ARTICLES OF AGREEMENT

Transcription

1 Document No: [*insert number] Agreement number: [*insert number] ARTICLES OF AGREEMENT RELATING TO THE DESIGN, MANUFACTURE, SUPPLY AND SUPPORT OF [* insert description of the Equipment / System] for the [* insert name of Project] Project ([* insert phase]) between VANCOUVER SHIPYARDS CO. LTD. and [* insert legal name of the Supplier] Unless otherwise defined, capitalised terms, singular or plural, used in these Articles of Agreement shall have the meaning set out in section 1. The Parties have executed this Subcontract through their duly authorised representatives. For and on behalf of: Vancouver Shipyards Co. Ltd. For and on behalf of: [* insert legal name of Supplier] Signature: Signature: I warrant that I have authority to bind the company. I warrant that I have authority to bind the company. Print name: [*] Print name: [*] Title: [*] Title: [*] Date: [*] Date: [*] Signature: Signature: I warrant that I have authority to bind the company. I warrant that I have authority to bind the company. Print name: [*] Print name: [*] Title: [*] Title: [*] Date: [*] Date: [*] EFFECTIVE DATE OF SUBCONTRACT (EDS) [* insert date of last signature]: [* DDMMMYY] Unclassified Page 1 of 24 Intellectual Property Rights owned by Vancouver Duplicate 1 of 2 Shipyards Co. Ltd.

2 Document No: [*insert number] Document Identifier Number: [* insert VSY Document #] Rev: 1 Title: Articles of Agreement Ship applicability: All Document Owner: [* insert name] Document Approver: [* insert name] Master Template Ref: Articles of Agreement Project: [* inset name of Project] Type Organisation Area Supplier VSY Supplier Code SWBS Contract SCM Subcontracts / SCM [* insert name] [* insert VSY number] [* insert VSY number] AMENDMENT RECORD THESE ARTICLES OF AGREEMENT The revision number shown below defines the status of these Articles of Agreement. Changes from the previous version are shown below. Rev Author Date Description of Change A Ian Brennan 06 Jun 16 First draft B Stephen Kushniruk 04 Jul 16 Updated appendix A Annex F to Annex E C Stephen Kushniruk 07 Jul 16 Updated appendix B 1 [* insert name of Subcontract Authority] [* DDMMMYY] Baseline Subcontract between the Parties. Various drafts passing between the Parties shall be designated as Rev A, Rev B, etc. Upon a final negotiated agreement between the Parties, the designation shall be shown as. Further amendments (if any) will be detailed in one or more Change Orders (see Appendix J (Change Orders) of these Articles of Agreement). Prepared by: Vancouver Shipyards Co. Ltd. 50 Pemberton Avenue North Vancouver, British Columbia Canada, V7P 2R2 Vancouver Shipyards Co. Ltd Unclassified Page 2 of 24 Intellectual Property Rights owned by Vancouver Duplicate 1 of 2 Shipyards Co. Ltd.

3 Document No: [*insert number] Table of Contents Articles of Agreement 1. Definitions Representations and Acknowledgements Third Party Beneficiary Security Requirements Subcontract Structure Model Sequence of Key Events Acceptance of the Equipment Summary of the Statement of Requirements Authorities Supplier s Requirements Supplier s Background IP Rights Subcontract Documents Change Orders Special Conditions Options Duplicate Copies Appendix A Subcontract Structure and Order of Precedence...11 Appendix B Model Sequence of Key Events Appendix C Acceptance of the Equipment Appendix D Summary of the Statement of Requirements Appendix E Authorities and Representative of the Supplier Appendix F Supplier s Requirements Appendix G Supplier s Background IP Rights Appendix H Security Requirements Appendix I Documents Forming the Subcontract Appendix J Change Orders Unclassified Page 3 of 24 Intellectual Property Rights owned by Vancouver Duplicate 1 of 2 Shipyards Co. Ltd.

4 Document No: [*insert number] This Subcontract is between: (1) Vancouver Shipyards Co. Ltd., a British Columbia corporation, with registered offices located at [* insert address] and operating out of offices located at 50 Pemberton Avenue, North Vancouver, British Columbia, Canada, V7P 2R2 (the Purchaser) and (2) [* insert legal name of the Supplier], a [* insert Supplier s jurisdiction of incorporation] corporation, with registered offices located at [* insert address] and operating out of offices located at [* insert address] (the Supplier). Recitals (A) The challenge of developing ship programs in a highly competitive market, together with the need for ship designers, builders and suppliers to share costs and risks associated with such developments requires such parties to develop a collaborative relationship based upon open exchanges to achieve the most effective use of their respective capabilities and resources by way of, for example: (a) the development of a comprehensive Statement of Requirements (SOR) to achieve design, quality and Price objectives; (b) the harmonization of procedures, processes, Information Technology (IT) enablers and standards to achieve best working practices; (c) the achievement of continuous competitiveness, Price and schedule improvements; (d) the timely delivery of goods, materials, software, licenses, documentation, information and services to meet the design, development, manufacture, supply, commissioning and trialing requirements of the Project; (e) the achievement of IRB obligations; (f) the adherence to quality standards and regulations; (g) the adherence to Integrated Logistics Support (ILS) requirements; and (h) compliance to applicable legislative and regulatory requirements. (B) The Supplier, having (a) full knowledge of the high level of requirements inherent in the maritime industry in terms of quality, safety, seaworthiness, continuity and competitiveness; and (b) full knowledge of the licensing and IRB obligations, has replied favourably to the Purchaser s solicitations and declares and represents, as a professional of the type of design, manufacture, supply, trialing and support Deliverables being supplied and/or performed under the Subcontract to the required quality standards and by the required Delivery Dates. (C) The Supplier has been selected on the basis of, among other evaluation criteria: acceptance of the Articles of Agreement and Schedule A (General Conditions); compliance to the Purchaser s Technical Requirements; the Supplier s design, manufacturing, trialing and support expertise; licensing of its Intellectual Property (subject to the limitations set out in Schedule A (General Conditions); commitment to achieving the IRB obligations; obligation to deliver the Deliverables to the Delivery Dates; the granting of warranties, indemnities, guarantees and security of its performance; price; competitiveness; and its willingness to work cooperatively with the Purchaser, other suppliers to the Purchaser, the Customer, the End User and the Third Party Beneficiaries. Unclassified Page 4 of 24 Intellectual Property Rights owned by Vancouver Duplicate 1 of 2 Shipyards Co. Ltd.

