AMENDMENT A001.pdf

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods:

(a) By completing items 8 and 15, and returning or (c) By separate letter or electronic communication which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by letter or electronic communication, provided each letter or electronic communication makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

E. IMPORTANT: Contractor is not is required to sign this document and return copies to the issuing office.

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE

2. AMENDMENT/MODIFICATION NUMBER 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQUISITION NUMBER 5. PROJECT NUMBER (If applicable)

7. ADMINISTERED BY (If other than Item 6) CODE

STANDARD FORM 30 (REV. 11/2016)

Prescribed by GSA FAR (48 CFR) 53.243

FACILITY CODE

9A. AMENDMENT OF SOLICITATION NUMBER

9B. DATED (SEE ITEM 11)

10A. MODIFICATION OF CONTRACT/ORDER NUMBER

10B. DATED (SEE ITEM 13)

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers is extended. is not extended.

12. ACCOUNTING AND APPROPRIATION DATA (If required) copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted;

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NUMBER AS DESCRIBED IN ITEM 14.

CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NUMBER

IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority)

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15C. DATE SIGNED

15A. NAME AND TITLE OF SIGNER (Type or print)

16C. DATE SIGNED

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

PAGE OF PAGES

6. ISSUED BY CODE

8. NAME AND ADDRESS OF CONTRACTOR (Number, street, county, State and ZIP Code) (X)

CODE

15B. CONTRACTOR/OFFEROR

(Signature of person authorized to sign)

16B. UNITED STATES OF AMERICA

(Signature of Contracting Officer)

Previous edition unusable

The above referenced solicitation is hereby amended to incorporate additional non-disclosure and conflict of interest provisions and clauses to the solicitation and incorporate a change to the Addendum to 52.212-1.

1. Additional non-disclosure and conflict of interest provisions and clauses are hereby incorporated ...See Continuation Page

1 15

1333ND23RNB130010A001 MAY 02, 2023 NB130000-23-00845

000SB

NATIONAL INST OF STDS AND TECHNOLOGY

100 BUREAU DRIVE STOP 1640

BUILDING 301 ROOM B129

GAITHERSBURG MD 20899-1640

See Block 6

1333ND23RNB130010

APR 22, 2023

See Schedule

Continuation Page

Continued from Block 14...

and made a part of this solicitation. Reference the attached pages for the full text of the provisions and clauses.

2. The solicitation section titled ADDENDUM TO 52.212-1, paragraph (b)(1) BUSINESS PROPOSAL, is hereby amended to incorporate the following submission:

(ix) Offerors shall submit the information regarding conflict of interest, required by the provision, with their proposals.

All other solicitation terms and conditions remain unchanged.

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SCHEDULE Continued

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

BASE PERIOD

0001 Work under this solicitation requires that the Contractor provide financial advisory and capital market services to the Creating Helpful Incentives to Produce Semiconductors for America (CHIPS) Program Office, in accordance with the statement of work.

1.00 LO

OPTION PERIOD I

0002 Work under this solicitation requires that the Contractor provide financial advisory and capital market services to the Creating Helpful Incentives to Produce Semiconductors for America (CHIPS) Program Office, in accordance with the statement of work.

1.00 LO

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Table of Contents

Addl Terms Non-Disclosure and Conflict of Interest

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CLAUSES

Addl Terms Non-Disclosure and Conflict of Interest

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For purposes of this provision, the terms identified herein have the following definitions:

“Applicants and Other Semiconductor Companies”: This term includes any person or entity that is considering applying, planning to apply, is applying, or has applied for financial assistance or has been issued a conditional commitment for financial assistance under 9902 of the CHIPS for America Act. It also includes any person or entity that is participating in an application or the development of an application for financial assistance under the CHIPS for America Act, which may include, without limitation, state or local governments considering, developing, offering, or providing incentives in connection with such an application; an institution of higher education or training entity considering, developing, offering, or providing workforce development, educational or research and development activities in connection with such an application; any person or entity considering, developing, offering, or providing financing, in any form, in connection with such an application; any person or entity considering, developing, offering, or providing materials, equipment, other supplies, or purchase commitments in connection with such an application. It also includes any company or entity engaged in the manufacturing or sale of semiconductors. It also includes any trade organization or lobbying group representing the interests of Applicants and Other Semiconductor Companies.

