Exhibit
10.1


 


SUBCONTRACT




 


	SUBCONTRACTOR:
    	Subcontract
    # DTIC-OPTI-NPS-S01
	Ocean
    Power Technologies, Inc.	PROJECT
    TBD
	ADDRESS:	TYPE:
    Firm fixed price completion
	28
    Engelhard Drive, Suite B	CEILING
    VALUE: $52,500.00
	Monroe
    Township, New Jersey 08831	FUNDED
    VALUE: $52,500.00
	Cage
    Code: 	DPAS
    Rating: Unclassified
	DUNS
    #: 181079872	PRIME
    CONTRACT #: FA8075-18-D0001
	NAICS/PSC
    Code: 04EP7	TASK
    ORDER #: FA8075-20-F-0050
	Business
    Size: Small	 


 


This
Subcontract (hereinafter “Subcontract”) is made effective on the 20th day of October, 2020 (the “Effective
Date”), by and between Adams Communication & Engineering Technology, Inc. (hereinafter referred to as “ACET”
or “Contractor”), a Delaware Corporation with principal offices at 10740 Parkridge Blvd., Suite 700, Reston, VA 20191
and Ocean Power Technologies, Inc. (OPTI) (hereinafter referred to as “OPTI” or “Subcontractor”) with
offices located at 28 Engelhard Drive, Suite B, Monroe Township, NJ 08831 (hereinafter referred to collectively as the “Parties”
or individually as a “Party”).


 


WHEREAS,
ACET has entered into a Task Order supporting the Defense Technical Information Center (DTIC) (hereinafter referred to as
“Customer) prime contract/task order, FA807518D0001 Delivery order FA807520F0050 with the Unmanned and Robotic Systems for
the Naval Postgraduate School (NPS) (hereinafter referred to as “Prime Contract”); and


 


WHEREAS,
the Parties desire to enter into this Subcontract to define the relationship between ACET, as the Prime Contractor, and OPT,
as the Subcontractor, and as more particularly set forth in the Statement of Work included as Exhibit A; and


 


WHEREAS,
Subcontractor has the ability, experience, and desire to accept this Subcontract for the performance of the work, subject
to the terms and conditions contained in the Subcontract.


 


NOW
THEREFORE, in consideration of the premises set forth above and the respective covenants and agreements contained in this
Subcontract, and for other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged,
and intending to be legally bound, the Parties hereby agree to be bound as follows:


 




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ARTICLE
I: GENERAL TERMS AND CONDITIONS


 


	I.1	SCOPE
    OF WORK. The Subcontractor shall furnish all labor, personnel, materials, equipment, property (Services) and other
    items necessary to perform all work identified in the Statement of Work as set forth in Exhibit A Statement of Work.
	 	 
	 I.2	PERIOD
    OF PERFORMANCE. This Subcontract has a period of performance:
	 	 
	 	October
    20, 2020 through February 9, 2021
	 	 
	I.3	APPLICABILITY
    OF ACET PRIME CONTRACT REQUIREMENTS. Subcontractor hereby agrees to comply with and be bound by each and every applicable
    requirement, clause, provision, covenant, representation, warranty, and obligation set forth herein. Accordingly, the applicable
    sections of the ACET Prime Contract attached at Exhibit B hereto are hereby incorporated into this Subcontract, as if set
    forth in full text. To this end, Subcontractor acknowledges that it has received, read, and understands the attached sections
    of the ACET Prime Contract, and willfully agrees to be bound by all relevant terms and conditions set forth therein.
	 	 
	 	Where
    necessary to make all referenced clauses applicable to this Subcontract, the term “Government,” “Contracting
    Officer” and equivalent terms shall mean Prime Contractor and the term “Contractor” shall mean “Subcontractor.”
    Such substitution shall not apply to FAR 52.215-2 Audit and Records – Negotiation.
	 	 
	 	Other
    additional clauses, as may be required from time to time by the U.S. Government, shall be incorporated by a unilateral modification
    to this Subcontract. These additional provisions shall have the same force and effect as if set forth in their entirety. Any
    additional provisions not applicable to this Subcontract due to Subcontract value, vendor size, or subcontract type, are self-deleting.
	 	 
	I.4	SUBCONTRACT
    ADMINISTRATION. The Parties hereby appoint the following persons as the only persons authorized to direct the work
    effort or in any way to change, amend, or modify any of the terms of this Subcontract. Except as expressly provided elsewhere
    in this Subcontract, where approval is required by ACET under the terms of this Subcontract, it shall be construed to mean
    the approval of the Subcontracts Administrator. In the event the Subcontractor effects any change at the direction of any
    other person, the change will be considered as having been made without authority and an adjustment will not be made in the
    Subcontract value or delivery schedule as a result thereof. No agreement or understanding will be binding on ACET unless made
    in writing and signed by the ACET President and CEO. All correspondence applicable to this Subcontract shall be addressed
    to the Subcontract Administrator as identified below:


 


TABLE
I.4-1: Authorized Subcontract Administrators


 


	For
    ACET	 	For
    Subcontractor
	Name:	 Donna
    Dawson	 	Name:	Keith
    Silverman
	Title:	Director,
    Contracts 	 	Title:	Director,
    Commercial Operations
	Address:	10740
    Parkridge Blvd., Suite 700	 	Address:	28
    Engelhard Dr 
	 	Reston,
    VA 20191	 	 	Monroe
    Township, NJ
	Phone:	703-828-2551	 	Phone:	973-868-7481
	Email:	contracts@adamscomm.com	 	Email:	ksilverman@oceanpowertech.com


 




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The
ACET Technical Point of Contact, or his/her designated alternate, has the authority to provide technical direction and determine
the acceptability of the Subcontractor’s progress and overall technical performance. This authority is limited to technical
direction and approval of work specified within the Statement of Work of this Subcontract. The Subcontractor will perform all
work as directed by the Technical Point of Contact providing, however, that the Technical Point of Contact shall not control or
direct the physical conduct of the Subcontractor in the performance of its duties.


 


For
all purposes under this Subcontract, Subcontractor shall be an independent contractor and not an agent of ACET. In no event shall
the technical direction be construed in any manner which will serve to increase the total amount of this Subcontract or any Line
Item hereunder. The Technical Point of Contract or his/her designated alternate, does not have the authority to modify this Subcontract
or line items. All deliverables applicable to this Subcontract shall be addressed to the Technical Point of Contact at the address
identified below. The following individuals are hereby appointed as the primary persons responsible for all technical matters
relating to this Subcontract.


 


TABLE
I.4-2: Technical Representatives


 


	For
    ACET	 	For
    Subcontractor
	Name:	David
    Trask	 	Name:	Neil
    Williams
	Title:	Program
    Manager	 	Title:	Director
    Engineering
	Address:	6190
    Guardian Gateway, Ste. 300	 	Address:	28
    Engelhard Drive, Suite B
	 	Aberdeen
    Proving Ground, MD 21005	 	 	Monroe
    Township NY 08831
	Phone:	559-779-0885	 	Phone:	202-674-1749
	Email:	david.trask@adamscomm.com	 	Email:	Nwilliams@Oceanpowertech.com


 


In
the event that the above-specified Subcontract Administrators or Technical Representatives wish to delegate their respective responsibilities
to other individuals, said delegations shall be in writing and delivered pursuant to Article I.4.1, Notices provision of this
Subcontract.


 


	 	I.4.1	Notices.
    All notices pertaining to this Subcontract, shall be delivered in writing to the Subcontract Administrators and Technical
    Representatives designated above.
	 	 	 
	 	 	Such
    notices shall be either, delivered in person or sent to the other Party by certified mail with return receipt requested or
    electronic mail, electronically confirmed and followed up immediately by regular mail. A Notice shall be considered given
    when delivered.
	 	 	 
	 	 	If
    Subcontractor encounters difficulty in meeting performance requirements, or difficulty in complying with its delivery obligations,
    or has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this Subcontract,
    Subcontractor shall immediately notify ACET in writing, giving pertinent details and specificity. This notification shall
    be informational only, and compliance with this provision shall not be construed as a waiver by ACET as to any requirements,
    rights or remedies set forth herein.


 




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	I.5	INSPECTION
    AND ACCEPTANCE.


 


	 	I.5.1	Inspection
    and Acceptance requirements shall be specified in the scope of work.
	 	 	 
	 	I.5.2	All
    materials furnished and services performed pursuant to this Subcontract shall be subject to inspection and test as set forth
    in this Subcontract, by Contractor and/or the Government, at all reasonable times and places, during and after the period
    of performance and delivery. Inspection personnel shall be allowed full access to Subcontractor’s facility and be able
    to witness all operations and tests performed by Subcontractor in the fulfillment of this Subcontract and shall have access
    to all information relating thereto.
	 	 	 
	 	I.5.3	Subcontractor
    must correct any errors or unacceptable quality encountered during the review. If necessary, a meeting may be convened to
    resolve any differences. Subcontractor shall make all required changes as directed by ACET to achieve an acceptable deliverable.
    These procedures shall not be construed to constitute a waiver on the part of ACET of its rights under the Default clause
    contained herein, nor of any other rights or remedies provided by law or under this Subcontract.
	 	 	 
	 	I.5.4	Acceptance
    of all supplies and services under this Subcontract shall be accomplished by ACET. ACET, in turn will obtain acceptance from
    the Government customer.
	 	 	 
	 	I.5.5	ACET’s
    rights to revoke its acceptance for defects, fraud, and gross mistakes amounting to fraud, as set forth in FAR 52.246-3, are
    in addition to any other rights and remedies available at law and/or under this Subcontract.
	 	 	 
	 	I.5.6	In
    the event that material furnished or services performed are not in accordance with the terms of this Subcontract, ACET shall
    have the right to (1) hold any material and assess Subcontractor rental charges, (2) require correction at Subcontractor’s
    expense, (3) require replacement with conforming materials or services at Subcontractor’s expense, (4) correct the nonconformity
    itself or through another source (however, the risk of any remaining non-conformity following such corrective action shall
    remain with Subcontractor), (5) accept the materials or services with an equitable reduction in price, (6) terminate this
    Subcontract for default or (7) re-procure the goods and/or services entirely at Subcontractor’s expense. Subcontractor
    shall be liable for all costs of repair, correction, re-work, replacement, inspection/re-inspection, transportation, and re-packaging,
    as applicable.
	 	 	 
	 	I.5.7	If
    Subcontractor fails to proceed with reasonable promptness to provide any required replacement or correction, Contractor may
    terminate the Subcontract for default.
	 	 	 
	 	I.5.8	Exhibit
    B FAR and DFAR clauses are incorporated by reference with the same force and effect as if set forth in full text. Unless the
    context of the clause requires otherwise, the term “Contractor” shall mean Subcontractor, the term “Contract”
    shall mean Subcontract, and the terms “Government,” “Contracting Officer” and equivalent phrases shall
    mean ACET and the ACET Subcontract Administrator, respectively. It is intended that the referenced clauses shall apply to
    Subcontractor in such manner as is necessary to reflect the position of Subcontractor to ACET, to insure Subcontractor’s
    obligations to ACET and to the United States Government, and to enable ACET to meet its obligations under its Prime Contract.


 




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	I.6	AUDIT
    AND RECORDS


 


As
used in this provision, records include books, documents, accounting procedures and practices, and other data, regardless of type
and regardless of whether such items are in written form, in the form of computer data, or in any other form.


 


With
regard to Firm-Fixed-Price line items, the U.S. Government shall have the right to examine, reproduce and audit all such records
related to pricing and performance to evaluate the accuracy, completeness, and currency of cost and pricing data submitted with
the Subcontractor’s bid and related to “Changes,” “Termination for Convenience” or “Termination
for Cause” clauses of this Subcontract.


 


The
records described in this Section I.6 shall be made available to the U.S. Government (and ACET if agreed to by the Parties) at
any Subcontractor location engaged in the performance of this Subcontract, at all reasonable times, for inspection, audit or reproduction,
until the expiration of the time specified in FAR Subpart 4.7, Contractor Records Retention, or for such longer period, if any,
as is required by applicable statute, or by other clauses of the Subcontract.


 


Subcontractor
agrees to cooperate and participate fully, to the extent required by ACET, in support of any audit by any Government agency. Subcontractor
further agrees to be bound by any final determinations resulting from any such Government audit(s).


 


	I.7	RISK
    OF LOSS.
	 	 
	I.7.1	Until
    acceptance of the work by Contractor in accordance with this Subcontract, risk of loss, theft, and damage shall remain with
    Subcontractor notwithstanding Contractor’s physical possession of the work.
	 	 
	I.7.2	Subcontractor
    shall assume risk of loss for any Contractor furnished materials, parts, special tooling, or any other property (hereafter
    “Property”) including the Property of the U.S. Government provided by Contractor for use in conjunction with Subcontractor’s
    performance of this Subcontract. In accordance with the provisions of this Subcontract, but in any event upon completion thereof,
    Subcontractor shall return such property to Contractor in the condition in which it was received except for reasonable wear
    and tear, and except to the extent that such property has been incorporated into items delivered under this Subcontract, or
    has been consumed in the normal performance of work under this Subcontract.
	 	 
	I.8	INVOICES
    AND PAYMENT. Invoices shall be submitted on a monthly basis, to accountspayable@adamscomm.com and budgetanalyst@adamscomm.com
    in electronic form, no later than the 5th business day of the month following the period in which the services were
    performed, or, as the case may be, in which any material was accepted. Invoices shall be prepared and submitted in the form
    and manner set forth in this Subcontract. Invoices shall be signed and approved by an authorized official of the Subcontractor,
    who shall certify that the invoiced amounts are true and accurate, and that Subcontractor has in its possession records for
    all amounts for which payment is requested.


 




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	I.8.1	Subcontractor
    Time Entry. If the Subcontractor does not have an adequate time keeping system, ACET will provide access to its web based
    Deltek Time and Expense Reporting (hereinafter “Deltek”) system.
	 	 
	I.8.2	Invoice
    and Payment Process. Invoices shall be submitted by the 5th business day of each month following when services
    were performed or materials accepted. Invoices shall contain at a minimum: a) unique invoice number and invoice date, b) Subcontractor’s
    name and business address, c) date of invoice, d) period covered by invoice, e) subcontract number and, if applicable, applicable
    task order number, f) total amount billed on invoice, g) total cumulative amount billed under subcontract, and h) travel expenses
    and Other Direct Costs (ODCs) incurred after receipt of advance authorization from ACET, and receipts must be provided to
    support all expenses included on each invoice.


 


All
invoices must include the following certification and be signed by an authorized Subcontractor representative:


 


“This
is to certify that to the best of my knowledge the qualifications of the individuals whose labor is being invoiced herein were
performed during the time period stated and meet the minimum labor category qualifications, including but not limited to education
and experience requirements for the specific labor category in which their respective hours are being invoiced. All services documented
by this invoice and for which payment is claimed were provided by the Subcontractor staff members. All non-labor costs for which
reimbursement is claimed were incurred in performance of this effort and are claimed at cost without profit or fee.”


 


All
invoices are subject to verification by ACET with regard to the accuracy of the amount billed for work performed by the Subcontractor.
In the event Subcontractor is overpaid by Contractor for any reason, Subcontractor shall promptly refund or credit the overpayment
back to the Contractor.


 


	I.8.3	Payment.
    ACET will pay the Subcontractor upon successful completion and acceptance of FFP milestones as set forth in Exhibit C.
    OPTI must submit an invoice before the 5th business day of the month following the month services were performed or materials
    provided. No travel, living expenses or incidental expenses are authorized and will not be reimbursed unless included by written
    modification to subcontract. Normal payment duration is within 30 days of receipt of payment by the Government. No interest
    charges are allowed and no interest payments will be made under this subcontract.
	 	 
	I.8.4	Incorrect
    or Untimely Invoices. If invoices are not received within the required time period, or are prepared incorrectly, payment
    to Subcontractor may be delayed. If you do not meet the 5th business day of the month timeline, and/or have corrections that
    must be made and ACET submits its invoice to the US Government without the inclusion of your invoice, your payment may be
    delayed.


 




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	I.8.5	Disallowances.
    If any amount paid by ACET to the Subcontractor is disallowed by ACET’s cognizant audit agency, or by the Contracting
    Officer set forth in ACET’s Prime Contract, the Subcontractor shall, upon written demand by the ACET Subcontract Administrator,
    promptly (within ten (10) business days) remit to ACET the disapproved amount. If ACET is required, because of any action
    by the Government, to refund or credit to the Government any amount with respect to an item of cost for which ACET has reimbursed
    Subcontractor, Subcontractor shall, upon written demand by ACET’s Subcontract Administrator, immediately remit to ACET
    the disapproved amount. If however, ACET should recover any disallowed amount, or part thereof, ACET shall within 30 business
    days, re-pay such allocable amount to Subcontractor.


 


	I.9	SUBCONTRACTOR
    DELIVERY OR PERFORMANCE SCHEDULE.


