Appendix A-71COM-17-SEP-2026.PDF

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This is Appendix A containing Argonne National Laboratory's standard terms and conditions for commercial goods and services contracts, effective September 17, 2026.

The document establishes binding contractual terms governing contractor performance, payment, intellectual property rights, cybersecurity requirements, and compliance obligations. Key commercial provisions include: payment methods (check, ACH, credit card, or wire transfer for foreign vendors); transportation document submission requirements; inspection and acceptance standards with a two-year warranty period for supplies and services; and risk of loss remaining with the contractor until Laboratory acceptance. The contract incorporates 41 FAR and DEAR clauses by reference, including requirements for small business utilization, service contract labor standards (for contracts exceeding $2,500), equal employment opportunity reporting, whistleblower protections, and privacy act compliance. Contractors must comply with cybersecurity standards aligned with SOC2, PCI-DSS, HITRUST, ISO, and NIST frameworks; notify the Laboratory of data breaches within 10 business days; and may not use Laboratory data to train artificial intelligence models. Assignment and subcontracting require written Laboratory approval, with the Laboratory reserving rights to reject unqualified subcontractors. Site access requires REAL ID-compliant identification and may require advance approval for non-U.S. national personnel. Termination rights include termination for cause due to contractor default and termination for the Laboratory's convenience with payment limited to work performed and reasonable termination costs. The contract is governed by Illinois law, with disputes adjudicated in DuPage County.

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ANL-71COM (September 17, 2026)

APPENDIX A

Argonne Terms and Conditions For Commercial Goods and Services

The clauses below that reference Federal Acquisition Regulations (FAR) and Department of Energy Acquisition Regulations (DEAR) citations are based on such clauses with modifications to identify appropriate parties and are not quoted verbatim from such regulations. The clause dates provided are for the most recent versions of the clause current as of the contract issuance date. Full text of the FAR/DEAR clauses, including those that may be marked as “DEVIATION”, are available at:

https://www.acquisition.gov and FAR Overhaul - Part 52 | Acquisition.GOV. To the extent a FAR/DEAR clause is inapplicable, it is deemed null, void, and deleted for the purposes of this purchase. Contractor is required to further flow down these contracts to subcontracts of all tiered as applicable.

Definitions: As used herein, “Argonne National Laboratory,” “Argonne,” “ANL” and “Laboratory” are used interchangeably to mean Argonne National Laboratory, operated by UChicago Argonne, LLC, acting under Prime Contract No. DE-A02-06CH11357 between UChicago Argonne, LLC and the Government for the operation of Argonne National Laboratory. “Government” means the United States of America and includes the United States Department of Energy (“DOE”) or any duly authorized representative thereof. “Laboratory Procurement Official” means the person identified in the body of the agreement as the authorized contact for the Contractor. All references to “Contracting Officer” should be directed to the “Laboratory Procurement Official” for further guidance. Thresholds are as follows: Micro-Purchase Threshold is currently $15,000; and Simplified Acquisition Threshold (SAT) is currently $350,000.

Contents

1. ASSIGNMENT AND SUBCONTRACTING (MAR 2026)

2. AUDITS AND RIGHTS (SEP 2026)

3. CHANGES (NOV 2025)

4. CONDUCT OF EMPLOYEES (NOV 2025)

5. CONSIDERATION, ALLOWABLE COSTS AND PAYMENTS (MAR 2026

6. CYBERSECURITY AND IT ACQUISITIONS (AUG 2025)

7. DISPUTES (OCT 2025)

8. ENVIRONMENTAL PROTECTION (MAY 2001)

9. EXCUSABLE DELAYSI (OCT 2025)

10. INSPECTION, ACCEPTANCE AND TITLE (OCT 2025)

11. INTEGRATION (OCT 2025)

12. LABORATORY SITE ACCESS, SAFETY AND HEALTH (SEP 2026)

13. LIMITATION OF LIABILITY (OCT 2025)

14. NON-WAIVER OF DEFAULTS (OCT 1999)

15. ORDER OF PRECEDENCE/INCONSISTENCY IN TRANSLATION OF AGREEMENT (MAR 2026)

16. PACKAGING (NOV 2025)

17. PUBLIC RELEASE OF INFORMATION/PHOTO RELEASE (MAR 2026)

18. STATE AND LOCAL TAXES (APR 1984)

19. SURVIVAL (APR 2023)

20. SUSPECT COUNTERFEIT PARTS (OCT 2025)

21. TERMINATION FOR CAUSE (OCT 2018)

22. TERMINATION FOR THE LABORATORY’S CONVENIENCE (OCT 2018)

23-63 INCORPORATED BY REFERENCE .................................................................................................................................................................................................. 5-6 https://www.acquisition.gov/ https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52

ANL-71COM (9/17/2026)

1. ASSIGNMENT AND SUBCONTRACTING (MAR 2026)

a. Neither this contract nor any interest therein nor claim there under shall be assigned or transferred by the Contractor except as expressly authorized in writing by the Laboratory; provided, that the Contractor or its assignee's rights to be paid amounts due as a result of performance of this contract may be assigned to a bank, trust company or other financing institution, including any Federal lending institution. The Laboratory may assign this contract to a successor operator of the Laboratory.

b. At the Laboratory’s request, the Contractor shall submit a written list of the names of all subcontractors who will perform any part of the work to the Laboratory within ten (10) days after the effective date of this agreement or in any event prior to engaging subcontractors. The Laboratory reserves the right to reject any subcontractor or supplier who is unable to demonstrate that it is qualified and experienced to perform the proposed portion of the work. The Laboratory shall not be required to deal directly with subcontractors.

