Attachment E - Fixed Price Subcontract - Draft.pdf

Oak Ridge National Laboratory Acting under contract DE-AC05-00OR22725 With the U.S. Department of Energy

Internet: https://contracts.ornl.gov/

Version 15 Dated 06.22.2026 P a g e 1 | 12

A written Notice to Proceed will be issued by the Procurement Officer upon receipt and approval of AHA with regard to the subject subcontract, Seller shall submit the deliverable noted in red.

This subcontract contains one or more special provisions that are subject to Worker Safety and Health requirements of OSHA 1910 and/or 1926, 10 CFR 850, NFPA 70E, or others as stipulated in the subcontract clause. The Seller must complete an Activity Hazard Analysis (AHA) and submit the completed form to the Technical Oversight Role (TOR) that is named in the subcontract and copied on this correspondence. This form is required prior to work performance. Follow this link https://contracts.ornl.gov/activity-hazard-analysis-aha/ to download the AHA form and to view a guidance document and example of a completed AHA.

Deliverable-Activity Hazard Analysis This notice shall not be interpreted as a replacement for reading and adhering to any subcontract provision. This notice serves to advise you of clauses that require a specific deliverable and/or periodic reporting requirements that are commonly misunderstood and is meant to aid you in successful subcontract performance.

https://contracts.ornl.gov/activity-hazard-analysis-aha/

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UT-Battelle, LLC Fixed Price Subcontract

When executed by UT-Battelle, LLC, this subcontract, as described, shall constitute the entire subcontract between the parties hereto and any Terms or Conditions offered by the subcontractor (hereafter referred to as the Seller) in addition thereto or in any way different from those set forth herein are hereby objected by UT-Battelle, LLC (hereafter referred to as the Company). Seller agrees to furnish and deliver the items or perform services to the extent stated in this document for the consideration stated in this subcontract. The rights and obligations of the parties to this subcontract are subject to and governed by this document and any documents attached or incorporated by reference.

1. THE SCHEDULE

Seller Name: TBD

Subcontract Number: TBD

Brief Description: Laser Powder Bed Fusion (L-PBF) Machines

Period of Performance Start Date: TBD

Period of Performance End Date: TBD

Subcontract Type: Firm Fixed Price

Total Value: $TBD

Name and Address of Company Ship-To Address

UT-Battelle, LLC c/o Oak Ridge National Laboratory 1 Bethel Valley Road, Building 7120 Oak Ridge, TN 37830-8050 Attention: Purchase Order No. TBD

NOTE: The 10-digit Ariba funding PO number shall be listed on all packages, bill of lading, and invoices.

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Mailing Address

UT-Battelle, LLC c/o Oak Ridge National Laboratory P.O Box 2008 Building 4500N, Mail Stop: 6339 Oak Ridge, TN 37831-6339

Name and Address of Seller / Subcontractor Name: _______________________ Street: _______________________ City/State: ____________________ Attention: ____________________ Phone: _______________________ Email: _______________________

Primary Performance Location: Sellers location with delivery and final acceptance at

ORNL

The product classification for this procurement under the North American Industry Classification System (NAICS) is Code: 339999 – All Other Miscellaneous Manufacturing & Size Standard 550 Employees

NOTICE: Per DOE Directive No. DOE O 142.3B, Unclassified Foreign National Access Program, all deliverables coming on site to a DOE Laboratory, including Oak Ridge National Laboratory (ORNL), must be delivered by a United States citizen. If a foreign national attempts to deliver anything to the ORNL site, the driver will not be allowed on site.

2. SUBCONTRACT PRICE

Item Item Description Quantity Unit of Measure

Extended Firm Fixed Price

(USD)

1 Medium-scale dual-laser system 1 USD $TBD 2 Large-scale six-laser tall-build system 1 USD $TBD

FUNDING AUTHORIZATION

a. The amount currently allotted to this subcontract for payment is based on availability of funding. Company is not obligated to reimburse Seller if Seller exceeds the Total Value.

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Seller is not obligated to continue performance in excess of the total amount allotted until Company increases allotted funds.

b. The funding for the subcontract will be done by purchase order releases sent over the Ariba Network. It is understood that those releases constitute when additional funding is available on the subcontract. Without a Purchase Order release there is no funding for work under this subcontract.

FIXED PRICE – INCREMENTALLY FUNDED

This Subcontract is incrementally funded. The total price of the Subcontract is not currently allotted and available for payment.

