**Exhibit 10.2**

 

**[***] INDICATES MATERIAL THAT HAS BEEN OMITTED ANDFOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIALHAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.**

 

 
| Integrated Survivability  Technologies |   | Please reply to:                |
|----------------------------------------|--------|---------------------------------|
| c/o Burges Salmon  LLP                 |   |                            |
| Narrow Quay House                      |   | OUR Reference:                  |
| Narrow Quay                            |   | SUVC1/0208                      |
| Bristol                                |   |                            |
| BS14AH                                 |   | Date:  1st April 2009 |
|                                   |   |                            |
| For the attention of  Michael Linton,  |   |                            |
| Managing Director                      |   |                            |

 

Dear Michael,

 

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

 

1.                                       The Authorityhereby accepts your tender dated 05 March 2009 as amended by your e-maildated 30’h March 2009 including letter dated 27’h March 2009 inconjunction with the following correspondence:

 

a.                                       1ST Letterdated 27’h March 2009.

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

 

2.                                       The Authorityacknowledges the Contractor’s responsibilities under Contract Condition 22 tosubmit applications for export licences in a timely manner. The IPT shall usebest endeavours to assist this process if required.

 

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

 

4.                                       Forconvenience, a copy of the contract is attached.

 

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

 

6.                                       Pleaseacknowledge receipt of this letter by completing the attached proforma andreturning it immediately to the above address.

 

**Defence Equipment & Support**

 

----

 

**[***] INDICATES MATERIAL THAT HAS BEEN OMITTED ANDFOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIALHAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.**

 

7.                                       The Departmentintends to make a public announcement concerning the award of the contract. Theannouncement will include information on any Sub-contracts placed down thesupply chain valued at £1 million plus. **If**you wish tomake a similar announcement, either coincident with or subsequent to theDepartment’s announcement you should in the first instance contact theadministering Commercial staff. The content of any announcement you may wish tomake must be cleared in advance by the appropriate MOD staff and the MODSecurity branch responsible for publicity material for open publication. Underno circumstances should you confirm to any third party the fact of youracceptance of this offer of contract prior to informing the Department of youracceptance, and/or ahead of the Department’s announcement of the award ofcontract.

 
| Yours             |   |
|-------------------|--------|
|              |   |
| /s/ Brian Dewdney |   |

 

----

 

**[***] INDICATES MATERIAL THAT HAS BEEN OMITTED ANDFOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIALHAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.**

 

**PROTECT - COMMERCIAL**

 
| To: |   | Date: 1/4/09 |
|-----|--------|--------------|

 

Protected Mobility Team

Defence Equipment &Support

Spruce 3a, #1302

MOD Abbey Wood

Bristol

BS348JH

 
| We acknowledge receipt of  Contract No. SUVC1/0208 dated  | 1/4/09 |   |
|---------------------------------------------------------------------|--------|--------|

 

Yours faithfully

 

 
| Signed                 | /s/ Michael Linton                     |   |
|------------------------|----------------------------------------|--------|
|                   |                                   |   |
| Contractor’s Name | Integrated Survivability  Technologies |   |
|                   |                                   |   |
| Telephone No.          | 07785256260                            |   |
|                   |                                   |   |
| & Address          | 330 Bristol Business Park              |   |
|                   |                                   |   |
|                   | Bristol                                |   |

 

----

 

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

 
| WOLFHOUND            | **PROTECT  - CONTRACT** | Contract   |
|----------------------|-------------------------|------------|
| Contract Terms & |                    | SUVC1/0208 |
| Conditions           |                    |       |

 

**TERMSAND CONDITIONS (INDEX)**

 

DEFCON 110 — SCHEDULE OFREQUIREMENTS

 

**CONDITIONSOF CONTRACT**

 

**SECTION 1- DEFCONS**

 
| 1. | DEFCONS |
|----|---------|

 

**SECTION 2— SPECIAL CONDITIONS**

 
| 2.  | SCOPE OF WORK                                                                     |
|-----|-----------------------------------------------------------------------------------|
| 3.  | INTERPRETATION                                                                    |
| 4.  | SPECIFICATION AND BUILD  STANDARD                                                 |
| 5.  | RESPONSIBILITIES AS  PRIME CONTRACTOR                                             |
| 6.  | TECHNICAL ASSISTANCE TO  THE AUTHORITY                                            |
| 7.  | PRICES &  GAINSHARE                                                      |
| 8.  | DELIVERY                                                                          |
| 9.  | NOT USED                                                                          |
| 10. | RECTIFICATION OF  DEFECTS ON DELIVERY                                             |
| 11. | ACCEPTANCE                                                                        |
| 12. | PAYMENT AND INVOICING                                                             |
| 13. | RELIABILITY AND  ACCEPTANCE TRIALS                                                |
| 14. | QUALITY ASSURANCE                                                                 |
| 15. | WARRANTY INTERPRETATION                                                           |
| 16. | PARTS & LABOUR  WARRANTY                                                 |
| 17. | RELIABILITY WARRANTY                                                              |
| 18. | GOVERNMENT FURNISHED  ASSETS (GFA)                                                |
| 19. | SPECIAL JIGS, TOOLING  AND TEST EQUIPMENT                                         |
| 20. | SUB CONTRACTING                                                                   |
| 21. | PROGRESS REPORTS,  PROGRESS MEETINGS AND DESIGN REVIEWS                           |
| 22. | EXPORT LICENCES FROM US  GOVERNMENT                                               |
| 23. | CUSTOMS CLEARANCE                                                                 |
| 24. | CONTRACTORS PERSONNEL                                                             |
| 25. | SECURITY OF MINISTRY  PROPERTY                                                    |
| 26. | MARKING OF ARTICLES                                                               |
| 27. | REGISTRATION PLATES AND  ALLOCATION OF REGISTRATION NUMBERS                       |
| 28. | SUPPLIER DEVELOPMENT  SCHEME — SUPPLIER AND CUSTOMER PERFORMANCE MEASUREMENT |
| 29. | PUBLICITY                                                                         |
| 30. | POTENTIAL HAZARD —  RESPIRABLE DUST ON EQUIPMENT RETURNED FROM THEATRE       |
| 31. | CONTRACTOR ON DEPLOYED  OPERATIONS                                                |
| 32. | RISK                                                                              |
| 33. | OPTION TO PURCHASE  FURTHER ITEMS                                                 |
| 34. | ENTIRE AGREEMENT                                                                  |
| 35. | PROVISION BY THE  CONTRACTOR OF THE TRAINING UNDER CONTRACT ITEMS 11 AND 13       |
| 36  | DATA HANDLING                                                                     |
| 37. | DEFAULT                                                                           |
| 38. | CONTRACT CHANGE  PROCEDURE                                                        |
| 39. | LIQUIDATED DAMAGES                                                                |
| 40. | INTELLECTUAL PROPERTY  RIGHTS                                                     |
| 41. | FORCE MAJEURE                                                                     |

 

**DEFFORMS**

 

DEFFORM 47SC  SUB-CONTRACTS IN THE SUPPLY CHAIN

 

Workshare Professional comparison ofinterwovenSite://IMANDMS/ACTIVE/73027905/1 andinterwovenSite://IMANDMS/ACTIVE/73027905/2. Performed on 5/4/2009.

 

1

----

 

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

 
| WOLFHOUND            | **PROTECT  - CONTRACT** | Contract   |
|----------------------|-------------------------|------------|
| Contract Terms & |                    | SUVC1/0208 |
| Conditions           |                    |       |

 
| DEFFORM 111  | APPENDIX ADDRESSES AND  OTHER INFORMATION                        |
|-------------------|------------------------------------------------------------------|
| DEFFORM 177  | DESIGN RIGHTS AND  PATENTS (SUB-CONTRACTORS) AGREEMENT           |
| DEFFORM 315  | CONTRACTOR DATA  REQUIREMENT                                     |
| DEFFORM 522A | RELEVANT PAYMENT  FORM FOR DEFCON 522 PAYMENT CONDITION     |
| DEFFORM 691A | TIMBER AND WOOD  CONTAINING PRODUCTS SUPPLIED UNDER THE CONTRACT |

 
| **ANNEXES** |                                                                                                      |
|-------------|-----------------------------------------------------------------------------------------------------------|
|        |                                                                                                      |
| ANNEX A     | STATEMENT OF WORK                                                                                         |
|        | APPENDIX A                                                                                                | SYSTEMS REQUIREMENT  DOCUMENT |
|        | APPENDIX B                                                                                                | JOINT RISK AND  OPPORTUNITY MANAGEMENT PLAN |
|        | APPENDIX C                                                                                                | SECURITY ASPECTS LETTER |
|        | APPENDIX D                                                                                                | MASTER DATA ASSUMPTIONS  LIST |
|        | APPENDIX E                                                                                                | NOT USED |
|        | APPENDIX F                                                                                                | SUMMARY OF QUALITY  REQUIREMENTS |
| ANNEX B     | DELIVERY SCHEDULE                                                                                         |
| ANNEX C     | QUALITY MANAGEMENT PLAN  AND STRATEGY (QMAPS)                                                             |
| ANNEX D     | GFA LIST                                                                                                  |
| ANNEX E     | INTELLECTUAL PROPERTY  RIGHTS & DEFFORM 315                                                 |
| ANNEX F     | PROGRAMME MANAGEMENT  PLAN                                                                                |
| ANNEX G     | EQUALITY OF INFORMATION  PRICING STATEMENT [*To be agreed when firm  prices are agreed under DEFCON 643*] |
| ANNEX H     | DEFFORM 522A                                                                                         |
| ANNEX I     | INTEGRATED LOGISTIC  SUPPORT PLAN                                                                         |
| ANNEX J     | INTEGRATED SUPPORT PLAN                                                                                   |
| ANNEX K     | DEFCON 82 — INITIAL  SPARES LIST                                                                     |
| ANNEX L     | EQUIPMENT REPAIRABLES  LIST                                                                               |
| ANNEX M     | COMPLETE EQUIPMENT  SCHEDULE                                                                              |
| ANNEX N     | STATEMENT OF STANDARDS                                                                                    |
| ANNEX O     | DEFFORM 47SC —  SUB-CONTRACTS IN THE SUPPLY CHAIN                                               |
| ANNEX P     | SPECIAL  TOOLS & TEST EQUIPMENT                                                                  |
| ANNEX Q     | DEFFORM 691 —  TIMBER AND WOOD-CONTAINING PRODUCTS SUPPLIED UNDER THE CONTRACT                  |
| ANNEX R     | PARTS & LABOUR  WARRANTY                                                                         |
| ANNEX S     | RELIABILITY WARRANTY                                                                                      |
| ANNEX T     | CHANGE PROPOSAL FORM                                                                                      |
| ANNEX U     | INDEX OF CONTRACT  CHANGES                                                                                |
| ANNEX V     | CONTRACTOR’S TECHNICAL  DESCRIPTION                                                                  |
| ANNEX W     | PAYMENT PLAN                                                                                              |
| ANNEX X     | DEFFORM 177 —  DESIGN RIGHTS AND PATENTS (SUB-CONTRACTORS) AGREEMENT                            |