“CHIPS-Related Activities”: Include, but are not limited to research, analysis, policy or strategy development, advocacy, or lobbying related to the promotion, passage, or implementation of Section 9902 of the William M.

(Mac) Thornberry National Defense Authorization Act for Fiscal Year 2021, as amended by the CHIPS Act of

2022, or any other potential or existing domestic or foreign semiconductor incentive programs related to semiconductor manufacturing facilities and workforce strategy.

“Conflict of Interest”: Any past (going back to January 2021), current, or future activity or relationship that could render your firm or individuals performing work under the contract unable or potentially unable to render impartial assistance or advice to the Department free of the appearance or existence of bias. This includes any conflicts created by subcontractors, consultants, and any other individuals or entities performing work under this contract.

Offerors shall submit the following information regarding Conflicts of Interest:

1. Describe any past or ongoing CHIPS-related activities in which your firm and any individuals proposed to perform work under this contract were or are engaged, including any services your firm and any individuals proposed to perform work under this contract have performed or are performing for an

Applicant, Other Semiconductor Company, or any other client. Provide the name of the client (or indicate “self”), a description of the services provided, including the title and links to publicly available publications or materials, and the period of performance.

2. Describe any other past or ongoing services your firm and any individuals proposed to perform work under this contract have performed or are performing for an Applicant or Other Semiconductor

Company. Provide the name of the client (or indicate “self”), a description of the services provided, and the period of performance.

3. Describe any actual, potential, or apparent Conflict of Interest between any work to be performed under this contract and any past or ongoing work your firm and any individuals proposed to perform work under this contract have performed or are performing (including, but not limited to, any activities or services identified under paragraphs 1 and 2 above). Provide the name of the client (or indicate “self”), a description of the services provided, the period of performance, and the nature of the actual, potential, or apparent conflict of interest.

4. Describe your firm’s approach to mitigating specific actual, potential, or apparent Conflict of Interest between the work to be performed under this contract and any past or ongoing work.

5. Identify any lobbying registrations under the Lobbying Disclosure Act or registrations under the Foreign

Agents Registration Act related to the development or implementation of any potential or existing domestic or foreign semiconductor incentive program related to semiconductor manufacturing facilities and workforce strategy.

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6. Describe your firm’s policies and procedures for defining, identifying, and avoiding Conflicts of Interest between the work to be performed under this contract and any past, ongoing, and future work for the period of performance of the contract and two years thereafter.

7. If not included in your responses to questions one through six, please describe the nature of any previous or ongoing other semiconductor-related work performed for past and existing domestic and foreign clients since January 2021. Please also include the name of the client (or indicate “self”).

To the extent the Offeror believes its ability to disclose any of this information is limited by existing contractual obligations or internal policy, the Offeror is expected to provide as much detail as possible to enable the agency to conduct a thorough assessment of the Offeror’s past and ongoing activities.

Contractor Non-Disclosure and Conflict of Interest Clause:

(a) For purposes of this clause, the terms identified herein have the following definitions:

1. “Applicants and Other Semiconductor Companies”: This term includes any person or entity that is considering applying, planning to apply, is applying, or has applied for financial assistance or has been issued a conditional commitment for financial assistance under 9902 of the CHIPS for America

Act. It also includes any person or entity that is participating in an application or the development of an application for financial assistance under the CHIPS for America Act, which may include, without limitation, state or local governments considering, developing, offering, or providing incentives in connection with such an application; an institution of higher education or training entity considering, developing, offering, or providing workforce development, educational or research and development activities in connection with such an application; any person or entity considering, developing, offering, or providing financing, in any form, in connection with such an application; any person or entity considering, developing, offering, or providing materials, equipment, other supplies, or purchase commitments in connection with such an application. It also includes any company or entity engaged in the manufacturing or sale of semiconductors. It also includes any trade organization or lobbying group representing the interests of Applicants and Other Semiconductor

Companies.

2. “CHIPS-Related Activities”: Include, but are not limited to research, analysis, policy or strategy development, advocacy, or lobbying related to the promotion, passage, or implementation of Section

9902 of the William M. (Mac) Thornberry National Defense Authorization Act for Fiscal Year 2021, as amended by the CHIPS Act of 2022, or any other potential or existing domestic or foreign semiconductor incentive programs related to semiconductor manufacturing facilities and workforce strategy.