2. AUDITS AND RIGHTS (SEP 2026)

No rights, title or interests in or to any of Laboratory’s intellectual, intangible or tangible property are assigned, transferred or granted, except the limited, temporary, revocable non-exclusive right to access or use to the extent necessary for you to fulfill your responsibilities, duties and liabilities owed to Laboratory.

Laboratory will not be subject to audit or disclosure except to the extent required by U.S. law or authorized by DOE under the Prime Contract. DOE may access anything supplied to Argonne to the extent provided by federal laws, regulations or the Prime Contract.

3. CHANGES (NOV 2025)

If Contractor considers that any direction or instruction by Laboratory personnel constitutes a change, Contractor shall not rely upon such instruction or direction without written confirmation from the Laboratory Procurement Official. Nothing in this clause, including any disagreement with the Laboratory about the equitable adjustment, shall excuse the Contractor from proceeding with the Agreement as changed.

4. CONDUCT OF EMPLOYEES (NOV 2025)

The Contractor acknowledges the Laboratory’s Code of Business Ethics and Conduct and shall be responsible for maintaining satisfactory standards of employee competency, conduct, and integrity. The Contractor shall be responsible for taking such disciplinary action with respect to its employees as may be necessary. The Contractor shall immediately remove or cause to be removed from the work, any employee of the Contractor or subcontractors of any tier who, in the sole discretion of the Laboratory, fails to meet the expectations found in the Laboratory’s Code of Business Ethics and Conduct, or Contractor's substantially similar code of conduct with respect to technical performance or personal conduct. The Laboratory’s Code of Business Ethics and Conduct may be found at https://www.anl.gov/argonne-code-of-business-ethics-and-conduct.

5. CONSIDERATION, ALLOWABLE COSTS AND PAYMENTS (MAR 2026)

In full and complete monetary consideration for the performance of work under this Contract, the Laboratory shall pay the Contractor for the following items of allowable costs:

a) In connection with any discount offered for early payment, time shall be computed from the date the invoice is received at the Laboratory. For computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the date on which an electronic funds transfer was made.

b) Submission of Transportation Documents. Upon the Laboratory’s request, the Contractor shall submit to ap@anl.gov, transportation documents on which the United States will assume freight charges that were paid by the Contractor and added to the invoice for Contractor supplied goods and/or services, or by a first-tier subcontractor and added to the invoice for Contractor supplied goods and/or services. Freight charges must reflect actual costs incurred.

c) All payments by the Laboratory shall be made for items accepted by the Laboratory that have been delivered to the delivery destinations set forth in this Contract. Also, upon the Laboratory’s acceptance of services, payment will be issued following invoice receipt. Upon the submission and approval of proper invoices or vouchers, the Laboratory shall make payment.

d) Argonne provides the following forms of payment through designated setup methods:

Form of Payment Setup Required Check No Action

ACH Paymode Setup

Credit Card Paymode Setup

Wire* ANL-1094

For Domestic (USA) Vendors: As appropriate, Argonne may request Paymode to contact the Supplier for account setup and onboarding. If the Supplier is not contacted or Paymode is not utilized, the payment will be issued by check. For those contacted by Paymode, Suppliers may receive initial payments via check until the account is properly setup.

For Foreign (outside USA) Vendors: All payments will be made via wire requiring completion of ANL-1094 form found at link: ANL-1094_EFT_02162024.pdf to be completed by Supplier and issued via email at paymentforms@anl.gov.

6. CYBERSECURITY and IT ACQUISITIONS (AUG 2025)

Prior to use under this contract, all information technology, including both hardware and software, shall be compliant with appropriate information technology security policies and requirements, including, for example, use of common security frameworks such as Service Organization Control (SOC2), Payment Card Industry Data Security Standard (PCI-DSS), Health Information Trust Alliance (HITRUST) or those from the International Organization for Standardization (ISO) and National Institute of Standards and Technology (NIST) and use of configurations available from the National Institute of Standards and Technology’s website at http://checklists.nist.gov commensurate with the mission of the contract and conducive to the research and development efforts of the Contractor. This requirement shall be included in all subcontracts, as appropriate, which are for information technology acquisitions.

Contractor agrees that it will adopt and implement its own commercially reasonable policies, procedures and systems to provide security as to the Laboratory data or information to be received, stored, transmitted or accessed under this Agreement (“Data”) in a secure manner to prevent loss, theft or unauthorized access to the Data (“Data Breach”). Upon becoming aware of a Data Breach, Contractor shall: (1) notify the Laboratory as promptly as reasonably practicable (and, in any event, within 10 business days); (2) provide timely information relating to the Data Breach as it becomes known or as is reasonably requested by the Laboratory; (3) promptly take reasonable steps to contain and investigate any Data Breach; and (4) work with the Laboratory to agree who will issue notification of the Data Breach to relevant third parties if the Data Breach is relevant to both the Contractor and the Laboratory. Contractor shall, to the extent permitted by law, indemnify and hold the Laboratory the University of Chicago, and the United States Government, and their directors, officers, trustees, agents, servants, and employees harmless with respect to any and all losses, costs, damages and/or expenses incurred in connection with any such Data Breach or unauthorized disclosure or loss, including, without limitation, https://www.anl.gov/argonne-code-of-business-ethics-and-conduct https://www.anl.gov/argonne-code-of-business-ethics-and-conduct https://anl.box.com/s/nsvbxnofbbwr7dc6qmcneqggnfe4gr3n mailto:paymentforms@anl.gov http://checklists.nist.gov/ costs of notice provided by the Laboratory to affected persons.