 

2

----

 

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

 

| WOLFHOUND  Contract Terms &  Conditions | **PROTECT - CONTRACT** | ContractSUVC1/0208 |
|--------------------------------------------------|------------------------|--------------------|

 
| Name and Address of  Contractor

 

**Integrated  Survivability Technologies****c/o  Burges Salmon LLP,****Narrow  Quay House,****Narrow  Quay,****Bristol,****BS1  4AH** | MINISTRY OF  DEFENCE

**DEFCON 110****Schedule of Requirements**

**WOLFHOUND  Design, Development,  Manufacture and Support  Programme** | Contract No: **SUVC1/0208**

(To be quoted on all  correspondence)

Contract Date: 01  April 2009 |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------|

 

**TABLE 1               ARTICLES REQUIRED**

 

| **Item  No** | ** ** | **MOD Stock Reference  NATO Stock number  Stores reference no.  or Catalogue number**                                                             | ** ** | **Specification number  Drawing number  Part number** | ** ** | **Description  (CDRL References are at  the SOW at Annex A to  Contract)** | ** ** | **Quantity/ Pricing** | ** ** | **Max Provisional  Price Each £  (EX VAT)** | ** ** | **Max Provisional  Price Each $  (EX VAT)** | ** ** |
|--------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------|------------|----------------------------|------------|----------------------------------------------------------------------|------------|-----------------------------------------------------------------|------------|
| 1            | ** ** | Provision of WOLFHOUND base vehicles to production  standard in the following variants (CDRL’s 1-3):                                                                                 | ** ** | ** **                                                           | ** ** | ** **                                                                                                         | ** ** | ** **                 | ** ** |
|         | ** ** | a) Patrol  Vehicles                                                                                                                                                                       | ** ** | 90/ Max Ea                                                           | ** ** | £**[***]**                                                                                                    | ** ** | $**[***]**                 | ** ** |
|         | ** ** | b) Military  Working Dog Support Vehicles (MWDSU)                                                                                                                                         | ** ** | 5/ Max Ea                                                            | ** ** | £**[***]**                                                                                                    | ** ** | $**[***]**                 | ** ** |
|         | ** ** | c) Patrol  Vehicles for trials and testing                                                                                                                                                | ** ** | 2/ Max Ea                                                            | ** ** | £**[***]**                                                                                                    | ** ** | $**[***]**                 | ** ** |
|         | ** ** |                                                                                                                                                                                      | ** ** | ** **                                                           | ** ** | ** **                                                                                                         | ** ** | ** **                 | ** ** |
| 2            | ** ** | Provision of WOLFHOUND integrated vehicles to Theatre  Entry Standard (TES) in the following variants (CDRL’s 3, 5 & 6):                                                    | ** ** | ** **                                                           | ** ** | ** **                                                                                                         | ** ** | ** **                 | ** ** |
|         | ** ** | a) Patrol  Vehicles                                                                                                                                                                       | ** ** | 90/ Max Ea                                                           | ** ** | £**[***]**                                                                                                    | ** ** | ** **                 | ** ** |
|         | ** ** | b) Military  Working Dog Support Unit (MWDSU) Vehicles                                                                                                                                    | ** ** | 5/ Max Ea                                                            | ** ** | TBA                                                                                                                | ** ** | ** **                 | ** ** |
|         | ** ** | c) Patrol  Vehicles for trials and testing                                                                                                                                                | ** ** | 2/ Max Ea                                                            | ** ** | £**[***]**                                                                                                    | ** ** | ** **                 | ** ** |
|         | ** ** |                                                                                                                                                                                      | ** ** | ** **                                                           | ** ** | ** **                                                                                                         | ** ** | ** **                 | ** ** |
| 3            | ** ** | Provision of Technical Design Packs for the WOLFHOUND  vehicle variants at Items 2a and 2b above (CDRL 4).                                                                                | ** ** | 1 per vehicle variant/  Max Ea                                       | ** ** | £**[***]**                                                                                                    | ** ** | ** **                 | ** ** |
|         | ** ** |                                                                                                                                                                                      | ** ** | ** **                                                           | ** ** | ** **                                                                                                         | ** ** | ** **                 | ** ** |
| 4            | ** ** | Provision of the following AESP technical  publications covering the WOLFHOUND vehicle variants at Items 2a and 2b above  (CDRL 21):

a) Cat 101 —  Purpose and Planning Information | ** ** | 1 Copy plus 1 electronic  Copy/ Max Lot                              | ** ** | £**[***]**                                                                                                    | ** ** | $**[***]**                 | ** ** |
|         | ** ** | b) Cat 111 —  Equipment Support Policy Directive (supplied by the Authority)                                                                                                         | ** ** | ** **                                                           | ** ** | ** **                                                                                                         | ** ** | ** **                 | ** ** |
|         | ** ** | c) Cat 201 —  Operating Information                                                                                                                                                  | ** ** | ** **                                                           | ** ** | ** **                                                                                                         | ** ** | ** **                 | ** ** |
|         | ** ** | d) Cat 421 —  Installation Instructions and Preparation for Special Environments (VIKs)                                                                                              | ** ** | ** **                                                           | ** ** | ** **                                                                                                         | ** ** | ** **                 | ** ** |
|         | ** ** | e) Cat 512 —  Failure Diagnosis                                                                                                                                                      | ** ** | ** **                                                           | ** ** | ** **                                                                                                         | ** ** | ** **                 | ** ** |
|         | ** ** | f) Cat 522 —  Maintenance Instructions                                                                                                                                               | ** ** | ** **                                                           | ** ** | ** **                                                                                                         | ** ** | ** **                 | ** ** |

 

----

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

 

(2) This is a 1 day, up to 8 person, familiarisationcourse.  Career training courses are alsoavailable on request.

 

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

 

(4) Fully representative vehicleassumed.

 

(5) Minimum Order Size of 20 vehicles, to preventsmall order disrupting production.  ISTis open to discussing rates for smaller order sizes.

 

3

----

 

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

 

| WOLFHOUND  Contract Terms &  Conditions | **PROTECT - CONTRACT** | ContractSUVC1/0208 |
|--------------------------------------------------|------------------------|--------------------|

 

|   | ** ** | g) Cat 532 —  Inspection Standards                                                                                                                           | ** ** |                                                       |   |               |   |       |   |
|--------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------|--------|--------------------|--------|------------|--------|
|   | ** ** | h) Cat 601 —  Maintenance Schedules                                                                                                                          | ** ** |                                                       |   |               |   |       |   |
|   | ** ** | i) Cat 711/721 —  Illustrated Parts Catalogues/Commercial Parts Lists                                                                                        | ** ** |                                                       |   |               |   |       |   |
|   | ** ** | j) Cat 741/751 —  Complete Equipment Schedule (Simple Equipment)/(Complex Equipment)                                                                         | ** ** |                                                       |   |               |   |       |   |
|   | ** ** | k) Cat 811 — Modification  Instructions                                                                                                                      | ** ** |                                                       |   |               |   |       |   |
|   | ** ** |                                                                                                                                                              | ** ** |                                                       |   |               |   |       |   |
| 5      | ** ** | Supply of Certificate of  Conformity (C of C) with the production of one copy of the AESP technical  publications above (CDRL 22)                                 | ** ** | 1 Copy plus 1 electronic Copy                              |   | FOC                |   |       |   |
|   | ** ** |                                                                                                                                                              | ** ** |                                                       |   |               |   |       |   |
| 6      | ** ** | Provision of Support &  Test Equipment – Complete Equipment Schedule (CES) for the WOLFHOUND vehicle  variants at Item 2a and 2b above (CDRL 23)         | ** ** | 1 CES per vehicle/ Max  Ea                                 |   | £**[***]**    |   | $**[***]** |   |
|   | ** ** |                                                                                                                                                              | ** ** |                                                       |   |               |   |       |   |
| 7      | ** ** | Provision of Support &  Test Equipment – Special Tools & Test Equipment (STTE) for the WOLFHOUND  vehicle variants at Item 2a and 2b above (CDRL 24) | ** ** | 7 sets for 97 vehicles/  Max Lot                           |   |               |   | $**[***]** |   |
|   | ** ** |                                                                                                                                                              | ** ** |                                                       |   |               |   |       |   |
| 8      | ** ** | Provision of Initial Supply  of Spares to support 97 vehicles for 1 year duration (CDRL 13)                                                                       | ** ** | Initial Spares to  support 97 vehicles for 1 year/ Max Lot |   | £**[***]**    |   | $**[***]** |   |
|   | ** ** |                                                                                                                                                              | ** ** |                                                       |   |               |   |       |   |
| 9      | ** ** | Supply of Documentation for NATO Codification (CDRL  14)                                                                                                          | ** ** | 1 copy plus 1 electronic  copy/ Max Lot                    |   | £**[***]**    |   |       |   |
|   | ** ** |                                                                                                                                                              | ** ** |                                                       |   |               |   |       |   |
| 10     | ** ** | Supply of Initial Equipment Repairables List (CDRL  15)                                                                                                           | ** ** | 1 copy plus 1 electronic  copy/                            |   | FOC                |   |       |   |
|   | ** ** |                                                                                                                                                              | ** ** |                                                       |   |               |   |       |   |
| 11     |       | Provision of Train the  Trainer (Operator) familiarisation courses for the WOLFHOUND vehicle variants  at Items 2a and 2b above (CDRL 17)                         | ** ** | TBC following TNA                                          |   | £**[***]**(2) |   |       |   |
|   |       |                                                                                                                                                              | ** ** |                                                       |   |               |   |       |   |
| 12     |       | Provision of re-usable  training package (Operator Train the Trainer Package) (CDRL 19)                                                                           | ** ** | 1 Copy plus 1 electronic  Copy                             |   | **£[***]**(2) |   |       |   |
|   |       |                                                                                                                                                              | ** ** |                                                       |   |               |   |       |   |
| 13     |       | Provision of Train the  Trainer (Maintainer) familiarisation courses for the WOLFHOUND vehicle  variants at Items 2a and 2b above (CDRL 18)                       | ** ** | TBC following TNA                                          |   | **£[***]**(2) |   |       |   |
|   |       |                                                                                                                                                              | ** ** |                                                       |   |               |   |       |   |
| 14     |       | Provision of re-usable  training package (Maintainer Train the Trainer Package) (CDRL 20)                                                                         | ** ** | 1 Copy plus 1 electronic  Copy                             |   | **£[***]**(2) |   |       |   |
|   |       |                                                                                                                                                              | ** ** |                                                       |   |               |   |       |   |
| 15     |       | Provision of the following  for trials and testing (See Para 2.18 of SOW):                                                                                        | ** ** | See  Annex A to Contract                                   |   |               |   |       |   |
|   |       | a) Document the readiness of the TES vehicle to be  trialled (CDRL 31)                                                                                            | ** ** | Max Lot                                                    |   | FOC                |   |       |   |
|   |       | b) Provision of training, material and documentation  (CDRL 32)                                                                                                   | ** ** | Max Lot                                                    |   | **£[***]**    |   | $**[***]** |   |