3. “Conflict of Interest”: Any past (going back to January 2021), current, or future activity or relationship that could render your firm or individuals performing work under the contract unable or potentially unable to render impartial assistance or advice to the Department free of the appearance or existence of bias. This includes any conflicts created by subcontractors, consultants, and any other individuals or entities performing work under this contract.

4. “Contractor” includes [insert contractor name and, if Joint Venture, names of constituent entities], subcontractors, consultants, and any other individuals or entities retained by the

Contractor, subcontractors, and consultants to perform work under this contract.

(b) The obligations imposed by this clause shall survive the expiration or termination of the Contract. The

Contractor shall include this clause in its subcontracts and consultant agreements under the Contract and shall require any person performing any portion of the services under the Contract to sign the

“Individual Non-Disclosure and Conflict of Interest Agreement” provided herewith and provide a signed

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copy to the Contracting Officer.

(c) Non-Disclosure:

1. The information provided to the Contractor during the performance of the Contract is made available to the Contractor solely for the purpose of providing services to the Department of Commerce (the

“Department”) under the Contract. That information may include trade secrets, proprietary information, and internal Department materials, communications, and deliberations that are subject to confidentiality protections by law or are otherwise not appropriate for public disclosure.

2. The following types of information are not subject to this clause. Information that at the time of disclosure by the Contractor:

a. is generally known by or available to the general public;

b. is legally known to the Contractor at the time of disclosure from a source other than the

Department, unless the Contractor knows or has reason to believe that the source obtained or furnished the information without legal authority;

c. has been furnished by the Department to the public; or

d. has been furnished to the Contractor by a third party who legally obtained said information and the right to disclose it, unless the Contractor knows or has reason to believe that the source obtained or furnished the information without legal authority.

3. The Contractor will not disclose information received during the performance of the Contract or prepared by the Contractor during the performance of the Contract based on information received from the Department to any third party without the prior written consent of an authorized

Department representative.

4. The Contractor understands that unauthorized disclosure of such information may result in termination of the contract for default and subject the Contractor to civil and/or criminal penalties.

5. The Contractor shall not use the information received during the performance of the Contract or prepared by the Contractor during the performance of the Contract based on information received from the Department for any private commercial purpose, or any purpose other than to perform the services identified in the Contract.

6. The Contractor shall not, without the prior written approval from an authorized Department representative, refer to the Contract or the Contractor’s work thereunder, in any advertising, publicity, or promotional materials.

7. The Contractor shall not use any Department logos without appropriate written consent from an authorized Department representative.

8. The Contractor agrees to follow any written instructions provided by the Department, its employees, and authorized representatives for the proper handling of any information received during the performance of the Contract.

9. The Contractor shall establish and/or maintain operating procedures, screening measures, and/or physical security measures to appropriately protect the information received during the performance of the Contract from any inadvertent release or disclosure to any unauthorized third parties. The

Contractor shall segregate all information it receives from the Department to prevent commingling.

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10. Internal dissemination by the Contractor of information received from the Department during the performance of the contract shall be limited to those persons who have been informed of the confidential nature of the information and need such information to perform the work under the

Contract.

11. The Contractor agrees to indemnify and hold the Department, its agents, and employees harmless from every claim or liability, including attorneys’ fees, court costs, and any expenses arising out of, or in any way related to, the Contractor’s disclosure or misuse of information received from the

Department or prepared by the Contractor during the performance of the Contract.

12. The Contractor agrees that it shall return to the Department all information received from or prepared by the Contractor during the performance of the Contract upon (a) demand by an authorized Department representative or (b) the completion or termination of the Contract, whichever occurs first.

13. In the event the Contractor receives any legal notice from any third party that attempts to require the

Contractor to release any information subject to this Contractor Non-Disclosure and Conflict of

Interest clause, the Contractor shall within three business days provide written notice to the

Contracting Officer, along with notice to any relevant third party of the notice received by the

Contractor.

14. In the event the Contractor is involved in any litigation related to any information subject to this

Contractor Non-Disclosure and Conflict of Interest Clause, the Contractor shall within five business days provide written notice to the Contracting Officer, along with any relevant third party, of such litigation.