 


Time
is a critical element of Subcontractor’s performance. Subcontractor shall take adequate measures to accomplish all elements
of work required within time limits which are set forth in the schedule, if any, and if no schedule is included, within such time
limits for meeting the specified shipping date(s) or performance period(s). Subcontractor shall provide immediate written notice
of any actual or potential delay. Failure to maintain scheduled completion shall be considered a breach of Subcontractor’s
obligations. If required by ACET, Subcontractor shall furnish progress reports as directed. Subcontractor shall also provide ACET
information as requested concerning the Subcontractor’s program and schedule. If Subcontractor demonstrates the potential
inability or desire to perform, an anticipatory breach may be declared by ACET.


 


ACET
reserves the right to direct Subcontractor to schedule, re-schedule, or re-sequence the delivery of services, goods, material,
or equipment.


 


Subcontractor
shall notify ACET in writing within five (5) business days of an excusable delay. Likewise, Subcontractor shall notify ACET in
writing within five (5) business days if the Subcontractor reasonably anticipates an excusable delay. Whether a delay is an excusable
delay or not, Subcontractor shall, at no cost to ACET, exercise its best efforts to mitigate all delays. Subcontractor shall keep
ACET continually informed as to the delay and Subcontractor’s mitigation efforts.


 


Subcontractor
expressly acknowledges and agrees that it shall receive no damages for delay. Subcontractor’s sole remedy against ACET for
delay shall be the right to seek an extension in the Schedule. Granting of any such time extensions shall not be a condition precedent
to this no-damages-for-delay provision. This no-damages-for-delay provision shall apply to claims for early completion, as well
as claims based on late completion. It is expressly acknowledged and agreed to by Subcontractor that a material inducement to
ACET to enter into this Subcontract is this no-damages-for-delay provision.


 


Subcontractor
acknowledges and agrees that ACET will suffer damage and losses if Subcontractor’s work is not completed in strict accordance
with the Schedule. Such damages may include but are not limited to: damages assessed by the Customer; costs incurred directly
by ACET; and, claims by other subcontractors for interruption, inefficiency or delay. Subcontractor acknowledges that such damages
are reasonable, foreseeable, and would be proximately caused by Subcontractor’s failure to complete its Work on schedule.
Subcontractor shall not be liable to ACET for excusable delays.


 




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	I.10	SUBCONTRACTOR
    PERSONNEL.


 


Subcontractor
shall ensure that all of its personnel proposed to perform under this Subcontract shall comply at all times with the labor category
requirements set forth below. Unless otherwise authorized by ACET, all Subcontractor personnel shall be “United States persons”,
as defined in 22 C.F.R. §120.15.


 


	I.10.1	Personnel Qualifications.
    As noted on Exhibit C, the applicable labor category requirements for this subcontract require certification. The Subcontractor
    personnel shall possess at all times the necessary training, qualifications, experience, and clearances to accomplish all
    tasks identified in the PWS/SOW. Minimal tradeoffs between education, experience or skills may be considered by ACET to present
    to the Government for the following: TBD if confirmation of these labor categories are required by the PWS/SOW




 


Program
Manager


 


Required:


 


The
Subcontractor’s program manager shall have knowledge and experience with the NPS defense systems mission. The contractor’s
program manager shall have a minimum of ten years of experience in program management.


 


Knowledge
and experience with education, financial management, logistics, procurement, or asset management. The contractor’s program
manager shall have experience and knowledge to be able to deal directly with and resolve issues for all senior personnel (i.e.
senior staff, senior Government official, etc.) associated with the program.


 


Education
preferred: It is preferred that the contractor’s program manager have a master’s degree in Systems Engineering, Business
Administration, Management, or a related field.


 


M&S
Specialist (Analyst)


 


Required:


 


The
Subcontractor’s M&S Analyst shall have experience and knowledge to design, develop, modify, and tests defense system
focused models and simulations. The Subcontractor’s M&S Analyst shall be proficient in X3D, VRML, XML, SYSML, or similar
modeling languages and have experience in instructing others on the use of the models and simulations.


 


The
Subcontractor’s M&S Analyst shall have at least six years of research experience with M&S and at least six years
of research experienced with war-gaming. The contractor’s M&S Analysist shall possess at least a bachelor’s degree
in computer science, computer engineering, M&S, or related field.


 


Education
Preferred: It is preferred that the contract’s M&S Analysis have a graduate degree in computer science, computer engineering,
M&S, or related field.


 




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Functional
Expert Consultant


 


The
Subcontractor’s Functional Expert Consultant shall possess experience and expertise in broad areas of unmanned systems.
The contractor’s Functional Expert Consultant shall have experience providing the high-level presentations and white papers
for system engineering reviews, product development, analysis, and validation and verification of engineering solutions. The contractor’s
Functional Expert Consultant shall have at least a master’s degree in a science or engineering field; a Ph.D. is preferred.
The contractor’s Functional Expert Consultant shall have at least 7 years of experience relating to defense systems, three
of which must be in direct support to DoD related activities.


 


Software
Engineer


 


The
Subcontractor’s Software Engineer shall possess extensive experience (at least six years of experience) in the use of software
tools or models (i.e., Rhapsody, Enterprise Architect, Integrity Modeler, Eclipse, etc.) and experience in multiple software coding
languages including C, C++, Java, Ada, Python, etc. The contract’s designated Software Engineer must have at least a bachelor’s
degree in a science or engineering field; a master’s degree is preferred.


 


Research
Engineer


 


The
contractor’s Research Engineer shall possess experience in the field of defense systems. The contractor’s Research
Engineer must possess extensive subject matter expertise in one or more focus areas of defense systems within the US and partner
nations. The Research Engineer must have at least a bachelor’s degree in a science or engineering field; a master’s
degree is preferred. The Research Engineer must have at least six years of demonstrated experience in a research environment,
preferably related to the DoD.


 


	I.10.1	Resume
    File. Subcontractor shall maintain a file of resumes for each of its employees proposed to perform, and shall provide
    copies of resumes available for inspection by ACET upon request.
	 	 
	I10.2	Removal
    of Subcontractor Personnel. Subcontractor shall immediately remove any of Subcontractor’s employees deemed unsatisfactory
    by ACET upon ACET’s articulation of a reasonable basis for such removal. Grounds for removal include, but are not limited
    to, employee misconduct, or any act that threatens the successful performance of any work effort pertaining to this Subcontract.
    Removal of Subcontractor personnel shall not relieve Subcontractor of its duties and obligations pursuant to this Subcontract.
	 	 
	I.10.3	Key
    Personnel. At least ten (10) calendar days prior to reassigning any key Subcontractor personnel to other work, the Subcontractor
    shall obtain the written approval of the ACET Point of Contact identified in I.4.1 Notices. When requested by ACET, Subcontractor
    shall propose replacements for key Subcontractor personnel who will be or have been reassigned and such replacements shall
    have qualifications that are equivalent to or better than those of the individual(s) being replaced.
	 	 
	I.10.4	Replacement
    Personnel. The Subcontractor’s replacement of personnel under this provision shall be accomplished in a manner that
    does not interrupt or disrupt performance under this Subcontract.


 




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	I.11	LOWER
    TIER SUBCONTRACTORS AND VENDORS.
	 	 
	I.11.1	If
    approved in accordance with the clause I.11.2 below, Subcontractor shall flow down all requirements that are flow downs from
    ACET’s Prime Contract and this Subcontract, so that such requirements are binding upon each of Subcontractor’s
    lower tier subcontractors and vendors. Subcontractor shall take all steps necessary to ensure that such lower tier subcontractors
    and vendors perform in accordance with the requirements set forth in this Subcontract, under which such lower tier subcontractors
    and vendors may be approved to participate.
	 	 
	I11.2	Subcontractor
    shall not subcontract all or any portion of this Subcontract or utilize any personnel who are not employed by Subcontractor
    without the prior express written approval of Contractor subcontracting and technical representatives set forth in this Subcontract,
    Section I.4.1 Notices. Approval by Contractor of Subcontractor requests to subcontract, or payment for subcontracted work
    by Subcontractor, shall not in any way relieve Subcontractor of its responsibilities or obligations hereunder. All work performed
    by any lower-tier subcontractor(s) shall fully conform to the terms of this Subcontract. Subcontractor assumes full responsibility
    for all actions and the quality of work performed and materials supplied by lower-tier Subcontractors, and shall remain liable
    for damages to ACET caused by the performance of work under this Subcontract by a lower-tier subcontractor to the same extent
    that Subcontractor would have been liable hereunder if Subcontractor had performed that work.


 


	I.12	TRAVEL
    AND OTHER DIRECT COSTS.
	 	 
	I.12.1	Any
    travel that is specifically authorized as part of the work scope of this Subcontract or becomes necessary during performance
    of this Subcontract will be reimbursed in accordance with the Federal and Joint Travel Regulations (FTR and JTR) in effect
    at the time of travel. Any travel that was not specifically authorized and incorporated herein, must be submitted to the ACET
    Program Manager and Subcontract Administrator for approval and subcontract modification, as required, at least ten (10) business
    days in advance of the proposed travel. To be reimbursed, the travel expenses must be:


 


	 	a)
    	allowable
    under the FTR and the provisions of this Subcontract,
	 	 	 
	 	b)	reasonable,
	 	 	 
	 	c)	 allocable
    and necessary to the performance of this Subcontract,
	 	 	 
	 	d)	identify
    the name(s) of the traveler, destination, purpose of travel and days worked,
	 	 	 
	 	e)	 have
    a copy of any required ACET pre-approvals,
	 	 	 
	 	f)	be
    accompanied by legible copies of receipts to support airfare of public conveyance, car rental expenses for each day, and lodging
    expenses, and
	 	 	 
	 	g)	shall
    not include a profit or fee bearing cost element.


 




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	I.12.2	Any
    Other Direct Costs (ODC), materials, equipment, and supplies that become necessary through the execution of this Subcontract
    shall require the prior express written approval of ACET’s Program Manager and Subcontract Administrator before such
    costs are incurred. Subcontractor shall be liable for and reimburse ACET for any and all costs ACET may incur on Subcontractor’s
    behalf for which the Government has billed/requested payment from ACET, including but not limited to the following: background
    investigations, security clearances, etc.
	 	 
	I.13	PROPRIETARY
    INFORMATION; CLASSIFIED INFORMATION. During the term of this Subcontract, ACET and Subcontractor shall exchange such
    technical data and other information to the extent that such exchange is reasonably necessary for each to perform its obligations
    hereunder, or to the further extent that the Parties mutually consider it beneficial to do so.
	 	 
	I.13.1	Proprietary
    Information. For the purpose of this Subcontract, “Proprietary Information” is defined as any information,
    data, or material, each page of which is conspicuously marked with an appropriate legend indicating its proprietary nature.
    Each Party agrees to keep any Proprietary Information in strict confidence, and to use the same reasonable efforts to protect
    such information as are used to protect its own Proprietary Information. Disclosure of Proprietary Information shall be restricted
    to those persons who are directly participating in the proposal and contract efforts identified in this Subcontract.
	 	 
	 	Each
    Party agrees not to disclose or use any Proprietary Information of the other Party in any manner, directly or indirectly,
    for the purpose or with the result of obtaining, for itself or any third party, an advantage, benefit or gain, whether real
    or potential, over the general public, whether in connection with investing or trading in securities or for any other purpose
    other than the performance under this Subcontract. Each Party acknowledges that such use or disclosure of Proprietary Information
    may constitute insider trading and/or misappropriation of proprietary data in violation of federal and/or state law, resulting
    in severe sanctions on individuals and the corporate entities involved in insider trading.
	 	 
	 	In
    order for Proprietary Information to be protected in accordance with this Subcontract, it must be:


 


	 	a)	In
    writing.
	 	 	 
	 	b)	Clearly
    identified as Proprietary Information by marking each page with the legend “Proprietary Information of (furnishing party.)”
	 	 	 
	 	c)	Delivered
    to an individual designated to receive such information.


 


Where
Proprietary Information does not lend itself to written form (i.e., magnetic recording or other machine-readable form), its transmittal
shall be documented by the disclosing Party in a separate memorandum within thirty (30) days. Each Party shall identify as Proprietary
Information only that information which it believes in good faith to be privileged, a trade secret or otherwise entitled to such
marking. However, any financial data of either Party shall be considered Proprietary Information even if not marked as such.


 




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The
limitations on disclosure of Proprietary Information shall not apply if any of the following conditions exist:


 


	 	a)	If
    it is part of the public domain through no fault of ACET or Subcontractor.
	 	 	 
	 	b)	If,
    prior to the receipt of the information, it has been developed independently by the Party receiving it, or was lawfully known
    to the Party receiving it.
	 	 	 
	 	c)	If,
    subsequent to the receipt of the information it is published by the Party furnishing it, or it was disclosed by the Party
    furnishing it to others, without restriction, or it has been lawfully obtained by the Party receiving it from other sources
    including the end-customer, provided such source did not receive it due to a breach of this Subcontract.
	 	 	 
	 	d)	If
    the Proprietary Information is furnished orally and not reduced to writing and properly identified within thirty (30) days.
	 	 	 
	 	e)	If
    it was not identified in writing, or by application of the appropriate identifying stamp or legend, as Proprietary Information
    subject to this Subcontract.


 


The
foregoing rights, obligations, and restrictions as to Proprietary Information shall survive the termination of this Subcontract
for a period of three (3) years from the date of termination of this Subcontract, except that, in the case of information clearly
marked as a Trade Secret, the foregoing rights, obligations, and restrictions shall survive for as long as such Proprietary Information
is considered a Trade Secret..


 


	I.13.2	Classified
    Information. To the extent the obligations of the Parties require the handling of or access to classified U.S. Government
    information, the same shall be subject to the requirements of the Department of Defense, Industrial Security Manual for Safeguarding
    Classified Information; The National Industrial Security Program Operating Manual; and the applicable DD Form 254.
	 	 
	I.13.3	Press
    Releases. No news releases, including photographs and films, public announcements or confirmation of same, or any part
    of the subject matter of this Subcontract shall be made public without the prior review and express written consent of ACET’s
    Subcontract Administrator. Notwithstanding the foregoing, the Subcontractor shall be allowed to file a current report as a
    FORM 8-K with the U.S. Securities and Exchange Commission that announces the execution of this Subcontract, the date of such
    execution, that summarizes the material terms of the Subcontract, and that discloses the entirety of the Subcontract. ACET
    approvals required under this Article I.13.3 shall not be unreasonably withheld.


 


	I.14       	INSURANCE.
    Subcontractor shall procure and maintain insurance of the kinds and limits enumerated herein. The insurance is to be placed
    with insurers that have a current A.M. Best Rating of A or better, unless otherwise approved in writing by ACET’s Subcontract
    Administrator.




 


	 	a)	Workers’
    Compensation as statutorily obligated by law.
	 	 	 
	 	b)	Employers’
    Liability in an amount no less than $1 million for bodily injury by accident and no less than $1 million for bodily injury
    by disease.
	 	 	 
	 	c)	Comprehensive
    General Liability covering the full scope of this Subcontract in an amount no less than $1 million combined single limit for
    bodily injury and/or property damage per occurrence, $2 million in the aggregate. Said coverage to include the following extensions:
    Contractual Liability, Independent Contractors’ Liability, Premises Operations, Products/Completed Operations, Broad
    Form Property Damage.


 




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	 	d)	Automobile
    Liability coverage in an amount no less than $1 million combined single limit for bodily injury and/or property damage per
    occurrence. Coverage to apply to any auto including Hired and non-Owned.
	 	 	 
	 	e)	All-Risk
    Property Insurance. Subcontractor is responsible for insuring all of its own property and/or property owned by ACET or the
    Prime Contract proponent agency in its care, custody and control.
	 	 	 
	 	f)	Professional
    Liability in an amount no less than $1 million per occurrence for claims arising out of the performance of professional services,
    resulting from any error, omission, or negligent act of the Subcontractor.
	 	 	 
	 	 	ACET
                                         and its employees shall be named as additional insureds with respect to Subcontractor’s
                                         Commercial General Liability, Automobile Liability, and Professional Liability policies,
                                         which policies shall expressly provide that they cannot be cancelled without prior written
                                         notice from the carrier to ACET. Further, the insurance required by this Subcontract
                                         shall be endorsed to state that the coverage shall not be suspended, voided, canceled,
                                         reduced in coverage or in limits except after thirty (30) days written notice to ACET
                                         by the insurance carrier. 

	 	 	 
	 	 	Prior
                                         to the commencement of Subcontractor’s work hereunder and annually thereafter,
                                         Subcontractor shall provide Certificates of Insurance to ACET evidencing the insurance
                                         required under this clause. Such Certificates shall be sent to the attention of the ACET
                                         Subcontract Administrator and shall also reference the project number set forth on the
                                         cover sheet of this Subcontract. 



 


	I.15	INDEMNIFICATION.
	 	 