Except as otherwise provided in this agreement, Data provided to the Contractor by the Laboratory shall not be used to train Artificial Intelligence (AI) models, nor may AI tools be used without implementing reasonable information security standards to undertake, mount, load, or integrate the Data on Contractors’ servers or equipment. Contractor shall remain responsible for any work product resulting from use of AI.

7. DISPUTES (OCT 2025)

The Contract Disputes Act is inapplicable and any dispute between the parties that cannot be resolved by good faith negotiations shall be adjudicated in the State of Illinois, County of DuPage. Any provision requiring Laboratory to provide indemnification in Contractor’s terms and conditions is deemed null, void, and stricken. Any action brought by the contractor for breach of contract, request for equitable adjustment, or any other claim arising under the contract must be identified in writing to the Laboratory Procurement Official. Such written notification must be received by the Laboratory Procurement Official within two (2) years (unless an earlier period is stated elsewhere in the contract) after the completion of work under the contract or after the cause of action has arisen, whichever occurs first, otherwise the contractor shall be barred from pursuing such action.

8. ENVIRONMENTAL PROTECTION (MAY 2001)

In performing this contract, the contractor shall comply with the requirements set forth in all applicable Federal and non-Federal environmental protection laws, codes, ordinances, Executive Orders, regulations and directives.

9. EXCUSABLE DELAYS (OCT 2025)

Time is of the essence for Contractor’s performance. If in the opinion of the Laboratory the Contractor fails to maintain progress in accordance with the established performance schedule, the Contractor shall take, at no additional cost to the Laboratory, steps as may be necessary or required by the Laboratory to improve progress, including, but not limited to, prompt procurement and expediting of delivery of supplies and materials, the use of additional personnel, an increase in the number of shifts, scheduling of overtime and additional facilities. Failure to take corrective action as necessary or required by the Laboratory under this paragraph in order to maintain progress with established schedules shall constitute endangering performance of this contract under the “Default” clause of this appendix.

The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The contractor shall notify the Laboratory Procurement Official in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Laboratory of the cessation of such occurrence.

10. INSPECTION, ACCEPTANCE AND TITLE (OCT 2025)

The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Laboratory reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Laboratory may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Laboratory may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Laboratory must exercise its post-acceptance rights-

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item unless the change is due to a defect in the item.

Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor and shall pass to the Laboratory upon acceptance of the supplies by the Laboratory (INCOTERMS 2010 - DAP for Foreign and FOB Destination for Domestic).

Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Laboratory takes physical possession.

11. INTEGRATION (OCT 2025)

This contract represents the full understanding of the parties and is the entire agreement between the parties. All negotiations between the parties have been merged into the contract, and there are no understandings or agreements other than those incorporated into this contract. If any provision of this contract is determined to be in any respect invalid, such determination shall not nullify any other terms of this contract.

12. LABORATORY SITE ACCESS, SAFETY AND HEALTH (SEP 2026)

In addition to any and all other environmental, health, and safety requirements contained in this contract, if the contractor is performing work at a Laboratory site, as a precondition to performing such work contractor must complete all Laboratory Site Access documents and requirements. Contractors shall take all reasonable precautions in activities carried out under this contract to protect the safety and health of others and to protect the environment. Contractors must comply with all applicable safety, health, access to information, security and environmental regulations and the requirements of the Government and Laboratory, including the specific requirements of the Laboratory. In the event that the contractor fails to comply with said regulations and requirements, Laboratory may, without prejudice to any other legal or contractual rights, issue an order stopping all or any part of contractor’s activities at the Laboratory site.

Contractor is responsible for calling the Laboratory’s Emergency Info Line at (630) 252-INFO (4636) or checking the Laboratory’s emergency website at www.anl.gov/emergency prior to arrival at the work site to confirm Laboratory's operational status, including during inclement weather forecasts. Contractor should coordinate with its Laboratory technical representative/project specialist to determine whether it is appropriate to report to the work site in the event of abnormal conditions. The Laboratory’s contractor for emergency operations will contact the Contractor’s personnel via email and phone number (collected through the Laboratory’s gate pass system) in order to provide emergency notifications, if warranted by conditions on site.

A REAL ID will be required to gain access to the Laboratory for individuals 18 years of age or older. The Laboratory’s site entry requirements and a link to information on REAL ID are available at https://www.anl.gov/site-entry-requirements. Failure to provide valid site access credentials or valid, REAL ID-compliant photo identification will result in denial of access to the site.

Any Contractor personnel who are not U.S. citizens may require prior approval before being granted access to Argonne National Laboratory sites, systems, information or activities. Approval timelines can vary significantly based on the individual’s citizenship, length and nature of the visit or assignment, and whether the work involves sensitive areas, subjects, or countries identified by the U.S. government as sensitive or State Sponsors of Terrorism. In some cases, access or participation may be delayed, restricted, or denied altogether. The Contractor is responsible for identifying any non-U.S. national personnel in advance and providing sufficient lead time and required information to support review and approval. This requirement must also be flowed down to all lower-tier subcontractors.

If the Contractor is performing work at Argonne, as a precondition to performing such work the Contractor must complete all Argonne’s Site Access documents and requirements. The Contractor shall take all reasonable precautions in activities carried out under this Agreement to protect the safety and health of others and to protect the environment. The Contractor must comply with all applicable safety, health, access to information, security and environmental regulations and the requirements of DOE and Argonne, including the specific requirements of Argonne. In the event that the Contractor fails to comply with said regulations and http://www.anl.gov/emergency https://www.anl.gov/site-entry-requirements requirements, Argonne may, without prejudice to any other legal or contractual rights, issue an order stopping all or any part of Contractor’s activities at Argonne. The Laboratory is not responsible for or liable for, and contractor shall not attempt to invoice for any delays or costs resulting from or arising out of site entry denial due to contractor’s failure to comply with this clause.

13. LIMITATION OF LIABILITY (OCT 2025)

Except as otherwise provided by an express warranty, the Contractor will not be liable to the Laboratory for punitive, special or consequential damages resulting from any defect or deficiencies in accepted items.

14. NON-WAIVER OF DEFAULTS (OCT 1999)

Any failure by the Laboratory at any time, or from time to time, to enforce or require the strict keeping and performance of any of the terms or conditions of this contract shall not constitute a waiver of such terms or conditions and shall not affect or impair such terms or conditions in any way, nor the right of the Laboratory at any time to avail itself of such remedies as it may have for any breach or breaches of such terms or conditions.

15. ORDER OF PRECEDENCE/INCONSISTENCY IN TRANSLATION OF AGREEMENTS (MAR 2026)

Any discrepancy, inconsistency, or conflict in the Article entitled “Applicable Documentation” which can be reasonably ascertained by the Contractor shall be immediately submitted to the Laboratory for its written decision. Any work undertaken by the contractor without such decision shall be at the Contractor's own risk. In the event of inconsistency between any terms of this agreement and any translation into another language, the English language meaning shall control.

Any inconsistency in the contract shall be resolved by giving precedence in the following order:

1. Purchase Order document

2. These Terms and Conditions including FAR and DEAR clauses incorporated by reference

3. Other documents, exhibits, attachments enclosures listed in the contract as incorporated documents

4. Technical documents such as Specifications, Statement of Work, Drawing, Sketches

16. PACKAGING (NOV 2025)

The Contractor is responsible for all packaging and shipping provisions to ensure that the equipment arrives to the designated acceptance location in an undamaged condition and shall be liable for any damages incurred by the Laboratory as a result of improper packaging.

17. PUBLIC RELEASE OF INFORMATION/PHOTO RELEASE (MAR 2026)

Argonne National Laboratory (Laboratory) does not endorse products or services. Accordingly, the Supplier agrees not to use the Argonne National Laboratory or UChicago Argonne, LLC names on any of its projects or programs, or identifying characteristics of any of these for advertising, marketing, or other promotional purposes, raising of capital, recommending investments, sale of securities, or in any way that implies endorsement by Argonne National Laboratory, UChicago Argonne, LLC, or the United States Department of Energy (DOE). Any media releases concerning this contract are prohibited without written consent by the Laboratory Procurement Official.

Contractor acknowledges, on its behalf and those of its personnel, including subcontractors, if any, (“Releasors”) that recording and/or filming may take place at the site of the work, including but not limited to any related presentation, meeting or event. In connection with Releasors’ presence at site, or in a related presentation, meeting or event, Releasors voluntarily consent and hereby grant to Laboratory and the DOE the irrevocable, royalty-free rights to use, to permit the use of, to project, to distribute, to publish, to reproduce, and to use in advertisement their recorded voices, as well as their photographs, likenesses, video and/or other audio or visual recordings, and/or of property owned or operated by Releasors. The foregoing grant shall expressly include the unrestricted right to use the foregoing worldwide in any and all media now known or hereinafter devised without additional compensation, credit or other consideration

18. STATE AND LOCAL TAXES (APR 1984)

Notwithstanding the terms of the Federal, State, and Local Taxes clause, the contract price excludes all State and local taxes levied on or measured by the contract or sales price of the services or completed supplies furnished under this contract. The Contractor shall state separately on its invoice’s taxes excluded from the contract price, and the Laboratory agrees either to pay the amount of the taxes to the Contractor or provide evidence necessary to sustain an exemption.

19. SURVIVAL (APR 2023)

The indemnity obligations in this contract, together with any other obligations which by their nature or essential purpose should survive termination or expiration of the contract shall survive termination or expiration of the contract.

20. SUSPECT COUNTERFEIT PARTS (OCT 2025)

Notwithstanding any other provisions of this contract, the Contractor warrants that all items provided to the Laboratory shall be genuine, new and unused unless otherwise specified in writing by the Laboratory. Contractor further warrants that all items used by the contractor during the performance of work at any Argonne National Laboratory facilities include all genuine, original, and new components, or are otherwise suitable for the intended purpose. The Contractor’s warranty also extends to labels and/or trademarks or logos affixed, or designed to be affixed, to items supplied or delivered to the Laboratory. Furthermore, the contractor shall indemnify the Laboratory, the US Department of Energy (DOE), and the University of Chicago, and their directors, officers, employees and agents, and third parties for any financial loss, injury (including death), or property damage resulting directly or indirectly from material, components, or parts that are not genuine, original, and unused, or not otherwise suitable for the intended purpose. This includes, but is not limited to, materials that are defective, suspect, or counterfeit; materials that have been provided under false pretenses; and materials or items that are materially altered, damaged, deteriorated, degraded, or result in product failure.