5 Document No: [*insert number] The Parties agree as follows: 1. Definitions 1 In the Subcontract, unless the context otherwise requires, where the first letter of a word or acronym is capitalised, it is a defined term that has the meaning set out in either this section 1; Annex A (Definitions and Interpretations) of Schedule A (General Conditions); each Part of Schedule D1 (SOW); Part 1 of Schedule D2 (SDRL); and the DIDs set out in Schedule D3 (DIDs). 2 In this Subcontract, the following terms have the meanings and values given to them: Accounts Payable Department means the Purchaser s account payable department located at 50 Pemberton Avenue, North Vancouver, British Columbia, Canada, V7P 2R2, with an address of apseaspan@seaspan.com; Call-Off Instruction Period means [* insert number of calendar days]; Classification Society or Class means [* insert name of Classification Society]; Composite Lead Time means [*insert the number of calendar days calculated pursuant to Schedule E]; Controlled Goods means the Deliverables are controlled under the jurisdiction of [* insert jurisdiction]; Customer means [* insert name of the customer]; Data Retention Period means six (6) years from the end of the Warranty Period; Defect Rectification Period means the period between EDS and the later of (a) [* insert scheduled delivery dates (DDMMMYY format) for each Ship] and (b) Final Acceptance of the Equipment associated with the Ship; Effective Date of Subcontract or EDS means the last date of the last signature of the Parties and is shown on the front page of these Articles of Agreement; End User means [* insert name of the end user]; Equipment or System means [* insert description of the Equipment or System taken from Schedule B2 this should match the SWBS description] and as further defined in Annex A (Definitions and Interpretations) of Schedule A (General Conditions); HAT Duration is [*insert number] Working Days (see Appendix F (Supplier s Requirements) of these Articles of Agreement); Industrial and Regional Benefits Obligation Value or IRB Obligation Value: [* insert monetary value in $ CAD or state not used ]; Lifed Item Period means [* insert scheduled delivery date (DDMMMYY format) for each Ship]; Maturity of the Solution means, as of the EDS, the Supplier declares that the Supplier s Solution set out in Schedule C (Supplier s Specifications) meets [* insert numeric value in words] percent ([* insert percentage value] %) of the Purchaser s Technical Requirements; Option means an irrevocable right to purchase Deliverables under the provisions of this Subcontract as described in section 15 of these Articles of Agreement and section C of Schedule G2 (Price Itemization, Charge Out Rates and Option Prices); Payment Period means [* insert number] calendar days from receipt of a duly completed Payment Claim and supporting documentation; Point of Delivery means: (a) with respect to the Equipment, On Loan Items, SPT, Deliverable Software and Spares, the municipal address or addresses indicated in Schedule E; (b) with respect to Data Items, the address of the Document Controller; and (c) with respect to tasks, the locations identified in each Part of Schedule D1 (SOW); Point of Pick Up means, with respect to the Equipment, On Loan Items, SPT, Deliverable Software and Spares, the municipal address or addresses from which the Purchaser may pick up the Equipment, On Loan Items, SPT, Deliverable Software and Spares from the Supplier s premises located at [* insert Supplier s municipal address]; Unclassified Page 5 of 24 Intellectual Property Rights owned by Vancouver Duplicate 1 of 2 Shipyards Co. Ltd.

