4.23 Exhibit 13 FP LimitationJPLObligation.pdf

Dated: 04/17/2025 Exhibit No.: 13 Subcontract No.:

LIMITATIONS OF JPL's OBLIGATION PROVISIONS

1.0 The Firm Fixed Price of this Subcontract is the amount set forth in paragraph 1.0 of

ARTICLE 2, PAYMENT PROVISIONS, subject to the limitations set forth in this

Article.

2.0 Subject to paragraph 6.0 below, the amount set forth in Period No. 1 (*) of the following

Incremental Liability Schedule reflects the maximum limitation of JPL’s liability for all purposes, including incurred costs, termination costs (including amounts payable with respect to subcontracts and settlement costs) and allowance for profit or fee:

The information below in yellow is an example only.

INCREMENTAL LIABILITY SCHEDULE

Period

No.

Cumulative Maximum

Liability Starting Date Terminal Date

1 $A Date of Subcontract Execution April 1, 2017

2 $A+B Date of Subcontract Execution Nov. 1, 2017

3 $A+B+C Date of Subcontract Execution April 1, 2018

4 $A+B+C+D Date of Subcontract Execution Subcontract completion

“Terminal Date” is the date on which the subcontract will automatically terminate for convenience unless JPL modifies to a subsequent period pursuant to paragraph 3.0 of this

Article. “Starting Date” for each Period is the date of subcontract execution.

3.0 It is anticipated that JPL shall, prior to the terminal date, if any, of the Period specified in the first line of paragraph 2.0 above, issue a Unilateral Modification (UM) to revise the maximum limitation to the amount set forth in the next successive period. The determination as to whether to issue such a modification shall be at JPL's sole discretion.

In the event that JPL does not issue such a modification prior to the terminal date, this

Subcontract shall, unless the Subcontractor requests a terminal date extension in writing prior to the terminal date, be deemed terminated for convenience and the Subcontractor shall proceed as if the Subcontractor has received a Notice of Termination pursuant to the

GP Article entitled “Termination for Convenience." JPL shall, upon receipt of a written request from the Subcontractor for Terminal Date extension, immediately issue a unilateral

Dated: 04/17/2025 Exhibit No.: 13 modification extending the Terminal Date in accordance with Subcontractor's request. If the

Subcontractor or JPL have reason to believe that any other change in the Incremental

Liability Schedule would be in the best interest of the subcontract effort, the Subcontractor or JPL may notify the other party in writing to that effect, together with the requested change. If the Subcontractor and JPL agree with the requested change, the Incremental

Liability Schedule will be revised by Supplemental Agreement to the Subcontract.

4.0 In the event that JPL issues such a UM to increase the liability after the terminal date, the

Subcontract shall no longer be deemed terminated, and such UM shall have the same effect as if it had been issued prior to the terminal date; provided however, that if JPL's failure to issue the UM by the terminal date caused an increase of the cost of, or the time required for, performing this Subcontract, because the Subcontractor proceeded as if a Notice of

Termination had been issued, an equitable adjustment shall be made in (i) the Subcontract

Price, the time of performance, or both; and (ii) other affected terms of the Subcontract.

The Subcontractor must assert its right to such equitable adjustment within 30 days of receipt of the UM. However, if JPL decides that the facts justify it, JPL may receive and act upon a proposal submitted before final payment of the Subcontract. Subject to paragraph 6.0 below, in the event that this Subcontract is terminated pursuant to this

Article, or otherwise terminated by JPL pursuant to the GP Article entitled “Termination for

Convenience,” the cumulative liability amount set forth in the Incremental Liability

Schedule for the Period referenced in the first sentence of paragraph 2.0 of this Article, plus the liability limit(s) set forth in the UM (s) or Undefinitized Supplemental Agreement(s)

(USA) (if any) identified in paragraph 7.0 below, reflects JPL's maximum liability notwithstanding anything to the contrary in the GP Article entitled “Termination for

Convenience,” or the value of supplies and services delivered to and retained by JPL

5.0 The Subcontractor has used the Incremental Liability Schedule to plan its obligations, including progress payments, partial payments, milestone payments, as applicable obligations and also termination liability. It is a management prerogative of the

Subcontractor to determine if part of these elements are to be under funded or at risk

(relative to the Incremental Liability Schedule) for any period of time. This is a firm fixed price type Subcontract. The Subcontractor assumes all risk for any variance between planned and actual costs, including planned and actual termination liability. The

Subcontractor is strictly liable for all cost variances, including cost variances attributable to indirect rate changes and shall in no event be excused from the obligation to complete performance in accordance with the price, delivery schedule, and technical requirements of this Subcontract.

6.0 If the Subcontract is modified, the provisions of this Article shall not limit the

Subcontractor's obligation pursuant to GP Article entitled “Changes,” to diligently pursue

Dated: 04/17/2025 Exhibit No.: 13 the performance of the Subcontract as modified. In the event that a unilateral modification contains a liability limit for work performed under such modification, the Subcontractor's obligation to pursue performance of such modification and JPL’s liability for such modification, shall, until the UM(s) or USA is bilaterally settled, be limited by the amount of the liability limit included in the UM or USA. Until such a UM or USA is settled, the liability limit on the UM or USA does not increase the baseline liability in paragraph 2.0. In the event that this Subcontract is deemed terminated pursuant to paragraph 3.0 of this

Article or the GP Article entitled “Termination for Convenience,” prior to the settlement of an outstanding UM(s) or USA(s), JPL's maximum liability for all purposes, including incurred costs, termination costs (including amounts payable with respect to first-tier subcontracts and settlement costs and consideration for delivered supplies and services) and allowance for profit or fee, shall be no more than the sum of the cumulative liability amount set forth in the Incremental Liability Schedule for the Period referenced in the first sentence of paragraph 2.0 of this Article, plus the liability limit(s) set forth in the UM(s) or

USA(s).

7.0 Unilateral Modification or Undefinitized Supplemental Agreement Liability Limits.

7.1 Reserved.

8.0 In the event that this Subcontract contains a provision(s) providing for progress payments, milestone payments or partial payments such provision(s) shall be subject to the limitations set forth in this Article and the “subcontract amount” referred to in any such provision for progress payments is the Firm Fixed Price of this Subcontract set forth in paragraph 1.0 of

ARTICLE 2, PAYMENT PROVISIONS.

8.1 The provisions of the Article shall in no way limit JPL's rights under the GP Article entitled Default.

8.2 In the event that this Subcontract contains a provision providing for milestone or partial payments, payment may be delayed until the liability limit is increased under the provisions of this Article.”