 

----

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

 

4

----

 

**[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICHCONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILEDWITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATEDUNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.**

 

| WOLFHOUND  Contract Terms &  Conditions | **PROTECT - CONTRACT** | ContractSUVC1/0208 |
|--------------------------------------------------|------------------------|--------------------|

 

|   |   | c) Provision of spares support (CDRL 40)                                                                                                           | ** ** |                                   |   | TBD(3)             |   |          |   |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------|--------|--------------------|--------|---------------|--------|
|   |   | d) Blast and Ballistic Test Specification (CDRL 42)                                                                                                | ** ** |                                   |   | TBD(3)             |   |          |   |
|   |   | e) Blast and Ballistic Test Report (CDRL 43)                                                                                                       | ** ** |                                   |   | £**[***]**4   |   |          |   |
|   |   | f) Option price for 1 Representative Blast Vehicle                                                                                                 | ** ** | Max                                    |   |               |   | **$[***]**    |   |
|   |   |                                                                                                                                               | ** ** |                                   |   |               |   |          |   |
| 16     |   | Provision of the following  Tests, Reports and Documentation                                                                                       | ** ** | 1 Copy plus 1 electronic  Copy of each |   |               |   |          |   |
|   |   | a) Monthly Progress Reports (CDRL 29)                                                                                                              | ** ** | LoL                                    |   | FOC                |   |          |   |
|   |   | b) EMC trials Report (CDRL 7)                                                                                                                      | ** ** |                                   |   | **£[***]**    |   |          |   |
|   |   | c) Field Support Representative (FSR) Scoping Study  Report (CDRL 16)                                                                              | ** ** |                                   |   | FOC                |   |          |   |
|   |   | d) Obsolescence Report (CDRL 25)                                                                                                                   | ** ** |                                   |   | FOC                |   |          |   |
|   |   | e) Disposal Report (CDRL 26)                                                                                                                       | ** ** |                                   |   | FOC                |   |          |   |
|   |   | f) Factory Acceptance Test (FAT) and supporting  Report (CDRL 34)                                                                                  | ** ** | LoL                                    |   | FOC                |   |          |   |
|   |   | g) UK Type Approval Report (CDRL 35)                                                                                                               | ** ** | Max Lot                                |   | **£[***]**    |   |          |   |
|   |   | h) JADTEU Transportability and Tie Down Schemes  (CDRL 36)                                                                                         | ** ** | Max Lot                                |   |               |   | **$[***]**    |   |
|   |   | i) Logistic Support Analysis Reports (CDRL 12)                                                                                                     | ** ** |                                   |   | **£[***]**    |   | **$[***]**    |   |
|   |   |                                                                                                                                               | ** ** |                                   |   |               |   |          |   |
| 17     |   | Provision of the following  Plans and Documentation:                                                                                               | ** ** | See Annex A to Contract                |   |               |   |          |   |
|   |   | a) Quality Management Plan and Strategy (QMAPS)  document (CDRL 27)                                                                                | ** ** |                                   |   | FOC                |   |          |   |
|   |   | b) Programme Management Plan (CDRL 28)                                                                                                             | ** ** |                                   |   | FOC                |   |          |   |
|   |   | c) Configuration Management Plan (CDRL 37)                                                                                                         | ** ** |                                   |   | FOC                |   |          |   |
|   |   | d) Joint Risk and Opportunity Management Plan (ROMP)  (CDRL 38)                                                                                    | ** ** |                                   |   | FOC                |   |          |   |
|   |   | e) Integrated Support Plan and updates (CDRL 9)                                                                                                    | ** ** |                                   |   | FOC                |   |          |   |
|   |   | f) ILS Element Plans and updates (CDRL 10)                                                                                                         | ** ** |                                   |   | FOC                |   |          |   |
|   |   | g) Logistic Support Analysis (LSA) Plan and updates  (CDRL 11)                                                                                     | ** ** |                                   |   | FOC                |   |          |   |
|   |   | h) Joint Risk Register (CDRL 39)                                                                                                                   | ** ** |                                   |   | FOC                |   |          |   |
|   |   | i) Government Furnished Assets (GFA) List (CDRL 41)                                                                                                | ** ** |                                   |   | FOC                |   |          |   |
|   |   |                                                                                                                                               | ** ** |                                   |   |               |   |          |   |
| 18     |   | Provision of or attendance at  the following Meetings and Reviews:                                                                                 | ** ** | See Annex A                            |   |               |   |          |   |
|   |   | a) Design Reviews and provision of minutes (CDRL 33)                                                                                               | ** ** |                                   |   | FOC                |   |          |   |
|   |   | b) ILS Review Meetings and Minutes (CDRL 8)                                                                                                        | ** ** |                                   |   | FOC                |   |          |   |
|   |   | c) Monthly Progress Meetings and secretarial  activities including the provision of minutes (CDRL 30)                                              | ** ** |                                   |   | FOC                |   |          |   |
|   |   |                                                                                                                                               | ** ** |                                   |   |               |   |          |   |
| 19     |   | Option prices(1) for  additional quantities of Patrol Vehicles to Theatre Entry Standard (TES) and  date by which these options must be exercised: | ** ** |                                   |   |               |   |          |   |
|   |   |                                                                                                                                               | ** ** |                                   |   |               |   |          |   |
|   |   | **UK Financial  Year 2009/2010**                                                                                                                   | ** ** |                                   |   |               |   |          |   |
|   |   | a) 1-50                                                                                                                                            | ** ** | Per Vehicle                            |   | £**[***]**(5) |   | $**[***]**(6) |   |
|   |   | b) 51-150                                                                                                                                          | ** ** |                                   |   | “             |   | “        |   |
|   |   | c) 151+                                                                                                                                            | ** ** |                                   |   | “             |   | “        |   |
|   |   |                                                                                                                                               | ** ** |                                   |   |               |   |          |   |
|   |   | **UK Financial  Year 2010/2011**                                                                                                                   | ** ** |                                   |   |               |   |          |   |
|   |   | a) 1-50                                                                                                                                            | ** ** | Per Vehicle                            |   | £**[***]**    |   | $**[***]**    |   |
|   |   | b) 51-150                                                                                                                                          | ** ** |                                   |   | “             |   | “        |   |
|   |   | c) 151+                                                                                                                                            | ** ** |                                   |   | “             |   | “        |   |

 

5

----

 

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

 

| WOLFHOUND  Contract Terms &  Conditions | **PROTECT - CONTRACT** | ContractSUVC1/0208 |
|--------------------------------------------------|------------------------|--------------------|

 