In addition to the requirements above, the Contractor must:

1. Purchase directly from product manufacturers or authorized manufacturer distributors whenever possible.

2. Use counterfeit prevention and/or quality assurance procedures, which include an S/CI detection program.

3. Immediately notify the Laboratory if Contractor suspects or becomes aware of used or counterfeit goods having been furnished during the performance of work on this contract.

4. Report suspected fraud, waste, or abuse by a DOE employee, Contractor, or grant recipient involving DOE programs to the Office of Inspector General by phone (800) 541- 1625, or by email ighotline@hq.doe.gov. Additional information is available at http://energy.gov/ig/office-inspector-general.

Types of material, parts, and components known to have been misrepresented include (but are not limited to) fasteners; hoisting, rigging, and lifting equipment;

personal protective equipment (PPE); cranes; hoists; valves; pipe and fittings; electrical equipment and devices; plate, bar, shapes, channel members, and other heat treated materials and structural items; welding rod and electrodes; electronic components, chemicals, lubricants, and adhesives; power distribution equipment, construction equipment, bearings, fire control equipment; calibrated instrumentation and measuring tools; telecommunications and networking devices, and computer memory modules. In addition, because falsification of information or documentation may constitute criminal conduct, the Laboratory may reject and retain such information or items, at no cost or issuance of a refund to the Laboratory if paid, and identify, segregate, and report such information or activities to cognizant DOE officials. See Suspect/Counterfeit Bolt Headmark list on last page.

21. TERMINATION FOR CAUSE (OCT 2018)

The Laboratory may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Laboratory, upon request, with adequate assurance of future performance. In the event of termination for cause, mailto:ighotline@hq.doe.gov http://energy.gov/ig/office-inspector-general the Laboratory shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Laboratory for any and all rights and remedies provided by law. If it is determined that the Laboratory improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

22. TERMINATION FOR THE LABORATORY’S CONVENIENCE (OCT 2018)

The Laboratory reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Laboratory using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Laboratory any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

23-63 – CLAUSES INCORPORATED BY REFERENCE

23. DEAR 952.203-70 – WHISTLEBLOWER PROTECTION FOR CONTRACTOR EMPLOYEES (DEC 2000) Applies to work on DOE-owned or leased sites.

24. DEAR 970.5204-2 – LAWS, REGULATIONS, AND DOE DIRECTIVES (SC Alternate MAY 2018)

List B

IMPORTANT: The DOE directives listed in the table below contain requirements relevant to the scope of work under this Contract. In most cases, the requirements applicable to the Contractor are contained in a Contractor Requirements Document (CRD) attached to the DOE Directive.

Directive No. Directive Title

DOE O 221.1B Reporting, Fraud, Waste and Abuse to the Office of Inspector General – Applies to Contracts that are over $5.5M and the period of performance is >120 days.

25. FAR 52.203-6 – RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUN 2020) (ALT 1 NOV 2021) Applies to contracts >SAT.

26. FAR 52.203-12 – LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (JUN 2020) Applies to contracts >$200,000.

27. FAR 52.203-13 – CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (NOV 2021) Applies to contracts >$7.5M with a performance period of >120 days.

28. FAR 52.203-17 – CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (NOV

2023)

29. FAR 52.203-19 – PROHIBITION ON REQUIRING CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS OR STATEMENTS (JAN 2017)

30. FAR 52.204-14 – SERVICE CONTRACT REPORTING REQUIREMENTS (OCT 2016) Applies to service contracts ≥$500,000

31. FAR 52.219-8 – UTILIZATION OF SMALL BUSINESS CONCERNS (MAR 2026)(DEVIATION) Applies to contracts that offer further subcontracting opportunities unless performed entirely outside of the United States and its outlying areas. If the subcontract (except subcontracts to small business concerns) exceeds $900,000 on the date of subcontract, the contractor must include this clause in lower-tier subcontracts that offer subcontracting opportunities.

32. FAR 52.222-1 – NOTICE TO THE GOVERNMENT OF LABOR DISPUTE (FEB 1997) Information under this clause shall be provided to the Laboratory rather than the government

33. FAR 52.222-20 – CONTRACTS FOR MATERIALS, SUPPLIES, ARTICLES AND EQUIPMENT (MAR 2026)(DEVIATION) Applies to contracts >$20,000. Excludes part (b)

34. FAR 52.222-35 – EQUAL OPPORTUNITY FOR VETERANS (MAR 2026)(DEVIATION) Applies to contracts >$200,000.

35. FAR 52.222-36 – EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES (MAR 2026)(DEVIATION) Applies to contracts >$20,000 except for work performed outside the USA.

36. FAR 52.222-37 – EMPLOYMENT REPORTS ON VETERANS (MAR 2026)(DEVIATION) Applies to contracts >$200,000.

37. FAR 52.222-40 – NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT (DEC 2010) Applies to contracts ≥$10,000 and work is performed in the United States (unless Contractor is exempted).

38. FAR 52.222-41 – SERVICE CONTRACT LABOR STANDARDS (AUG 2018) Applies to contracts >$2,500 performed in the US and subject to the Service Contract Labor Standards statute.