6 Document No: [*insert number] Price means all costs, mark-ups and profit and, with respect to: (a) the Subcontract: is [* insert numeric value in words] [* insert currency] ([* insert numeric value] (Customs Duties are included and Applicable Taxes are extra); (b) Option 1: is [* insert numeric value in words] [* Insert currency] ([* insert numeric value]) Customs Duties are included and Applicable Taxes are extra); (c) Option 2: is [* insert numeric value in words] [* Insert currency] ([* insert numeric value]) Customs Duties are included and Applicable Taxes are extra); (d) Option 3: is [* insert numeric value in words] [* Insert currency] ([* insert numeric value]) Customs Duties are included and Applicable Taxes are extra); (e) Option 4: is [* insert numeric value in words] [* Insert currency] ([* insert numeric value]) Customs Duties are included and Applicable Taxes are extra); Prime Contract means the contract between the Purchaser and the Customer reference number [* insert reference number and date], as modified or amended; Project means [* insert project name]; Project Subcontract means one or more earlier subcontracts between the Supplier and the Purchaser relating to the Project; Purchaser or VSY means Vancouver Shipyards Co. Ltd.; Purchaser s Premises means 50 Pemberton Avenue, North Vancouver, British Columbia, Canada, V7P 2R2; Capilano Business Park, st Street West, North Vancouver, British Columbia, Canada, V7P 3N4; and 825 Admirals Road, Victoria, British Columbia, Canada, V9B 0B2; Owner means [* insert name or owner]; SAT Duration is [* insert number] Working Days (see Appendix F (Supplier s Requirements) of these Articles of Agreement); Scheduled Ship Delivery Date means [* insert the scheduled delivery date(s) for each Ship as stated in the Prime Contract]; Shelf Life Period means [* insert scheduled delivery date (DDMMMYY format) for each Ship]; Ship means [* insert name of class of Ship]; Shipping Terms means DAP (Point of Delivery) INCOTERMS 2010 unless, under one or more of the Options, the Purchaser selects FCA (Point of Pick Up) INCOTERMS 2010; Subcontract means those documents listed in Appendix I (Documents Forming the Subcontract) of these Articles of Agreement; Support Period not used; Supplier means [* insert full legal name of the Supplier]; Third Party Beneficiary means Canada, [* insert names of any other third party beneficiary such as the EIS supplier, the IPMS supplier, the ILS solution provider, etc ]; Validity Date - Option means the calendar date for exercising each Option as indicated in section C of Schedule G2 (Price Itemization, Charge Out Rates and Option Prices); Validity Date - Rates means the calendar date for the Charge Out Rates as indicated in section B of Schedule G2 (Price Itemization, Charge Out Rates and Option Prices); VFI Coordinator or VFIC means the Purchaser s Data Item coordinator located at 50 Pemberton Avenue, North Vancouver, British Columbia, Canada, V7P 2R2 [*insert one of the following [VFI-JSS@Seaspan.com; VFI-OFSV@Seaspan.com; VFI- OOSV@Seaspan.com; VFI-Polar@Seaspan.com]; Unclassified Page 6 of 24 Intellectual Property Rights owned by Vancouver Duplicate 1 of 2 Shipyards Co. Ltd.

7 Document No: [*insert number] Warehouse means 2275 Douglas Road, Burnaby, British Columbia, Canada, V5C 5A7 and 2950 Westshore Parkway, Victoria, Canada, V9B 0B2; and Warranty Period means [* if the Supplier entered into earlier Project Subcontracts, then insert from the effective date of the earliest Project Subcontract to the date that is fifteen (15) months after the Scheduled Ship Delivery Date, otherwise insert from the EDS to the date that is fifteen (15) months after the Scheduled Ship Delivery Date.] 2. Representations and Acknowledgements 1 The Supplier represents, warrants, covenants, agrees and acknowledges that: (a) as of the EDS, the Maturity of the Solution is as declared in section 1 (Definitions) above; (b) (c) as of the EDS, it has in its possession all the documents referred to in this Subcontract; as of the EDS, it: (i) has uploaded to the Purchaser s Approved Supplier Portal at all required documentation, including, without limitation, a current WCB clearance letter (if Work is to be undertaken in British Columbia, Canada), proof of insurance, certifications and representations; (ii) has at all times during the Term of the Subcontract, it will cause all required documentation uploaded onto the Purchaser s Approved Supplier Portal to be current and up-to-date and acknowledges and agrees that it is responsible for maintaining current documentation on the Purchaser s Approved Supplier Portal; (iii) has the knowledge, technical capability, know-how and necessary resources described in Recital (B) of this Subcontract; (iv) acknowledges that the Purchaser selected the Supplier upon, among other things, the evaluation criteria described in Recital (C) this Subcontract; and (v) acknowledges that, if the Supplier fails to upload current and up-to-date copies of all required documents to the Purchaser s Approved Supplier Portal, the Purchaser may, without prejudice to any other remedy, withhold payments owing to the Supplier until such time as all required documentation on the Purchaser s Approved Supplier Portal is updated as required. 3. Third Party Beneficiary A Third Party Beneficiary of the Subcontract shall have the benefit of and may enforce any of the rights granted to it pursuant to the Subcontract in its own name. The Purchaser may substitute a Third Party Beneficiary (other than Canada) by Notice to the Supplier. Such substitution is not a change, amendment or variation of the Subcontract within the meaning of Section F (Amendments and Pricing) of Schedule A (General Conditions). 4. Security Requirements The industrial security requirements for the Subcontract are set out in Appendix H (Security Requirements) of these Articles of Agreement. 5. Subcontract Structure 1 The Subcontract structure is illustrated in Appendix A (Subcontract Structure and Order of Precedence) of these Articles of Agreement, namely: Unclassified Page 7 of 24 Intellectual Property Rights owned by Vancouver Duplicate 1 of 2 Shipyards Co. Ltd.

8 Document No: [*insert number] (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) the Articles of Agreement, which, together with Annexes A to J inclusive and Schedule A (General Conditions), contain the commercial terms and conditions of the Subcontract; Schedule A (General Conditions), which contain the general and supplemental terms and conditions of the Subcontract; Schedule B1 (End User s Requirements, VCRI and Compliance Matrix), which sets out the End User s technical and operational requirements relating to the Equipment and Deliverable Software, together with the Supplier s verification method and compliance statement to each of the End User s performance statements; Schedule B2 (Purchaser s Requirements, VCRI and Compliance Matrix), which sets out the Purchaser s technical and operational requirements relating to the Equipment and Deliverable Software, together with the Supplier s verification method and compliance statement to each of the Purchaser s performance statements; Schedule B3 (General Technical Requirements, VCRI and Compliance Matrix), which sets out the Purchaser s transverse technical requirements relating to the Ship as a whole, together with the Supplier s verification method and compliance statement to each of the Purchaser s general technical requirements; Schedule B4 (Interface Requirement, VCRI and Compliance Matrix), which sets out the Purchaser s Interface Specification requirements relating to the Equipment and the Deliverable Software, together with the Supplier s verification method and compliance statement to each of the Purchaser s interface requirements; Schedule B5 (Integrated Logistics Support Requirements and Compliance Matrix), which sets out the End User s and the Purchaser s ILS requirements relating to the Equipment and Deliverable Software, together with the Supplier s verification method and compliance statement to each of the ILS requirements; Schedule C (Supplier s Specifications and VCRI), which sets out the Supplier s Solution to the Purchaser s Technical Requirements and the verification method for each of the Supplier s performance statements; Schedule D1 (Statement of Work), Schedule D2 (SDRL) and Schedule D3 (DIDs), which set out specific tasks to be performed by the Supplier and describes the form, content and delivery instructions relating to Data Items (i.e. documents) to be prepared, delivered and maintained by the Supplier; Schedule E (Equipment, On Loan Items, SPT, Deliverable Software and Spares), which lists the Equipment, On Loan Items, SPT, Deliverable Software and Spares to be provided (or loaned) under the Subcontract; Schedule F (Supplier s Level 1 Schedule), which is the Supplier s top level schedule of activities to be performed under the Subcontract including all major Inspections, Design Reviews and Audits; Acceptance Events; Milestones; Request For Inspection Dates for the Equipment, SPT and Spares; the Delivery Dates for the Data Items and Deliverable Software; together with the required delivery dates of any dependencies set out in section A of Appendix F (Supplier s Requirements) of these Articles of Agreement; Schedule G1 (Financial Arrangements) and Schedule G2 (Price Itemization, Charge Out Rates and Option Prices), which set out the agreed financial arrangements, the itemization of the Subcontract Price, the Charge Out Rates for additional services as and if required, escalation indices, and the Option Prices; and Covering Purchase Order, which is the link between the Subcontract (e.g. Milestones, Equipment Delivery Dates, etc ) and the Purchaser s internal financial, inventory management, planning and control systems (Note: the preprinted terms and conditions contained on the back of any covering purchase order (if any) are, for the purposes of the Subcontract, null and void). 2 In the event that a Schedule, or a Part of a Schedule, is not required, the Schedule, or the Part of the Schedule as the case may be, shall nevertheless appear in the Subcontract with the notation NONE appearing immediately below the title. Unclassified Page 8 of 24 Intellectual Property Rights owned by Vancouver Duplicate 1 of 2 Shipyards Co. Ltd.

9 Document No: [*insert number] 3 To the extent that any provision within the Subcontract is inconsistent between, or among each other, the order of priority and precedence to resolve the inconsistency shall be as indicated in Appendix A (Subcontract Structure and Order of Precedence) of these Articles of Agreement. 6. Model Sequence of Key Events The model sequence of key events is set out in Appendix B (Model Sequence of Key Events) of these Articles of Agreement. 7. Acceptance of the Equipment 1 Acceptance of the Equipment is set out in Appendix C (Acceptance of the Equipment) of these Articles of Agreement. 2 Acceptance of Custom Software (if any) is set out Attachment 2 (Custom Software) to Annex D (Supplemental General Conditions) of Schedule A (General Conditions). 8. Summary of the Statement of Requirements A high level summary of the SOR is set out in Appendix D (Summary of the Statement of Requirements) of these Articles of Agreement. This summary is intended to be an aide memoire for the Parties and is lowest in the order of precedence (see Appendix A (Subcontract Structure and Order of Precedence) of these Articles of Agreement). 9. Authorities The identity of the Purchaser s Authorities and the Representative of the Supplier, their contact details and their respective responsibilities, are listed in Appendix E (Authorities and Representative of the Supplier) of these Articles of Agreement. 10. Supplier s Requirements The Supplier s requirements (if any) are listed in sections A and B of Appendix F (Supplier s Requirements) of these Articles of Agreement. 11. Supplier s Background IP Rights The Supplier s declared Background IP Rights, as of the EDS, are listed in Appendix G (Supplier s Background IP Rights) of these Articles of Agreement. 12. Subcontract Documents The Subcontract is composed of the documents listed in Appendix I (Documents Forming the Subcontract) of these Articles of Agreement. 13. Change Orders Change Orders are listed in Appendix J (Change Orders) of these Articles of Agreement. The Subcontract Authority will unilaterally amend this list as and when the Parties agree Change Orders. 14. Special Conditions None Unclassified Page 9 of 24 Intellectual Property Rights owned by Vancouver Duplicate 1 of 2 Shipyards Co. Ltd.