	I.15.1	Subcontractor
    shall, without limitation (except as set forth in this Article I.15 and in Article I.16), defend, indemnify, and hold harmless
    the Government and Contractor, their officers, directors, agents, heirs, assigns, successors in interest, representatives,
    and employees from and against any and all claims, liabilities, losses, expenses, suits, damages, fines and judgments, demands,
    and expenses (including reasonable legal and professional fees and expenses) arising out of the following:


 


	 	a)	The
    acts, omissions, or performance of the Statement of Work in any way related to, or under, this Subcontract, by Subcontractor,
    its employees, officers, directors, agents, or lower-tier subcontractors;
	 	 	 
	 	b)	Injury,
    sickness, disease, or death to persons, including officers, directors, employees, agents, and lower-tier subcontractors of
    Subcontractor, or loss of or damage to property (including the loss of use of property), or fines and penalties which may
    result, in whole or in part, by reason of the buying, selling, distribution, or use of any of the goods or services provided,
    or performance of the Statement of Work under, this Subcontract; or
	 	 	 
	 	c)	False
    claims submitted by Subcontractor or its lower-tier subcontractors under this Subcontract, or as a result of Subcontractor’s
    misrepresentation of fact, or fraud by Subcontractor.


 


	I.15.2	Subcontractor
    shall indemnify Contractor consistent with this provision regardless of whether any and all claims and liabilities, losses,
    expenses, suits, damages, judgments, demands, and costs (including reasonable legal and professional fees and expenses) were
    caused in part by Contractor’s negligence, but excluding willful or intentional misconduct by Contractor or Contractor’s
    officers, directors, employee, agents, or representatives.


 




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	I.15.3	Subcontractor
    shall defend and settle at its sole expense all suits or proceedings arising out of the foregoing, provided that Subcontractor
    has notice or is given prompt written notice of such claim or suit, and that Subcontractor shall be given necessary information,
    reasonable assistance, and the authority to defend such claim or suit. Subcontractor shall not settle, compromise, or discharge
    any pending or threatened suit, claim, or litigation, arising out of, based upon, or in any way related to the subject matter
    of this Subcontract and to which Contractor is or may reasonably be expected to be a party, unless and until Subcontractor
    has obtained a written agreement, approved by Contractor (which approval shall not be unreasonably withheld) and executed
    by each Party to such proposed settlement, compromise, or discharge, releasing Contractor from any and all liability.
	 	 
	I.15.4	In
    the event Subcontractor, its officers, employees, agents, or lower-tier subcontractors enter premises occupied by or under
    the control of Contractor, the Government, or third parties in the performance of this Subcontract, Subcontractor shall defend,
    indemnify and hold Contractor, its officers, employees and agents and the Government harmless from and against any and all
    claims, costs, liabilities, losses, damages, or expenses (including, but not limited to, reasonable legal and professional
    fees and expenses), resulting from bodily injury, sickness, disease, death, damage, or destruction of property (including
    the loss of use of property) caused by, or arising out of or in connection with, the actions, omissions, or performance of
    Subcontractor, its officers, employees, agents, or lower-tier subcontractors. Subcontractor shall have no obligation to indemnify
    and hold harmless under this Article when any such bodily injury, sickness, disease, death, damage, or destruction of property
    is caused solely by the fault, negligence, or willful misconduct of an organization or person indemnified hereunder. Subcontractor
    shall purchase and maintain sufficient insurance, including blanket contractual liability insurance, necessary to ensure the
    fulfillment of this indemnification requirement.
	 	 
	I.15.5	The
    Parties shall, without limitation, defend, indemnify, and hold harmless the Government and each other, their officers, directors,
    agents, and employees from and against any and all claims and liabilities, losses, expenses, suits, damages, judgments, demands,
    and costs (including reasonable legal and professional fees and expenses) arising out of the following: The infringement or
    violation of any patent, copyright, trademark, service mark, trade secret, or other proprietary interest of any third party
    resulting from the use, distribution, sale, sub-licensing, or possession of the goods (including software and all forms of
    written materials) or services purchased or provided, as authorized under this Subcontract, or from the use or possession
    of said goods or services by the Government, as authorized by this Subcontract.
	 	 
	I.15.6	If
    any of the goods or services provided by Subcontractor hereunder, including without limitation software and all forms of written
    materials, become the subject of a claim of infringement or violation of a third party’s intellectual property, privacy,
    and/or proprietary rights, as set forth in I.15.5, above, Subcontractor shall, at its own expense, use its best efforts:


 


	 	a)	To
    procure for Contractor the right to continue use and, if authorized under this Subcontract, distribution of the infringing
    goods or services or,
	 	 	 
	 	b)	To
    modify the goods or services to make them non-infringing, or
	 	 	 
	 	c)	To
    replace them with equivalent, non-infringing counterparts.


 




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If
none of the above-mentioned can be successfully implemented, then Subcontractor shall refund to Contractor all monies paid to
Subcontractor for the infringing goods or services.


 


	I.16	LIMITATION
    OF LIABILITY.
	 	 
	I.16.1	NEITHER
    PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE OR SPECIAL DAMAGES SUFFERED
    BY SUCH OTHER PARTY (INCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, LOST REVENUES, LOST SAVINGS, OR LOST PROFITS
    SUFFERED BY SUCH OTHER PARTY), REGARDLESS OF THE FORM OF ACTION, WHETHER IN SUBCONTRACT, WARRANTY, STRICT LIABILITY, OR TORT,
    INCLUDING WITHOUT LIMITATION NEGLIGENCE OF ANY KIND WHETHER ACTIVE OR PASSIVE. EACH PARTY HEREBY RELEASES THE OTHER PARTY
    (AND SUCH OTHER PARTY’S SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND
    SUBCONTRACTORS) FROM ANY SUCH CLAIM. NOTHING HEREIN SHALL LIMIT CONTRACTOR’S OR SUBCONTRACTOR’S RIGHT TO DIRECT
    DAMAGES HEREUNDER.
	 	 
	I.16.2	NOTWITHSTANDING
    THE PROVISIONS OF I.16.1, NO LIMITATION OF LIABILITY UNDER THIS SUBCONTRACT WILL BE APPLICABLE WITH RESPECT TO A CLAIM THAT
    IS THE RESULT OF A PARTY’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT.
	 	 
	I.16.3	Amounts
    paid by Contractor to Government customers as damages or in settlement of claims, assessments, fines, penalties, or credits,
    to the extent that they were caused by the act(s) or omission(s) of Subcontractor, shall be considered direct damages to Contractor,
    for which Subcontractor shall reimburse Contractor. For purposes of this clause, Contractor’s out-of-pocket costs attributable
    to claims or actions for damages of any kind against Contractor as a result of Subcontractor’s acts or omissions (including
    without limitation, damages recovered from Contractor for outages in Communications Services) shall be deemed direct damages
    of Contractor, for which Subcontractor shall reimburse Contractor. Out-of-pocket costs include, but are not limited to, reasonable
    costs for attorneys’ fees, travel, lodging and meal expenses, and courier expenses.
	 	 
	I.16.4	The
    entirety of this Article I.16 shall be subject to the further limitation that Subcontractor shall not be liable to the Contractor
    or to the Government, or any of their subsidiaries, affiliates, or their respective officers, directors, employees, agents,
    representatives or other subcontractors, in an amount that exceeds the total value of the work performed in the Statement
    of Work.
	 	 
	I.17	DISPUTES.
	 	 
	I.17.1	General.
    Except for actions for injunctive relief, which may be brought at any time, any claim, controversy or dispute concerning
    questions of fact or law arising out of or relating to this Subcontract, or to the performance by either Party, or to the
    threatened, alleged, or actual breach thereof by either Party, which is not disposed of by mutual agreement within a period
    of thirty (30) calendar days after one Party has provided written notice of the dispute to the other Party, shall be escalated
    to the executive level of the respective companies. If this review process is not successful within a reasonable period of
    time (not exceeding sixty (60) additional calendar days), then ACET shall designate, in its discretion, that portion of the
    dispute to be considered a “Government Contract Dispute” and that portion to be considered an “Agreement
    Dispute”, and ACET shall inform Subcontractor in writing of such designation. Pending final resolution of any dispute
    under this Subcontract (including exhaustion of all appellate rights), Subcontractor shall, at all times, proceed in good
    faith as directed by ACET in the performance of this Subcontract.


 




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	I.17.2	Government
    Contract Disputes. Any dispute determined by ACET to be a Government Contract dispute under the ACET Prime Contract shall
    be governed by the “Disputes” clause set forth therein. If Subcontractor desires ACET to bring a claim on its
    behalf, Subcontractor shall timely submit a written request to ACET setting forth the legal basis of the claim, along with
    any required certifications. ACET, in its sole and absolute discretion, may bring the claim on the Subcontractor’s behalf.
    If ACET elects to bring the claim, Subcontractor shall fully cooperate with ACET in the preparation of the claim and shall
    be responsible for all associated costs.
	 	 
	 	If
    the Government Contracting Officer issues a decision and the decision relates to this Subcontract, such decision, if binding
    upon ACET under the ACET Prime Contract, shall also be binding upon ACET and Subcontractor with respect to this Subcontract.
    However, if Subcontractor is affected by such decision, and if ACET elects not to appeal such decision under the “Disputes”
    clause of the ACET Prime Contract, ACET shall notify Subcontractor promptly. After receipt of such notice and if Subcontractor
    submits a timely written request to ACET to appeal such decision, ACET shall file an appeal. If ACET appeals such decision,
    whether at its election or at Subcontractor’s request, any decision upon such appeal, if binding upon ACET under the
    ACET Prime Contract, shall be binding upon ACET and Subcontractor as it relates to this Subcontract.
	 	 
	 	If
    any such appeal is denied or otherwise decided adversely to Subcontractor’s interest, or if Subcontractor is otherwise
    adversely affected by any decision made by any representative of the Government on any question of fact and/or law arising
    under the ACET Prime Contract which is also related to this Subcontract from which an appeal under the “Disputes”
    clause in the ACET Prime Contract is not available, such decision, if binding upon ACET under the ACET Prime Contract, shall
    also be binding upon ACET and Subcontractor with respect to this Subcontract. However, if Subcontractor is affected by such
    decision, and if ACET elects not to bring suit against the Government with respect to such decision, ACET shall notify Subcontractor
    promptly. After receipt of such notice and if Subcontractor submits a timely written request to ACET to bring suit against
    the Government, ACET shall initiate such suit. If ACET brings suit against the Government, whether at its election or at Subcontractor’s
    request, a final judgment in any such suit, if binding upon ACET under the ACET Prime Contract, shall be binding upon ACET
    and Subcontractor as it relates to this Subcontract.
	 	 
	 	If
    any such appeal or suit is taken or brought by ACET, whether at its election or at Subcontractor’s request, Subcontractor
    shall assist ACET in its prosecution thereof in every reasonable manner and Subcontractor shall be afforded reasonable opportunity
    to participate in the prosecution thereof to the extent Subcontractor’s interest may be affected. To the extent requested
    by ACET, Subcontractor shall prosecute for ACET any appeal or suit taken or brought at Subcontractor’s request and,
    in such event, ACET shall assist Subcontractor in every reasonable manner.


 




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	 	Subcontractor
    shall pay all costs and expenses, including attorney fees, incurred by Subcontractor and ACET in prosecuting any appeal or
    suit taken or brought solely at Subcontractor’s request. Where possible, ACET shall in good faith consult with Subcontractor
    concerning the presentation to the Contracting Officer or other authorized representative of the Government of the questions
    referred to above to the extent they may affect Subcontractor’s interest.
	 	 
	 	If,
    as a result of any decision or judgment which is binding upon ACET and Subcontractor, ACET is unable to obtain reimbursement
    from the Government under the ACET Prime Contract for, or is required to refund or credit to the Government, any amount with
    respect to any item of cost or profit for which ACET has reimbursed Subcontractor, Subcontractor shall, on demand, promptly
    repay such amount to ACET.
	 	 
	 	The
    rights and obligations set forth herein shall survive completion of and final payment under this Subcontract, as well as any
    termination of this Subcontract.
	 	 
	I.17.3	Subcontract
    Disputes. Any dispute between the Subcontractor and ACET where the resolution does not depend upon a ruling or interpretation
    by the Government or its courts, and is not subject to the Disputes clause set forth in the ACET Prime Contract, may be initiated
    in any court of competent jurisdiction within the State of Maryland, and shall be subject to the laws of the State of Maryland,
    notwithstanding its conflicts of laws provisions.
	 	 
	I.18	TERMINATION.
	 	 
	I.18.1	For
    Convenience. At any time during the performance of this Subcontract, ACET may, for its convenience, terminate this Subcontract,
    or any portion thereof, upon written notice to Subcontractor. Upon receipt of notice of such termination, Subcontractor will
    inform ACET of the extent to which performance is completed and Subcontractor will take immediate steps to stop work and mitigate
    Subcontractor costs. At the end of the period stated in the notice of termination, Subcontractor will deliver as instructed
    all completed deliverables and deliverables-in-progress that then exist.
	 	 
	 	If
    ACET terminates this Subcontract for its convenience, ACET will be liable only for payment for services rendered before the
    effective date of termination and accepted by ACET or the end-customer. Any provision of this Subcontract that imposes or
    contemplates continuing obligations upon a Party will survive the expiration or termination of this Subcontract.
	 	 
	 	In
    no event will ACET be liable for lost or anticipated profits, unabsorbed indirect costs or overhead, or for any sum in excess
    of the total price of the Subcontract. Subcontractor’s termination claim shall be submitted within ninety (90) calendar
    days from the effective date of the termination.
	 	 
	I.18.2	For
    Cause. If Subcontractor fails to perform a material obligation under this Subcontract (a “Breach”), and/or
    that Subcontractor’s performance threatens delivery under the ACET Prime Contract, then ACET shall provide written notice
    to Subcontractor describing the alleged Breach in reasonable detail, and referencing this clause. If Subcontractor does not
    cure the Breach within the time designated in such written notice, ACET may terminate this Subcontract for cause by providing
    written notice to Subcontractor.
	 	 
	 	Subcontractor
    shall be compensated only for the work actually delivered and accepted. ACET may require Subcontractor to deliver to ACET
    any supplies and materials, or other items that Subcontractor has specifically produced or acquired for the terminated portion
    of this Subcontract. Subcontractor shall continue all work not terminated.


 




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	 	In
    the event of a termination for cause, Subcontractor shall be liable to ACET for re-procurement costs, in addition to any other
    of ACET’s rights and remedies at law or in equity. If after termination for cause, it is determined that Subcontractor
    was not in default, such termination shall be converted to a Termination for Convenience.
	 
	I.19	NON-SOLICITATION.
    Unless otherwise agreed to in writing, the Parties agree that during the term of this Subcontract, including any extension,
    re-compete, or renewal thereof, and for a period of one (1) year thereafter, neither Party shall knowingly solicit for employment
    an employee of the other Party. This non-solicitation provision shall not restrict in any way the right of either Party to
    solicit or recruit generally in the media, and shall not prohibit either Party from hiring an employee of the other who answers
    any mass media advertisement or who otherwise voluntarily applies for hire without having been personally solicited by the
    hiring Party.
	 
	I.20	CLIENT
    COMMUNICATION; PRIVITY. As the prime contractor, ACET will serve as the exclusive interface with its customer(s),
    as well as the end-customer. Notwithstanding, during performance of this Subcontract, Subcontractor may require occasional
    interface with the end-customer. All such communications shall be subject to the requirements set forth herein. The Parties
    recognize and acknowledge that no privity of contract exists between Subcontractor and the end-customer. Subcontractor may
    neither take direction from, nor discuss any terms and conditions of this Subcontract, with the end-customer without the express
    consent of ACET in each instance. Additionally, Subcontractor shall not engage the end-customer in discussions relative to
    disputes between ACET and Subcontractor or any other matter that may adversely impact ACET’s relations with the end-customer.
    Subcontractor shall not disparage ACET in any way in oral or written communications with the Government Customer. Prior approval
    from ACET is required for any and all meetings between Subcontractor and the end-customer concerning this Subcontract. Subcontractor
    shall immediately notify ACET in writing if at any time it believes that the end-customer is affecting a change to this Subcontract,
    or otherwise directs Subcontractor’s performance in any way. It is understood and agreed that Subcontractor shall not
    be authorized to agree to any changes to this Subcontract and/or the ACET Prime Contract, or assume other obligations on behalf
    of ACET.
	 
	I.21	INTELLECTUAL
    PROPERTY
	 
	I.21.1	Subcontractor
    warrants that the Work performed or delivered under this Subcontract will not infringe or otherwise violate the intellectual
    property rights of any third party in the United States or any foreign country. Except to the extent that the U.S. Government
    assumes liability therefore, Subcontractor agrees to defend, indemnify, and hold harmless ACET and its customers from and
    against any claims, damages, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of any action
    by a third party that is based upon a claim that the work performed or delivered under this Subcontract infringes or otherwise
    violates the intellectual property rights of any person or entity. This indemnity and hold harmless shall not be considered
    an allowable cost under any provision of this Subcontract except with regard to allowable insurance costs.