39. FAR 52.222-43 - FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT LABOR STANDARDS – PRICE ADJUSTMENT (MULTIPLE YEAR AND OPTION

CONTRACTS) Applies to contracts subject to Service Contract Labor Standards (FAR 52.222-41) if contract >SAT and is a multiple year contract or is a contract with options to renew

40. FAR 52.222-44 – FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT LABOR STANDARDS – PRICE ADJUSTMENT (MAY 2014) – Applies to contracts subject to Service Contract Labor Standards (FAR 52.222-41) if contract > SAT, is not multi-year, and no options to renew.

41. FAR 52.222-50 – COMBATING TRAFFICKING IN PERSONS (OCT 2025) Applies to all contracts, but section (h) only applies to any portion of the contract that is >$700,000 and is for supplies other than Commercial-off- the-shelf items, acquired outside of the United States, or for service performed outside the US.

42. FAR 52.222-51 – EXEMPTION FROM APPLICATION OF THE SERVICE CONTRACT LABOR STANDARDS TO CONTRACTS FOR MAINTENANCE, CALIBRATION, OR REPAIR OF CERTAIN EQUIPMENT—REQUIREMENTS (MAY 2014) Applies if Laboratory has accepted a signed certification for exemption from the Contractor.

43. FAR 52.222-53 – EXEMPTION FROM APPLICATION OF THE SERVICE CONTRACT LABOR STANDARDS TO CONTRACTS FOR CERTAIN SERVICES— REQUIREMENTS (MAY 2014) Applies if Laboratory has accepted a signed certification for exemption from the Contractor.

44. FAR 52.222-54 – EMPLOYMENT ELIGIBILITY VERIFICATION (NOV 2025)(DEVIATION) Applies to Contracts that are >$3,500 and work performed inside the USA, except for Commercial-Off-the-Shelf (COTS) and commercial services that are part of purchase of COTS item.

45. FAR 52.222.55 – MINIMUM WAGES UNDER EXECUTIVE ORDER 14026 (JAN 2022) Applies if subject to Service Contract Labor Standards.

46. FAR 52.222-62- PAID SICK LEAVE UNDER EXECUTIVE ORDER 13706 (JAN 2022) Applies if subject to Service Contract Labor Standards.

47. FAR 52.222-90 – ADDRESSING DEI DISCRIMINATION BY FEDERAL CONTRACTORS (APR 2026)(DEVIATION) Contractor shall indemnify and hold harmless the Laboratory for any and all costs, fines, penalties and damages of any time arising from Contractor’s or its subcontractors at any tiers’ breach of this clause, including but not limited to claims pursuant to the False Claims Act and resultant breaches of the prime contract between Laboratory and DOE.

48. FAR 52.224-1 PRIVACY ACT NOTIFICATION (APR 1984) Applies if contractor is required to design, develop, or operate a system of records on individuals subject to the

Privacy Act of 1974, Public Law 93-579, December 31, 1974 (5 U.S.C. 552a) and applicable agency regulations.

49. FAR 52.224-2 PRIVACY ACT (APR 1984) Applies to contracts when contractor employees will have access to a system of records; create collect, use, process, store, maintain, disseminate, disclose, dispose, or otherwise handle personally identifiable information; or design/develop, maintain, or operate a system of records.

50. FAR 52.224-3 – PRIVACY ACT TRAINING (JAN 2017) Applies to all contracts when contractor employees will (1) have access to a system of records; (2) create, collect, use, process, store, maintain, disseminate, disclose, dispose, or otherwise handle personally identifiable information; or (3) design, develop, maintain, or operate a system of records.

51. FAR 52.225-1 BUY AMERICAN ACT – SUPPLIES (MAR 2026)(DEVIATION)

52. FAR 52.225-8 – DUTY FREE ENTRY (OCT 2010) Applies to contracts for foreign supplies imported into the USA if value is >$15,000.

53. FAR 52.226-8 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE DRIVING (MAY 2024) Applies to contracts greater than the micro-purchase threshold

54. FAR 52.232-39 – UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS (JUN 2013)

55. FAR 52.232-40 – PROVIDING ACCELERATED PAYMENT TO SMALL BUSINESS SUBCONTRACTORS (MAR 2023) Applies to all contracts with small business concerns

(including commercial products and services)

56. FAR 52.240-91 – SECURITY PROHIBITIONS AND EXCLUSIONS (NOV 2025) (DEVIATION) Except subparagraphs (d)(1) and (i)(1)

57. FAR 52.240-93 – BASIC SAFEGUARDING OF COVERED CONTRACTOR SYSTEMS (NOV 2025) (DEVIATION)

58. FAR 52.242-13 – BANKRUPTCY (JUL 1995)(DEVIATION) Applies to all contracts >SAT

59. FAR 52.242-15 – STOP WORK ORDER (ALT 1) (AUG 1984)

60. FAR 52.244-6 - SUBCONTRACTS FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2025)(DEVIATION)

61. FAR 52.246-17 – WARRANTY OF SUPPLIES OF A NONCOMPLEX NATURE (JUN 2003) Section (b)(1) is 2 years unless otherwise specified in the contract. Section (c)– “a reasonable time” is inserted.

62. FAR 52.246-20 – WARRANTY OF SERVICES (MAY 2001) – Section (b) is 2 years unless otherwise specified in the contract.

63. FAR 52.247-64 – PREFERENCE FOR PRIVATELY OWNED U.S. – FLAG COMMERCIAL VESSELS (NOV 2025)(DEVIATION) Applies to contracts that involve transportation of supplies subject to the Cargo Preference Act of 1954.

