BT Federal Inc. (“BTF”) General Purchase Order Terms and Conditions

Updated November 29, 2023

1. Acceptance/Entire Agreement

Supplier’s acceptance of an Order as defined herein (which may be signified by full or partial performance, or by written, oral, or electronic acknowledgement) shall be unqualified, unconditional, and subject to and expressly limited to its terms and conditions, to include and incorporate by reference, the then-current version of these General Terms and Conditions (collectively, the “Agreement”).

The Agreement between BT Federal and the Supplier comprises the following:

a) The current version of these General Order Conditions located at: https://www.globalservices.bt.com/btfederal/general-terms;

b) Orders;

c) other attachments or exhibits

Any Supplier standard terms attached to the Agreement or terms referenced through a hyperlink shall be of no force or effect.

If there is any conflict or inconsistency in or between any parts of the Agreement, the order of precedence of these documents will be in the order listed above; provided that, if and to the extent that the terms of an Order expressly override these General Terms and Conditions, then those terms shall control solely for that Order. Unless expressly stated otherwise, nothing in the Agreement will be construed as requiring BT Federal to give the Supplier any rights of exclusivity or preferred supplier status.

Any modification to this Agreement must be in writing and duly signed by both parties hereto. BT Federal’s express Acceptance or payment for Services shall not constitute acceptance of any Supplier-incorporated terms or any counter proposal submitted by Supplier not otherwise memorialized in a fully executed agreement between BT Federal and Supplier. No course of dealing or usage of trade or course of performance shall be relevant to explain or supplement any term expressed in the Agreement. Notwithstanding anything to the contrary herein, if the applicable PO has been issued after and in accordance with a separate agreement previously agreed by the parties, then these General Terms and Conditions shall be subject and subordinate to the terms of such agreement and, in the event of a conflict, the terms and conditions of such other agreement shall apply.

2.          Term

The initial service term, including any renewal periods (together, “the Term”)  for a Purchase Order shall be as set out in therein unless extended or terminated according to this Agreement. If no Term is otherwise set forth in such PO, then the Service will renew on a month-to-month basis until terminated by either party on 30 day’s prior notice.  At the end of the initial service term,  BT Federal shall have the right to renew such Services set out in the applicable Order for additional one-year periods at the existing or then current rate(s), subject to  BT Federal’s applicable discounts, on the terms and conditions of this Agreement. 

3. Inspection and Testing

All Services to be delivered hereunder shall be in accordance with the applicable specifications and shall be subject to inspection and testing by BT Federal, in its reasonable discretion, during manufacture where practical, and at all other times and places. All Services shall be received subject to inspection testing and Acceptance by BT Federal at destination, notwithstanding any payment or earlier inspection. Acceptance by BT Federal does not relieve Supplier of liability for latent defects or fraud. Any Services delivered that are rejected at time of delivery by carrier shall not be deemed to be received by BT Federal.

4. Warranties

Supplier expressly warrants that all Services furnished hereunder will conform to the requirements of this Agreement and applicable specifications, and will be new, merchantable, fit for their intended purpose and free from all defects in materials and workmanship and, to the extent not manufactured pursuant to detailed designs furnished by BT Federal, free from defects in design. The Services also shall comply with all standards and other documents referred to in this Agreement. BT Federal's approval of designs or specifications furnished by Supplier shall not relieve Supplier of its obligations under this warranty. In addition to its other remedies, BT Federal may reject any Services delivered that are found to be defective in material, workmanship or otherwise not in compliance with the requirements of this Agreement and return the same at Supplier’s expense or require replacement or correction by Supplier. All handling and transportation charges on rejected items shall be paid by the Supplier. Services corrected or replaced by Supplier shall be subject to the entire Agreement in the same manner and to the same extent as Services originally furnished hereunder. Supplier's representations and warranties shall extend to BT Federal's customers and users of its products.

Supplier represents and warrants that all Software is and will remain free from all forms of (i) “electronic possession”, “logic bombs” “viruses”, “worms” and any other computer virus or harmful, malicious or hidden code, program, or data, that could have been detected by using the latest (at the date of dispatch) commercially available virus detection software; and (ii) “spyware”, “malware” and “adware” (which expressions shall have meanings as they are generally understood within the computing industry). In addition, Supplier represents and agrees that the Services do not, and shall not, violate or infringe any Intellectual Property Right or other right of any third party.

Supplier represents and warrants that it is and will remain in compliance with all applicable procurement laws, orders, rules, and regulations, including the Procurement Integrity Act, 41 U.S.C. section 423, the Program Fraud Civil Remedies Act, 31 U.S.C. section 3801 et seq., the Anti-Kickback Act, 41 U.S.C. section 51 et seq., the Federal Acquisition Regulations (FAR) and all federal department and agency FAR Supplements, Corrupt by Supplier for all Orders for Products and/or Materials in excess of $1,000 (USD). If BT Federal requests an upgrade to air freight, BT Federal shall be responsible only for the difference in cost of the actual air freight charges and the ground freight charges. The Products will be export cleared and accompanied by commercial and customs documentation, in accordance with the 2010 Incoterms. No export by Supplier or import to BT Federal’s destination is allowed without indicating such basis in Supplier’s written proposal to BT Federal and on Supplier written Order confirmation.

Supplier shall adhere to the delivery and completion schedules specified in this Agreement and time is of the essence. When Supplier has reason to believe that deliveries will not be made as scheduled, written notice concerning the cause of the delay and estimated delivery date shall be given immediately to BT Federal. Without prejudice to BT Federal's other remedies, if the Supplier does not deliver Services by the completion date, BT Federal may, if specified in this Agreement, claim liquidated damages. If shipment by premium transportation is necessary to fulfill Supplier’s delivery obligations, such charges shall be paid by Supplier. Nothing contained herein shall prevent termination by BT Federal under the provisions of this Agreement. Supplier shall not manufacture in advance of the time reasonably required to meet deliveries as set forth in this Agreement. If Supplier is required to enter any premises of BT Federal or its customers in connection with delivery of the Services, any such entry shall be subject to the applicable security/access rules and procedures.

Supplier shall fully cooperate and not interfere with the work performance of any of BT Federal’s or its customer’s other suppliers or contractors or its or their employees or personnel.

5. Quality of Supplies and Services

Products and Services shall be provided to BT Federal's reasonable satisfaction, consistent with industry standards and practices, and shall comply with this Agreement, all functional specifications issued by Supplier, and all terms of any Order, as well as any applicable industry, US, and international standards.

6. Pricing

Pricing is fixed for the Term; provided that, pricing may be reduced pursuant to any reductions in Supplier’s list or resale prices to BT Federal or its general customer base. Supplier warrants that the prices it provides are based on the latest information available and are no greater than prices charged to other customers under like circumstances. Unless expressly stated in an Order, SOW or otherwise, the price of Services it the totality of charges payable by BT Federal and includes all royalties, license fees or similar expenses arising from the use of any intellectual property and the supply, delivery and, where applicable, offloading and installation of Services.

7. Taxes

In addition to the Charges, BT Federal shall pay all taxes and fees (including regulatory fees) due and payable to any taxing authority or governmental agency with respect to or arising out of the provision of the Services hereunder (collectively, "Taxes"), subject to the following conditions and exceptions and except to the extent a valid exemption certificate is provided by BT Federal to Supplier:

Supplier shall not pass through any Taxes which under Applicable Law are prohibited from being passed on by Supplier to BT Federal and shall pass through only those Taxes that are customarily passed on to customers by similarly situated service providers in similar business sector(s). Supplier shall not impose any administrative, management, handling, overhead charges, or cost recovery fees of any kind.

Taxes on Services Used by Supplier - Supplier shall be responsible for any sales/use tax, service tax, value added tax, transfer tax, excise tax, tariff, duty, or any other similar tax imposed on Supplier with respect to any equipment, materials, goods, or services acquired, used, or consumed by Supplier in providing Services to BT Federal under this Agreement. For the avoidance of doubt, Supplier will include such taxes incurred as a cost element for Supplier's price quotes to BT Federal no differently than any other Supplier cost.

Income and Ad Valorem Taxes – BT Federal and Supplier shall each be responsible for any franchise, privilege, income, gross receipts, or business activity taxes based upon its own gross income, net income, net worth, or business activities. BT Federal or Supplier, as applicable, shall not be responsible for any real or personal property taxes assessed on tangible or intangible property owned or leased by the other Party.