 




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	I.21.2	Subcontractor’s
    obligation to defend, indemnify, and hold harmless ACET and its customers under I.22.1 shall not apply to the extent FAR 52.227-1
    Authorization and Consent applies to ACET’s Prime Contract for infringement of a U.S. patent. ACET and its customers
    are not subject to any actions for claims, damages, losses, costs, and expenses, including reasonable attorneys’ fees
    by a third party.
	 
	I.21.3	If
    a third party claim causes ACET or Customer’s use of the products, services, and/or deliverable(s) to be disrupted,
    Subcontractor shall at its option: (1) replace the product(s), service(s), and/or deliverable(s), without additional charge,
    with a compatible, functionally equivalent and non-infringing product, service, and/or deliverable; (2) retain all of the
    product(s), service(s), and/or deliverable(s) functions but modify the product(s), service(s), and/or deliverable(s) to avoid
    the infringement; or (3) obtain a license for ACET and Customer to continue use of the product(s), service(s), and/or deliverable(s)
    and pay for any additional fee required for such use.
	 
	I.21.4	In
    addition to the Government’s rights in data and inventions provided for in regulation and flow down requirements, Subcontractor
    agrees that ACET, in furtherance of the performance of its Prime Contract obligations, shall have an unlimited, irrevocable,
    paid-up, royalty-free right to make, have made, sell, offer for sale, use, execute, reproduce, display, perform, distribute
    (internally or externally) copies of, and prepare derivative, and authorize others to do any, some or all of the foregoing,
    any and all, inventions, discoveries, improvements, mask works, and patents, as well as, any and all data, copyrights, reports,
    and works of authorship conceived, developed, generated or delivered in performance of this Subcontract. Subcontractor certifies
    the originality of all deliverable items and states that no portion is protected by any copyright or similar right vested
    in any third party.
	 
	I.21.5	Items
    delivered under this Subcontract such as operation and maintenance manuals shall be delivered with the right to copy for internal
    use and/or copy and deliver with the right to use to ACET’s customers.
	 
	I.21.6	All
    reports, memoranda, or other materials in written form, including machine readable form, prepared by Subcontractor pursuant
    to this Subcontract and furnished to ACET by Subcontractor hereunder shall become the property of ACET.
	 
	I.22	RIGHTS
    IN INTELLECTUAL PROPERTY AND COMPUTER SOFTWARE.
	 
	I.22.1	All
    rights, ownership, title and interest to any Intellectual Property owned by or in possession of either Party prior to the
    date of this Subcontract (the “Pre-Existing Intellectual Property”) are and shall remain with the Party owning
    such rights. Except as provided in Sections I.22.2, I.22.3, I.22.4 and I.22.5, the rights in and to any Intellectual Property
    resulting from any developed works, discoveries, inventions, products or processes that result from or were created during
    the course of performance of this Subcontract, to the extent created, developed, authored, conceived or reduced to practice
    independently and solely by one Party during the performance of this Subcontract without the use of the other Party’s
    Intellectual Property (the “Independently Developed Intellectual Property”) shall be owned by the developing Party.
    In no event shall any license, express or implied, or ownership inure to the benefit of the other Party to reproduce, distribute,
    publicly display, modify or create derivative works of such works or to make, have made, use, sell, have sold, or sublicense
    such discoveries, inventions, products or processes incorporating such Pre-Existing Intellectual Property and Independently
    Developed Intellectual Property, except as expressly provided in Section I.22.5 herein.


 




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	I.22.2	All
    rights, ownership, title and interest in and to (i) any derivative works or other modifications, add-ons, enhancements or
    improvements to Contractor’s Pre-Existing Intellectual Property and (ii) in and to all Intellectual Property developed
    (whether jointly or by Subcontractor alone) during the performance of this Subcontract that derives from and incorporates
    Contractor’s Pre-Existing Intellectual Property (collectively the “Prime Derivative Intellectual Property”),
    shall vest in and be and remain the property of Contractor. To the extent any ownership rights in the Prime Derivative Intellectual
    Property would vest in Subcontractor by operation of law, Subcontractor hereby assigns and agrees that it shall assign such
    rights to Contractor in full, and Subcontractor agrees to cooperate with Contractor to take any reasonably necessary steps
    to effect or perfect such rights.
	 
	I.22.3	All
    rights, ownership, title and interest in and to (i) any derivative works or other modifications, add-ons, enhancements or
    improvements to Subcontractor’s Pre-Existing Intellectual Property and (ii) in and to all Intellectual Property developed
    (whether jointly or by Prime alone) during the performance of this Subcontract that derives from and incorporates Subcontractor’s
    Pre-Existing Intellectual Property (collectively the “Subcontractor Derivative Intellectual Property”), shall
    vest in and be and remain the property of Subcontractor. To the extent any ownership rights in the Subcontractor Derivative
    Intellectual Property would vest in Contractor by operation of law, Contractor hereby assigns and agrees that it shall assign
    such rights to Subcontractor in full, and Contractor agrees to cooperate with Subcontractor to take any reasonably necessary
    steps to effect or perfect such rights.
	 
	I.22.4	Prime
    Derivative Intellectual Property and Subcontractor Derivative Intellectual Property are sometimes referred to herein collectively
    as “Derivative Intellectual Property.”
	 
	I.22.5	In
    the event Intellectual Property that does not fall within the scope of Section I.22.2, I.22.3 and I.22.4 is developed jointly
    by the Parties during the performance of this Subcontract (the “Joint Inventions”), such Joint Inventions shall
    be owned jointly by the Parties and each Party shall own an undivided interest in the patents, copyrights and other Intellectual
    Property resulting from such Joint Inventions. Neither Party shall take action with respect thereto that will adversely affect
    the rights of the other Party without the prior written consent of the other Party. The Parties agree that each will execute
    and cause to be executed all documents and do and cause to be done all acts reasonably necessary, desirable or convenient
    to enable the Parties to file and prosecute patent applications for Joint Inventions or copyright registrations on such Joint
    Inventions, and to maintain any patents granted regarding such Joint Inventions. Procedures for seeking and maintaining protection
    such as patents or copyrights for Joint Inventions shall be mutually agreed to in good faith by the Parties. Any Party that
    does not reasonably cooperate or bear its proportionate share of expenses in securing and maintaining such patents on the
    Joint Inventions in any particular country or countries shall surrender its joint ownership under any resulting patents in
    such country or countries. Any marketing, licensing, and/or sale of such Joint Inventions by either Party shall be subject
    to the prior written agreement of the Parties.


 




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	I.23	SOFTWARE
    DEVELOPMENT, REVIEW AND AUDIT.
	 
	I.23.1	With
    regard to development of computer software, Subcontractor shall satisfy the performance criteria set forth in the applicable
    Statement of Work subject to the remedies described in I.5. ACET shall have the right to audit, evaluate, approve and perform
    surveillance of Subcontractor’s software development process including, but not limited to, Subcontractor’s Software
    Development Plan, or equivalent process documentation. ACET shall determine the frequency of exercising this right based on
    the applicable requirements.
	 
	I.23.2	Subcontractor
    will be notified of ACET’s findings, and should Subcontractor’s process be deficient in one or more areas, Subcontractor
    will be given an opportunity to provide a response to ACET and to correct any deficiencies. Should Subcontractor be unable
    or unwilling to correct the deficiencies, or should ACET’s audit, evaluation and/or surveillance demonstrate that Subcontractor
    is endangering the quality of work to be delivered to the end-customer, ACET shall have the right to assume responsibility
    for the deficient area(s) and to take appropriate action to ensure contract performance. ACET shall have the right to reallocate
    the responsibilities for ensuring the quality of work to be delivered and the funding associated with performing these responsibilities.
	 
	 	This
    clause shall be interpreted so as not to conflict with FAR 52.215-2.
	 
	I.24	DPAS
    RATING. RESERVED
	 
	I.25	CLOSEOUT.
	 
	I.25.1	Quick
    Closeout. The Subcontractor agrees that, if so requested by ACET, the quick closeout procedure authorized by FAR 42.708,
    or any referenced language in this Subcontract, shall be the basis for closing this Subcontract.
	 
	I.25.2	Required
    Closeout Information. Notwithstanding paragraph I.25.1, within ninety (90) calendar days after the expiration or termination
    of this Subcontract, Subcontractor shall submit a closeout package that includes (as applicable): Subcontractor’s final
    invoice, marked or stamped “Final”; Subcontractor’s assignment of refunds, rebates, credits and other amounts;
    Government property disposition; report of inventions and subcontracts; and Subcontractor’s release of claims, which
    shall waive, release and discharge Prime Contractor, it’s officer’s and agents, of and from any and all liabilities,
    obligations, disputes, claims and demands whatsoever arising under or relating to the relevant Period of Performance under
    the Subcontract.
	 
	 	In
    the event Subcontractor fails to submit the required closeout information and documentation within the time provided above,
    such failure shall constitute Subcontractor’s express agreement that: (i) the amounts paid to date by Contractor pursuant
    to the Subcontract as determined by Contractor’s records constitute the full, complete and final extent of Contractor’s
    financial obligation to Subcontractor; (ii) Subcontractor does forever fully and finally resign, release and discharge the
    Contractor, it’s officer’s and agents of and from any and all liabilities, obligations, claims and demands whatsoever
    arising under or relating to the Subcontract; and (iii) Subcontractor expressly authorizes Contractor to rely on the foregoing
    representations and releases.


 




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	I.26	EXPORT
    CONTROL COMPLIANCE. The services being provided under this Subcontract may be subject to required and continuing U.S.
    Government approvals, clearances, regulations, and export/import and re-export requirements. The Subcontractor is responsible
    for obtaining any and all such registrations, licenses, agreements, approvals and/or certifications, as may be required by
    regulations for performance under this Subcontract. The Subcontractor shall not commence performance of the work required
    by this Subcontract until such time as all required registrations, licenses, agreements, approvals and/or certifications have
    been adhered to, obtained, and/or granted by the appropriate authorities.
	 
	 	The
    Subcontractor is required to comply with all U.S. State Department (International Traffic in Arms Regulations (ITAR)) and
    Commerce Department (Export Administration Regulations (EAR)), as well as Industrial Security Requirements, when supplying
    goods and/or service or hiring a foreign person as an employee or retaining his/her services through a consultant, contract
    labor, or technical services agreement. The Subcontractor shall not provide a foreign person (a person who is not a U.S. citizen
    or permanent resident or a U.S. citizen employee of a foreign owned company not incorporated to do business in the U.S.) access
    to export control technology without proper Governmental authorization under the ITAR or EAR, as applicable. Accordingly,
    the Subcontractor certifies that it will not utilize a foreign person, either as an employee, consultant, contract labor,
    or pursuant to a technical services agreement, in the performance of this Subcontract. The Subcontractor shall not utilize
    any such foreign person in performance of this Subcontract without the prior written consent of the Contractor.
	 
	 	Any
    foreign person’s access to Contractor’s or Contractor’s customer’s facilities and computer networks
    will be restricted and controlled to ensure the foreign person does not have access to ITAR or EAR controlled technical data
    or software/code other than as specifically authorized by the U.S. Department of State or Department of Commerce, as applicable.
	 
	 	All
    documents will be delivered to ACET in the American English language.
	 
	I.27	Taxes:
    Subcontractor is directly responsible
    for payment of any income taxes, profits tax, or withholding tax which could be incurred in connection with performance of
    work under this Subcontract. Subcontractor is further responsible for payment of any other taxes, assessments, liens, charges
    (including, but not limited to, customs charges, taxes, and/or duties in favor of third parties, other withholding taxes,
    gross receipts taxes, stamp or documentary taxes, import taxes, import tariffs, export taxes, road use taxes, payroll taxes,
    employment related taxes, bank taxes, municipality taxes, and assessments), and/or any encumbrance levied or placed against
    the subject matter of this Subcontract at any time by any foreign government or any political subdivision thereof.
	 
	I.28	ANTI-CORRUPTION.
    The Parties hereby represent, certify and warrant that no agent, affiliate, employee or other person associated with or
    acting on behalf of the Parties directly or indirectly, has in the past or will in the future offer, pay or provide anything
    of value in the form of any unlawful contribution, gift, entertainment or other unlawful expense to any foreign official or
    foreign political party for the purpose of gaining or retaining business or obtaining any unfair advantage, nor violated any
    provision of the U.S. Foreign Corrupt Practices Act, as amended (“FCPA”); the United Nations Convention Against
    Corruption, (GA Res. 58/4, UN Doc. A/58/422 (2003)) nor the Organization for Economic Co-operation and Development (“OECD”)
    Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, Dec. 17, 1997, DAFFE/IME/BR(97)20
    nor made any bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment.


 




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	I.29	FOREIGN
    CORRUPT PRACTICES ACT COMPLIANCE. Consistent with the Foreign Corrupt Practices Act enacted by the U.S. Government,
    the parties agree that they will not directly or indirectly give, offer, promise, authorize, or tolerate to be given, offered
    or promised, anything of value to an official, a member of or an employee of the government of any foreign nation or any subdivision
    or state owned enterprise thereof, or to another person with the intent to (i) influence any official act or decision of such
    official, member of, or employee, or (ii) induce such official, member of or employee to use his or her influence to affect
    or influence any act or decision of said government or any subdivision thereof.
	 
	I.30	CHANGES.
    The ACET Subcontract Administrator may, by a written order at any time during the term of this Subcontract, and without
    notice to sureties or assigns, make changes within the general scope of this Subcontract in any one or more of the following:
	 
	 	a)	Description
    of the services to be performed;
	 
	 	b)	Time
    of performance (e.g., Period of Performance);
	 
	 	c)	Place
    of inspection, delivery, or acceptance.
	 
	 	Subcontractor
    must initiate any claim for adjustment to the Subcontract price, cost, hourly rate, performance schedule, or scope of work,
    in writing, no later than five (5) calendar days from notification of change by ACET, or its rights to assert such claim shall
    be irrevocably waived. Disagreement over any change adjustment shall be resolved in accordance with the “Disputes”
    article in this Subcontract. Under no circumstance shall any pending claim or dispute excuse Subcontractor from proceeding
    with its performance, as changed. Subcontractor’s notice must contain supporting documentation to appropriately explain
    and document both the entitlement and amount of Subcontractor’s change request (including, without limitation, labor
    hours, material costs, and all other expenses to the extent not waived or released by other provisions of this Subcontract
    or by operation of law), comprising Subcontractor’s change request.
	 
	 	Except
    as specified below, no order, statement, technical advice, exchange of information, or conduct of the Customer or ACET technical
    personnel who visit Subcontractor’s facilities or in any other manner communicate with Subcontractor personnel during
    the performance of this Subcontract shall constitute a change under the “Changes” clause of this Subcontract.
	 
	 	All
    changes, modifications and amendments to this Subcontract must be in writing. Subcontractor shall not comply with any order,
    direction or request of ACET personnel unless it is issued in writing and signed by the duly authorized representative from
    ACET Contracts. ACET Contracts are the only representatives authorized to approve changes in any of the requirements of this
    Subcontract, notwithstanding provisions contained elsewhere in this Subcontract. In the event the Subcontractor effects any
    change at the direction of any other person, the change will be considered to have been made without authority and no adjustment
    will be made in the Subcontract price to cover any increase in costs incurred as a result thereof.


 




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	 	If
    ACET agrees with Subcontractor’s change request, a modification will be issued to Subcontractor under procedures established
    above. If ACET does not agree with Subcontractor’s change request, ACET shall so notify Subcontractor in writing and
    Subcontract may proceed under the Disputes provision of this Subcontract. Execution of a modification to this Subcontract
    or acceptance of payment by Subcontractor constitutes a complete waiver and release of all direct, indirect, consequential,
    and impact costs and damages related to, or resulting from, such modification, and its effect, if any, on unchanged work,
    including but not limited to, site overhead, home office overhead, interest or carrying charges on Subcontractor’s investment,
    expenses arising from cost of capital, or for loss of use of, or under-utilization of labor, equipment, or facilities. The
    execution of each modification, or acceptance of payment by Subcontractor shall constitute a full and complete settlement
    for all claims Subcontractor may have against ACET, its parents, affiliates, subsidiaries and divisions, for any damages and/or
    increased costs as a result of any delay, acceleration, hindrance, disruption, inefficiency, or other interference related
    to the modification, and all previous change orders. In estimating the effect of changes upon the cost of its work and Subcontract
    schedule, Subcontractor shall ensure that it has properly accounted for all cost and time impacts and shall not later make
    any claim for reimbursement of impact costs allegedly resulting from the number, nature, or extent of change order modifications.
    All estimated costs used for requested price adjustments at any tier shall be consistent with the contract cost principles
    and procedures for contracts in FAR Part 31, as supplemented.
	 
	I.31	LAWS
    AND REGULATIONS. The Subcontractor shall comply with all laws and regulations of all pertinent Federal, State and
    Local jurisdictions that may be applicable to activities carried out in the name of or on behalf of Contractor under the provisions
    of this Subcontract. In the event Subcontractor becomes aware of its failure to comply with such laws and regulations, Subcontractor
    shall promptly notify Contractor in writing, setting forth in detail its knowledge of the circumstances surrounding such failure.
	 
