, a schedule or a paragraph in this
Agreement;


 


5

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


(c)                                  any reference to this
Agreement or to any other document shall include any permitted variation,
amendment or supplement to such document;


 


(d)                                 the schedules to this
Agreement shall have the same effect as if contained in the body of the
Agreement, and any reference to this Agreement shall include the schedules
provided that, in the event of any inconsistency, provisions set out in the
body of the Agreement shall take precedence over schedules;


 


(e)                                  any reference to any statute
shall include references to the same as it may have been, or may from time to
time be amended/modified consolidated or re-enacted and to any regulation or
subordinate legislation made under it (or under such an amendment,
modification, consolidation or re-enactment) subject to the provisions of this
Agreement which relate to change of law;


 


(f)                                    reference to the plural
shall include the singular and vice versa, and reference to one gender includes
reference to all genders. Any reference to a person shall be to a legal person
of whatever kind whether incorporated or unincorporated and to its successors,
permitted assigns and transferees; and


 


(g)                                 words shall not be given a
restrictive interpretation by reason of their being preceded or followed by
words indicating a particular class of acts, matters or things.


 


2                                         DEFCONS


 


2.1                               General
obligations


 


(a)                                With respect to the
following DEFCONS set out in this Clause 2.1(a), FPII shall:


 


(i)                                   note the rights and
obligations of the Authority and IST in such DEFCONS; and


 


(ii)                                assist IST in performing its
obligations under such DEFCONS, including but not limited to providing such
information as IST may 


 


6

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


require so as to comply with its own obligations and assisting in the
completion of any relevant DEFFORMS or MOD Forms:


 


(A)                              DEFCON 611 (Issued Property,
Edition 06/06)


 


(B)                                DEFCON 632 (Third Party IPR –
Rights and Restrictions, Edition 02/07); and


 


(C)                                DEFCON 649 (Vesting, Edition
07/99).


 


(b)                                 With respect to the DEFCONS
listed at Schedule 7, such DEFCONS shall be  incorporated
into this Agreement save that all references to the following terms shall be
replaced as follows:


 


(i)                                     “Contract” replaced with “Agreement”;


 


(ii)                                  “Authority” replaced with “IST”;


 


(iii)                               “Contractor” replaced with “FPII”;
and


 


together with such other amendments as are necessary (including but not
limited to replacing “Authority” with “Authority and IST”) to give effect to
rights which are clearly to be retained by the Authority either alone or in
addition to IST. In addition to the specific obligations incorporated by such
amended DEFCONS, FPII shall, as far as is reasonable, assist IST in performing
its obligations under such DEFCONS pursuant to the MOD Contract.


 


2.2                                 DEFCON
derived special conditions


 


The following DEFCONS shall be incorporated as
amended by this Clause 2.2:


 


(a)                                  DEFCON 516
(Racial Discrimination)


 


The Appendix to DEFCON 516 (Racial Discrimination) Edition 06/04 shall
be incorporated into this Agreement save that references to ‘[the Subcontract]’
shall 


 


7

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


be substituted by ‘this Agreement’, ‘[the Contractor]’ by ‘IST’ and ‘[Subcontractor]’
by ‘FPII’.


 


(b)                                 DEFCON 608
(Access and Facilities to be Provided by IST)


 


(i)                                   IST’s progress and quality
standards in performing the work under the MOD Contract is to be monitored by
the Authority. To assist with this obligation, as far as is reasonably
practicable, FPII shall provide to the Authority’s and IST’s representatives
all reasonable access to its premises and shall provide reasonable assistance
to enable IST’s representatives to obtain necessary security clearances.


 


(ii)                                FPII shall provide, at no
additional direct cost to the Authority or IST, such accommodation and
facilities for representatives of the Authority as the Authority and/or IST may
reasonably require in order to comply with the obligation under clause
2.2(b)(i). All accommodation provided shall be adequately furnished, lit,
heated and ventilated and shall include suitable cloakroom and communication
facilities.


 


(c)                                  DEFCON 643
(Price Fixing)


 


(i)                                   As required by clause 5 of
DEFCON 643 Edition 07/04, the provisions set out in the Appendix to DEFCON 643
Edition 07/04 shall be incorporated into this Agreement save that references to
‘subcontract’ shall be substituted by ‘Agreement’, ‘Contractor’ by ‘IST’ and ‘subcontractor’
by ‘FPII’.


 


(ii)                                References in DEFCON 643 to “provisional
prices” shall mean “maximum provisional prices”.


 


(iii)                             DEFCON 643 shall be amended
to read “In the event of delay in fixing prices fair and reasonable maximum
provisional prices shall be fixed by the Authority, and the Authority reserves
the right to alter 


 


8

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


from time to time the provisional prices so fixed. The Contractor shall
pay to the Authority the amount by which any sum paid on the basis of maximum
provisional prices exceeds the sum payable on the basis of prices finally
fixed. In the event of any alteration of the maximum provisional prices similar
provisions for payment and repayment shall apply.”


 


(d)                                 DEFCON 648A
(Availability of Information)


 


As required by clause 5 of DEFCON 648A Edition 07/04, the provisions
set out in the Appendix to DEFCON 648A Edition 07/04 shall be incorporated into
this Agreement save that references to ‘subcontract’ shall be substituted by ‘Agreement’
and ‘subcontractor’ by ‘FPII’.


 


(e)                                  DEFCON 651A
(Reference to the Review Board of questions arising in relation to relevant
subcontracts including those with a subsidiary company or firm)


 


As required by clause 2 of DEFCON 651A Edition 07/04, the provisions
set out in the Appendix to DEFCON 648A Edition 07/04 shall be incorporated into
this Agreement save that references to ‘subcontract’ shall be substituted by ‘Agreement’,
‘Contractor’ by ‘IST’ and ‘subcontractor’ by ‘FPII’.


 


(f)                                    DEFCON 656
(Break)


 


As required by clause 6 of DEFCON 656 Edition 03/06, IST has the power
to determine this Agreement as is provided by clauses 1 to 5 of DEFCON 656
Edition 03/06, save that:


 


(i)                                     references to ‘Authority’
shall be substituted by ‘IST’ throughout except in sub-clause 3(a)i. where it
last occurs and in clause 4 of that DEFCON. References to ‘the Contract’ shall
be substituted by ‘this Agreement’ and ‘the Contractor’ by ‘FFII’; and


 


9
















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


(ii)                                the period of the notice of
determination shall be such period as may be specified in this Agreement or, if
no period is specified, twenty Business Days; and


 


(iii)                             IST shall not exercise the
power to determine this Agreement unless the MOD Contract has been determined
by the Secretary of State pursuant to the provisions of DEFCON 656.


 


(g)                                 DEFCON 691
(Timber and wood containing products)


 


As required by DEFCON 691 Edition 08/02, the provisions set out in that
DEFCON shall be incorporated into this Agreement save that references to ‘the
Contractor’ shall be replaced by ‘IST’, ‘the Contract’ by ‘this Agreement’ and ‘his
subcontractors’ by ‘FPII’.


 


(h)                                 DEFCON 694
(Accounting for property of the Authority)


 


If the Authority agrees, in accordance with DEFCON 694, that FPII shall
have responsibility in FPII’s Public Store Account (as defined in DEFSTAN
05-99) for property of the Authority issued in respect of the MOD Contract,
then clauses 1, 2, 4 and 7 of DEFCON 694 Edition 06/06 shall be incorporated
into this Agreement save that references to ‘the Contractor’ shall be replaced
by ‘IST’, ‘the Contract’ by ‘this Agreement’ and ‘his subcontractors’ by ‘FPII’.


 


(i)                                     DEFCON 696
(Final Summary Cost Statement – Post Costing)


 


As required by clause 9 of DEFCON 696 Edition 07/04, the provisions set
out in the Appendix to DEFCON 696 Edition 07/04 shall be incorporated into this
Agreement save that references to ‘the subcontract’ shall be substituted by ‘this
Agreement’ and ‘the subcontractor’ by ‘FPII’.


 


10

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


(j)                                    DEFCON 697
(Contractors on Deployed Operations)


 


The provisions set out in the Appendix to DEFCON 697 Edition 01/06
shall be incorporated into this Agreement with the following amendments:


 


(i)                                   Clause 1(f) shall be
amended to read as follows: “Contract” means the MOD Contract;


 


(ii)                                Clause 1(g) shall be
amended to read as follows: “Contractor” means IST;


 


(iii)                             Clause 1(j) shall be
amended to read as follows: “First Party” means IST; and


 


(iv)                            Clause 1(o) shall be
amended to read as follows: “Second Party” manes FPII.


 


This DEFCON shall only apply in the event that FSRs are tasked under
this Agreement.


 


3                                         SCOPE OF WORK


 


3.1                               FPII shall be responsible
for all aspects of work allocated to it in accordance with Schedule 1 in
accordance with the provisions and requirements of this Agreement.


 


3.2                               FPII accepts that IST shall
be not be responsible for payment for work not detailed in this Agreement.


 


4                                         INTERPRETATION


 


In the event of:


 


(a)                                any conflict arising between
the contents or order of precedence of any technical or administrative
documents and the terms and conditions of this Agreement; or


 


(b)                               any ambiguity in relation to
the incorporation and flow-down of DEFCONS pursuant to Clause 2,


 


11

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


FPII shall immediately seek direction from IST and
subsequently follow any reasonable direction given by IST.


 


5                                         SPECIFICATION AND BUILD
STANDARD


 


5.1                               The build standard for Items
No. 1 and 2 of the SOR shall, to the extent applicable to the scope of
this Agreement as determined by Schedule 1 be that of the first-off vehicle
produced to the Contractor’s Build Standard as amended through the
Configuration Control procedures of the MOD Contract, to meet the performance
and reliability requirements of the SOW and the Contractor’s Technical
Description and acceptance by IST (the Build
Standard).


 


5.2                               Work shall be carried out to
the satisfaction of the Authority’s Project Manager as detailed in Box 2 of DEFFORM 111
or its authorised representative.


 


5.3                               Any proposal by either Party
to modify the Build Standard (or any deviation) shall be notified in writing to
the other in accordance with DEF-STAN 05-57 (Configuration Management of
Defence Material) giving full details of its reasons for the proposed
modification (or deviation). Should the implementation of any proposed
modification (or deviation) result in either Party incurring costs (directly or
indirectly on ordering spares, revising literature or modifying equipment) the
modification shall not be incorporated in any Article supplied under the
Agreement unless agreed by the Parties in writing.


 


6                                         RIGHTS AND RESPONSIBILITIES


 


6.1                               FPII is hereby appointed as
a sub contractor and shall be entirely responsible for undertaking the work
allocated to it as set out in this Agreement in accordance with the terms and
conditions of this Agreement.


 


6.2                               IST shall be responsible for
all aspects of work allocated to it in accordance with Schedule 1 in accordance
with the provisions and requirements of this Agreement.


 


12

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


6.3                               Should FPII fail to complete
any part of the work or supply any of the Articles as required by this
Agreement to the reasonable satisfaction of IST (an FPII Failure), it shall be FPII’s responsibility to rectify
that FPII Failure to the reasonable satisfaction of IST at no additional cost
to IST except to the extent that and for so long as such FPII Failure is caused
by any undue delay by the Authority or any act or omission of IST and/or NPA
(or their respective agents, employees, subcontractors or other
representatives) (a Relevant FPII Dependency).


 


6.4                               FPII shall promptly notify
IST when:


 


(a)                                  an FPII Failure is caused by
a Relevant FPII Dependency, providing details of the Relevant FPII Dependency;
and


 


(b)                                 an FPII Failure ceases to be
caused by a Relevant FPII Dependency.


 


6.5                               IST shall include
corresponding provisions to Clauses 6.3 and 6.4 in the NPA Subcontract which
will require NPA to promptly notify IST where it relies on an act or omission
of FPII (or its agents, employees, subcontractors or other representatives) (a Relevant NPA Dependency) to excuse its
failure to complete any part of the work or supply any of the articles as
required by that agreement or to meet any of the acceptance criteria as stated
in that agreement to the reasonable satisfaction of IST (an NPA Failure).