Any regulatory fees charged to BT Federal must: (a) be required or permitted by the relevant governmental authority to be passed on from Supplier to BT Federal; (b) be passed through without markup; (c) separately itemized on each applicable invoice; and (d) be stated within this Agreement as being subject to each specific regulatory fee that Supplier intends to apply to each service element. Supplier shall not charge any regulatory fees in respect of any service element not identified as such pursuant to clause (d) immediately preceding. Changes in Applicable Law that affect the right of Supplier to charge regulatory fees in respect of services shall be managed under change control to effect equitable adjustments to the foregoing.

8. Invoicing & Payment

The charges for the Services will be calculated in accordance with the Agreement. No further amounts will be payable by BT Federal for such Services or the performance of the Supplier's obligations under the Agreement.

The following must be included on all invoices in order to process a timely and accurate payment: (i) Invoice date; (ii) Invoice number / reference; (iii) Purchase Order number; (iv) Customer name and address, where applicable; (v) Supplier's name, address, Tax ID/VAT number, the Agreement/order line reference, the correct unit price of the Services by line item, the total charge with Sales Tax/VAT breakdown where applicable and full description of the Services.

Invoices improperly addressed and without the above information will be rejected and returned for correction. BT Federal shall not be responsible for any invoice that is not received by BT Federal at the invoicing address provided (as such address may be modified from time to time on prior written notice by BT Federal to Supplier). In addition, Supplier shall submit invoices within six (6) months following the date upon which the Services to which such invoices relate were delivered and, where applicable, Accepted by BT Federal. BT Federal shall have no liability to make payments in respect of invoices not so submitted.

All Supplier invoices must be submitted via e-mail to: controller@btfederal.com or mailed to

BT Federal Inc.
Attn: Controller
11440 Commerce Park Drive, Suite 101
Reston, VA 20191

With a copy to controller@btfederal.com.

BT Federal shall pay each due and valid invoice submitted in accordance with these terms and conditions after the expiration of 60 days from the latest to occur of: (i) the date BT Federal receives the invoice; (ii) the date Services are received; and (iii) the date the Services are Accepted by BT Federal. Payment will be deemed to have been made on the date of deposit in the mail or date of electronic funds transfer. BT Federal may withhold payment in whole or in part, to such extent as may be necessary in BT Federal’s sole opinion, to protect BT Federal from loss for which the Supplier is responsible.

9. Ownership and Risk

Without prejudice to BT Federal's other rights: (i) title and ownership passes to BT Federal on the earlier of delivery to BT Federal or BT Federal’s customer premises or payment (including part payment) and BT Federal’s Acceptance thereof, and (ii) risk of loss is borne by the Supplier until the date of delivery to BT Federal or BT Federal’s customer premises or, where this Agreement requires, installation by the Supplier. All Services shall be free and clear of liens, claims, security interests or other encumbrances adverse to BT Federal’s interests. Before making payment to Supplier, BT Federal may require satisfactory proof that all parties furnishing labor or materials have been paid in full.

10. Intellectual Property Rights and Indemnity

Except as expressly stated otherwise, all Intellectual Property Rights of a Party that are either pre-existing or created by a Party during its performance under the Agreement shall remain the property of that Party or its licensors.

Supplier grants to BT Federal a world-wide, limited, perpetual, royalty-free, irrevocable, and non-exclusive license to use any Intellectual Property Rights contained within the Services provided to BT Federal hereunder. Supplier shall use best efforts to obtain similar non-exclusive licenses from its subcontractors, if any, whose Intellectual Property Rights are contained within the Services provided to BT Federal hereunder. The license granted under this paragraph permits BT Federal to authorize BT Federal’s consultants, contractors, and customers to reproduce applicable portions of the Services to the extent necessary to utilize same. The license rights granted under this paragraph are and shall be freely assignable by BT Federal to the extent that it conveys its interest in the Services to another entity.

Supplier agrees to defend, indemnify and hold harmless, at its sole expense, BT Federal and its customers against any claims, actions, proceedings, expense, loss, damages, and/or liability arising out of our related to any actual or alleged infringement of intellectual property rights or breach of confidentiality by BT Federal’s possession, use, sale, disposal, lease, or hire of any of the Services anywhere in the world or by BT Federal’s customers’ possession or use of any of the Services anywhere in the world.

If any Services become the subject of a claim of infringement, Supplier will also, at its sole expense, secure for BT Federal and its customers a right of continued use thereof or modify or replace such Services so that they are no longer infringing (provided that any replacement or modification does not result in a material decrease in the functionality of the Services). If neither of those remedies is available to Supplier, Supplier may so notify BT Federal and refund the price of all Services affected by the claim of infringement.

11. Assignment and Subcontracting

Supplier may not assign and/or subcontract any part of this Agreement without the prior written consent of BT Federal. Any attempt to assign or delegate any of the rights, duties, or obligations of this Agreement without such consent is void.

Supplier remains fully responsible for obligations, services, and functions performed by approved Subcontractors to the same extent as if such obligations, services, and functions were performed by Supplier.

Supplier shall not move the provision of Services from a location in one country to another country without, in either case, obtaining BT Federal’s prior written consent, which shall be given in BT Federal’s sole discretion.

12. Data Security and Privacy

Without prejudice to any obligations of confidentiality it may have, where the Supplier or Supplier’s personnel connect or have access to BT Federal’s computer systems or to BT Federal’s data (including Confidential Information and information of customers of BT Federal), the Supplier shall: (i) ensure such information is not disclosed to or accessed by either third parties or Supplier’s personnel who do not have a need to know or access such information in order to provide the Suppliers, or to those personnel not directly employed by the Supplier (without BT Federal’s prior written consent); and (ii) ensure that Supplier’s systems and Supplier (including all Supplier personnel) keep such information secure and confidential, act only on BT Federal’s instructions with respect to it, and comply with such further reasonable requirements from time to time of BT Federal for the security of it; and (iii) allow (and ensure that all relevant Supplier’s personnel allow) BT Federal or its authorized representatives such access to premises, systems and records containing such information as is reasonably necessary to assess the Supplier’s compliance with this Section.

In addition to the confidentiality obligations set forth in the Agreement, Supplier will also undertake all reasonable technological, organizational, and security measures to protect Personal Information consistent with general accepted industry practices and in compliance with any other requirements set forth in this Agreement and shall use the Personal Information solely and to the extent necessary to perform its obligations under this Agreement. In the event of a breach of security with respect to the Personal Information, Supplier will promptly notify BT Federal of the breach and provide any information BT Federal may reasonably require relating to that breach.

Any breach of this Section by the Supplier shall be deemed to be a material breach of this Agreement. Without prejudice to BT Federal’s rights and remedies under this Agreement, the Supplier shall immediately notify BT Federal in the event of an actual or suspected breach of this Section and shall, at its own expense, provide both reasonable cooperation to BT Federal and take all steps necessary to restore any lost, inaccessible, or corrupted information to the last back-up, replace affected equipment, notify and protect affected individuals, and terminate any unauthorized use of, or access to, the affected information.

13. Compliance

The Supplier (and Services) shall comply with all Applicable Laws and shall (i) comply with all applicable U.S. export laws and regulations, including International Traffic in Arms Regulations (“ITAR”) and the Export Administration Regulations (“EAR”) and be responsible for obtaining any export licenses or authorization required to fulfill its obligations hereunder; ii) comply with any site regulations of which Supplier may be notified; (iii) comply with (and shall ensure that those engaged by the Supplier in connection with this Agreement comply with) all anti-corruption and bribery laws, including the Foreign Corrupt Practices Act of 1977, as amended, the Anti-Kickback Act of 1986, as amended, as well as the Anti-Corruption and Bribery Policies available at ABC_Standard_April_2022.pdf (bt.com) (or successor policies and links) as though such policies applied to and had been adopted by the Supplier, and promptly provide to BT Federal on request from time to time all information BT Federal may reasonably require with respect of such compliance; (iv) comply with the provisions of BT Federal’s ‘Third Party Pre-Employment Checks Policy’ (“PECS”), available at 3rdPartyPECsPolicy-v1.1.pdf (bt.com) (); (v); comply with all applicable laws governing the protection of personally identifiable information (“Personal Information”) from BT Federal or its customers pursuant to this Agreement; and (vi) comply with the latest applicable issue of the BT Generic Standards available at Selling to BT (or successor policies and links).

Supplier also shall verify the legal work-eligibility of its employees using web-based E-Verify screen/SSA verification operated by the Department of Homeland Security and the Social Security Administration (SSA). Such requirement will be flowed down to all contractors and subcontractors utilized by Supplier under this Agreement.

Supplier shall indemnify, save harmless and defend BT Federal from and against any expense, loss, or liability (including attorney’s fees) for any actual or alleged failure by Supplier to comply with this section.

Supplier shall use and provide an attestation that it is using 1) the NIST System Development Lifecycle and all associated guidance for Services designated as critical by BT Federal 2) the NIST Secure Software Development Framework for any Software developed for BT Federal or its Customer and all associated NIST guidance.

14. Equal Employment Opportunity; Notification of Employee Rights Under Federal Labor Laws

a) As applicable, the provisions of the Equal Opportunity Clauses pursuant to Section 202 of Executive Order 11246, as amended, and 41 CFR Section 60-1.40; as well as 29 CFR Part 471, Appendix A to Subpart A, are herein incorporated by reference. Further, if Supplier (1) is not otherwise exempt as provided by 41 CFR 60-1.5, (2) has 50 or more employees, and (3) has a contract, subcontract or purchase order amounting to $50,000 that is necessary to the completion of a covered federal contract or subcontract is hereby notified of its obligations to file EEO Standard Form 100 and to prepare an affirmative action plan(s) as required under the regulations set forth above.

b) BT Federal and Supplier shall abide by the requirements of 41 CFR §§ 60-300.5(a) and 60- 741.5(a). These regulations prohibit discrimination against qualified individuals based on protected veteran status or disability and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans and individuals with disabilities.

15. Confidentiality

A Party shall not disclose or use any Confidential Information of the other Party for any purpose outside the scope of this Agreement, except with the other Party's prior written permission. “Confidential Information” means information that the receiving Party (“Recipient”) knows or has reason to believe is confidential, proprietary, or trade secret information of the disclosing Party (“Discloser”) because of the nature of the information and the context in which it was disclosed (regardless of whether it was marked as such), including information concerning business models, strategies, network design and traffic, customers, personnel-related information, protected personal information, and pricing in all cases is deemed to be Confidential Information, subject to any exclusions set out below. As between the parties, personal information, or the information of customer(s) of BT Federal shall be deemed to be the Confidential Information of BT Federal.

Each Party agrees to protect the Confidential Information of the other Party in the same manner that it protects its own Confidential Information of like kind (but in no event using less than reasonable standard of care). If a Party is compelled by law to disclose Confidential Information of the other Party, it shall promptly provide the other Party with prior notice of such compelled disclosure (to the extent legally permitted) and provide reasonable assistance, at the other Party's cost, if the other Party wishes to contest the disclosure.

If a Party discloses or uses (or threatens to disclose or use) any Confidential Information of the other Party in breach of confidentiality protections hereunder, the other Party shall have the right, in addition to any other remedies available, to seek injunctive relief to enjoin such acts, it being acknowledged by the parties that any other available remedies are inadequate.

Confidential Information shall not include information that: (a) is or becomes generally known to the public without breach of any obligation owed to the other Party; (b) was known to a Party prior to its disclosure by the other Party without breach of any obligation owed to the other Party; (c) was independently developed by a Party without access to or knowledge of the Confidential Information (as demonstrated by its contemporaneous business records); or (d) is received from a third party without breach of any obligation owed to the other Party.

Recipient shall return or destroy (at the option of the Discloser) Discloser’s Confidential Information upon request or upon termination of this Agreement, unless such records are part of the Services or unless such Confidential Information is required to be retained for legal or regulatory purposes and provided that any such retained information shall continue to be treated in accordance with this section for so long as such information is retained, regardless of any prior termination of the Agreement.

Notwithstanding anything in this Agreement to the contrary, the parties hereby acknowledge and agree that the Confidential Information may be copied to and stored in accordance with such Party’s automated back-up procedures and document retention program; provided, however, that such Confidential Information will be destroyed in the normal course of business as newer archival copies replace older copies (for example, when a backup tape is overwritten by a later backup). The parties further agree that they will not have an obligation to remove such Confidential Information from such automated back-up systems, and that retention of such copies of the Confidential Information in accordance therewith will not be deemed a violation of this Agreement.

Supplier shall ensure that any of its personnel or other authorized recipients of Confidential Information shall be bound by obligations of confidentiality at least as restrictive as those set out herein before they are provided with any BT Federal Confidential Information. Supplier will not directly contact any customer or potential customer of BT Federal disclosed under this Agreement without BT Federal’s prior written consent, which consent will be in BT Federal’s sole discretion.

16. Indemnity

The Supplier indemnifies, defends, and holds harmless BT Federal and its directors, officers, employees, consultants, accountants, counsels, contractors, subcontractors, agent or other representatives of any entity, and its affiliates and customers (where applicable) against all actions, claims, damages, liability, demands, proceedings, costs and expense arising in respect of loss or damage to any property, or death or personal injury of, any person arising as a result of any act or omission of Supplier, its employees, agents or subcontractors (or their employees or agents) in relation to this Agreement except to the extent such loss, damage, death or personal injury is caused by the gross negligence of BT Federal. In no event will Supplier’s obligations hereunder be limited to the extent of any insurance available to or provided by the Supplier or any subcontractor and failure of Supplier to provide such insurance shall not limit Supplier’s obligations hereunder.

Without prejudice to any other rights or remedies available to BT Federal, Supplier shall indemnify, defend, and hold BT Federal, its directors, officers, employees, consultants, accountants, counsels, contractors, subcontractors, agent or other representatives of any Person, and its Affiliates (collectively, “Indemnified Parties”) harmless from and against all claims and proceedings, damages, costs, and expenses (including attorneys’ fees) arising or incurred in respect of:

(a)         death or personal injury of any Contract Personnel in relation to the performance of this Agreement, except to the extent caused by BT Federal’s negligence;
(b)         death or personal injury of any other person to the extent arising as a result of the negligence or willful acts or omissions of Supplier or Contract Personnel in relation to the performance of this Agreement;
(c)         loss of or damage to any property to the extent arising as a result of the negligence or willful acts or omissions of Supplier or Contract Personnel in relation to the performance of this Agreement; or
(d)         any breach of this Agreement by Supplier or its Contract Personnel.  

Intellectual Property Indemnification. Supplier indemnifies, defends, and holds BT Federal and its Customers harmless against all actions, claims, proceedings, damages, costs, and expenses (including attorneys’ fees) arising from any actual or alleged infringement of Intellectual Property Rights or breach of confidentiality by BT Federal’s possession or use or sale, lease or hire of any of the Services anywhere in the world or by its Customers’ possession or use of any of the Services or Products anywhere in the world.

With respect to claims of infringement, Supplier may, at its expense, modify or replace the Services to avoid any alleged or actual infringement or breach. The modification or replacement must not adversely affect the performance of the Services.

BT Federal shall notify Supplier in writing of any such allegation received by BT Federal and shall not make any admissions unless Supplier gives prior written consent.

At Supplier’s request and expense, BT Federal shall permit Supplier to conduct all negotiations and litigation. BT Federal shall give reasonable assistance and Supplier shall pay BT Federal’s costs and expenses so incurred.

This Section shall survive this Agreement.

17. Limitation of Liability

a) Subject to paragraph (c) of this Section, neither Party shall be liable to the other under this Agreement for any indirect or consequential loss or damage.

b) Subject to paragraph (c) of this Section, the aggregate liability of either Party under this Agreement shall not exceed the greater of 100% of all sums paid or due to Supplier for Services provided or $3,000,000.

c) Paragraphs (a) and (b) of this Section shall not apply to loss or damage arising out of, or in connection with: (i) death or personal injury; (ii) the gross negligence or willful misconduct of a Party; (iii) Supplier’s indemnification obligations; (iv) the payment of liquidated damages; or (v) BT Federal's obligation to pay undisputed amounts for Services rendered or received.

18. Notices

(a) All notices given under this Agreement shall be in writing, in the English language, unless the parties agree otherwise or Applicable Law provides for differently, and shall be delivered by hand, prepaid post, internationally recognized overnight delivery courier service, to the addresses set forth in the PO or any alternative address of which a party notifies the other in writing in accordance with the foregoing.  All notices to BT Federal shall be directed to the following

BT Federal Inc.
11440 Commerce Park Drive, Suite 101
Reston, VA 20191
Attn:  Contracts and Legal

With a copy to legal@btfederal.com

(b) Notices given in conformity with these notice provisions are deemed to be given by the sender and received by the addressee: (i) if sent by prepaid post, three (3) business days from and including the date of postage; or (ii) on the second day after sending if delivered to the Party to whom such notice is to be given by an internationally recognized overnight courier service.