|   |   | **UK Financial  Year 2011/2012**                                                                                                                                                                  | ** ** |        |   |                   |   |          |   |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------|--------|------------------------|--------|---------------|--------|
|   |   | a) 1-50                                                                                                                                                                                           | ** ** | Per Vehicle |   | £**[***]**(5)     |   | $**[***]**(6) |   |
|   |   | b) 51-150                                                                                                                                                                                         | ** ** |        |   | “                 |   | “        |   |
|   |   | c) 151+                                                                                                                                                                                           | ** ** |        |   | “                 |   | “        |   |
|   |   |                                                                                                                                                                                              | ** ** |        |   |                   |   |          |   |
| 20     |   | Indicative quantities and  prices for FSR’s based on the fleet quantities of WOLFHOUND vehicles, for  operation (See Para 2.6.6 of SOW) to be confirmed following FSR Scoping Study  Report; | ** ** |        |   |                   |   |          |   |
|   |   | a) In the UK 2 FSR’s                                                                                                                                                                         | ** ** | Max Lot     |   |                   |   | **$[***]**    |   |
|   |   | b) On Operational Deployment 8 FSR’s                                                                                                                                                         | ** ** | Max Lot     |   |                   |   | **$[***]**    |   |
|   |   |                                                                                                                                                                                              | ** ** |        |   |                   |   |          |   |
| 21     |   | Design of Integration of  WOLFHOUND Vehicle to TES                                                                                                                                                | ** ** | Max Lot     |   | £**[***]**        |   |          |   |
|   |   |                                                                                                                                                                                              | ** ** |        |   |                   |   |          |   |
| 22     |   | Option prices for Supply and  Fit of Selex Drivers Night Vision System (DNVS) in a configuration similar to  that of Mastiff for WOLFHOUND vehicle variants at Items 2a and 2b above              | ** ** | Per System  |   | £**[***]**        |   |          |   |
|   |   |                                                                                                                                                                                              | ** ** |        |   |                   |   |          |   |
| 23     |   | Parts & Labour Warranty  per vehicle in accordance with Annex R to Contract for 1 year duration                                                                                               | ** ** | Per Vehicle |   |                   |   |          |   |
|   |   |                                                                                                                                                                                              | ** ** |        |   |                   |   |          |   |
| 24     |   | Reliability Warranty per  vehicle in accordance with Annex S to Contract for 1 year duration                                                                                                      | ** ** | Per Vehicle |   | Inc. in vehicle price. |   | $**[***]**    |   |
|   |   |                                                                                                                                                                                              | ** ** |        |   |                   |   |          |   |
| 25     |   | Air Transportation of 2  WOLFHOUND base vehicles from the US to the UK                                                                                                                            | ** ** | Max Lot     |   | Inc. in vehicle price. |   |          |   |
|   |   |                                                                                                                                                                                              | ** ** |        |   |                   |   |          |   |
| 26     |   | Option price for provision of  Safety Case and Environmental Appraisal for WOLFHOUND vehicle variants at  Items 2a and 2b above                                                                   | ** ** | Max Lot     |   | £**[***]**        |   |          |   |

 

6

----

 

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

 

| WOLFHOUND  Contract Terms &  Conditions | **PROTECT - CONTRACT** | ContractSUVC1/0208 |
|--------------------------------------------------|------------------------|--------------------|

 

**TABLE 2               PACKAGING REQUIREMENTS**

 
| **Item  No** | ** ** | **Packaging specifications/special markings etc.**                 | ** ** | **Estimated   Quantity** | ** ** | **Adjustment** | ** ** | **Estimated   Quantity** | ** ** | **Adjustment** | ** ** | **Estimated   Quantity** | ** ** | **Adjustment** | ** ** |
|--------------|------------|-----------------------------------------------------------------------------------|------------|-------------------------------|------------|----------------|------------|-------------------------------|------------|----------------|------------|-------------------------------|------------|----------------|------------|
| All          |       | Packaging in accordance with DEFCON 129 and the ILS  Plan at Annex I to Contract. |       |                          |       |           |       |                          |       |           |       |                          |       |           |       |

 

**TABLE 3               DELIVERY OF ARTICLES**

 
| **Item  No** | ** ** | **Start**                              | ** ** | **Rate** | ** ** | **Finish** | ** ** | ** **                                                                                                              | ** ** |
|--------------|------------|----------------------------------------|------------|----------|------------|------------|------------|-------------------------------------------------------------------------------------------------------------------------|------------|
|         | ** ** | Refer to Annex B -  Delivery Schedule. |       |     |       |       |       | **CONDITIONS  OF CONTRACT**

 

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

 

ANNEXES A to X |       |

 

7

----

 

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

 

| WOLFHOUND  Contract Terms &  Conditions | **PROTECT - CONTRACT** | ContractSUVC1/0208 |
|--------------------------------------------------|------------------------|--------------------|

 

**TERMSAND CONDITIONS**

 

**SECTION 1- DEFCONS**

 

**1.****                                     ****DEFCONS**

 

1.1.                              The following DEFCONs shall apply:

 
| DEFCON 5 (Edn 07/99)    |   | MOD Forms 640 — Advice  and Inspection Notes                                                                                                                                                                                                                                                                                                                                                                                                           |
|-------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| DEFCON 5J (Edn 07/08)   |   | Unique Identifiers                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| DEFCON 19 (Edn 01/76)   |   | Free User, Maintenance  and Supply of DrawingsNote: Para 1(c) of this DEFCON shall be amended  to read “The Authority shall have the right to request the contractor from  time to time to furnish to the Authority, certain data or information which  shall be subject to mutually agreeable license agreement(s) and which  shall be negotiated, identifying specific data or information prior to the  furnishing of any documents” |
| DEFCON 23 (Edn 04/98)   |   | Special Jigs, Tooling  and Test Equipment                                                                                                                                                                                                                                                                                                                                                                                                                   |
| DEFCON 68 (Edn 10/08)   |   | Supply of Hazard Data  for Articles, Materials and Substances                                                                                                                                                                                                                                                                                                                                                                                               |
| DEFCON 76 (Edn 12/06)   |   | Contractor’s Personnel  at Government Establishments                                                                                                                                                                                                                                                                                                                                                                                                   |
| DEFCON 82 (Edn 10/04)   |   | Special Procedure for Initial  Spares                                                                                                                                                                                                                                                                                                                                                                                                                       |
| DEFCON 90 (Edn 11/06)   |   | Copyright                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| DEFCON 113 (Edn 10/04)  |   | Diversion Orders                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| DEFCON 117 (Edn 05/06)  |   | Supply of Documentation  for NATO Codification                                                                                                                                                                                                                                                                                                                                                                                                              |
| DEFCON 129 (Edn 07/08)  |   | Packaging (For Articles  other than Ammunition and Explosives)                                                                                                                                                                                                                                                                                                                                                                                              |
| DEFCON 176A (Edn 06/08) |   | MOD Requirement for  competition in subcontracting (Non-competitive Main Contract)                                                                                                                                                                                                                                                                                                                                                                          |
| DEFCON 501 (Edn 04/04)  |   | Definitions and  Interpretations                                                                                                                                                                                                                                                                                                                                                                                                                            |
| DEFCON 502 (Edn 06/08)  |   | Specifications                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| DEFCON 503 (Edn 07/05)  |   | Amendments to Contract

Note: Only the  Authority’s commercial staff at Box 1 to DEFFORM 111 shall be regarded  as the Authority’s ‘Duly Authorised representative’ for the purposes of  DEFCON 503                                                                                                                                                                                                                                |
| DEFCON 507 (Edn 10/98)  |   | Delivery                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| DEFCON 509 (Edn 09/97)  |   | Recovery of Sums Due                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| DEFCON 513 (Edn 05/08)  |   | Value Added Tax                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| DEFCON 515 (Edn 10/04)  |   | Bankruptcy and  Insolvency                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| DEFCON 516 (Edn 06/04)  |   | Racial Discrimination                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| DEFCON 518 (Edn 09/97)  |   | Transfer                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| DEFCON 520 (Edn 07/05)  |   | Corrupt Gifts and  Payments of Commission                                                                                                                                                                                                                                                                                                                                                                                                                   |
| DEFCON 521 (Edn 10/04)  |   | Subcontracting to  Supported Employment Enterprises                                                                                                                                                                                                                                                                                                                                                                                                         |
| DEFCON 522 (Edn 07/99)  |   | Payment                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| DEFCON 523 (Edn 03/99)  |   | Payment of Bills Using  the Bankers Automated Clearing Service (BACS) System                                                                                                                                                                                                                                                                                                                                                                                |
| DEFCON 524 (Edn 10/98)  |   | Rejection                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| DEFCON 525 (Edn 10/98)  |   | Acceptance                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| DEFCON 526 (Edn 08/02)  |   | Notices                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| DEFCON 527 (Edn 09/97)  |   | Waiver                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| DEFCON 528 (Edn 10/04)  |   | Overseas Expenditure  and Import Licences                                                                                                                                                                                                                                                                                                                                                                                                                   |
| DEFCON 529 (Edn 09/97)  |   | Law (English)                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| DEFCON 530 (Edn 07/04)  |   | Dispute Resolution  (English Law)                                                                                                                                                                                                                                                                                                                                                                                                                           |
| DEFCON 531 (Edn 05/05)  |   | Disclosure of  Information                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| DEFCON 534 (Edn 06/97)  |   | Prompt Payment  (Subcontractors)                                                                                                                                                                                                                                                                                                                                                                                                                            |
| DEFCON 537 (Edn 06/02)  |   | Rights of Third Parties                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| DEFCON 538 (Edn 06/02)  |   | Severability                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| DEFCON 566 (Edn 08/06)  |   | Change of Control of  Contractor                                                                                                                                                                                                                                                                                                                                                                                                                            |
| DEFCON 601(Edn 10/04)   |   | Redundant Material                                                                                                                                                                                                                                                                                                                                                                                                                                          |

 

8

----

 

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

 

| WOLFHOUND  Contract Terms &  Conditions | **PROTECT - CONTRACT** | ContractSUVC1/0208 |
|--------------------------------------------------|------------------------|--------------------|

 
|                        |   | Note: The Condition  will apply to the extent that the redundant materiel derives from the property  owned by MOD and issued to the contractor. This includes scrap, redundant  materiel arising on repair contracts, and items subject to the provisions of  DEFCON 23 Special Jigs, Tooling and Test Equipment where title in the items  has passed to MOD.                                                                                                                                                                                                                                                                                                                                                                                        |
|-----------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| DEFCON 602A (Edn 12/06)     |   | Quality Assurance (with  Quality Plan)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| DEFCON 604 (Edn 11/04)      |   | Progress Reports                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| DEFCON 606 (Edn 10/97)      |   | Change and  Configuration Control Procedure                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| DEFCON 608 (Edn 10/98)      |   | Access and Facilities  to be provided by the Contractor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| DEFCON 611 (Edn 06/06)      |   | Issued Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| DEFCON 612 (Edn 10/98)      |   | Loss of or damage to  the Articles                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| DEFCON 619A (Edn 09/97)     |   | Customs Duty Drawback                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| DEFCON 621A (Edn 06/97)     |   | Transport (if the  Authority is responsible for Transport)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| DEFCON 621B (Edn 10/04)     |   | Transport (if  Contractor is responsible for Transport)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| DEFCON 624 (Edn 04/00)      |   | Use of Asbestos in  Arms, Munitions or War Materials                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| DEFCON 629 (Edn 06/97)      |   | Certified Cost  Statement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| DEFCON 632 (Edn 02/07)      |   | Third Party  Intellectual Property — Rights and Restrictions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| DEFCON 637 (Edn 08/99)      |   | Defect Investigation  and Liability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| DEFCON 642 (Edn 06/97)      |   | Progress MeetingsNote: The Authority’s requirement for  meetings is outlined at Condition 21                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| DEFCON 643 (Edn 07/04)      |   | Price Fixing