	I.32	HEALTH
    AND SAFETY. Subcontractor shall take all necessary precautions to protect the health and safety of Subcontractor’s
    employees or representatives while participating in work under this Subcontract and shall follow all applicable local, state
    and federal Occupational Safety & Health Administration (“OSHA”) requirements.
	 
	I.33	NEW
    MATERIAL – NO COUNTERFEIT MATERIAL.
	 
	I.33.1	Definitions.
    The term Material, as used in this clause, includes, but is not limited to raw material, parts, components, assemblies
    and end items. The term New, as used in this clause, means Original Equipment Manufacturer (OEM) or Original Component
    Manufacturer (OCM) Material previously unused or composed exclusively of previously unused Material, allowing for conventional
    use including, but not limited to integration, installation, assembly, test, burn-in, training, troubleshooting, and rework
    as required. The term Counterfeit Material means Material salvaged, produced or altered to resemble a product without
    authority or right to do so, with the intent to mislead or defraud by presenting the imitation as New Material.


 




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	I.33.2	Unless
    Contractor specifies in writing otherwise, Subcontractor shall deliver New Material under this subcontract that is fully warranted.
	 
	I.33.3	Subcontractor
    shall not deliver Counterfeit Material to Contractor under this subcontract.
	 
	I.33.4	Subcontractor
    represents and warrants that all electronic parts delivered under this subcontract are obtained from OEMs, OCMs, or their
    authorized dealers. If electronic parts cannot be obtained from OEMs, OCMs, or their authorized dealers and must be procured
    from alternative source(s), Subcontractor shall obtain Contractor’s written approval before making such procurements.
    Subcontractor shall employ, or cause to be employed, inspection, testing and authentication processes reasonably designed
    to detect and avoid Counterfeit Material and shall provide written description of Subcontractor’s detection and avoidance
    processes and a certification of Subcontractor’s use of such processes to Contractor on or before delivery.
	 
	I.33.5	Subcontractor
    shall immediately notify Contractor when Material is found or suspected to be Counterfeit Material. Notice must be in writing
    and must be provided to Contractor within 10 days of discovery.
	 
	I.33.6	Upon
    request, Subcontractor shall provide OEM/OCM documentation that enables traceability of the affected Material to the applicable
    OEM/OCM.
	 
	I.33.7	Should
    any Material delivered under this Contract be found to constitute or include Counterfeit Material, Subcontractor shall, at
    its expense, promptly replace such Counterfeit Material with genuine parts conforming to the requirements of this Contract.
    Notwithstanding any other provision in this subcontract, Subcontractor shall be liable for all costs relating to the removal
    and replacement of Counterfeit Material, including, without limitation, Contractor’s costs of removing Counterfeit Material,
    of installing replacement New Material and of any testing/ corrective action necessitated by the replacement of Counterfeit
    Material with New Material. The remedies contained in this paragraph are in addition to any remedies Contractor may have at
    law, equity or under other provisions of this subcontract.
	 
	I.33.8	Subcontractor
    shall include this clause or equivalent provisions in any subcontracts that Subcontractor issues for the delivery of New Material
    that will be included in or furnished to Contractor.
	 
	I.34	TAXES.
    Subcontractor shall be liable for payment of all applicable taxes based on services performed hereunder, whether now or
    hereafter imposed by any federal, state, local or other taxing authority or jurisdiction.
	 
	I.35	STOP
    WORK ORDER. The Contractor has the right to immediately suspend performance under this Subcontract with a written
    Stop Work Order. In the event of such direction, the Subcontractor shall cease all performance, cancel all outstanding procurements
    and take no further steps toward delivery except those necessary for immediate and orderly shutting down of the work, and
    for securing any inventory obtained in the course of performance. Contractor shall not be liable to Subcontractor for any
    expenses incurred by Subcontractor during any Stop Work period.


 




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	I.36	PACKAGING.
    Subcontractor shall ensure that all items are preserved, packaged, packed, and marked in accordance with best commercial
    practices to meet the packing requirements of the carrier and ensure safe delivery at destination. The packaging, labeling,
    and shipping of all supplies must conform to all applicable international, federal, and state laws and regulations.
	 
	I.37	PERFORMANCE
    OF WORK AT CONTRACTOR’S OR GOVERNMENT’S PREMISES. In the event that Subcontractor performs any work under
    this Subcontract on premises under the control of Contractor or Contractor’s U.S. Government customer, Subcontractor
    shall ensure that its employees observe and follow any facility rules and security regulations, including but not limited
    to any identification badge requirements.
	 
	I.38	CONTRACT
    SECURITY CLASSIFICATION SPECIFICATIONS (DD254). Contract Security Classification Specification (DD254) shall be attached
    in Exhibit D as required. Any security breach or investigations that the Contractor initiates and/or becomes aware of related
    to this Subcontract or any Task Order issued thereunder the Contractor shall notify ACET Facility Security Officer (FSO) and
    Program Manager (PM) in writing with all pertinent details within twenty four (24) hours of the event occurring. In addition,
    Contractor shall provide applicable status on a weekly basis to the aforementioned ACET personnel as well as the results of
    the investigation for ACET visibility to respond to any and all Government queries.
	 
	I.39	EXECUTION
    AND DELIVERY OF SUBCONTRACT. This Subcontract may be executed and delivered electronically by a scanned .pdf file
    in counterparts, each of which when so executed and delivered shall be deemed an original, but all of which shall together
    constitute one and the same instrument. In producing this Subcontract, it shall not be necessary to produce or account for
    more than one counterpart signed by the person against whom enforcement is sought. In witness whereof, the duly Authorized
    Contractual Representatives.
	 
	Article
    II: MISCELLANEOUS TERMS AND CONDITIONS
	 
	II.1	NON-ASSIGNMENT.
    Neither this Subcontract, duty or right hereunder shall be delegated or assigned by Subcontractor to another party without,
    in each instance, the prior written consent of ACET; except that claims for monies due or to become due may be assigned to
    a financial institution if ACET is so notified in writing prior to such assignment. ACET shall be furnished a signed copy
    of any such assignment of payment. All payments, including those to an assignee, shall be subject to setoff or recoupment
    for any present or future claim or claims that ACET may have against Subcontractor. ACET reserves the sole and exclusive right
    to make settlements, or adjustments in price, or both, with Subcontractor under the terms notwithstanding any assignment of
    claims for monies due or to become due hereunder and without notice to the assignee.
	 
	II.2	SEVERABILITY.
    If any provision of this Subcontract is or becomes void or unenforceable by force or operation of law, all other provisions
    shall remain valid and enforceable.
	 
	II.3	INDEPENDENT
    CONTRACTORS. Nothing in this Subcontract shall be deemed to constitute, create, give effect to or otherwise recognize
    a joint venture, partnership, formal business entity or any type of permanent arrangement, and the employees of one Party
    shall not be deemed employees of the other. Consistent with this independent contractor relationship, it is understood that
    all applicable payroll and withholding taxes are the sole responsibility of Subcontractor. Each Party agrees not to represent
    itself in any way as an agent of the other.


 




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	II.4	LICENSING
    OF SPACE. During performance of this Subcontract, should Subcontractor occupy office space under the control of ACET,
    then Subcontractor shall enter into a separate License for Office Space Agreement (“LOSA”) with ACET. The LOSA,
    with rates, will be sent to Subcontractor under separate cover from ACET.
	 
	II.5	NON-WAIVER.
    No term or provision herein shall be deemed waived, and no breach excused, unless such waiver or consent shall be in writing
    and signed by the Party claimed to have waived or consented. Any consent or waiver by any authorized Party, or breach by the
    other, whether expressed or implied, shall not constitute a consent to, or waiver of, any subsequent breach or difference.
    FAILURE OF ACET TO INSIST ON STRICT PERFORMANCE SHALL NOT CONSTITUTE A WAIVER OF ANY OF THE PROVISIONS OF THIS SUBCONTRACT
    OR WAIVER OF ANY OTHER DEFAULT OF SUBCONTRACTOR.
	 
	II.6	ENTIRE
    AGREEMENT. This Subcontract, including all Exhibits and attachments hereto, whether incorporated by reference or otherwise,
    constitutes the entire agreement between the Parties, and supersedes all other agreements whether oral or written. All work
    performed by Subcontractor, actions taken, and payments made with respect to this Subcontract, if any, under any other prior
    written or oral agreements, shall be deemed to have been work performed, actions taken, or payments made under this Subcontract.
	 
	II.7	ORDER
    OF PRECEDENCE. Any ambiguity, discrepancy, inconsistency, or conflict in or between any of the provisions of this
    Subcontract shall be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration
    to the intentions of the Parties at the time of contracting and the following order of precedence: 
	 
	 	1.	This
    Subcontract
	 
	 	2.	Statement
    of Work
	 
	 	3.	Federal
    Acquisition Regulation (FAR) and Defense Federal Acquisition Regulation Supplement (DFARS) provisions incorporated into this
    Subcontract.
	 
	II.8	HEADINGS.
    The headings in this Subcontract are provided for convenience only and do not alter the meaning or content of this Subcontract
    in any manner.
	 
	II.9	JOINTLY
    DRAFTED. The Parties acknowledge that this Subcontract has been drafted jointly by the Parties, and in the event of
    any ambiguity, shall not be construed against either Party.
	 
	II.10	MODIFICATIONS
    IN WRITING. Any modifications to this Subcontract, shall be made in a writing duly approved and executed by both Parties.
	 
	II.11	ELECTRONIC
    COMMUNICATIONS BETWEEN THE PARTIES. During performance of this Subcontract, the Parties may wish to communicate electronically
    by electronic mail or similar methods (hereinafter referred to as “E-mail.”) However, the electronic transmission
    of such information cannot be guaranteed to be secure or error free, and such information may be intercepted, corrupted, lost,
    destroyed, delayed, incomplete or otherwise adversely affected or unsafe to use. Unless Subcontractor notifies ACET otherwise,
    ACET shall regard Subcontractor’s acceptance of this Subcontract as consent to use E-mail. All risks related to Subcontractor’s
    business and connected with the use of E-mail are borne by Subcontractor and are not ACET’s responsibility. Both Parties
    will carry out procedures to protect the integrity of data. In particular, it is the recipient’s responsibility to carry
    out a virus check on any attachments before launching or otherwise using any documents, whether received by E-mail, magnetic
    media or otherwise.



 






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	II.12	SECTION
    508 OF THE REHABILITATION ACT OF 1973 AS AMENDED. In accordance with Section 508 of the Rehabilitation Act of 1973,
    as amended, all electronic and information technology (“EIT”) delivered under this Subcontract must meet the applicable
    accessibility standards set forth at 36 C.F.R. §1194, unless the procuring Government Agency establishes a published
    exception to this requirement. The accessibility standards are viewable at http://www.section508.gov. Subcontractor
    shall provide ACET with a Voluntary Product Accessibility Template (“VPAT”) along with all EIT delivered under
    this Subcontract. The VPAT can be found at:



  


http://www.itic.org/archives/articles/20040506/voluntary_product_accessibility_template.php.




 


	II.13	ACET’S
    PROCUREMENT FRAUD AND SECURITY HOTLINES. Any incidents of unethical practices and/or procurement fraud shall be reported
    anonymously through the use of ACET’s Business Ethics and Procurement Fraud Hotline. In the event that Subcontractor
    becomes aware of any such incidents involving unethical practices and/or procurement fraud, please call: ACET HR at 301-861-5000.
    Any incident involving a breach of security shall be promptly reported by contacting: ACET Security at 301-861-5000.
	 
	II.14	FORCE
    MAJEURE.
	 
	II.14.1	Neither
    Party shall be liable for any failure to comply with, or for any delay in performance of, the terms of this Subcontract, where
    such failure or delay include but are not limited to:
	 
	 	 	1.	acts
    of God,
	 
	 	 	2.	acts
    of the United States Government in its sovereign (and not contractual) capacity,
	 
	 	 	3.	fires,
	 
	 	 	4.	floods,
	 
	 	 	5.	epidemics,
	 
	 	 	6.	quarantine
    restrictions,
	 
	 	 	7.	strikes,
	 
	 	 	8.	freight
    embargoes,
	 
	 	 	9.	unusually
    severe weather,
	 
	 	 	10.	 acts
    of war or terrorism, or
	 
	 	 	11.	 domestic
    unrest.


 




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	II.14.2	In
    the event that performance of this Subcontract is delayed or adversely affected by a condition of force majeure that is beyond
    the control and without the fault or negligence of either Party, the Party whose performance is so affected shall immediately
    so notify the other Party, in writing.
	 
	II.14.3	If
    failure or delay of performance resulting from a condition of force majeure is estimated to continue for more than thirty
    (30) days, or if the affected Party is unable to provide, upon request, immediate written assurances that performance will
    be tendered within thirty (30) days following the initial occurrence of the force majeure condition, at Contractor’s
    option, this Subcontract shall be completed with any such changes determined to be necessary by the Parties, or terminated
    for convenience.
	 
	II.14.4	Subcontractor
    shall not be excused for failure to perform any obligation under this Subcontract if a lower-tier subcontractor at any tier
    causes such failure and the cause of such failure was not beyond the control or without the fault or negligence of either
    the Subcontractor and/or the lower-tier subcontractor.
	 
	ARTICLE
    III: REPRESENTATIONS AND WARRANTIES
	 
	III.1	Subcontractor
    hereby represents and warrants that it has read this Subcontract, understands its terms and conditions, has had the opportunity
    to seek legal counsel with regard to the advisability of entering into this Subcontract, and voluntarily enters into this
    Subcontract with the intention to be bound by all terms and conditions set forth herein.
	 
	III.2	Subcontractor
    further represents and warrants that the signatory below has full authority to enter into this Subcontract on behalf of the
    Subcontractor.
	 
	III.3	Subcontractor
    further represents and warrants that:
	 
	III.3.1	It
    shall comply with the terms and conditions of the ACET Prime Contract set forth at Exhibit B hereto, to include all provisions
    and clauses referenced therein, in addition to all applicable federal, state, and local laws and regulations in effect.
	 
	III.3.2	It
    is not currently debarred from performing Government contracts and is fully competent to perform the efforts contemplated
    by this Subcontract.
	 
	III.3.3	It
    possesses all rights, licenses, permits, authorizations and other qualifications necessary to fulfill the requirements of
    this Subcontract, and that Subcontractor, its employees, and its lower-tier subcontractors and/or vendors are fully qualified
    to perform hereunder. The foregoing warranty shall include, but not be limited to, the warranty that all personnel provided
    by Subcontractor under this Subcontract meet or exceed all applicable labor category qualification requirements regarding
    education and experience levels, or other such minimum labor qualification requirements as may be required under this Subcontract.
	 
	III.3.4	All
    services to be performed hereunder shall be performed to the highest professional standards consistent with industry practices,
    and shall conform entirely with the requirements set forth in the Statement of Work , regardless of any prior course of performance
    or dealing between ACET and Subcontractor.


 




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	III.3.5	All
    hardware and software furnished hereunder shall be free from defects in design, workmanship and material, and shall conform
    entirely with the requirements set forth in the Statement of Work, regardless of any prior course of performance or dealing
    between ACET and Subcontractor.
	 
	III.3.6	All
    work authorized under this Subcontract shall be performed in the United States, unless otherwise stated, and Subcontractor
    shall not outsource any work to any foreign country without the express written approval of the ACET Subcontract Administrator.
	 
	III.3.7	The
    foregoing warranties and representations shall survive acceptance of and payment for the articles, services and all other
    aspects of the work by ACET. In the event of a breach of any of the foregoing warranties and representations, Subcontractor
    shall re-perform the work at no additional cost to ACET.
	 
	III.3.8	THE
    WARRANTIES EXPRESSLY SET FORTH ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION
    THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
	 
	III.3.9	The
    above representations and warranties and shall also inure to the benefit of the end-customer, as well as any direct or indirect
    customers such as direct sale end users, higher-tier subcontractors, prime contractors and the ultimate user under relevant
    prime contracts.


 


In
Witness Whereof, the Parties hereto have executed this Subcontract upon the date set forth above.


 


For
ADAMS COMMUNICATION & ENGINEERING TECHNOLOGY, INC.


 


	 	/s/
    Charles Adams	 	10-26-20
	 	 	 	 
	BY:	Charles
    Adams, Chief Executive Officer & CEO	 	DATED
	 	 	 	 
	For
    OCEAN POWER TECHNOLOGIES, INC.	 	 
	 	 	 	 
	 	/s/
    George H. Kirby III	 	10-26-20
	 	 	 	 
	BY:	George
    H. Kirby III, President and CEO	 	DATED


 




    	 	 	Page 30 of 49



    	 	 	 



    


 


The
following Exhibits are made an integral part of this Subcontract:


 


	EXHIBIT
    #	 	CONTENT
	A	 	Statement
    of Work
	B	 	Relevant
                                         Provisions/Flow downs from ACET’s Prime Contract

	C	 	Pricing,
                                         Payment Schedule, Subcontractor Labor Categories



 




    	 	 	Page 31 of 49



    	 	 	 



    


 


EXHIBIT
A


 


STATEMENT
OF WORK


 


The
proposed scope of the OPT Feasibility Study includes the following:


 


	 	Phase
    1 – Define Requirements:
	 	 	 	 	 	 
	 	 	●	In conjunction
    with NPS, ACET, and other project partners:
	 	 	 	 	○	Define
    mission requirements – including payload equipment, power profile, mission duration. Determine requirements (regulatory,
    permitting, mooring, vessel) to install system off the coast of Monterey, CA.
	 	 	 	 	○	Initial
    Kick-Off Meeting (KOM) and any additional project review meetings will be conducted via video conference given current travel
    restrictions.
	 	 	 	 	 	 
