Exhibit 10.2


 


[***] 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.


 





 


	
  Integrated Survivability
  Technologies

  	
   

  	
  Please reply to:

  
	
  c/o Burges Salmon
  LLP

  	
   

  	
   

  
	
  Narrow Quay House

  	
   

  	
  OUR Reference:

  
	
  Narrow Quay

  	
   

  	
  SUVC1/0208

  
	
  Bristol

  	
   

  	
   

  
	
  BS14AH

  	
   

  	
  Date:
  1st April 2009

  
	
   

  	
   

  	
   

  
	
  For the attention of
  Michael Linton,

  	
   

  	
   

  
	
  Managing Director

  	
   

  	
   

  



 


Dear Michael,


 


CONTRACT SUVC1/0208
- WOLFHOUND DESIGN, DEVELOPMENT, MANUFACTURE ANDASSOCIATED SUPPORT


 


1.                                       The Authority
hereby accepts your tender dated 05 March 2009 as amended by your e-mail
dated 30’h March 2009 including letter dated 27’h March 2009 in
conjunction with the following correspondence:


 


a.                                       1ST Letter
dated 27’h March 2009.


b.                                      1ST Letter “Ref:
AMENDMENTS TO SUVC1/0208 CONTRACT DOCUMENTATION FOR UOR: TACTICAL SUPPORT
VEHICLE (TSV) HEAVY (“WOLFHOUND”)”  
dated 1st April 2009.


 


2.                                       The Authority
acknowledges the Contractor’s responsibilities under Contract Condition 22 to
submit applications for export licences in a timely manner. The IPT shall use
best endeavours to assist this process if required.


 


3.                                       The Authority
acknowledges the Parent Company Indemnities provided by NP Aerospace Limited
dated 30,h March 2009 and Force Protection Inc dated 30,h March 2009
to severally provide such resources and facilities to enable the contractor
duly to fulfil its obligations in the contract.


 


4.                                       For
convenience, a copy of the contract is attached.


 


5.                                       Please note
that the Contract Reference number is SUVC1/0208 and should be quoted in   all future correspondence.


 


6.                                       Please
acknowledge receipt of this letter by completing the attached proforma and
returning it immediately to the above address.


 


Defence Equipment & Support


 

















 


[***] 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.


 


7.                                       The Department
intends to make a public announcement concerning the award of the contract. The
announcement will include information on any Sub-contracts placed down the
supply chain valued at £1 million plus. If you wish to
make a similar announcement, either coincident with or subsequent to the
Department’s announcement you should in the first instance contact the
administering Commercial staff. The content of any announcement you may wish to
make must be cleared in advance by the appropriate MOD staff and the MOD
Security branch responsible for publicity material for open publication. Under
no circumstances should you confirm to any third party the fact of your
acceptance of this offer of contract prior to informing the Department of your
acceptance, and/or ahead of the Department’s announcement of the award of
contract.


 


	
  Yours

  	
   

  
	
   

  	
   

  
	
  /s/ Brian Dewdney

  	
   

  



 

















 


[***] 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.


 


PROTECT - COMMERCIAL


 


	
  To:

  	
   

  	
  Date: 1/4/09

  



 


Protected Mobility Team


Defence Equipment &  Support


Spruce 3a, #1302


MOD Abbey Wood


Bristol


BS348JH


 


	
  We acknowledge receipt of
  Contract No. SUVC1/0208 dated 

  	
  1/4/09

  	
   

  



 


Yours faithfully


 


 


	
  Signed

  	
  /s/ Michael Linton

  	
   

  
	
   

  	
   

  	
   

  
	
  Contractor’s Name

  	
  Integrated Survivability
  Technologies

  	
   

  
	
   

  	
   

  	
   

  
	
  Telephone No.

  	
  07785256260

  	
   

  
	
   

  	
   

  	
   

  
	
  & Address

  	
  330 Bristol Business Park

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Bristol

  	
   

  



 
















 


[***]
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.


 


	
  WOLFHOUND

  	
  PROTECT
  - CONTRACT

  	
  Contract

  
	
  Contract Terms &

  	
   

  	
  SUVC1/0208

  
	
  Conditions

  	
   

  	
   

  



 


TERMS
AND CONDITIONS (INDEX)


 


DEFCON 110 — SCHEDULE OF
REQUIREMENTS


 


CONDITIONS
OF CONTRACT


 


SECTION 1
- DEFCONS


 


	
  1.

  	
  DEFCONS

  



 


SECTION 2
— SPECIAL CONDITIONS


 


	
  2.

  	
  SCOPE OF WORK

  
	
  3.

  	
  INTERPRETATION

  
	
  4.

  	
  SPECIFICATION AND BUILD
  STANDARD

  
	
  5.

  	
  RESPONSIBILITIES AS
  PRIME CONTRACTOR

  
	
  6.

  	
  TECHNICAL ASSISTANCE TO
  THE AUTHORITY

  
	
  7.

  	
  PRICES &
  GAINSHARE

  
	
  8.

  	
  DELIVERY

  
	
  9.

  	
  NOT USED

  
	
  10.

  	
  RECTIFICATION OF
  DEFECTS ON DELIVERY

  
	
  11.

  	
  ACCEPTANCE

  
	
  12.

  	
  PAYMENT AND INVOICING

  
	
  13.

  	
  RELIABILITY AND
  ACCEPTANCE TRIALS

  
	
  14.

  	
  QUALITY ASSURANCE

  
	
  15.

  	
  WARRANTY INTERPRETATION

  
	
  16.

  	
  PARTS & LABOUR
  WARRANTY

  
	
  17.

  	
  RELIABILITY WARRANTY

  
	
  18.

  	
  GOVERNMENT FURNISHED
  ASSETS (GFA)

  
	
  19.

  	
  SPECIAL JIGS, TOOLING
  AND TEST EQUIPMENT

  
	
  20.

  	
  SUB CONTRACTING

  
	
  21.

  	
  PROGRESS REPORTS,
  PROGRESS MEETINGS AND DESIGN REVIEWS

  
	
  22.

  	
  EXPORT LICENCES FROM US
  GOVERNMENT

  
	
  23.

  	
  CUSTOMS CLEARANCE

  
	
  24.

  	
  CONTRACTORS PERSONNEL

  
	
  25.

  	
  SECURITY OF MINISTRY
  PROPERTY

  
	
  26.

  	
  MARKING OF ARTICLES

  
	
  27.

  	
  REGISTRATION PLATES AND
  ALLOCATION OF REGISTRATION NUMBERS

  
	
  28.

  	
  SUPPLIER DEVELOPMENT
  SCHEME — SUPPLIER AND CUSTOMER PERFORMANCE MEASUREMENT

  
	
  29.

  	
  PUBLICITY

  
	
  30.

  	
  POTENTIAL HAZARD —
  RESPIRABLE DUST ON EQUIPMENT RETURNED FROM THEATRE

  
	
  31.

  	
  CONTRACTOR ON DEPLOYED
  OPERATIONS

  
	
  32.

  	
  RISK

  
	
  33.

  	
  OPTION TO PURCHASE
  FURTHER ITEMS

  
	
  34.

  	
  ENTIRE AGREEMENT

  
	
  35.

  	
  PROVISION BY THE
  CONTRACTOR OF THE TRAINING UNDER CONTRACT ITEMS 11 AND 13

  
	
  36

  	
  DATA HANDLING

  
	
  37.

  	
  DEFAULT

  
	
  38.

  	
  CONTRACT CHANGE
  PROCEDURE

  
	
  39.

  	
  LIQUIDATED DAMAGES

  
	
  40.

  	
  INTELLECTUAL PROPERTY
  RIGHTS

  
	
  41.

  	
  FORCE MAJEURE

  



 


DEFFORMS


 


DEFFORM 47SC  SUB-CONTRACTS IN THE SUPPLY CHAIN


 


Workshare Professional comparison of
interwovenSite://IMANDMS/ACTIVE/73027905/1 and
interwovenSite://IMANDMS/ACTIVE/73027905/2. Performed on 5/4/2009.


 


1

















 


[***]
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.


 


	
  WOLFHOUND

  	
  PROTECT
  - CONTRACT

  	
  Contract

  
	
  Contract Terms &

  	
   

  	
  SUVC1/0208

  
	
  Conditions

  	
   

  	
   

  



 


	
  DEFFORM 111

  	
  APPENDIX ADDRESSES AND
  OTHER INFORMATION

  
	
  DEFFORM 177

  	
  DESIGN RIGHTS AND
  PATENTS (SUB-CONTRACTORS) AGREEMENT

  
	
  DEFFORM 315

  	
  CONTRACTOR DATA
  REQUIREMENT

  
	
  DEFFORM 522A

  	
  RELEVANT PAYMENT
  FORM FOR DEFCON 522 PAYMENT CONDITION

  
	
  DEFFORM 691A

  	
  TIMBER AND WOOD
  CONTAINING PRODUCTS SUPPLIED UNDER THE CONTRACT

  



 


	
  ANNEXES

  	
   

  
	
   

  	
   

  
	
  ANNEX A

  	
  STATEMENT OF WORK

  
	
   

  	
  APPENDIX A

  	
  SYSTEMS REQUIREMENT
  DOCUMENT

  
	
   

  	
  APPENDIX B

  	
  JOINT RISK AND
  OPPORTUNITY MANAGEMENT PLAN

  
	
   

  	
  APPENDIX C

  	
  SECURITY ASPECTS LETTER

  
	
   

  	
  APPENDIX D

  	
  MASTER DATA ASSUMPTIONS
  LIST

  
	
   

  	
  APPENDIX E

  	
  NOT USED

  
	
   

  	
  APPENDIX F

  	
  SUMMARY OF QUALITY
  REQUIREMENTS

  
	
  ANNEX B

  	
  DELIVERY SCHEDULE

  
	
  ANNEX C

  	
  QUALITY MANAGEMENT PLAN
  AND STRATEGY (QMAPS)

  
	
  ANNEX D

  	
  GFA LIST

  
	
  ANNEX E

  	
  INTELLECTUAL PROPERTY
  RIGHTS & DEFFORM 315

  
	
  ANNEX F

  	
  PROGRAMME MANAGEMENT
  PLAN

  
	