 


6.6                               IST shall promptly notify
FPII on becoming aware of any Relevant NPA Dependency and FPII shall use
reasonable endeavours to remedy the situation so that NPA is no longer able to
rely on the Relevant NPA Dependency as the reason for the NPA Failure.


 


6.7                               Should IST and/or NPA
formally or informally verify or express satisfaction with any design, drawing
or data or if IST and/or NPA at any stage gives any advice or makes any comment
or suggestion relating to any design, drawing or data under this Agreement, IST
and/or NPA shall not thereby incur any liability and FPII shall remain solely
responsible for the proper performance of this Agreement.


 


13

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


6.8                               Any advice offered during
the course of the Agreement by IST, NPA or the Authority, or any representative
of IST, NPA or the Authority, shall be deemed to be given without
responsibility on the part of IST, NPA or the Authority and FPII remains liable
under the Agreement to produce the Articles or perform the Services in
accordance with this Agreement.


 


7                                         TECHNICAL ASSISTANCE


 


7.1                               IST may engage organisations
to assist it with this Agreement. In such circumstances, these parties shall be
deemed to be approved representatives of IST to whom FPII shall make available
such information and facilities as are necessary to enable them to fulfil their
obligations to IST.


 


7.2                               Any contract placed by IST
for the services mentioned in Clause 7.1 above shall include suitable
provisions for the protection of the confidentiality of any information released
under the said contract.


 


8                                         PRICES & GAINSHARE


 


8.1                               The prices for the Articles
and Services to be supplied by FPII to IST are firm i.e. non-variable for the
duration of the contract and excluding VAT after allowing all cash and trade
discounts. The prices shall be subject to formal price investigation by the
Authority’s Cost Assurance Services (CAS)
for all Articles pursuant to Condition 7.1 of the MOD Contract Until such time
as the price investigation has been completed by CAS to agree a firm price in
accordance with DEFCON 643 and DEFCON 648A, IST shall pay:


 


(a)                                For SOR Items la), lb) and
lc): the maximum provisional prices detailed within the SOR, up to a maximum
total price of $[***] and £[***] respectively for the total quantity
of 97 vehicles, representing 80% of the total contract value for these items,
upon successful delivery of the Articles. Payment of the remaining $[***] and 


 


14

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


£[***] for SOR Items la),
lb) and lc) combined shall be subject to the outcome of the CAS price
investigation under the MOD Contract.


 


(b)                                 For SOR Items 2 to 26
inclusive (subject to any options being taken): IST shall pay [***]% of the maximum provision al prices
detailed within the SOR upon successful delivery of the Articles. Payment of
the remaining [***]% for SOR Items
2 to 26 inclusive shall be subject to the outcome of the CAS price
investigation under the MOD Contract.


 


In the event that firm prices have not been agreed
under the MOD Contract within 6 months of contract award, the Parties shall
refer to the dispute resolution procedures at Clause 41.


 


8.2                               All prices shall be in UK
Pounds Sterling (£) and/or US Dollars ($) in accordance with the Payment Plan
and are inclusive of all royalties, commercial agreements, license fees, and US
and UK taxes, with the exception of Value Added Tax (DEFCON 513 refers).


 


8.3                               All prices include the cost
of handling, packaging and transportation (including carriage insurance and
freight) to the point of delivery or ex-works to the consignee and the cost of
compliance with this Agreement.


 


8.4                               The prices for Items No. 1
and 2 of the SOR includes those long lead items already agreed as part of the
ITPs dated 12 February 2009 and 17 March 2009.


 


8.5                               FPII shall actively seek
innovative approaches in reducing cost. IST shall endeavour to assist FPII with
this activity. In the event FPII is able to reduce cost against that detailed
in the pricing model (as agreed by IST, NPA and FPII) and IST receives a corresponding
payment under Condition 7.5 of the MOD Contract, IST shall promptly pay such
amount to FPII.


 


8.6                               FPII shall clearly record
and make available at the request of IST all costs associated with this
Agreement to allow this gainshare to be applied. Further, FPII shall at
quarterly intervals produce a detailed account of any savings made against the
agreed costs. On 


 


15

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


completion of the Agreement both Parties shall review such records and
to the extent that savings have been achieved the Parties shall share such
savings in the agreed ratios. IST reserves the right to deduct its share of any
savings from any outstanding sum due to FPII upon completion of the Agreement.


 


9                                         DELIVERY


 


9.1                               Notwithstanding the
provisions of DEFCON 507, as this requirement is an urgent operational
requirement (a UOR), delivery is
of significant importance. All Items detailed in the SOR shall be delivered in
accordance with the Delivery Schedule.


 


9.2                               Delivery shall be included
in the price of all items.


 


9.3                               Subject to Clause 10,
delivery shall be made as follows:


 


(a)                                  SOR Items 1 a),
b) and c)


 


(i)                                    shall be delivered by FPII
in accordance with the FPII Vehicle Specification to the location specified in
the Delivery Schedule subject to the following inspection process being adhered
to:


 


(A)                             at IST’s reasonable
discretion, an inspection of any parts, or any performance requirements, of the
Item by IST or a nominated representative, and IST providing its prior approval
for the Item to be shipped from the United States to the United Kingdom, such
approval not to be unreasonably withheld or delayed; and


 


(B)                               at IST’s reasonable
discretion, an inspection of any parts, or any performance requirements, of the
Item by IST or a nominated representative and IST providing its prior approval
for the Item to be delivered to the location 


 


16

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


specified in the Delivery Schedule, such approval not to be unreasonably
withheld or delayed;


 


provided that IST shall only withhold or delay such approval if the
relevant SOR Item does not comply with the FPII Vehicle Specification and;


 


(ii)                                 risk of any damage, theft or
loss shall rest with FPII until the base vehicle has been successfully
delivered and is in the possession of IST (or its nominee) at such location.
Should the vehicle have to be taken off such premises by FPII for remedial
work, this risk shall pass back to FPII.


 


(b)                                 SOR Items 2, 3
and 21


 


(i)                                    shall be delivered by NPA
under the NPA Sub-contract to IST at the relevant location set out in the MOD
Contract or such other location as may be agreed between IST and NPA; and


 


(ii)                                 risk of any damage, theft or
loss shall rest with NPA from such time as FPII delivers SOR Item la), lb) or
1c) in accordance with Clause 9.3(a) above until such Items have been
successfully delivered and are in the possession of the IST and/or the
Authority at such location. Should such Items have to be taken off such
premises by NPA for remedial work, this risk shall pass back to NPA.


 


10                                  RECTIFICATION OF DEFECTS ON
DELIVERY


 


10.1                         IST shall require NPA to
promptly notify IST on becoming aware of any failure of SOR Item la), lb) or
1c) to comply with the FPII Vehicle Specification. With such notice NPA shall,
to the extent reasonably practicable, be required to provide an outline of the
feasibility, timing and costs likely to be associated with remedying the
failure.


 


17

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


10.2                         Promptly on becoming aware
of any such failure (whether pursuant to a notice from NPA under Clause 10.1 or
otherwise) IST shall promptly notify FPII and FPII shall be entitled to make
representations to IST.


 


10.3                         IST shall take such action as
it deems reasonably necessary to remedy such failure.


 


11                                  NOT USED


 


12                                  PAYMENT AND INVOICING


 


12.1                         All payments against this
Agreement shall be made in UK Pounds Sterling (£) or US Dollars ($) and shall
be claimed in accordance with this Clause 12. Upon completion and delivery of
the Articles it is required to deliver pursuant to Schedule 1, FPII shall
submit a payment approval request (a  Payment Approval Request) to IST in respect of each payment to which it believes
itself to be entitled in accordance with this Agreement and the Pricing Model.


 


12.2                         The Payment Approval Request
shall be completed in a manner that makes it clear, precisely what Articles
payment is being claimed for and be substantially in the form of DEFFORM 522.


 


12.3                         On receipt of a valid
Payment Approval Request in accordance with this Clause 12, IST shall seek a
corresponding payment from the Authority pursuant to the MOD Contract and shall
notify FPII when it:


 


(a)                                  submits its claim for the
corresponding payment under clause 12.3 of the MOD Contract; and


 


(b)                                 receives the corresponding
payment from the Authority under the MOD Contract.


 


12.4                         On receipt of notice from
IST that it has received the corresponding payment from the Authority, FPII may
submit an invoice to IST requiring payment of the relevant amount no later than
30 days from the date of receipt by IST of FPII’s invoice.


 


18

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


13                                  RELIABILITY AND ACCEPTANCE
TRIALS


 


13.1                         The Authority plans to trial
the vehicle at the locations detailed in the SOW. Delivery of these trials
shall not be construed as a contract deliverable for FPII.


 


13.2                         FPII shall use best
endeavours to support IST in delivering the equipment, personnel, training and
support necessary to facilitate the trialling in accordance with the MOD
Contract to allow the Authority to validate and verify the vehicles and
ancillaries against the Authority’s SRD and SOW. IST reserves the right to
change the location of trialling within the UK at no additional cost.


 


14                                  FORCE MAJEURE


 


14.1                         Notwithstanding the
provisions of Clause 36, if, by reason of any acts of nature, war, hostilities
or of any fire at any of the premises of IST, FPII or those of their suppliers
or the inability to obtain or maintain any necessary import and/or export
licence or consent despite having used best endeavours to do so and providing
that FPII has not infringed the terms of any licence, FPII shall have been
delayed in completing its obligations under this Agreement, FPII shall, immediately
upon becoming aware that any such delay has been caused, give to IST notice in
writing of his claim for an extension of time for the completion of its
obligations under this Agreement and IST shall (a) allow FPII an extension
of time for such completion in respect of any delay caused by any of the
circumstances before mentioned as shall be reasonable and (b) not hold
FPII liable for breach of this Agreement by reason of such delay. Provided
always that FPII shall not be entitled to any extension of time:


 


(a)                                  unless it shall at all times
have used all reasonable endeavours to prevent any such delay and to minimise
any such delay and to do all that may be reasonably required to the
satisfaction of IST to proceed with the work; and


 


(b)                                 IST obtains a corresponding
extension from the Authority under the MOD Contract.


 


19
















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


14.2                         The maximum extension of
time granted under this condition for SOR Item 1 shall be agreed between the
Parties following submission of the FPII’s written notice in accordance with
Clause 14.1 above.


 


15                                  QUALITY ASSURANCE


 


15.1                           For the duration of this
Agreement FPII shall maintain its Quality Assurance (QA) process system in
accordance with the Quality Assurance Management Plan and Strategy (QMAPS) and Schedule 1 and the following
standards:


 


(a)                                  AQAP 2070 NATO Mutual
Government Quality Assurance (GQA) Process, Edition 1 dated 01 January 2004


 


(b)                                 AQAP 2110 Quality assurance
requirements for design, development and production, Edition 2 dated 01 December 2006


 


(c)                                  AQAP 2105 Requirements for
deliverable quality plans, Edition 1 dated 01 December 2005


 


(d)                                 AQAP 2210 Supplementary
Software Quality Assurance Requirement, Edition 1, dated 01 November 2006


 


(e)                                  STANAG 4107 Mutual
Acceptance of Government Quality Assurance and Usage of the Allied Quality
Assurance Publications, Edition 8 dated 06 July 2007


 


(f)                                    Defence Standard 05-61 Part 1
- Deviations / Waivers, Issue 4 dated 26 April 2004


 


(g)                                 Defence Standard 05-61 Part 4
- Contractors Working Parties, Issue 3 dated 25 October 2002


 


(h)                                 Defence Standard 05-57 -
Configuration management of Defence Materiel, Issue 5 dated 17 June 2005


 


20

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


(i)                                     Defence Standard 03-32 -
Pre-treatment and painting, Issue 4 dated 08 July 2005


 


(j)                                     Defence Standard 05-99 -
Managing Government Furnished Assets in Industry, Issue 3 dated 01 August 2008.


 


15.2                         All requirements of this
Agreement shall be subject to Government Quality Assurance.  The Government Quality Assurance
Representative for the purposes of this Agreement is as set out in the MOD
Contract.