19. Software

Unless expressly stated otherwise in the applicable Order or SOW, Supplier grants to BT Federal a world-wide, non-exclusive, non-transferrable, perpetual, irrevocable, fully paid up, royalty free license for BT Federal by itself, or by third parties on its behalf, to use, copy, develop, adapt, modify, run, install, maintain, enhance, distribute, make available or otherwise interact with the functionality of (with the right to sublicense any such rights) the Software and Documentation, together with all the rights and freedoms of a lawful user of the Software under Applicable Law. This Section shall survive the Agreement. 

20. Insurance

a) Supplier shall, at its own expense, procure and maintain for the duration of this Agreement such insurance as required by Applicable Law and as appropriate in respect of its obligations under this Agreement. Such insurance shall include:

(i) commercial general liability insurance, including contractual liability, products liability and completed operations coverage, and third-party liability insurance with an indemnity limit of not less than $10,000,000 for each and every claim and, if the Services include specialist or professional services, professional indemnity insurance (including errors and omissions) with an indemnity limit of not less than $3,000,000 for each and every claim. Such policy(ies) shall be endorsed to name BT Federal, its directors, officers, and employees, and BT Federal’s customer where required by BT Federal’s prime contract with its customer, as additional insureds;

(ii) bodily injury, including death, to any individual and property damage, with a limit of not less than $3,000,000 for each occurrence;

(iii) Worker’s Compensation insurance coverage in line with the limits required within the state(s) of performance. Where applicable, Seller shall provide evidence of coverage for the United States Longshore & Harborworkers’ Act (USL&H) coverage for employees engaged in work on or near navigable waters of the United States, and Defense Base Act (DBA) including all employees working on U.S. Government contracts outside the United States. Supplier shall also maintain Employer’s Liability coverage of $1 million per accident.

(iv) Business Auto Liability for use of all owned, non-owned, and hired vehicles with limits of not less than $1,000,000 per accident combined single limit for bodily injury and property damage liability. Such policy(ies) shall be endorsed to name BT Federal, its directors, officers, and employees, and BT Federal’s customer where required by BT Federal’s prime contract with its customer, as additional insureds;

(v) A crime and fidelity policy in the amount of $5,000,000 per occurrence with not less than a $10,000,000 aggregate cap. Such policy(ies) shall be endorsed to name BT Federal, its directors, officers, and employees, and BT Federal’s customer where required by BT Federal’s prime contract with its customer, as additional insureds; and  

(vi) Cyber insurance in the amount of $3,000,000, including coverage for: data breach liability (including coverage for any financial losses or legal liability incurred due to a data breach or unauthorized access of BT Federal’s (or its Customers’) systems or data); business interruption liability for financial losses resulting from a cyber incident that affects the delivery or use of the Services or that adversely affects BT Federal or its Customers; cyber extortion for expenses related to cyber extortion, including ransom payments and associated costs; data restoration for expenses incurred in restoring or recovering BT Federal (or its Customers’) data and systems following an incident; regulatory compliance for fines penalties or legal fees resulting from non-compliance with Applicable Laws of notice/filing costs for notification of regulators and affected persons. Such policy(ies) shall be endorsed to name BT Federal, its directors, officers, and employees, and BT Federal’s customer where required by BT Federal’s prime contract with its customer, as additional insureds.

b) If the Supplier cannot provide evidence of such insurance to BT Federal on request, BT Federal may arrange such insurance and recover the cost from the Supplier, which Supplier agrees to pay.

c) Supplier shall notify BT Federal as soon as it is aware of any event occurring in relation to this Agreement which may give rise to an obligation to indemnify BT Federal under this Agreement, or to a claim under any insurance required by this Agreement.

d) Supplier agrees that Supplier, Supplier’s insurer(s), and anyone claiming by, through, under or on Supplier’s behalf have no claim, right of action or right of subrogation against BT Federal (including its directors, officers, and employees) and its customers based on any loss or liability insured against Supplier’s insurance.

e) Supplier will provide BT Federal, upon BT Federal’s request, with certificates of insurance that confirm that Supplier is compliant with its obligations under this Section, including evidence of additional insured status and waivers of subrogation where required. Failure of BT Federal to demand such evidence or to identify any deficiency in the insurance provided shall not be construed as or deemed to be a waiver of the obligations to maintain the above insurance coverages.

f) Supplier will notify BT Federal of any changes in terms, conditions, and termination of such insurance policies not less than thirty (30) days after notification from the insurer.

g) This Section shall not be deemed to limit in any way the Supplier’s liability under this Agreement.

h) The additional insured coverages above shall be primary and non-contributing with respect to any other insurance that may be maintained by BT Federal and notwithstanding any provision contained herein, the Seller, and its employees, agents, representatives, consultants, subcontractors, and suppliers, are not insured by BT Federal, and are not covered under any policy of insurance that BT Federal has obtained or has in place.

Any self-insured retentions, deductibles, and exclusions in coverage in the policies required under this Section shall be assumed by, for the account of, and at the sole risk of Seller. In no event shall the liability of Seller or any subcontractors be limited to the extent of any of insurance or the minimum limits required herein.

21. Termination

For convenience: BT Federal may terminate this Agreement in whole or in part at any time by written notice to Supplier. Upon termination in whole or part by BT Federal, Supplier will, as to the terminated portion, stop work immediately, notify Subcontractors to stop work, and protect property in Supplier’s possession in which BT Federal has or may acquire an interest. Except where such termination is occasioned by default or delay by Supplier, Supplier may claim reimbursement for Supplier’s reasonable and actual third party costs incurred up to and including the date of termination which are properly allocable to or apportionable under generally accepted accounting principles to the terminated portion of the Agreement, including liabilities to subcontractors previously billed or paid for but excluding any charge for interest or any materials which Supplier may be able to divert to other orders. The total of such claim shall not, however, exceed the cancelled commitment value of this Agreement.

For default: BT Federal may terminate this Agreement in whole or in part by written notice to Supplier in any of the following circumstances: (i) If Supplier fails to deliver Services required by this Agreement within the time specified herein, or any extension thereof granted by BT Federal in writing: (ii) If Supplier fails to perform or comply with any of the other provisions of this Agreement or so fails to make progress as to endanger performance of this Agreement in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of ten (10) days after receipt of notice from BT Federal specifying such failure; or (iii) In the event of suspension of Supplier’s business, insolvency, institution of bankruptcy, liquidation proceedings by or against Supplier’s appointment of a trustee or receiver for Supplier’s property or business, or any assignment reorganization or arrangement by Supplier for the benefit of creditors.

Supplier may terminate this Agreement for default by written notice to BT Federal in any of the following circumstances: (i) if BT Federal fails to materially perform its obligations under this Agreement and does not cure such failure within a period of ten (10) days after receipt of notice specifying such failure; or (iii) In the event of suspension of BT Federal’s business, insolvency, institution of bankruptcy, liquidation proceedings by or against BT Federal’s appointment of a trustee or receiver for BT Federal’s property or business, or any assignment reorganization or arrangement by BT Federal for the benefit of creditors.

Unless otherwise stated in an Order or SOW, applicable termination charges for Services terminated by Customer, as a direct result of termination of the same services by a US Government Customer for convenience pursuant to FAR 52.249-02 or 52.249-04 or similar contractual provision, as incorporated into the prime contract between Customer and its end-user, or termination as a result of the Government Customer’s failure to exercise a contractual option period, will be the lesser of (a) termination charges in accordance with the terms of the Order or (b) the monthly recurring charges for the Service multiplied by 12 (unless the remaining contract term is less than 12 months, in which case the remaining term shall be used).

22. BUSINESS CONTINUITY

The Supplier agrees to maintain, at its own expense, a robust and comprehensive business continuity plan ("BCP"). The BCP shall contain strategies and procedures to ensure the continuity of Supplier's operations and services that are critical to the operations of BT Federal and its customers. The Supplier shall update and test the BCP at least once per calendar year to ensure its effectiveness and relevance. Any updates or modifications made to the BCP must be communicated to BT Federal promptly, but no later than thirty (30) days after such modification. At BT Federal's request, the Supplier shall promptly provide BT Federal with a copy of the BCP and results of the latest tests. BT Federal reserves the right to assess the BCP and propose reasonable improvements or changes to ensure the continuous provision of services and products.