  ANNEX G

  	
  EQUALITY OF INFORMATION
  PRICING STATEMENT [To be agreed when firm
  prices are agreed under DEFCON 643]

  
	
  ANNEX H

  	
  DEFFORM 522A

  
	
  ANNEX I

  	
  INTEGRATED LOGISTIC
  SUPPORT PLAN

  
	
  ANNEX J

  	
  INTEGRATED SUPPORT PLAN

  
	
  ANNEX K

  	
  DEFCON 82 — INITIAL
  SPARES LIST

  
	
  ANNEX L

  	
  EQUIPMENT REPAIRABLES
  LIST

  
	
  ANNEX M

  	
  COMPLETE EQUIPMENT
  SCHEDULE

  
	
  ANNEX N

  	
  STATEMENT OF STANDARDS

  
	
  ANNEX O

  	
  DEFFORM 47SC —
  SUB-CONTRACTS IN THE SUPPLY CHAIN

  
	
  ANNEX P

  	
  SPECIAL
  TOOLS & TEST EQUIPMENT

  
	
  ANNEX Q

  	
  DEFFORM 691 —
  TIMBER AND WOOD-CONTAINING PRODUCTS SUPPLIED UNDER THE CONTRACT

  
	
  ANNEX R

  	
  PARTS & LABOUR
  WARRANTY

  
	
  ANNEX S

  	
  RELIABILITY WARRANTY

  
	
  ANNEX T

  	
  CHANGE PROPOSAL FORM

  
	
  ANNEX U

  	
  INDEX OF CONTRACT
  CHANGES

  
	
  ANNEX V

  	
  CONTRACTOR’S TECHNICAL
  DESCRIPTION

  
	
  ANNEX W

  	
  PAYMENT PLAN

  
	
  ANNEX X

  	
  DEFFORM 177 —
  DESIGN RIGHTS AND PATENTS (SUB-CONTRACTORS) AGREEMENT

  



 


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.


 




	
  WOLFHOUND

  Contract Terms &

  Conditions

  	
  PROTECT - CONTRACT

  	
  Contract

  SUVC1/0208

  






 


	
  Name and Address of
  Contractor

   

  Integrated
  Survivability Technologies

  c/o
  Burges Salmon LLP,

  Narrow
  Quay House,

  Narrow
  Quay,

  Bristol,

  BS1
  4AH

  	
  MINISTRY OF
  DEFENCE



  DEFCON 110

  Schedule of Requirements



  WOLFHOUND
  Design, Development,

  Manufacture and Support

  Programme

  	
  Contract No: SUVC1/0208



  (To be quoted on all
  correspondence)



  Contract Date: 01
  April 2009

  



 


TABLE 1               ARTICLES REQUIRED


 




	
  Item

  No

  	
   

  	
  MOD Stock Reference

  NATO Stock number

  Stores reference no.

  or Catalogue number

  	
   

  	
  Specification number

  Drawing number

  Part number

  	
   

  	
  Description

  (CDRL References are at

  the SOW at Annex A to

  Contract)

  	
   

  	
  Quantity/ Pricing

  	
   

  	
  Max Provisional

  Price Each £

  (EX VAT)

  	
   

  	
  Max Provisional

  Price Each $

  (EX VAT)

  	
   

  
	
  1

  	
   

  	
  Provision of WOLFHOUND base vehicles to production
  standard in the following variants (CDRL’s 1-3):

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a) Patrol
  Vehicles

  	
   

  	
  90/ Max Ea

  	
   

  	
  £[***]

  	
   

  	
  $[***]

  	
   

  
	
   

  	
   

  	
  b) Military
  Working Dog Support Vehicles (MWDSU)

  	
   

  	
  5/ Max Ea

  	
   

  	
  £[***]

  	
   

  	
  $[***]

  	
   

  
	
   

  	
   

  	
  c) Patrol
  Vehicles for trials and testing

  	
   

  	
  2/ Max Ea

  	
   

  	
  £[***]

  	
   

  	
  $[***]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  Provision of WOLFHOUND integrated vehicles to Theatre
  Entry Standard (TES) in the following variants (CDRL’s 3, 5 & 6):

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a) Patrol
  Vehicles

  	
   

  	
  90/ Max Ea

  	
   

  	
  £[***]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b) Military
  Working Dog Support Unit (MWDSU) Vehicles

  	
   

  	
  5/ Max Ea

  	
   

  	
  TBA

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c) Patrol
  Vehicles for trials and testing

  	
   

  	
  2/ Max Ea

  	
   

  	
  £[***]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  Provision of Technical Design Packs for the WOLFHOUND
  vehicle variants at Items 2a and 2b above (CDRL 4).

  	
   

  	
  1 per vehicle variant/
  Max Ea

  	
   

  	
  £[***]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  Provision of the following AESP technical
  publications covering the WOLFHOUND vehicle variants at Items 2a and 2b above
  (CDRL 21):

  a) Cat 101 —
  Purpose and Planning Information

  	
   

  	
  1 Copy plus 1 electronic
  Copy/ Max Lot

  	
   

  	
  £[***]

  	
   

  	
  $[***]

  	
   

  
	
   

  	
   

  	
  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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 






(1) Option prices are subject to CAS
investigation and the Exchange Rate Variation provision.


 


(2) This is a 1 day, up to 8 person, familiarisation
course.  Career training courses are also
available on request.


 


(3) Assumed to be defined post Contract
Award with Dstl and IPT.


 


(4) Fully representative vehicle
assumed.


 


(5) Minimum Order Size of 20 vehicles, to prevent
small order disrupting production.  IST
is open to discussing rates for smaller order sizes.


 


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.


 




	
  WOLFHOUND

  Contract Terms &

  Conditions

  	
  PROTECT - CONTRACT

  	
  Contract

  SUVC1/0208

  






 




	
   

  	
   

  	
  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 (CDRL 22)

  	
   

  	
  1 Copy plus 1 electronic Copy

  	
   

  	
  FOC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  Provision of Support &
  Test Equipment – Complete Equipment Schedule (CES) for the WOLFHOUND vehicle
  variants at Item 2a and 2b above (CDRL 23)

  	
   

  	
  1 CES per vehicle/ Max
  Ea

  	
   

  	
  £[***]

  	
   

  	
  $[***]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  Provision of Support &
  Test Equipment – Special Tools & Test Equipment (STTE) for the WOLFHOUND
  vehicle variants at Item 2a and 2b above (CDRL 24)

  	
   

  	
  7 sets for 97 vehicles/
  Max Lot

  	
   

  	
   

  	
   

  	
  $[***]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8

  	
   

  	
  Provision of Initial Supply
  of Spares to support 97 vehicles for 1 year duration (CDRL 13)

  	
   

  	
  Initial Spares to
  support 97 vehicles for 1 year/ Max Lot

  	
   

  	
  £[***]

  	
   

  	
  $[***]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9

  	
   

  	
  Supply of Documentation for NATO Codification (CDRL
  14)

  	
   

  	
  1 copy plus 1 electronic
  copy/ Max Lot

  	
   

  	
  £[***]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10

  	
   

  	
  Supply of Initial Equipment Repairables List (CDRL
  15)

  	
   

  	
  1 copy plus 1 electronic
  copy/

  	
   

  	
  FOC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11

  	
   

  	
  Provision of Train the
  Trainer (Operator) familiarisation courses for the WOLFHOUND vehicle variants
  at Items 2a and 2b above (CDRL 17)

  	
   

  	
  TBC following TNA

  	
   

  	
  £[***](2)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12

  	
   

  	
  Provision of re-usable
  training package (Operator Train the Trainer Package) (CDRL 19)

  	
   

  	
  1 Copy plus 1 electronic
  Copy

  	
   

  	
  £[***](2)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13

  	
   

  	
  Provision of Train the
  Trainer (Maintainer) familiarisation courses for the WOLFHOUND vehicle
  variants at Items 2a and 2b above (CDRL 18)

  	
   

  	
  TBC following TNA

  	
   

  	
  £[***](2)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14

  	
   

  	
  Provision of re-usable
  training package (Maintainer Train the Trainer Package) (CDRL 20)

  	
   

  	
  1 Copy plus 1 electronic
  Copy

  	
   

  	
  £[***](2)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15

  	
   

  	
  Provision of the following
  for trials and testing (See Para 2.18 of SOW):

  	
   

  	
  See
  Annex A to Contract

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a) Document the readiness of the TES vehicle to be
  trialled (CDRL 31)

  	
   

  	
  Max Lot

  	
   

  	
  FOC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b) Provision of training, material and documentation
  (CDRL 32)

  	
   

  	
  Max Lot

  	
   

  	
  £[***]

  	
   

  	
  $[***]

  	
   

  






 






(6) This reduced rate available due
to NRE/ tooling already having been paid for, i.e. amortised.


 


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.