	 	Phase
    2 – Engineering and Analysis:
	 	 	 	 	 	 
	 	 	●	Review,
    validate, and determine the optimal location based on proposed installation locations identified from previous meetings between
    NPS, AT&T and OPT representatives.
	 	 	●	Validate
    continuous and instantaneous power levels that the OPT buoy will generate
	 	 	●	Validate
    overall system power requirements and compatibility of desired SLAMR payload
	 	 	●	Validate
    system power requirements vs. power generation capacity for SLAMR payloads, including communications.
	 	 	●	High
    level definition of the end to end solution.
	 	 	●	Develop
    preliminary operational plan including deployment, maintenance plan, and regulatory approval requirements
	 	 	●	Engineering
    and related services to complete the Feasibility Study as detailed below
	 	 	 	 	 	 
	 	Phase
    3 – Final Report:
	 	 	 	 	 	 
	 	 	●	Final
    Report with deliverables as outlined below.


 


Key
data required for the Feasibility Study is shown in the following table:


 


	Information
    Needed	 	Purpose
	Mission
                                         Description:

        ●        
        Objectives

        ●        
        Duration
	 	Understand
    the overall mission to better de- velop the necessary solutions
	 	 	 
	Location

        ●        
        Specific deployment location

        ●        
        Water depth

        ●        
        Sea Floor composition

        ●        
        Meteorological Ocean data
	 	Determine
    mooring design and calculations of power generation and payload survivabil- ity under storm conditions


 










    	 	 	Page 32 of 49



    	 	 	 



    


 





	Power:

        ●        
        Operational details including duration of activities, frequency of activation particularly for large power components
        such as communications systems, and unmanned/autonomous vehicle.

        ●        
        Power needs for communications equipment

        ●        
        Power needs for unmanned / autonomous vehicles (max. of three different vehicles)

        ●        
        Power needs for other optional payload (i.e. sensors) (as agreed)
	 	Develop
    specific asset solutions in order to support power draw during continuous and intermittent operations
	 	 	 
	Reliability
                                         Requirements

        ●        
        Determine requirements for power reliability

        ●        
        Determine requirements for communications reliability
	 	Specific
    asset and payload solutions in order to provide sufficient reliability  and redundancy to meet a customer’s
    needs
	 	 	 
	Data
                                         requirements

        ●        
        How much information

        ●        
        How often

        ●        
        How secure
	 	Complete
    end-to-end data solutions including communications payload and security requirements and associated power demand along with
    recurring and non-recurring costs
	 	 	 
	Payload

        ●        
        Communication equipment

        ●        
        Topside sensors (as agreed)
	 	Design
    of turnkey solution for customers’ needs including specific sensors, data and power, mounting and securing of equipment,
    protective enclosures, wiring and control solutions







 


Study
Output


 


Specific
solution details will be provided as a result of this study:


 


Table
1. Parameters Being Evaluated During Feasibility Study


 


	Define
    mission scenarios
	 
	Determine
    correct OPT solution
	 	●	PB3/Multiple
    PB3
	 	●	PB3
    with Subsea Batteries
	 	●	Hybrid
    with Batteries (optional)
	 	 	 
	Mooring
	 	●	Determine
    preliminary mooring solution
	 	 	○	Based
    on soil, currents, wave activity
	 	 	○	Single
    leg/Three leg
	 	 	○	Moveable
    with Buoy
	 	 	 	 
	Deployment
	 	●	Preliminary
    transport plan
	 	●	Preliminary
    deployment plan
	 	●	Vessel
    type/Size/Quantity


 




    	 	 	Page 33 of 49



    	 	 	 



    



 


	Communications
	 
	 	●	Determine
    communications means
	 	●	Nearest
    cellular repeater
	 	●	Special
    requirements to support cellular including multiple antennas, masts or other elevation means
	 	●	Satcom
	 	●	Encryption
    and other data security requirements
	Payload
    
	 
	 	●	Specific
    payload high level design including proposed locations, mounting and enclosures, power requirements and high-level wiring
    solutions
	Operations
	 
	 	●	Preliminary
    Maintenance plan
	 	●	Monitoring
    solution


 


Study
Deliverables


 


The
specific deliverables include:


 


	 	1.	Feasibility
    Report which covers:
	 	 	a.	Details
    of baseline OPT proposed solution including:
	 	 	 	i.	Description
    of the mission scenarios
	 	 	 	ii.	Layout
    drawing of end-to-end solution
	 	 	 	iii.	Preliminary
    Mooring design
	 	 	 	iv.	Preliminary
    Communications plan
	 	 	 	v.	Preliminary
    Transport plan
	 	 	 	vi.	Preliminary
    Deployment plan
	 	 	 	vii.	Preliminary
    Operations and Maintenance plan
	 	 	 	viii.	Monitoring
    solution
	 	 	b.	List
    of Key Unknowns
	 	2.	Budgetary
    pricing for proposed solution
	 	 	The
    final report will be delivered in an Adobe PDF format to ACET’s authorized representative at the conclusion of the study.
    A sample Table of Contents is provided in Appendix 1.
	 	 	 	 	 
	 	 	All
    other project status reports will be submitted as agreed by both parties.


 


OPT
Project Management and Schedule


 


A
sixteen (16) week schedule is estimated for the Feasibility Study. This includes an estimated duration of four (4) weeks to collect
the necessary information from project partners and define the study requirements, plus ten (10) to twelve (12) weeks for OPT
to complete the study. This schedule will commence with a kickoff meeting, to be scheduled as soon as possible after contract
award and conducted via video conference between OPT, ACET, and NPS. The schedule is contingent upon close collaboration and timely
exchange of information during the discovery, requirements development, and design phases of the project.


 




    	 	 	Page 34 of 49



    	 	 	 



    


  


APPENDIX
1


 


Sample
Table of Contents


 


The
following is a representative Table of Contents (TOC) of the proposed Feasability Study.


 


	 	1.	Introduction
	 	 	1.1.	Executive
    Summary
	 	 	1.2.	Purpose
    of Study
	 	 	1.3.	Mission
    Scenario
	 	2.	System
    Solution
	 	 	2.1.	Site
    Details
	 	 	 	2.1.1.	Site
    Description
	 	 	 	2.1.2.	Power
    Generation
	 	 	 	2.1.3.	Power
    Consumption
	 	 	 	2.1.4.	End-To-End
    Solution with Equipment Interfaces
	 	 	2.2.	OPT
    System
	 	 	 	2.2.1.	PB3
    PowerBuoy®
	 	 	 	2.2.2.	Moorings
	 	 	 	 	2.2.2.1.	PB3
    Mooring Basics
	 	 	 	 	2.2.2.2.	Mooring
    Analysis
	 	 	 	 	2.2.2.3.	Site
    Specific Solution
	 	 	 	 	2.2.2.4.	Survival
    Loads and Safety Factors
	 	 	 	2.2.3.	Payload
    Equipment
	 	 	 	2.2.4.	Interfaces
    with Customer Equipment
	 	 	2.3.	Communications
	 	 	 	2.3.1.	Wireless
    Communications
	 	 	 	2.3.2.	Integration
    with AT&T to Define Communications Network Requirements
	 	3.	Installation
	 	 	3.1.	Transportation
    Plan
	 	 	3.2.	Deployment
    Methodology
	 	 	3.3.	Local
    Regulatory Requirements
	 	4.	Operation
    and Maintenance
	 	 	4.1.	Remote
    System Performance Monitoring
	 	 	4.2.	Recommended
    Preventative Maintenance
	 	5.	Risks
    and Unknowns
	 	6.	Appendices
	 	 	6.1.	Specification
    for Customer Payload Equipment and Interface with PB3
	 	 	6.2.	Budgetary
    Proposal and Schedule for Field Demonstration


 




    	 	 	Page 35 of 49



    	 	 	 



    







 


EXHIBIT
B


 


RELEVANT
PROVISIONS / FLOWDOWNS FROM ACET’S PRIME CONTRACT


 


Where
necessary to make all referenced clauses applicable to this Subcontract, the term “Government,” “Contracting
Officer” and equivalent terms shall mean Prime Contractor and the term “Contractor” shall mean “Subcontractor.”


 


FAR
and DFARS Clause Versions. Unless otherwise specified, the date of any Federal Acquisition Regulation (FAR) or Defense Federal
Acquisition Regulation Supplement (DFARS) clause incorporated by reference in this Subcontract is the version in effect as of
the Effective Date of the Subcontract.


 


This
contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon
request, the ACET will make the full text available.


 


SPECIAL
CONTRACT REQUIREMENTS


 


Additional
flow downs may be provided on an individual Task order basis.


 


CONTRACT
CLAUSES


 


	52.202-1
    	Definitions
    	 	NOV
    2013 
	52.203-3
    	Gratuities
    	 	APR
    1984 
	52.203-5

        52.203-6
	Covenant
                                         Against Contingent Fees

        Restrictions
        On Subcontractor Sales To The Government
	 	

        MAY
        2014

        SEP
        2006

	52.203-7
    	Anti-Kickback
    Procedures 	 	MAY
    2014 
	52.203-8
    	Cancellation,
    Rescission, and Recovery of Funds for Illegal or Improper Activity 	 	MAY
    2014 
	52.203-10
    	Price
    Or Fee Adjustment For Illegal Or Improper Activity 	 	MAY
    2014 
	52.203-12
    	Limitation
    On Payments To Influence Certain Federal Transactions 	 	OCT
    2010 
	52.203-13
    	Contractor
    Code of Business Ethics and Conduct 	 	OCT
    2015 
	52.203-14

        52.203-16
	Display
                                         of Hotline Poster(s)

        Preventing
        Personal Conflicts of Interest
	 	OCT
                                         2015

        DEC
        2011

	52.203-17
    	Contractor
    Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights 	 	APR
    2014 
	52.204-2
    	Security
    Requirements 	 	AUG
    1996 
	52.204-2
    Alt I 	Security
    Requirements (Aug 1996) - Alternate I 	 	APR
    1984 
	52.204-4
    	Printed
    or Copied Double-Sided on Postconsumer Fiber Content Paper 	 	MAY
    2011 
	52.204-9
    	Personal
    Identity Verification of Contractor Personnel	 	JAN
    2011 
	52.204-10
    	Reporting
    Executive Compensation and First-Tier Subcontract Awards	 	OCT
    2015 
	52.204-13
    	System
    for Award Management Maintenance	 	OCT
    2016 
	52.204-19
    	Incorporation
    by Reference of Representations and Certifications.	 	DEC
    2014 
	52.204-23
    	Prohibition
    on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities.	 	JUL
    2018 
	52.207-5
    	Option
    To Purchase Equipment	 	FEB
    1995 
	52.209-6
    	Protecting
                                         the Government’s Interest When Subcontracting With Contractors

        Debarred,
        Suspended, or Proposed for Debarment
	 	OCT
    2015 
	52.209-9
    	Updates
    of Publicly Available Information Regarding Responsibility Matters	 	JUL
    2013 
	52.209-10
    	Prohibition
    on Contracting With Inverted Domestic Corporations	 	NOV
    2015 
	52.210-1
    	Market
    Research	 	APR
    2011 
	52.211-15
    	Defense
    Priority And Allocation Requirements	 	APR
    2008 





 




    	 	 	Page 36 of 49



    	 	 	 



    

 





	52.215-2
    	Audit
    and Records—Negotiation 	 	OCT
    2010 
	52.215-2
    Alt II 	Audit
    and Records—Negotiation (Oct 2010) - Alternate II	 	AUG
    2016 
	52.215-8
    	Order
    of Precedence—Uniform Contract Format	 	OCT
    1997 
	52.215-11
    	Price
    Reduction for Defective Certified Cost or Pricing Data—Modifications	 	AUG
    2011 
	52.215-13
    	Subcontractor
    Certified Cost or Pricing Data—Modifications	 	OCT
    2010 
	52.215-14
    	Integrity
    of Unit Prices 	 	OCT
    2010 
	52.215-15
    	Pension
    Adjustments and Asset Reversions	 	OCT
    2010 
	52.215-16
    	Facilities
    Capital Cost of Money	 	JUN
    2003 
	52.215-18
    	Reversion
    or Adjustment of Plans for Postretirement Benefits (PRB) Other than Pensions	 	JUL
    2005 
	52.215-19
    	Notification
    of Ownership Changes	 	OCT
    1997 
	52.215-21
    	Requirements
                                         for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data
                                         — Modifications
	 	OCT
    2010 
	52.215-21
    Alt II 	Requirements
                                         for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data
                                         — Modifications (Oct 2010) - Alternate II
	 	OCT
    1997 
	52.215-21
    Alt III 	Requirements
                                         for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data
                                         — Modifications (Oct 2010) - Alternate III
	 	OCT
    1997 
	52.215-21
    Alt IV 	Requirements
                                         for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data
                                         — Modifications (Oct 2010) - Alternate IV
	 	OCT
    2010 
	52.215-23
    	Limitations
    on Pass-Through Charges 	 	OCT
    2009 
	52.216-7
    Alt II 	Allowable
    Cost and Payment (Jun 2013) - Alternate II	 	AUG
    2012 
	52.216-8
    	Fixed
    Fee 	 	JUN
    2011 
	52.216-22

        

        52.219-4
	Indefinite
                                         Quantity

        

        Notice
        of Price Evaluation Preference for HUBZone Small Business Concerns
	 	OCT
                                         1995

        OCT
        2014

	52.219-6
    	Notice
    Of Total Small Business Set-Aside	 	NOV
    2011 
	52.219-7
    	Notice
    of Partial Small Business Set-Aside	 	JUN
    2003 
	52.219-8
    	Utilization
    of Small Business Concerns	 	OCT
    2014 
	52.219-9
    Alt II 	Small
    Business Subcontracting Plan (JAN 2017) Alternate II	 	NOV
    2016 
	52.219-13
    	Notice
    of Set-Aside of Orders	 	NOV
    2011 
	52.219-14
    	Limitations
    On Subcontracting 	 	NOV
    2011 
	52.219-16
    	Liquidated
    Damages-Subcontracting Plan	 	JAN
    1999 
	52.219-28
    	Post-Award
    Small Business Program Representation	 	JUL
    2013 
	52.219-30
    	Notice
    of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business
    Program	 	DEC
    2015 
	52.222-1
    	Notice
    To The Government Of Labor Disputes	 	FEB
    1997 
	52.222-20
    	Contracts
    for Materials, Supplies, Articles, and Equipment Exceeding $15,000	 	MAY
    2014 
	52.222-21
    	Prohibition
    Of Segregated Facilities	 	APR
    2015 
	52.222-26
    	Equal
    Opportunity	 	SEP
    2016 
	52.222-29
    	Notification
    Of Visa Denial	 	APR
    2015 
	52.222-35
    	Equal
    Opportunity for Veterans	 	OCT
    2015 
	52.222-36
    	Equal
    Opportunity for Workers with Disabilities	 	JUL
    2014 
	52.222-37
    	Employment
    Reports on Veterans	 	FEB
    2016 
	52.222-50
    	Combating
    Trafficking in Persons	 	MAR
    2015 
	52.222-54
    	Employment
    Eligibility Verification	 	OCT
    2015 
	52.223-5
    	Pollution
    Prevention and Right-to-Know Information	 	MAY
    2011 
	52.223-6
    	Drug-Free
    Workplace 	 	MAY
    2001 
	52.223-11
    	Ozone-Depleting
    Substances and High Global Warming Potential Hydrofluorocarbons.	 	JUN
    2016 
	52.223-15
    	Energy
    Efficiency in Energy-Consuming Products	 	DEC
    2007 
	52.223-16
    	Acquisition
    of EPEAT (R) - Registered Personal Computer Products	 	OCT
    2015 


 




    	 	 	Page 37 of 49



    	 	 	 



    

 


	52.223-17
    	Affirmative
    Procurement of EPA-Designated Items in Service and Construction Contracts 	 	MAY
    2008 
	52.223-18
    	Encouraging
    Contractor Policies To Ban Text Messaging While Driving 	 	AUG
    2011 
	52.223-19
    	Compliance
    with Environmental Management Systems 	 	MAY
    2011 
	52.224-3
    	Privacy
    Training 	 	JAN
    2017 
	52.225-13
    	Restrictions
    on Certain Foreign Purchases 	 	JUN
    2008 
	52.227-1
    	Authorization
    and Consent 	 	DEC
    2007 
	52.227-1
    Alt I 	Authorization
    And Consent (Dec 2007) - Alternate I 	 	APR
    1984 
	52.227-2
    	Notice
    And Assistance Regarding Patent And Copyright Infringement 	 	DEC
    2007 
	52.227-3
    	Patent
    Indemnity 	 	APR
    1984 
	52.227-3
    Alt I 	Patent
    Indemnity (Apr 1984) - Alternate I 	 	APR
    1984 
	52.227-10
    	Filing
    Of Patent Applications—Classified Subject Matter 	 	DEC
    2007 
	52.227-11
    	Patent
    Rights—Ownership By The Contractor 	 	MAY
    2014 
	52.228-3