23. SUPPLY CHAIN RISK MANAGEMENT

The Supplier acknowledges its responsibility to manage risks within its supply chain. This includes risks associated with Supplier's vendors or third parties that could potentially adversely affect the business, operations, systems, and assets of BT Federal and/or its customers.

The Supplier shall implement and maintain a Supply Chain Risk Management Plan ("SCRMP") that identifies potential risks, assesses their impact, and develops strategies to mitigate them. The SCRMP should align with, and be updated no less frequently as, the BCP.

The Supplier agrees to provide BT Federal with a copy of the SCRMP upon request. BT Federal may review and suggest reasonable modifications to ensure the minimization of Supply Chain Risks.

In the event of an incident caused by the Supplier's supply chain or suppliers, vendors, or third parties using Supplier’s systems that potentially adversely affect the business, operations, systems, and assets of BT Federal and/or its customers, Supplier shall notify BT Federal immediately. Such notification must include all relevant details about the incident, potential impacts, and proposed mitigation measures. The Supplier shall also provide regular updates until the incident is fully resolved. The Supplier shall use its best efforts to resolve the incident promptly and minimize any adverse impact on BT Federal and/or its customers and shall provide reasonable assistance and information at its own expense to resolve any adverse impacts on BT Federal and/or its customers. Supplier shall indemnify BT Federal for, without limitation, the costs of notification, loss of data, restoration of data, remediation, network restoration, notification of third parties, costs resulting from personal data breaches, including credit monitoring, regulatory notification and compliance costs that caused by a breach of this section.

24. Audit

Supplier shall maintain (in accordance with generally accepted accounting principles, where applicable) such books and records as are necessary to (i) demonstrate Supplier’s compliance with its obligations to BT Federal under this Agreement; (ii) verify volumes and charges in accordance with this Agreement; and (iii) demonstrate its compliance with Applicable Law. The books, records, and accounts of Supplier pertinent to this Agreement shall, at reasonable times, be open for inspection, examination, audit and copying by BT Federal at Supplier’s premises. Supplier shall retain all required records for at least three (3) years beyond the effective date of termination or last date of performance, whichever is later, except for records and media that BT Federal specifically instructs Supplier to destroy or delete.

25. General

(a) Headings in this Agreement are for convenience only and shall not be construed to define or limit any of the terms herein. Unless expressly stated in this Agreement to the contrary, (i) reference to a document, including this Agreement, also refers to each attachment thereto; (ii) all dollar amounts are expressed in United States Dollars and will be paid in United States currency in immediately available funds; and (iii) with respect to all matters in or referred to in this Agreement, time is of the essence.

(b) The validity, interpretation and performance of this Agreement will be governed by and construed in accordance with the laws of the State of New York, USA, excluding its conflict-of-laws provisions to the contrary, and further excluding the United Nations Convention on Agreements for the International Sale of Goods. The parties irrevocably submit to the exclusive jurisdiction of the courts in New York, New York, USA.

(c) The failure of either Party to exercise any of its rights or to enforce any of the provisions of this Agreement on any occasion shall not be a waiver of such right or provision, nor affect the right of such Party thereafter to enforce each and every provision of this Agreement.

(d) If any provision of this Agreement is found to be invalid or unenforceable, then such provision shall be modified only to the extent necessary to bring it within legal requirements, and this Agreement as so modified shall continue in full force and effect.

(e) This Agreement is the entire agreement between the parties and: (i) supersedes all prior oral or written understandings and/or representations between the parties (unless expressly incorporated into the Agreement) and constitutes the entire agreement with respect to its subject matter; (ii) may not be amended, modified, or supplemented except by a document in writing signed by authorized representatives of both parties; and (iii) including any amendment or any other document delivered pursuant hereto may be signed by electronic signature, and such electronic signature will be treated as an original including for evidentiary purposes. The obligations of BT Federal under the Agreement are solely to the Supplier and not to any third party. A person who is not a party to this Agreement may not enforce any of its terms.

(f) Each of the parties acknowledge and agree that it has not been induced to enter into this Agreement in reliance upon, and in connection with this Agreement does not have any remedy in respect of, any representation or other promise of any nature whatsoever other than as expressly set out in this Agreement. Nothing in this Agreement shall operate to limit or exclude any liability for any fraudulent misrepresentation or for any other matter in respect of which liability cannot lawfully be limited or excluded.

(g) Supplier shall not be, nor in any way represent itself as, an agent of BT Federal and shall have no authority to enter into any obligation on behalf of BT Federal or to bind BT Federal in any way. BT Federal and Supplier are independent parties. Neither company nor their employees, consultants, contractors, or agents are agents, employees, or joint venturers of the other Party, nor do they have the authority to bind the other Party by contract or otherwise to any obligation. Neither Party will represent to the contrary, either expressly, implicitly, by appearance or otherwise.

(h) BT Federal and Supplier shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that BT Federal and Supplier take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability.

(i) This Agreement is binding upon and will inure to the benefit of each Party and each Party’s respective successors or assigns (as permitted herein), and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement. A person who is not a Party to this Agreement may not enforce any of its terms.

(j) Except as otherwise expressly provided herein, (i) all defined terms have the meanings assigned to them in this Agreement, and include the plural as well as the singular, (ii) all references in this Agreement to designated “Sections” and other subdivisions, unless otherwise indicated, are to the designated Sections and other subdivisions of the body of this Agreement, (iii) “including,” and “includes” will be deemed to be followed by “but not limited to” and “but is not limited to,” respectively, (iv) “or” is not exclusive, (v) all references to Applicable Law or to this Agreement shall deemed to be followed by “as amended” or “superseded from time to time”, (vi) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision, and (vii) “and” means “and/or.”

(k) Upon expiration or earlier termination of this Agreement, the terms hereof that would reasonably be expected to survive such expiration or termination will so survive including those provisions hereof expressly designated to survive regardless of whether they state that they will survive.

(l) This Agreement, any amendment or any other document delivered pursuant hereto may be signed in two or more counterparts, none of which needs to contain the signatures of both of the parties, and each of which will be deemed to be an original, and all of which taken together will constitute one and the same instrument. It will not be necessary in making proof of this Agreement to produce or account for more than the number of counterparts containing the respective signatures on behalf of the parties hereto. This Agreement, any amendment or any other document delivered pursuant hereto may be signed by electronic transmission (including facsimile or emailed document) and such electronic transmission shall be treated as an original including for evidentiary purposes.

(m) Publicity. Supplier shall not use BT Federal’s name, its relationship with BT Federal, or the existence of this Agreement or a purchase order in any written or electronic form, including in any advertisement, sales promotion, eases, customer lists, on its internet site, or other publicity matters, in oral disclosures with other customers, or in any other way or form (including any content, media or formatting), without the prior written consent of BT Federal.

(n) This Section shall survive the expiration or earlier termination of this Agreement.

(o) The rights and remedies of the parties herein are cumulative and are in addition to any other right or remedies that such Party may have at law or in equity.

27. Disputes Under A Government Prime Contract

a) If the Contracting Officer of BT Federal’s Government Prime Contract by a final decision interprets any provision or requirement of BT Federal’s Prime Contract, and the same or substantially similar provision or requirement is contained in this Agreement, such interpretation shall be binding between BT Federal and Supplier, provided that BT Federal affords Supplier the opportunity to appeal such decision in BT Federal’s name, and provided further that Supplier provides BT Federal any and all information requested by BT Federal to justify BT Federal’s verifying, supporting, or providing any and all certifications required by the Contract Disputes Act of 1978, 41 U.S.C. § 601 et seq. Any such appeal brought by Supplier shall be at the sole expense of Supplier, who shall be solely responsible for the prosecution of such appeal. If Supplier so appeals, Supplier shall, upon BT Federal’s written request, provide BT Federal with advance copies of papers to be filed in such appeal and such other information, consultation, and opportunity to participate in the appeal as BT Federal may request. As used in this provision, the term “appeal” shall include any and all proceedings taken by Supplier under this provision before any board of contract appeals or federal courts.

b) If Supplier asserts a claim against BT Federal for either damages or an equitable adjustment in a situation where the facts constituting such claim would also support a claim by BT Federal against BT Federal’s customer, prior to initiating any action or suit on such claim against BT Federal in any court, if BT Federal so authorizes, Supplier shall pursue, to exhaustion of its administrative and judicial remedies, such claim in BT Federal’s name and at Supplier’s cost against BT Federal’s customer.

c) Any claims or disputes involving the Government will be governed solely by federal law.

d) Except as may be expressly set forth with the Contracting Officer’s prior written consent, the Supplier shall not acquire any direct claim or direct course of action against the Government.

e) Any reference to the “Disputes” clause in any applicable FAR or DFARS Clause incorporated into this Agreement shall mean this section.