 


15.3                         Any amendments made to the
QMAPS during this Agreement shall be submitted for approval and acceptance
through the formal Agreement Change Procedure at Clause 37.


 


15.4                         FPII shall use reasonable
endeavours to obtain certification to ISO 9000:2008 series of standards, or to
a similar recognised national or international third party accreditation
scheme.


 


16                                  PARTS & LABOUR
WARRANTY


 


16.1                         FPII acknowledges that IST
is required to provide the Authority with a parts and labour warranty in
accordance with Condition 16 and Annex R of the MOD Contract (the IST Parts and Labour Warranty). In order to
enable IST to provide the IST Parts and Labour Warranty, FPII provides IST with
a warranty (on the same terms and subject to the limitations and exclusions
which apply to the IST Parts and Labour Warranty) in respect of FPIN scope of
work under this Agreement and all Articles provided by FPII under this
Agreement. At the request of IST, FPII shall perform its warranty obligations
directly to the Authority on behalf of IST.


 


16.2                         If IST incurs any financial
liability under the IST Parts and Labour Warranty, FPII shall indemnify IST in
respect of the FPII Relevant Share of such liability.


 


17                                  RELIABILITY WARRANTY


 


17.1                         FPII acknowledges that IST is
required to provide the Authority with a reliability warranty in accordance
with Condition 17 and Annex S of the MOD Contract (the IST 


 


21

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


Reliability Warranty). In order to enable IST to
provide the IST Reliability Warranty, FPII provides IST with a warranty (on the
same terms and subject to the limitations and exclusions which apply to the IST
Reliability Warranty) in respect of FPII’s scope of work under this Agreement
and all Articles provided by FPII under this Agreement. At the request of IST,
FPII shall perform its warranty obligations directly to the Authority on behalf
of IST.


 


17.2                         If IST incurs any financial
liability under the IST Reliability Warranty, FPII shall indemnify IST in
respect of the FPII Relevant Share of such liability.


 


18                                  GOVERNMENT FURNISHED ASSETS


 


18.1                         Where IST provides, or
procures that, the Authority provides and/or makes available free of charge to
FPII any items of GFA, such items shall be held on loan terms as may be agreed
from time to time and shall be used only in aid of the work to be carried out
under this Agreement. IST shall endeavour to keep FPII informed of any delay to
the delivery of such GFA as soon as reasonably practicable. In the event of
such delay or any other action, inaction or omission of the Authority
preventing or delaying the performance by FPII of its obligations under this
Agreement. FPII shall not be liable for such delay or failure to perform
provided it provides an impact statement to IST which demonstrates such impact
is a direct result of the Authority’s failure to provide GFA items in
accordance with the MOD Contract. Upon receipt of such impact statement and
provided that such impact is directly attributable to the Authority’s failure
to provide GFA items, the Parties shall agree a fair and reasonable Agreement
Amendment.  Immediately that he is aware
of any delay in receipt of GFA, FPII shall advise IST. No other GFA shall be
issued or made available by IST as a contract dependency and IST does not
guarantee to provide any GFA which is not identified in Schedule 2. In the
event that the Parties are unable to agree the Parties shall refer to the
dispute resolution procedure under Clause 41.


 


18.2                         GFA shall not be removed from
FPII’s premises without the prior written consent of IST, except where it is
necessary for the performance of sub-contractor work. GFA issued to 


 


22

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


FPII may only be used solely for the purposes of the work to be
performed under this Agreement.


 


19                                  SPECIAL JIGS, TOOLING &
TEST EQUIPMENT (S&TE)


 


FPII’s obligations under DEFCON 23 (Special Jigs,
Tooling & Test Equipment) as incorporated into this Agreement by
Clause 2.1, shall also include Special Jigs, Tooling & Test Equipment
supplied by FPII under this Agreement.


 


20                                  SUB-CONTRACTING


 


20.1                         FPII shall ensure that the
provisions of DEF-STAN 05-61 shall be extended to the placing and control of
all subcontracts arising from this Agreement. A copy of each subcontract shall
be supplied to IST on request.


 


20.2                         FPII shall be responsible
for the management of any sub-contractors or agents and shall accept full
responsibility for their performance. The subcontracting of any obligation
under this Agreement shall not relieve or excuse FPII from its obligations to
IST in respect of the due performance of such obligations. FPII shall be
responsible to IST for the acts or omissions of that subcontractor in relation
to such subcontractor’s performance of this Agreement shall be regarded as an
act or omission of FPII.


 


20.3                         IST shall not intervene in
disputes between FPII and its subcontractors, nor shall it deal directly with
any subcontractor. FPII shall procure that in relation to such matters, all
approaches to IST shall only be made by FPII.


 


20.4                         In the event that FPII, or
any of its subcontractors or agents generate any Intellectual Property
including Patents, Registered Trade Marks and Registered Designs (and
applications for the same), copyright, design right, unregistered trade marks,
know-how and confidential information, then FPII shall enter, or where relevant
shall ensure that the sub-contractor or agent enters, into an agreement with
the Authority in the form of DEFFORM 177, Design Rights and Patents
Sub-Contractors Agreement prior to commencement of any work.


 


23

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


21                                  PROGRESS REPORTS, PROGRESS
MEETINGS AND DESIGN REVIEWS


 


21.1                         IST’s requirements for
meetings, design reviews and progress reports appertaining to Items to be
delivered by FPII are detailed in Schedule 1. Such meetings will be held either
at FPII’s, NPA’s IST’s or the Authority’s premises or if approved by IST, by
telephone conference, at no cost to IST, NPA or the Authority. Where requested
by IST, FPII will be responsible for maintaining a written record of meetings
held and resultant actions for the duration of the Agreement, and shall provide
these minutes to IST no later than 5 Business Days after each meeting for
subsequent agreement with IST that they represent an accurate record of the
meeting. IST shall notify FPII within 6 Business Days of their acceptability or
otherwise.


 


21.2                         FPII shall ensure adequate
and appropriate representation by themselves and subcontractors as necessary,
applicable to each meeting, and that those representatives are empowered to
represent the views of FPII and make decisions.


 


21.3                         FPII shall also provide IST
with any information reasonably requested by IST to satisfy themselves that the
work is proceeding to time and performance/quality for the term of this
Agreement.


 


22                                  EXPORT LICENCES FROM US
GOVERNMENT


 


It shall be the sole responsibility of FPII to
submit to the United States Government in a timely manner any applications for
export licences including any United States Congressional Notification or
application under the Defense Priorities and Allocations System required to
perform any of its obligations under this Agreement.


 


23                                  CUSTOMS CLEARANCE


 


FPII shall be responsible for obtaining clearance
outwards from the country of origin and through UK customs. If delivery
verification certificates are required, it shall be the responsibility of FPII
to obtain the certificates from the point of import. IST shall use, 


 


24

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


and shall procure that NPA uses, reasonable
endeavours to assist FPII in performing such obligations.


 


24                                  FPII PERSONNEL


 


24.1                         Personnel employed under
this Agreement must have appropriate qualifications and competence for the
tasks on which they are engaged and in all aspects acceptable to IST. IST may
only object on reasonable and demonstrable grounds


 


24.2                         Where so required, full
details of key personnel to be employed on this Agreement shall be made
available in advance to IST on request for confirmation of acceptability.


 


24.3                           FPII shall take all
reasonable steps to avoid changes of key personnel assigned to and accepted for
work under this Agreement. IST shall be notified in advance of any change of
key personnel.


 


24.4                           FPII agrees to allocate
adequate resources to perform its obligations under this Agreement.


 


25                                  SECURITY OF MOD PROPERTY


 


25.1                         Work under this Agreement is
generally classified as RESTRICTED and an aspect of the work required under
this Agreement is classified as SECRET as defined in the Authority’s letter
SUVC1/0208 to NPA dated 4 February 2009.


 


25.2                         FPII shall confirm in
writing to IST that the definition of the classified matter has been brought to
the attention of the person(s) directly responsible for the security of
the Agreement, that the definition is understood and that measures can be/will
be taken to safeguard the classified matter and it shall immediately refer any
difficulties in these respects to IST. When submitting its response, FPII shall
identify that information which FPII believes to be in the public domain.


 


25.3                         Changes in this
classification will be notified by the Authority’s Project Manager via IST.


 


25

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


25.4                         FPII should be aware of all
security implications when performing the work under this Agreement and should
take the necessary precautions to protect its staff and premises.


 


25.5                         FPII shall be entirely
responsible for the security of all property in his possession for the purpose
of the Agreement. Such property must be effectively secured and not left
unattended in any place accessible to the public.


 


25.6                         FPII shall be responsible
for ensuring the security requirements are met to the complete satisfaction of
the Authority and IST. In the event of non compliance, the Authority and/or IST
shall have the right to withhold any further work under this Agreement until
such time as security requirements are complied with.


 


26                                  MARKING OF ARTICLES


 


26.1                         FPII shall supply and fit
vehicle identification plates in accordance with Schedule 1.


 


26.2                         IST shall procure that NPA
supplies and fits modification plates in accordance with Schedule 1 of the NPA
Sub-contract.


 


27                                  REGISTRATION PLATES AND
ALLOCATION OF REGISTRATION NUMBERS


 


27.1                         IST shall procure that NPA
supplies and fits registration. IST shall apply for registration numbers, in
writing, 28 days before they are required to:


 


WOLFHOUND Project Manager 


Protected Mobility Team


Defence Equipment & Support 


Spruce 3a, #1302


MOD Abbey Wood


Bristol


BS34 8JH


 


26

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


27.2                         Prior to consignment of the
vehicles, FPII shall notify the allocation of vehicle registration numbers to
chassis and engine numbers as appropriate to the address outlined above.


 


28                                  SUPPLIER DEVELOPMENT SCHEME –
SUPPLIER AND CUSTOMER PERFORMANCE MEASUREMENT


 


FPII and IST agree to monitor performance under this
Agreement in such a way as to enable IST to comply with clause 28 of the MOD
Contract.


 


29                                  PUBLICITY


 


Any announcement; or the content of any
announcement, regarding this Agreement shall be subject to agreement by IST.


 


30                                  POTENTIAL HAZARD -
RESPIRABLE DUST ON EQUIPMENT RETURNED FROM THEATRE


 


30.1                         Some equipment being
returned from theatre to UK for servicing and maintenance may be contaminated
with dust potentially containing respirable crystalline silica. Maintenance,
servicing and refurbishment activities that disturb this dust carry with them the
potential to expose those undertaking the task to airborne dust containing
respirable crystalline silica.


 


30.2                         FPII shall ensure that
exposure to hazardous substances must be adequately controlled and, for
substances assigned a Workplace Exposure Limit (WEL), exposure does not exceed the WEL. Respirable crystalline
silica has been assigned an 8 Hr time weighted average WEL of 0.1 mg/M3.


 


30.3                         Processes that actively
generate airborne dust, such as use of compressed air lines, should be avoided.
Cleaning techniques that minimise generation of airborne dust include wet or
vacuum cleaning. If this is not reasonably practicable or does not reduce
exposure sufficiently then use of enclosures and/or properly designed exhaust
ventilation systems — 


 


27

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


supplemented by respiratory protective equipment — may be necessary.
The provision of respiratory protective equipment on its own as a control
measure is unlikely to be acceptable.


 


30.4                         The Health and Safety
Executive (HSE) recommends that
risk assessments for silica follow the “special” control approach as laid out
in their guidance sheet G400, further information on dealing with respirable
silica can be obtained from the HSE and from the British Occupational Hygiene
Society.


 


30.5                         FPII shall forward this
information to any companies in his supply chain that are involved in any
activity, e.g. repair, servicing, maintenance, refurbishment, disposal, etc.,
of the equipment(s), sub-systems, and/or components, that may disturb any dust
on such items.


 


31                                  CONTRACTOR ON DEPLOYED
OPERATIONS (CONDO)


 


31.1                         In the event IST tasks FPII
to provide field support representatives (FSRs),
the Parties shall provide CONDO services in accordance with DEFCON 697 and
DEF-STAN 05-129.