 




	
  WOLFHOUND

  Contract Terms &

  Conditions

  	
  PROTECT - CONTRACT

  	
  Contract

  SUVC1/0208

  






 




	
   

  	
   

  	
  c) Provision of spares support (CDRL 40)

  	
   

  	
   

  	
   

  	
  TBD(3)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  d) Blast and Ballistic Test Specification (CDRL 42)

  	
   

  	
   

  	
   

  	
  TBD(3)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  e) Blast and Ballistic Test Report (CDRL 43)

  	
   

  	
   

  	
   

  	
  £[***]4

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  f) Option price for 1 Representative Blast Vehicle

  	
   

  	
  Max

  	
   

  	
   

  	
   

  	
  $[***]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16

  	
   

  	
  Provision of the following
  Tests, Reports and Documentation

  	
   

  	
  1 Copy plus 1 electronic
  Copy of each

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a) Monthly Progress Reports (CDRL 29)

  	
   

  	
  LoL

  	
   

  	
  FOC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b) EMC trials Report (CDRL 7)

  	
   

  	
   

  	
   

  	
  £[***]

  	
   

  	
   

  	
   

  
	
   

  	
   

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

  	
   

  	
   

  	
   

  	
  FOC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  d) Obsolescence Report (CDRL 25)

  	
   

  	
   

  	
   

  	
  FOC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  e) Disposal Report (CDRL 26)

  	
   

  	
   

  	
   

  	
  FOC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  f) Factory Acceptance Test (FAT) and supporting
  Report (CDRL 34)

  	
   

  	
  LoL

  	
   

  	
  FOC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  g) UK Type Approval Report (CDRL 35)

  	
   

  	
  Max Lot

  	
   

  	
  £[***]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  h) JADTEU Transportability and Tie Down Schemes
  (CDRL 36)

  	
   

  	
  Max Lot

  	
   

  	
   

  	
   

  	
  $[***]

  	
   

  
	
   

  	
   

  	
  i) Logistic Support Analysis Reports (CDRL 12)

  	
   

  	
   

  	
   

  	
  £[***]

  	
   

  	
  $[***]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17

  	
   

  	
  Provision of the following
  Plans and Documentation:

  	
   

  	
  See Annex A to Contract

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a) Quality Management Plan and Strategy (QMAPS)
  document (CDRL 27)

  	
   

  	
   

  	
   

  	
  FOC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b) Programme Management Plan (CDRL 28)

  	
   

  	
   

  	
   

  	
  FOC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c) Configuration Management Plan (CDRL 37)

  	
   

  	
   

  	
   

  	
  FOC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  d) Joint Risk and Opportunity Management Plan (ROMP)
  (CDRL 38)

  	
   

  	
   

  	
   

  	
  FOC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  e) Integrated Support Plan and updates (CDRL 9)

  	
   

  	
   

  	
   

  	
  FOC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  f) ILS Element Plans and updates (CDRL 10)

  	
   

  	
   

  	
   

  	
  FOC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  g) Logistic Support Analysis (LSA) Plan and updates
  (CDRL 11)

  	
   

  	
   

  	
   

  	
  FOC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  h) Joint Risk Register (CDRL 39)

  	
   

  	
   

  	
   

  	
  FOC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  i) Government Furnished Assets (GFA) List (CDRL 41)

  	
   

  	
   

  	
   

  	
  FOC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18

  	
   

  	
  Provision of or attendance at
  the following Meetings and Reviews:

  	
   

  	
  See Annex A

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a) Design Reviews and provision of minutes (CDRL 33)

  	
   

  	
   

  	
   

  	
  FOC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b) ILS Review Meetings and Minutes (CDRL 8)

  	
   

  	
   

  	
   

  	
  FOC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c) Monthly Progress Meetings and secretarial
  activities including the provision of minutes (CDRL 30)

  	
   

  	
   

  	
   

  	
  FOC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19

  	
   

  	
  Option prices(1) for
  additional quantities of Patrol Vehicles to Theatre Entry Standard (TES) and
  date by which these options must be exercised:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  UK Financial
  Year 2009/2010

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a) 1-50

  	
   

  	
  Per Vehicle

  	
   

  	
  £[***](5)

  	
   

  	
  $[***](6)

  	
   

  
	
   

  	
   

  	
  b) 51-150

  	
   

  	
   

  	
   

  	
  “

  	
   

  	
  “

  	
   

  
	
   

  	
   

  	
  c) 151+

  	
   

  	
   

  	
   

  	
  “

  	
   

  	
  “

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  UK Financial
  Year 2010/2011

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a) 1-50

  	
   

  	
  Per Vehicle

  	
   

  	
  £[***]

  	
   

  	
  $[***]

  	
   

  
	
   

  	
   

  	
  b) 51-150

  	
   

  	
   

  	
   

  	
  “

  	
   

  	
  “

  	
   

  
	
   

  	
   

  	
  c) 151+

  	
   

  	
   

  	
   

  	
  “

  	
   

  	
  “

  	
   

  






 


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.


 




	
  WOLFHOUND

  Contract Terms &

  Conditions

  	
  PROTECT - CONTRACT

  	
  Contract

  SUVC1/0208

  






 




	
   

  	
   

  	
  UK Financial
  Year 2011/2012

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a) 1-50

  	
   

  	
  Per Vehicle

  	
   

  	
  £[***](5)

  	
   

  	
  $[***](6)

  	
   

  
	
   

  	
   

  	
  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 FSR’s

  	
   

  	
  Max Lot

  	
   

  	
   

  	
   

  	
  $[***]

  	
   

  
	
   

  	
   

  	
  b) On Operational Deployment 8 FSR’s

  	
   

  	
  Max Lot

  	
   

  	
   

  	
   

  	
  $[***]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21

  	
   

  	
  Design of Integration of
  WOLFHOUND Vehicle to TES

  	
   

  	
  Max Lot

  	
   

  	
  £[***]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22

  	
   

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

  	
   

  	
  Per System

  	
   

  	
  £[***]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23

  	
   

  	
  Parts & Labour Warranty
  per vehicle in accordance with Annex R to Contract for 1 year duration

  	
   

  	
  Per Vehicle

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24

  	
   

  	
  Reliability Warranty per
  vehicle in accordance with Annex S to Contract for 1 year duration

  	
   

  	
  Per Vehicle

  	
   

  	
  Inc. in vehicle price.

  	
   

  	
  $[***]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25

  	
   

  	
  Air Transportation of 2
  WOLFHOUND base vehicles from the US to the UK

  	
   

  	
  Max Lot

  	
   

  	
  Inc. in vehicle price.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26

  	
   

  	
  Option price for provision of
  Safety Case and Environmental Appraisal for WOLFHOUND vehicle variants at
  Items 2a and 2b above

  	
   

  	
  Max Lot

  	
   

  	
  £[***]

  	
   

  	
   

  	
   

  






 


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.


 




	
  WOLFHOUND

  Contract Terms &

  Conditions

  	
  PROTECT - CONTRACT

  	
  Contract

  SUVC1/0208

  






 


TABLE 2               PACKAGING REQUIREMENTS


 


	
  Item

  No

  	
   

  	
  Packaging specifications/special markings etc.

  	
   

  	
  Estimated 

  Quantity

  	
   

  	
  Adjustment

  	
   

  	
  Estimated 

  Quantity

  	
   

  	
  Adjustment

  	
   

  	
  Estimated 

  Quantity

  	
   

  	
  Adjustment

  	
   

  
	
  All

  	
   

  	
  Packaging in accordance with DEFCON 129 and the ILS
  Plan at Annex I to Contract.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


TABLE 3               DELIVERY OF ARTICLES


 


	
  Item

  No

  	
   

  	
  Start

  	
   

  	
  Rate

  	
   

  	
  Finish

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Refer to Annex B -
  Delivery Schedule.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  CONDITIONS
  OF CONTRACT

   

  This contract is subject
  to: TERMS AND CONDITIONS 1 to 41

   

  ANNEXES A to X

  	
   

  



 


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.


 




	
  WOLFHOUND

  Contract Terms &

  Conditions

  	
  PROTECT - CONTRACT

  	
  Contract

  SUVC1/0208

  






 


TERMS
AND CONDITIONS


 


SECTION 1
- DEFCONS


 


1.                                      DEFCONS


 


1.1.                              The following DEFCONs shall apply:


 


	
  DEFCON 5 (Edn 07/99)

  	
   

  	
  MOD Forms 640 — Advice
  and Inspection Notes

  
	
  DEFCON 5J (Edn 07/08)

  	
   

  	
  Unique Identifiers

  
	
  DEFCON 19 (Edn 01/76)

  	
   

  	
  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”

  
	
  DEFCON 23 (Edn 04/98)

  	
   

  	
  Special Jigs, Tooling
  and Test Equipment

  
	
  DEFCON 68 (Edn 10/08)

  	
   

  	
  Supply of Hazard Data
  for Articles, Materials and Substances

  
	
  DEFCON 76 (Edn 12/06)

  	
   

  	
  Contractor’s Personnel
  at Government Establishments

  
	
  DEFCON 82 (Edn 10/04)

  	
   

  	
  Special Procedure for Initial
  Spares

  
	
  DEFCON 90 (Edn 11/06)

  	
   

  	
  Copyright

  
	
  DEFCON 113 (Edn 10/04)

  	
   

  	
  Diversion Orders

  
	
  DEFCON 117 (Edn 05/06)

  	
   

  	
  Supply of Documentation
  for NATO Codification

  
	
  DEFCON 129 (Edn 07/08)

  	
   

  	
  Packaging (For Articles
  other than Ammunition and Explosives)

  
	
  DEFCON 176A (Edn 06/08)

  	
   

  	
  MOD Requirement for
  competition in subcontracting (Non-competitive Main Contract)

  
	
  DEFCON 501 (Edn 04/04)

  	
   

  	
  Definitions and
  Interpretations

  
	
  DEFCON 502 (Edn 06/08)

  	
   

  	
  Specifications

  
	
  DEFCON 503 (Edn 07/05)

  	
   

  	
  Amendments to Contract

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

  
	
  DEFCON 507 (Edn 10/98)

  	
   

  	
  Delivery

  
	
  DEFCON 509 (Edn 09/97)

  	
   

  	
  Recovery of Sums Due

  
	
  DEFCON 513 (Edn 05/08)

  	
   

  	
  Value Added Tax

  
	
  DEFCON 515 (Edn 10/04)

  	
   

  	
  Bankruptcy and
  Insolvency

  
	
  DEFCON 516 (Edn 06/04)

  	
   

  	
  Racial Discrimination

  
	
  DEFCON 518 (Edn 09/97)

  	
   

  	
  Transfer

  
	
  DEFCON 520 (Edn 07/05)

  	
   

  	
  Corrupt Gifts and
  Payments of Commission

  
	
  DEFCON 521 (Edn 10/04)

  	
   

  	
  Subcontracting to
  Supported Employment Enterprises

  
	
  DEFCON 522 (Edn 07/99)

  	
   

  	
  Payment

  
	
  DEFCON 523 (Edn 03/99)

  	
   

  	
  Payment of Bills Using
  the Bankers Automated Clearing Service (BACS) System

  
	
  DEFCON 524 (Edn 10/98)

  	
   

  	
  Rejection

  
	
  DEFCON 525 (Edn 10/98)

  	
   

  	
  Acceptance

  
	
  DEFCON 526 (Edn 08/02)

  	
   

  	
  Notices

  
	
  DEFCON 527 (Edn 09/97)

  	
   

  	
  Waiver

  
	
  DEFCON 528 (Edn 10/04)

  	
   

  	
  Overseas Expenditure
  and Import Licences

  
	
  DEFCON 529 (Edn 09/97)

  	
   

  	
  Law (English)

  
	
  DEFCON 530 (Edn 07/04)

  	
   

  	
  Dispute Resolution
  (English Law)

  
	
  DEFCON 531 (Edn 05/05)

  	
   

  	
  Disclosure of
  Information

  
	
  DEFCON 534 (Edn 06/97)

  	
   

  	
  Prompt Payment
  (Subcontractors)

  
	
  DEFCON 537 (Edn 06/02)

  	
   

  	
  Rights of Third Parties

  
	
  DEFCON 538 (Edn 06/02)

  	
   

  	
  Severability

  
	
  DEFCON 566 (Edn 08/06)

  	
   

  	
  Change of Control of
  Contractor

  
	
  DEFCON 601(Edn 10/04)

  	
   

  	
  Redundant Material  

  



 


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.