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

Note: Para 2 of this  DEFCON shall be amended to read “In the event of delay in fixing prices fair  and reasonable maximum provisional prices shall be fixed by the Authority,  and the Authority reserves the right to alter from time to time the  provisional prices so fixed. The Contractor shall pay to the Authority the  amount by which any sum paid on the basis of maximum provisional prices  exceeds the sum payable on the basis of prices finally fixed. In the event of  any alteration of the maximum provisional prices similar provisions for  payment and repayment shall apply.” |
| DEFCON 644 (Edn 10/98)      |   | Marking of Articles                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| DEFCON 648A (Edn 07/04)     |   | Availability of  Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| DEFCON 649 (Edn 07/99)      |   | Vesting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| DEFCON 650A (Edn 07/04)     |   | Reference to the Review  Board of Questions Arising Under the Contract                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| DEFCON 651A (Edn 07/04)     |   | Reference to the Review  Board of Questions Arising in relation to relevant subcontractors including  those of a subsidiary company or firm                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| DEFCON 652 (Edn 07/04)      |   | Remedy Limitation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| DEFCON 654 (Edn 10/98)      |   | Government Reciprocal  Audit Arrangements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| DEFCON 656 (Edn 03/06)      |   | Break                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| DEFCON 659 (Edn 09/97)      |   | Security Measures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| DEFCON 681 (Edn 06/02)      |   | Decoupling Clause —  Subcontracting with the Crown                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| DEFCON 691 (Interim  08/02) |   | Timber and Wood —  Containing Products Supplied Under the Contract                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| DEFCON 694 (Edn 06/06)      |   | Accounting for Property  of the Authority                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| DEFCON 696 (Edn 07/04)      |   | Provisions in relation  to a Final Summary Cost Statement — Post Costing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| DEFCON 697 (Edn 01/06)      |   | Contractors on Deployed  Operations

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

 

**SECTION 2- SPECIAL CONDITIONS**

 

**2.****                                     ****SCOPE OF WORK**

 

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

 

9

----

 

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

 

| WOLFHOUND  Contract Terms &  Conditions | **PROTECT - CONTRACT** | ContractSUVC1/0208 |
|--------------------------------------------------|------------------------|--------------------|

 

and the ContractorsTechnical Description at Annex V to Contract and in accordance with the termsand conditions and annexes of this contract.

 

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

 

**3.****                                     ****INTERPRETATION**

 

3.1.                              In the event of any conflict arisingbetween the contents or order of precedence of any technical or administrativedocuments and the terms and conditions of the Contract, the terms andconditions of this Contract shall take precedence.

 

**4.****                                     ****SPECIFICATION AND BUILDSTANDARD**

 

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

 

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

 

4.3.                              Any proposal by either party to modifythe above build standard (or any deviation) shall be notified in writing to theother in accordance with DEF-STAN 05-57 (Configuration Management of DefenceMaterial), giving full details of its reasons for the proposed modification (ordeviation). Should the implementation of any proposed modification (ordeviation) result in the Authority incurring costs (directly or indirectly onordering spares, revising literature or modifying equipment) the modificationshall not be incorporated in any article supplied under the Contract unlessauthorised in writing by the Authority’s Commercial Branch in accordance withContract Condition 38.

 

**5.****                                     ****RESPONSIBILITIES ASPRIME CONTRACTOR**

 

5.1.                              The Contractor is hereby appointed asPrime Contractor and shall be entirely responsible for undertaking the workdetailed in this Contract in accordance with the Terms and Conditions of thisContract.

 

5.2.                              The Contractor’s responsibilities inaddition to those defined elsewhere in the Contract shall include but notlimited to:

 

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

 

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

 

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

 

iv) Planning, programmingand progressing of the work.

 

v) Providing theAuthority with the information defined in the Contract, on schedule, to satisfythe    Authority on a continuing basis that the work isproceeding in accordance with the Contract.

 

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

 

10

----

 

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

 

| WOLFHOUND  Contract Terms &  Conditions | **PROTECT - CONTRACT** | ContractSUVC1/0208 |
|--------------------------------------------------|------------------------|--------------------|

 

5.4.                              Should the Contractor fail to completeany part of the work or supply any of the Items as required by this Contract orto meet any of the Acceptance criteria as stated in this Contract to thereasonable satisfaction of the Authority and such failure is not caused byundue delays to the Contractor by the Authority, it shall be the Contractor’s responsibilityto rectify that failure to the reasonable satisfaction of the Authority at noadditional cost to the Authority.

 

5.5.                              Should the Authority formally orinformally verify or express satisfaction with any design, drawing or data orif the Authority at any stage gives any advice or makes any comment orsuggestion relating to any design, drawing or data under this Contract, theAuthority shall not thereby incur any liability and the Contractor shall remainsolely responsible for the proper performance of this Contract.

 

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

 

5.7.                              Any alteration or change discussedbetween the representatives of the Contractor and the Authority, which is notformalised under a Contract Amendment or confirmed in writing by the ContractsBranch is not authorised under the Contract and there is no obligation on theAuthority to accept.

 

**6.****                                     ****TECHNICAL ASSISTANCE TOTHE AUTHORITY**

 

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

 

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

 

**7.****                                     ****PRICES &GAINSHARE**

 

7.1.                              The prices for the Articles and Servicesto be supplied by the Contractor to the Authority are firm i.e. non-variablefor the duration of the contract and excluding VAT after allowing all cash andtrade discounts. The prices shall be subject to formal price investigation byCost Assurance Services (CAS) for all Articles. Until such time as the priceinvestigation has been completed by Cost Assurance Services (CAS) to agree afirm price in accordance with DEFCON 643 and DEFCON 648A, the Authority shallpay, subject to the provisions of the Payment Plan at Annex W:

 

7.1.1.                     For SOR Items 1(a), 1(b) and 1(c): the maximumprovisional prices detailed within the SOR, up to a maximum total price of $**[***]**,$**[***]**and£**[***]**respectively for the totalquantity of 97 vehicles, representing **[***]**%of the total contract value for these items, upon successful delivery of theArticles. Payment of the remaining $**[***]**and£**[***]**for SOR Items 1(a), 1(b) and1(c) combined shall be subject to the outcome of the CAS priceinvestigation.

 

7.1.2.                     For SOR Items 2 to 26 inclusive (subject to anyoptions being taken): the Authority shall pay **[***]**%of the maximum provisional prices detailed within the Schedule or Requirements(SOR — DEFCON 110) upon successful delivery of the Articles. Payment of theremaining **[***]**% for SOR                 Items 2 to 26 inclusive shall be subject to theoutcome of the CAS price investigation.

 

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

 

11

----

 

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

 

| WOLFHOUND  Contract Terms &  Conditions | **PROTECT - CONTRACT** | ContractSUVC1/0208 |
|--------------------------------------------------|------------------------|--------------------|

 

7.2.                              All prices shall be in either UK PoundsSterling (£) or US Dollars ($) in accordance with the Payment Plan at Annex Wto Contract and are inclusive of all royalties, commercial agreements, licensefees, and US and UK taxes, with the exception of Value Added Tax (DEFCON 513refers).

 

7.3.                              All prices include the cost of handling,packaging and transportation (including carriage insurance and freight) to thepoint of delivery or ex-works to the consignee and the cost of compliance withall the Conditions of the Contract.

 

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

 

7.5.                              Notwithstanding the Authority’s rightsunder DEFCON 650A, the Contractor shall actively seek innovative approaches inreducing cost. The Authority shall endeavour to assist the Contractor with thisactivity. In the event the Contractor is able to reduce cost against thatdetailed at Annex G (Equality of Information pricing statement) the Partiesshall share any saving in the following proportions, with the Authority’s shareexpressed first:

 
| Labour hours at direct  rates     |   | **[***]**:**[***]** |
|-----------------------------------|--------|---------------------|
| Materials in relation  to the BOM |   | **[***]**:**[***]** |

 

7.6.                              The Contractor shall clearly record andmake available at the request of the Authority all costs associated with thisContract to allow this gainshare to be applied. Further, the Contractor shallat quarterly intervals produce a detailed account of any savings made againstthe agreed costs. On completion of the Contract both parties shall review suchrecords and to the extent that savings have been achieved the Parties shallshare such savings in the agreed ratios. The Authority reserves the right todeduct its share of any savings from any outstanding sum due to the Contractorupon completion of the Contract.

 

**8.****                                     ****DELIVERY**

 

8.1.                              Notwithstanding the provisions of DEFCON507, as this requirement is an Urgent Operational Requirement (UOR), deliveryis of significant importance. Any delay to delivery shall be dealt with inaccordance with Conditions 39 and/or 37 to Contract. All Items detailed in theSchedule of Requirements shall be delivered in accordance with the DeliverySchedule at Annex B to Contract.

 

8.2.                              Delivery shall be included in the priceof all items.

 

8.3.                              Delivery shall be made as follows:

 

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

 

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

 

Risk of anydamage, theft or loss shall rest with the Contractor until the vehicle has beensuccessfully delivered and is in the Possession of the Authority at DSDAAshchurch. Should the vehicle have to be taken off the Authority’s Premises bythe Contractor for remedial work, this risk shall pass back to the Contractor.

 

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

 

To the Authority’sProject Manager as detailed at Box 2 of DEFFORM 111 or his nominatedrepresentative.

 

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

 

12

----

 

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

 

| WOLFHOUND  Contract Terms &  Conditions | **PROTECT - CONTRACT** | ContractSUVC1/0208 |
|--------------------------------------------------|------------------------|--------------------|

 

Please refer tothe Authority’s Project Manager as detailed at Box 2 of DEFFORM, or hisnominated representative, for delivery consignment instructions.