(a) It is anticipated that from time-to-time additional funds will be allotted until the total price of the Subcontract is fully funded and available for payment. The funding for the Subcontract will be done by purchase order/change order releases (POs) sent over the Ariba Network. It is understood that those releases constitute when additional funding is available for this Subcontract and no additional Subcontract modification documentation will be completed. Without a Purchase Order release there is no funding for work under this Subcontract.

(b) The Company is not obligated in any event to pay or reimburse the Seller more than the amount allotted, anything in the Termination for Convenience clause, or other provisions of the Subcontract, to the contrary notwithstanding.

(c)

(1) Until the Subcontract is fully funded, the funds allotted are less than the total price.

(2) The Seller must provide written notice to the Company when, within the next sixty (60) days, the work is expected to reach a state where the total amount payable by the Company, including payments for lower-tier subcontracts, will be approximately 75 percent of the amount currently allotted.

(3) If after the notification in (c)(2), additional funds are not allotted by the Company, the Company may terminate this Subcontract pursuant to the Termination for Convenience clause.

(d) If the Seller is delayed in performance solely because the Company failed to allot sufficient additional funds, and if additional funds are allotted, an equitable adjustment shall be made to the time for delivery.

(e) The Company may at any time before termination (and, after notice of termination, with the consent of the Seller), allot additional funds for this Subcontract.

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(f) Nothing in this clause affects the rights of the Company to terminate this Subcontract under the Termination for Default and Termination for Convenience clauses.

3. SPECIFICATIONS/STATEMENT OF WORK

a. Independently and not an agent of the Company, the Seller shall furnish all necessary services, qualified personnel, material, equipment, and facilities, not otherwise provided by the Company as needed to perform the Specification/Statement of Work in attachment A.

4. PAYMENT/BILLING INFORMATION

a. Payment Terms: The payment terms are [Net 15/Net 30] – no discount.

b. Electronic Funds Transfer (EFT): Electronic Funds Transfer expedites payments to subcontractors and is our preferred method of payment. A remittance notification (email or fax) is automatically generated to you at the time of payment.

c. Ariba Network for Suppliers: For detailed payment/billing information or inquiries concerning invoices and payments please access the Ariba Network account for your organization at https://supplier.ariba.com/ or email your questions to ornlap@ornl.gov.

d. Place of Performance: All work hereunder shall be performed at the referenced Primary Performance Location and other locations as mutually may be agreed upon by Company and Seller. This is a location other than a DOE/NNSA Facility.

e. Invoices: Invoices shall be submitted via the Ariba network, or by emailing a copy to ORNL Accounts Payable at ORNLAP@ornl.gov. Each invoice shall reflect milestones or services complete and billable under the subcontract. All payments will be made in U.S.

Dollars.

5. ADMINISTRATION

Sole authority to make changes in or amendments to this subcontract and to effect deviations from the work herein specified is hereby vested in the authorized representative of Company's Procurement Officer and must be made in writing. Unauthorized changes, alterations or modifications to this subcontract will not be considered for equitable adjustment.

Changes to the subcontract or its scope shall not be made without the express written authorization of the designated Company’s Procurement Officer. Except as otherwise specifically provided herein, any notices to be furnished by Seller to Company, or by Company to Seller shall be sent by mail or electronic means to the following points of contact:

https://supplier.ariba.com/ https://eyus-my.sharepoint.com/personal/alex_p_krueger_ey_com/Documents/Documents/UT-Battelle/ECA%20styling/ornlap@ornl.gov

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COMPANY’S TECHNICAL OVERSIGHT ROLE

UT-Battelle, LLC c/o Oak Ridge National Laboratory Attention: Christopher Ledford Phone No. (865) 341-0592 E-mail Address: ledfordcc@ornl.gov

Technical Direction (June 2026)

Technical direction may be provided by the Company’s staff that hold one of the Technical Oversight Role (TOR) sub-roles. TOR sub-roles include Technical Project Officer, Technical Approver, or Administrative Approver.

(a) Performance under this subcontract is subject to the technical direction of the Company’s TOR, Christopher Leford. Technical direction may be:

(1) direction to the Seller which shifts emphasis between work areas, requires pursuit of certain lines of inquiry, fills in details, or otherwise serves to facilitate understanding of the contractual Statement of Work;

(2) information which assists in the interpretation of drawings, specifications, or technical portions of the work description; or

(3) review and approval of technical reports, drawings, specifications, and technical information delivered by the Seller.