 




	
  WOLFHOUND

  Contract Terms &

  Conditions

  	
  PROTECT - CONTRACT

  	
  Contract

  SUVC1/0208

  






 


	
   

  	
   

  	
  Note: The Condition
  will apply to the extent that the redundant materiel derives from the property
  owned by MOD and issued to the contractor. 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 MOD.

  
	
  DEFCON 602A (Edn 12/06)

  	
   

  	
  Quality Assurance (with
  Quality Plan)

  
	
  DEFCON 604 (Edn 11/04)

  	
   

  	
  Progress Reports

  
	
  DEFCON 606 (Edn 10/97)

  	
   

  	
  Change and
  Configuration Control Procedure

  
	
  DEFCON 608 (Edn 10/98)

  	
   

  	
  Access and Facilities
  to be provided by the Contractor

  
	
  DEFCON 611 (Edn 06/06)

  	
   

  	
  Issued Property

  
	
  DEFCON 612 (Edn 10/98)

  	
   

  	
  Loss of or damage to
  the Articles

  
	
  DEFCON 619A (Edn 09/97)

  	
   

  	
  Customs Duty Drawback

  
	
  DEFCON 621A (Edn 06/97)

  	
   

  	
  Transport (if the
  Authority is responsible for Transport)

  
	
  DEFCON 621B (Edn 10/04)

  	
   

  	
  Transport (if
  Contractor is responsible for Transport)

  
	
  DEFCON 624 (Edn 04/00)

  	
   

  	
  Use of Asbestos in
  Arms, Munitions or War Materials

  
	
  DEFCON 629 (Edn 06/97)

  	
   

  	
  Certified Cost
  Statement

  
	
  DEFCON 632 (Edn 02/07)

  	
   

  	
  Third Party
  Intellectual Property — Rights and Restrictions

  
	
  DEFCON 637 (Edn 08/99)

  	
   

  	
  Defect Investigation
  and Liability

  
	
  DEFCON 642 (Edn 06/97)

  	
   

  	
  Progress Meetings  Note: The Authority’s requirement for
  meetings is outlined at Condition 21

  
	
  DEFCON 643 (Edn 07/04)

  	
   

  	
  Price Fixing

  Note: References in
  this DEFCON to “provisional prices” shall mean “maximum provisional prices”.  

  Note: Para 2 of this
  DEFCON 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 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.”

  
	
  DEFCON 644 (Edn 10/98)

  	
   

  	
  Marking of Articles

  
	
  DEFCON 648A (Edn 07/04)

  	
   

  	
  Availability of
  Information

  
	
  DEFCON 649 (Edn 07/99)

  	
   

  	
  Vesting

  
	
  DEFCON 650A (Edn 07/04)

  	
   

  	
  Reference to the Review
  Board of Questions Arising Under the Contract

  
	
  DEFCON 651A (Edn 07/04)

  	
   

  	
  Reference to the Review
  Board of Questions Arising in relation to relevant subcontractors including
  those of a subsidiary company or firm

  
	
  DEFCON 652 (Edn 07/04)

  	
   

  	
  Remedy Limitation

  
	
  DEFCON 654 (Edn 10/98)

  	
   

  	
  Government Reciprocal
  Audit Arrangements

  
	
  DEFCON 656 (Edn 03/06)

  	
   

  	
  Break

  
	
  DEFCON 659 (Edn 09/97)

  	
   

  	
  Security Measures

  
	
  DEFCON 681 (Edn 06/02)

  	
   

  	
  Decoupling Clause —
  Subcontracting with the Crown

  
	
  DEFCON 691 (Interim
  08/02)

  	
   

  	
  Timber and Wood —
  Containing Products Supplied Under the Contract

  
	
  DEFCON 694 (Edn 06/06)

  	
   

  	
  Accounting for Property
  of the Authority

  
	
  DEFCON 696 (Edn 07/04)

  	
   

  	
  Provisions in relation
  to a Final Summary Cost Statement — Post Costing

  
	
  DEFCON 697 (Edn 01/06)

  	
   

  	
  Contractors on Deployed
  Operations

  Note: The provisions of
  each Party shall be agreed following submission of the FSR Scoping Study in
  accordance with Annex A to Contract.

  



 


SECTION 2
- SPECIAL CONDITIONS


 


2.                                      SCOPE OF WORK


 


2.1.                              The Contractor shall be responsible for
all aspects of work in accordance with the Statement of Work (SOW) at Annex A
to Contract which shall meet the requirements of the Schedule of Requirements
(SOR) 


 


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and the Contractors
Technical Description at Annex V to Contract and in accordance with the terms
and conditions and annexes of this contract.


 


2.2.                              The Contractor accepts that the Authority
shall be not be responsible for payment for work not detailed in this Contract.


 


3.                                      INTERPRETATION


 


3.1.                              In the event of any conflict arising
between the contents or order of precedence of any technical or administrative
documents and the terms and conditions of the Contract, the terms and
conditions of this Contract shall take precedence.


 


4.                                      SPECIFICATION AND BUILD
STANDARD


 


4.1.                              The build standard for Items No. 1
and 2 of the Schedule of Requirements (SOR) shall be that of the first-off
vehicle produced to the Contractor’s Build Standard as amended through the
Configuration Control procedures, to meet the performance and reliability
requirements of the Statement of Work (SOW) at Annex A and the Contractors Technical
Description at Annex V to Contract and acceptance by the Authority.


 


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


 


4.3.                              Any proposal by either party to modify
the above 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 the Authority 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 Contract unless
authorised in writing by the Authority’s Commercial Branch in accordance with
Contract Condition 38.


 


5.                                      RESPONSIBILITIES AS
PRIME CONTRACTOR


 


5.1.                              The Contractor is hereby appointed as
Prime Contractor and shall be entirely responsible for undertaking the work
detailed in this Contract in accordance with the Terms and Conditions of this
Contract.


 


5.2.                              The Contractor’s responsibilities in
addition to those defined elsewhere in the Contract shall include but not
limited to:


 


i) All work detailed in
the Schedule of Requirements and the Statement of Work (SOW) at Annex A to the
Contract including but not limited to the associated sub-systems, support
equipment and other material,


 


ii) The placing,
administration, control and management of all sub-contracts required to meet
the requirement defined in the Contract, regardless of method by which the
sub-contractor may be selected.


 


iii) Production
co-ordination and overall system engineering. Contractor trials and tests.


 


iv) Planning, programming
and progressing of the work.


 


v) Providing the
Authority with the information defined in the Contract, on schedule, to satisfy
the    Authority on a continuing basis that the work is
proceeding in accordance with the Contract.


 


5.3.                              The Contractor shall appoint a UK systems
house acceptable to the Authority for all integration activities as detailed in
the Statement of Work (SOW) at Annex A to Contract. The appointed integration
contractor shall hold a Facility Security Clearance.


 


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5.4.                              Should the Contractor fail to complete
any part of the work or supply any of the Items as required by this Contract or
to meet any of the Acceptance criteria as stated in this Contract to the
reasonable satisfaction of the Authority and such failure is not caused by
undue delays to the Contractor by the Authority, it shall be the Contractor’s responsibility
to rectify that failure to the reasonable satisfaction of the Authority at no
additional cost to the Authority.


 


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


 


5.6.                              Any advice offered during the course of
the Contract by the Authority, or any representative of the Authority, shall be
deemed to be given without responsibility on the part of the Authority and the
Contractor remains liable under the Contract to produce the Articles or perform
the Services in accordance with the Contract.


 


5.7.                              Any alteration or change discussed
between the representatives of the Contractor and the Authority, which is not
formalised under a Contract Amendment or confirmed in writing by the Contracts
Branch is not authorised under the Contract and there is no obligation on the
Authority to accept.


 


6.                                      TECHNICAL ASSISTANCE TO
THE AUTHORITY


 


6.1.                              The Authority may engage organisations to
assist it with this Contract. In such circumstances, these parties shall be
deemed to be approved representatives of the Authority to whom the Contractor
shall make available such information and facilities as are necessary to enable
them to fulfil their obligations to the Authority.


 


6.2.                              Any contract placed by the Authority for
the services mentioned in Condition 6.1 above shall include suitable provisions
for the protection of the confidentiality of any information released under the
said contract.


 


7.                                      PRICES &
GAINSHARE


 


7.1.                              The prices for the Articles and Services
to be supplied by the Contractor to the Authority 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
Cost Assurance Services (CAS) for all Articles. Until such time as the price
investigation has been completed by Cost Assurance Services (CAS) to agree a
firm price in accordance with DEFCON 643 and DEFCON 648A, the Authority shall
pay, subject to the provisions of the Payment Plan at Annex W:


 


7.1.1.                     For SOR Items 1(a), 1(b) and 1(c): 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 [***]%
of the total contract value for these items, upon successful delivery of the
Articles. Payment of the remaining $[***]and
£[***]for SOR Items 1(a), 1(b) and
1(c) combined shall be subject to the outcome of the CAS price
investigation.


 


7.1.2.                     For SOR Items 2 to 26 inclusive (subject to any
options being taken): the Authority shall pay [***]%
of the maximum provisional prices detailed within the Schedule or Requirements
(SOR — DEFCON 110) 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.