28. Definitions

 In the Agreement the following expressions, where used, shall have the meanings respectively ascribed to them:

“Acceptance” means the written acknowledgement by BT Federal that the Services, or part of them, have been completed in accordance with this Agreement, subject to any deficiencies stated in such acknowledgement, in a format to be reasonably agreed by the parties. "Accept" and "Accepted" shall be construed accordingly.

“Affiliate” means any entity that, directly or indirectly through one or more intermediaries, controls, is owned, controlled by, or is under common control with another entity.

“Applicable Law” means any national, regional, state, or local law, statute, rule, regulation, code, ordinance, administrative ruling, judgment, decree, order, or directive of any jurisdiction applicable to this Agreement or the Services.

“Charges” means the charges set out in this Agreement or an Order

“Contracting Officer” - The Government official authorized to commit the Government contractually under a Government Prime Contract.

“Customer” means an existing or potential customer of BT Federal, and its Affiliates and designees.

“Documentation” means any written documentation created or provided under this Agreement, an applicable schedule or SOW obligations, including reporting, project plans and schedules, the installation, user, and maintenance guides and/or other documentation supplied under this Agreement relating to the use and/or operation of Services, including any technical documents, procedures, plans, standards, etc.

“Equipment” means all new equipment, including computing networking, communications and related computer equipment (hardware and firmware) procured from, provided, operated, supported, or used by Supplier in connection with its provision of Services including voice, data, data storage, tests, video and wireless telecommunications and network and monitoring equipment and associated attachments, features, accessories, wireless devices, peripheral devices, and external cables purchased or supplied under this Agreement.

“Government” means the United States of America, acting in its contractual capacity.

"Intellectual Property Rights " means any patent, copyright, trademark, trade secrets, domain names, or other intellectual property rights in any part of the world, whether registered or unregistered, including any applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights which subsist or will subsist now or in the future in any part of the world; 

“Order” means an authorized written or electronically communicated form of an order for Services generated by BT Federal and issued to Supplier, including purchase order(s), SOW and/or change requests. Any terms set forth in Supplier’s proposal or other form of order documentation are hereby superseded by first this Agreement, then the Order.

“Prime Contract” means the contract under which this Agreement is issued, if applicable.

“FAR” means the Federal Acquisition Regulation

“DFAR” means the Department of Defense Federal Acquisition Regulation Supplement.

“Materials” means any supplemental cabling, components, electronic or electrical materials or supplies, racks, packaging, etc., required to install, test, maintain, repair, use, and/or otherwise required to ensure the Services rendered hereunder meet the operating and/or performance requirements to effect Acceptance or Service obligations hereunder. Materials excludes Supplier’s Equipment necessary to perform their work hereunder, which Supplier is solely responsible for providing.

“Products” means all components, materials, plant, tools, Equipment, test equipment, Documentation, firmware, Software, spares and parts and things to be provided pursuant to this Agreement together with all Information and work this Agreement requires be supplied to or performed by Supplier.

“Services” means the services or work to be provided to BT Federal and/or Customer by Supplier, either remotely or on-site, as further described in this Agreement (including an applicable “SOW”), and/or all Products provided under this Agreement.

“Software” means all computer programs and/or software as a service, including all source code and object code whether in machine readable, optically readable or any other format and the media on which it is supplied (if applicable) provided to BT Federal hereunder (including if comprised in Products), including all modifications, enhancements, updates, and upgrades to it.

“Statement of Work” or “SOW” means a description of any services provided by Supplier appended to the Purchase Order setting out a particular scope of work, including a description of the deliverables to be provided by the Supplier, applicable pricing (if any), milestone schedule (if applicable), Acceptance criteria (if applicable), and any additional terms and conditions related to the scope of work, and other appropriate details.

"Subcontractor" means any Party which performs or is involved in the provision of the Goods, Software, and/or Services or which employs or engages persons engaged in the provision of the Goods, Software or Services (including a subcontractor of the Supplier and their subcontractors);

“Supplier” – means the supplier of the Goods, Software or Services named in this Agreement.

"Supplier Group" means the Supplier and its Affiliates, and "Supplier Group Company" means any company or corporation within the Supplier Group;

29. Government Clauses

a) When the Services are for use in connection with a Government Prime Contract or subcontract, in addition to the BT Federal Inc. General Purchase Order Terms and Conditions, the following provisions (the “FAR Provisions”) shall apply, as required by the terms of the Prime Contractor by operation of law or regulation. The effective version of each Federal Acquisition Regulation (“FAR”) clause shall be the most recent version. For the acquisition of “commercial items” (defined in FAR 2.101 or its successor) under Contracts placed in support of, and charged to, a U.S. Government Prime Contract or subcontract, only FAR clauses that are annotated with * are required.

i) In the event of a conflict between these FAR Provisions and the General Purchase Order Terms and Conditions, the FAR Provisions shall control.

ii) Supplier shall insert these FAR Provisions in selected lower tier subcontracts.

iii) In all clauses listed herein, the terms “Government,” “Contracting Officer,” and “Contractor” shall be deemed revised to identify the contracting parties herein and effect the proper intent of the provision except where further clarified or modified below. Clauses identified by ** after the title shall have their original meaning as written in the FAR, and when identified by *** after the title shall have their original meaning as written in the FAR, and “Government,” “Contracting Officer,” and “Contractor” shall also mean BT Federal. “Subcontractor,” however, shall mean “Supplier’s subcontractor” under the Contract.

iv) Any FAR clauses that do not apply are self-deleting.

v) Supplier agrees that upon the request of BT Federal, it will negotiate in good faith with BT Federal to incorporate additional provisions herein or to change provisions hereof, as BT Federal may reasonably deem necessary in order to comply with the provisions of any Prime Contractor with the provisions of amendments to any Prime Contract.

Applicable to all POs:

52.202-1               Definitions

52.203-10             Price or Fee Adjustment for Illegal or Improper Activity

52.203-15*          Whistleblower Protection Under the American Recovery and Reinvestment Act of 2009

52.203-19*             Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements

52.204-2               Security Requirements for Classified Information

52.204-9               Personal Identity Verification of Contractor Personnel (applies where Supplier will have physical access to a federally-controlled facility or access to a Federal information system)

52.204-21*          Basic Safeguarding of Covered Contractor Information Systems (applies if the Supplier will have Government contract information residing in or transitioning through its information system; inapplicable to commercially available off-the-shelf items)

52.204-23*        Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities.

52.204-25*        Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

52.204-27*        Prohibition on a ByteDance Covered Application.

52.211-5               Material Requirements

52.211-15             Defense Priority and Allocation Requirements

52.212-5               Contract Terms Required to Implement Executive Orders – Commercial Items

52.217-9               Option to Extend the Term of the Contract

52.222-1               Notice to Government of Labor Disputes

52.222-21*          Prohibition of Segregated Facilities

52.222-22             Previous Contracts and Compliance Reports

52.222-26*          Equal Opportunity

52.222-41*             Service Contract Labor Standards

52.222-50*          Combating Trafficking in Persons (include Alternate I if it is included in the     prime contract)

52.222-51*             Exemption From Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment – Requirements

52.222-53*             Exemption From Application of the Service Contract Act to Contracts for  Certain Services – Requirements

52.222-54*             Employment Eligibility Verification (applies if Contract exceeds the micro- purchase threshold and includes work performed in the US)

52.222-55*          Minimum Wages Under Executive Order 13658 (applies if PO is subject to the Service Contract Act Standards statute or Wage Rate Requirements statute, and the work is performed in whole or in part in the US)

52.222-62*          Paid Sick Leave under Executive Order 13706

52.223-3               Hazardous Material Identification and Material Safety Data (only applies to POs that require the delivery of hazardous materials)

52.223-11             Ozone-Depleting Substances

52.223-12             Refrigeration Equipment and Air Conditioners

52.223-18             Encouraging Contractor Policies to Ban Text Messaging While Driving (applies if PO exceeds the micro-purchase threshold)

52.224-3*            Privacy Training

52.225-1               Buy American Act – Supplies

52.225-8               Duty-Free Entry

52.225-13             Restrictions on Certain Foreign Purchases

52.225-20             Prohibition on Conducting Restricted Business Operations in Sudan

52.225-26*          Contractors Performing Private Security Functions Outside the United States (as applicable in accordance with paragraph (f))

52.226-6               Promoting Excess Food Donation to Nonprofit Organizations

52.227-3               Patent Indemnity***

52.227-9               Refund of Royalties (applies if royalties reported during the negotiation of the PO exceed $250)

52.227-10             Filing of Patent Applications – Classified Subject Matter**

52.227-11             Patent Rights – Ownership by the Contractor** (applies to POs for experimental, developmental, or research work performed by a small business concern or domestic non-profit organization; reports required by this clause shall be filed with the agency identified by the Contracting Entity’s Procurement Representative on the face of this PO)

52.227-14             Rights in Data – General (does not apply if DFARS 252.227-7013 applies; certain other exceptions apply – e.g., work is to be performed outside the U.S.)