        52.232-2
	Workers
                                         Compensation Insurance (Defense Base Act)

        Payments
        under Fixed Price Research and Development Contracts
	 	JUL
                                         2014

        APR
        1984

	52.232-9
    	Limitation
    On Withholding Of Payments 	 	APR
    1984 
	52.232-11
    	Extras
    	 	APR
    1984 
	52.232-17
    	Interest
    	 	MAY
    2014 
	52.232-18
    	Availability
    Of Funds 	 	APR
    1984 
	52.232-20
    	Limitation
    Of Cost 	 	APR
    1984 
	52.232-22
    	Limitation
    Of Funds 	 	APR
    1984 
	52.232-23
    	Assignment
    Of Claims 	 	MAY
    2014 
	52.232-25
    	Prompt
    Payment 	 	JUL
    2013 
	52.232-33
    	Payment
    by Electronic Funds Transfer—System for Award Management 	 	JUL
    2013 
	52.232-39
    	Unenforceability
    of Unauthorized Obligations 	 	JUN
    2013 
	52.232-40
    	Providing
    Accelerated Payments to Small Business Subcontractors 	 	DEC
    2013 
	52.233-1
    	Disputes
    	 	MAY
    2014 
	52.233-3
    	Protest
    After Award 	 	AUG
    1996 
	52.233-3
    Alt I 	Protest
    After Award (Aug 1996) - Alternate I 	 	JUN
    1985 
	52.233-4
    	Applicable
    Law for Breach of Contract Claim 	 	OCT
    2004 
	52.237-2
    	Protection
    Of Government Buildings, Equipment, And Vegetation 	 	APR
    1984 
	52.237-3
    	Continuity
    Of Services 	 	JAN
    1991 
	52.239-1
    	Privacy
    or Security Safeguards 	 	AUG
    1996 
	52.242-1
    	Notice
    of Intent to Disallow Costs 	 	APR
    1984 
	52.242-3
    	Penalties
    for Unallowable Costs 	 	MAY
    2014 
	52.242-4
    	Certification
    of Final Indirect Costs 	 	JAN
    1997 
	52.242-13
    	Bankruptcy
    	 	JUL
    1995 
	52.243-1
    Alt I 	Changes—Fixed
    Price (Aug 1987) - Alternate I 	 	APR
    1984 
	52.243-2
    	Changes—Cost-Reimbursement
    	 	AUG
    1987 
	52.243-2
    Alt II 	Changes—Cost
    Reimbursement (Aug 1987) - Alternate II 	 	APR
    1984 
	52.243-2
    Alt V 	Changes—Cost-Reimbursement
    (Aug 1987) - Alternate V 	 	APR
    1984 
	52.243-6
    	Change
    Order Accounting 	 	APR
    1984 
	52.244-2
    	Subcontracts
    	 	OCT
    2010 
	52.244-5
    	Competition
    In Subcontracting 	 	DEC
    1996 
	52.244-6
    	Subcontracts
    for Commercial Items 	 	SEP
    2016 
	52.245-1
    	Government
    Property 	 	APR
    2012 
	52.245-1
    Alt II 	Government
    Property (Apr 2012) Alternate II 	 	APR
    2012 
	52.245-2
    Alt II (Dev) 	Government
    Property (Fixed-Price Contracts) June 2003 Alternate II Deviation 	 	JUN
    2003 
	52.245-9
    	Use
    And Charges 	 	APR
    2012 


 




    	 	 	Page 38 of 49



    	 	 	 



    

 





	52.246-23
    	Limitation
    Of Liability 	 	FEB
    1997 
	52.246-25
    	Limitation
    Of Liability—Services 	 	FEB
    1997 
	52.249-4
    	Termination
    For Convenience Of The Government (Services) (Short Form) 	 	APR
    1984 
	52.249-6
    	Termination
    (Cost Reimbursement) 	 	MAY
    2004 
	52.249-6
    Alt V 	Termination
    (Cost Reimbursement) (May 2004) - Alternate V 	 	SEP
    1996 
	52.249-8
    	Default
    (Fixed-Price Supply & Service) 	 	APR
    1984 
	52.249-9
    	Default
    (Fixed-Priced Research And Development) 	 	APR
    1984 
	52.249-14
    	Excusable
    Delays 	 	APR
    1984 
	52.251-1
    	Government
    Supply Sources 	 	APR
    2012 
	52.253-1
    	Computer
    Generated Forms 	 	JAN
    1991 
	252.201-7000
    	Contracting
    Officer’s Representative 	 	DEC
    1991 
	252.203-7000
    	Requirements
    Relating to Compensation of Former DoD Officials 	 	SEP
    2011 
	252.203-7001
    	Prohibition
    On Persons Convicted of Fraud or Other Defense-Contract-Related Felonies 	 	DEC
    2008 
	252.203-7002
    	Requirement
    to Inform Employees of Whistleblower Rights 	 	SEP
    2013 
	252.203-7003
    	Agency
    Office of the Inspector General 	 	DEC
    2012 
	252.204-7000
    	Disclosure
    Of Information 	 	AUG
    2013 
	252.204-7002
    	Payment
    For Subline Items Not Separately Priced 	 	DEC
    1991 
	252.204-7003
    	Control
    Of Government Personnel Work Product 	 	APR
    1992 
	252.204-7005
    	Oral
    Attestation of Security Responsibilities 	 	NOV
    2001 
	252.204-7006
    	Billing
    Instructions 	 	OCT
    2005 
	252.204-7012
    	Safeguarding
    Covered Defense Information and Cyber Incident Reporting 	 	OCT
    2016 
	252.205-7000
    	Provision
    Of Information To Cooperative Agreement Holders 	 	DEC
    1991 
	252.211-7003

        

         

        252.211-7007

        252.215-7000

        

         

        252.215-7002
	Item
                                         Unique Identification and Valuation

        Pricing
        Adjustments

        Reporting
        of Government-Furnished Property

        Cost
        Estimating System

        Cost
        Estimating System Requirements
	 	MAR
                                         2016

        

         

        DEC
        2012

        AUG
        2012

        

         

        DEC
        2012

	252.219-7003

        
	Small
    Business Subcontracting Plan (DOD Contracts)—Basic 	 	MAR
    2016 
	252.223-7006
    	Prohibition
    On Storage, Treatment, and Disposal of Toxic or Hazardous Materials 	 	SEP
    2014 
	252.225-7001
    	Buy
    American And Balance Of Payments Program— Basic (Aug 2016) 	 	AUG
    2016 
	252.225-7002
    	Qualifying
    Country Sources As Subcontractors 	 	AUG
    2016 
	252.225-7004
    	Report
    of Intended Performance Outside the United States and Canada—Submission after Award 	 	OCT
    2015 
	252.225-7012
    	Preference
    For Certain Domestic Commodities 	 	AUG
    2016 
	252.225-7013
    	Duty-Free
    Entry—Basic (May 2016) 	 	MAY
    2016 
	252.225-7021
    	Trade
    Agreements—Basic 	 	SEP
    2016 
	252.225-7040
    	Contractor
    Personnel Supporting U.S. Armed Forces Deployed Outside the United States 	 	OCT
    2015 
	252.225-7041
    	Correspondence
    in English 	 	JUN
    1997 
	252.225-7043
    	Antiterrorism/Force
    Protection Policy for Defense Contractors Outside the United States 	 	JUN
    2015 
	252.225-7048

        252.225-7979
        (Dev)
	Export-Controlled
                                         Items

        Additional
        Access to Contractor and Subcontractor Records in the United States Central Command Theater of Operations (DEVIATION 2018-O0008) 
	 	JUN
                                         2013

        DEC
        2017



 




    	 	 	Page 39 of 49



    	 	 	 



    

 





	252.225-7995
                                         (Dev)

        

        252.225-7995
        (Dev)

         

         

        252.225-7997
        (Dev)

        

        252.226-7001
	Prohibition
                                         on Providing Funds to the Enemy (Deviation 2015-O0016)

        

        Contractor
        Personnel Performing in the United States Central Command Area of Responsibility (Deviation 2017-O0004)

         

        Contractor
        Demobilization (Deviation 2013-O0017)

        

        Utilization
        of Indian Organizations and Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns
	 	SEP
                                         2015

        

        

        SEP
        2017

         

        

         

        AUG
        2013

        

        SEP
        2004

	252.227-7000
    	Non-estoppel
    	 	OCT
    1966 
	252.227-7013
    	Rights
    in Technical Data—Noncommercial Items 	 	FEB
    2014 
	252.227-7014
    	Rights
    in Noncommercial Computer Software and Noncommercial Computer Software Documentation 	 	FEB
    2014 
	252.227-7015
    	Technical
    Data—Commercial Items 	 	FEB
    2014 
	252.227-7016
    	Rights
    in Bid or Proposal Information 	 	JAN
    2011 
	252.227-7019
    	Validation
    of Asserted Restrictions—Computer Software 	 	SEP
    2016 
	252.227-7020
    	Rights
    In Special Works 	 	JUN
    1995 
	252.227-7025
    	Limitations
    on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends 	 	MAY
    2013 
	252.227-7026
    	Deferred
    Delivery Of Technical Data Or Computer Software 	 	APR
    1988 
	252.227-7027
    	Deferred
    Ordering Of Technical Data Or Computer Software 	 	APR
    1988 
	252.227-7030
    	Technical
    Data—Withholding Of Payment 	 	MAR
    2000 
	252.227-7037
    	Validation
    of Restrictive Markings on Technical Data 	 	SEP
    2016 
	252.227-7038
    	Patent
    Rights—Ownership by the Contractor (Large Business) 	 	JUN
    2012 
	252.227-7039
    	Patents—Reporting
    Of Subject Inventions 	 	APR
    1990 
	252.228-7001
    	Ground
    And Flight Risk 	 	JUN
    2010 
	252.231-7000
    	Supplemental
    Cost Principles 	 	DEC
    1991 
	252.232-7003
    	Electronic
    Submission of Payment Requests and Receiving Reports 	 	JUN
    2012 
	252.232-7007
    	Limitation
    Of Government’s Obligation 	 	APR
    2014 
	252.232-7010
    	Levies
    on Contract Payments 	 	DEC
    2006 
	252.232-7011
    	Payments
    in Support of Emergencies and Contingency Operations 	 	MAY
    2013 
	252.239-7001
    	Information
    Assurance Contractor Training and Certification 	 	JAN
    2008 
	252.239-7018
    	Supply
    Chain Risk 	 	OCT
    2015 
	252.242-7006
    	Accounting
    System Administration 	 	FEB
    2012 
	252.243-7001
    	Pricing
    Of Contract Modifications 	 	DEC
    1991 
	252.243-7002
    	Requests
    for Equitable Adjustment 	 	DEC
    2012 
	252.244-7001
    	Contractor
    Purchasing System Administration 	 	MAY
    2014 
	252.245-7000
    	Government-Furnished
    Mapping, Charting, and Geodesy Property 	 	APR
    2012 
	252.245-7001
    	Tagging,
    Labeling, and Marking of Government-Furnished Property 	 	APR
    2012 
	252.245-7002
    	Reporting
    Loss of Government Property 	 	APR
    2012 
	252.245-7003
    	Contractor
    Property Management System Administration 	 	APR
    2012 
	252.245-7004
    	Reporting,
    Reutilization, and Disposal 	 	SEP
    2016 
	252.246-7001
    	Warranty
    Of Data 	 	MAR
    2014 
	252.247-7023
    	Transportation
    of Supplies by Sea 	 	APR
    2014 
	252.247-7024
    	Notification
    Of Transportation Of Supplies By Sea 	 	MAR
    2000 


 




    	 	 	Page 40 of 49



    	 	 	 



    

 


EXHIBIT
C


 


Pricing,
Payment Schedule, Subcontractor Labor Categories


 


Payment
shall be made in accordance with following billing milestones:


 


	Milestone	 	Description	 	Deliverable	 	Estimated
    Date	 	Value
	Phase
                                         1 – Define Requirements
	 	Meet
    with ACET and NPS/SLAMR team members to define mission requirements and validate study scope	 	Project
    Management Plan (PMP)	 	4
    weeks ARO	 	25%
	Phase
    2 – Engineering & Analysis	 	Detailed
    engineering work to de- velop overall system configura- tion and specifications to meet requirements defined in Phase 1	 	Project
    Management Review (PMR) Slides	 	12
    weeks ARO	 	25%
	Phase
    3 – Final Report	 	Final
    report detailing findings in Phase 2, including detailed tech- nical specification, budgetary cost estimate, and operational
    overview	 	Final
    Technical Report	 	16
    weeks ARO	 	50%


 


*Subcontractor
shall not exceed nor shall ACET reimburse above the funded amount of $52,500.00 unless by written modification to the subcontract.


 


No
charges for performance will be allowed beyond the funded amount.


 


	 	The
    firm fixed price for this work scope is $52,500.00. Payment will be made according to the above breakdown upon successful
    and accepted performance.
	 	 
	 	This
    firm fixed price includes all labor (engineering and project services), overheads, and taxes applicable to complete the proposed
    work. Pricing and schedule assume that the information required for the feasibility study will be provided in a timely manner.
    Specific data will be required based on discussions occurring during the kickoff meeting and in the initial period of the
    feasibility study.


 




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SUBCONTRACTOR
LABOR CATEGORIES


 


Minimum
Qualifications for Personnel


 


See
Section I.10. Personnel proposed to perform under this Subcontract shall comply at all times with the labor category requirements
set forth in Section I.10.


 


	Administrative
    Assistant 	Includes
    clerical personnel, administrative services personnel, and technical publications personnel. Performs administrative duties
    in a staff activity. Performs specialized assignments relating to typing, word processing, graphics illustration using computers
    with very little direction. Performs a variety of support services such as operation of reproduction equipment to produce
    large volumes of documents, courier service and mail service, etc. Maintains personnel and other files; prepares correspondence,
    schedules and coordinates travel. Assists in the preparation of documents and supports the development of contract deliverables
    and reports. Responsible for integrating the graphics generated with automated tools and the deliverable documents.
	 	 
	Architecture
    Analyst 	Analyze,
    design, evaluate, and plan the Business Architecture & Information Technology Systems Architecture in order to optimize
    the enterprise information technology architecture. This includes in depth knowledge of the enterprise, logic, systems, programming,
    and components; and a broad range of knowledge across the agency business, data, technology, applications and organizational
    views. Provides technical assistance to agency information technology staff. This includes existing and new technology in
    all areas of information technology such as platform, operations, network, applications and security. Works with the CIO,
    IT Managers and Project Managers to ensure the architecture as a whole is appropriately linked, being leveraged to maximum
    benefit and ready for future development.
	 	 
	Associate/Professional
    	Directly
    or indirectly responsible for the application of complex and advanced scientific theories, concepts, principles, and processes.
    Recognized within the company and the technical community as an authority in one or more scientific disciplines. Typically
    assists or publishes professional and scientific papers and patents. Develops advanced concepts, techniques, and standards.
    Develops new applications based on professional principles and theories. Works directly with senior personnel, program managers,
    and external organizations in the planning, oversight, execution, and evaluation of multiple complex technical and scientific
    solutions. Maintains a liaison role with staff and customers, and acts independently on issues within his/her field of expertise.
    
	 	 
	Chief
    Scientist 	Performs
    the functions of a technical expert in the relevant scientific field in the support of major programs or system development.
    Applies scientific expertise in defining and resolving system issues, performing analysis and developing plans and requirements
    in the subject-matter area for complex systems. Coordinates and manages the preparation of analyses, evaluations, and recommendations
    for proper implementation of programs and systems.
	 	 
	Computer
    Security Systems Analyst/Specialist 	Analyzes
    and defines Information Assurance security requirements for Multiple Security Levels (MSL) systems and non-MLS systems. Designs,
    develops, engineers, and implements solutions to MLS and non-MLS requirements. Gathers and organizes technical information
    about an organization’s missions, goals, and requirements, existing security products, and ongoing programs in the Information
    Assurance arena.


 




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	Computer
    Security Systems Engineer 	Performs
    a variety of routine project tasks applied to specialized technology problems. Tasks involve integration of electronic processes
    or methodologies to resolve total system problems, or technology problems as they relate to Information Assurance requirements.
    Conducts security assessments and security consulting services. Analyzes information security requirements. 
	 	 