 


In the event that firm
prices have not been agreed within 6 months of contract award, provided that
any agreement is not unreasonably withheld, the parties shall refer to the
dispute resolution procedures under DEFCON 530.


 


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7.2.                              All prices shall be in either UK Pounds
Sterling (£) or US Dollars ($) in accordance with the Payment Plan at Annex W
to Contract 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).


 


7.3.                              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
all the Conditions of the Contract.


 


7.4.                              The prices for Items No. 1 and 2 of
the Schedule of Requirements (SOR) includes those Long Lead Items already
agreed as part of the Instructions To Proceed (ITP’s) dated 4th December 2009
and 17th March 2009
respectively.


 


7.5.                              Notwithstanding the Authority’s rights
under DEFCON 650A, the Contractor shall actively seek innovative approaches in
reducing cost. The Authority shall endeavour to assist the Contractor with this
activity. In the event the Contractor is able to reduce cost against that
detailed at Annex G (Equality of Information pricing statement) the Parties
shall share any saving in the following proportions, with the Authority’s share
expressed first:


 


	
  Labour hours at direct
  rates

  	
   

  	
  [***]:[***]

  
	
  Materials in relation
  to the BOM

  	
   

  	
  [***]:
  [***]

  



 


7.6.                              The Contractor shall clearly record and
make available at the request of the Authority all costs associated with this
Contract to allow this gainshare to be applied. Further, the Contractor shall
at quarterly intervals produce a detailed account of any savings made against
the agreed costs. On completion of the Contract 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. The Authority reserves the right to
deduct its share of any savings from any outstanding sum due to the Contractor
upon completion of the Contract.


 


8.                                      DELIVERY


 


8.1.                              Notwithstanding the provisions of DEFCON
507, as this requirement is an Urgent Operational Requirement (UOR), delivery
is of significant importance. Any delay to delivery shall be dealt with in
accordance with Conditions 39 and/or 37 to Contract. All Items detailed in the
Schedule of Requirements shall be delivered in accordance with the Delivery
Schedule at Annex B to Contract.


 


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


 


8.3.                              Delivery shall be made as follows:


 


SOR Items 2 (which
shall include SOR Items 1, 23 and 24), 6, 7 and 8


 


Defence Storage &
Distribution Agency, Ashchurch, Gloucestershire. GL20 8LZ


 


Risk of any
damage, theft or loss shall rest with the Contractor until the vehicle has been
successfully delivered and is in the Possession of the Authority at DSDA
Ashchurch. Should the vehicle have to be taken off the Authority’s Premises by
the Contractor for remedial work, this risk shall pass back to the Contractor.


 


SOR Items 3, 4, 5,
9, 10, 16, 17 and 21


 


To the Authority’s
Project Manager as detailed at Box 2 of DEFFORM 111 or his nominated
representative.


 


SOR Items 11, 12,
13, 14, 15, 18 and 20


 


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Please refer to
the Authority’s Project Manager as detailed at Box 2 of DEFFORM, or his
nominated representative, for delivery consignment instructions.


 


9.                                      NOT USED


 


10.                               RECTIFICATION OF DEFECTS
ON DELIVERY


 


10.1                           Notwithstanding the provisions of DEFCONs
524 and 525, the Contractor shall rectify any defects found on Delivery at his
own cost, with no additional cost to the Authority, within 5 (five) business
days. Acceptance shall not take place until all defects have been made good and
the Acceptance criteria met.


 


11.                               ACCEPTANCE


 


11.1.                        Notwithstanding the provisions of DEFCONs
524 and 525, the following acceptance criteria shall apply:


 


SOR Item 2 (which shall
include SOR Items 1, 23 and 24):


 


Acceptance shall occur on
the successful passing of the following Inspections:


 


i.                                          Inspection by the Authority’s Quality
Assurance Representative at Box 7 to DEFFORM 111 or his nominated
representative; or by the Authority’s Project Manager at Box 2 to DEFFORM 111;
and.


 


ii.                                       Defence Storage & Distribution Agency (DSDA)
vehicle inspection process at Ashchurch, Gloucestershire. GL20 8LZ


 


The Authority reserve the
right to inspect the vehicles prior to delivery at DSDC Ashchurch at (i) above.
The Contractor shall notify the Authority’s Quality Assurance Representative at
Box 7 at least 2 business days prior to each vehicle becoming available for
inspection. To the extent that the Authority delays inspection under Condition (i) above,
the Contractor shall be entitled to an adjustment equal to such delay for that
vehicle’s delivery date at Annex B to Contract.


 


SOR
Items 3 to 22 inclusive:


 


Acceptance
shall occur on delivery and inspections by Protected Mobility Team (PMT).
Please refer to the Authority’s Project Manager at Box 2 of DEFFORM 111,
or his nominated representative.


 


12.                               PAYMENT AND INVOICING


 


12.1.                        All Payments against the Contract shall
be made in UK Pounds Sterling (£) or US Dollars ($) and shall be claimed in
accordance with this Condition 12 and the Payment Plan at Annex W to Contract.
Upon completion and delivery of the Articles as defined in the Schedule of
Requirements (SOR) the Contractor shall submit the relevant form to the
representative(s) of the Authority detailed at Annex H to Contract, and
will then be returned to the Contractor for onward transmission to the FMSSC
for payment.


 


12.2.                        The relevant form shall be completed in a
manner that makes it clear, precisely what Contract SOR Items(s) and
Articles are being claimed. For the purposes of DEFCON 522, claims shall not be
valid and shall not be regarded as “a properly completed claim”, unless it is
submitted in the manner described in this Condition 12.


 


12.3.                        Upon receipt of the endorsed relevant
form, the Contractor shall submit his claim for payment to the Bill Paying
Authority referenced at Box 11 of the DEFFORM 111, accompanied by a DAB
10.


 


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12.4.                        All Items detailed in the Schedule of
Requirements (SOR) shall be delivered in accordance with the Delivery Schedule
agreed between the Authority and the Contractor at Annex B to Contract.


 


12.5.                        It is the aspiration of both Parties to
move to electronic payments via the Purchase to Payment (P2P) system within 3
months of Contract Award.


 


13.                               RELIABILITY AND
ACCEPTANCE TRIALS


 


13.1.                        The Authority plans to trial the vehicle
at the locations detailed in the Statement of Work at Annex A to Contract.
Delivery of these trials shall not be construed as a contract deliverable for
the Contractor.


 


13.2.                        The Contractor shall fully cooperate with
the Authority in delivering the equipment, personnel, training and support
necessary to facilitate the trialling in accordance with the Statement of Work
at Annex A to Contract to allow the Authority to validate and verify the
Contractor’s WOLFHOUND vehicles and ancillaries against the Authority’s SRD and
SOW. The Authority reserves the right to change the location of trialling
within the UK at no additional cost.


 


14.                               QUALITY ASSURANCE


 


14.1.                        For the duration of the
Contract the Contractor shall maintain its Quality Assurance (QA) process
system in accordance with the Quality Assurance Management Plan and Strategy
(QMAPS) at Annex C to Contract, the Summary of Quality Requirements at Appendix
F to Annex A to Contract and the following standards:


 


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


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


·                  AQAP 2105 Requirements for deliverable quality plans,
Edition 1 dated 01 December 2005


·                  AQAP 2210 Supplementary Software Quality Assurance
Requirement, Edition 1, dated 01 November 2006


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


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


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


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


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


·                  Defence Standard 05-99 — Managing Government Furnished
Assets in Industry, Issue 3 dated 01 August 2008


 


14.2.             All requirements of this contract shall be subject to
Government Quality Assurance (GQA). The Government Quality Assurance
Representative (GQAR) for the purposes of this Contract is as shown at Box 7,
to DEFFORM 111.


 


14.3.              The QMAPS shall be found at Annex C to
Contract. Any amendments made to the QMAPS during the Contract shall be
submitted for approval and acceptance through the formal Contract change
procedure at Condition 38


 


14.4.             The Contractor shall use reasonable
endeavours to work to ISO 9000:2008 series of standards, or to a similar
recognised national or international third party accreditation scheme and
obtain certification within a timely manner.


 


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PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




	
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15.                               WARRANTY INTERPRETATION


 


Notwithstanding the
provisions of DEFCON 501, for the purposes of Conditions 16 and 17 below the
following terms shall mean:


 


	
  Warranty Claim Form

  	
   

  	
  MOD Form 777
  (Annex R or S to Contract)

  
	
   

  	
   

  	
   

  
	
  User Units

  	
   

  	
  The Authority’s
  employees, agents (including but not limited to regiments, other military
  sections, units or divisions) that will keep or use the Articles for any
  purpose.

  
	
   

  	
   

  	
   

  
	
  Part(s)

  	
   

  	
  The smallest possible
  component which can be replaced using tools provided at unit level: for the
  purposes of the Contract, major sub-assemblies/sub-assemblies shall be
  considered to constitute a Part.

  
	
   

  	
   

  	
   

  
	
  MOD
  Reliability & Acceptance Trials

  	
   

  	
  A trial of production
  vehicles in accordance with the Statement of Work at Annex A to Contract

  
	
   

  	
   

  	
   

  
	
  Technical Manuals

  	
   

  	
  The AESP Technical
  Publications under Item 4 of the Schedule of Requirements (SOR)

  
	
   

  	
   

  	
   

  
	
  Warranty Claim

  	
   

  	
  A claim by the
  Authority against the Contractor for a failure of any Part under
  Conditions 16 and 17.

  



 


16.                               PARTS & LABOUR
WARRANTY


 


16.1.                        The Contractor shall provide the
Authority with a Parts and Labour Warranty for each WOLFHOUND vehicle in
accordance with Annex R to Contract.


 


16.2.                        Should the Authority undertake warranty
repairs in accordance with paragraph 5 of Annex R to Contract, the Contractor
shall reimburse the labour costs incurred by the Authority at the following
inclusive labour rate:


 


£[***] per hour


 


17.                               RELIABILITY WARRANTY


 


17.1.                        The Contractor shall provide the
Authority with a Reliability Warranty for each WOLFHOUND vehicle in accordance
with Annex S to Contract.