 


31.2                         The quantities of FSRs
detailed in Schedule 1 are indicative based on the fleet quantities of
WOLFHOUND vehicles. The range of quantities under SOR Items 20(a) and 20(b) shall
be agreed between IST and FPII prior to submission by IST of the FSR scoping
study report in accordance with the MOD Contract and the exact quantities
within that range will be agreed between IST and FPII following IST’s agreement
with the Authority.


 


32                                  RISK


 


32.1                         FPII, NPA and IST shall
undertake joint risk management in accordance with the Schedule 1 and the joint
ROMP. The joint risk register shall be used to capture all programme risks with
the respective owner being responsible for managing their own risks.


 


28

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


32.2                         IST’s acceptance of the ROMP
does not imply acceptance of any slippage, additional cost, or performance
shortfall identified in any risk assessment. Similarly any statement on risk
ownership is without prejudice to the adjudication of liability in the case of
any event arising. Nothing contained in Schedule 1 shall reduce FPII’s
commitment to meet the requirements of this Agreement.


 


33                                  OPTION TO PURCHASE FURTHER
ITEMS


 


Where the Authority exercises its right to purchase further
Items under Condition 33 of the MOD Contract, FPII shall perform its scope of
work under this Agreement so as to enable IST to perform its obligations under
the MOD Contract in respect of those further Items.


 


34                                  ENTIRE AGREEMENT


 


34.1                         Subject to Clause 19, this
Agreement and its Schedules and attachments constitute the entire understanding
and agreement between the Parties and supersedes all previous agreements and
understandings between the Parties with respect to the matters referred to
herein.


 


34.2                         The Parties acknowledge and
agree that this Agreement has not been entered into in reliance, in whole or
part, on any statement, representation, warranty or understanding (whether
negligently or innocently made) by any person (whether a party or otherwise)
except those expressly set out in this document.


 


35                                  DATA HANDLING


 


35.1                         FPII shall (and shall
procure that any of its staff involved in the provision of this Agreement) be
registered under the Data Protection Act 1998 (DPA) and both Parties will duly
observe all their obligations under the DPA which arise in connection with this
Agreement.


 


29
















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND
FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


35.2                          Notwithstanding the general
obligation in Clause 35.1 above, where FPII is processing personal data (as
defined by the DPA) as a data processor for IST or the Authority (as defined by
the DPA) FPII shall ensure that it has in place appropriate technical and
organisational measures to ensure the security of the personal data (and to
guard against unauthorised or unlawful processing of the personal data and
against accidental loss or destruction of, or damage to, the personal data), as
required under Seventh Data Protection Principle in Schedule 1 to the DPA; and


 


(a)                                  provide IST and the
Authority with such information as IST and/or the Authority may reasonably
require to satisfy itself that FPII is complying with its obligations under the
DPA;


 


(b)                                 promptly notify IST of any
breach of the security measures required to be put in place pursuant to Clause
35.2, and


 


(c)                                  ensure that it does nothing
knowingly or negligently which places IST and/or the Authority in breach of its
obligations under the DPA.


 


35.3                         The provisions of this
Clause shall apply during the continuance of this Agreement and indefinitely
after its expiry or termination.


 


36                                  DEFAULT


 


36.1                         This Agreement shall
terminate automatically on the termination of the MOD Contract.


 


36.2                         Following a Contractor
Default (as defined under the MOD Contract), FPII shall use best endeavours to
assist IST in performing its obligations under Condition 37 of the MOD
Contract, including but not limited to providing information and assisting in
remedying the breach.


 


36.3                         Condition 37 of the MOD
Contract shall be incorporated into this Agreement, save that:


 


(a)                                  references to “the Authority”
shall be substituted by “IST”, “the Contractor” by “FPII” and “Condition” by “Clause”;
and


 


30

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND
FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


(b)                                 such incorporated provision
shall only apply at such times when there is no subsisting Contractor Default
under the MOD Contract. Where FPII and/or IST are exercising the rights under
this Clause 36.3 and a Contractor Default occurs under the MOD Contract, all
rights and obligations under such incorporated provision shall be suspended.


 


37                                  AGREEMENT AMENDMENT
PROCEDURE


 


37.1                          This Agreement may only be
amended (or changed) with the written authority of IST in accordance with the
following Agreement change procedure (Agreement
Change Procedure).


 


37.2                          Proposals for a change to
this Agreement shall be submitted to IST on a Change Proposal Form.


 


37.3                          For each and every proposed
change affecting the existing Agreement price, Firm Price quotations in
accordance with Clause 8 with a validity of at least 6 months shall be
submitted to IST by FPII with each Change Proposal Form. All quotations
submitted shall be accompanied with an analysis showing the way in which FPII
has built up the price under the following headings:


 


(a)                                  Direct Labour (man hours and
wage rates);


 


(b)                                 Overheads;


 


(c)                                  Materials;


 


(d)                                 Sub-contracted work;


 


(e)                                  Special Jigs, Tools, etc;
and


 


(f)                                    Profit.


 


31

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND
FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


37.4                         IST will then either
authorise FPII to proceed, withdraw the change or the Parties will agree upon
an alternative understanding of the change for FPII to proceed upon.


 


37.5                         When a Change Proposal Form is
completed in all its terms, it may be signed by an authorised representative of
FPII and IST as indicating the correctness of the information contained
therein. Following this action, at IST’s discretion, a formal amendment to this
Agreement (an Agreement Amendment)
may be offered by IST.


 


37.6                         Any alteration or change
discussed between the representatives of FM and IST which is not:


 


(a)                                  formalised under an
Agreement Amendment approved by IST, NPA and FPII;


 


(b)                                 otherwise confirmed in
writing by IST, NPA and FPII; or


 


(c)                                  approved pursuant to Clause
6.9 of the JVA,


 


is not authorised under this Agreement.


 


38                                  LIQUIDATED DAMAGES


 


38.1                         Where IST becomes liable to
pay liquidated damages under the MOD Contract, the Parties agree to apportion
liability for such liquidated damages in accordance with the methodology set
out in this Clause 38. Such apportionment pursuant to this Clause 38 shall be
subject to adjustment pursuant to the allocation of liability provision at
Clause 40 to reflect the causes of the non-conformance of SOR Items with the
requirements of the MOD Contract.


 


38.2                         In respect of the delivery
by FPII of a base vehicle in accordance with SOR Item 1 (a) and (b) (an
FPII Base Vehicle):


 


(i)                                     “Actual FPII Delivery Date” means the actual date of delivery
of the relevant FPII Base Vehicle by FPII to IST in accordance with Clause
9.3(a);


 


32

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND
FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


(ii)                                “Scheduled FPII Delivery Date” means the scheduled date of
delivery of the relevant FPII Base Vehicle by FPII to IST, as set out in
Schedule 1 to this Agreement and as may be extended in accordance with Clause
14; and


 


(iii)                             “FPII Delay Day” means, in respect of a FPII Base Vehicle, each
calendar day from and including the Scheduled FPII Delivery Date until but
excluding the Actual FPII Delivery Date;


 


38.3                         In respect of the delivery
by NPA of a integrated base vehicle in accordance with SOR Item 2 (an NPA Integrated Vehicle):


 


(i)                                   “Actual NPA Delivery Date” means the actual date the relevant
NPA Integrated Vehicle is accepted in accordance with Clause 11 of the NPA
Subcontract;


 


(ii)                                “Scheduled NPA Delivery Date” means the scheduled date of
delivery of the relevant NPA Integrated Vehicle by NPA to IST, as set out in
Schedule 1 to this Agreement and as may be extended in accordance with Clause
14; and


 


(iii)                             “NPA Delay Day” means, in respect of an NPA Integrated Vehicle,
each calendar day from and including the Scheduled NPA Delivery Date until but
excluding the Actual NPA Delivery Date;


 


38.4                         For the purposes of this
Clause 38 “Total Delay Days” shall
mean the sum of:


 


(i)                                     the aggregate NPA Delay
Days; and


 


(ii)                                  the aggregate FPII Delay
Days.


 


(b)                                 For the purposes of Clause
40, FPII shall be deemed to have been responsible for a percentage (FPII Percentage) equal to the following:


 


33

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND
FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


	
   

  	
   

  	
   

  	
  Aggregate of FPII Delay Days

  
	
   

  	
  FPII Percentage

  	
  =

  	
  Total Delay Days

  



 


(c)                                  For the purposes of Clause
40, NPA shall be deemed to have been responsible for a percentage (“NPA Percentage”) equal to the following:


 


	
   

  	
   

  	
   

  	
  Aggregate of NPA Delay Days

  
	
   

  	
  NPA Percentage

  	
  =

  	
  Total Delay Days

  



 


39                                  INTELLECTUAL PROPERTY RIGHTS


 


The Parties shall comply with the provisions of
Schedule 3.


 


40                                  ALLOCATION OF LIABILITY
BETWEEN SUBCONTRACTS


 


40.1                           IST and FPII acknowledge
that:


 


(a)                                  this Agreement is a
flow-down of certain of IST’s obligations under the MOD Contract;


 


(b)                                 IST has also entered into
the NPA Subcontract to effect a flow-down of some of IST’s other obligations
under the MOD Contract;


 


(c)                                  IST may:


 


(i)                                   become liable to the
Authority in respect of the subject matter of the MOD Contract whether by claim
for payment by IST, by way of set-off or otherwise; and/or


 


(ii)                                incur other increased costs,
losses or liabilities,


 


in each case as a result of the actions or omissions of either or both
of FPII and NPA (an IST Liability);
and


 


34

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND
FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


(d)                                 the approval or acceptance
by IST or the Authority of delivery of an Item shall not, of its own right, be
conclusive evidence for the purposes of this Clause 40.


 


40.2                           Promptly after IST becomes
aware of any IST Liability, IST shall:


 


(a)                                  notify FPII and NPA in
writing of such IST Liability;


 


(b)                                 convene a meeting of IST,
NPA and FPII to discuss the IST Liability; and


 


(c)                                  provide to FPII and NPA such
information as is available to IST (following requests to the Authority for
further information if required) in relation to the background of the IST Liability.


 


40.3                           IST shall retain control of
the defence of any claim by the Authority in relation to an IST Liability but
shall take into account the representations of FPII and NPA in defending such
claim.


 


40.4                           IST, NPA and FPII shall use
reasonable endeavours to agree the respective portion of the IST Liability
which results from each of:


 


(a)                                  FPII’s breach of its
obligations under this Agreement and/or negligence and/or wilful misconduct
(the FPII Relevant Share);


 


(b)                                 NPA’s breach of its
obligations under the NPA Subcontract and/or negligence and/or wilful
misconduct (the NPA Relevant Share);
and/or


 


(c)                                  any other reasons, including
but not limited to, IST’s breach of any obligation under the MOD Contract which
it does not sub-contract to FPII under this Agreement or to NPA under the NPA
Subcontract (the IST Relevant Share),


 


(each a Relevant Share) where the negligence or
wilful misconduct of any subcontractor, agent, employee, officer or
representative of FPII or NPA shall be deemed to be negligence or wilful
misconduct of FPII or NPA respectively.


 


35

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND
FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


40.5                           Where each of IST, FPII and
NPA agree the Relevant Shares, FPII shall pay the FPII Relevant Share and NPA
shall pay the NPA Relevant Share to IST within 5 Business Days of such
agreement.


 


40.6                           Where IST, FPII and NPA
cannot agree the Relevant Shares within 20 Business Days of IST notifying FPII
and NPA in accordance with Clause 40.2:


 


(a)                                  IST may serve written notice
on NPA and FPII requiring each of NPA and FPII to pay a provisional amount
equal to 50% of the IST Liability (a Provisional Relevant Share) to IST
within 5 Business Days of such notice, in which case NPA and IST shall pay such
Provisional Relevant Shares within such period; and


 


(b)                                 any of IST, NPA or FPII may
refer the determination of each Relevant Share (the Relevant Share Determination) to
dispute resolution in accordance with Clause 41.


 


41                                  DISPUTE RESOLUTION


 


41.1                           Unless the Parties agree
that such dispute shall be:


 


(a)                                  resolved by arbitration in
accordance with DEFCON 530 jointly with a dispute between IST and the Authority
under the MOD Contract; or


 


(b)                                 otherwise resolved by
arbitration,


 


any dispute arising out of or in connection with
this Agreement, including any question regarding its existence, validity or
termination, shall be referred to and finally resolved pursuant to this Clause
41.