	Contract
    Specialist 	Analyzes
    business practices and market conditions to evaluate bid responsiveness, conducts baisc procurement procedures and techniques.
    Presents factual information; composes memoranda, minutes and reports; and drafts contract provisions and supporting documents.
    Solicits sources of supply and analyzes prices, discount rates, delivery dates, transportation charges, previous performance,
    commitments and indications of financial responsibility and recommends the most advantageous offer.
	 	 
	Cost
    Analyst 	Performs
    Functional Economic Analysis (FEA) to evaluate the costs of alternative ways to accomplish functional objectives. Provides
    cost estimating and financial management support, including all activities that occur during the life cycle of a program.
    Presents plans, recommendations, analyses, and other advice within a broad functional area to customers, site managers, and
    all employee levels within the project. Prepares studies, plans, and analyses in support of the delivery order.
	 	 
	Data/Configuration
    Management Specialist 	Supports
    configuration management planning. Describes provisions for configuration identification, change control, configuration status
    accounting, and configuration audits. Supports configuration planning. Identifies and maintains the original configuration
    of requirements documentation, design documentation, software, and related documentation. Responsible for configuration change
    control. Supports the change process so that only approved and validated changes are incorporated into product documents and
    related software. Responsible for configuration status accounting. Tracks all problems and changes in product documents and
    software and reports changes and current configuration. Responsible for configuration audits. Supports audits to verify that
    requirements of all baselines have been met.
	 	 
	Database
    Manager/Administrator 	Performs
    one or more of the following tasks in support of computer database administration: architects, designs, oversee the development
    of, or administers computerized databases, installs the applicable databases onto the appropriate computer operating systems,
    creates databases, configure databases (for a data warehousing application), use import utilities to install databases. Includes
    creation of Indexes, Clusters, Snapshots, Views, and other database objects, as well as, management of Rollback Segments,
    Data File Size, and all the other aspects related to the performance tuning of databases. Write code for update queries, update
    data dictionaries as new fields are added to the database, and maintain a data correction log. Create and maintain data correction
    logs that identify the date the correction that was performed, tables and fields effected, submission effected, error code
    effected, and other pertinent metadata. Expand and update the data dictionary for the database and any related applications.


 




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	Documentation
    Specialist 	Is
    responsible for preparing and/or maintaining systems, programming and operations documentation, procedures and methods, including
    user manuals, reference manuals, etc. Maintains a current internal documentation library. Provides or coordinates special
    documentation services as required. Competent to work at the highest level of all phases of documentation. Gathers, analyzes,
    and composes technical information. Conducts research and ensure the use of proper technical terminology. Translates technical
    information into clear, readable documents to be used by technical and non-technical personnel.
	 	 
	Engineer
    	Provides
    engineering, technical, and managerial direction for problem definition, analysis, requirement development and implementation
    for complex systems in the engineering discipline required to meet technical requirements. Makes recommendations and advises
    on system development, improvements, optimization, or support efforts. Performs risk assessments and analysis employing modeling
    and simulation techniques.
	 	 
	Functional
    Expert Consultant 	Recognized
    for strong expertise in industry issues and trends. Utilize functional area expertise gained through direct industry experience
    to assess the operational and functional baseline of an organization and its organizational components. Uses in-depth consultative
    skills and business knowledge based on accumulated experience and education aligned to practice business objectives and processes.
    Work with senior managers and executives to provide industry vision and strategic direction with regard to their enterprise.
    Guide the determination of information technology inadequacies and/or deficiencies that affect the functional area’s
    ability to support/meet organizational goals. Generate functional area strategies for enhanced IT operations in a cross-functional
    area mode throughout the organization. Participate in account strategy sessions, strategic assessments and design reviews
    to validate enterprise approach and associated work products.
	 	 
	Graphics
    Specialist 	Prepares
    presentation graphics and supports the development of contract deliverables and reports by developing and updating graphic
    presentations to improve the quality and enhance the usability of these documents. Responsible for integrating the graphics
    generated with automated tools and the deliverable documents. Responsible for graphics design and use, operation and setup
    of computer graphic systems. Executes graphic projects and assists in coordination of all graphic production scheduling; coordinates
    production support with outside vendors, as needed. Ensures that graphic projects are completed on time, within budget and
    to user’s satisfaction. Interfaces with users to determine scope of project and best graphic medium. Works on complex
    projects independently and has thorough knowledge of graphics systems and graphics application packages including: desk top
    publishing, CAD, GIS, design packages, HTML, multimedia and other graphics applications. 


 




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	Information
    Assurance Engineer 	Establishes
    and satisfies complex system-wide information security requirements based upon the analysis of user, policy, regulatory, and
    resource demands. Supports customers at the highest levels in the development and implementation of doctrine and policies.
    Applies expertise to government and commercial common user systems, as well as to dedicated special purpose systems requiring
    specialized security features and procedures. Examples could include command and control-related networks.
	 	 
	Information
    Assurance Specialist 	Identifies
    security risks, threats and vulnerabilities of networks, systems, applications and new technology initiatives. Develops, tests,
    and operates firewalls, intrusion detection systems, enterprise anti-virus systems and software deployment tools. Tests and
    debugs programs and scripts and prepares instruction for use during network exploitation activities. Applies knowledge of
    current IA policy, tactics, techniques, policy, and doctrine, and relationship to IA reporting requirements and structure.
    Assists in the planning and implementation of requirements.
	 	 
	Logistics
    Specialist 	Prepares
    logistics support documentation and source data, such as logistics operational management/user documents, integrated logistics
    support plans, user logistics support summaries, post-production support plans, and logistics implementation plans. Implements
    logistics plans, databases, and support files to support the fielding of new complex information systems or major modifications.
    Applies logistics principles and methods to specialized logistics solutions. Performs logistics database management functions.
    Performs logistics inventories and related logistics functions. Works independently and leads the implementation of logistics
    discipline.
	 	 
	Management
    Analyst 	Develops,
    analyzes, evaluates, advises on, and/or improves the effectiveness of work methods and procedures, organizations, manpower
    utilization, distribution of work assignments, delegations of authority, management controls, information and documentation
    systems, and similar functions of management.
	 	 
	Materials
    Engineer 	Evaluate
    materials and develop machinery and processes to manufacture materials for use in products that must meet specialized design
    and performance specifications. Develop new uses for known materials or works with metals, composite materials, ceramic, glass,
    plastics, polymers, semiconductors, naturally occurring materials and combination of materials or composites to create new
    materials that meet certain mechanical, electrical, and chemical requirements. 
	 	 
	Modeling
    and Simulation Specialist 	Expert
    in modeling and simulation functions or operations such as, but not limited to exercises, plans, coordination, demonstrations,
    and instruction in the fields such as, but not limited to health, environmental, transportation, law enforcement, military,
    and civil agencies. Provides supervision and guidance on the proper operation and use of simulation models and exercises.
    May support live, constructive, or virtual training.


 




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	Networks
    Engineer 	Demonstrated
    capability in one or more of the Information Technology core areas; Computer System Engineering; Computer System Services;
    Data Management Services; Modeling, Analysis and Simulation; Professional Support Services; Test, Analysis and Evaluation;
    and Systems Integration. Experience in systems development, analysis or design. Requires competence in all phases of system
    analysis techniques, system design concepts, computer programming languages and the ability to work with end users to develop
    system designs from end users specifications.
	 	 
	Networks
    Information Assurance Test Engineer 	Review
    and evaluate System Security Plans (SSPs), System Security Authorization Agreements (SSAAs), systems and networks diagrams,
    Security Requirements Traceability Matrices (SRTMs), Risk Assessments, and associated Information Systems (IS) Certification
    and Accreditation (C&*A) documents in accordance with Department of Defense (DoD), Intelligence Community (IC), National
    and Agency standards; observe, evaluate, and document IS security certification testing and prepare Security Certification
    Test Reports (SCTRs) with findings and recommendations regarding systems; Approval To Operate (ATO). Inspect systems, networks,
    sites for compliance to InfoSec standards and policies. Additional duties include producing periodic progress reports, preparing
    various forms of correspondence concerning deficiencies and statuses of SSPs/SSAAs, maintaining and reporting statistics on
    personal C&A efforts. Knowledge of DoD, IC, and National Security Policies, Regulations, Directives, and Instructions.
	 	 
	Program
    Analyst/Manager 	Serves
    as the contractor’s single contract manager, and shall be the contractor’s authorized interface with the Government
    Contracting Officer (CO), the contract level Contracting Officer’s Representative (COR), government management personnel
    and customer agency representatives. Develops, analyses, evaluates, advises on, and/or improves the effectiveness of work
    methods and procedures, organizations, manpower utiliztion, distribution of work assignments, delegations of authority, management
    controls, information and documentation systems, and similar functions of management. Responsible for formulating and enforcing
    work standards, assigning contractor schedules, reviewing work discrepancies, supervising contractor personnel and communicating
    policies, purposes, and goals of the organizaiton to subordinates. Shall be responsible for the overall contract performance
    and shall not serve in any other capacity under this contract.
	 	 
	Project
    Control Specialist 	Analyze
    program to determine requirements. Track program process and control. Analyze the impact or potential impact of missed or
    inadequate deliverable on program accomplishment. Develop and present reports on analysis findings. Draft program documentation
    to support activities to higher-level management. Review and track performance metrics.
	 	 
	Project
    Manager 	Responsible
    for the overall management of the specific task order(s) and insuring that the technical/financial solutions and schedules
    in the specific delivery orders are implemented in a timely manner. Organizes, directs and coordinates the planning and production
    of all activities associated with assigned delivery order projects. Demonstrates competent writing and oral communication
    skills. Ensures quality products and services are delivered.


 




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	Quality
    Assurance 	Directs
    quality assurance operations. Develops and controls quality programs. Determines the resources required for quality control.
    Establishes and maintains a process for evaluating software and associated documentation. Conducts formal and informal reviews
    at pre-determined points throughout the development life cycle. Monitors conformance with QA standards and procedures and
    maintains the level of quality throughout the life cycle of the DS TAT requirement. Conducts quality assurance training for
    employees. Suggests methods for improving product quality, design, or processes.
	 	 
	Quality
    Assurance Manager 	Directs
    quality assurance operations. Develops and controls quality programs. Monitors conformance with QA standards and procedures.
    Conducts quality assurance training for employees. Suggests methods for improving product quality, design, or processes. 
	 	 
	Quality
    Assurance Specialist 	Establishes
    and maintains a process for evaluating software and associated documentation. Determines the resources required for quality
    control. Maintains the level of quality throughout the software life cycle. Conducts formal and informal reviews at pre-determined
    points throughout the development life cycle.
	 	 
	Research
    Analyst/Assistants 	Formulates/defines
    research and development scope and objectives for assigned projects. Devises or modifies procedures to solve complex problems
    considering Defense systems capacity and limitations, operating time and form of desired results. Prepares detailed specifications
    from which research programs will be written. Responsible for program design, testing, and documentation. Has full technical
    knowledge of all phases of research application analysis and programming. Has good understanding of research analysis techniques
    and ability to apply them. 
	 	 
	Research
    Engineer 	Applies
    their expertise and knowledge to technical projects, finding innovative, cost-effective means to improve research, techniques,
    procedures, and/or products and technologies. Provides research engineering, technical, and managerial direction for problem
    definition, analysis, requirement development and implementation for complex systems in the engineering discipline. Responsibilites
    include developing, conducting and evaluating new approaches to meet technical requirements faster and more efficiently. Makes
    recommendations and advises on research development, improvements, optimization, or support efforts. Performs risk assessments
    and innovative use of new research concepts or improved techniques and procedures.
	 	 
	Research
    Scientist 	Develop
    and implement new research objectives, establish project priorities, define methods of approach and execute the study. Provide
    scientific conclusions and interpretations. Responsible for innovative use of scientific research concepts, principles, and
    practices and contributes to advanced methods and techniques on Technical Area Tasks. Has expertise an outstanding knowledge
    and competence in one or more specific technical focus areas. 
	 	 
	Security
    Administrator 	Performs
    administration functions related to operating a secured facility, including classified document control, publication distribution,
    classification management and processing, coordination with Government Task Manger’s and the Contractor’s Program
    Manager. Provides audit support during the development of software and hardware. Conducts preliminary reviews of computer
    use and makes recommendations to management personnel regarding security needs for effective operations. Monitor physical
    security for conformance to government requirements.


 




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	Software
    Engineer 	Performs
    a variety of systematic, disciplined, and quantifiable approaches to the development, operation, and maintenance of software,
    encompassing techniques and procedures often regulated by a software development process with the purpose of improving the
    reliability and maintainability of software systems. Establishes software information and engineering requirements which is
    necessitated by the potential complexity of those software systems, which may contain millions of lines of code. Applies the
    discipline of software engineering for specific technical problems and procedures, including knowledge, tools, and methods
    for software requirements, software design, software construction, software testing, and software maintenance tasks. Relates
    the disciplines of software engineering to the disciplines of computer science, computer engineering, management, mathematics,
    project management, quality management, software ergonomics, and systems engineering.
	 	 
	Subject
    Matter Expert 	Provides
    extremely high level subject matter expertise for work described in the task. Provides advanced technical knowledge and analysis
    of highly specialized applications and operational environment, high-level functional systems analysis, design, integration,
    documentation, training, and implementation advice on complex problems which require doctorate level knowledge of the subject
    matter for effective implementation. Applies principles, methods, and knowledge of specific functional areas of expertise
    to specific task order requirements. Provides advice on esoteric problems which require extensive knowledge of the subject
    matter. Designs and prepares technical reports, studies, and related documentation, makes charts and graphs to record results,
    prepares and delivers presentations, training, and briefings as required by the task order.
	 	 
	Systems
    Analyst 	Formulates/defines
    system scope and objectives for assigned projects. Devises or modifies procedures to solve complex problems considering computer
    equipment capacity and limitations, operating time and form of desired results. Prepares detailed specifications from which
    programs will be written. Responsible for program design, coding, testing, debugging and documentation. Has full technical
    knowledge of all phases of applications systems analysis and programming. Has good understanding of the business or function
    for which applications is designed. 
	 	 
	Systems
    Architect 	Establishes
    system information requirements using analysis of the information engineer(s) in the development of enterprise-wide or large-scale
    information systems. Designs architecture to include the software, hardware, and communications to support the total requirements
    as well as provide for present and future cross-functional requirements and interfaces. Ensures these systems are compatible
    and in compliance with the standards for open systems architectures, the Open Systems Interconnection (OSI) and International
    Standards Organization (ISO) reference models, and profiles of standards - such as Institute of Electrical and Electronic
    Engineers (IEEE) Open Systems Environment (OSE) reference model - as they apply to the implementation and specification of
    Information Management (IM) solution of the application platform, across the application program interface (API), and the
    external environment/software application. Ensures that the common operating environment is TAFIM compliant. Evaluates analytically
    and systematically problems of workflows, organization, and planning and develops appropriate corrective action. 


 




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	Systems
    Engineer 	Performs
    a variety of complex project tasks applied to specialized technology problems. Tasks involve integration of electronic processes
    or methodologies to resolve total system problems or technology problems. Applies analytical and systematic approaches in
    the resolution of problems of work flow, organization, and planning. Directs and assists system engineers in the application
    of system engineering principles to the solution of secure systems design problems. Expert knowledge of LANs, WANs, VPNs,
    routers, firewalls, network protocols, and other security and network operations and monitoring, vulnerability analysis, PKI,
    data encryption, key management, data warehousing, and data mining capabilities. 
	 	 
	Technical
    Analyst/Writer 	Assist
    in collecting and organizing information for preparation of user manuals, training materials, installation guides, proposals,
    and reports. Edit functional descriptions, system specifications, user manuals, special reports, or any other customer deliverables
    and documents.
	 	 
	Test
    Engineer 	Provides
    test and evaluation of hardware and/or software development. This includes developing and documenting test plans and procedures,
    conducting testing, and evaluating and documenting results. Prepares studies, plans, and analyses in support of the delivery
    order.
	 	 
	Test
    Specialist - Level 	Provides
    test and evaluation of ongoing research and development projects. This includes developing and documenting test plans and
    procedures, conducting testing, and evaluating and documenting results. Prepares studies, plans, and analyses in support of
    the delivery order.
	 	 
	Training
    Analyst/Facilitator 	Conducts
    the research necessary to develop and revise training courses and prepares appropriate training catalogs. Develops all instructor
    materials (course outline, background material, and training aids). Develops all student materials (course manuals, workbooks,
    handouts, completion certificates, and course critique forms). Trains personnel by conducting formal classroom courses, workshops,
    seminars, and/or computer based/computer aided training. 
	 	 
	Web
    Designer/Analyst 	Provide
    support for developing & providing Agency Web-site content that will motivate & satisfy civilian user’s needs
    so that they will regularly access the site & utilize it as a major source for information, decision making and benefits
    delivery. Provide support for maintaining civil service handbook & policies/procedures on the agency Web; assisting in
    developing agency newsletter & civilian benefits communications; recommending new & innovative web uses as well as
    training & educating employees on the use & benefits of using the Web. Provide support in the location & pursuit
    of content & surveying internal customers to gather feedback for site improvement & enhancements. 


 




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