Attachment H. Draft Agreement.pdf

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

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

Version 12 Dated 08.11.2025 P a g e 1 | 9

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 their Technical Project Officer (TPO) 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.

P a g e 2 | 9

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 Directed Energy Deposition System

Period of Performance Start Date: TBD

Period of Performance End Date: 6 months after Purchase Order has been issued

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 Oak Ridge, TN 37830-8050 Attention: Daria Wang Phone: 865-341-4813 Email Address: wangDS@ornl.gov

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

P a g e 3 | 9

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: TBD Street: _______________________ City/State: ____________________ Attention: ____________________ Phone: _______________________ Email: _______________________

Primary Performance Location: ORNL

Name: Oak Ridge National Laboratory Manufacturing Demonstration Facility City/State: Knoxville, TN 37932

The product classification for this procurement under the North American Industry Classification System (NAICS) is Code: 333517 – Machine Tool Manufacturing – 500 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.

P a g e 4 | 9

2. SUBCONTRACT PRICE

Item Number

Item Description Quantity Unit of

Measure Unit Price

Extended Price (USD)

1 Laser Powder Directed Energy Deposition System

1 USD TBD 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.

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.

MILESTONE PAYMENTS

The following milestone payments will be made during the performance of this agreement:

Milestone Payments Completion Indicator Value

50% of the total cost System Delivery and Acceptance by Company TBD

50% of the total cost Successful System Installation TBD

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 1.

4. PAYMENT/BILLING INFORMATION

a. Payment Terms: The payment terms are 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.

P a g e 5 | 9

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:

COMPANY’S TECHNICAL PROJECT OFFICER (TPO)

UT-Battelle, LLC c/o Oak Ridge National Laboratory

Attention: TBD

Phone No. ( ) -

E-mail Address:

Technical Direction (Jan 2006)

(a) Performance under this subcontract is subject to the technical direction of the Company’s Technical Project Officer (TPO).

(b) Technical direction may be:

P a g e 6 | 9

(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 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.

(c) Technical direction must be within the scope of work stated in the Agreement. The TPO may not issue 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.

(d) All technical direction shall be issued in writing by the TPO. The Seller shall proceed promptly with the performance of technical direction issued by the TPO. However, if the Seller believes direction by the TPO falls within one of the categories in (b)(1) through (4) above, the Seller shall not proceed but shall notify the Subcontract Administrator in writing within 10 working days after receipt of the direction and shall request the Subcontract Administrator to modify the Agreement accordingly.

Within 30 days after receipt of the Seller’s notification, the Subcontract Administrator shall send a written response either: (1) advising the Seller 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: Daria Wang

Phone No. 865-341-4813

E-mail Address: wangDS@ornl.gov

SELLER TECHNICAL PROJECT OFFICER/POINT OF CONTACT

TBD

P a g e 7 | 9

Attention:

Phone No. ( ) -

E-mail Address:

SELLER SUBCONTRACT REPRESENTATIVE/POINT OF CONTACT

TBD

Attention:

Phone No. ( ) -

E-mail Address:

6. GENERAL PROVISIONS

NOTE: Standard government forms (SF) mentioned herein are available at http://www.gsa.gov/forms. Other forms, clauses, articles, and documents are available at our web site, https://contracts.ornl.gov/.

UT-Battelle Prime Supplemental Flowdown Document Additional Terms and Conditions for Subcontracts/Purchase Orders under Prime Contract No. DE-AC05-00OR22725 – BSD-CS- 2258 (10/01/2025) is available at https://contracts.ornl.gov/special-articles-and-forms/.

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.

Any Representations and Certifications submitted by the Seller that resulted in this document are incorporated by reference. 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.

The terms and conditions for this Subcontract can be found on our website at https://contracts.ornl.gov/terms-and-conditions/.

The following terms will apply under the Terms and Conditions tab:

a. Terms and Conditions – Fixed Price BSD-CS-2150 (10/01/2025)

P a g e 8 | 9

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

All articles and documents incorporated by reference, including those made a part of Special Provisions apply as if they were set forth in their entirety. The following can be located at https://contracts.ornl.gov/exhibits/

• Exhibit 1B, Patent Rights – Acquisition by the Government (10/13/2025)

• Exhibit 1C, Patent Rights – Retention by the Seller (Short Form) (10/13/2025)

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

• Exhibit 4, Authorization and Consent (10/13/2025)

• Exhibit 9, Technical Data (10/13/2025)

• Exhibit 11 – Limited Rights Notice (10/13/2025)

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

• Exemption from Application of the Services Contract Act – Maintenance, Calibration, or Repair of Certain Equipment – Certification (Mar 2009)

• Information Technology Special Provision (3/30/2022)

• Milestone Payment (05/2010)

8. LIST OF ATTACHMENTS

Attachment No.

Document Title Revision/Date

1 Statement of Work, Laser Powder Directed Energy Deposition System

October 22,

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.

P a g e 9 | 9

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 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: