**Exhibit 10.4**

 

**[***] 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.**

 

**FPII Wolfhound Sub-contract**

** **
| Force Protection Industries, Inc.             |   | (1)    |
|-----------------------------------------------|--------|--------|
|                                          |   |   |
| and                                           |   |   |
|                                          |   |   |
| Integrated Survivability Technologies Limited |   | (2)    |

 

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**[***] 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.**

 

TABLEOF CONTENTS

 
| ** ** | ** **                                                  | **Page**   |
|------------|-------------------------------------------------------------|------------|
| ** ** | ** **                                                  | ** ** |
| 1          | DEFINITIONS AND INTERPRETATION                              | 1          |
|       |                                                        |       |
| 2          | DEFCONS                                                     | 6          |
|       |                                                        |       |
| 3          | SCOPE OF WORK                                               | 11         |
|       |                                                        |       |
| 4          | INTERPRETATION                                              | 11         |
|       |                                                        |       |
| 5          | SPECIFICATION AND BUILD STANDARD                            | 11         |
|       |                                                        |       |
| 6          | RIGHTS AND RESPONSIBILITIES                                 | 12         |
|       |                                                        |       |
| 7          | TECHNICAL ASSISTANCE                                        | 13         |
|       |                                                        |       |
| 8          | PRICES & GAINSHARE                                 | 14         |
|       |                                                        |       |
| 9          | DELIVERY                                                    | 15         |
|       |                                                        |       |
| 10         | RECTIFICATION OF DEFECTS ON DELIVERY                        | 17         |
|       |                                                        |       |
| 11         | NOT USED                                                    | 17         |
|       |                                                        |       |
| 12         | PAYMENT AND INVOICING                                       | 17         |
|       |                                                        |       |
| 13         | RELIABILITY AND ACCEPTANCE TRIALS                           | 18         |
|       |                                                        |       |
| 14         | FORCE MAJEURE                                               | 18         |
|       |                                                        |       |
| 15         | QUALITY ASSURANCE                                           | 19         |
|       |                                                        |       |
| 16         | PARTS & LABOUR WARRANTY                            | 21         |
|       |                                                        |       |
| 17         | RELIABILITY WARRANTY                                        | 21         |
|       |                                                        |       |
| 18         | GOVERNMENT FURNISHED ASSETS                                 | 21         |
|       |                                                        |       |
| 19         | SPECIAL JIGS, TOOLING & TEST EQUIPMENT  (S&TE) | 22         |
|       |                                                        |       |
| 20         | SUB-CONTRACTING                                             | 22         |
|       |                                                        |       |
| 21         | PROGRESS REPORTS, PROGRESS MEETINGS AND DESIGN  REVIEWS     | 23         |
|       |                                                        |       |
| 22         | EXPORT LICENCES FROM US GOVERNMENT                          | 24         |
|       |                                                        |       |
| 23         | CUSTOMS CLEARANCE                                           | 24         |
|       |                                                        |       |
| 24         | FPII PERSONNEL                                              | 24         |
|       |                                                        |       |
| 25         | SECURITY OF MOD PROPERTY                                    | 25         |
|       |                                                        |       |
| 26         | MARKING OF ARTICLES                                         | 25         |

 

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**[***] 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.**

 

TABLEOF CONTENTS

(continued)

 
| ** ** | ** **                                                                        | **Page**   |
|------------|-----------------------------------------------------------------------------------|------------|
| ** ** | ** **                                                                        | ** ** |
| 27         | REGISTRATION PLATES AND ALLOCATION OF  REGISTRATION NUMBERS                       | 26         |
|       |                                                                              |       |
| 28         | SUPPLIER DEVELOPMENT SCHEME — SUPPLIER AND  CUSTOMER PERFORMANCE MEASUREMENT | 26         |
|       |                                                                              |       |
| 29         | PUBLICITY                                                                         | 26         |
|       |                                                                              |       |
| 30         | POTENTIAL HAZARD - RESPIRABLE DUST ON EQUIPMENT  RETURNED FROM THEATRE            | 26         |
|       |                                                                              |       |
| 31         | CONTRACTOR ON DEPLOYED OPERATIONS (CONDO)                                         | 27         |
|       |                                                                              |       |
| 32         | RISK                                                                              | 28         |
|       |                                                                              |       |
| 33         | OPTION TO PURCHASE FURTHER ITEMS                                                  | 28         |
|       |                                                                              |       |
| 34         | ENTIRE AGREEMENT                                                                  | 28         |
|       |                                                                              |       |
| 35         | DATA HANDLING                                                                     | 29         |
|       |                                                                              |       |
| 36         | DEFAULT                                                                           | 29         |
|       |                                                                              |       |
| 37         | AGREEMENT AMENDMENT PROCEDURE                                                     | 30         |
|       |                                                                              |       |
| 38         | LIQUIDATED DAMAGES                                                                | 31         |
|       |                                                                              |       |
| 39         | INTELLECTUAL PROPERTY RIGHTS                                                      | 33         |
|       |                                                                              |       |
| 40         | ALLOCATION OF LIABILITY BETWEEN SUBCONTRACTS                                      | 33         |
|       |                                                                              |       |
| 41         | DISPUTE RESOLUTION                                                                | 35         |
|       |                                                                              |       |
| 42         | RELIEF FROM OBLIGATIONS AND ADDITIONAL PAYMENTS                                   | 37         |
|       |                                                                              |       |
| 43         | ANCILLARY SERVICES                                                                | 37         |
|       |                                                                              |       |
| 44         | COUNTERPARTS                                                                      | 37         |

 

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**[***] 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.**

 

**THIS AGREEMENT** is made on 1 April 2009

 

**BETWEEN:**

 

(1)           FORCEPROTECTION INDUSTRIES, INC. a company incorporated and registered in Nevadawith employee identification number (EN) 88-0361514 with a principal place ofbusiness at 9801 Highway 78, Building No. 1, Ladson, SC 29456 (**FPII**); and

 

(2)           INTEGRATEDSURVIVABILITY TECHNOLOGIES LIMITED a company incorporated and registered inEngland and Wales with company number 06805545 whose registered office is atNarrow Quay House, Narrow Quay, Bristol, BS1 4AH (**IST**),

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

** **

**BACKGROUND:**

 

(A)                              IST is a joint venturecompany set up to supply integrated vehicles, technical publications, sparesand services to the Authority under the MOD Contract.

 

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

 

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

** **

**IT IS AGREED** as follows:

** **

**1**                                         DEFINITIONS ANDINTERPRETATION

 

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

 

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

 

“**Actual FPIIDelivery Date**” has the meaning given in Clause 38.2;

 

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**[***] 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.**

 

“**Actual NPADelivery Date**” has the meaning given in Clause 38.3;

 

“**AgreementAmendment**” has the meaning set out in Clause 37.5;

 

“**AgreementAmendment Procedure**” has the meaning set out in Clause 37;

 

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

 

“**Authority**”means the Secretary of State for Defence;

 

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

 

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

 

“**Contract DataRequirements List**” or “**CDRL**”has the meaning set out in the MOD Contract;

 

“**Change ProposalForm**” means the form set out at Annex T to the MOD Contract;

 

“**Contractor’sTechnical Description**” means the document set out at Annex V to theMOD Contract;

 

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

 

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

 

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

of such Items;

 

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

 

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

 

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**[***] 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.**

 

“**FPII RelevantShare**” has the meaning given in Clause 40.4;

 

“**FPII VehicleSpecification**” means on any date, the then current Wolfhound basevehicle specification as**approvedin writing between NPA, FPII and IST, such approval not to be unreasonablywithheld or delayed

 

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

 

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

 

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

 

“**IntellectualProperty Rights**” or “**IPR**”means patents, designs, trade marks, service marks, trade names, logos, get-up,domain names, copyright (including rights in computer software), databaserights, plant variety rights, semiconductor topography rights, rights inperformances, moral rights, confidential information and know-how, whetherregistered or not including applications for registration and all similar formsof protection anywhere in the world.

 

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

 

“**IST Parts andLabour Warranty**” means the parts and labour warranty provided by ISTto the Authority under the MOD Contract;

 

“**IST RelevantShare**” has the meaning given in Clause 40.4;

 

“**IST ReliabilityWarranty**” means the reliability warranty provided by IST to theAuthority under the MOD Contract;

 

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

 

3

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**[***] 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.**

 

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

 

“**MOD Contract**”means the contract between IST and the Authority for the supply of Wolfhoundintegrated vehicles, technical publications, spares and services dated on orabout the date of this Agreement;

 

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

 

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

 

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

 

“**NPA RelevantShare**” has the meaning given in Clause 40.4;

 

“**NPA IntegratedVehicle**” has the meaning given in Clause 38.3;

 

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

 

“**NPA VehicleSpecification**” means on any date, the then current integratedWolfhound vehicle specification as approved in writing between NPA, FPII andIST, such approval not to be unreasonably withheld or delayed;

 

“**Payment ApprovalRequest**” has the meaning given in Clause 12.1;

 

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

 

“**ProvisionalRelevant Share**” has the meaning given in Clause 40.6;

 

“**QMAPS**”has the meaning given in Clause 15.1;

 

4

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**[***] 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.**

 

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

 

“**Relevant ShareDetermination**” has the meaning given in Clause 40.6;

 

“**Risk andOpportunity Management Plan**” or “**ROMP**”means the risk and opportunity management plan provided by IST under the MODContract;

 

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

 

“**Scheduled FPIIDelivery Date**” has the meaning given in Clause 38.2;

 

“**Scheduled NPADelivery Date**” has the meaning given in Clause 38.3;

 

“**Schedule ofRequirements**” or “**SOR**”is as set out in Schedule 1;

 

“**Statement of Work**”or “**SOW**” is as set out in Schedule1;

 

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

 

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

 

1.2                               Other capitalised termswhich are used, but not defined, in this. Agreement shall have the meaninggiven to them in the MOD Contract.

 

1.3                                 In this Agreement, unlessotherwise specified:

 

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

 

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

 

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**[***] 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.**

 

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

 

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

 

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

 

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

 

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

** **

**2**                                         DEFCONS

 

2.1                               **Generalobligations**

 

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

 

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

 

(ii)                                assist IST in performing itsobligations under such DEFCONS, including but not limited to providing suchinformation as IST may 

 

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**[***] 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-2 PROMULGATEDUNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.**

 

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

 

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

 

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

 

(C)                                DEFCON 649 (Vesting, Edition07/99).

 

(b)                                 With respect to the DEFCONSlisted at Schedule 7, such DEFCONS shall be**incorporatedinto this Agreement save that all references to the following terms shall bereplaced as follows:

 

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

 

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

 

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

 

together with such other amendments as are necessary (including but notlimited to replacing “Authority” with “Authority and IST”) to give effect torights which are clearly to be retained by the Authority either alone or inaddition to IST. In addition to the specific obligations incorporated by suchamended DEFCONS, FPII shall, as far as is reasonable, assist IST in performingits obligations under such DEFCONS pursuant to the MOD Contract.

 

2.2                                 **DEFCONderived special conditions**

 

The following DEFCONS shall be incorporated asamended by this Clause 2.2:

 

(a)                                  **DEFCON 516(Racial Discrimination)**

 

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

 

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**[***] 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.**

 

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

 

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

 

(i)                                   IST’s progress and qualitystandards in performing the work under the MOD Contract is to be monitored bythe Authority. To assist with this obligation, as far as is reasonablypracticable, FPII shall provide to the Authority’s and IST’s representativesall reasonable access to its premises and shall provide reasonable assistanceto enable IST’s representatives to obtain necessary security clearances.

 

(ii)                                FPII shall provide, at noadditional direct cost to the Authority or IST, such accommodation andfacilities for representatives of the Authority as the Authority and/or IST mayreasonably require in order to comply with the obligation under clause2.2(b)(i). All accommodation provided shall be adequately furnished, lit,heated and ventilated and shall include suitable cloakroom and communicationfacilities.

 

(c)                                  **DEFCON 643(Price Fixing)**

 

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

 

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

 

(iii)                             DEFCON 643 shall be amendedto read “In the event of delay in fixing prices fair and reasonable maximumprovisional prices shall be fixed by the Authority, and the Authority reservesthe right to alter 

 

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**[***] 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.**

 

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

 

(d)                                 **DEFCON 648A(Availability of Information)**

 

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

 

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

 

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

 

(f)                                    **DEFCON 656(Break)**

 

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

 

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

 

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**[***] 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.**

 

(ii)                                the period of the notice ofdetermination shall be such period as may be specified in this Agreement or, ifno period is specified, twenty Business Days; and

 

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

 

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

 

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

 

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

 

If the Authority agrees, in accordance with DEFCON 694, that FPII shallhave responsibility in FPII’s Public Store Account (as defined in DEFSTAN05-99) for property of the Authority issued in respect of the MOD Contract,then clauses 1, 2, 4 and 7 of DEFCON 694 Edition 06/06 shall be incorporatedinto this Agreement save that references to ‘the Contractor’ shall be replacedby ‘IST’, ‘the Contract’ by ‘this Agreement’ and ‘his subcontractors’ by ‘FPII’.

 

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

 

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

 

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**[***] 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.**

 

(j)                                    **DEFCON 697(Contractors on Deployed Operations)**

 

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

 

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

 

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

 

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

 

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

 

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

 

**3**                                         SCOPE OF WORK

** **

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

 

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

 

**4**                                         INTERPRETATION

** **

In the event of:

 

(a)                                any conflict arising betweenthe contents or order of precedence of any technical or administrativedocuments and the terms and conditions of this Agreement; or

 

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

 

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**[***] 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.**

 

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

 

**5**                                         SPECIFICATION AND BUILDSTANDARD

** **

5.1                               The build standard for ItemsNo. 1 and 2 of the SOR shall, to the extent applicable to the scope ofthis Agreement as determined by Schedule 1 be that of the first-off vehicleproduced to the Contractor’s Build Standard as amended through theConfiguration Control procedures of the MOD Contract, to meet the performanceand reliability requirements of the SOW and the Contractor’s TechnicalDescription and acceptance by IST (the **BuildStandard**).

 

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

 

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

 

**6**                                         RIGHTS AND RESPONSIBILITIES

** **

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

 

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

 

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**[***] 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.**

 

6.3                               Should FPII fail to completeany part of the work or supply any of the Articles as required by thisAgreement to the reasonable satisfaction of IST (an **FPII Failure**), it shall be FPII’s responsibility to rectifythat FPII Failure to the reasonable satisfaction of IST at no additional costto IST except to the extent that and for so long as such FPII Failure is causedby any undue delay by the Authority or any act or omission of IST and/or NPA(or their respective agents, employees, subcontractors or otherrepresentatives) (a **Relevant FPII Dependency**).

 

6.4                               FPII shall promptly notifyIST when:

 

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

 

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

 

6.5                               IST shall includecorresponding provisions to Clauses 6.3 and 6.4 in the NPA Subcontract whichwill require NPA to promptly notify IST where it relies on an act or omissionof FPII (or its agents, employees, subcontractors or other representatives) (a **Relevant NPA Dependency**) to excuse itsfailure to complete any part of the work or supply any of the articles asrequired by that agreement or to meet any of the acceptance criteria as statedin that agreement to the reasonable satisfaction of IST (an **NPA Failure**).

 

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

 

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

 

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6.8                               Any advice offered duringthe course of the Agreement by IST, NPA or the Authority, or any representativeof IST, NPA or the Authority, shall be deemed to be given withoutresponsibility on the part of IST, NPA or the Authority and FPII remains liableunder the Agreement to produce the Articles or perform the Services inaccordance with this Agreement.

 

**7**                                         TECHNICAL ASSISTANCE

** **

7.1                               IST may engage organisationsto assist it with this Agreement. In such circumstances, these parties shall bedeemed to be approved representatives of IST to whom FPII shall make availablesuch information and facilities as are necessary to enable them to fulfil theirobligations to IST.

 

7.2                               Any contract placed by ISTfor the services mentioned in Clause 7.1 above shall include suitableprovisions for the protection of the confidentiality of any information releasedunder the said contract.

 

**8**                                         PRICES & GAINSHARE

** **

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

 

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

 

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

 

(b)                                 For SOR Items 2 to 26inclusive (subject to any options being taken): IST shall pay **[***]**% of the maximum provision al pricesdetailed within the SOR upon successful delivery of the Articles. Payment ofthe remaining **[***]**% for SOR Items2 to 26 inclusive shall be subject to the outcome of the CAS priceinvestigation under the MOD Contract.

 

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

 

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

 

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

 

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

 

8.5                               FPII shall actively seekinnovative approaches in reducing cost. IST shall endeavour to assist FPII withthis activity. In the event FPII is able to reduce cost against that detailedin the pricing model (as agreed by IST, NPA and FPII) and IST receives a correspondingpayment under Condition 7.5 of the MOD Contract, IST shall promptly pay suchamount to FPII.

 

8.6                               FPII shall clearly recordand make available at the request of IST all costs associated with thisAgreement to allow this gainshare to be applied. Further, FPII shall atquarterly intervals produce a detailed account of any savings made against theagreed costs. On 

 

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

 

**9**                                         DELIVERY

** **

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

 

9.2                               Delivery shall be includedin the price of all items.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(b)                                 SOR Items 2, 3and 21

 

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

 

(ii)                                 risk of any damage, theft orloss shall rest with NPA from such time as FPII delivers SOR Item la), lb) or1c) in accordance with Clause 9.3(a) above until such Items have beensuccessfully delivered and are in the possession of the IST and/or theAuthority at such location. Should such Items have to be taken off suchpremises by NPA for remedial work, this risk shall pass back to NPA.

 

**10**                                  RECTIFICATION OF DEFECTS ONDELIVERY

** **

10.1                         IST shall require NPA topromptly notify IST on becoming aware of any failure of SOR Item la), lb) or1c) to comply with the FPII Vehicle Specification. With such notice NPA shall,to the extent reasonably practicable, be required to provide an outline of thefeasibility, timing and costs likely to be associated with remedying thefailure.

 

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10.2                         Promptly on becoming awareof any such failure (whether pursuant to a notice from NPA under Clause 10.1 orotherwise) IST shall promptly notify FPII and FPII shall be entitled to makerepresentations to IST.

 

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

 

**11**                                  NOT USED

** **

**12**                                  PAYMENT AND INVOICING

** **

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

 

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

 

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

 

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

 

(b)                                 receives the correspondingpayment from the Authority under the MOD Contract.

 

12.4                         On receipt of notice fromIST that it has received the corresponding payment from the Authority, FPII maysubmit an invoice to IST requiring payment of the relevant amount no later than30 days from the date of receipt by IST of FPII’s invoice.

 

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** **

**13**                                  RELIABILITY AND ACCEPTANCETRIALS

** **

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

 

13.2                         FPII shall use bestendeavours to support IST in delivering the equipment, personnel, training andsupport necessary to facilitate the trialling in accordance with the MODContract to allow the Authority to validate and verify the vehicles andancillaries against the Authority’s SRD and SOW. IST reserves the right tochange the location of trialling within the UK at no additional cost.

 

**14**                                  FORCE MAJEURE

** **

14.1                         Notwithstanding theprovisions of Clause 36, if, by reason of any acts of nature, war, hostilitiesor of any fire at any of the premises of IST, FPII or those of their suppliersor the inability to obtain or maintain any necessary import and/or exportlicence or consent despite having used best endeavours to do so and providingthat FPII has not infringed the terms of any licence, FPII shall have beendelayed in completing its obligations under this Agreement, FPII shall, immediatelyupon becoming aware that any such delay has been caused, give to IST notice inwriting of his claim for an extension of time for the completion of itsobligations under this Agreement and IST shall (a) allow FPII an extensionof time for such completion in respect of any delay caused by any of thecircumstances before mentioned as shall be reasonable and (b) not holdFPII liable for breach of this Agreement by reason of such delay. Providedalways that FPII shall not be entitled to any extension of time:

 

(a)                                  unless it 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 IST to proceed with the work; and

 

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

 

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

 

**15**                                  QUALITY ASSURANCE

** **

15.1                           For the duration of thisAgreement FPII shall maintain its Quality Assurance (QA) process system inaccordance with the Quality Assurance Management Plan and Strategy (**QMAPS**) and Schedule 1 and the followingstandards:

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

15.2                         All requirements of thisAgreement shall be subject to Government Quality Assurance.  The Government Quality AssuranceRepresentative for the purposes of this Agreement is as set out in the MODContract.

 

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

 

15.4                         FPII shall use reasonableendeavours to obtain certification to ISO 9000:2008 series of standards, or toa similar recognised national or international third party accreditationscheme.

 

**16**                                  PARTS & LABOURWARRANTY

** **

16.1                         FPII acknowledges that ISTis required to provide the Authority with a parts and labour warranty inaccordance with Condition 16 and Annex R of the MOD Contract (the **IST Parts and Labour Warranty**). In order toenable IST to provide the IST Parts and Labour Warranty, FPII provides IST witha warranty (on the same terms and subject to the limitations and exclusionswhich apply to the IST Parts and Labour Warranty) in respect of FPIN scope ofwork under this Agreement and all Articles provided by FPII under thisAgreement. At the request of IST, FPII shall perform its warranty obligationsdirectly to the Authority on behalf of IST.

 

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

 

**17**                                  RELIABILITY WARRANTY

** **

17.1                         FPII acknowledges that IST isrequired to provide the Authority with a reliability warranty in accordancewith Condition 17 and Annex S of the MOD Contract (the **IST**

 

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

 

17.2                         If IST incurs any financialliability under the IST Reliability Warranty, FPII shall indemnify IST inrespect of the FPII Relevant Share of such liability.

 

**18**                                  GOVERNMENT FURNISHED ASSETS

** **

18.1                         Where IST provides, orprocures that, the Authority provides and/or makes available free of charge toFPII any items of GFA, such items shall be held on loan terms as may be agreedfrom time to time and shall be used only in aid of the work to be carried outunder this Agreement. IST shall endeavour to keep FPII informed of any delay tothe delivery of such GFA as soon as reasonably practicable. In the event ofsuch delay or any other action, inaction or omission of the Authoritypreventing or delaying the performance by FPII of its obligations under thisAgreement. FPII shall not be liable for such delay or failure to performprovided it provides an impact statement to IST which demonstrates such impactis a direct result of the Authority’s failure to provide GFA items inaccordance with the MOD 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 a fair and reasonable AgreementAmendment.  Immediately that he is awareof any delay in receipt of GFA, FPII shall advise IST. No other GFA shall beissued or made available by IST as a contract dependency and IST does notguarantee to provide any GFA which is not identified in Schedule 2. In theevent that the Parties are unable to agree the Parties shall refer to thedispute resolution procedure under Clause 41.

 

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

 

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

 

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

** **

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

 

**20**                                  SUB-CONTRACTING

** **

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

 

20.2                         FPII shall be responsiblefor the management of any sub-contractors or agents and shall accept fullresponsibility for their performance. The subcontracting of any obligationunder this Agreement shall not relieve or excuse FPII from its obligations toIST in respect of the due performance of such obligations. FPII shall beresponsible to IST for the acts or omissions of that subcontractor in relationto such subcontractor’s performance of this Agreement shall be regarded as anact or omission of FPII.

 

20.3                         IST shall not intervene indisputes between FPII and its subcontractors, nor shall it deal directly withany subcontractor. FPII shall procure that in relation to such matters, allapproaches to IST shall only be made by FPII.

 

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

 

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** **

**21**                                  PROGRESS REPORTS, PROGRESSMEETINGS AND DESIGN REVIEWS

** **

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

 

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

 

21.3                         FPII shall also provide ISTwith any information reasonably requested by IST to satisfy themselves that thework is proceeding to time and performance/quality for the term of thisAgreement.

 

**22**                                  EXPORT LICENCES FROM USGOVERNMENT

** **

It shall be the sole responsibility of FPII tosubmit to the United States Government in a timely manner any applications forexport licences including any United States Congressional Notification orapplication under the Defense Priorities and Allocations System required toperform any of its obligations under this Agreement.

 

**23**                                  CUSTOMS CLEARANCE

** **

FPII shall be responsible for obtaining clearanceoutwards from the country of origin and through UK customs. If deliveryverification certificates are required, it shall be the responsibility of FPIIto obtain the certificates from the point of import. IST shall use, 

 

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

 

**24**                                  FPII PERSONNEL

** **

24.1                         Personnel employed underthis Agreement must have appropriate qualifications and competence for thetasks on which they are engaged and in all aspects acceptable to IST. IST mayonly object on reasonable and demonstrable grounds

 

24.2                         Where so required, fulldetails of key personnel to be employed on this Agreement shall be madeavailable in advance to IST on request for confirmation of acceptability.

 

24.3                           FPII shall take allreasonable steps to avoid changes of key personnel assigned to and accepted forwork under this Agreement. IST shall be notified in advance of any change ofkey personnel.

 

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

 

**25**                                  SECURITY OF MOD PROPERTY

** **

25.1                         Work under this Agreement isgenerally classified as RESTRICTED and an aspect of the work required underthis Agreement is classified as SECRET as defined in the Authority’s letterSUVC1/0208 to NPA dated 4 February 2009.

 

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

 

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

 

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

 

25.5                         FPII shall be entirelyresponsible for the security of all property in his possession for the purposeof the Agreement. Such property must be effectively secured and not leftunattended in any place accessible to the public.

 

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

 

**26**                                  MARKING OF ARTICLES

** **

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

 

26.2                         IST shall procure that NPAsupplies and fits modification plates in accordance with Schedule 1 of the NPASub-contract.

 

**27**                                  REGISTRATION PLATES ANDALLOCATION OF REGISTRATION NUMBERS

** **

27.1                         IST shall procure that NPAsupplies and fits registration. IST shall apply for registration numbers, inwriting, 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

 

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**[***] 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.**

 

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

 

**28**                                  SUPPLIER DEVELOPMENT SCHEME –SUPPLIER AND CUSTOMER PERFORMANCE MEASUREMENT

** **

FPII and IST agree to monitor performance under thisAgreement in such a way as to enable IST to comply with clause 28 of the MODContract.

 

**29**                                  PUBLICITY

** **

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

 

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

** **

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

 

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

 

30.3                         Processes that activelygenerate airborne dust, such as use of compressed air lines, should be avoided.Cleaning techniques that minimise generation of airborne dust include wet orvacuum cleaning. If this is not reasonably practicable or does not reduceexposure sufficiently then use of enclosures and/or properly designed exhaustventilation systems — 

 

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**[***] 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-2 PROMULGATEDUNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.**

 

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

 

30.4                         The Health and SafetyExecutive (**HSE**) recommends thatrisk assessments for silica follow the “special” control approach as laid outin their guidance sheet G400, further information on dealing with respirablesilica can be obtained from the HSE and from the British Occupational HygieneSociety.

 

30.5                         FPII 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 IST tasks FPIIto provide field support representatives (**FSRs**),the Parties shall provide CONDO services in accordance with DEFCON 697 andDEF-STAN 05-129.

 

31.2                         The quantities of FSRsdetailed in Schedule 1 are indicative based on the fleet quantities ofWOLFHOUND vehicles. The range of quantities under SOR Items 20(a) and 20(b) shallbe agreed between IST and FPII prior to submission by IST of the FSR scopingstudy report in accordance with the MOD Contract and the exact quantitieswithin that range will be agreed between IST and FPII following IST’s agreementwith the Authority.

 

**32**                                  RISK

** **

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

 

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32.2                         IST’s acceptance of the ROMPdoes not imply acceptance of any slippage, additional cost, or performanceshortfall identified in any risk assessment. Similarly any statement on riskownership is without prejudice to the adjudication of liability in the case ofany event arising. Nothing contained in Schedule 1 shall reduce FPII’scommitment to meet the requirements of this Agreement.

 

**33**                                  OPTION TO PURCHASE FURTHERITEMS

** **

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

 

**34**                                  ENTIRE AGREEMENT

** **

34.1                         Subject to Clause 19, thisAgreement and its Schedules 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 andagree that this Agreement has not been entered into in reliance, in whole orpart, on any statement, representation, warranty or understanding (whethernegligently or innocently made) by any person (whether a party or otherwise)except those expressly set out in this document.

 

**35**                                  DATA HANDLING

** **

35.1                         FPII shall (and shallprocure that any of its staff involved in the provision of this Agreement) beregistered under the Data Protection Act 1998 **(DPA)** and both Parties will dulyobserve all their obligations under the DPA which arise in connection with thisAgreement.

 

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35.2                          Notwithstanding the generalobligation in Clause 35.1 above, where FPII is processing personal data (asdefined by the DPA) as a data processor for IST or the Authority (as defined bythe DPA) FPII 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

 

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

 

(b)                                 promptly notify IST of anybreach of the security measures required to be put in place pursuant to Clause35.2, and

 

(c)                                  ensure that it does nothingknowingly or negligently which places IST and/or the Authority in breach of itsobligations under the DPA.

 

35.3                         The provisions of thisClause shall apply during the continuance of this Agreement and indefinitelyafter its expiry or termination.

 

**36**                                  DEFAULT

** **

36.1                         This Agreement shallterminate automatically on the termination of the MOD Contract.

 

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

 

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

 

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

 

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

 

**37**                                  AGREEMENT AMENDMENTPROCEDURE

** **

37.1                          This Agreement may only beamended (or changed) with the written authority of IST in accordance with thefollowing Agreement change procedure (**AgreementChange Procedure**).

 

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

 

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

 

(a)                                  Direct Labour (man hours andwage rates);

 

(b)                                 Overheads;

 

(c)                                  Materials;

 

(d)                                 Sub-contracted work;

 

(e)                                  Special Jigs, Tools, etc;and

 

(f)                                    Profit.

 

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

 

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

 

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

 

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

 

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

 

(c)                                  approved pursuant to Clause6.9 of the JVA,

 

is not authorised under this Agreement.

 

**38**                                  LIQUIDATED DAMAGES

** **

38.1                         Where IST becomes liable topay liquidated damages under the MOD Contract, the Parties agree to apportionliability for such liquidated damages in accordance with the methodology setout in this Clause 38. Such apportionment pursuant to this Clause 38 shall besubject to adjustment pursuant to the allocation of liability provision atClause 40 to reflect the causes of the non-conformance of SOR Items with therequirements of the MOD Contract.

 

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

 

(i)                                     “**Actual FPII Delivery Date**” means the actual date of deliveryof the relevant FPII Base Vehicle by FPII to IST in accordance with Clause9.3(a);

 

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(ii)                                “**Scheduled FPII Delivery Date**” means the scheduled date ofdelivery of the relevant FPII Base Vehicle by FPII to IST, as set out inSchedule 1 to this Agreement and as may be extended in accordance with Clause14; and

 

(iii)                             “**FPII Delay Day**” means, in respect of a FPII Base Vehicle, eachcalendar day from and including the Scheduled FPII Delivery Date until butexcluding the Actual FPII Delivery Date;

 

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

 

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

 

(ii)                                “**Scheduled NPA Delivery Date**” means the scheduled date ofdelivery of the relevant NPA Integrated Vehicle by NPA to IST, as set out inSchedule 1 to this Agreement and as may be extended in accordance with Clause14; and

 

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

 

38.4                         For the purposes of thisClause 38 “**Total Delay Days**” shallmean the sum of:

 

(i)                                     the aggregate NPA DelayDays; and

 

(ii)                                  the aggregate FPII DelayDays.

 

(b)                                 For the purposes of Clause40, FPII shall be deemed to have been responsible for a percentage (**FPII Percentage**) equal to the following:

 

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|   |            |   | Aggregate of FPII Delay Days |
|--------|-----------------|--------|------------------------------|
|   | FPII Percentage | =      | Total Delay Days             |

 

(c)                                  For the purposes of Clause40, NPA shall be deemed to have been responsible for a percentage (“**NPA Percentage**”) equal to the following:

 
|   |           |   | Aggregate of NPA Delay Days |
|--------|----------------|--------|-----------------------------|
|   | NPA Percentage | =      | Total Delay Days            |

 

**39**                                  INTELLECTUAL PROPERTY RIGHTS

** **

The Parties shall comply with the provisions ofSchedule 3.

 

**40**                                  ALLOCATION OF LIABILITYBETWEEN SUBCONTRACTS

** **

40.1                           IST and FPII acknowledgethat:

 

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

 

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

 

(c)                                  IST may:

 

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

 

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

 

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

 

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

 

40.2                           Promptly after IST becomesaware of any IST Liability, IST shall:

 

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

 

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

 

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

 

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

 

40.4                           IST, NPA and FPII shall usereasonable endeavours to agree the respective portion of the IST Liabilitywhich results from each of:

 

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

 

(b)                                 NPA’s breach of itsobligations under the NPA Subcontract and/or negligence and/or wilfulmisconduct (the **NPA Relevant Share**);and/or

 

(c)                                  any other reasons, includingbut not limited to, IST’s breach of any obligation under the MOD Contract whichit does not sub-contract to FPII under this Agreement or to NPA under the NPASubcontract (the **IST Relevant Share**),

 

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

 

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

 

40.6                           Where IST, FPII and NPAcannot agree the Relevant Shares within 20 Business Days of IST notifying FPIIand NPA in accordance with Clause 40.2:

 

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

 

(b)                                 any of IST, NPA or FPII mayrefer the determination of each Relevant Share **(the Relevant Share Determination)** todispute resolution in accordance with Clause 41.

 

**41**                                  DISPUTE RESOLUTION

** **

41.1                           Unless the Parties agreethat such dispute shall be:

 

(a)                                  resolved by arbitration inaccordance with DEFCON 530 jointly with a dispute between IST and the Authorityunder the MOD Contract; or

 

(b)                                 otherwise resolved byarbitration,

 

any dispute arising out of or in connection withthis Agreement, including any question regarding its existence, validity ortermination, shall be referred to and finally resolved pursuant to this Clause41.

 

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

 

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

 

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41.4                         Subject to Clause 41.7 noparty shall commence any court proceedings until the procedures in Clause 41.4to Clause 41.6 have been completed.

 

41.5                         No party shall be entitledto suspend the performance of its undisputed obligations under this agreementmerely by reason of the reference of any dispute to the dispute resolutionprocedure contained in this Clause.

 

41.6                         The Parties shall attempt ingood faith to resolve the dispute by a procedure of mediation in accordancewith the Centre for Effective Dispute Resolution mediation rules or ModelMediation Procedure in force at the commencement of the mediation, (or in theevent that the Centre for Effective Dispute Resolution has ceased to exist asat the time of the commencement of the mediation, mediation rules or amodel mediation procedure offered by any other body offering commercialmediation services which shall be selected by the party initiating or pursuingthe dispute), which procedure shall be commenced within 10 Business Days ofwritten notification by any party to the other that it wishes to initiatemediation **(“Notification”)**(or longer if so agreed by the Parties). In the event that any provision ofsuch mediation rules or model mediation procedure conflicts with anyprovision of this Clause the provisions of this Clause shall take precedence.In the event that any timescales contained in such mediation rules ormodel mediation procedure conflicts with the timescales referred to in thisClause the timescales contained in such mediation rules or model mediationprocedure shall be amended accordingly such that the timescales referred to inthis Clause shall be adhered to.

 

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

 

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41.8                         If any dispute to which thisClause relates is not resolved by the mediation procedure referred to in Clause41.4 and Clause 41.5 within a period off 20 Business Days from Notification (orlonger if so agreed by the Parties), the mediation procedure shall beterminated and, unless the party initiating or pursuing the dispute withdrawsthe dispute, the dispute shall be referred to the High Court of England andWales.

 

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

 

**42**                                  RELIEF FROM OBLIGATIONS ANDADDITIONAL PAYMENTS

** **

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

 

**43**                                  ANCILLARY SERVICES

** **

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

 

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** **

**[***] 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.**

 

**44**                                  COUNTERPARTS

** **

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

 

**EXECUTION**

 

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

 

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**SCHEDULE1**

 

Statement ofWork

**1****                                         FPIIOBLIGATIONS**

 

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

 

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

 

(a)                                  providing accuratetechnical and commercial information to IST in accordance with a timetableagreed with IST or otherwise on a timely basis;

 

(b)                                 using reasonableendeavours to agree with IST and NPA those documents which IST is required toprovide to the Authority; and

 

(c)                                  performing such scopeof work as**is attributed to FPIIin the Pricing Model.

 

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

 

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

 

(b)                                 introduce anadditional level of detail in relation to the scope of requirements under thisAgreement.

 

**2**                                         **IST OBLIGATIONS**

 

IST shall perform the IST Obligations.

 

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**[***] INDICATES MATERIAL THAT HAS BEENOMITTED 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.**

 

**3**                                         **TABLE OF OBLIGATIONS**

 

**Table 1: SOR and SOW Obligations**

 
| **Obligation**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ** ** | **Delivery  Date**                                                                                             | ** ** | **Party  Responsible** | ** ** | **CDRL**   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------|------------|------------------------|------------|------------|
| **A. SOR**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | ** ** | ** **                                                                                                     | ** ** | ** **             | ** ** | ** ** |
| 1. Provision of WOLFHOUND base vehicles to  production standard in the following variants:

 

a)              Patrol Vehicles 

 

b)             Military Working  Dog Support Vehicles (MWDSU) 

 

c)              Patrol vehicles  for trials and testing                   |       | See Table 2  titled “Vehicle Delivery Schedule & Utilisation” at the end of this  Schedule. |       | FPII                   |       | 1, 2, 3    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |       |                                                                                                           |       |                   |       |       |
| 2. Provision of WOLFHOUND integrated  vehicles to Theatre Entry Standard (TES) in the following variants:

 

a)              Patrol Vehicles

 

b)             Military Working  Dog Support Unit (MWDSU) Vehicles

 

c)              Patrol vehicles  for trials and testing |       | See Table 2  titled “Vehicle Delivery Schedule & Utilisation” at the end of this  Schedule. |       | NPA                    |       | 3, 5, 6    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |       |                                                                                                           |       |                   |       |       |
| 3. Provision of Technical Design Packs for  the WOLFHOUND vehicle variants at Items 2a and 2b above                                                                                                                                                                                                                                                                                                                                                                                           |       | 12 March 2010                                                                                             |       | NPA                    |       | 4          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |       |                                                                                                           |       |                   |       |       |
| 4. Provision of the following AESP  technical publications covering the WOLFHOUND vehicle variants at Items 2a  and 2b above:

 

a)              Cat 101 - Purpose  and Planning Information                                                                                                                                                                                                                           |       | 19  October 2009                                                                                          |       | IST                    |       | 21         |

 

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| **Obligation**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | ** ** | **Delivery  Date**                                    | ** ** | **Party  Responsible** | ** ** | **CDRL** |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------|------------|------------------------|------------|----------|
| b)             Cat 111 - Equipment  Support Policy Directive (supplied by the Authority) 

 

c)              Cat 201 —  Operating Information 

 

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

 

e)              Cat 512 — Failure Diagnosis  

 

f)                Cat 522 — Maintenance Instructions  

 

g)             Cat 532 —  Inspection Standards 

 

h)             Cat 601 —  Maintenance Schedules 

 

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

 

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

 

k)              Cat 811—  Modification Instructions |       |                                                  |       |                   |       |     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |       |                                                  |       |                   |       |     |
| 5. Supply of Certificate of Conformity (C  of C) with the production of one copy of the AESP technical publications  above                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |       | 19  October 2009                                 |       | IST                    |       | 22       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |       |                                                  |       |                   |       |     |
| 6. Provision of Support & Test  Equipment — Complete Equipment Schedule (CES) for the WOLFHOUND vehicle  variants at Item 2a and 2b above                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |       | Phased  delivery to support vehicle delivery schedule |       | IST                    |       | 23       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |       |                                                  |       |                   |       |     |
| 7. Provision of Support & Test  Equipment— Special Tools & Test Equipment (STTE) for the WOLFHOUND  vehicle variants at                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |       | 7 packs  delivered 21 September 2009             |       | IST                    |       | 24       |

 

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**[***]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.**

 
| **Obligation**                                                                                                        | ** ** | **Delivery  Date**                                                                                            | ** ** | **Party  Responsible** | ** ** | **CDRL** |
|-----------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------|------------|------------------------|------------|----------|
| Item 2a and 2b above                                                                                                  |       |                                                                                                          |       |                   |       |     |
|                                                                                                                  |       |                                                                                                          |       |                   |       |     |
| 8. Provision of Initial Supply of Spares to  support 97 vehicles for 1 year duration                                  |       | Phased  delivery as available up to ISD                                                                       |       | IST                    |       | 13       |
|                                                                                                                  |       |                                                                                                          |       |                   |       |     |
| 9. Supply of Documentation for NATO Codification                                                                      |       | 4  February 2010                                                                                         |       | IST                    |       | 14       |
|                                                                                                                  |       |                                                                                                          |       |                   |       |     |
| 10. Supply of Initial Equipment Repairables  List                                                                     |       | 14  January 2010 (for ISD)                                                                               |       | IST                    |       | 15       |
|                                                                                                                  |       |                                                                                                          |       |                   |       |     |
| 11. Provision of Train the Trainer  (Operator) courses for the WOLFHOUND vehicle variants at Items 2a and 2b  above   |       | 19  October 2009                                                                                         |       | IST                    |       | 17       |
|                                                                                                                  |       |                                                                                                          |       |                   |       |     |
| 12. Provision of re-usable training package  (Operator Train the Trainer Package)                                     |       | 19  October 2009                                                                                         |       | IST                    |       | 19       |
|                                                                                                                  |       |                                                                                                          |       |                   |       |     |
| 13. Provision of Train the Trainer  (Maintainer) courses for the WOLFHOUND vehicle variants at Items 2a and 2b  above |       | 19  October 2009                                                                                         |       | IST                    |       | 18       |
|                                                                                                                  |       |                                                                                                          |       |                   |       |     |
| 14. Provision of re-usable training package  (Maintainer Train the Trainer Package)                                   |       | 19  October 2009                                                                                         |       | IST                    |       | 20       |
|                                                                                                                  |       |                                                                                                          |       |                   |       |     |
| 15. Provision of the following for trials  and testing (see para 2.18 of the SOW):                                    |       | See “90% Integrated  Master Schedule” in the MOD Contract for detail.                               |       | IST                    |       |     |
|                                                                                                                  |       |                                                                                                          |       |                   |       |     |
| 15(a) Document the readiness of the  TES vehicle to be trialled                                                  |       | 27  October 2009 (Blast and Ballistics Trials Vehicle) and 18  December 2009 (User Trials Vehicles) |       | IST                    |       | 31       |

 

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**[***]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.**

 
| **Obligation**                                                      | ** ** | **Delivery  Date**                                                              | ** ** | **Party  Responsible** | ** ** | **CDRL** |
|---------------------------------------------------------------------|------------|---------------------------------------------------------------------------------|------------|------------------------|------------|----------|
| 15(b) Provision of training, material  and Documentation       |       | 19  October 2009                                                           |       | IST                    |       | 32       |
|                                                                |       |                                                                            |       |                   |       |     |
| 15(c) Provision of spares support                              |       | 12  October 2009                                                           |       | IST                    |       | 40       |
|                                                                |       |                                                                            |       |                   |       |     |
| 15(d) Blast and Ballistic Test  Specification                  |       | 18  August 2009                                                            |       | IST                    |       | 42       |
|                                                                |       |                                                                            |       |                   |       |     |
| 15(e) Blast and Ballistic Test Report                          |       | 19  January 2010                                                           |       | IST                    |       | 43       |
|                                                                |       |                                                                            |       |                   |       |     |
| 15(f) Option price for 1  Representative Blast Vehicle         |       | 29  April 2009                                                             |       | IST                    |       |     |
|                                                                |       |                                                                            |       |                   |       |     |
| 16. Provision of the following Tests,  Reports and Documentation:   |       | See “90%  Integrated Master Schedule” in the MOD Contract for detail. |       | IST                    |       |     |
|                                                                |       |                                                                            |       |                   |       |     |
| 16(a) Monthly Progress Reports                                 |       | Monthly                                                                         |       | IST                    |       | 29       |
|                                                                |       |                                                                            |       |                   |       |     |
| 16(b) EMC trials Report                                        |       | 1  May 2009 (Base vehicles) and 16 November 2009 (Integrated vehicle) |       | IST                    |       | 7        |
|                                                                |       |                                                                            |       |                   |       |     |
| 16(c) Field Support Representative  (FSR) Scoping Study Report |       | Tba                                                                             |       | IST                    |       | 16       |
|                                                                |       |                                                                            |       |                   |       |     |
| 16(d) Obsolescence Report                                      |       | Tba                                                                             |       | IST                    |       | 25       |
|                                                                |       |                                                                            |       |                   |       |     |
| 16(e) Disposal Report                                          |       | Tba                                                                             |       | IST                    |       | 26       |
|                                                                |       |                                                                            |       |                   |       |     |
| 16(f) Factory Acceptance Test (FAT)  and supporting Report     |       | With vehicle  deliveries                                                        |       | IST                    |       | 34       |
|                                                                |       |                                                                            |       |                   |       |     |
| 16(g) UK Type Approval Report                                  |       | 13  November 2009                                                          |       | IST                    |       | 35       |
|                                                                |       |                                                                            |       |                   |       |     |
| 16(h) JADTEU Transportability and Tie  Down Schemes            |       | Tba                                                                             |       | IST                    |       | 36       |
|                                                                |       |                                                                            |       |                   |       |     |
| 16(i) Logistic Support Analysis  Reports                       |       | Tba                                                                             |       | IST                    |       | 12       |
|                                                                |       |                                                                            |       |                   |       |     |
| 17. Provision of the following Plans and                            |       | See “90%  Integrated                                                       |       | IST                    |       |     |

 

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**[***]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.**

 
| **Obligation**                                                                                                          | ** ** | **Delivery  Date**                                     | ** ** | **Party  Responsible** | ** ** | **CDRL** |
|-------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------|------------|------------------------|------------|----------|
| Documentation:                                                                                                          |       | Master  Schedule” in the MOD Contract for detail. |       |                   |       |     |
|                                                                                                                    |       |                                                   |       |                   |       |     |
| 17(a) Quality Management Plan and  Strategy (QMAPS) document                                                       |       | 2  April 2009                                     |       | IST                    |       | 27       |
|                                                                                                                    |       |                                                   |       |                   |       |     |
| 17(b) Programme Management Plan                                                                                    |       | 2  April 2009                                     |       | IST                    |       | 28       |
|                                                                                                                    |       |                                                   |       |                   |       |     |
| 17(c) Configuration Management Plan                                                                                |       | 2  April 2009                                     |       | IST                    |       | 37       |
|                                                                                                                    |       |                                                   |       |                   |       |     |
| 17(d) Joint Risk****and Opportunity Management Plan (ROMP)                                                         |       | 2  April 2009                                     |       | IST                    |       | 38       |
|                                                                                                                    |       |                                                   |       |                   |       |     |
| 17(e) Integrated Support Plan and  updates                                                                         |       | Tba                                                    |       | IST                    |       | 9        |
|                                                                                                                    |       |                                                   |       |                   |       |     |
| 17(f) ILS Element Plans and updates                                                                                |       | Tba                                                    |       | IST                    |       | 10       |
|                                                                                                                    |       |                                                   |       |                   |       |     |
| 17(g) Logistic Support Analysis (LSA)  Plan and updates                                                            |       | Tba                                                    |       | IST                    |       | 11       |
|                                                                                                                    |       |                                                   |       |                   |       |     |
| 17(h) Joint Risk Register                                                                                          |       | 2  April 2009                                     |       | IST                    |       | 39       |
|                                                                                                                    |       |                                                   |       |                   |       |     |
| 17(i) Government Furnished Assets  (GFA) List                                                                      |       | 2  April 2009                                     |       | IST                    |       | 41       |
|                                                                                                                    |       |                                                   |       |                   |       |     |
| 18. Provision of or attendance at the  following Meetings and Reviews:                                                  |       |                                                   |       | IST                    |       |     |
|                                                                                                                    |       |                                                   |       |                   |       |     |
| 18(a) Design Reviews and provision of  minutes                                                                     |       | As and when  required                                  |       | IST                    |       | 33       |
|                                                                                                                    |       |                                                   |       |                   |       |     |
| 18(b) 1LS Review Meetings and Minutes                                                                              |       | As and when  required                                  |       | IST                    |       | 8        |
|                                                                                                                    |       |                                                   |       |                   |       |     |
| 18(c) Monthly Progress Meetings and  secretarial activities including the provision of minutes                     |       | Monthly                                                |       | IST                    |       | 30       |
|                                                                                                                    |       |                                                   |       |                   |       |     |
| 19. Option prices for additional quantities  of Patrol Vehicles to Theatre Entry Standard (TES) and date by which these |       | n/a                                                    |       | IST                    |       |     |

 

45

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**[***]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.**

 
| **Obligation**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ** ** | **Delivery  Date** | ** ** | **Party  Responsible** | ** ** | **CDRL** |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------|------------|------------------------|------------|----------|
| options must be exercised: 

 

**UK Financial Year 2009/2010**

 

a)              1-50 

 

b)             51-150 

 

c)              151+ 

 

**UK Financial Year 2010/2011**

 

a)              1-50 

 

b)             51-150 

 

c)              151+ 

 

**UK Financial Year 2011/2012**

 

a)              1-50 

 

b)             51-150 

 

c)              151+ |       |               |       |                   |       |     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |       |               |       |                   |       |     |
| 20. Indicative quantities and prices for  FSR’s based on the fleet quantities of WOLFHOUND vehicles, for operation (See  Para 2.6.6 of SOW) to be confirmed following FSR Scoping Study Report: 

 

a)              In the UK — 2 FSRs  

 

b)             On Operational  Deployment — 8 FSRs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |       | Tba                |       | IST                    |       |     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |       |               |       |                   |       |     |
| 21. Design of Integration of Wolfhound  Vehicle to TES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |       |               |       | NPA                    |       |     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |       |               |       |                   |       |     |
| 22. Option prices for Supply and Fit of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |       | Tba                |       | IST                    |       |     |

 