For Commercial Goods and Services
1. ASSIGNMENT AND SUBCONTRACTING (MAR 2026)
a. Neither this contract nor any interest therein nor claim there under shall be assigned or transferred by the Contractor except as expressly authorized in writing by the Laboratory; provided, that the Contractor or its assignee's rights to be paid a...
b. At the Laboratory’s request, the Contractor shall submit a written list of the names of all subcontractors who will perform any part of the work to the Laboratory within ten (10) days after the effective date of this agreement or in any event prior...
2. AUDITS AND RIGHTS (SEP 2026)
No rights, title or interests in or to any of Laboratory’s intellectual, intangible or tangible property are assigned, transferred or granted, except the limited, temporary, revocable non-exclusive right to access or use to the extent necessary for yo...
Laboratory will not be subject to audit or disclosure except to the extent required by U.S. law or authorized by DOE under the Prime Contract. DOE may access anything supplied to Argonne to the extent provided by federal laws, regulations or the Prime...
3. CHANGES (NOV 2025)
If Contractor considers that any direction or instruction by Laboratory personnel constitutes a change, Contractor shall not rely upon such instruction or direction without written confirmation from the Laboratory Procurement Official. Nothing in this...
4. CONDUCT OF EMPLOYEES (NOV 2025)
The Contractor acknowledges the Laboratory’s Code of Business Ethics and Conduct and shall be responsible for maintaining satisfactory standards of employee competency, conduct, and integrity. The Contractor shall be responsible for taking such discip...
5. CONSIDERATION, ALLOWABLE COSTS AND PAYMENTS (MAR 2026)
In full and complete monetary consideration for the performance of work under this Contract, the Laboratory shall pay the Contractor for the following items of allowable costs:
6. CYBERSECURITY and IT ACQUISITIONS (AUG 2025)
Prior to use under this contract, all information technology, including both hardware and software, shall be compliant with appropriate information technology security policies and requirements, including, for example, use of common security framework...
Contractor agrees that it will adopt and implement its own commercially reasonable policies, procedures and systems to provide security as to the Laboratory data or information to be received, stored, transmitted or accessed under this Agreement (“Dat...
Except as otherwise provided in this agreement, Data provided to the Contractor by the Laboratory shall not be used to train Artificial Intelligence (AI) models, nor may AI tools be used without implementing reasonable information security standards t...
7. DISPUTES (OCT 2025)
The Contract Disputes Act is inapplicable and any dispute between the parties that cannot be resolved by good faith negotiations shall be adjudicated in the State of Illinois, County of DuPage. Any provision requiring Laboratory to provide indemnifica...
8. ENVIRONMENTAL PROTECTION (MAY 2001)
In performing this contract, the contractor shall comply with the requirements set forth in all applicable Federal and non-Federal environmental protection laws, codes, ordinances, Executive Orders, regulations and directives.
9. EXCUSABLE DELAYS (OCT 2025)
Time is of the essence for Contractor’s performance. If in the opinion of the Laboratory the Contractor fails to maintain progress in accordance with the established performance schedule, the Contractor shall take, at no additional cost to the Laborat...
The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either ...
10. INSPECTION, ACCEPTANCE AND TITLE (OCT 2025)
The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Laboratory reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Laboratory may req...
Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor and shall pass to the Laboratory upon acceptance of the supplies by the Laboratory (INCOTERMS 201...
Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Laboratory takes physical possession.
11. INTEGRATION (OCT 2025)
This contract represents the full understanding of the parties and is the entire agreement between the parties. All negotiations between the parties have been merged into the contract, and there are no understandings or agreements other than those inc...
12. LABORATORY SITE ACCESS, SAFETY AND HEALTH (SEP 2026)
In addition to any and all other environmental, health, and safety requirements contained in this contract, if the contractor is performing work at a Laboratory site, as a precondition to performing such work contractor must complete all Laboratory Si...
Contractor is responsible for calling the Laboratory’s Emergency Info Line at (630) 252-INFO (4636) or checking the Laboratory’s emergency website at www.anl.gov/emergency prior to arrival at the work site to confirm Laboratory's operational status, i...
A REAL ID will be required to gain access to the Laboratory for individuals 18 years of age or older. The Laboratory’s site entry requirements and a link to information on REAL ID are available at https://www.anl.gov/site-entry-requirements. Failure t...
Any Contractor personnel who are not U.S. citizens may require prior approval before being granted access to Argonne National Laboratory sites, systems, information or activities. Approval timelines can vary significantly based on the individual’s cit...
If the Contractor is performing work at Argonne, as a precondition to performing such work the Contractor must complete all Argonne’s Site Access documents and requirements. The Contractor shall take all reasonable precautions in activities carried ou...
13. LIMITATION OF LIABILITY (OCT 2025)
Except as otherwise provided by an express warranty, the Contractor will not be liable to the Laboratory for punitive, special or consequential damages resulting from any defect or deficiencies in accepted items.
14. NON-WAIVER OF DEFAULTS (OCT 1999)