10 Document No: [*insert number] 15. Options 1 The Supplier grants to the Purchaser and Canada the Options set out in section C of Schedule G2 (Price Itemization, Charge Out Rates and Option Prices). 2 The Purchaser and/or Canada may exercise one or more Options by Notice to the Supplier before the expiry date of each Validity Date associated with each Option as set out in section C of the Schedule G2 (Price Itemization, Charge Out Rates and Option Prices). 3 The exercise of an Option will be evidenced (for administrative purposes only) by a Change Order. 16. Duplicate Copies 1 The Subcontract Authority (or his/her delegate) and the Representative of the Supplier (or his/her delegate) have initialed each page of the Subcontract for identification purposes. 2 The Subcontract is made in two (2) duplicate copies. After each duplicate copy is signed and each page is initialed, one duplicate copy shall be held by the Purchaser ( Duplicate 1 of 2 ), the other by the Supplier ( Duplicate copy 2 of 2 ). Unclassified Page 10 of 24 Intellectual Property Rights owned by Vancouver Duplicate 1 of 2 Shipyards Co. Ltd.

11 Document No: [*insert number] Appendix A Subcontract Structure and Order of Precedence Order of Precedence Articles of Agreement 2 Section 14 Special Conditions 1 Appendices - A Subcontract Structure and Order of Precedence 2 B Model Sequence of Key Events 2 C Acceptance of the Equipment 2 D Summary of the Statement of Requirements 24 E Authorities and Representative of the Supplier 2 F Supplier s Requirements 22 G Suppliers Background IP Rights 2 H Security Requirements 2 I Documents Forming the Subcontract Commercial 2 J Change Orders 23 Schedules - A General Conditions 3 Annex A Definitions and Interpretation 3 Annex B General Conditions 2030, as amended 6 Annex C not used 8 Annex D General Conditions , as amended Annex E Supplemental General Conditions 4007, as amended 4 Attachment 1 Canada to Own IPR in Foreground Information, as 5 amended Attachment 2 Custom Software, as amended 5 Annex F IRB Terms and Conditions (if IRB proposal required) 3 B1 End User s Requirements, VCRI and Compliance Matrix 9 B2 Purchaser s Requirements, VCRI and Compliance Matrix 10 Purchaser s Technical B3 General Technical Requirements, VCRI and Compliance Matrix 11 Requirements B4 Interface Requirements, VCRI and Compliance Matrix 12 B5 ILS Requirements and Compliance Matrix 13 C Supplier s Specifications and VCRI Supplier s Solution 20 - D1 Statement of Work (SOW) 14 D2 Subcontract Data Requirements List (SDRL) Tasks and Documents 15 D3 Data Item Descriptions (DIDs) 16 E Ship Equipment List, On Loan Items, SPT, Deliverable Software and Spares Physical Items F Supplier s Level 1 Schedule High Level Schedule of Activities - G1 Financial Arrangements 18 Finance G2 Price Itemization, Charge Out Rates and Option Prices Covering Purchase Order Purchasing 25 Unclassified Page 11 of 24 Intellectual Property Rights owned by Vancouver Duplicate 1 of 2 Shipyards Co. Ltd.

12 Appendix B Model Sequence of Key Events Events - EDS FAT (E) RFID COI Delivery to Purchaser Matters Design Reviews Payment Place On Board Commissioning T&T Final Acceptance of the Equipment Acceptance of each Ship Location of Equipment Supplier s premises Purchaser s Premises On Board Ship Customer Transfer of risk of loss Per Shipping Terms Purchaser Customer Transfer of title Per GC Purchaser Customer Repair and maintenance responsibility Supplier Purchaser Supplier Purchaser Customer Protection responsibility Supplier Purchaser Customer Defect Rectification Period Warranty Period Shelf Life Period Lifed Item Period Supplier Supplier Supplier See section 1 of the Articles of Agreement See section 1 of the Articles of Agreement See section 1 of the Articles of Agreement See section 1 of the Articles of Agreement Template ref: 01 Articles of Agreement Unclassified Page 12 of 24

13 Appendix C Acceptance of the Equipment Acceptance Events Data Compliant Engineering Data Items (Part 3 of Schedule D2 (DIDs)) PROVISIONAL ACCEPTANCE Design Reviews FATs Inspection HATs SATs Successful System Requirements Review Successful System Design Review Successful Software Specification Review Successful Preliminary Design Review Successful Critical Design Review Successful Detailed Design Review Successful TRR for the FAT Compliant VCRI Compliant FAT(E) Schedule Compliant Master Record Index Check Successful Physical Configuration Audit Successful Functional Configuration Audit Successful FAT(E) event Compliant FAT(E) Report Defects and observations cleared to the satisfaction of the Purchaser Discretionary Inspection of Equipment by the Purchaser s QA Authority at the Supplier s facilities following FAT(E) Compliant HAT(E) Schedule Successful TRR for the HAT(E) Successful HAT(E) Compliant HAT(E) Report Successful TRR for the HAT(S) Compliant HAT(S) Schedule Successful HAT(S) Compliant HAT(S) Report Defects and observations cleared to the satisfaction of the Purchaser Compliant SAT(E) Schedule Successful TRR for SAT(E) Successful SAT(E) event Compliant SAT(E) Report Compliant SAT(S) Schedule Successful TRR for the SAT(S) Successful SAT(S) Compliant SAT(S) Report Defects and observations cleared to the satisfaction of the Purchaser ALL ACCEPTANCE EVENTS LISTED IN THIS APPENDIX C ARE REQUIRED UNLESS SPECIFICALLY STATED OTHERWISE IN PART 3 (ENGINEERING) AND PART 7 (COMMISSIONING, TEST & TRIALS) OF SCHDULE D1 (SOW). FINAL ACCEPTANCE Final Acceptance of the Equipment shall occur upon: (a) successful completion of the Acceptance Events described above; (b) Rectification of all Defects; (c) replacement of any Spares borrowed from the Purchaser; (d) delivery and favourable assessment of all Data Items associated with the Equipment; (e) completion of all Action Items; (f) delivery of all preservation, repair and maintenance records associated with the Equipment; and (g) documentary evidence that the obligations relating to Shelf Life and Lifed Items have been satisfied. Template ref: 01 Articles of Agreement Unclassified Page 13 of 24