(b) Technical direction must be within the scope of work stated in the Agreement. The TOR may not issue, nor shall the Seller accept, any direction that:

(1) constitutes an assignment of work outside the Statement of Work;

(2) constitutes a change as described in the Agreement clause entitled “Changes”;

(3) causes an increase or decrease in the total estimated Agreement cost, the fee (if any), or the time required for performance; or

(4) changes any expressed provisions of the Agreement.

(c) All technical direction must be issued in writing by the TOR.

(d) The Seller shall proceed promptly with the performance consistent with written technical direction issued by the TOR. However, if the Seller believes direction by the TOR falls within one of the categories in (b)(1) through (4) above, the Seller shall not proceed but shall notify the Procurement Officer in writing within 10 working days after receipt of the direction and shall request the Procurement Officer to modify the Agreement accordingly. Within 30 days after receipt of the Seller’s notification, the Procurement Officer shall send a written response either: (1) advising the Seller mailto:ledfordcc@ornl.gov

P a g e 7 | 12 that the technical direction is within the scope of the Agreement and does not constitute a change; (2) canceling the direction; or (3) advising the Seller that the Company will modify the Agreement.

COMPANY’S PROCUREMENT OFFICER

UT-Battelle, LLC c/o Oak Ridge National Laboratory Attention: Rian Lewis E-mail Address: lewisgr@ornl.gov

SELLER TECHNICAL PROJECT OFFICER/POINT OF CONTACT

[Company Name] Attention:

Phone No. ( ) - E-mail Address:

SELLER SUBCONTRACT REPRESENTATIVE/POINT OF CONTACT

[Company Name] Attention:

Phone No. ( ) - E-mail Address:

6. GENERAL PROVISIONS

All articles and documents incorporated by reference, including those made a part of General Provisions, apply as if they were set forth in their entirety.

Standard Government Forms All Standard government forms (SF) referenced herein are available at the U.S. General Services Administration website:

http://www.gsa.gov/forms.

Subcontract Terms and Conditions The terms and conditions governing this Subcontract are available at:

https://contracts.ornl.gov/terms-and-conditions/.

The following terms apply under the Terms and Conditions tab:

mailto:lewisgr@ornl.gov http://www.gsa.gov/forms https://contracts.ornl.gov/terms-and-conditions/

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a. Terms and Conditions – Fixed Price (09/30/2026)

b. UT-Battelle Prime Supplemental Flowdown Document Additional Terms and Conditions for Subcontracts/Purchase Orders under Prime Contract No. DE-AC05-00OR22725 –

BSD-CS-2258 (09/30/2026)

Employee Notice Requirements To the extent applicable, the employee notice requirements set forth in 29 CFR Part 471, Appendix A to Subpart A, are hereby incorporated by reference into this subcontract.

Representations and Certifications Any Representations and Certifications submitted by the Seller in connection with the Subcontract are incorporated by reference.

Taxes Do not Include Sales or use taxes - See “Taxes - ORNL - Direct Pay Permit” at https://contracts.ornl.gov/special-articles-and-forms/.

7. SPECIAL PROVISIONS

The following exhibits are incorporated into this agreement and can be found in their entirety at https://contracts.ornl.gov/documents-index/.

• Exhibit 2, Representation of Limited Rights Data and Restricted Computer Software (10/13/2025)

• Exhibit 3, Authorization and Consent (10/13/2025)

• Exhibit 17, Rights to Proposal Data (Technical) (10/13/2025)

• Milestone Payment Clause (May 2010)

• Electrical - Post Receipt Field Evaluation (July 22, 2019):

For electrical equipment, assemblies or items that are not NRTL listed or field evaluated by an OSHA Recognized NRTL (https://www.osha.gov/dts/otpca/nrtl/), the Seller shall provide documentation to assist the Company with safety inspections and evaluations of the equipment, assembly or item.

Documentation shall be submitted with the equipment and shall include the following:

1. Schematics and/or elementary diagrams.

2. Wiring diagrams, if applicable.

https://contracts.ornl.gov/special-articles-and-forms/ https://contracts.ornl.gov/documents-index/

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3. Detailed results of factory tests. Certificates of compliance or conformity alone are not acceptable.

4. Operating instructions.

The Company will use the submitted information to conduct a post-receipt safety evaluation of the equipment, assembly or item against appropriate code(s) and standard(s). The Company may reject the equipment, assembly or item if the Company concludes that it does not satisfy requirements of the applicable code(s) or standard(s).

• Physical Hazard – Hoisting & Rigging/Cranes (July 22, 2019):

Seller must submit completed AHA form https://contracts.ornl.gov/activity-hazard-analysis-aha/

The Seller shall comply with the requirements of DOE-STD-1090-2020. Seller shall submit a lift plan to the TPO and receive approval of the plan prior to performing hoisting and rigging activities.