15. The Contractor shall immediately provide written notification to the Contracting Officer upon discovery of any unauthorized use or disclosure of any information or any other breach of this

Contractor Non-Disclosure and Conflict of Interest Clause. The Contractor agrees to cooperate with the Department to assist the Department with regaining possession of any information, and to also prevent further unauthorized use or disclosure.

(d) Conflict of Interest:

1. The Contractor shall establish and/or maintain policies and procedures for defining, identifying, and avoiding Conflicts of Interest between the work the Contractor performs under this contract and any past, ongoing, and future work for other clients for the period of performance of the contract and two years thereafter.

2. The Contractor shall submit to the Contracting Officer for approval on a case-by-case basis a plan to mitigate a specific actual, potential, or apparent Conflict of Interest between the work to be performed under this contract and any past, ongoing, or future work for other clients.

3. For purposes of this clause, the Contractor understands that an actual, potential, or apparent Conflict of Interest may arise from employment, stock ownership, a creditor or debtor relationship, prospective employment, or any activities or relationships that could render the Contractor unable or potentially unable to render impartial assistance or advice to the Department free of the appearance or existence of bias.

4. The Contractor hereby affirms that, to the best of its knowledge and upon due diligence and inquiry, it (a) does not have any actual, potential, or apparent Conflict of Interest with respect to any service provided under the Contract; (b) is not currently providing services to or otherwise engaged with an

PAGE 9 OF 15 1333ND23RNB130010A001

Applicant or Other Semiconductor Company; (c) is not currently participating in CHIPS-Related

Activities; or (d) has already disclosed to the Contracting Officer any actual, potential, or apparent

Conflict of Interest with respect to any service provided under the Contract, any such engagements with an Applicant or Other Semiconductor Company, and any such participation in CHIPS-Related

Activities.

5. The Contractor agrees that, to avoid actual, potential, or apparent Conflicts of Interest, for the duration of this contract and two years thereafter, the Contractor shall not provide services to or otherwise engage with an Applicant or Other Semiconductor Companies or participate in CHIPS-

Related Activities unless the Contractor: (1) fully discloses and submits to the Contracting Officer a description of the proposed engagement, (2) proposes a plan to mitigate any actual, potential, or apparent conflict, and (3) obtains written authorization from the Contracting Officer. Failure to comply with this clause may result in termination of the contract for default.

6. The Contractor affirms that if it becomes aware of a previously undisclosed actual, potential, or apparent Conflict of Interest; engagement with an Applicant or Other Semiconductor Companies; or participation in CHIPS-Related Activities, the Contractor will immediately notify the Contracting

Officer. Penalties for failure to properly disclose an actual or apparent Conflict of Interest before or during performance of this Contract are identified in the Contract and, even if such penalties are not specifically identified, may include termination for default or other action so authorized by the authority responsible for the Contract.

To the extent the Contractor believes its ability to disclose any of this information is limited by existing contractual obligations or internal policy, the Contractor is expected to provide as much detail as possible to enable the agency to conduct a thorough assessment of the Contractor’s past and ongoing activities.

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Individual Non-Disclosure and Conflict of Interest Agreement:

(a) For purposes of this clause, the terms identified herein have the following definitions:

1. “Applicants and Other Semiconductor Companies”: This term includes any person or entity that is considering applying, planning to apply, is applying, or has applied for financial assistance or has been issued a conditional commitment for financial assistance under 9902 of the CHIPS for America

Act. It also includes any person or entity that is participating in an application or the development of an application for financial assistance under the CHIPS for America Act, which may include, without limitation, state or local governments considering, developing, offering, or providing incentives in connection with such an application; an institution of higher education or training entity considering, developing, offering, or providing workforce development, educational or research and development activities in connection with such an application; any person or entity considering, developing, offering, or providing financing, in any form, in connection with such an application; any person or entity considering, developing, offering, or providing materials, equipment, other supplies, or purchase commitments in connection with such an application. It also includes any company or entity engaged in the manufacturing or sale of semiconductors. It also includes any trade organization or lobbying group representing the interests of Applicants and Other Semiconductor

Companies.