 

**9.****                                     ****NOT USED**

 

**10.****                              ****RECTIFICATION OF DEFECTSON DELIVERY**

 

10.1                           Notwithstanding the provisions of DEFCONs524 and 525, the Contractor shall rectify any defects found on Delivery at hisown cost, with no additional cost to the Authority, within 5 (five) businessdays. Acceptance shall not take place until all defects have been made good andthe Acceptance criteria met.

 

**11.****                              ****ACCEPTANCE**

 

11.1.                        Notwithstanding the provisions of DEFCONs524 and 525, the following acceptance criteria shall apply:

 

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

 

Acceptance shall occur onthe successful passing of the following Inspections:

 

i.                                          Inspection by the Authority’s QualityAssurance Representative at Box 7 to DEFFORM 111 or his nominatedrepresentative; or by the Authority’s Project Manager at Box 2 to DEFFORM 111;and.

 

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

 

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

 

SORItems 3 to 22 inclusive:

 

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

 

**12.****                              ****PAYMENT AND INVOICING**

 

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

 

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

 

12.3.                        Upon receipt of the endorsed relevantform, the Contractor shall submit his claim for payment to the Bill PayingAuthority referenced at Box 11 of the DEFFORM 111, accompanied by a DAB10.

 

13

----

 

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

 

| WOLFHOUND  Contract Terms &  Conditions | **PROTECT - CONTRACT** | ContractSUVC1/0208 |
|--------------------------------------------------|------------------------|--------------------|

 

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

 

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

 

**13.****                              ****RELIABILITY ANDACCEPTANCE TRIALS**

 

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

 

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

 

**14.****                              ****QUALITY ASSURANCE**

 

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

 

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

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

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

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

·                  STANAG 4107 Mutual Acceptance of Government QualityAssurance and Usage of the Allied Quality Assurance Publications, Edition 8 dated06 July 2007

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

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

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

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

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

 

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

 

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

 

14.4.             The Contractor shall use reasonableendeavours to work to ISO 9000:2008 series of standards, or to a similarrecognised national or international third party accreditation scheme andobtain certification within a timely manner.

 

14

----

 

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

 

| WOLFHOUND  Contract Terms &  Conditions | **PROTECT - CONTRACT** | ContractSUVC1/0208 |
|--------------------------------------------------|------------------------|--------------------|

 

**15.****                              ****WARRANTY INTERPRETATION**

 

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

 
| Warranty Claim Form                           |   | MOD Form 777  (Annex R or S to Contract)                                                                                                                                                                |
|-----------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                          |   |                                                                                                                                                                                                         |
| User Units                                    |   | The Authority’s  employees, agents (including but not limited to regiments, other military  sections, units or divisions) that will keep or use the Articles for any  purpose.                          |
|                                          |   |                                                                                                                                                                                                         |
| Part(s)                                       |   | The smallest possible  component which can be replaced using tools provided at unit level: for the  purposes of the Contract, major sub-assemblies/sub-assemblies shall be  considered to constitute a Part. |
|                                          |   |                                                                                                                                                                                                         |
| MOD  Reliability & Acceptance Trials |   | A trial of production  vehicles in accordance with the Statement of Work at Annex A to Contract                                                                                                              |
|                                          |   |                                                                                                                                                                                                         |
| Technical Manuals                             |   | The AESP Technical  Publications under Item 4 of the Schedule of Requirements (SOR)                                                                                                                          |
|                                          |   |                                                                                                                                                                                                         |
| Warranty Claim                                |   | A claim by the  Authority against the Contractor for a failure of any Part under  Conditions 16 and 17.                                                                                                 |

 

**16.****                              ****PARTS & LABOURWARRANTY**

 

16.1.                        The Contractor shall provide theAuthority with a Parts and Labour Warranty for each WOLFHOUND vehicle inaccordance with Annex R to Contract.

 

16.2.                        Should the Authority undertake warrantyrepairs in accordance with paragraph 5 of Annex R to Contract, the Contractorshall reimburse the labour costs incurred by the Authority at the followinginclusive labour rate:

 

£**[***]** per hour

 

**17.****                              ****RELIABILITY WARRANTY**

 

17.1.                        The Contractor shall provide theAuthority with a Reliability Warranty for each WOLFHOUND vehicle in accordancewith Annex S to Contract.

 

17.2.                        Should the Authority undertake warrantyrepairs in accordance with paragraph 5 of Annex S to Contract, the Contractorshall reimburse the labour costs incurred by the Authority at the followinginclusive labour rate:

 

£**[***]** per hour

 

**18.****                              ****GOVERNMENT FURNISHEDASSETS (GFA)**

 

18.1.                        The Authority shall be responsible forproviding and/or making available free of charge to the Contractor those itemsin terms of Government Furnished Assets (GFA) which are listed at Annex D toContract in accordance with DEFCON 611. All such items shall be held on loanterms as detailed in Annex D to Contract and shall be used only in aid of thework to be carried out under this contract. The Authority shall endeavour tokeep the Contractor informed of any delay to the delivery of GFA as soon asreasonably practicable. In the event of such delay or any other action,inaction or omission of the Authority preventing or delaying the performance bythe Contractor of its obligations under this Contract, the Contractor shall notbe liable for such delay or failure to perform provided it provides an impactstatement to the Authority which 

 

15

----

 

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

 

| WOLFHOUND  Contract Terms &  Conditions | **PROTECT - CONTRACT** | ContractSUVC1/0208 |
|--------------------------------------------------|------------------------|--------------------|

 

demonstrates such impactis as a direct result of the Authority’s failure to provide GFA items inaccordance with Annex D to Contract. Upon receipt of such impact statement, andprovided that such impact is directly attributable to the Authority’s failureto provide GFA items, the Parties shall agree any fair and reasonable Contractchanges which shall be implemented in accordance with Contract Condition 38. Inthe event the parties are unable to agree the parties shall refer to thedispute resolution procedures under DEFCON 530. Immediately that he is aware ofany delay in receipt of GFA, the Contractor shall advise the Project Managerdetailed at Box 2 of DEFFORM 111. No other GFA shall be issued or madeavailable by the Authority as a Contract dependency and the Authority does notguarantee to provide any GFA which is not identified in Annex D to Contract.

 

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

 

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

 

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

 

**20.****                              ****SUB-CONTRACTING**

 

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

 

20.2.                        The Contractor shall be responsible forthe management of any sub-contractors or agents and shall accept fullresponsibility for their performance. The sub-Contracting of any obligationunder this Contract shall not relieve or excuse the Contractor from its obligationsto the Authority in respect of the due performance of such obligations. TheContractor shall be responsible to the Authority for the acts or omissions ofthat sub-Contractor in relation to such sub-Contractor’s performance of thisContract shall be regarded as an act or omission of the Contractor.

 

20.3.                        The Authority shall not intervene indisputes between the Contractor and its sub-Contractors, nor shall it dealdirectly with any sub-Contractor. All approaches to the Authority shall only bemade by the Contractor.

 

20.4.                        In the event that any Sub-Contractor orAgent generates any Intellectual Property including Patents, Registered TradeMarks and Registered Designs (and applications for the same), Copyright, DesignRight, Unregistered Trade Marks, know-how and confidential information; thenthe Contractor shall ensure that the sub-contractor or agent enters into anAgreement with the Authority in the form of DEFFORM 177, Design Rights andPatents Sub-Contractors Agreement prior to commencement of any work.

 

**21.****                              ****PROGRESS REPORTS,PROGRESS MEETINGS AND DESIGN REVIEWS**

 

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

 

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

 

16

----

 

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

 

| WOLFHOUND  Contract Terms &  Conditions | **PROTECT - CONTRACT** | ContractSUVC1/0208 |
|--------------------------------------------------|------------------------|--------------------|

 

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

 

**22.****                              ****EXPORT LICENCES FROM USGOVERNMENT**

 

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

 

**23.****                              ****CUSTOMS CLEARANCE**

 

23.1.                        The Contractor shall be responsible forclearance outwards from the country of origin and through UK customs. IfDelivery Verification Certificates are required, it shall be the responsibilityof the Contractor to obtain the certificates from the point of import.

 

**24.****                              ****CONTRACTORS PERSONNEL**

 

24.1.                        Personnel employed under the Contractmust have appropriate qualifications and competence for the tasks on which theyare engaged and in all aspects acceptable to the Authority. The Authority mayonly object on reasonable and demonstrable grounds

 

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

 

24.3.                        The Contractor shall take all reasonablesteps to avoid changes of key personnel assigned to and accepted for work underthis Contract. The Authority shall be notified in advance of any change of keypersonnel.

 

**25.****                              ****SECURITY OF MINISTRYPROPERTY**

 

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

 

25.2.                        The Contractor shall confirm in writingto the Commercial Branch that the definition of the Classified matter has beenbrought to the attention of the person(s) directly responsible for theSecurity of the Contract, that the definition is understood and that measurescan be/will be taken to safeguard the Classified matter and he/she shallimmediately refer any difficulties in these respects to the PMT SecurityOfficer Mr R Hobbs, PMT, Spruce 3.A, Defence Equipment & Support AbbeyWood, Bristol, BS34 8JH. Telephone: 01179 139807

 

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

 

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

 

25.5.                        The Contractor shall be entirelyresponsible for the security of all Property in his possession for the purposeof the Contract. Such Property must be effectively secured and not leftunattended in any place accessible to the public.

 

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

 

17

----

 

 

 

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

 
| WOLFHOUND  Contract Terms &  Conditions | **PROTECT  - CONTRACT** | Contract  SUVC1/0208 |
|---------------------------------------------|-------------------------|----------------------|

 

**26.****                   ****MARKING OF ARTICLES**

 

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

 

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

 

**27.****                   ****REGISTRATION PLATES ANDALLOCATION OF REGISTRATION NUMBERS**

 

27.1.             The Contractor shall supply and fit registrationplates in accordance with the Systems Requirement Document at Appendix A to theStatement of Work at Annex A to Contract. Application for registration platesshall be made, in writing, 28 days before they are required to:

 

WOLFHOUND Project Manager

Protected Mobility Team

Defence Equipment &Support

Spruce 3a, #1302

MoD Abbey Wood

Bristol

BS34 8JH

 

27.2.             Prior to consignment of the vehicles, the Contractorshall notify the allocation of vehicle registration numbers to chassis andengine numbers as appropriate to the address outlined above.