 


17.2.                        Should the Authority undertake warranty
repairs in accordance with paragraph 5 of Annex S to Contract, the Contractor
shall reimburse the labour costs incurred by the Authority at the following
inclusive labour rate:


 


£[***] per hour


 


18.                               GOVERNMENT FURNISHED
ASSETS (GFA)


 


18.1.                        The Authority shall be responsible for
providing and/or making available free of charge to the Contractor those items
in terms of Government Furnished Assets (GFA) which are listed at Annex D to
Contract in accordance with DEFCON 611. All such items shall be held on loan
terms as detailed in Annex D to Contract and shall be used only in aid of the
work to be carried out under this contract. The Authority shall endeavour to
keep the Contractor informed of any delay to the delivery of 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
the Contractor of its obligations under this Contract, the Contractor shall not
be liable for such delay or failure to perform provided it provides an impact
statement to the Authority which 


 


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demonstrates such impact
is as a direct result of the Authority’s failure to provide GFA items in
accordance with Annex D to 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 any fair and reasonable Contract
changes which shall be implemented in accordance with Contract Condition 38. In
the event the parties are unable to agree the parties shall refer to the
dispute resolution procedures under DEFCON 530. Immediately that he is aware of
any delay in receipt of GFA, the Contractor shall advise the Project Manager
detailed at Box 2 of DEFFORM 111. No other GFA shall be issued or made
available by the Authority as a Contract dependency and the Authority does not
guarantee to provide any GFA which is not identified in Annex D to Contract.


 


18.2.                        GFA shall not be removed from the
Contractor’s premises without the prior written consent of the Authority,
except where it is necessary for the performance of sub-contractor work. GFA
Issued to the Contractor may only be used solely for the purposes of the work
to be performed under this Contract.


 


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


 


19.1.                        Reference to DEFCON 23, Special Jigs,
Tooling & Test Equipment shall also include Special Jigs, Tooling &
Test Equipment supplied under Contracts SUVC1/0141, SUVC1/0165 and SUVC1/0191.


 


20.                               SUB-CONTRACTING


 


20.1.                        The Contractor shall ensure that the
provisions of DEF-STAN 05-61 shall be extended to the placing and control of
all sub-contracts arising from this Contract. A copy of each sub-contract shall
be supplied to the Authority on request.


 


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


 


20.3.                        The Authority shall not intervene in
disputes between the Contractor and its sub-Contractors, nor shall it deal
directly with any sub-Contractor. All approaches to the Authority shall only be
made by the Contractor.


 


20.4.                        In the event that any Sub-Contractor or
Agent generates 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
the Contractor 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.


 


21.                               PROGRESS REPORTS,
PROGRESS MEETINGS AND DESIGN REVIEWS


 


21.1.                        The Authority’s requirements for
meetings, design reviews and progress reports are detailed in the Statement of
Work at Annex A to Contract. The meetings will be held either at the Contractors
premises or at the Authority’s premises, at no cost to the Authority. The
Contractor will be responsible for maintaining a written record of meetings
held and resultant actions for the duration of the Contract, and shall provide
these minutes to the Authority no later than 5 business days after each meeting
for subsequent agreement with the Authority that they represent an accurate
record of the meeting. The Authority shall notify the Contractor within 5
business days of their acceptability or otherwise.


 


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


 


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PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




	
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21.3.                        The Contractor shall also provide the
Authority’s Project Manager with any information he reasonably requests to
satisfy himself that the work is proceeding to time and performance/quality for
the Duration of this Contract.


 


22.                               EXPORT LICENCES FROM US
GOVERNMENT


 


22.1.                        It shall be the sole responsibility of
the Contractor to submit to US Government in a timely manner any applications
for export licences including any US Congressional Notification or application
under the Defense Priorities and Allocations System (DPAS) required to perform
any of its obligations under this Contract.


 


23.                               CUSTOMS CLEARANCE


 


23.1.                        The Contractor shall be responsible for
clearance outwards from the country of origin and through UK customs. If
Delivery Verification Certificates are required, it shall be the responsibility
of the Contractor to obtain the certificates from the point of import.


 


24.                               CONTRACTORS PERSONNEL


 


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


 


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


 


24.3.                        The Contractor shall take all reasonable
steps to avoid changes of key personnel assigned to and accepted for work under
this Contract. The Authority shall be notified in advance of any change of key
personnel.


 


25.                               SECURITY OF MINISTRY
PROPERTY


 


25.1.                        Work under this contract is generally
classified as RESTRICTED and an aspect of the work required under the Contract
is classified as SECRET as defined in the letter SUVC1/0208 dated 4th February 2009.


 


25.2.                        The Contractor shall confirm in writing
to the Commercial Branch that the definition of the Classified matter has been
brought to the attention of the person(s) directly responsible for the
Security of the Contract, that the definition is understood and that measures
can be/will be taken to safeguard the Classified matter and he/she shall
immediately refer any difficulties in these respects to the PMT Security
Officer Mr R Hobbs, PMT, Spruce 3.A, Defence Equipment & Support Abbey
Wood, Bristol, BS34 8JH. Telephone: 01179 139807


 


25.3.                        Changes in this classification will be
notified by the Project Manager to whom all enquiries shall be addressed as
shown at Box 2, to DEFFORM 111.


 


25.4.                        The Contractor should be aware of all
security implications when performing the Authority’s work and should take the
necessary precautions to protect his staff and premises.


 


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


 


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


 


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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.


 


	
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26.                    MARKING OF ARTICLES


 


26.1.             The Contractor shall supply and fit vehicle
identification plates in accordance with the Systems Requirements Document at
Appendix A to the Statement of Work at Annex A to Contract.


 


26.2.             The Contractor shall supply and fit Modification
plates in accordance with the Systems Requirements Document at Appendix A to
the Statement of Work at Annex A to Contract.


 


27.                    REGISTRATION PLATES AND
ALLOCATION OF REGISTRATION NUMBERS


 


27.1.             The Contractor shall supply and fit registration
plates in accordance with the Systems Requirement Document at Appendix A to the
Statement of Work at Annex A to Contract. Application for registration plates
shall be made, 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


 


27.2.             Prior to consignment of the vehicles, the Contractor
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


 


28.1.             The Contractor and the Authority agree to monitor
performance under the Contract in accordance with the Supplier Development
Scheme, Supplier and Customer Performance Measurement Process.


 


29.                    PUBLICITY


 


29.1.             Any
announcement; or the content of any announcement, regarding this Contract shall
be subject to agreement by the Authority.


 


30.                    POTENTIAL HAZARD -
RESPIRABLE DUST ON EQUIPMENT RETURNED FROM THEATRE


 


30.1.             Some equipment being returned from theatre to UK for
servicing and maintenance maybe 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.             The Contractor 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 (TWA) 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 — 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.


 


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PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED.


 


	
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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 (BOHS).


 


30.5.                        The Contractor 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 the Authority tasks the
Contractor to provide Field Support Representatives (FSR’s), the Parties shall
provide CONDO services in accordance with DEFCON 697 and DEF-STAN 05-129.


 


31.2.                        The quantities of FSR’s detailed in the
Schedule of Requirements (SOR) are indicative based on the fleet quantities of
WOLFHOUND vehicles. The exact quantities under SOR Items 20(a) and 20(b) shall
be confirmed following submission of the Field Support Representative (FSR)
Scoping Study Report in accordance with Annex A to this Contract.


 


32.                               RISK


 


32.1.                        The Contractor and the Authority shall
undertake joint risk management in accordance with the Statement of Work (Annex
A) and the Joint Risk & Opportunity Management Plan (ROMP) at Appendix
B to Annex A. The joint risk register shall be used to capture all programme
risks with the respective owner being responsible for managing their own risks.


 


32.2.                        The Authority’s acceptance of the
contractor’s Risk & Opportunity Management Plan (ROMP) does not imply
acceptance of any slippage, additional cost, or performance shortfall
identified in the 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 Appendix B to Annex A shall reduce the
contractor’s commitment to meet the requirements of the contract.


 


33.                               OPTION TO PURCHASE
FURTHER ITEMS


 


33.1.                        In addition to the articles detailed
under Items 1, 2, 6, 7 and 8 the Schedule of Requirements (SOR), and in
consideration of placing this contract, the Contractor hereby grants to the
Authority the irrevocable option to procure further quantities at the prices
agreed at Item 6, 7, 8 and 19 of the Schedule of Requirements (SOR).


 


34.                               ENTIRE AGREEMENT


 


34.1.                        Subject to Contract Condition 19, this
Contract and its annexes 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 Contract 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.                               PROVISION BY THE
CONTRACTOR OF THE TRAINING UNDER CONTRACT ITEMS 11 AND 13


 


35.1.                        Training requirements under SOR Items 11
and 13 shall be authorised in writing by the Authority as and when required.
The dates for any courses and details of the type of course and number of
attendee will be agreed with the Contractor when the training is authorised.
The training location is to be confirmed following the Training Needs Analysis
(TNA).


 


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PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED.


 


	
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36.                               DATA HANDLING


 


36.1.                        The Contractor shall (and shall procure
that any of its Staff involved in the provision of this Contract) be registered
under the Data Protection Act 1998 (“DPA”) and both Parties will duly observe
all their obligations under the Act which arise in connection with the
Contract.


 


36.2.                        Notwithstanding the general obligation in
Condition 36.1, where the Contractor is processing personal data (as defined by
the DPA) as a data processor for the Authority (as defined by the DPA) the
Contractor 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


 


36.2.1.                         Provide the Authority with such
information as the Authority may reasonably require to satisfy itself that the
Contractor is complying with its obligations under the DPA;


 


36.2.2.                         Promptly notify the Authority of any
breach of the security measures required to be put in place pursuant to
Condition 36.2, and


 


36.2.3.                          Ensure that it does nothing knowingly or
negligently which places the Authority in breach of the Authority’s obligations
under the DPA.


 


36.3.                        The provisions of this Condition shall
apply during the continuance of this Contract and indefinitely after its expiry
or termination.