14 Appendix D Summary of the Statement of Requirements Commercial Subcontract type: [*] Issued Property? [Y/N] Dependencies? [Y/N] TP Beneficiary? Y/N Performance Bond? [Y/N] PCG? [Y/N] Export Control License # [*] INCOTERMS [*] Engineering SRR? [Y/N] SDR? [Y/N] SSR? [Y/N] MRI Check? [Y/N] DDR? [Y/N] MRI Check [Y/N] PCA? [Y/N] FCA? [Y/N] CDR? [Y/N] PDR? [Y/N] TRR FAT? [Y/N] FAT? [Y/N] Operations Installation on Ship? [Y/N] Supervision of installation on Ship? [Y/N Installation Audit? [Y/N Support to Purchaser? [Y/N Training of Purchaser s staff [Y/N] Number of staff? [*] Duration of course? [*] Purchaser s Premises [Y/N] Location of training? [*] Commissioning, Test& Trials Training of Purchaser s staff? [Y/N] Number of staff? [*] Duration of course? [*] Setting To Work? [Y/N] Duration? [Y/N] Number of Supplier staff? [Y/N] Office space required? [Y/N] HAT? [Y/N] Duration? [*] Number of Supplier staff? [*] Office space required? [Y/N] SAT? [Y/N] Duration? [*] Number of Supplier staff? [*] Office space required? [Y/N] Location of Training? [*] Support to Commissioning? [*] Special storage requirements? [Y/N] ILS/Support Training (all durations are in Working Days) Ship Operator training? [Y/N] Duration? [*] # of candidates? [*] Ship Maintenance training? [*] Duration? [*] # of candidates? [*] Base Maintenance? [*] Duration? [*] # of candidates? [*] Instructor Training? [*] Duration? [*] # of instructors? [*] Location of training? [*] Training Aids and Devices? Y/N Equipment, Deliverable Software, On Loan Items, Spares etc Equipment? [Y/N] On Loan Items? [Y/N] SPT? [Y/N] Deliverable Software [Y/N] Commissioning Spares? [Y/N] HAT(E) Spares? [Y/N] SAT(E) Spares? [Y/N Shore Test Facilities? N COB Spares [Y/N] COB STTE, etc..? [Y/N] Base Spares? [Y/N] Base STTE, etc..? [Y/N] Template ref: 01 Articles of Agreement Unclassified Page 14 of 24

15 Appendix E Authorities and Representative of the Supplier 1. The Purchaser s Authorities are: Authority Name, title, contact details Responsibilities (a) Subcontract Authority [* Name] [* ] The Subcontract Authority is responsible for all matters pertaining to the management of the Subcontract. The Subcontract Authority must authorize any changes to the Subcontract in writing. The Supplier shall not perform Work in excess of, or outside the SOR, in response to verbal or written requests or instructions from any person other than the Subcontract Authority. (b) Technical Authority [* Name] [* ] The Technical Authority is responsible for all matters concerning the technical or engineering content of the Work. Technical matters may be discussed with the Technical Authority; however the Technical Authority has no authority to authorize changes to the scope of the Work. (c) ILS Authority [* Name] [* ] (d) QA Authority [* Name] [* ] The ILS Authority is responsible for all matters concerning the ILS content of the Work. ILS matters may be discussed with the ILS Authority; however the ILS Authority has no authority to authorize changes to the scope of the Work. The QA Authority is responsible for all matters concerning the quality assurance content of the Work. Quality Assurance matters may be discussed with the QA Authority; however the QA Authority has no authority to authorize changes to the scope of the Work. (e) Operations Authority [* Name] [* ] The Operations Authority is responsible for all matters concerning Operations content of the Work. Operations matters may be discussed with the Operations Authority; however the Operations Authority has no authority to authorize changes to the scope of the Work. (f) Commissioning Authority Name] [* The Commissioning Authority is responsible for all matters concerning Commissioning, Test and Trials content of the Work. Commissioning, Test and Trials matters may be discussed with the Commissioning Authority; however the Commissioning Authority has no authority to authorize changes to the scope of the Work. (g) Finance Authority [* Name] [* ] The Finance Authority is responsible for all matters concerning Finance. Finance matters may be discussed with the Finance Authority; however the Finance Authority has no authority to authorize changes to the scope of the Work. (h) Security Authority [* Name] [* ] The Security Authority is responsible for all matters concerning the security content of the Work. Security matters may be discussed with the Security Authority; however the Security Authority has no authority to authorize changes to the scope of the Work. Template ref: 01 Articles of Agreement Unclassified Page 15 of 24