 


41.2                           The governing law of this
Agreement shall be the substantive law of England and Wales.


 


41.3                           IST undertakes to FPII that
it will include in the NPA Subcontract provisions which are identical to
Clauses 40 and 41 of this Agreement, other than name changes to reflect that
fact that NPA and not FPII is party to the NPA Subcontract.


 


36

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND
FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


41.4                         Subject to Clause 41.7 no
party shall commence any court proceedings until the procedures in Clause 41.4
to Clause 41.6 have been completed.


 


41.5                         No party shall be entitled
to suspend the performance of its undisputed obligations under this agreement
merely by reason of the reference of any dispute to the dispute resolution
procedure contained in this Clause.


 


41.6                         The Parties shall attempt in
good faith to resolve the dispute by a procedure of mediation in accordance
with the Centre for Effective Dispute Resolution mediation rules or Model
Mediation Procedure in force at the commencement of the mediation, (or in the
event that the Centre for Effective Dispute Resolution has ceased to exist as
at the time of the commencement of the mediation, mediation rules or a
model mediation procedure offered by any other body offering commercial
mediation services which shall be selected by the party initiating or pursuing
the dispute), which procedure shall be commenced within 10 Business Days of
written notification by any party to the other that it wishes to initiate
mediation (“Notification”)
(or longer if so agreed by the Parties). In the event that any provision of
such mediation rules or model mediation procedure conflicts with any
provision of this Clause the provisions of this Clause shall take precedence.
In the event that any timescales contained in such mediation rules or
model mediation procedure conflicts with the timescales referred to in this
Clause the timescales contained in such mediation rules or model mediation
procedure shall be amended accordingly such that the timescales referred to in
this Clause shall be adhered to.


 


41.7                         In the event that resolution
of the dispute is achieved in consequence of such mediation procedure, such
resolution shall be reduced to writing and, once it is signed by the duly
authorised representatives of the Parties, shall be binding on the Parties.
Unless concluded by a written legally binding agreement all discussions and
negotiations connected with the mediation procedure referred to in Clause 41.4
shall be conducted in confidence and without prejudice to the rights of the
Parties in any future legal or other proceedings. Nor may such matters be
produced or relied upon in evidence in any such proceedings.


 


37

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND
FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


41.8                         If any dispute to which this
Clause relates is not resolved by the mediation procedure referred to in Clause
41.4 and Clause 41.5 within a period off 20 Business Days from Notification (or
longer if so agreed by the Parties), the mediation procedure shall be
terminated and, unless the party initiating or pursuing the dispute withdraws
the dispute, the dispute shall be referred to the High Court of England and
Wales.


 


41.9                         The dispute resolution
process contained in this Clause 41 shall not impose any precondition on any
party or otherwise prevent or delay any party from commencing proceedings in
any court of competent jurisdiction in relation to any dispute in which the
party requires an order (whether interlocutory or final) restraining the other
party from doing any act or compelling the other party to do any act.


 


42                                  RELIEF FROM OBLIGATIONS AND
ADDITIONAL PAYMENTS


 


IST shall not be required to grant FPII any relief
from its obligations or make any additional payments to FPII in each case under
this Agreement until, and to the extent that, IST obtains equivalent relief
from its corresponding obligations and receives any corresponding additional
payments under the MOD Contract.


 


43                                  ANCILLARY SERVICES


 


43.1                         If FPII provides any
services to IST other than those services strictly necessary for the supply of
the Articles and provision of the Services (for example but not limited to
human resources support or IT services) (“Ancillary Services”) and the
Ancillary Services are anticipated in this Agreement, then the Ancillary
Services will be charged to IST at cost (such cost, or the basis on which such
costs shall be calculated, to be agreed in writing in advance between IST and
FPII following a review of documents evidencing that cost).


 


38

















 


[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND
FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


44                                  COUNTERPARTS


 


44.1                         This Agreement may be
executed in any number of counterparts, each of which is an original and which
together have the same effect as if each Party had signed the same document.


 


EXECUTION


 


The Parties have shown their acceptance of the terms
of this Agreement by executing it at the end of the Schedules.


 


39
















 


[***] INDICATES MATERIAL THAT HAS BEEN
OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH
OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED.


 


SCHEDULE
1


 


Statement of
Work


1                                         FPII
OBLIGATIONS


 


1.1                                 FPII
shall perform, on behalf of IST, the obligations set out in the table below in
paragraph 3 below for which FPII is stated to be the “Party Responsible”,
including the CDRLs listed on the same row of the table. (the FPII Obligations).


 


1.2                                 FPII
shall support IST in the performance of the obligations set out in the table
below in paragraph 3 below for which IST is stated to be the “Party Responsible”
(the IST Obligations) to enable
IST to meet its corresponding obligation under the MOD Contract. Such support
shall include, but not be limited to:


 


(a)                                  providing accurate
technical and commercial information to IST in accordance with a timetable
agreed with IST or otherwise on a timely basis;


 


(b)                                 using reasonable
endeavours to agree with IST and NPA those documents which IST is required to
provide to the Authority; and


 


(c)                                  performing such scope
of work as  is attributed to FPII
in the Pricing Model.


 


1.3                                 FPII
acknowledges that the SOW may be amended under the MoD Contract (MOD Amendment)  and agrees that in  the
case of an MoD Amendment this Agreement shall be amended to:


 


(a)                                  reflect a flow-down
of the MOD Amendment; and/or


 


(b)                                 introduce an
additional level of detail in relation to the scope of requirements under this
Agreement.


 


2                                         IST OBLIGATIONS


 


IST shall perform the IST Obligations.


 

















 


[***] INDICATES MATERIAL THAT HAS BEEN
OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH
OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED.


 


3                                         TABLE OF OBLIGATIONS


 


Table 1: SOR and SOW Obligations


 


	
  Obligation

  	
   

  	
  Delivery
  Date

  	
   

  	
  Party

  Responsible

  	
   

  	
  CDRL

  
	
  A. SOR

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1. Provision of WOLFHOUND base vehicles to
  production standard in the following variants:

   

  a)              Patrol Vehicles 

   

  b)             Military Working
  Dog Support Vehicles (MWDSU) 

   

  c)              Patrol vehicles
  for trials and testing

  	
   

  	
  See Table 2
  titled “Vehicle Delivery Schedule & Utilisation” at the end of this
  Schedule.

  	
   

  	
  FPII

  	
   

  	
  1, 2, 3

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2. Provision of WOLFHOUND integrated
  vehicles to Theatre Entry Standard (TES) in the following variants:

   

  a)              Patrol Vehicles

   

  b)             Military Working
  Dog Support Unit (MWDSU) Vehicles

   

  c)              Patrol vehicles
  for trials and testing

  	
   

  	
  See Table 2
  titled “Vehicle Delivery Schedule & Utilisation” at the end of this
  Schedule.

  	
   

  	
  NPA

  	
   

  	
  3, 5, 6

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3. Provision of Technical Design Packs for
  the WOLFHOUND vehicle variants at Items 2a and 2b above

  	
   

  	
  12 March 2010

  	
   

  	
  NPA

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4. Provision of the following AESP
  technical publications covering the WOLFHOUND vehicle variants at Items 2a
  and 2b above:

   

  a)              Cat 101 - Purpose
  and Planning Information 

  	
   

  	
  19
  October 2009

  	
   

  	
  IST

  	
   

  	
  21

  



 


41

















 


[***]
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


	
  Obligation

  	
   

  	
  Delivery
  Date

  	
   

  	
  Party

  Responsible

  	
   

  	
  CDRL

  
	
  b)             Cat 111 - Equipment
  Support Policy Directive (supplied by the Authority) 

   

  c)              Cat 201 —
  Operating Information 

   

  d)             Cat 421 —
  Installation Instructions and Preparation for Special Environments (VIKs) 

   

  e)              Cat 512 — Failure Diagnosis  

   

  f)                Cat 522 — Maintenance Instructions  

   

  g)             Cat 532 —
  Inspection Standards 

   

  h)             Cat 601 —
  Maintenance Schedules 

   

  i)                 Cat 711/721 — Illustrated Parts Catalogues/Commercial Parts Lists  

   

  j)                 Cat 741/751 —
  Complete Equipment Schedule (Simple Equipment)/ (Complex Equipment) 

   

  k)              Cat 811—
  Modification Instructions

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5. Supply of Certificate of Conformity (C
  of C) with the production of one copy of the AESP technical publications
  above

  	
   

  	
  19
  October 2009

  	
   

  	
  IST

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6. Provision of Support & Test
  Equipment — Complete Equipment Schedule (CES) for the WOLFHOUND vehicle
  variants at Item 2a and 2b above

  	
   

  	
  Phased
  delivery to support vehicle delivery schedule

  	
   

  	
  IST

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7. Provision of Support & Test
  Equipment— Special Tools & Test Equipment (STTE) for the WOLFHOUND
  vehicle variants at 

  	
   

  	
  7 packs
  delivered 21 September 2009

  	
   

  	
  IST

  	
   

  	
  24

  



 


42

















 


[***]
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


	
  Obligation

  	
   

  	
  Delivery
  Date

  	
   

  	
  Party

  Responsible

  	
   

  	
  CDRL

  
	
  Item 2a and 2b above

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8. Provision of Initial Supply of Spares to
  support 97 vehicles for 1 year duration

  	
   

  	
  Phased
  delivery as available up to ISD

  	
   

  	
  IST

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9. Supply of Documentation for NATO Codification

  	
   

  	
  4
  February 2010

  	
   

  	
  IST

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10. Supply of Initial Equipment Repairables
  List

  	
   

  	
  14
  January 2010 (for ISD)

  	
   

  	
  IST

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11. Provision of Train the Trainer
  (Operator) courses for the WOLFHOUND vehicle variants at Items 2a and 2b
  above

  	
   

  	
  19
  October 2009

  	
   

  	
  IST

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12. Provision of re-usable training package
  (Operator Train the Trainer Package)

  	
   

  	
  19
  October 2009

  	
   

  	
  IST

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13. Provision of Train the Trainer
  (Maintainer) courses for the WOLFHOUND vehicle variants at Items 2a and 2b
  above

  	
   

  	
  19
  October 2009

  	
   

  	
  IST

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14. Provision of re-usable training package
  (Maintainer Train the Trainer Package)

  	
   

  	
  19
  October 2009

  	
   

  	
  IST

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15. Provision of the following for trials
  and testing (see para 2.18 of the SOW):

  	
   

  	
  See “90% Integrated
  Master Schedule” in the MOD Contract for detail.

  	
   

  	
  IST

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15(a) Document the readiness of the
  TES vehicle to be trialled

  	
   

  	
  27
  October 2009 (Blast and Ballistics Trials Vehicle) and 18
  December 2009 (User Trials Vehicles)

  	
   

  	
  IST

  	
   

  	
  31

  



 


43

















 


[***]
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


	
  Obligation

  	
   

  	
  Delivery
  Date

  	
   

  	
  Party

  Responsible

  	
   

  	
  CDRL

  
	
  15(b) Provision of training, material
  and Documentation

  	
   

  	
  19
  October 2009

  	
   

  	
  IST

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15(c) Provision of spares support

  	
   

  	
  12
  October 2009

  	
   

  	
  IST

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15(d) Blast and Ballistic Test
  Specification

  	
   

  	
  18
  August 2009

  	
   

  	
  IST

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15(e) Blast and Ballistic Test Report

  	
   

  	
  19
  January 2010

  	
   

  	
  IST

  	
   

  	
  43

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15(f) Option price for 1
  Representative Blast Vehicle

  	
   

  	
  29
  April 2009

  	
   

  	
  IST

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16. Provision of the following Tests,
  Reports and Documentation:

  	
   

  	
  See “90%
  Integrated Master Schedule” in the MOD Contract for detail.