 

**28.****                   ****SUPPLIER DEVELOPMENTSCHEME — SUPPLIER AND CUSTOMER PERFORMANCE MEASUREMENT**

 

28.1.             The Contractor and the Authority agree to monitorperformance under the Contract in accordance with the Supplier DevelopmentScheme, Supplier and Customer Performance Measurement Process.

 

**29.****                   ****PUBLICITY**

 

29.1.             Anyannouncement; or the content of any announcement, regarding this Contract shallbe subject to agreement by the Authority.

 

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

 

30.1.             Some equipment being returned from theatre to UK forservicing and maintenance maybe contaminated with dust potentially containingrespirable crystalline silica. Maintenance, servicing and refurbishment activities that disturb thisdust carry with them the potential to expose those undertaking the task toairborne dust containing respirable crystalline silica.

 

30.2.             The Contractor shall ensure that exposure to hazardoussubstances must be adequately controlled and, for substances assigned aWorkplace Exposure Limit (WEL), exposure does not exceed the WEL. Respirablecrystalline silica has been assigned an 8 Hr Time Weighted Average (TWA) WEL of0.1 mg/M3.

 

30.3.                        Processes that actively generate airbornedust, such as use of compressed air lines, should be avoided.  Cleaning techniques that minimise generationof airborne dust include wet or vacuum cleaning. If this is not reasonablypracticable or does not reduce exposure sufficiently then use of enclosuresand/or properly designed exhaust ventilation systems — supplemented byrespiratory protective equipment — may be necessary. The provision ofrespiratory protective equipment on its own as a control measure is unlikely tobe acceptable.

 

18

----

 

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

 
| WOLFHOUND  Contract Terms &  Conditions | **PROTECT  - CONTRACT** | Contract  SUVC1/0208 |
|---------------------------------------------|-------------------------|----------------------|

 

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

 

30.5.                        The Contractor shall forward thisinformation to any companies in his supply chain that are involved in anyactivity, e.g. repair, servicing, maintenance, refurbishment, disposal, etc.,of the equipment(s), sub-systems, and/or components, that may disturb any duston such items.

 

**31.****                              ****CONTRACTOR ON DEPLOYEDOPERATIONS (CONDO)**

 

31.1.                        In the event the Authority tasks theContractor to provide Field Support Representatives (FSR’s), the Parties shallprovide CONDO services in accordance with DEFCON 697 and DEF-STAN 05-129.

 

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

 

**32.****                              ****RISK**

 

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

 

32.2.                        The Authority’s acceptance of thecontractor’s Risk & Opportunity Management Plan (ROMP) does not implyacceptance of any slippage, additional cost, or performance shortfallidentified in the Risk Assessment. Similarly any statement on Risk ownership iswithout prejudice to the adjudication of liability in the case of any eventarising. Nothing contained in Appendix B to Annex A shall reduce thecontractor’s commitment to meet the requirements of the contract.

 

**33.****                              ****OPTION TO PURCHASEFURTHER ITEMS**

 

33.1.                        In addition to the articles detailedunder Items 1, 2, 6, 7 and 8 the Schedule of Requirements (SOR), and inconsideration of placing this contract, the Contractor hereby grants to theAuthority the irrevocable option to procure further quantities at the pricesagreed at Item 6, 7, 8 and 19 of the Schedule of Requirements (SOR).

 

**34.****                              ****ENTIRE AGREEMENT**

 

34.1.                        Subject to Contract Condition 19, thisContract and its annexes and attachments constitute the entire understandingand agreement between the Parties and supersedes all previous agreements andunderstandings between the Parties with respect to the matters referred toherein.

 

34.2.                        The Parties acknowledge and agree thatthis Contract has not been entered into in reliance, in whole or part, on anystatement, representation, warranty or understanding (whether negligently orinnocently made) by any person (whether a party or otherwise) except thoseexpressly set out in this document.

 

**35.****                              ****PROVISION BY THECONTRACTOR OF THE TRAINING UNDER CONTRACT ITEMS 11 AND 13**

 

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

 

19

----

 

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

 
| WOLFHOUND  Contract Terms &  Conditions | **PROTECT  - CONTRACT** | Contract  SUVC1/0208 |
|---------------------------------------------|-------------------------|----------------------|

 

**36.****                              ****DATA HANDLING**

 

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

 

36.2.                        Notwithstanding the general obligation inCondition 36.1, where the Contractor is processing personal data (as defined bythe DPA) as a data processor for the Authority (as defined by the DPA) theContractor shall ensure that it has in place appropriate technical andorganisational measures to ensure the security of the personal data (and toguard against unauthorised or unlawful processing of the personal data andagainst accidental loss or destruction of, or damage to, the personal data), asrequired under Seventh Data Protection Principle in Schedule 1 to the DPA; and

 

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

 

36.2.2.                         Promptly notify the Authority of anybreach of the security measures required to be put in place pursuant toCondition 36.2, and

 

36.2.3.                          Ensure that it does nothing knowingly ornegligently which places the Authority in breach of the Authority’s obligationsunder the DPA.

 

36.3.                        The provisions of this Condition shallapply during the continuance of this Contract and indefinitely after its expiryor termination.

 

**37.****                              ****DEFAULT**

 

**37.1.****                    ****Contractor Default**

 

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

 

(i)                                                the grounds referred to in DEFCON 515;

 

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

 

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

 

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

 

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

 

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

 

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

 

37.1.2.3.      The Contractor shall submit theRectification Plan for the Authority’s approval, which shall not beunreasonably withheld. Provided that the Authority approves the RectificationPlan and the

 

20

----

 

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

 
| WOLFHOUND  Contract Terms &  Conditions | **PROTECT  - CONTRACT** | Contract  SUVC1/0208 |
|---------------------------------------------|-------------------------|----------------------|

 

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

 

37.1.2.4.                 In****theevent that the Authority approves the Rectification Plan but the Contractorfails to rectify the breach in accordance with the Rectification Plan withinthe agreed period, or any longer period as may be agreed, then the Authoritymay proceed to terminate the Contract or issue a Step-In Notice, in each casein accordance with the provisions of Condition 37.1.2.6 below.

 

37.1.2.5.                 In the event that the Authority, acting reasonably,rejects the Rectification Plan, the Contractor shall be provided with a further10 business days in which to amend the Rectification Plan and submit to theAuthority for approval pursuant to the terms of this Clause (an “**Amended Rectification Plan**”).  In the event that the Authority, actingreasonably, rejects the Amended Rectification Plan the Authority may proceed toterminate the Contract in accordance with the provisions of Condition 37.2 orissue a Step-In Notice, in each case in accordance with the provisions ofCondition 37.1.2.6 below.

 

37.1.2.6.                 If the Contractor:

 

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

 

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

 

(iii)                       fails to remedy the breach in accordance with therelevant Rectification Plan, or Amended Rectification Plan (as the case maybe),

 

the Authority may, by writtennotice to the Contractor:

 

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

 

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

 

37.1.2.7.                 The Authority shall, in its absolute discretion, givenotice to the Contractor which action it intends to take. The Authority shallnot be bound to undertake Step-In action prior to termination. In either case,the Authority shall proceed in accordance with Condition 37.2 for terminationor Condition 37.3 for Step-In.

 

**37.2.****         ****Termination Notice**

 

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

 

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

 

(i)                             request that the Contractor promptlyrecover such Articles (or any of them), and the Contractor shall comply withsuch request; or

 

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

 

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

 

21

----

 

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

 
| WOLFHOUND  Contract Terms &  Conditions | **PROTECT  - CONTRACT** | Contract  SUVC1/0208 |
|---------------------------------------------|-------------------------|----------------------|

 

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

 

(ii)                          and not accepted by the Authority and/ormade subject to any withholding by the Authority as at that date, the Authorityshall pay to the Contractor the Contractor’s Price for the provision of suchServices less any withholding.

 

and in either case theamount to be paid under Conditions 37.2.1.2(i) or 37.2.1.2(ii) above shallnot exceed the amount that would otherwise have been payable by the Authorityfor such Services.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

**37.3.****         ****Step-In Notice**

 

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

 

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

 

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

 

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

 

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

 

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

 

22

----

 

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

 
| WOLFHOUND  Contract Terms &  Conditions | **PROTECT  - CONTRACT** | Contract  SUVC1/0208 |
|---------------------------------------------|-------------------------|----------------------|

 

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

 

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

 

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

 

37.3.5.                                       The Authority shall take any action underthis Condition 37.3 using the funds allocated, to the SOR Items affected by theStep-In and the Authority shall reimburse the Contractor for all reasonableadditional costs incurred by the Contractor in assisting the Authority providedthat the Authority shall otherwise have no liability to the Contractor as aresult of any action taken pursuant to this Condition.

 

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

 

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

 

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

 

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

 

**38.****                   ****CONTRACT CHANGEPROCEDURE**

 

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

 

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

 

38.3.             For each and every proposed change affecting theexisting contract price, Firm price quotations in accordance with Condition 7and with a validity of at least 6 months shall be submitted to the Authority bythe Contractor with each change proposal form. All quotations submitted shallbe accompanied with an analysis showing the way in which the Contractor hasbuilt up the price under the following headings:

 

a)                            Direct Labour (man hours and wage rates)

b)                           Overheads

c)                            Materials

d)                           Sub-contracted work

e)                            Special Jigs, Tools, etc

f)                              Profit

 

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

 

23

----

 

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

 
| WOLFHOUND  Contract Terms &  Conditions | **PROTECT  - CONTRACT** | Contract  SUVC1/0208 |
|---------------------------------------------|-------------------------|----------------------|

 

38.5.             When a Change Proposal Form is completed in allits terms, it may be signed by an authorised representative of the Contractorand the Authority’s Project Manager as indicating the correctness of theinformation contained therein. Following this action, at the Authority’sdiscretion, a formal Contract Amendment may be offered by the Authority’sCommercial Manager.