Any failure by the Laboratory at any time, or from time to time, to enforce or require the strict keeping and performance of any of the terms or conditions of this contract shall not constitute a waiver of such terms or conditions and shall not affect...
15. ORDER OF PRECEDENCE/INCONSISTENCY IN TRANSLATION OF AGREEMENTS (MAR 2026)
Any discrepancy, inconsistency, or conflict in the Article entitled “Applicable Documentation” which can be reasonably ascertained by the Contractor shall be immediately submitted to the Laboratory for its written decision. Any work undertaken by the ...
Any inconsistency in the contract shall be resolved by giving precedence in the following order:
1. Purchase Order document
2. These Terms and Conditions including FAR and DEAR clauses incorporated by reference
3. Other documents, exhibits, attachments enclosures listed in the contract as incorporated documents
4. Technical documents such as Specifications, Statement of Work, Drawing, Sketches
16. PACKAGING (NOV 2025)
The Contractor is responsible for all packaging and shipping provisions to ensure that the equipment arrives to the designated acceptance location in an undamaged condition and shall be liable for any damages incurred by the Laboratory as a result of ...
17. PUBLIC RELEASE OF INFORMATION/PHOTO RELEASE (MAR 2026)
Argonne National Laboratory (Laboratory) does not endorse products or services. Accordingly, the Supplier agrees not to use the Argonne National Laboratory or UChicago Argonne, LLC names on any of its projects or programs, or identifying characteristi...
Contractor acknowledges, on its behalf and those of its personnel, including subcontractors, if any, (“Releasors”) that recording and/or filming may take place at the site of the work, including but not limited to any related presentation, meeting or ...
18. STATE AND LOCAL TAXES (APR 1984)
Notwithstanding the terms of the Federal, State, and Local Taxes clause, the contract price excludes all State and local taxes levied on or measured by the contract or sales price of the services or completed supplies furnished under this contract. Th...
19. SURVIVAL (APR 2023)
The indemnity obligations in this contract, together with any other obligations which by their nature or essential purpose should survive termination or expiration of the contract shall survive termination or expiration of the contract.
20. SUSPECT COUNTERFEIT PARTS (OCT 2025)
Notwithstanding any other provisions of this contract, the Contractor warrants that all items provided to the Laboratory shall be genuine, new and unused unless otherwise specified in writing by the Laboratory. Contractor further warrants that all ite...
In addition to the requirements above, the Contractor must:
1. Purchase directly from product manufacturers or authorized manufacturer distributors whenever possible.
2. Use counterfeit prevention and/or quality assurance procedures, which include an S/CI detection program.
3. Immediately notify the Laboratory if Contractor suspects or becomes aware of used or counterfeit goods having been furnished during the performance of work on this contract.
4. Report suspected fraud, waste, or abuse by a DOE employee, Contractor, or grant recipient involving DOE programs to the Office of Inspector General by phone (800) 541- 1625, or by email ighotline@hq.doe.gov. Additional information is available at h...
Types of material, parts, and components known to have been misrepresented include (but are not limited to) fasteners; hoisting, rigging, and lifting equipment; personal protective equipment (PPE); cranes; hoists; valves; pipe and fittings; electrical...
21. TERMINATION FOR CAUSE (OCT 2018)
The Laboratory may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Laboratory, upon request, wit...
22. TERMINATION FOR THE LABORATORY’S CONVENIENCE (OCT 2018)
The Laboratory reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppl...
23. DEAR 952.203-70 – WHISTLEBLOWER PROTECTION FOR CONTRACTOR EMPLOYEES (DEC 2000) Applies to work on DOE-owned or leased sites.
24. DEAR 970.5204-2 – LAWS, REGULATIONS, AND DOE DIRECTIVES (SC Alternate MAY 2018)
25. FAR 52.203-6 – RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUN 2020) (ALT 1 NOV 2021) Applies to contracts >SAT.
26. FAR 52.203-12 – LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (JUN 2020) Applies to contracts >$200,000.
27. FAR 52.203-13 – CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (NOV 2021) Applies to contracts >$7.5M with a performance period of >120 days.
28. FAR 52.203-17 – CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (NOV 2023)
29. FAR 52.203-19 – PROHIBITION ON REQUIRING CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS OR STATEMENTS (JAN 2017)
30. FAR 52.204-14 – SERVICE CONTRACT REPORTING REQUIREMENTS (OCT 2016) Applies to service contracts ≥$500,000
31. FAR 52.219-8 – UTILIZATION OF SMALL BUSINESS CONCERNS (MAR 2026)(DEVIATION) Applies to contracts that offer further subcontracting opportunities unless performed entirely outside of the United States and its outlying areas. If the subcontract (exc...
32. FAR 52.222-1 – NOTICE TO THE GOVERNMENT OF LABOR DISPUTE (FEB 1997) Information under this clause shall be provided to the Laboratory rather than the government
33. FAR 52.222-20 – CONTRACTS FOR MATERIALS, SUPPLIES, ARTICLES AND EQUIPMENT (MAR 2026)(DEVIATION) Applies to contracts >$20,000. Excludes part (b)
34. FAR 52.222-35 – EQUAL OPPORTUNITY FOR VETERANS (MAR 2026)(DEVIATION) Applies to contracts >$200,000.
35. FAR 52.222-36 – EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES (MAR 2026)(DEVIATION) Applies to contracts >$20,000 except for work performed outside the USA.
36. FAR 52.222-37 – EMPLOYMENT REPORTS ON VETERANS (MAR 2026)(DEVIATION) Applies to contracts >$200,000.
37. FAR 52.222-40 – NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT (DEC 2010) Applies to contracts ≥$10,000 and work is performed in the United States (unless Contractor is exempted).

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