 


37.                               DEFAULT


 


37.1.                     Contractor Default


 


37.1.1.                                       Without prejudice to any other rights or
remedies of the Authority under this Contract and subject to Condition 41, each
and any of the following events shall constitute an event of default on the
part of the Contractor (a “Contractor Default”),
entitling the Authority to determine in whole or in part the Contract by
written notice to the Contractor:


 


(i)                                                the grounds referred to in DEFCON 515;


 


(ii)                                             a material breach of the Contractor’s
material obligations under this Contract;


 


(iii)                                          breach by the Contractor of the
provisions of DEFCON 520 and DEFCON 659; and/or


 


(iv)                                         Not less than 10 business days after any
of the agreed dates detailed at Annex A to Contract has not been achieved;


 


37.1.2.                                          Following an event under Contract
Condition 37.1.1(ii) and/or (iv) the Authority shall comply with the
following procedure before exercising its right to terminate or Step-In in
accordance with Condition 37.1.2.6:


 


37.1.2.1.                 If the Authority reasonably considers that a
Contractor Default has occurred, it shall issue to the Contractor a
rectification notice citing such Contractor Default (a “Rectification Notice”).


 


37.1.2.2.                 On receipt of a Rectification Notice, the Contractor
shall, have 15 business days (or such longer period as may be agreed by both
Parties), to produce a plan to the Authority containing the Contractor’s proposed
remedial action for remedying the breach and associated timescale  for completion of such remedial action (a
“Rectification Plan”).


 


37.1.2.3.      The Contractor shall submit the
Rectification Plan for the Authority’s approval, which shall not be
unreasonably withheld. Provided that the Authority approves the Rectification
Plan and the


 


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SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


	
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Contractor rectifies the
breach in accordance with the Rectification Plan, the Authority may not terminate
the Contract or Step-In for that breach.


 


37.1.2.4.                 In  the
event that the Authority approves the Rectification Plan but the Contractor
fails to rectify the breach in accordance with the Rectification Plan within
the agreed period, or any longer period as may be agreed, then the Authority
may proceed to terminate the Contract or issue a Step-In Notice, in each case
in accordance with the provisions of Condition 37.1.2.6 below.


 


37.1.2.5.                 In the event that the Authority, acting reasonably,
rejects the Rectification Plan, the Contractor shall be provided with a further
10 business days in which to amend the Rectification Plan and submit to the
Authority for approval pursuant to the terms of this Clause (an “Amended Rectification Plan”).  In the event that the Authority, acting
reasonably, rejects the Amended Rectification Plan the Authority may proceed to
terminate the Contract in accordance with the provisions of Condition 37.2 or
issue a Step-In Notice, in each case in accordance with the provisions of
Condition 37.1.2.6 below.


 


37.1.2.6.                 If the Contractor:


 


(i)                             fails to submit a Rectification Plan
within the permitted time;


 


(ii)                          fails to submit an Amended Rectification
Plan within the permitted time; or


 


(iii)                       fails to remedy the breach in accordance with the
relevant Rectification Plan, or Amended Rectification Plan (as the case may
be),


 


the Authority may, by written
notice to the Contractor:


 


(a)                           Terminate the contract (the “Termination Notice”) and determine the
Contract forthwith; or


 


(b)                          Step-In (the “Step-In Notice”).


 


37.1.2.7.                 The Authority shall, in its absolute discretion, give
notice to the Contractor which action it intends to take. The Authority shall
not be bound to undertake Step-In action prior to termination. In either case,
the Authority shall proceed in accordance with Condition 37.2 for termination
or Condition 37.3 for Step-In.


 


37.2.          Termination Notice


 


37.2.1.                                       Where the Contract is terminated pursuant
to this Condition 37.1.2.6, the following provisions shall apply:


 


37.2.1.1.                 to the extent that Articles have been delivered by the
Contractor prior to the Termination Date but not yet paid for by the Authority
as at that date, the Authority may, at its sole discretion, either:


 


(i)                             request that the Contractor promptly
recover such Articles (or any of them), and the Contractor shall comply with
such request; or


 


(ii)                          opt to accept ownership of such Articles
(or any of them), in which case the Authority shall pay to the Contractor the
Contractor’s reasonable costs and in any case not to exceed the amount that
would otherwise have been payable by the Authority for such Articles) of
providing such Articles;


 


37.2.1.2.      to the extent that Services have been
provided by the Contractor prior to the Termination Date:


 


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(i)                             and accepted but not yet paid for by the
Authority as at that date, the Authority shall pay to the Contractor the agreed
Contractor’s Price for the provision of such Services;


 


(ii)                          and not accepted by the Authority and/or
made subject to any withholding by the Authority as at that date, the Authority
shall pay to the Contractor the Contractor’s Price for the provision of such
Services less any withholding.


 


and in either case the
amount to be paid under Conditions 37.2.1.2(i) or 37.2.1.2(ii) above shall
not exceed the amount that would otherwise have been payable by the Authority
for such Services.


 


37.2.1.3.                 to the extent that Articles have been delivered by the
Contractor prior to the Termination Date and the Authority has paid for such
Articles, the Authority may, at its sole discretion, either:


 


(i)                             request that the Contractor promptly
recover such Articles (or any of them), and the Contractor shall comply with
such request and promptly reimburse to the Authority all sums paid by the
Authority in respect of such recovered Articles; or


 


(ii)                          opt to retain such Articles (or any of
them), in which case the Contractor shall reimburse the Authority the
difference between:


 


a)                            the Contractor’s reasonable costs of
providing such Articles; and


 


b)                           the sums paid by the Authority in respect
of such retained Articles;


 


37.2.1.4.                 any amounts to be paid by the Authority under
Conditions 37.2.1.1 and 37.2.1.2 above shall be reduced by any amounts to be
reimbursed by the Contractor under Condition 37.2.1.3 above; and


 


37.2.1.5.                 the Contractor shall bear its own costs (including
amounts payable to Sub-Contractors, employees and other third parties) in
respect of such termination.


 


37.3.          Step-In Notice


 


37.3.1.                                       The Authority can exercise its right to
step-in either under Condition 37.1.1 or if any of the following events occur:


 


(i)                        for any circumstances constituting, in
the reasonable opinion of the Authority, a situation of emergency;


 


(ii)                     because, in the reasonable opinion of the Authority, a
serious risk exists to the health or safety of persons or property or to the environment;
and


 


(iii)                  a breach of statutory duty by the Contractor or its
Sub-Contractors


 


37.3.2.                                       Within 5 business days of the date of the
Step-In Notice, the Authority shall inform the Contractor as to the action to
be taken by the Authority, provided that the final decision as to the action to
be taken shall be in the Authority’s absolute discretion.


 


37.3.3.               At any time after the Authority has
issued a Step-In Notice, and having informed the Contractor, the Authority may
take such action as it considers appropriate, having discussed on fair and
reasonable terms how this will affect the Contract, and in order to do so may
do, or engage a third party to do, either or both of the following:


 


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SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


	
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(i)             have
access to and the right to use any of articles delivered under the Contract
and, for such period as is necessary, take over any or all of the SOR Items as
specified in the Step-In Notice, subject to Contract Condition 40;


 


(ii)          suspend
the obligation of the Contractor to provide all or any of the SOR Items as
specified in the Step-In Notice.


 


37.3.4.                                       The Contractor shall co-operate fully
with the Authority, and provide all reasonable assistance (including providing
access to or copies of technical information) subject to Contract Condition 40.


 


37.3.5.                                       The Authority shall take any action under
this Condition 37.3 using the funds allocated, to the SOR Items affected by the
Step-In and the Authority shall reimburse the Contractor for all reasonable
additional costs incurred by the Contractor in assisting the Authority provided
that the Authority shall otherwise have no liability to the Contractor as a
result of any action taken pursuant to this Condition.


 


37.3.6.                                       In the event that the Authority exercises
its right under Condition 37.3 then for so long as and to the extent that the
Authority exercises such rights, the Contractor will no longer have the right
or obligation to provide such of the SOR Items in respect of which the
Authority has exercised its rights as the Contractor is prevented from so
providing.


 


37.3.7.                                       At such time as the Authority in its
discretion may decide that grounds for the exercise of its rights under
Condition 37.3 no longer exist in respect of all or any of the suspended SOR
Items, it shall give a notice to the Contractor (a “Step-Out Notice”)
specifying the obligations of the Contractor which are to be reinstated and the
date on which the provision of SOR Items by the Contractor in accordance with
such obligations is to recommence, and the Contractor shall comply with the
terms of any such Step-Out Notice in relation to a single exercise of its
rights under Condition 37.3, so as to reinstate the provision of suspended SOR
Items by the Contractor partially or gradually.


 


37.3.8.                                       If not satisfied, the Authority may
terminate the Contract in accordance with Condition 37.1.2.6.


 


37.3.8.                                       References (however worded) in this
Condition 37.3 to any steps or action being taken by the Authority under this
Condition 37.3 are references to such steps or action being taken either by the
Authority itself or by persons engaged by the Authority for that purpose


 


38.                    CONTRACT CHANGE
PROCEDURE


 


38.1.             The Contract may only be amended (or changed) with the
written authority of the Authority’s Commercial Manager in accordance with the
following Contract Change Procedure.


 


38.2.             Proposals for a change to the Contract shall be
submitted to the Authority’s Commercial Manager and copied to the Authority’s
Project Manager on a Change Proposal Form at Annex T to Contract.


 


38.3.             For each and every proposed change affecting the
existing contract price, Firm price quotations in accordance with Condition 7
and with a validity of at least 6 months shall be submitted to the Authority by
the Contractor with each change proposal form. All quotations submitted shall
be accompanied with an analysis showing the way in which the Contractor 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


f)                              Profit


 


38.4.                        The Authority will then either authorise
the Contractor to proceed or withdraw the change.


 


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SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


	
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38.5.             When a Change Proposal Form is completed in all
its terms, it may be signed by an authorised representative of the Contractor
and the Authority’s Project Manager as indicating the correctness of the
information contained therein. Following this action, at the Authority’s
discretion, a formal Contract Amendment may be offered by the Authority’s
Commercial Manager.


 


38.6.             No changes shall become effective until a contract
amendment incorporating the change has been issued by the Authority and
accepted unconditionally by the Contractor. All changes shall be recorded at
Annex U to Contract.