  	
   

  	
  IST

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16(a) Monthly Progress Reports

  	
   

  	
  Monthly

  	
   

  	
  IST

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16(b) EMC trials Report

  	
   

  	
  1
  May 2009 (Base vehicles) and 16 November 2009 (Integrated vehicle)

  	
   

  	
  IST

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16(c) Field Support Representative
  (FSR) Scoping Study Report

  	
   

  	
  Tba

  	
   

  	
  IST

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16(d) Obsolescence Report

  	
   

  	
  Tba

  	
   

  	
  IST

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16(e) Disposal Report

  	
   

  	
  Tba

  	
   

  	
  IST

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16(f) Factory Acceptance Test (FAT)
  and supporting Report

  	
   

  	
  With vehicle
  deliveries

  	
   

  	
  IST

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16(g) UK Type Approval Report

  	
   

  	
  13
  November 2009

  	
   

  	
  IST

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16(h) JADTEU Transportability and Tie
  Down Schemes

  	
   

  	
  Tba

  	
   

  	
  IST

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16(i) Logistic Support Analysis
  Reports

  	
   

  	
  Tba

  	
   

  	
  IST

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17. Provision of the following Plans and 

  	
   

  	
  See “90%
  Integrated 

  	
   

  	
  IST

  	
   

  	
   

  



 


44
















 


[***]
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


	
  Obligation

  	
   

  	
  Delivery
  Date

  	
   

  	
  Party

  Responsible

  	
   

  	
  CDRL

  
	
  Documentation:

  	
   

  	
  Master
  Schedule” in the MOD Contract for detail.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17(a) Quality Management Plan and
  Strategy (QMAPS) document

  	
   

  	
  2
  April 2009

  	
   

  	
  IST

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17(b) Programme Management Plan

  	
   

  	
  2
  April 2009

  	
   

  	
  IST

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17(c) Configuration Management Plan

  	
   

  	
  2
  April 2009

  	
   

  	
  IST

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17(d) Joint Risk  and Opportunity Management Plan (ROMP)

  	
   

  	
  2
  April 2009

  	
   

  	
  IST

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17(e) Integrated Support Plan and
  updates

  	
   

  	
  Tba

  	
   

  	
  IST

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17(f) ILS Element Plans and updates

  	
   

  	
  Tba

  	
   

  	
  IST

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17(g) Logistic Support Analysis (LSA)
  Plan and updates

  	
   

  	
  Tba

  	
   

  	
  IST

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17(h) Joint Risk Register

  	
   

  	
  2
  April 2009

  	
   

  	
  IST

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17(i) Government Furnished Assets
  (GFA) List

  	
   

  	
  2
  April 2009

  	
   

  	
  IST

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18. Provision of or attendance at the
  following Meetings and Reviews:

  	
   

  	
   

  	
   

  	
  IST

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18(a) Design Reviews and provision of
  minutes

  	
   

  	
  As and when
  required

  	
   

  	
  IST

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18(b) 1LS Review Meetings and Minutes

  	
   

  	
  As and when
  required

  	
   

  	
  IST

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18(c) Monthly Progress Meetings and
  secretarial activities including the provision of minutes

  	
   

  	
  Monthly

  	
   

  	
  IST

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19. Option prices for additional quantities
  of Patrol Vehicles to Theatre Entry Standard (TES) and date by which these 

  	
   

  	
  n/a

  	
   

  	
  IST

  	
   

  	
   

  



 


45

















 


[***]
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


	
  Obligation

  	
   

  	
  Delivery
  Date

  	
   

  	
  Party

  Responsible

  	
   

  	
  CDRL

  
	
  options must be exercised: 

   

  UK Financial Year 2009/2010
  

   

  a)              1-50 

   

  b)             51-150 

   

  c)              151+ 

   

  UK Financial Year 2010/2011
  

   

  a)              1-50 

   

  b)             51-150 

   

  c)              151+ 

   

  UK Financial Year 2011/2012
  

   

  a)              1-50 

   

  b)             51-150 

   

  c)              151+

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20. Indicative quantities and prices for
  FSR’s based on the fleet quantities of WOLFHOUND vehicles, for operation (See
  Para 2.6.6 of SOW) to be confirmed following FSR Scoping Study Report: 

   

  a)              In the UK — 2 FSRs
  

   

  b)             On Operational
  Deployment — 8 FSRs

  	
   

  	
  Tba

  	
   

  	
  IST

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21. Design of Integration of Wolfhound
  Vehicle to TES

  	
   

  	
   

  	
   

  	
  NPA

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22. Option prices for Supply and Fit of 

  	
   

  	
  Tba

  	
   

  	
  IST

  	
   

  	
   

  



 


46

















 


[***]
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


	
  Obligation

  	
   

  	
  Delivery
  Date

  	
   

  	
  Party

  Responsible

  	
   

  	
  CDRL

  
	
  Selex Drivers Night Vision System (DNVS) in
  a configuration similar to that of Mastiff for WOLFHOUND vehicle variants at
  Items 2a and 2b above

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23. Parts & Labour Warranty in
  accordance with Annex R to Contract for one year duration

  	
   

  	
  Tba

  	
   

  	
  IST

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24. Reliability Warranty in accordance with
  Annex S to Contract for one year duration

  	
   

  	
  Tba

  	
   

  	
  IST

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25. Air transportation of 2 WOLFHOUND
  vehicles from the US to the UK

  	
   

  	
  Tba

  	
   

  	
  FPII

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26. Option prices of Safety Case and
  Environmental Appraisal for WOLFHOUND vehicle variants at Items 2a and 2b
  above

  	
   

  	
  Tba

  	
   

  	
  IST

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B. SOW

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.1 Vehicles

  	
   

  	
   

  	
   

  	
  FPII

  	
   

  	
  1, 2

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.2 Design Activities

  	
   

  	
   

  	
   

  	
  NPA

  	
   

  	
  4, 34

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.3 Integration Activities

  	
   

  	
   

  	
   

  	
  FPII to
  inspect NPA to acceptance inspection

  	
   

  	
  5, 6, 35

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.4 UK Eyes Only (UKEO) List X Requirements

  	
   

  	
   

  	
   

  	
  NPA

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.5 Electromagnetic compatibility (EMC)

  	
   

  	
   

  	
   

  	
  IST

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.6 Integrated Logistics Support (ILS)

  	
   

  	
   

  	
   

  	
  IST

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.6.1 ILS Reviews

  	
   

  	
   

  	
   

  	
  IST

  	
   

  	
  8

  



 


47

















 


[***]
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


	
  Obligation

  	
   

  	
  Delivery
  Date

  	
   

  	
  Party

  Responsible

  	
   

  	
  CDRL

  
	
  2.6.2 Integrated Support Plan (ISP)

  	
   

  	
   

  	
   

  	
  IST

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.6.3 ILS Element Plans

  	
   

  	
   

  	
   

  	
  IST

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.6.4 Logistics Support Analysis (LSA)

  	
   

  	
   

  	
   

  	
  IST

  	
   

  	
  11, 12

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.6.5 Supply Support

  	
   

  	
   

  	
   

  	
  IST

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.6.5.1 Spares

  	
   

  	
   

  	
   

  	
  IST

  	
   

  	
  13, 14

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.6.5.2 Repairables

  	
   

  	
   

  	
   

  	
  IST

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.6.5.3 Packaging

  	
   

  	
   

  	
   

  	
  IST

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.6.6 Manpower

  	
   

  	
   

  	
   

  	
  IST

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.6.7 Legislation

  	
   

  	
   

  	
   

  	
  IST

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.7 Training

  	
   

  	
   

  	
   

  	
  IST

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.7.1 Operator

  	
   

  	
   

  	
   

  	
  IST

  	
   

  	
  17, 19

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.7.2 Maintainer

  	
   

  	
   

  	
   

  	
  IST

  	
   

  	
  18, 20

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.8 Technical Publications

  	
   

  	
   

  	
   

  	
  IST

  	
   

  	
  21, 22

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.9 Support & Test Equipment

  	
   

  	
   

  	
   

  	
  IST

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.9.1 Complete Equipment Schedule (CES)

  	
   

  	
   

  	
   

  	
  IST

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.9.2 Special Tools and Test Equipment
  (SITE)

  	
   

  	
   

  	
   

  	
  IST

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.10 Obsolescence

  	
   

  	
   

  	
   

  	
  IST

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.11 Disposal

  	
   

  	
   

  	
   

  	
  IST

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.12 Configuration Management

  	
   

  	
   

  	
   

  	
  IST

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.13 Quality Management

  	
   

  	
   

  	
   

  	
  IST

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.14 Transportability

  	
   

  	
   

  	
   

  	
  IST FPII —
  air NPA - road

  	
   

  	
  36, 37

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.15 Programme Management

  	
   

  	
   

  	
   

  	
  IST

  	
   

  	
  28, 29, 30

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.16 Risk Management

  	
   

  	
   

  	
   

  	
  IST

  	
   

  	
  39, 40

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.17 Safety Case and Environmental 

  	
   

  	
   

  	
   

  	
  IST

  	
   

  	
   

  



 


48

















 


[***]
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


	
  Obligation

  	
   

  	
  Delivery
  Date

  	
   

  	
  Party

  Responsible

  	
   

  	
  CDRL

  
	
  Appraisal

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.18 Trials Support

  	
   

  	
   

  	
   

  	
  IST  FPII — base vehicle  NPA - integration

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.18.1 Vehicle Trials

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  3, 32, 33, 41

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.18.2 Blast and Ballistic Trials

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  43, 44

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6. Government Furnished Assets (GFA)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  42

  



 


49

















 


[***]
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


Table 2: Vehicle Delivery Schedule &
Utilisation


 


TSV (H) Wolfhound Vehicle Delivery Schedule *2


 


	
  Despatch
  from Ladson, US

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Delivery
  into UK service

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (90% dates)

  	
   

  
	
  Batch

  No

  	
   

  	
  Vehicle

  Nos

  	
   

  	
  Batch

  Size

  	
   

  	
  Delivered to

  date

  	
   

  	
  Despatch date

  (ex-Ladson) and

  delivery date to

  IST in UK *3

  	
   

  	
  Delivery to

  IST in

  accordance

  with Clause

  9.3(a) of FPII

  Subcontract

  	
   

  	
  Batch

  No

  	
   

  	
  Vehicle

  Nos

  	
   

  	
  Batch

  Size

  	
   

  	
  Delivered to

  date

  	
   

  	
  Delivery date to

  Bicester or

  Ashchurch) in

  accordance with

  Clause 9.3(b) of

  FPII sub-

  contract *3,
  accommodating

  NPA dates *4

  	
   

  	
  Key

  Dates

  	
   

  
	
  US1

  	
   

  	
  V1-2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  25-Mar-09

  	
   

  	
  1 Apr 09

  	
   

  	
  Del1

  	
   

  	
  V4-9

  	
   

  	
  6

  	
   

  	
  6

  	
   

  	
  04-Nov-09

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  US2

  	
   

  	
  V3-9

  	
   

  	
  7

  	
   

  	
  9

  	
   

  	
  15-Apr-09

  	
   

  	
  12 May 09

  	
   

  	
  Del2

  	
   

  	
  V10-23

  	
   

  	
  14

  	
   

  	
  20

  	
   

  	
  25-Nov-09

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  US3

  	
   

  	
  V10-23

  	
   

  	
  14

  	
   

  	
  23

  	
   

  	
  30-apr-09

  	
   

  	
  27 May 09

  	
   

  	
  Del3

  	
   

  	
  V24-37

  	
   

  	
  14

  	
   

  	
  34

  	
   

  	
  08-Dec-09

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  US4

  	
   

  	
  V24-37

  	
   

  	
  14

  	
   

  	
  37

  	
   

  	
  15-May-09

  	
   

  	
  11 Jun 09

  	
   

  	
  Del4

  	
   

  	
  V38-51

  	
   

  	
  14

  	
   

  	
  48

  	
   

  	
  04-Jan-10

  	
   

  	
  IOC=04-Dec-09

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  US5

  	
   

  	
  V38-51

  	
   

  	
  14

  	
   

  	
  51

  	
   

  	
  01-Jun-09

  	
   

  	
  1 Jul 09

  	
   