52.228-3               Worker’s Compensation Insurance (Defense Base Act)

52.228-4               Workers Compensation and War-Hazard Insurance Overseas

52.228-5               Insurance – Work on a Government Installation

52.232-40*          Providing Accelerated Payments to Small Business Subcontractors (does not apply if Contracting Entity does not receive accelerated payments under the Prime Contract)

52.234-1               Industrial Resources Developed Under Title III, Defense Production Act

52.242-15             Stop Work Order (any equitable adjustment is subject to Contracting Entity’s recovery from the Government)

52.244-6*            Subcontracts for Commercial Items (including all FAR clauses listed therein)

52.245-1               Government Property

52.245-2               Government Property Installation Operation Services (“Government” means “Government” and/or “Contracting Entity” except in the phrase “Government property”)

52.245-9               Use and Changes (“Government” means “Government” and/or “Contracting Entity” except in the phrase “Government property”, only applies when 52.245-1 is applicable)

52.247-63             Preference for U.S. Flag Air Carriers

52.247-64*          Preference for Privately Owned U.S.-Flag Commercial Vessels

52.249-2               Termination for Convenience of the Government (Fixed Price) (“Government” means “Government or Contracting Entity” the first time it appears in paragraphs (b)(4) and (b)(6), in all of (b)(8), and the second time it appears in (d); in paragraph (n), “Government” means “Government and Contracting Entity”; paragraph (j) is deleted.

POs Over $10,000 Shall Also Include the Following:

52.222-40*          Notification of Employee Rights Under the National Labor Relations Act (applies only if the work under the PO will be performed in the US)

POs Over $15,000 Shall Also Include the Following:

52.222-20             Contracts for Materials, Supplies, Articles and Equipment Exceeding $15,000

52.222-36*          Equal Opportunity for Workers with Disabilities

POs Of $30,000 Or More Shall Also Include the Following:

52.204-10             Reporting Executive Compensation and First-Tier Subcontract Awards (subparagraph (d)(2) does not apply; if Supplier meets the thresholds specified in subparagraphs (d)(3) and (g)(2) of the clause, Supplier shall report the required executive compensation by posting the information to the Government’s System for Award Management (SAM) database)

POs Of $150,000 Or More Shall Also Include the Following:

52.203-7               Anti-Kickback Procedures (if PO exceeds $150,000; subparagraph (c)(1) does not apply)

52.203-12             Limitation on Payments to Influence Certain Federal Transactions** (if PO exceeds $150,000)

52.203-16             Preventing Personal Conflicts of Interest (if PO exceeds $150,000)

52.222-35*          Equal Opportunity for Veterans (if PO is $150,000 or more)

52.222-37*          Employment Reports on Veterans (if PO is $150,000 or more)

52.248-1               Value Engineering (if PO is $150,000 or more)

POs Over the Simplified Acquisition Threshold (“SAT”) Shall Also Include the Following:

52.203-3               Gratuities** (the term “agency head” shall mean “Contracting Entity”)

52.203-6               Restrictions on Subcontractor Sales to the Government (for commercial items, Alternate I applies)

52.203-10             Price or Fee Adjustment for Illegal or Improper Activity (does not apply to commercial items)

52.203-17             Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights

52.215-2               Audit and Records – Negotiation (applies if PO exceeds threshold for submission of cost or pricing data)

52.215-14             Integrity of Unit Prices (paragraph (b) does not apply; does not apply to construction or architect-engineer services under FAR Part 36, utility services under FAR Part 41, services where supplies are not required, commercial items, and petroleum products)

52.215-23             Limitations on Pass-Through Charges

52.219-8*            Utilization of Small Business Concerns (if the PO, except to small business concerns, exceeds $700,000, the Supplier must include this Clause in lower tier subcontracts that offer subcontract opportunities)

52.222-4               Contract Work Hours and Safety Standards Act – Overtime Compensation (paragraphs (a) through (d) apply only if PO requires employment of laborers or mechanics)

52.222-17             Nondisplacement of Qualified Workers

52.227-1               Authorization and Consent** (applies only if this clause is in the prime contract; use Alternate I for Research and Development POs for which primary purpose is Research and Development work)

52.227-2               Notice and Assistance Regarding Patent and Copyright Infringement***

52.229-3               Federal, State, and Local Taxes

52.229-4               Federal, State, and Local Taxes (State and Local Adjustments)

52.229-6               Taxes – Foreign Fixed-Price Contracts (applies only if the prime contract is to be performed wholly or partly in a foreign country)

52.229-7               Taxes – Fixed-Price Contracts with Foreign Governments (applies only under a prime contract with a foreign government)

52.229-8               Taxes – Foreign Cost-Reimbursement Contracts (applies only if the prime contract is to be performed wholly or partly in a foreign country)

52.229-9               Taxes – Cost-Reimbursement Contracts with Foreign Governments (applies only under a prime contract with a foreign government)

52.236-13             Accident Prevention

52.244-5               Competition in Subcontracting

52.246-2               Inspection of Supplies – Fixed Price

52.246-4               Inspection of Services – Fixed Price (same as above)

52.246-7               Inspection of Research and Development – Fixed Price (same as above)

52.246-16             Responsibilities for Supplies

52.246-26             Reporting Nonconforming Items (for electronic parts or items containing electronic parts)

POs Over $700,000 Shall Also Include the Following:

52.219-9               Small Business Subcontracting Plan

52.219-16             Liquidated Damages – Subcontracting Plan

POs at or above the Applicable Threshold for Obtaining Certified Cost or Pricing Data Shall Also Include the following:

52.214-26             Audit and Records – Sealed Bidding

52.214-27             Price Reduction for Defective Cost or Pricing Data – Modifications – Sealed Bidding (in paragraph (d), the term “Contracting Officer” does not change)

52.214-28             Subcontractor Cost or Pricing Data – Modifications – Sealed Bidding (applicable if this PO, when entered into, exceeded the threshold for submission of certified cost or pricing data)

52.215-12             Subcontractor Certified Cost or Pricing Data

52.215-13             Subcontractor Certified Cost or Pricing Data – Modifications

52.215-15             Pension Adjustments and Asset Reversions

52.215-18             Reversion or Adjustment of Plans for Post-Retirement Benefits Other Than Pensions

52.215-19             Notification of Ownership Changes

Unless Otherwise Exempt, the following Clauses also apply:

52.203-13*          Contractor Code of Business Ethics and Conduct (applies to POs exceeding $5,500,000 with a period of performance greater than 120 days; disclosures under this clause shall be made directly to the Government entities identified in the clause)

52.203-14             Display of Hotline Posters (applies to POs exceeding $5,500,000 except when the contract is (1) for commercial items, or (2) is performed entirely outside the United States)

52.209-6               Protecting Government Interest when Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (applies to POs exceeding $35,000)

52.215-10             Price Reduction for Defective Certified Cost or Pricing Data (applies if the prime contract was awarded through negotiations and certified cost or pricing data is required; in paragraph (c), the term “Contracting Officer” does not change)

52.215-11             Price Reduction for Defective Certified Cost or Pricing Data – Modifications (applies if certified cost or pricing data is required for the pricing of modifications)

52.222-24             Pre-Award On-site Equal Opportunity Compliance Evaluation (applies to POs for first tier subcontractors with anticipated value of $10 million or more)

52.225-19             Contractor Personnel in a Designated Operational Area

52.227-13             Patent Rights – Ownership By the Government** (applies to POs for experimental, developmental, or research work where Supplier is not located in the United States or does not have a place of business located in the United States or is subject to the control of a foreign government; references to the Government do not change; paragraph (g) is deleted; Supplier has all rights and obligations of the Contracting Entity in the clause)