2. “CHIPS-Related Activities”: Include, but are not limited to research, analysis, policy or strategy development, advocacy, or lobbying related to the promotion, passage, or implementation of Section

9902 of the William M. (Mac) Thornberry National Defense Authorization Act for Fiscal Year 2021, as amended by the CHIPS Act of 2022, or any other potential or existing domestic or foreign semiconductor incentive programs related to semiconductor manufacturing facilities and workforce strategy.

3. “Conflict of Interest”: Any past (going back to January 2021), current, or future activity or relationship that could render your firm or individuals performing work under the contract unable or potentially unable to render impartial assistance or advice to the Department free of the appearance or existence of bias. This includes any conflicts created by subcontractors, consultants, and any other individuals or entities performing work under this contract.

4. “Contractor” includes [insert contractor name and, if Joint Venture, names of constituent entities], subcontractors, consultants, and any other individuals or entities retained by the

Contractor, subcontractors, and consultants to perform work under this contract.

(b) The Department of Commerce (“the Department”) is acquiring [describe services] via Contract No.

[contract number], (“Contract”) with [contractor name] “Contractor.” I, an employee of Contractor, a subcontractor, consultant or other entity retained by the Contractor to perform work under the Contract, intending to be legally bound, hereby consent to the terms of this Agreement in consideration for being granted conditional access to certain information during the performance of the Contract. I understand and agree that the obligations imposed by this Agreement shall survive the expiration or termination of the

(c) I hereby acknowledge that I have received and reviewed the Non-Disclosure and Conflict of Interest

Clause included in the Contract between Contractor and the Department and I understand it.

(d) Non-Disclosure:

1. The information provided to the Contractor or me during the performance of the Contract is made available to the Contractor or me solely for the purpose of providing services to the Department of

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Commerce (the “Department”) under the Contract. That information may include trade secrets, proprietary information, and internal Department materials, communications, and deliberations that are subject to confidentiality protections by law or are otherwise not appropriate for public disclosure.

2. The following types of information are not subject to this clause. Information that at the time of disclosure by the Contractor or me:

a. is generally known by or available to the general public;

b. is legally known to the Contractor or me at the time of disclosure from a source other than the Department, unless the Contractor or I know or have reason to believe that the source obtained or furnished the information without legal authority;

c. has been furnished by the Department to the public; or

d. has been furnished to the Contractor or me by a third party who legally obtained said information and the right to disclose it, unless the Contractor knows or has reason to believe that the source obtained or furnished the information without legal authority.

3. I will not disclose information received during the performance of the Contract or prepared by the

Contractor or me during the performance of the Contract based on information received from the

Department to any third party without the prior written consent of an authorized Department representative.

4. I understand that unauthorized disclosure of such information may result in termination of the contract for default and subject the Contractor to civil and/or criminal penalties.

5. I shall not use the information received during the performance of the Contract or prepared by the

Contractor or me during the performance of the Contract based on information received from the

Department for any private commercial purpose, or any purpose other than to perform the services identified in the Contract.

6. I shall not, without the prior written approval from an authorized Department representative, refer to the Contract, the Contractor’s work, or my work thereunder, in any advertising, publicity, or promotional materials.

7. I shall not use any Department logos without appropriate written consent from an authorized

Department representative.

8. I agree to follow any written instructions provided by the Department, its employees, and authorized representatives for the proper handling of any information received during the performance of the

9. The Contractor shall establish and/or maintain operating procedures, screening measures, and/or physical security measures to appropriately protect the information received during the performance of the Contract from any inadvertent release or disclosure to any unauthorized third parties. I agree to abide by the procedures and measures established by the Contractor and, in addition, shall segregate all information I receive from the Department to prevent commingling.

10. Internal dissemination by the Contractor or me of information received from the Department during the performance of the contract shall be limited to those persons who have been informed of the confidential nature of the information and need such information to perform the work under the

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11. I agree that I shall return to the Department all information received from or prepared by the

Contractor or me during the performance of the Contract upon (a) demand by an authorized

Department representative or (b) the completion or termination of the Contract, whichever occurs first.

12. In the event the I receive any legal notice from any third party that attempts to require the Contractor or me to release any information subject to this Contractor Non-Disclosure and Conflict of Interest clause, I shall within three business days provide written notice to the Contracting Officer, along with notice to any relevant third party of the notice received by the Contractor.