  	
  Del5

  	
   

  	
  V52-65

  	
   

  	
  14

  	
   

  	
  62

  	
   

  	
  11-Jan-10

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  US6

  	
   

  	
  V52-65

  	
   

  	
  14

  	
   

  	
  65

  	
   

  	
  15-Jun-09

  	
   

  	
  12 Jul 09

  	
   

  	
  Del6

  	
   

  	
  V66-79

  	
   

  	
  14

  	
   

  	
  76

  	
   

  	
  25-Jan-10

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  US7

  	
   

  	
  V66-79

  	
   

  	
  14

  	
   

  	
  79

  	
   

  	
  29-Jun-09

  	
   

  	
  26 Jul 09

  	
   

  	
  Del7

  	
   

  	
  (V1-2 Refurb)

  	
   

  	
  2

  	
   

  	
  78

  	
   

  	
  01-Feb-10

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  US8

  	
   

  	
  V80-93

  	
   

  	
  14

  	
   

  	
  93

  	
   

  	
  15-Jul-09

  	
   

  	
  11 Aug 09

  	
   

  	
  Del8

  	
   

  	
  V80-93

  	
   

  	
  14

  	
   

  	
  92

  	
   

  	
  05-Feb-10

  	
   

  	
  ISD=29-Jan-10

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  US9

  	
   

  	
  V94-98

  	
   

  	
  5

  	
   

  	
  98*1

  	
   

  	
  31-Jul-09

  	
   

  	
  25 Sep 09

  	
   

  	
  Del9

  	
   

  	
  V94-98

  	
   

  	
  5

  	
   

  	
  97*1

  	
   

  	
  15-Feb-10

  	
   

  	
  FOC=19-Feb-10

  	
   

  



 


50


















 


[***]
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 






*1: x1 vehicle written off in B&B (Blast & Ballistic)
Trials (schedule as V3, which therefore appears in deliveries from US, but not
in deliveries from UK).


*2: Dates based upon 20090306 Working Level Schedule v0.20 (90% dates)


*3: Delivery dates are for the last delivery within the batch.  Individual vehicles within the batch may be
delivered earlier than these dates.


*4: Delivery dates accommodate Selex LSAS deliveries quoted by NPA at
03-Mar-09.


 


51






 


 












 


[***] INDICATES MATERIAL THAT HAS BEEN
OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH
OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED.


 


SCHEDULE
2


 


Government
Furnished Assets List


 


1                                         OVERVIEW


 


This Schedule details all of the Government
Furnished Assets (GFA) that will be issued to IST under the MOD Contract and
subsequently issued to FPII under this Agreement, although no such GFA shall be
provided as at the date of this Agreement. GFA may include:


 


·                  Equipment


 


·                  Information


 


·                  Facilities


 


2                                         GOVERNMENT
FURNISHED EQUIPMENT (GFE) LIST


 


 


 


 


 


3                                         GOVERNMENT
FURNISHED INFORMATION (GFI) LIST


 


 


 


 


 


4                                         GOVERNMENT
FURNISHED FACILITIES (GFF) LIST


 


 


 


 


 


52

















 


[***] INDICATES MATERIAL THAT HAS BEEN
OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH
OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED.


 


SCHEDULE
3


 


Intellectual
Property Rights


 


INTELLECTUAL
PROPERTY RIGHTS


 


1                                         INCORPORATION
OF TERMS OF MOD CONTRACT


 


1.1                                 The
Parties acknowledge the terms of Condition 40 and Annex E of the MOD Contract
(the MOD Contract RR Provisions)
and, in particular, acknowledge the obligations of IST under the MOD Contract
IPR Provisions (its MOD Contract IPR
Obligations).


 


1.2                                 Unless
otherwise defined in this Schedule 3 or elsewhere in this Agreement,
capitalised terms used in this Schedule 3 have the meaning given to them in the
MOD Contract IPR Provisions.


 


2                                         FPII
INDEMNITIES


 


2.1                                 FPII
shall indemnify and keep indemnified and hold harmless IST and NPA from all
third party claims relating to the actual or alleged infringement of third
party IPR through the use of FPII MOD IPR and/or FPII NPA IPR as contemplated
by and in accordance with this Agreement. NPA shall be entitled to enforce its
rights in respect of such indemnity pursuant to the Contract (Rights of Third
Parties) Act 1999.


 


3                                         GRANT
OF RIGHTS TO IST FOR PURPOSES OF MOD CONTRACT OBLIGATIONS


 


3.1                                 FPII
grants to IST a licence to use FPII’s Intellectual Property as required by IST
to enable IST to perform the MOD Contract IPR Obligations (the FPII MOD IPR), including an obligation to
grant rights to the Authority to use such FPII MOD IPR on Step-In or otherwise.
IST shall only be entitled to use such FPII MOD IPR for the sole purpose of
performing its MOD Contract IPR Obligations and shall not be entitled to grant
any rights in such FPII MOD IPR to any person or for any purpose.


 


53

















 


[***] INDICATES MATERIAL THAT HAS BEEN
OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH
OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED.


 


3.2                                 In
addition, FPII shall provide such other assistance to IST as is reasonably
practicable to enable IST to perform its MOD Contract IPR Obligations.


 


4                                         GRANT
OF RIGHTS TO IST FOR PURPOSES OF NPA SUBCONTRACT


 


4.1                                 FPII
grants to IST a royalty-free licence (which includes a right to sub-license to
NPA on the same terms) to use such of FPII’s Intellectual Property as is
required by IST and/or NPA to perform their respective obligations under the
NPA Subcontract (the FPII NPA IPR).
IST and NPA shall only be entitled to use such FPII NPA IPR for the sole
purpose of performing their respective obligations under the NPA Subcontract
and shall not be entitled to grant any rights in such FPII NPA IPR to any other
person or for any other purpose, provided this does not restrict the grant of
rights in FPII MOD IPR under paragraph 2.1 above.


 


5                                         GRANT
OF RIGHTS TO FPII IN RELATION TO NPA INTELLECTUAL PROPERTY


 


5.1                                 IST
grants to FPII a royalty-free licence to use such of NPA’s Intellectual
Property as is required by FPII to perform its obligations under this Agreement
and is licensed to IST under the NPA Subcontract (the NPA FPII IPR). FPII shall only be entitled
to use such NPA FPII IPR for the sole purpose of performing its obligations
under this Agreement and shall not be entitled to grant any rights in such FPII
NPA IPR to any other person or for any other purpose.


 


5.2                                 FPII
indemnifies IST for the benefit of itself and of NPA for all costs, losses and
liabilities incurred by IST and/or NPA as a result of any breach by FPII of
paragraph 5.1 above. Each of IST and NPA shall be entitled to enforce their
rights in respect of such indemnity pursuant to the Contracts (Rights of Third
Parties) Act 1999.


 


5.3                                 IST
shall indemnify and keep indemnified and hold harmless FPII harmless from all
third party claims relating to the actual or alleged infringement of third
party IPR through the use of NPA FPII IPR as contemplated by and in accordance
with this Agreement.


 


54

















 


[***]
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


6                                         EXERCISE
BY IST OF ITS MOD CONTRACT RIGHTS


 


6.1                                 IST
shall exercise its rights under the MOD Contract in relation to the FPII MOD
IPR so as to:


 


(a)                                  protect the value of
FPII’s rights in such FPII MOD IPR; and


 


(b)                                 to prevent the use by
any person of such FPII MOD IPR other than as expressly permitted by the MOD
Contract.


 


6.2                                 In
addition to the mandatory approvals set out in paragraph 6.3 below, IST shall,
where practicable, consult with FPII and take into account FPII’s
representations prior to taking any action under the MOD Contract which could
reasonably be foreseen to have an impact on the FPII MOD IPR.


 


6.3                                 In
addition to the general obligations set out in paragraphs 6.1 and 6.2 above,
IST shall not:


 


(i)                                     agree to any
royalty pursuant to paragraph 8 of Annex E to the MOD Contract;


 


(ii)                                  agree to any levy
pursuant to paragraph 17 of Annex E to the MOD Contract;


 


(iii)                               agree to any competition
of Level 4 Repair and Maintenance pursuant to paragraph 9 of Annex E to the MOD
Contract; or


 


(iv)                              claim any payment as
contemplated by paragraph 10 or paragraph 15 of Annex E to the MOD Contract, without
the prior written approval of FPII, acting in its sole discretion.


 


6.4                                 To
the extent that the MOD Contract TYR Provisions entitle IST to seek a payment
from the Authority which is attributable to the FPII MOD IPR and/or the
performance by FPII 


 


55

















 


[***]
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


of its obligations under this Schedule
enabling IST to perform its corresponding MOD Contract Obligations, IST shall:


 


(i)                                     be obliged to pay
FPII its corresponding costs and expenses;


 


(ii)                                  require the Authority
to pay such amount to IST as a cost and expense of IST; and


 


(iii)                               promptly pay such amount
to FPII on receipt from the Authority.


 


7                                         OWNERSHIP


 


All Intellectual Property generated in the performance
of work under this Agreement shall, subject to any rights of the Crown or any
third party and to the terms of this Schedule, belong to FPII.


 


8                                         LIABILITY


 


In the event that Information to which this
Schedule applies is used by or for the Authority, NPA or IST otherwise than for
the purpose for which the Information was supplied, FPII shall have no
liability whatsoever for any direct or indirect consequences, including losses,
damages or injuries caused to the Authority, IST or any third party, arising
from its use.


 


9                                         CONFIDENTIALITY


 


If required by FPII, IST shall exercise its
rights under paragraph 14 of Annex E to the MOD Contract to require the
Authority to procure a direct confidentiality agreement in  the form of DEFFORM 94. On receipt
of such an agreement, IST shall enter into a back-to-back agreement with FPII
to pass on the benefit of such direct confidentiality agreement.


 


56

















 


[***] INDICATES MATERIAL THAT HAS BEEN
OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH
OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED.


 


10                                  MAINTENANCE
OF CONTROL COPY


 


FPII shall maintain a Control Copy of all
deliverable Information to which this Schedule applies and comply with
paragraphs 18 to 20 of Annex E to the MOD Contract as if such paragraphs were
incorporated into this Schedule and FPII was the “Contractor”.


 


11                                  SUB-CONTRACTORS


 


FPII shall comply with paragraphs 23 to 24 of
Annex E to the MOD Contract as if such paragraphs were incorporated into this
Schedule and FPII was the “Contractor”.


 


12                                  INVENTIONS
AND DESIGNS


 


FPII shall comply with Part A
(Inventions and Designs) of Annex E to the MOD Contract as if such Part A
were incorporated into this Schedule and FPII was the “Contractor”.


 


13                                  CLAIMS


 


13.1                           The
indemnified party agrees that:


 


(a)                                  it will promptly
notify FPII in writing of any third party IPR Claim;


 


(b)                                 it will allow FPII to
conduct all negotiations and proceedings and will provide FPII with such
reasonable assistance required by FPII, regarding the IPR Claim; and


 


(c)                                  it will not, without
first consulting with FPII, make an admission relating to the IPR Claim.


 


13.2                           FPII
shall consider and defend the IPR Claim diligently using competent counsel and
in such a way as not to bring the reputation of the indemnified party into
disrepute.


 


13.3                           FPII
shall not settle or compromise any IPR Claim without the indemnified party’s
prior written consent (not to be unreasonably withheld or delayed).