 


39.                    LIQUIDATED DAMAGES


 


39.1.             It is recognised by the parties that in the event that
any of the Articles, which the Contractor is required under this Contract to
supply to the Authority, being not delivered at the time required the Authority
will suffer loss and damage thereby.


 


39.2.             Accordingly, if any of the Articles are not delivered
within the time or times specified in the Contract, the Contractor shall be
liable to pay to the Authority as liquidated damages (which the Parties agree
represents a genuine pre-estimate of the Authority’s losses in the
circumstances covered by this Condition) for delay in relation to the delivery
of:


 


(a)          WOLFHOUND
vehicles to TES (SOR Items 2a, 2b and 2c) to include CES (SOR Item 6) per
vehicle by the delivery dates to DSDC Ashchurch detailed in the delivery
schedule at Annex B to Contract, the sum of £[***]
per vehicle (including CES) for each business day or part thereof of
such delay.


 


(b)         The
following support articles:


(i)                                   Interim Technical Publications (part of
SOR Item 4);


(ii)                                Support & Test Equipment (SOR
Item 7);


(iii)                             Train the Trainer (Operator) course for
WOLFHOUND (SOR Item 11) to include re-usable training package (SOR Item 12)


(iv)                            Train the Trainer (Maintainer) course for
WOLFHOUND (SOR Item 13) to include re-usable training package (SOR Item 14)


By the delivery dates
detailed in the Delivery Schedule at Annex B to Contract, the sum of £[***] per Article (for the purpose of
this Condition 39.2(b), each sub-paragraph (i) to (iv) above, represents
an Article) for each business day or part thereof of such delay.


 


39.3                The total amount payable by the Contractor pursuant to
Condition 39.2 above shall not exceed £[***]
over the term of this Contract.


 


39.4.             Damages shall be payable hereunder in respect of any
period during which the contract subsists, notwithstanding its ultimate
determination under Contract Condition 37. Subject to the Authority’s rights
under Condition 37.1.2.6 following Contractor Default as defined in Condition
37.1.1(iv), the payment of liquidated damages in accordance with this Condition
39 represents the Authority’s sole remedy for delay.


 


39.5.             No payment or concession to the Contractor by the
Authority or other act or omission of the Authority shall in any way affect the
rights of the Authority to recover the said liquidated damages or be deemed to
be a waiver of the right of the Authority to recover any such damages unless a
waiver has been expressly stated in writing by the Authority


 


40.                    INTELLECTUAL PROPERTY
RIGHTS


 


40.1.             The parties shall comply with the provisions of this
Condition 40 and Annex E to Contract.


 


40.2.                        For the avoidance of doubt, Conditions 22
and 41 apply to the performance by the Contractor of its obligations under
Annex E and the Contractor shall not be liable for any failure to perform its
obligations


 


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SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


	
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under Annex E as a result
of a failure to obtain export licences, provided it has submitted any
applications in a timely manner.


 


41.                    FORCE MAJEURE


 


41.1.             Notwithstanding
the provisions of Condition 37, if, by reason of any acts of nature, war,
hostilities or of any fire at any of the Contractor’s premises or those of his
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 the Contractor has not infringed the terms of any license, the
Contractor shall have been delayed in completing the manufacture and/or
integration of WOLFHOUND vehicles, the contractor shall, immediately upon
becoming aware that any such delay has been caused, give to the Authority
notice in writing of his claim for an extension of time for the completion of
the manufacture and/or integration of WOLFHOUND vehicles and the Authority
shall (a) allow the contractor 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 the Contractor liable for breach of
this Contract by reason of such delay.. Provided always that the Contractor
shall not be entitled to any extension of time unless he 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 the Authority to proceed with the work.


 


41.2.                        The maximum extension of time granted
under this condition for Contract Schedule of Requirement (SOR) Items 1 &
2 shall be agreed between the parties following submission of the contractor’s
written notice in accordance with Condition 41.1 above.


 


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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.


 


	
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  PROTECT - CONTRACT

  	
   

  	
  Contract

  
	
  Contract Terms &

  	
   

  	
   

  	
   

  	
  SUVC1/0208

  
	
  Conditions

  	
   

  	
   

  	
   

  	
   

  



 


	
  DEFFORM 111

  (Edn
  02/09)

  Appendix - Addresses and Other
  Information

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1. Commercial Officer

  Mr Ben Grinham

  Protected Mobility Team

  Spruce 3a, #1302

  MoD Abbey Wood

  Bristol, BS34 8JH

   

  Email: DES-SUV-CO4@mod.uk

  	
   

  	
  8. Public Accounting Authority

  (for Government owned stores issued or to be held
  by the Contractor)

  Ministry of Defence, CAS/Asset Accounting Centre
  (AAC), West Point, 12th Floor, 501 Chester Road, Old Trafford,
  Manchester, M16 9HU

   

  (
  0161 908 3001   Fax : 0161 908 3000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2. Project Manager, Equipment
  Support Manager or IPT Leader

   (from whom
  technical information is available)

  Mr David Thomas

  Protected Mobility Team

  Spruce 3a, #1302

  MoD Abbey Wood

  Bristol, BS34 8JH

   

  Email: DESSUV-TSVPM2@mod.uk

  	
   

  	
  9. 
  Consignment Instructions

  The items are to be consigned as follows:

   

  Defence Storage & Distribution Agency

  Ashchurch

  Gloucestershire

  GL20 8LZ

   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3. Packaging Approving Authority

  CTS Defence Packaging

  Building S11

  Fort Halstead

  Sevenoakes

  Kent

  TN14 7BP

  Tel:  01959
  897253

  	
   

  	
  10.  Transport. The appropriate
  Ministry of Defence Transport Offices are:

  A. AIR
  Air Freight Centre, Defence Supply Chain Operations & Movements
  (DSCOM), Building 400, Andover, Monxton Road, Andover, Hants, SP11 8HJ.

  Overseas:

  (        01264 38 1589 for exports      Fax. 
  01264 381598

  (        01264 38 1580 for imports      Tel. 
  01264 381585

  Fax           
  01264 38 1581 Tel. 01264 381577

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4. (a) Supply/Support Management
  Branch or JIGSAW Order Manager:

   

  Tel No:

   

    
  (b) U.I.N. 

  	
   

  	
  B. SURFACE
  DSDA HQ Transport Stream, Building E1, E Site, Bicester, Oxon, OX25 2LD:

  (        01869 258406/258403  for UK Ex-Works contracts

  Fax      01869
  257295                     (Ex-Works)

  (        01264 38 1605                    for IMPORTS

  (        01264 38 1602                    for EXPORTS

  Fax      01264
  38 1643                    (Imports and
  Exports)

  Also note: www.freightcollection.com

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5. Drawings/Specifications are
  available from

   

  See Box 2

  	
   

  	
  11. The Invoice Paying Authority
  (see Note 1)

  Ministry of Defence                              (
  0151-242-2000

  DGFM FM SSC

  Walker House, Exchange Flags            Fax:  0151-242-2197

  Liverpool, L2 3LY                    Website is: www.fmssc.mod.uk

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6. 
  For contracts containing DEFCON 5, mauve Copies of MOD Form 640
  are to be sent to

   

  See Box 1

   

  (where no address is shown the mauve copy should be
  destroyed)

  	
   

  	
  12.  Forms and Documentation are available
  through *:

  Ministry of Defence, Forms and Pubns Commodity Management

  PO Box 2, Building C16, C Site

  Lower Arncott

  Bicester, OX25 1LP 
  (Tel. 01869 256052)

  A self-addressed label should be sent with each
  application.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.     Quality Assurance Representative:

   

  Mr Tony Grantham

  TES-DQAG-FF15D2

  Room C14, Block 6, Government Buildings

  Chalfont Drive,

  Nottingham, NG8 3SD

  E-mail: TES-DQAG-FF15D2@dpa.mod.uk

  

  AQAPS and DEF STANs are available from Stan 1,
  Kentigern House,

   65 Brown St,
  Glasgow, G2 8EX. A self addressed label should be sent with each
  application.   Website is:
  www.dstan.mod.uk 

  	
   

  	
  NOTES

  1. 
  Forms.  Hard copies, including MOD Form 640
  are available from address in Box 12., All other invoicing forms e.g. AG
  Forms 169 and 173, are available from the website address shown at Box 11.

  

  2.* Many DEFCONs and DEFFORMs can also be obtained
  from the MOD Internet Website; www.aof.mod.uk/aofcontent/tactical/toolkit/index

  	
   

  



 


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.


 


	
  WOLFHOUND

  	
   

  	
  PROTECT - CONTRACT

  	
   

  	
  Contract

  
	
  Contract Terms &

  	
   

  	
   

  	
   

  	
  SUVC1/0208

  
	
  Conditions

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
      For Official Use Only Recoverable

  YES

  	
   o

  	
  NO

  	
   x

  	
   

  	
   

  	
  Finance Branch

  	
  Protected Mobility Team

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
     
  Issue of Government Property 

  	
  YES

  	
   x

  	
  NO

  	
   o

  	
   

  	
   

  	
  LH No/Project No

  	
  P980055200

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
      VAT Contractor - Country of Origin (delete those not
  applicable)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Requisition No

  	
  CRF No. SUV/143

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  UK

  	
   

  	
  Overseas (non-EC

  Country)

  X

  	
  Overseas (EC Country)

  	
   

  	
  Project Management/ Production
  branch reference

  	
  Protected Mobility

  Team

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
       If EC specify country:

  	
   

  	
   

  	
   

  	
   

  	
  Place of manufacture

  	
  Ladson, South Carolina, USA

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
       Outside the scope

  	
  o

  	
     
  Item Nos

  	
  o

  	
   

  	
  Place of packaging

  	
   

  	
   

  
	
       Exempt

  	
  o

  	
     
  Item Nos

  	
  o

  	
   

  	
   

  	
   

  	
   

  
	
       Taxable Zero Rate

  	
  o

  	
     
  Item Nos

  	
  o

  	
   

  	
  Contractor’s Tel No

  	
  TBA

  	
   

  
	
       Taxable - Standard Rate

  	
  x

  	
      Item Nos

  	
  x

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
       (where contract is with an overseas contractor RP (FIN) VAT Guidance
  Note No 3 should be consulted)  

  
																			



 


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