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Agreement
NADCAP AUDITEE AGREEMENT - ACCREDITATION AUDIT
PRI will formally notify the Auditee of all associated fees through scheduling correspondence
and/or invoice

CANCELLATION/POSTPONEMENT CLAUSE

Auditees who reschedule or cancel an audit within 120 calendar days of the audit start date
will be assessed a charge of $3000 / £2000 / €3000. Fees associated to linked audits
(e.g.satellite or AQS) audits will be assessed a charge of the lesser of the audit fee or $3000 /
£2000 / €3000.
Auditees whose audit is scheduled within 127 calendar days of the audit start date will be
allowed 7 calendar days from the date of the original scheduling notification email to request
that the audit be modified, rescheduled or canceled without incurring additional charges.
Requests to modify, reschedule or cancel an audit received after the 7-calendar day period
will be assessed a charge of $3000 / £2000 / €3000. Fees associated to linked audits (e.g.
satellite or AQS) audits will be assessed a charge of the lesser of the audit fee or $3000 /
£2000 / €3000.
The same charge will be applied to audit date changes resulting from a request received
within 120 calendar days of the audit start date to modify the audit (scope, ITAR status,
auditor, etc.).
Auditees who fail to maintain current contact information in eAuditNet or otherwise fail to
receive communication from PRI due to, for example, IT firewall policies, may have to
reschedule audits and incur resulting rescheduling fees.

The applicant certifies, to the best of his/her knowledge and belief that the Applicant and/or any of
its; Principals (1) are not presently debarred (or proposed), suspended, or declared ineligible for
the award of contract by any Federal Agency, (2) Have not within a three year period preceding this
application, been convicted of or had a civil judgment rendered against them for commission of
fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a
public contract or subcontract violation of Federal or state antitrust statutes relating to the
submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, or receiving stolen property; and (3) are not
presently indicted for or otherwise criminally or civilly charged by a governmental entity with
commission of any of the offenses above.

APPLICANT AGREES TO THE TERMS AND CONDITIONS REFERENCED HEREIN. THIS

AGREEMENT IS NOT EFFECTIVE UNTIL AN AUDIT DATE HAS BEEN SCHEDULED AND ACCEPTED
BY PRI. THIS AUDITEE AGREEMENT SHALL REMAIN IN EFFECT FOR DURATION OF APPLICANT'S
PARTICIPATION IN THE RELEVANT INDUSTRY MANAGED PROGRAM UNLESS REVOKED BY PRI,
AUDITEE IN WRITING TERMINATES PARTICIPATION IN THE SAME PROGRAM, OR SUPERSEDED
BY AUDITEE ACCEPTANCE OF TERMS AND CONDITIONS OTHERWISE ASSOCIATED WITH
SUBSEQUENT VERSION OF AUDITEE AGREEMENT. THE AUDITEE AGREEMENT SHALL
SUPERSEDE ALL OTHER AGREEMENTS BETWEEN PRI AND AUDITEE, BOTH ORAL AND
WRITTEN.

THIS AGREEMENT is made by and between the Performance Review Institute, Inc., (PRI) a Pennsylvania
not-for-profit corporation having a principal place of business at 161 Thorn Hill Road, Warrendale,
Pennsylvania, USA 15086-7527, and the company making application for accreditation ("Auditee").

W I T N E S S E T H:

WHEREAS, PRI is the administrator of the Accreditation Program ("Program")

WHEREAS, Auditee has submitted to PRI an application for accreditation pursuant to the Program

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together with the applicable fee and information;

WHEREAS, PRI is agreeable to initiating the process of accreditation ("Audit") pursuant to the Program,
the regulations and standards promulgated in accordance with the Program and the terms and conditions
of this Agreement; and

WHEREAS, Auditee desires to continue the accreditation services and understands and agrees that the
Audit shall be conducted pursuant to the regulations and standards of the Program, such that application
for accreditation shall constitute implied acceptance of all relevant operating procedures and program
documents, the terms of which are hereby incorporated by reference, and shall be upon the terms and
subject to the conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises set forth hereinafter and intending to be
legally bound hereby, the parties agree as follows:

ARTICLE I - ACCREDITATION

1.01. Process of Accreditation. In accordance with this application submitted to PRI by Auditee, Auditee
hereby confirms its desire to undergo the Audit, through eAuditNet, and to participate in the accreditation
process defined in the current revisions of the applicable formal program documents and PRI hereby
agrees to undertake the accreditation of Auditee. Auditee understands and agrees that all reports and
accreditation arising out of the accreditation process shall be the sole and exclusive property of PRI, and
that PRI shall have the right to publish, disseminate or otherwise distribute such reports and accreditation
information and results, in accordance with Program requirements, provided that nothing herein shall affect
Auditee's proprietary rights as set forth in this Agreement. Auditee understands that possible outcomes of
an audit are: failure, Auditee advisory issuance, and/or follow-up audit required (as defined by operating
procedures and the Task Group(s))

1.02. Term. In the event that Auditee is accredited pursuant to the Program, the term of the Accreditation
shall be as described in Operating Procedures, unless such Accreditation is earlier revoked or suspended
in accordance with the terms of this Agreement. Accreditation terms longer than one-year may require
additional annual testing as defined in the Operating Procedures. During the term of the Accreditation, PRI
may conduct other Audits, at its discretion, to assure the Auditee is maintaining its operation in accordance
with the Program. Prior notice is not required for audits conducted during the term of accreditation. In the
event that Auditee does not receive Accreditation and concludes any appeals unfavorably, this Agreement
shall be deemed terminated. During the existence of the Program, the term of the Accreditation shall be
extended from year to year upon Auditee's timely payment of the Audit Fee set forth in Section 1.03 of this
Agreement, passing the Audit, and being in compliance with the regulations and standards of the Program
in existence at the time of the annual Audit. Auditee agrees as a condition of accreditation that subsequent
reaccreditation audits may be scheduled by PRI and that Auditee is subject to cancellation or rescheduling
fees for these audits as specified in the Cancellation/Postponement Clause.

1.03.(a) Audit Fee. During the term of Auditee's Accreditation hereunder, Auditee shall pay all Audit Fees
as referenced within eAuditNet. The Audit Fee shall be payable forty-five (45) days prior to the Audit and
any outstanding balance on record with PRI may impact Auditee?s ability to schedule future audits and/or
retain accreditation. The Audit Fee shall be invoiced to Auditee seventy-five (75) days prior to the Audit,
and may be increased after the first year to reflect any cost increases experienced by PRI in the
administration of the Program. PRI shall have the right to adjust the number of audit days and audit fees
for currently scheduled audits based on published price changes (or) when changes to scopes, checklist
revisions, addition of satellites, failure of Auditee to respond to audit-related requests in a timely manner, or
other program modifications warrant changes to audits.

(b) Reaudit Fee. In the event that a Auditee does not pass an initial Audit or Auditee's Accreditation is
terminated, revoked or withdrawn and Auditee requests PRI to conduct an Audit for compliance and
accreditation or reaccreditation, a reaudit fee shall be imposed.

1.04. Taxes. Any applicable taxes are the responsibility of the Auditee.

ARTICLE II - TERMINATION

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Requirements set forth under this article are intended to apply in any instance not otherwise addressed
within a program document. In the event of a conflict between the Auditee Agreement and any program
document, the applicable program document shall prevail.

2.01. Suspension or Revocation. If during the term of Auditee's Accreditation hereunder Auditee is found
by PRI to be in violation of this Agreement or any of the conditions of the Program, then PRI shall have the
right to suspend or revoke the Accreditation in accordance with Operating procedures. In the event that
PRI determines that Auditee is in violation of this Agreement or any conditions of the Program, PRI shall
notify Auditee thereof in writing and Auditee shall have five (5) working days to respond to PRI. Such
response of Auditee shall set forth facts showing that PRI's determination was incorrect, or that PRI's
determination was correct and that Auditee has taken or is taking corrective action to cure the default,
including the time required to effect the cure, or has remedied the conditions giving rise to such violation of
the Program or Agreement. Non-payment by Auditee of any outstanding audit and/or penalty fees shall
constitute grounds for suspension or revocation of accreditation under this clause.

2.02. Final Determination. PRI shall make a final determination pursuant to Auditee's response under
Section 2.01 of this Article within twenty (20) working days of receipt thereof. Final determination shall be
made in accordance with the Program standards and shall include the reasons therefore. If such
determination concludes that there is a default or noncompliance with the conditions of the Program which
was disputed by Auditee, Auditee shall have the right to Appeal in accordance with the Program
regulations or agree to correct such violation or noncompliance. Failure to correct or appeal within the
applicable time shall result in the revocation of the Accreditation and termination of this Agreement. PRI
shall have the right to suspend Accreditation during any period in which Auditee is effecting corrective
action, if in PRI's sole discretion, such noncompliance is of such substantiality to effect Auditee's ability to
meet the Program standards.

2.03. PRI Termination. If PRI determines that Auditee has failed to respond to PRI's determination of a
violation or noncompliance pursuant to Section 2.01 of this Article, has not appealed a final determination
thereof or has failed to meet the conditions of any appeal determination, then PRI shall revoke the
Accreditation and terminate this Agreement. PRI shall notify Auditee in writing of the termination and shall
notify each User participating in the Auditees Accreditation Program of the revocation of Auditee's
Accreditation. PRI shall not be required to notify Auditee of any termination or revocation resulting from
Auditee's failure to pay any audit, penalty, or other fee. PRI shall have the right to notify Users of any such
suspension, revocation or failure to renew any Accreditation.

2.04. Auditee Termination. Auditee may terminate its Accreditation by giving PRI thirty (30) days prior
written notice of the termination. PRI shall notify each Subscriber participating in the Accreditation Program
of the termination by the Auditee.

ARTICLE III - Auditee'S ACKNOWLEDGMENTS

3.01. Proprietary Information. Auditee recognizes and acknowledges that: (a) in the course of the PRI
Audit it may be necessary for Auditee to provide information which could include, in whole or in part,
information concerning confidential and/or proprietary information belonging to Auditee or relating to
Auditee's business affairs including the confidential information of contractors with whom Auditee is
working or who are soliciting business (collectively referred to herein as the "Proprietary Information"); (b)
that while the Proprietary Information is recognized as the property of Auditee or the contractors or their
Auditees, such confidentiality shall not be a reason for nondisclosure to PRI Auditors; and that it shall be
the responsibility of Auditee to identify to PRI Auditors all Proprietary Information, and in particular that
which the use, misappropriation or disclosure of could cause irreparable injury to the owner thereof, and to
mark all such written information as "Proprietary".

3.02. Conflict of Interest. Auditee further recognizes and acknowledges that it is essential for the proper
and successful functioning of the Program and Audits that Auditee avoid all conflicts of interest and
appearances of conflicts with respect to PRI and PRI Auditors. In such regard, Auditee shall restrain (a)
from any attempt to solicit or influence any PRI employee engaged in the Program or any PRI Auditor
regarding the outcome of an audit or information concerning accreditation data and (b) from any business
association with PRI Auditor during the Auditor's term of engagement with PRI and for a reasonable period

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following the termination of Auditor's engagement with PRI.

3.03 Import/Export Controls. Auditee acknowledges their responsibilities associated with the control of
restricted data, information, and/or products under the International Traffic and Arms Regulations (ITAR),
the Export Administration Regulations (EAR), and all other applicable international export control laws.
Prior to and at the beginning of an audit, Auditee shall identify any restricted specifications, processes and
drawings (referred to as "auditable material") and manage access to that data in accordance with all
applicable export control laws and regulations. The Auditee is responsible for notifying the PRI Staff
Engineer and assigned auditor when the Auditee does work governed by the ITAR ,EAR, and/or any other
applicable international export control regulation. The Auditee shall contact the owner of any information
for clarification when unsure about whether information is restricted under the ITAR,EAR, or any other
applicable international export control regulation. In the event "auditable material" is restricted under the
ITAR and/or EAR or any other export control regulation, the Auditee can either: request an Unrestricted
Auditor (if available), or limit the audit to "auditable material" that is unrestricted. Throughout the audit
process, Auditee shall undertake all efforts to ensure that data or information which is restricted under
ITAR, EAR, and/or any other international export control regulation or information shall not be posted on
eAuditNet. In the event that restricted data is posted in eAuditNet by Auditee in violation of ITAR, EAR,
and/or any other international export control regulation, Auditee assumes responsibility for (1) notifying PRI
in a timely manner, (2) ensuring restricted data is removed from eAuditNet, and (3) initiating any necessary
reporting action to affected organizations and/or government authorities.

3.04 Code of Ethics. Auditee agrees to adhere to the Nadcap Personal Code of Ethics and Conflict of
Interest as described below, as applicable:

All individuals (Subscribers, Auditees, Staff, Auditors, etc.) involved with the Nadcap activity shall
exhibit acceptable professional standards of conduct and uphold and advance the integrity of
Nadcap.