 

38.6.             No changes shall become effective until a contractamendment incorporating the change has been issued by the Authority andaccepted unconditionally by the Contractor. All changes shall be recorded atAnnex U to Contract.

 

**39.****                   ****LIQUIDATED DAMAGES**

 

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

 

39.2.             Accordingly, if any of the Articles are not deliveredwithin the time or times specified in the Contract, the Contractor shall beliable to pay to the Authority as liquidated damages (which the Parties agreerepresents a genuine pre-estimate of the Authority’s losses in thecircumstances covered by this Condition) for delay in relation to the deliveryof:

 

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

 

(b)         Thefollowing support articles:

(i)                                   Interim Technical Publications (part ofSOR Item 4);

(ii)                                Support & Test Equipment (SORItem 7);

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

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

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

 

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

 

39.4.             Damages shall be payable hereunder in respect of anyperiod during which the contract subsists, notwithstanding its ultimatedetermination under Contract Condition 37. Subject to the Authority’s rightsunder Condition 37.1.2.6 following Contractor Default as defined in Condition37.1.1(iv), the payment of liquidated damages in accordance with this Condition39 represents the Authority’s sole remedy for delay.

 

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

 

**40.****                   ****INTELLECTUAL PROPERTYRIGHTS**

 

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

 

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

 

24

----

 

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

 
| WOLFHOUND  Contract Terms &  Conditions | **PROTECT  - CONTRACT** | Contract  SUVC1/0208 |
|---------------------------------------------|-------------------------|----------------------|

 

under Annex E as a resultof a failure to obtain export licences, provided it has submitted anyapplications in a timely manner.

 

**41.****                   ****FORCE MAJEURE**

 

41.1.             Notwithstandingthe provisions of Condition 37, if, by reason of any acts of nature, war,hostilities or of any fire at any of the Contractor’s premises or those of hissuppliers or the inability to obtain or maintain any necessary import and/orexport licence or consent despite having used best endeavours to do so andproviding that the Contractor has not infringed the terms of any license, theContractor shall have been delayed in completing the manufacture and/orintegration of WOLFHOUND vehicles, the contractor shall, immediately uponbecoming aware that any such delay has been caused, give to the Authoritynotice in writing of his claim for an extension of time for the completion ofthe manufacture and/or integration of WOLFHOUND vehicles and the Authorityshall (a) allow the contractor an extension of time for such completion inrespect of any delay caused by any of the circumstances before mentioned asshall be reasonable and (b) not hold the Contractor liable for breach ofthis Contract by reason of such delay.. Provided always that the Contractorshall not be entitled to any extension of time unless he shall at all timeshave used all reasonable endeavours to prevent any such delay and to minimiseany such delay and to do all that may be reasonably required to thesatisfaction of the Authority to proceed with the work.

 

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

 

25

----

 

 

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

 
| WOLFHOUND            |   | **PROTECT - CONTRACT** |   | Contract   |
|----------------------|--------|------------------------|--------|------------|
| Contract Terms & |   |                   |   | SUVC1/0208 |
| Conditions           |   |                   |   |       |

 
| **DEFFORM 111**

**(Edn  02/09)**

**Appendix - Addresses and Other  Information** |
|-----------------------------------------------------------------------------------------|
|                                                                                    |   |   |   |   |
|                                                                                    | **1. Commercial Officer**

Mr Ben Grinham

Protected Mobility Team

Spruce 3a, #1302

MoD Abbey Wood

Bristol, BS34 8JH

 

Email: DES-SUV-CO4@mod.uk |   | **8. Public Accounting Authority**

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

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

 

(  0161 908 3001   Fax : 0161 908 3000 |   |
|                                                                                    | ** ** |   | ** ** |   |
|                                                                                    | **2. Project Manager, Equipment  Support Manager or IPT Leader**

 (from whom  technical information is available)

Mr David Thomas

Protected Mobility Team

Spruce 3a, #1302

MoD Abbey Wood

Bristol, BS34 8JH

 

Email: DESSUV-TSVPM2@mod.uk |   | **9.   Consignment Instructions**

The items are to be consigned as follows:

 

Defence Storage & Distribution Agency

Ashchurch

Gloucestershire

GL20 8LZ

  |   |
|                                                                                    | ** ** |   | ** ** |   |
|                                                                                    | **3. Packaging Approving Authority**

CTS Defence Packaging

Building S11

Fort Halstead

Sevenoakes

Kent

TN14 7BP

Tel:  01959  897253 |   | **10.  Transport.** The appropriate  Ministry of Defence Transport Offices are:

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

Overseas:

(        01264 38 1589 for exports      Fax.   01264 381598

(        01264 38 1580 for imports      Tel.   01264 381585

Fax             01264 38 1581 Tel. 01264 381577 |   |
|                                                                                    |   |   |   |   |
|                                                                                    | **4. (a) Supply/Support Management  Branch or JIGSAW Order Manager:**

 

**Tel No:**

 

**    (b) U.I.N.** |   | B. **SURFACE**  DSDA HQ Transport Stream, Building E1, E Site, Bicester, Oxon, OX25 2LD:

(        01869 258406/258403  for UK Ex-Works contracts

Fax      01869  257295                     (Ex-Works)

(        01264 38 1605                    for IMPORTS

(        01264 38 1602                    for EXPORTS

Fax      01264  38 1643                    (Imports and  Exports)

Also note: www.freightcollection.com |   |
|                                                                                    | ** ** |   |   |   |
|                                                                                    | **5. Drawings/Specifications are  available from**

** **

See Box 2 |   | **11. The Invoice Paying Authority  (see Note 1)**

Ministry of Defence                              (  0151-242-2000

DGFM FM SSC

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

Liverpool, L2 3LY                    **Website is: www.fmssc.mod.uk** |   |
|                                                                                    | ** ** |   | ** ** |   |
|                                                                                    | **6.   For contracts containing DEFCON 5, mauve Copies of MOD Form 640  are to be sent to**

 

See Box 1

 

(where no address is shown the mauve copy should be  destroyed) |   | **12.  Forms and Documentation are available  through *:**

Ministry of Defence, Forms and Pubns Commodity Management

PO Box 2, Building C16, C Site

Lower Arncott

Bicester, OX25 1LP   (Tel. 01869 256052)

A self-addressed label should be sent with each  application. |   |
|                                                                                    | ** ** |   | ** ** |   |
|                                                                                    | **7.    ****Quality Assurance Representative:**

 

Mr Tony Grantham

TES-DQAG-FF15D2

Room C14, Block 6, Government Buildings

Chalfont Drive,

Nottingham, NG8 3SD

E-mail: TES-DQAG-FF15D2@dpa.mod.uk**AQAPS** and **DEF STANs** are available from Stan 1,  Kentigern House,

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

**1.   Forms.**  Hard copies, including MOD Form 640  are available from address in Box 12., All other invoicing forms e.g. AG  Forms 169 and 173, are available from the website address shown at Box 11.**2.*** Many **DEFCONs and DEFFORMs** can also be obtained  from the MOD Internet Website; **www.aof.mod.uk/aofcontent/tactical/toolkit/index** |   |

 

26

----

 

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

 
| WOLFHOUND            |   | **PROTECT - CONTRACT** |   | Contract   |
|----------------------|--------|------------------------|--------|------------|
| Contract Terms & |   |                   |   | SUVC1/0208 |
| Conditions           |   |                   |   |       |   |

 
|                                                                                                                              |     **For Official Use Only Recoverable**

**YES** |  o                          | **NO**                                |  x                   |                         |                                                 | **Finance Branch**       | Protected Mobility Team |       |
|-----------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------|----------------------------------|---------------------------------------|---------------------------|------------------------------|------------------------------------------------------|--------------------------|-------------------------|------------|
|                                                                                                                              |                                                              |                             |                                  |                      |                         |                                                 | ** **               | ** **              |       |
|                                                                                                                              | **     Issue of Government Property**              | **YES**                          |  x                               | **NO**                    |  o                      |                                                 |                     | **LH No/Project No**    | P980055200 |   |
|                                                                                                                              | ** **                                                        |                             | ** **                            |                      |                         |                                                 | ** **               | ** **              |       |
|     **VAT Contractor - Country of Origin (delete those not  applicable)**                                          |                                                              | ** **                       |                                  |                      |                         | **Requisition No**                                   | CRF No. SUV/143     |                    |
|                                                                                                                              |                                                              |                             | ** **                            |                      |                         |                                                 | ** **               |                    |       |
|                                                                                                                              | **UK**                                                            |                             | **Overseas (non-EC  Country)**

**X** | **Overseas (EC Country)** |                         | **Project Management/ Production  branch reference** | Protected Mobility  Team |                    |
|                                                                                                                              |                                                              |                             | ** **                            |                      |                         | ** **                                           |                     |                    |
|      **If EC specify country:**                                                                               |                                                              | ** **                       |                                  |                      | **Place of manufacture**     | Ladson, South Carolina, USA                          |                     |
|                                                                                                                              |                                                              | ** **                       |                                  |                      | ** **                   |                                                 |                     |
|      **Outside the scope**                                                                                    | o                                                                 | **     Item Nos** | o                                     |                      | **Place of packaging**       |                                                 |                     |
|      **Exempt**                                                                                               | o                                                                 | **     Item Nos** | o                                     |                      |                         |                                                 |                     |
|      **Taxable Zero Rate**                                                                                    | o                                                                 | **     Item Nos** | o                                     |                      | **Contractor’s Tel No** | TBA                                                  |                     |
|      **Taxable - Standard Rate**                                                                              | x                                                                 |     **Item Nos**  | x                                     |                      |                         |                                                 |                     |
|                                                                                                                              |                                                              |                             |                                  |                      |                         |                                                 |                     |
|      **(where contract is with an overseas contractor RP (FIN) VAT Guidance  Note No 3 should be consulted)** |
|                                                                                                                                   |                                                                   |                                  |                                       |                           |                              |                                                      |                          |                         |            |  |  |  |  |  |  |  |  |  |

 

27

----