 


57

















 


[***]
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


58
















 


[***]
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


SCHEDULE 4


 


Complete
Equipment Schedule


 


	
  FPII CES - Description

  	
   

  	
  Quantity

  
	
  Wrench, Adjustable 18in

  	
   

  	
  1

  
	
  Kit, Socket 15
  Pc 1/2dr Standard

  	
   

  	
  1

  
	
  Hose, Air 3/8 Inx 35ft Assy

  	
   

  	
  1

  
	
  Gun, Grease

  	
   

  	
  1

  
	
  Hammer,16 Oz Ball Peen

  	
   

  	
  1

  
	
  Plier, Side Cutter

  	
   

  	
  1

  
	
  Screwdriver, Flat Tip 3/bin X 12in

  	
   

  	
  1

  
	
  Screwdriver, Phillips #4

  	
   

  	
  1

  
	
  Screwdriver, Flat Tip 3/16in X 6in

  	
   

  	
  1

  
	
  Screwdriver, Phillips #2

  	
   

  	
  1

  
	
  Kit, Socket 21 Pc 1/2 Dr 12pt Metric

  	
   

  	
  1

  
	
  Fitting,3/8x1/4 Npt Male

  	
   

  	
  1

  
	
  Kit, Wrench Hex Fold Up

  	
   

  	
  1

  
	
  Set, Wrench Hex Metric

  	
   

  	
  1

  
	
  Chock, Rubber Wheel

  	
   

  	
  2

  
	
  Wrench, Adjustable 10in

  	
   

  	
  1

  
	
  Wrench, Allen 12mm

  	
   

  	
  1

  
	
  Jack, Bottle 20 Ton

  	
   

  	
  1

  
	
  Kit, Highway Safety

  	
   

  	
  1

  
	
  Bar, Pry 16in

  	
   

  	
  1

  
	
  Kit, Pioneer

  	
   

  	
  1

  
	
  Gauge, Inflation Large Bore

  	
   

  	
  1

  
	
  Strap, Cargo Tiedown

  	
   

  	
  4

  
	
  Socket, l in Drive

  	
   

  	
  1

  
	
  Bag, Black Tool

  	
   

  	
  1

  
	
  Cable, Auxilary Wire Rope Sling

  	
   

  	
  1

  
	
  Block, Snatch 8in Sheave

  	
   

  	
  2

  
	
  Pad, Jack

  	
   

  	
  1

  
	
  Wrench, Lug Assy

  	
   

  	
  1

  
	
  Connector, Heavy Duty Coiled Air - Emerg

  	
   

  	
  1

  
	
  Connector, Coiled Air - Control

  	
   

  	
  1

  
	
  Socket, 1 in Drive 1-5/16in

  	
   

  	
  1

  
	
  Funnel, Flex Neck

  	
   

  	
  1

  
	
  Tow Bar

  	
   

  	
  1

  
	
  Light, 24v W/25’ Cord Work

  	
   

  	
  1

  



 


59

















 


[***] INDICATES MATERIAL THAT HAS BEEN
OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH
OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED.


 


SCHEDULE 5


 


Special Tools
and Test Equipment


 


The following STTE shall be provided by FPII:


 




	
  Description

  	
   

  	
  Qty

  
	
  Kit,
  Panasonic Toughbook

  	
   

  	
  1

  
	
  Kit,
  Software Datalink

  	
   

  	
  1

  
	
  Kit, Cat Et
  Software Data Link

  	
   

  	
  1

  
	
  Kit,
  Software And Datalink

  	
   

  	
  1

  
	
  Detector,
  Dual Purpose Leak

  	
   

  	
  1

  
	
  Kit,
  Multimeter 88-5

  	
   

  	
  1

  
	
  Tool, Fluke
  Multimeter 336 600 Amp

  	
   

  	
  1

  
	
  Gauge, R134
  Manifold Ac Set

  	
   

  	
  1

  






 


60

















 


[***] INDICATES MATERIAL THAT HAS BEEN
OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH
OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED.


 


SCHEDULE
6


 


Index of
Agreement Changes


 


	
  Change

  Number

  	
   

  	
  Description

  	
   

  	
  Approved/

  Rejected

  	
   

  	
  Date

  Approved

  or Rejected

  	
   

  	
  Price

  £

  	
   

  	
  Manner of

  Payment

  	
   

  	
  Agreement

  Amendment

  or Price

  Letter Ref

  & Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


61

















 


[***] INDICATES MATERIAL THAT HAS BEEN
OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH
OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED.


 


SCHEDULE
7


 


DEFCONS


 


	
  DEFCON

  	
   

  	
  Edition

  
	
  DEFCON 5 - MOD Form 640

  	
   

  	
  07/99

  
	
   

  	
   

  	
   

  
	
  DEFCON 5J - Unique identifiers

  	
   

  	
  07/08

  
	
   

  	
   

  	
   

  
	
  DEFCON 19 Free user, maintenance and supply
  of drawings 

   

  Note: Para 1(c) of this DEFCON shall
  be amended to read “The Authority shall have the right to request the
  contractor from time to time to furnish to the Authority, certain data or
  information which shall be subject to mutually agreeable license
  agreement(s) and which shall be negotiated, identifying specific data or
  information prior to the furnishing of any documents”

  	
   

  	
  01/76

  
	
   

  	
   

  	
   

  
	
  DEFCON 23 - special jigs, tooling and test
  equipment

  	
   

  	
  04/98

  
	
   

  	
   

  	
   

  
	
  DEFCON 68 - supply of hazard data for
  articles, material and substances

  	
   

  	
  10/08

  
	
   

  	
   

  	
   

  
	
  DEFCON 76 - contractor’s personnel at
  government establishments

  	
   

  	
  12/06

  
	
   

  	
   

  	
   

  
	
  DEFCON 82 - special procedure for initial
  spares

  	
   

  	
  10/04

  
	
   

  	
   

  	
   

  
	
  DEFCON 90 - copyright

  	
   

  	
  11/06

  
	
   

  	
   

  	
   

  
	
  DEFCON 113 - diversion orders

  	
   

  	
  10/04

  
	
   

  	
   

  	
   

  
	
  DEFCON 117 - supply of documentation for
  NATO codification

  	
   

  	
  05/06

  
	
   

  	
   

  	
   

  
	
  DEFCON 129 - packaging

  	
   

  	
  07/08

  
	
   

  	
   

  	
   

  
	
  DEFCON 176A - MOD requirement for
  competition in subcontracting

  	
   

  	
  06/08

  
	
   

  	
   

  	
   

  
	
  DEFCON 501 - definitions and
  interpretations

  	
   

  	
  04/04

  
	
   

  	
   

  	
   

  
	
  DEFCON 502 - specifications

  	
   

  	
  06/08

  



 


62

















 


[***]
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


	
  DEFCON

  	
   

  	
  Edition

  
	
  DEFCON 503 - amendments to contracts 

   

  Note: Only the Authority’s commercial staff
  at Box 1 to DEFFORM 111 shall be regarded as the Authority’s ‘Duly
  Authorized representative’ for the purposes of DEFCON 503

  	
   

  	
  07/05

  
	
   

  	
   

  	
   

  
	
  DEFCON 507 - delivery

  	
   

  	
  10/98

  
	
   

  	
   

  	
   

  
	
  DEFCON 509 - recovery of sums due

  	
   

  	
  09/97

  
	
   

  	
   

  	
   

  
	
  DEFCON 513 - value added tax

  	
   

  	
  05/08

  
	
   

  	
   

  	
   

  
	
  DEFCON 515 - bankruptcy and insolvency

  	
   

  	
  10;04

  
	
   

  	
   

  	
   

  
	
  DEFCON 518 - transfer

  	
   

  	
  09/97

  
	
   

  	
   

  	
   

  
	
  DEFCON 520 - corrupt gifts and payments of
  commission

  	
   

  	
  07/05

  
	
   

  	
   

  	
   

  
	
  DEFCON 521 - subcontracting to supported
  employment enterprises

  	
   

  	
  10/04

  
	
   

  	
   

  	
   

  
	
  DEFCON 522 - payment

  	
   

  	
  07/99

  
	
   

  	
   

  	
   

  
	
  DEFCON 523 - payment of bill using BACS

  	
   

  	
  03/99

  
	
   

  	
   

  	
   

  
	
  DEFCON 524 - rejection

  	
   

  	
  10/98

  
	
   

  	
   

  	
   

  
	
  DEFCON 525 - acceptance

  	
   

  	
  10/98

  
	
   

  	
   

  	
   

  
	
  DEFCON 526 - notices

  	
   

  	
  08/02

  
	
   

  	
   

  	
   

  
	
  DEFCON 527 - waivers

  	
   

  	
  09/97

  
	
   

  	
   

  	
   

  
	
  DEFCON 528 - overseas expenditure and
  import licences

  	
   

  	
  10/04

  
	
   

  	
   

  	
   

  
	
  DEFCON 529 - law (English)

  	
   

  	
  09/97

  
	
   

  	
   

  	
   

  
	
  DEFCON 530 - dispute resolution (English
  law)

  	
   

  	
  07/04

  
	
   

  	
   

  	
   

  
	
  DEFCON 531 - disclosure of information

  	
   

  	
  05/05

  
	
   

  	
   

  	
   

  
	
  DEFCON 537 - rights of third parties

  	
   

  	
  06/02

  



 


63

















 


[***]
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


	
  DEFCON

  	
   

  	
  Edition

  
	
  DEFCON 538 - severability

  	
   

  	
  06/02

  
	
   

  	
   

  	
   

  
	
  DEFCON 566 - change of control of
  contractor

  	
   

  	
  08/06

  
	
   

  	
   

  	
   

  
	
  DEFCON 601 - redundant material 

   

  Note: The Condition will apply to the
  extent that the redundant materiel derives from the property owned by the
  Authority and issued to FPII. This includes scrap, redundant materiel arising
  on repair contracts, and items subject to the provisions of DEFCON 23 Special
  Jigs, Tooling and Test Equipment where title in the items has passed to the
  Authority.

  	
   

  	
  10/04

  
	
   

  	
   

  	
   

  
	
  DEFCON 602A - quality assurance

  	
   

  	
  12/06

  
	
   

  	
   

  	
   

  
	
  DEFCON 604 - progress reports

  	
   

  	
  11/04

  
	
   

  	
   

  	
   

  
	
  DEFCON 606 - change and configuration
  control procedure

  	
   

  	
  10/97

  
	
   

  	
   

  	
   

  
	
  DEFCON 612 - loss or damage to articles

  	
   

  	
  10/98

  
	
   

  	
   

  	
   

  
	
  DEFCON 619A - customs duty clawback

  	
   

  	
  09/97

  
	
   

  	
   

  	
   

  
	
  DEFCON 621A - transport (MOD responsible
  for transport)

  	
   

  	
  06/97

  
	
   

  	
   

  	
   

  
	
  DEFCON 621B - transport (contractor
  responsible for transport)

  	
   

  	
  10/04

  
	
   

  	
   

  	
   

  
	
  DEFCON 624 - use of asbestos

  	
   

  	
  04/00

  
	
   

  	
   

  	
   

  
	
  DEFCON 631 - certified cost statement

  	
   

  	
  12/08

  
	
   

  	
   

  	
   

  
	
  DEFCON 637 - defect investigation and
  liability

  	
   

  	
  08/99

  
	
   

  	
   

  	
   

  
	
  DEFCON 642 - progress meetings

  	
   

  	
  06/97

  
	
   

  	
   

  	
   

  
	
  DEFCON 644 - marking of articles

  	
   

  	
  10/98

  
	
   

  	
   

  	
   

  
	
  DEFCON 650A - reference to Review Board of
  questions arising under contract

  	
   

  	
  07/04

  



 


64

















 


[***]
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


	
  DEFCON

  	
   

  	
  Edition

  
	
  DEFCON 652 - remedy limitation

  	
   

  	
  07/04

  
	
   

  	
   

  	
   

  
	
  DEFCON 654 - government reciprocal audit
  arrangements

  	
   

  	
  10/98

  
	
   

  	
   

  	
   

  
	
  DEFCON 681 - decoupling clause -
  subcontracting with the crown

  	
   

  	
  06/02

  



 


65

















 


[***]
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


	
  SIGNED by 

  	
  /s/ Michael Moody

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Michael Moody

  	
   

  
	
   

  	
   

  	
   

  
	
  for and on behalf of

  	
   

  
	
   

  	
   

  	
   

  
	
  FORCE PROTECTION INDUSTRIES, INC

  	
   

  
	
   

  	
   

  
	
  SIGNED by 

  	
  /s/ Michael Linton

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Michael Linton

  	
   

  
	
   

  	
   

  	
   

  
	
  for and on behalf of

  	
   

  
				



 


INTEGRATED SURVIVABILITY TECHNOLOGIES LIMITED


 


66