Each individual is expected to exercise impartial professional judgment to assure confidence in the
integrity of Nadcap by avoiding conflicts of interest in all Nadcap related activities.

When a competing interest has the potential to preclude or impair exercising one?s independent
professional judgment or unreasonably jeopardize the integrity of the Nadcap activity, the individual
should disassociate themselves from that particular activity.

Any person associated with the Nadcap activity who believes that continued participation by any
other person may jeopardize the integrity of Nadcap should bring the matter to the attention of the
Nadcap Management Council.

All Nadcap Staff, its Auditors, Nadcap Management Council and Task Group Members shall
maintain proprietary or confidential information with which they become familiar as a result of their
exposure to the Auditee and/or reports during the accreditation process appropriately. Information of
this type shall not be shared with individuals or organizations having no right to this information.

All individuals associated with the Nadcap audit and review process shall avoid using undue
influence or personal conversation to influence the audit results or the review process.

3.05 Auditee agrees to conduct themselves respectively, responsibly, ethically, and lawfully as it pertains to
the accreditation process.

3.06 The Auditee shall be an advocate of conditions that safeguard the rights and welfare of all PRI
employees or contractors.

3.07 Health and Safety. Auditee shall comply with all relevant laws related to workplace safety and take
reasonable steps to ensure the health and safety of any PRI staff member or representative while on-site
at Auditee facility for purposes of conducting an audit.

ARTICLE IV - Auditee'S COVENANTS AND AGREEMENTS

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4.01. Cooperation. Auditee agrees that it shall provide all information and documents reasonably
requested of it by PRI or PRI�s representative(s) to conduct or complete the Audit, including maintaining
its contact information in eAuditNet. As the contact information in eAuditNet is the primary means of
communication between Auditee and PRI, Auditee acknowledges that it is responsible for missed
communications from PRI to Auditee, which could result in loss of accreditation or rescheduled audits and
resulting fees, due for example to its IT firewall policies or a failure to maintain its current contact
information. Auditee understands that PRI may conduct its Audits and any investigations without prior
notice during business hours of Auditee.

4.02. Undertakings. Auditee agrees to maintain the conditions which gave rise to Accreditation and to
notify PRI of any changes in any such condition that would have an effect on such Accreditation in
accordance with Program standards. Auditee shall use its best efforts to adhere to the performance of the
obligations under this Agreement, to the obligations imposed by the regulations and standards of the
Program, and to comply with all rules and regulations established or issued by PRI under the applicable
industry-managed Program.

4.03. Misuse of Accreditation Certificate or Mark. Auditee has the right, as defined in the Program
Operation, to use in its promotional efforts the Program Accreditation Mark. Auditee agrees that Auditee
shall, when using the Mark, make reference only to the specific products, processes, or services for which
the Accreditation applies and shall not, directly or indirectly, make any improper or misleading references
to the Program, the Accreditation Certificate, or the Program Mark in any advertisements, brochures, test
reports, or other presentations. Auditee also agrees that Auditee retains responsibility for its products,
processes, or services and will not make any representations or statements concerning Accreditation
which imply or impute any approval of any specific Auditee product or service or acceptance of
responsibility by the Program, PRI or the United States Government. Auditee further agrees that misuse of
the Accreditation Certificate or Mark will subject Auditee to suspension or revocation of Accreditation, as
addressed in Section 2.01 hereof.

4.04. Nonsolicitation of PRI Employees or Auditors. Unless otherwise agreed by the parties in writing,
Auditee agrees that during this Agreement it shall not, directly or indirectly, solicit or hire any PRI
Employee engaged in the activities of the Program or any PRI Auditor, either as an employee, consultant
or expert witness.

4.05. Indemnity. Auditee shall indemnify and hold PRI harmless from a claim or action arising out of breach
of Auditee's Covenants and Agreements or based upon a product made by Auditee and pay any damages
and costs, including any attorneys' fees arising out of such claim or action. PRI agrees to notify Auditee
promptly and in writing of any such claim or action and Auditee shall have the right to settle, compromise
or defend any such claim or action; provided, however, that PRI shall have a right to participate therein at
its own cost.

4.06. Authorization to Bind. By accepting the terms herein referenced, Auditee representative confirms
his/her authority to bind the Auditee organization.

ARTICLE V - PRI'S REPRESENTATIONS AND WARRANTIES

5.01. Best Efforts. PRI represents that it will use its best efforts to conduct all Audits and investigations in
accordance with the Program and to carry out the accreditation, suspension, failure, or revocation
processes in accordance with due process.