52.234-4               Earned Value Management System

Applicable to Cost-Reimbursement, Time and Material, or Labor Hour POs:

52.232-7               Payments Under Time-and-Materials and Labor-Hour Contracts

52.232-20             Limitation of Cost (applies if the Order is fully funded)

52.232-22             Limitation of Funds (applies if the Order is incrementally funded)

52.246-3               Inspection of Supplies – Cost Reimbursement

52.246-5               Inspection of Services – Cost Reimbursement

52.246-6               Inspection – Time-and-Material and Labor-Hours

52.249-6               Termination (Cost Reimbursement) (in paragraph (j), “right of appeal” shall mean the right to proceed under the “Disputes” clause of this PO; settlements and payments under this clause may be subject to the approval of the Contracting Officer; Alternate IV applies if this is a time and material or labor hour PO; unless otherwise agreed in writing by Contracting Entity, in no event shall the amount of any reimbursement to Supplier exceed the then-current value of the PO)

Certifications:

The Supplier, by accepting a PO, hereby certifies compliance with the following clauses and represents that any representations with its offer are current, accurate, and complete as of the date of the offer for the PO:

52.203-11             Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions (applies if PO exceeds $150,000)

52.209-5             Certification Regarding Responsibility Matters (applies if PO exceeds the SAT)

52.219-1             Small Business Program Representations

52.204-24          Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment.

52.204-26          Covered Telecommunications Equipment or Services-Representation.

52.225-2               Buy American Certificate

52.225-6               Trade Agreements Certificate

Additional Clauses:

Cost Accounting Standards (Applicable unless otherwise exempt):

52.230-2               Cost Accounting Standards (applies only when referenced in PO that full CAS coverage applies; “United States” means “United States or Contracting Entity”; delete paragraph (b) of the clause) 52.230-3 Disclosure and Consistency of Cost Accounting Standards (applies only when referenced in PO that modified CAS coverage applies; “United States” means “United States or Contracting Entity”; delete paragraph (b) of this clause)

52.230-4               Disclosure and Consistency of Cost Accounting Practices -- Foreign Concerns

52.230-5               Cost Accounting Standards -- Educational Institution

52.230-6               Administration of Cost Accounting Standards (applies to POs if FAR 52.230-2, FAR 52.230-3, FAR 52.230-4 or FAR 52.230-5 applies) Supplier shall communicate and otherwise deal directly with the Contracting Officer to the extent practicable and permissible as to all matters relating to Cost Accounting Standards. Supplier shall provide Contracting Entity with copies of all communications between Supplier and the Contracting Officer respecting FAR 52.230-2 (Cost Accounting Standards) and FAR 52.230- 6 (Administration of Cost Accounting Standards), provided Supplier shall not be required to disclose to Contracting Entity such communications containing information that is legally privileged and/or proprietary to Supplier. In addition to any other remedies provided by law or under this PO, Supplier agrees to indemnify and hold Contracting Entity harmless to the full extent of any loss, damage, or expense if Contracting Entity is subject to any liability as the result of a failure of the Supplier or its lower-tier subcontractors to comply with the requirements of FAR 52.230-2, 52.230-3, 52.230-4, 52.230-5 or 52.230-6, as applicable. Paragraph (b) is deleted in each of the foregoing clauses.

Truth in Negotiations (Truthful Cost or Pricing Data)

Unless exempt, Supplier shall submit a FAR Part 15 compliant cost proposal inclusive of any appropriate updates throughout the negotiation process. At the conclusion of negotiations, and regardless of any prior certification, Supplier shall certify as to the accuracy, currency and completeness of its information in accordance with the FAR required Certificate of Current Cost or Pricing data. 1. Indemnification: If any cost or price (including profit or fee) negotiated in connection with the prime contract between the Government and Contracting Entity or any cost that is reimbursable under said contract is reduced because cost or pricing data furnished by the Supplier in connection with any proposal submitted by Contracting Entity in connection with this PO was not accurate, complete, or current, the Supplier shall indemnify Contracting Entity in the amount of said reduction. The phrase “cost or pricing data” as used herein shall be deemed to include any such data related to a lower-tier prospective or actual subcontract, at any level, which was submitted by the Supplier or which it procured by submission of or in connection with the aforesaid proposal or this PO in support of its cost estimate. If any reduction of the contract price under this clause reduces the price of items for which payment was made prior to the date of the modification reflecting the price reduction, the Supplier shall be liable and shall pay Contracting Entity at the time such overpayment is repaid: For Department of Defense contracts only, a penalty equal to the amount of the overpayment, if the Supplier knowingly submitted cost or pricing data which were incomplete, inaccurate or non-current. 2. Cost or Pricing Data for Changes Prior to the pricing of any change or other modification to this PO which involves increases and/or decreases in costs plus applicable profit expected to exceed the threshold for submission of cost or pricing data, Supplier shall submit cost or pricing data and shall certify that such data, as defined in Federal Acquisition Regulation 2.101, submitted either actually or by specific identification in writing are accurate, complete and current as of the date of completion of negotiations. Supplier shall obtain cost and pricing data from its subcontractors when required pursuant to the clause of this PO.

b)  When the Goods, Software or Services  are for use in connection with a Prime Contract or subcontract from any agency of the United States Government Department of Defense, in addition to the BT Federal Inc. General Purchase Order Terms and Conditions and FAR Provisions, the following provisions (“DFAR Provisions”) shall apply , as required by the terms of the Prime Contract or by operation of law or regulation. The effective version of each DFAR clause shall be the most recent version.  

i) In the event of a conflict between these DFAR Provisions and the General Purchase Order Terms and Conditions, the DFAR Provisions shall control.

ii) Supplier shall insert these DFAR Provisions in selected lower tier subcontracts.

iii) In all clauses listed herein, the terms “Government,” “Contracting Officer,” and “Contractor” shall be deemed revised to identify the contracting parties herein and effect the proper intent of the provision except where further clarified or modified below.

iv) Any DFAR clauses that do not apply to a specific Contract are self-deleting.

252.203-7002  Requirement to Inform Employees of Whistleblower Rights

252.204-7000  Disclosure of Information

252.204-7004*  Anti-Terrorism Awareness Training for Contractors (applies if performance requires routine physical access to a federally-controlled facility of military installation)

252.204-7008  Compliance with Safeguarding Covered Defense Information Controls

252.204-7009  Limitations on the Use or Disclosure of Third-Party Contractor Reported Cyber Incident Information

252.204-7012*  Safeguarding of Unclassified Controlled Technical Information

252.204-7014*  Limitations on the Use or Disclosure of Information by Litigation Support Contractors

252.204-7015*  Notice of Authorized Disclosure of Information for Litigation Support Contractors

252.204-7018*  Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services

252.204-7020*  Notice of NIST SP 800-171 DoD Assessment Requirements

252.204-7021*  Cybersecurity Maturity Model Certification Requirements (where  BT Federal and subcontractor handle the same type of controlled information, the same CMMC level will apply; however, if BT Federal provides only select information, a lower CMMC level may apply to subcontractor)

252.211-7003*  NIST SP 800-171 DoD Assessment Requirements

252.223-7006  Prohibition on Storage, Treatment or Disposal of Toxic or Hazardous Materials (applies if Prime Contract requires access to a DoD installation)

252.223-7008*  Prohibition of Hexavalent Chromium (applies to an order for products, maintenance and repair services or construction materials)

252.225-7007  Prohibition on Acquisition of Certain Items from Communist Chinese Military Companies

252.225-7009*  Restriction on Acquisition of Certain Articles Containing Specialty Metals (excluding paragraphs (d) and (e)(1))

252.225-7048  Export-Controlled Items (applicable if performance of order involves use of or access to export-controlled items as defined in the clause)

252.225-7052*  Restriction on the Acquisition of Certain Magnets, Tantalum and Tungsten

252.225-7056*  Prohibition Regarding Business Operations with the Maduro Regime

252.225-7060*  Prohibition on Certain Procurements from the Xinjiang Uyghur Autonomous Region

252.227-7037*  Validation of Restrictive Markings on Technical Data

252.232-7017*  Accelerating Payments to Small Business Subcontractors – Prohibition on Fees and Consideration

252.239-7010*  Cloud Computing Services

252.244-7000*  Subcontracts for Commercial Items

252.246-7007*  Contractor Counterfeit Electronic Part Detection and Avoidance System (excludes introductory text and includes only paragraphs (a) though (e))