46

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**[***]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.**

 
| **Obligation**                                                                                                                                   | ** ** | **Delivery  Date** | ** ** | **Party  Responsible**                        | ** ** | **CDRL**   |
|--------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------|------------|-----------------------------------------------|------------|------------|
| Selex Drivers Night Vision System (DNVS) in  a configuration similar to that of Mastiff for WOLFHOUND vehicle variants at  Items 2a and 2b above |       |               |       |                                          |       |       |
|                                                                                                                                             |       |               |       |                                          |       |       |
| 23. Parts & Labour Warranty in  accordance with Annex R to Contract for one year duration                                               |       | Tba                |       | IST                                           |       |       |
|                                                                                                                                             |       |               |       |                                          |       |       |
| 24. Reliability Warranty in accordance with  Annex S to Contract for one year duration                                                           |       | Tba                |       | IST                                           |       |       |
|                                                                                                                                             |       |               |       |                                          |       |       |
| 25. Air transportation of 2 WOLFHOUND  vehicles from the US to the UK                                                                            |       | Tba                |       | FPII                                          |       |       |
|                                                                                                                                             |       |               |       |                                          |       |       |
| 26. Option prices of Safety Case and  Environmental Appraisal for WOLFHOUND vehicle variants at Items 2a and 2b  above                           |       | Tba                |       | IST                                           |       |       |
|                                                                                                                                             |       |               |       |                                          |       |       |
| **B. SOW**                                                                                                                                       | ** ** | ** **         | ** ** | ** **                                    | ** ** | ** ** |
| ** **                                                                                                                                       | ** ** | ** **         | ** ** | ** **                                    | ** ** | ** ** |
| 2.1 Vehicles                                                                                                                                     |       |               |       | FPII                                          |       | 1, 2       |
|                                                                                                                                             |       |               |       |                                          |       |       |
| 2.2 Design Activities                                                                                                                            |       |               |       | NPA                                           |       | 4, 34      |
|                                                                                                                                             |       |               |       |                                          |       |       |
| 2.3 Integration Activities                                                                                                                       |       |               |       | FPII to  inspect NPA to acceptance inspection |       | 5, 6, 35   |
|                                                                                                                                             |       |               |       |                                          |       |       |
| 2.4 UK Eyes Only (UKEO) List X Requirements                                                                                                      |       |               |       | NPA                                           |       |       |
|                                                                                                                                             |       |               |       |                                          |       |       |
| 2.5 Electromagnetic compatibility (EMC)                                                                                                          |       |               |       | IST                                           |       | 7          |
|                                                                                                                                             |       |               |       |                                          |       |       |
| 2.6 Integrated Logistics Support (ILS)                                                                                                           |       |               |       | IST                                           |       |       |
|                                                                                                                                             |       |               |       |                                          |       |       |
| 2.6.1 ILS Reviews                                                                                                                                |       |               |       | IST                                           |       | 8          |

 

47

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**[***]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.**

 
| **Obligation**                                 | ** ** | **Delivery  Date** | ** ** | **Party  Responsible**          | ** ** | **CDRL**   |
|------------------------------------------------|------------|--------------------|------------|---------------------------------|------------|------------|
| 2.6.2 Integrated Support Plan (ISP)            |       |               |       | IST                             |       | 9          |
|                                           |       |               |       |                            |       |       |
| 2.6.3 ILS Element Plans                        |       |               |       | IST                             |       | 10         |
|                                           |       |               |       |                            |       |       |
| 2.6.4 Logistics Support Analysis (LSA)         |       |               |       | IST                             |       | 11, 12     |
|                                           |       |               |       |                            |       |       |
| 2.6.5 Supply Support                           |       |               |       | IST                             |       |       |
|                                           |       |               |       |                            |       |       |
| 2.6.5.1 Spares                                 |       |               |       | IST                             |       | 13, 14     |
|                                           |       |               |       |                            |       |       |
| 2.6.5.2 Repairables                            |       |               |       | IST                             |       | 15         |
|                                           |       |               |       |                            |       |       |
| 2.6.5.3 Packaging                              |       |               |       | IST                             |       |       |
|                                           |       |               |       |                            |       |       |
| 2.6.6 Manpower                                 |       |               |       | IST                             |       | 16         |
|                                           |       |               |       |                            |       |       |
| 2.6.7 Legislation                              |       |               |       | IST                             |       |       |
|                                           |       |               |       |                            |       |       |
| 2.7 Training                                   |       |               |       | IST                             |       |       |
|                                           |       |               |       |                            |       |       |
| 2.7.1 Operator                                 |       |               |       | IST                             |       | 17, 19     |
|                                           |       |               |       |                            |       |       |
| 2.7.2 Maintainer                               |       |               |       | IST                             |       | 18, 20     |
|                                           |       |               |       |                            |       |       |
| 2.8 Technical Publications                     |       |               |       | IST                             |       | 21, 22     |
|                                           |       |               |       |                            |       |       |
| 2.9 Support & Test Equipment          |       |               |       | IST                             |       |       |
|                                           |       |               |       |                            |       |       |
| 2.9.1 Complete Equipment Schedule (CES)        |       |               |       | IST                             |       | 23         |
|                                           |       |               |       |                            |       |       |
| 2.9.2 Special Tools and Test Equipment  (SITE) |       |               |       | IST                             |       | 24         |
|                                           |       |               |       |                            |       |       |
| 2.10 Obsolescence                              |       |               |       | IST                             |       | 25         |
|                                           |       |               |       |                            |       |       |
| 2.11 Disposal                                  |       |               |       | IST                             |       | 26         |
|                                           |       |               |       |                            |       |       |
| 2.12 Configuration Management                  |       |               |       | IST                             |       | 38         |
|                                           |       |               |       |                            |       |       |
| 2.13 Quality Management                        |       |               |       | IST                             |       | 27         |
|                                           |       |               |       |                            |       |       |
| 2.14 Transportability                          |       |               |       | IST FPII —  air NPA - road |       | 36, 37     |
|                                           |       |               |       |                            |       |       |
| 2.15 Programme Management                      |       |               |       | IST                             |       | 28, 29, 30 |
|                                           |       |               |       |                            |       |       |
| 2.16 Risk Management                           |       |               |       | IST                             |       | 39, 40     |
|                                           |       |               |       |                            |       |       |
| 2.17 Safety Case and Environmental             |       |               |       | IST                             |       |       |

 

48

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**[***]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.**

 
| **Obligation**                       | ** ** | **Delivery  Date** | ** ** | **Party  Responsible**                         | ** ** | **CDRL**      |
|--------------------------------------|------------|--------------------|------------|------------------------------------------------|------------|---------------|
| Appraisal                            |       |               |       |                                           |       |          |
|                                 |       |               |       |                                           |       |          |
| 2.18 Trials Support                  |       |               |       | ISTFPII — base vehicle  NPA - integration |       |          |
|                                 |       |               |       |                                           |       |          |
| 2.18.1 Vehicle Trials                |       |               |       |                                           |       | 3, 32, 33, 41 |
|                                 |       |               |       |                                           |       |          |
| 2.18.2 Blast and Ballistic Trials    |       |               |       |                                           |       | 43, 44        |
|                                 |       |               |       |                                           |       |          |
| 6. Government Furnished Assets (GFA) |       |               |       |                                           |       | 42            |

 

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**[***]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.**

 

**Table 2: Vehicle Delivery Schedule &Utilisation**

 

**TSV (H) Wolfhound Vehicle Delivery Schedule *2**

 
| **Despatch  from Ladson, US** | ** ** | ** **       | ** ** | ** **      | ** ** | ** **             | ** ** | **Delivery  into UK service**                                         | ** ** |
|-------------------------------|------------|------------------|------------|-----------------|------------|------------------------|------------|-----------------------------------------------------------------------|------------|
| ** **                    | ** ** | ** **       | ** ** | ** **      | ** ** | ** **             | ** ** | ** **                                                            | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | **(90% dates)** | ** ** |
| **Batch  No**                 | ** ** | **Vehicle  Nos** | ** ** | **Batch  Size** | ** ** | **Delivered to  date** | ** ** | **Despatch date  (ex-Ladson) and  delivery date to  IST in UK*****3** | ** ** | **Delivery to  IST in  accordance  with Clause  9.3(a) of FPII  Subcontract** | ** ** | **Batch  No** | ** ** | **Vehicle  Nos** | ** ** | **Batch  Size** | ** ** | **Delivered to  date** | ** ** | **Delivery date to  Bicester or  Ashchurch) in  accordance with  Clause 9.3(b) of  FPII sub-  contract*****3****,  accommodating  NPA dates*****4** | ** ** | **Key  Dates** | ** ** |
| US1                           |       | V1-2             |       | 2               |       | 2                      |       | 25-Mar-09                                                             |       | 1 Apr 09 |   | Del1 |   | V4-9 |   | 6 |   | 6 |   | 04-Nov-09 |   |   |   |
|                          |       |             |       |            |       |                   |       |                                                                  |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| US2                           |       | V3-9             |       | 7               |       | 9                      |       | 15-Apr-09                                                             |       | 12 May 09 |   | Del2 |   | V10-23 |   | 14 |   | 20 |   | 25-Nov-09 |   |   |   |
|                          |       |             |       |            |       |                   |       |                                                                  |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| US3                           |       | V10-23           |       | 14              |       | 23                     |       | 30-apr-09                                                             |       | 27 May 09 |   | Del3 |   | V24-37 |   | 14 |   | 34 |   | 08-Dec-09 |   |   |   |
|                          |       |             |       |            |       |                   |       |                                                                  |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| US4                           |       | V24-37           |       | 14              |       | 37                     |       | 15-May-09                                                             |       | 11 Jun 09 |   | Del4 |   | V38-51 |   | 14 |   | 48 |   | 04-Jan-10 |   | IOC=04-Dec-09 |   |
|                          |       |             |       |            |       |                   |       |                                                                  |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| US5                           |       | V38-51           |       | 14              |       | 51                     |       | 01-Jun-09                                                             |       | 1 Jul 09 |   | Del5 |   | V52-65 |   | 14 |   | 62 |   | 11-Jan-10 |   |   |   |
|                          |       |             |       |            |       |                   |       |                                                                  |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| US6                           |       | V52-65           |       | 14              |       | 65                     |       | 15-Jun-09                                                             |       | 12 Jul 09 |   | Del6 |   | V66-79 |   | 14 |   | 76 |   | 25-Jan-10 |   |   |   |
|                          |       |             |       |            |       |                   |       |                                                                  |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| US7                           |       | V66-79           |       | 14              |       | 79                     |       | 29-Jun-09                                                             |       | 26 Jul 09 |   | Del7 |   | (V1-2 Refurb) |   | 2 |   | 78 |   | 01-Feb-10 |   |   |   |
|                          |       |             |       |            |       |                   |       |                                                                  |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| US8                           |       | V80-93           |       | 14              |       | 93                     |       | 15-Jul-09                                                             |       | 11 Aug 09 |   | Del8 |   | V80-93 |   | 14 |   | 92 |   | 05-Feb-10 |   | ISD=29-Jan-10 |   |
|                          |       |             |       |            |       |                   |       |                                                                  |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| US9                           |       | V94-98           |       | 5               |       | 98*1                   |       | 31-Jul-09                                                             |       | 25 Sep 09 |   | Del9 |   | V94-98 |   | 5 |   | 97*1 |   | 15-Feb-10 |   | FOC=19-Feb-10 |   |

 

50

----

 

**[***]INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL 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.**

 

----

*1: x1 vehicle written off in B&B (Blast & Ballistic)Trials (schedule as V3, which therefore appears in deliveries from US, but notin deliveries from UK).

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

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

*4: Delivery dates accommodate Selex LSAS deliveries quoted by NPA at03-Mar-09.

 

51

----

 

 

 

**[***] INDICATES MATERIAL THAT HAS BEENOMITTED 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.**

 

**SCHEDULE2**

 

GovernmentFurnished Assets List

 

**1****                                         OVERVIEW**

 

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

 

·                  Equipment

 

·                  Information

 

·                  Facilities

 

**2****                                         GOVERNMENTFURNISHED EQUIPMENT (GFE) LIST**

 

 

 

 

 

**3****                                         GOVERNMENTFURNISHED INFORMATION (GFI) LIST**

 

 

 

 

 

**4****                                         GOVERNMENTFURNISHED FACILITIES (GFF) LIST**

 

 

 

 

 

52

----

 

**[***] INDICATES MATERIAL THAT HAS BEENOMITTED 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.**

 

**SCHEDULE3**

 

IntellectualProperty Rights

 

**INTELLECTUALPROPERTY RIGHTS**

 

**1****                                         INCORPORATIONOF TERMS OF MOD CONTRACT**

 

1.1                                 TheParties acknowledge the terms of Condition 40 and Annex E of the MOD Contract(the **MOD Contract RR Provisions**)and, in particular, acknowledge the obligations of IST under the MOD ContractIPR Provisions (its **MOD Contract IPRObligations**).

 

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

 

**2****                                         FPIIINDEMNITIES**

 

2.1                                 FPIIshall indemnify and keep indemnified and hold harmless IST and NPA from allthird party claims relating to the actual or alleged infringement of thirdparty IPR through the use of FPII MOD IPR and/or FPII NPA IPR as contemplatedby and in accordance with this Agreement. NPA shall be entitled to enforce itsrights in respect of such indemnity pursuant to the Contract (Rights of ThirdParties) Act 1999.

 

**3****                                         GRANTOF RIGHTS TO IST FOR PURPOSES OF MOD CONTRACT OBLIGATIONS**

 

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

 

53

----

 

**[***] INDICATES MATERIAL THAT HAS BEENOMITTED 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.**

 

3.2                                 Inaddition, FPII shall provide such other assistance to IST as is reasonablypracticable to enable IST to perform its MOD Contract IPR Obligations.

 

**4****                                         GRANTOF RIGHTS TO IST FOR PURPOSES OF NPA SUBCONTRACT**

 

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

 

**5****                                         GRANTOF RIGHTS TO FPII IN RELATION TO NPA INTELLECTUAL PROPERTY**

 

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

 

5.2                                 FPIIindemnifies IST for the benefit of itself and of NPA for all costs, losses andliabilities incurred by IST and/or NPA as a result of any breach by FPII ofparagraph 5.1 above. Each of IST and NPA shall be entitled to enforce theirrights in respect of such indemnity pursuant to the Contracts (Rights of ThirdParties) Act 1999.

 

5.3                                 ISTshall indemnify and keep indemnified and hold harmless FPII harmless from allthird party claims relating to the actual or alleged infringement of thirdparty IPR through the use of NPA FPII IPR as contemplated by and in accordancewith this Agreement.

 

54

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**[***]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.**

 

**6****                                         EXERCISEBY IST OF ITS MOD CONTRACT RIGHTS**

 

6.1                                 ISTshall exercise its rights under the MOD Contract in relation to the FPII MODIPR so as to:

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(iv)                              claim any payment ascontemplated by paragraph 10 or paragraph 15 of Annex E to the MOD Contract, withoutthe prior written approval of FPII, acting in its sole discretion.

 

6.4                                 Tothe extent that the MOD Contract TYR Provisions entitle IST to seek a paymentfrom the Authority which is attributable to the FPII MOD IPR and/or theperformance by FPII 

 

55

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**[***]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.**

 

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

 

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

 

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

 

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

 

**7****                                         OWNERSHIP**

 

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

 

**8****                                         LIABILITY**

 

In the event that Information to which thisSchedule applies is used by or for the Authority, NPA or IST otherwise than forthe purpose for which the Information was supplied, FPII shall have noliability whatsoever for any direct or indirect consequences, including losses,damages or injuries caused to the Authority, IST or any third party, arisingfrom its use.

 

**9****                                         CONFIDENTIALITY**

 

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

 

56

----

 

**[***] INDICATES MATERIAL THAT HAS BEENOMITTED 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.**

 

**10****                                  MAINTENANCEOF CONTROL COPY**

 

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

 

**11****                                  SUB-CONTRACTORS**

 

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

 

**12****                                  INVENTIONSAND DESIGNS**

 

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

 

**13****                                  CLAIMS**

 

13.1                           Theindemnified party agrees that:

 

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

 

(b)                                 it will allow FPII toconduct all negotiations and proceedings and will provide FPII with suchreasonable assistance required by FPII, regarding the IPR Claim; and

 

(c)                                  it will not, withoutfirst consulting with FPII, make an admission relating to the IPR Claim.

 

13.2                           FPIIshall consider and defend the IPR Claim diligently using competent counsel andin such a way as not to bring the reputation of the indemnified party intodisrepute.

 

13.3                           FPIIshall not settle or compromise any IPR Claim without the indemnified party’sprior written consent (not to be unreasonably withheld or delayed).

 

57

----

 

**[***]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.**

 

58

----

 

**[***]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.**

 

**SCHEDULE 4**

** **

CompleteEquipment Schedule

 
| **FPII CES - Description**               | ** ** | **Quantity** |
|------------------------------------------|------------|--------------|
| Wrench, Adjustable 18in                  |       | 1            |
| Kit, Socket 15  Pc 1/2dr Standard        |       | 1            |
| Hose, Air 3/8 Inx 35ft Assy              |       | 1            |
| Gun, Grease                              |       | 1            |
| Hammer,16 Oz Ball Peen                   |       | 1            |
| Plier, Side Cutter                       |       | 1            |
| Screwdriver, Flat Tip 3/bin X 12in       |       | 1            |
| Screwdriver, Phillips #4                 |       | 1            |
| Screwdriver, Flat Tip 3/16in X 6in       |       | 1            |
| Screwdriver, Phillips #2                 |       | 1            |
| Kit, Socket 21 Pc 1/2 Dr 12pt Metric     |       | 1            |
| Fitting,3/8x1/4 Npt Male                 |       | 1            |
| Kit, Wrench Hex Fold Up                  |       | 1            |
| Set, Wrench Hex Metric                   |       | 1            |
| Chock, Rubber Wheel                      |       | 2            |
| Wrench, Adjustable 10in                  |       | 1            |
| Wrench, Allen 12mm                       |       | 1            |
| Jack, Bottle 20 Ton                      |       | 1            |
| Kit, Highway Safety                      |       | 1            |
| Bar, Pry 16in                            |       | 1            |
| Kit, Pioneer                             |       | 1            |
| Gauge, Inflation Large Bore              |       | 1            |
| Strap, Cargo Tiedown                     |       | 4            |
| Socket, l in Drive                       |       | 1            |
| Bag, Black Tool                          |       | 1            |
| Cable, Auxilary Wire Rope Sling          |       | 1            |
| Block, Snatch 8in Sheave                 |       | 2            |
| Pad, Jack                                |       | 1            |
| Wrench, Lug Assy                         |       | 1            |
| Connector, Heavy Duty Coiled Air - Emerg |       | 1            |
| Connector, Coiled Air - Control          |       | 1            |
| Socket, 1 in Drive 1-5/16in              |       | 1            |
| Funnel, Flex Neck                        |       | 1            |
| Tow Bar                                  |       | 1            |
| Light, 24v W/25’ Cord Work          |       | 1            |

 

59

----

 

**[***] INDICATES MATERIAL THAT HAS BEENOMITTED 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.**

 

SCHEDULE 5

 

Special Toolsand Test Equipment

 

The following STTE shall be provided by FPII:

 

| **Description**                     | ** ** | **Qty** |
|-------------------------------------|------------|---------|
| Kit,  Panasonic Toughbook           |       | 1       |
| Kit,  Software Datalink             |       | 1       |
| Kit, Cat Et  Software Data Link     |       | 1       |
| Kit,  Software And Datalink         |       | 1       |
| Detector,  Dual Purpose Leak        |       | 1       |
| Kit,  Multimeter 88-5               |       | 1       |
| Tool, Fluke  Multimeter 336 600 Amp |       | 1       |
| Gauge, R134  Manifold Ac Set        |       | 1       |

 

60

----

 

**[***] INDICATES MATERIAL THAT HAS BEENOMITTED 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.**

 

**SCHEDULE6**

 

Index ofAgreement Changes

 
| **Change  Number** | ** ** | **Description** | ** ** | **Approved/  Rejected** | ** ** | **Date  Approved  or Rejected** | ** ** | **Price  £** | ** ** | **Manner of  Payment** | ** ** | **Agreement  Amendment  or Price  Letter Ref  & Date** |
|--------------------|------------|-----------------|------------|-------------------------|------------|---------------------------------|------------|-------------------|------------|------------------------|------------|------------------------------------------------------------|
| ** **         | ** ** | ** **      | ** ** | ** **              | ** ** | ** **                      | ** ** | ** **        | ** ** | ** **             | ** ** | ** **                                                 |
| ** **         | ** ** | ** **      | ** ** | ** **              | ** ** | ** **                      | ** ** | ** **        | ** ** | ** **             | ** ** | ** **                                                 |
| ** **         | ** ** | ** **      | ** ** | ** **              | ** ** | ** **                      | ** ** | ** **        | ** ** | ** **             | ** ** | ** **                                                 |

 

61

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**[***] INDICATES MATERIAL THAT HAS BEENOMITTED 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.**

 

**SCHEDULE7**

 