16 (i) HSE Authority [* Name] [* ] (j) IRB Official [* Name] [* ] The HSE Authority is responsible for all matters concerning the HSE content of the Work. HSE matters may be discussed with the HSE Authority; however the HSE Authority has no authority to authorize changes to the scope of the Work. The IRB Official is responsible for all IRB matters. IRB matters may be discussed with the IRB Official; however the IRB Official has no authority to authorize changes to the scope of the Work. (k) Logistics Authority [* Name] [* ] The Logistics Authority is responsible for all matters concerning logistics. Logistics matters may be discussed with the Logistics Authority; however the Logistics Authority has no authority to authorize changes to the scope of the Work. (l) IT/IM Authority [* Name] [* ] The IM/IT Authority is responsible for all matters concerning IT/IM. IT/IM matters may be discussed with the IT/IM Authority; however the IT/IM Authority has no authority to authorize changes to the scope of the Work. In the Subcontract the VFI Coordinator is the IT/IM Authority. 2 The Representative of the Supplier is: Name and contact details Responsibilities [* Name] [* Facsimile] [* ] The Representative of the Supplier is responsible for all matters pertaining to the performance of the Subcontract and any changes to the Subcontract (see also Part 2 (Project Management) of the SOW. 3 Amendments to the names and contact details of the Purchaser s Authorities and/or the Representative of the Supplier is not an amendment within the meaning of Section F (Amendments and Pricing) of Schedule A (General Conditions) and may be made by either Party, at any time, by Notice in writing. Template ref: 01 Articles of Agreement Unclassified Page 16 of 24

17 Appendix F Supplier s Requirements A. Issued Property 1 At the written request of the Supplier, the Purchaser has provided the Issued Property listed below in support of the Work or to be incorporated into the Equipment: Description Serial # Ver # Date Value $CAD Location Special Instructions 1 [*] [*] [*] [*DDMMMYY] [*] [*] [*] 2 Where, from left to right: # means sequential number; Description means the description of the Issued Property; Serial # means the serial number (if any) of the Issued Property; Ver # means the version number (if any) of the Issued Property; Date means the calendar date the Issued Property was delivered to the Supplier; Value $ CAD means the monetary value of the Issued Property; Location means the geographical location where the Issued Property is being held by the Supplier; and Special Instructions means any special instructions relating to the Issued Property regarding use, constraints, care, storage, inspection, calibration, maintenance and security requested by the Supplier in writing. 3 In the event the Purchaser requires additional Issued Property to that listed above and such Issued Property does not form part of the Equipment, the Supplier shall prepare and deliver an Issued Property Request in accordance with Part 2 (Project Management) of Schedule D1 (SOW). 4 In the event additional Issued Property is issued to the Supplier pursuant to section 3, the Subcontract Authority may unilaterally amend the above list. Template ref: 01 Articles of Agreement Unclassified Page 17 of 24

18 B. On Site Requirements for Each Ship Number of Supplier Personnel Description of Activity Duration Number of personnel: # personnel on site Storage space Weight Kilos Workshop Space Utilities 1 Installation of the Equipment on board a Ship (if required) 2 Setting the Equipment to Work (if required) [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] 3 HAT(E) [*] [*] [*] [*] [*] [*] [*] 4 HAT(S) (if required) [*] [*] [*] [*] [*] [*] [*] 5 SAT(E) [*] [*] [*] [*] [*] [*] [*] 6 SAT(S) (if required) [*] [*] [*] [*] [*] [*] [*] 7 Demonstration at Sea [*] [*] [*] [*] [*] [*] [*] 8 Other tests and trials [*] [*] [*] [*] [*] [*] [*] Legend Column # Explanation 1 Sequence number. 2 Description of the activity 3 Duration in Working Days, measured from (1) arriving on site in response to a Call Off Instruction (includes time for Health, Safety and the Environment induction course for Supplier s employees, etc to (2) completing the test and trial 4 Number of Supplier personnel on site requiring office facilities ( personnel includes Supplier s employees, contract labour, Sub-subcontractors, consultants and/or agents). Assume 2 persons / 1 desk. External phone line. One (1) nonsecure filing cabinet. Access to photocopier and fax. Access to commercial internet. 5 Total number of Supplier personnel on site. 6 Number of cubic metres of dry, clean, non-climate controlled, secure temporary storage space required for Supplier s test and trial equipment while on site or on board a Ship (includes space required for Supplier s lower tier suppliers test and trial equipment) 7 Weight of test and trial equipment in kilos. 8 Number of cubic meters of workshop required. 9 Identify types of utilities required Template ref: 01 Articles of Agreement Unclassified Page 18 of 24

19 Appendix G Supplier s Background IP Rights 1 The Supplier declares the following IP Rights relating to the Equipment and Deliverable Software as of the EDS. The declaration must also include Background Information and Background IP Rights owned, controlled or licensed by the Supplier s lower tier suppliers (i.e. Sub-subcontractors). # Title / Descriptio n Serial # Artifact Type Originator of Artifact Format of Artifact IP Designation IP Rights Description of Rights Export Approval Further Info [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] 2 Where, from left to right: # (e.g. configuration identifier or SWBS number); Title / Description means the description of the document, software, license, etc..; Serial # means the serial number (if any); Artifact Type means drawing, report, Specification, manual, etc ; Originator of Artifact means Supplier, Sub-subcontractor, original equipment manufacturer, licensor, etc ; Format of Artifact means 2D CAD drawing, MS Word, 3D Model, etc ); IP Designation means Foreground Information, Background Information, mix of Foreground Information and Background Information, etc ; IP Rights means Full License Rights, Permitted Uses, etc ; Description of Rights means license requirements to use the Background IP, as applicable; Export Approval means each item in the IP Schedule shall specify export approval requirements, if applicable; and Further Information means any additional relevant information on IP. NOTE: A simple statement of any limitation without full explanation and details is not enforceable or acceptable. Template ref: 01 Articles of Agreement Unclassified Page 19 of 24