13. In the event I am involved in any litigation related to any information subject to this Contractor Non-

Disclosure and Conflict of Interest Clause, I shall within five business days provide written notice to the Contracting Officer, along with any relevant third party, of such litigation.

14. I shall immediately provide written notification to the Contracting Officer upon discovery of any unauthorized use or disclosure of any information or any other breach of this Contractor Non-

Disclosure and Conflict of Interest Clause. I agree to cooperate with the Department to assist the

Department with regaining possession of any information, and to also prevent further unauthorized use or disclosure.

(e) Conflict of Interest:

1. I have disclosed to the Department any lobbying registrations under the Lobbying Disclosure Act or registrations under the Foreign Agents Registration Act related to the development or implementation of any potential or existing domestic or foreign semiconductor incentive program related to semiconductor manufacturing facilities and workforce strategy.

2. I hereby affirm that I am and will remain for the duration of the Contract in full compliance with

Contractor’s policies and procedures for defining, identifying, and avoiding Conflicts of Interest.

3. For purposes of this agreement, I understand that an actual, potential, or apparent Conflict of Interest may arise from employment, stock ownership, a creditor or debtor relationship, prospective employment, or any activities or relationships that could render me unable or potentially unable to render impartial assistance or advice to the Department free of the appearance or existence of bias.

4. I hereby affirm that, to the best of my knowledge and upon due diligence and inquiry, I (a) do not have any actual, potential, or apparent Conflict of Interest with respect to any service provided under the Contract; (b) am not currently providing services to or otherwise engaged with an Applicant or

Other Semiconductor Company; (c) am not currently participating in CHIPS-Related Activities; or

(d) have already disclosed to the Contractor any actual, potential, or apparent Conflict of Interest with respect to any service provided under the Contract, any such engagements with an Applicant or

Other Semiconductor Company, and any such participation in CHIPS-Related Activities.

5. I agree that, to avoid potential, actual, or apparent program Conflicts of Interest, for the duration of the Contract and two years thereafter, I shall not provide services to or otherwise engage with, whether on behalf of myself, Contractor, or any other entity, an Applicant or Other Semiconductor

Company or participate in CHIPS-Related Activities unless the Contractor on my behalf: (1) fully discloses and submits to the Contracting Officer a description of the proposed engagement, (2) proposes a plan to mitigate any actual, potential, or apparent conflict; and (3) obtains written authorization from the Contracting Officer.

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6. I further affirm that if I become aware of an actual, potential, or apparent Conflict of Interest;

engagement with an Applicant or Other Semiconductor Companies; or participation in CHIPS-

Related Activities, I will immediately notify the Contractor.

(f) Additional Terms:

1. I represent and affirm that I have the authority to enter into this Agreement.

2. I understand the acknowledgement and signature provided does not bar disclosures to Congress or to an authorized official of an executive agency or the Department of Justice that are essential to reporting a substantial violation of law.

3. My execution of this agreement does not nullify or affect in any manner any other similar Agreement which I have executed, or may execute with the United States Federal Government or any of its departments or agencies.

4. I acknowledge that monetary damages may not be a sufficient remedy for damages resulting from my violation of this Agreement, and that the Department shall be entitled, without waiving any other rights or remedies, to seek such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.

5. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties.

6. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of the Department, but only by an instrument in writing signed by an authorized official of the Department. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of this Agreement shall not constitute waiver of such provision or any other provisions of this Agreement.

7. This Agreement shall be construed and governed by the laws of the United States.

8. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. Should any obligations of this Agreement be found illegal or unenforceable as being too broad with respect to the duration, scope or subject matter thereof, such obligations shall be deemed and construed to be reduced to the maximum duration, scope or subject matter allowable by law.

I affirm that I have carefully read and understand the statements above. To the extent I believe my ability to disclose any of this information is limited by existing obligations, I understand I am expected to provide as much detail as possible to enable the agency to conduct a thorough assessment of my past and ongoing activities. I make this Agreement in good faith, without mental reservation or purpose of evasion.

Name: ______________________________ Organization:_________________________

Title: _______________________________ Email: ______________________________

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Signature: ____________________________ Date: ______________________________

Contract No.: _________________________

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