DEFCONS

 
| **DEFCON**                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | ** ** | **Edition** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------|
| DEFCON 5 - MOD Form 640                                                                                                                                                                                                                                                                                                                                                                                                                                                     |       | 07/99       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |       |        |
| DEFCON 5J - Unique identifiers                                                                                                                                                                                                                                                                                                                                                                                                                                                   |       | 07/08       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |       |        |
| DEFCON 19 Free user, maintenance and supply  of drawings 

 

Note: Para 1(c) of this DEFCON shall  be amended to read “The Authority shall have the right to request the  contractor from time to time to furnish to the Authority, certain data or  information which shall be subject to mutually agreeable license  agreement(s) and which shall be negotiated, identifying specific data or  information prior to the furnishing of any documents” |       | 01/76       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |       |        |
| DEFCON 23 - special jigs, tooling and test  equipment                                                                                                                                                                                                                                                                                                                                                                                                                            |       | 04/98       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |       |        |
| DEFCON 68 - supply of hazard data for  articles, material and substances                                                                                                                                                                                                                                                                                                                                                                                                         |       | 10/08       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |       |        |
| DEFCON 76 - contractor’s personnel at  government establishments                                                                                                                                                                                                                                                                                                                                                                                                            |       | 12/06       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |       |        |
| DEFCON 82 - special procedure for initial  spares                                                                                                                                                                                                                                                                                                                                                                                                                                |       | 10/04       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |       |        |
| DEFCON 90 - copyright                                                                                                                                                                                                                                                                                                                                                                                                                                                            |       | 11/06       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |       |        |
| DEFCON 113 - diversion orders                                                                                                                                                                                                                                                                                                                                                                                                                                                    |       | 10/04       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |       |        |
| DEFCON 117 - supply of documentation for  NATO codification                                                                                                                                                                                                                                                                                                                                                                                                                      |       | 05/06       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |       |        |
| DEFCON 129 - packaging                                                                                                                                                                                                                                                                                                                                                                                                                                                           |       | 07/08       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |       |        |
| DEFCON 176A - MOD requirement for  competition in subcontracting                                                                                                                                                                                                                                                                                                                                                                                                                 |       | 06/08       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |       |        |
| DEFCON 501 - definitions and  interpretations                                                                                                                                                                                                                                                                                                                                                                                                                                    |       | 04/04       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |       |        |
| DEFCON 502 - specifications                                                                                                                                                                                                                                                                                                                                                                                                                                                      |       | 06/08       |

 

62

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**[***]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.**

 
| **DEFCON**                                                                                                                                                                                                                                         | ** ** | **Edition** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------|
| DEFCON 503 - amendments to contracts 

 

Note: Only the Authority’s commercial staff  at Box 1 to DEFFORM 111 shall be regarded as the Authority’s ‘Duly  Authorized representative’ for the purposes of DEFCON 503 |       | 07/05       |
|                                                                                                                                                                                                                                               |       |        |
| DEFCON 507 - delivery                                                                                                                                                                                                                              |       | 10/98       |
|                                                                                                                                                                                                                                               |       |        |
| DEFCON 509 - recovery of sums due                                                                                                                                                                                                                  |       | 09/97       |
|                                                                                                                                                                                                                                               |       |        |
| DEFCON 513 - value added tax                                                                                                                                                                                                                       |       | 05/08       |
|                                                                                                                                                                                                                                               |       |        |
| DEFCON 515 - bankruptcy and insolvency                                                                                                                                                                                                             |       | 10;04       |
|                                                                                                                                                                                                                                               |       |        |
| DEFCON 518 - transfer                                                                                                                                                                                                                              |       | 09/97       |
|                                                                                                                                                                                                                                               |       |        |
| DEFCON 520 - corrupt gifts and payments of  commission                                                                                                                                                                                             |       | 07/05       |
|                                                                                                                                                                                                                                               |       |        |
| DEFCON 521 - subcontracting to supported  employment enterprises                                                                                                                                                                                   |       | 10/04       |
|                                                                                                                                                                                                                                               |       |        |
| DEFCON 522 - payment                                                                                                                                                                                                                               |       | 07/99       |
|                                                                                                                                                                                                                                               |       |        |
| DEFCON 523 - payment of bill using BACS                                                                                                                                                                                                            |       | 03/99       |
|                                                                                                                                                                                                                                               |       |        |
| DEFCON 524 - rejection                                                                                                                                                                                                                             |       | 10/98       |
|                                                                                                                                                                                                                                               |       |        |
| DEFCON 525 - acceptance                                                                                                                                                                                                                            |       | 10/98       |
|                                                                                                                                                                                                                                               |       |        |
| DEFCON 526 - notices                                                                                                                                                                                                                               |       | 08/02       |
|                                                                                                                                                                                                                                               |       |        |
| DEFCON 527 - waivers                                                                                                                                                                                                                               |       | 09/97       |
|                                                                                                                                                                                                                                               |       |        |
| DEFCON 528 - overseas expenditure and  import licences                                                                                                                                                                                             |       | 10/04       |
|                                                                                                                                                                                                                                               |       |        |
| DEFCON 529 - law (English)                                                                                                                                                                                                                         |       | 09/97       |
|                                                                                                                                                                                                                                               |       |        |
| DEFCON 530 - dispute resolution (English  law)                                                                                                                                                                                                     |       | 07/04       |
|                                                                                                                                                                                                                                               |       |        |
| DEFCON 531 - disclosure of information                                                                                                                                                                                                             |       | 05/05       |
|                                                                                                                                                                                                                                               |       |        |
| DEFCON 537 - rights of third parties                                                                                                                                                                                                               |       | 06/02       |

 

63

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**[***]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.**

 
| **DEFCON**                                                                                                                                                                                                                                                                                                                                                                                                        | ** ** | **Edition** |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------|
| DEFCON 538 - severability                                                                                                                                                                                                                                                                                                                                                                                         |       | 06/02       |
|                                                                                                                                                                                                                                                                                                                                                                                                              |       |        |
| DEFCON 566 - change of control of  contractor                                                                                                                                                                                                                                                                                                                                                                     |       | 08/06       |
|                                                                                                                                                                                                                                                                                                                                                                                                              |       |        |
| DEFCON 601 - redundant material 

 

Note: The Condition will apply to the  extent that the redundant materiel derives from the property owned by the  Authority and issued to FPII. This includes scrap, redundant materiel arising  on repair contracts, and items subject to the provisions of DEFCON 23 Special  Jigs, Tooling and Test Equipment where title in the items has passed to the  Authority. |       | 10/04       |
|                                                                                                                                                                                                                                                                                                                                                                                                              |       |        |
| DEFCON 602A - quality assurance                                                                                                                                                                                                                                                                                                                                                                                   |       | 12/06       |
|                                                                                                                                                                                                                                                                                                                                                                                                              |       |        |
| DEFCON 604 - progress reports                                                                                                                                                                                                                                                                                                                                                                                     |       | 11/04       |
|                                                                                                                                                                                                                                                                                                                                                                                                              |       |        |
| DEFCON 606 - change and configuration  control procedure                                                                                                                                                                                                                                                                                                                                                          |       | 10/97       |
|                                                                                                                                                                                                                                                                                                                                                                                                              |       |        |
| DEFCON 612 - loss or damage to articles                                                                                                                                                                                                                                                                                                                                                                           |       | 10/98       |
|                                                                                                                                                                                                                                                                                                                                                                                                              |       |        |
| DEFCON 619A - customs duty clawback                                                                                                                                                                                                                                                                                                                                                                               |       | 09/97       |
|                                                                                                                                                                                                                                                                                                                                                                                                              |       |        |
| DEFCON 621A - transport (MOD responsible  for transport)                                                                                                                                                                                                                                                                                                                                                          |       | 06/97       |
|                                                                                                                                                                                                                                                                                                                                                                                                              |       |        |
| DEFCON 621B - transport (contractor  responsible for transport)                                                                                                                                                                                                                                                                                                                                                   |       | 10/04       |
|                                                                                                                                                                                                                                                                                                                                                                                                              |       |        |
| DEFCON 624 - use of asbestos                                                                                                                                                                                                                                                                                                                                                                                      |       | 04/00       |
|                                                                                                                                                                                                                                                                                                                                                                                                              |       |        |
| DEFCON 631 - certified cost statement                                                                                                                                                                                                                                                                                                                                                                             |       | 12/08       |
|                                                                                                                                                                                                                                                                                                                                                                                                              |       |        |
| DEFCON 637 - defect investigation and  liability                                                                                                                                                                                                                                                                                                                                                                  |       | 08/99       |
|                                                                                                                                                                                                                                                                                                                                                                                                              |       |        |
| DEFCON 642 - progress meetings                                                                                                                                                                                                                                                                                                                                                                                    |       | 06/97       |
|                                                                                                                                                                                                                                                                                                                                                                                                              |       |        |
| DEFCON 644 - marking of articles                                                                                                                                                                                                                                                                                                                                                                                  |       | 10/98       |
|                                                                                                                                                                                                                                                                                                                                                                                                              |       |        |
| DEFCON 650A - reference to Review Board of  questions arising under contract                                                                                                                                                                                                                                                                                                                                      |       | 07/04       |

 

64

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**[***]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.**

 
| **DEFCON**                                                      | ** ** | **Edition** |
|-----------------------------------------------------------------|------------|-------------|
| DEFCON 652 - remedy limitation                                  |       | 07/04       |
|                                                            |       |        |
| DEFCON 654 - government reciprocal audit  arrangements          |       | 10/98       |
|                                                            |       |        |
| DEFCON 681 - decoupling clause -  subcontracting with the crown |       | 06/02       |

 

65

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**[***]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.**

 
| **SIGNED**by                         | /s/ Michael Moody  |   |
|--------------------------------------|--------------------|--------|
|                                 |               |
| Name:                                | Michael Moody      |   |
|                                 |               |   |
| for and on behalf of                 |               |
|                                 |               |   |
| **FORCE PROTECTION INDUSTRIES, INC** | ** **         |
|                                 |               |
| **SIGNED**by                         | /s/ Michael Linton |   |
|                                 |               |
| Name:                                | Michael Linton     |   |
|                                 |               |   |
| for and on behalf of                 |               |
|                                      |                    |        |  |

 

**INTEGRATED SURVIVABILITY TECHNOLOGIES LIMITED**

 

66

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