20 Appendix H Security Requirements [* insert industrial Security Requirements from the Prime Contract] Template ref: 01 Articles of Agreement Unclassified Page 20 of 24

21 Appendix I Documents Forming the Subcontract 1 The following documents form a part of the Subcontract. 2 If a document is invoked without limitation within one of the documents listed below, that referenced document is applicable in its entirety. 3 The Supplier shall not substitute or replace a referenced document with an issue date and/or revision date that is different to that invoked unless first approved, in writing, by the Purchaser s Subcontract Authority. 4 In the event of a conflict between a document listed below and an invoked document, the Supplier shall promptly Notify the Purchaser in accordance with Part 2 (Project Management) of Schedule D1 (SOW) requesting clarification of the potential conflict and direction if appropriate. Rev Document reference Articles of Agreement (including Annexes A to J inclusive) 1 [*] Schedule A: General Conditions 1 [*] Schedule B1: End User s Requirements, VCRI and Compliance Matrix 1 [*] Schedule B2: Purchaser s Requirements, VCRI and Compliance Matrix 1 [*] Schedule B3: General Technical Requirements, VCRI and Compliance Matrix 1 [*] Schedule B4: Interface Requirements, VCRI and Compliance Matrix 1 [*] Schedule B5: ILS Requirements and Compliance Matrix 1 [*] Schedule C: Supplier s Specifications and VCRI [*] [*] Schedule D1: Statement of Work NA [*] Part 1: Introduction 1 [*] Part 2: Project Management 1 [*] Part 3: Engineering 1 [*] Part 4: Integrated Logistics Support 1 [*] Part 5: Quality Assurance 1 [*] Part 6: Operations 1 [*] Part 7: Commissioning, Test & Trials 1 [*] Part 8: Finance 1 [*] Part 9: Security 1 [*] Part 10: HSE 1 [*] Part 11: Industrial and Regional Benefits 1 [*] Part 12: Logistics 1 [*] Part 13: IT/IM 1 [*] Schedule D2: SDRLs NA NA Template ref: 01 Articles of Agreement Unclassified Page 21 of 24

22 Part 1: Introduction 1 [*] Part 2: Project Management 1 [*] Part 3: Engineering 1 [*] Part 4: Integrated Logistics Support 1 [*] Part 5: Quality Assurance 1 [*] Part 6: Operations 1 [*] Part 7: Commissioning, Test & Trials 1 [*] Part 8: Finance 1 [*] Part 9: Security 1 [*] Part 10: HSE 1 [*] Part 11: Industrial and Regional Benefits 1 [*] Part 12: Logistics 1 [*] Part 13: IT /IM 1 [*] Schedule D3: DIDs NA NA Part 1: Introduction (None) 1 NA Part 2: Project Management NA NA [List DIDs] 1 [*] Part 3: Engineering NA NA [List DIDs] 1 [*] Part 4: Integrated Logistics Support NA NA [List DIDs] 1 [*] Part 5: Quality Assurance NA NA [List DIDs] 1 [*] Part 6: Operations NA NA [List DIDs] 1 [*] Part 7: Commissioning, Test & Trials NA NA [List DIDs] 1 [*] Part 8: Finance NA NA [List DIDs] 1 [*] Part 9: Security NA NA [List DIDs] 1 [*] Part 10: HSE NA NA [List DIDs] 1 [*] Part 11: Industrial and Regional Benefits NA NA Template ref: 01 Articles of Agreement Unclassified Page 22 of 24

23 [List DIDs] 1 [*] Part 12: Logistics NA NA [List DIDs] 1 [*] Part 13: IT/IM NA NA [List DIDs] 1 [*] Schedule E: Ship Equipment, On Loan Items, SPT, Deliverable Software and Spares 1 [*] Schedule F: Supplier s Level 1 Schedule [*] [*] Schedule G1: Financial Arrangements 1 [*] Schedule G2: Price Itemization, Charge Out Rates and Option Prices 1 [*] Covering Purchase Order [*] [*] Template ref: 01 Articles of Agreement Unclassified Page 23 of 24

24 Appendix J Change Orders 1 The Change Orders are listed below: # Description CO # Ver # Effective Date Value 1 [*] [*] [*] [*] [*] [*] Sections of the Subcontract Affected 2 Where, from left to right: # means sequential number; Description means the title of the Change Order; CO # means the Change Order number; Version # means the version number of the Change Order; Effective Date means the effective date of the Change Order, namely: the calendar date the Change Order was signed by authorised representatives of both Parties; Value mans the value of the Change Order in original currency; Financial Arrangements Update means the calendar date the Financial Arrangements set out in Schedule G1 of the Subcontract were updated in response to the Change Order if required; and Sections Affected means those sections of the Subcontract affected by the Change Order. 3 The Subcontract Authority may unilaterally amend the above list as and when the Parties agree Change Orders. Template ref: 01 Articles of Agreement Unclassified Page 24 of 24