5.02. Non-Disclosure of Proprietary Information. PRI agrees to hold and safeguard the Proprietary
Information in trust for Auditee or owner, its successors and assigns and agrees that PRI shall not, without
the prior written consent of Auditee or such owner, misappropriate or disclose or make available to anyone
for use outside PRI's organization or to anyone not authorized to receive such Proprietary Information at
any time, either during the term of this Agreement or subsequent to the termination of this Agreement for
any reason, including without limitation termination by PRI, any of the Proprietary Information, whether or
not developed by Auditee, except as required in the performance of PRI's obligations under the Program,
pursuant to Court order or if such time as the Proprietary Information is in the public domain or disclosed to
PRI by a third party not under an obligation of confidentiality to Auditee.

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5.03. Nonsolicitation of Auditee Employees. PRI agrees that during this Agreement it shall not, directly or
indirectly, solicit or hire any Auditee Employee, either as an employee, consultant, or expert witness,
unless Auditee otherwise agrees in writing.

ARTICLE VI - MISCELLANEOUS

6.01. Authorization to Modify Restrictions. It is the intention of the parties that the provisions of this
Agreement shall be enforceable to the fullest extent permissible under applicable law, but that the
unenforceability (or modification to conform to such law) of any provision or provisions hereof shall not
render unenforceable, or impair, the remainder thereof. If any provision or provisions hereof shall be
deemed invalid or unenforceable, either in whole or in part, this Agreement shall be deemed amended to
delete or modify, as necessary, the offending provision or provisions and to alter the bounds thereof in
order to render it valid and enforceable.

6.02. PRI Violation Not a Defense. In an action by PRI to enforce this Agreement any claims asserted by
Auditee against PRI shall not constitute a defense to PRI's action unless arising out of a claim for breach
of this Agreement.

6.03. Parties Not Agent of Other. In the execution of this Agreement, neither party shall be deemed to be
an agent of the other and shall have no power to bind each other.

6.04. Contract Entire Agreement. This Agreement and application constitute the entire agreement between
the parties and shall supersede all prior negotiations, proposals and purchase orders, whether written or
oral. The Agreement shall not be varied in its terms by any oral agreement or representation or otherwise
than by an instrument executed in writing by both parties by their duly authorized representatives.

6.05. Non-Assignment. Auditee shall not assign this Agreement or the obligation and responsibilities
thereunder.

6.06. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of
the Commonwealth of Pennsylvania.

6.07. Remedies. If PRI prevails in a proceeding for damages or injunctive relief, Auditee agrees that PRI,
in addition to other relief, shall be entitled to reasonable attorneys' fees, costs and the expenses of
litigation incurred by PRI in securing the relief granted by the Court. In the event that PRI shall fail in
obtaining such relief, Auditee shall be entitled to reasonable attorneys' fees, costs and expenses of
litigation incurred by it in defending such action.

6.08. Counterparts, Section Headings. This agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all of which together shall constitute one and the
same instrument. The section headings of this Agreement are for convenience of reference only and shall
not affect the construction or interpretation of any of the provisions hereof.

6.09. Force Majeure.. Any delay or failure in the performance by either Party hereunder shall be excused if
and to the extent caused by the occurrence of a Force Majeure. For purposes of this Agreement, Force
Majeure shall mean a cause or event that is not reasonably foreseeable or otherwise caused by or under
the control of the Party claiming Force Majeure, including acts of God, fires, floods, explosions, riots, wars,
hurricane, sabotage terrorism, vandalism, accident, restraint of government, governmental acts,
injunctions, labor strikes, other than those of PRI or its contractors / affiliates, that prevent PRI from
furnishing the services outlined herein, and other like events that are beyond the reasonable anticipation
and control of the Party affected thereby, despite such Party's reasonable efforts to prevent, avoid, delay,
or mitigate the effect of such acts, events or occurrences, and which events or the effects thereof are not
attributable to a Party's failure to perform its obligations under this Agreement. Force majeure shall not
serve as grounds for maintaining Auditee accreditation in the event Auditee is unable to perform a process
for which they had previously attained accreditation.

6.10. Data Protection with respect to international data protection law, Auditee and PRI shall take
appropriate and proportionate measures to safeguard personal data.

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s-frm-1103 29-Mai-20

I agree to the terms and conditions of this entire agreement

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