• Physical Hazard – Lasers (July 22, 2019):

Seller must submit completed AHA form https://contracts.ornl.gov/activity-hazard-analysis-aha/

Seller shall notify the ORNL Technical Project Officer prior to bringing Class 3B and 4 lasers on site. The TPO has responsibility for providing the Subcontractor with approval prior to bringing Class 3B and 4 lasers on site.

Personnel working with high-power laser systems will ensure work areas are controlled with interlocks, barriers, protective windows, and signage per ANSI Z136.1

• Seller Testing/Customer Witnessing

The system shall be tested and/or inspected at the Seller’s site to ensure that all technical requirements of this specification have been met. The Company reserves the right to have a representative present during any manufacturing, assembly, test, inspection, or other activities associated with this system. The Seller shall notify the Company at least 30 days before conduct of system inspection and proof testing. Test and/or inspection activities shall be documented and provided to the Company’s representative prior to shipment of the system.

• Seller Installation and Start Up

The Seller shall provide qualified personnel to perform and oversee or oversee all system installation and start-up activities necessary to ensure the system is fully functional upon completion. In addition, the Seller shall provide personnel to provide comprehensive training necessary to operate the system to its full capabilities as stated in the technical

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• Seller-Supplied Calibrations

All system instrumentation or devices requiring calibration shall be listed. Calibrations to be performed prior to shipment shall be completed and documented. Records of the calibrations including methods and standards utilized and personnel performing the calibrations shall be documented and provided with the shipment.

• Operating Instrument Calibration Report

This report details the calibration of operating instruments performed immediately prior to, or upon the initial installation into, the associate system. The report shall contain the signature and title of the authorized representative of the organization performing the calibration and shall be sent to the Company for review.

• Operating/ Maintenance Manual

Documents shall be submitted that contain the operational procedures, instructions, maintenance, spare parts list, and handling precautions.

• Final Acceptance

Final acceptance of the system shall be based on testing of the product to the technical requirements of the specification after completion of installation at the Company’s site.

• Functional Test Report

This report of subsystems and systems, as installed, indicates the functional operability of such systems to design requirements. Such reports shall contain the signature and title of the authorized representative of the organization performing the tests and shall be sent to the Company for review and acceptance.

• Nonconforming Items

The Company expects to receive equipment items, components, materials, and documentation that conform to all codes, standards, specifications, and procedures in the subcontract. The Seller may use its own-nonconformance program to identify, report, and recommend disposition of all non-conformances, but dispositions that would leave any remaining nonconformity must be submitted to the Company for approval.

The request should identify the affected item(s) by name and serial number, citing the drawing and/or specification number and revision number containing the specific requirement that has not been met.

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The request should state the number of nonconforming items being reported. The request should include a description of the nonconformity, identifying requirement(s) not met.

The supplier may attach a description of the cause, and a corrective action plan and schedule if pertinent.

The issuance and acceptance of such a request in no way limits or affects the warranty provision or other rights or remedies of this agreement. Such a request shall not establish a precedent or obligation to accept existing or future items not conforming to all provisions of the subcontract.

• Packing and Shipping

The Seller is responsible for all packing and shipping provisions to ensure that the system arrives at the Company’s site in an undamaged, working condition. The Seller shall inform the Company of shipping plans two weeks before actual shipment.

8. LIST OF ATTACHMENTS

Attachment

No. Document Title Revision/Date

A X209 Laser Powder Bed Fusion (L-PBF) Machines

FY27

10/08/2026

B Exhibit-2-Rep-Limited-Rights-Data-Restricted- Computer-Software-BSD-CS-2005-2025.10.13

10/13/2025

9. SIGNATURES

Your acceptance of this order serves as your certification that you are in compliance with 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment, and 52.203-12, Limitation on Payments to Influence Certain Federal Transactions, as of the time of award.

Seller’s Agreement UT-Battelle

Seller agrees to furnish and deliver the items or UT-Battelle, LLC (Company) agrees to perform services to extent stated in this document award this subcontract to Seller. The rights for the consideration stated in this subcontract. The and obligations of the parties to this rights and obligations of the parties to this subcontract subcontract are governed by this and any

P a g e 12 | 12 are subject to and governed by this document and any documents attached or incorporated by documents attached or incorporated by reference. reference.

Signature of Person authorized to sign for Seller Signature of person authorized to sign

By: By:

Name: Name:

Title: Title:

Date: Date: