HDBEAcvantage TEAMING AGREEMENT ; (hereinafter ‘cooperation of the parties in connection with the contemplated submission of a proposal by I ‘0 (hereinafter "Customer"), relating to the program for "Program"). Relative to such Program proposal and any prime contract hereafter awarded by Customer to thereunder, the parties agree as follows This Agreement, effective as of] corporation with offices at or “Prime Contractor”), and) 1.0 Proposal Activities 1.1. Each party will exert all reasonable efforts to prepare and submit a proposal that will result in the selection of {IEBB as prime contractor and as subcontractor. Subcontractor shall provide the Program services set forth in Exhibit A hereof. Each party agrees to continue to exert all proper and reasonable efforts towards these objectives throughout negotiations concerning any prime contract and resultant subcontract that may result from the submission of such proposal. 12, IMD witl have full responsibility for presenting the proposal to the Customer and for establishing the proposal content and price. Subcontractor will provide consolidated proposal material, including corporate capabilities, qualifications and experiences, resumes, technical, ‘management, and schedule information, pricing information or other information as may be required by Ig to fully respond to Customer’ requirements, 13. Allcontacts by Subcontractor with Customer prtsining tothe propsel willbe made through or wrth the prior Consent of HE however, may request the Subcontractor o discuss certain matters with the Customer and the Subcontractor may respond to direct inquiries from the Customer. Each party agrees to promptly advise the other of any changes in the Customer's requemens of which it becomes avare and any information i fceivs regarding the probability of receipt of the contract award. 1.4, Bach party will bear all expenses that it incurs in connection with the proposal, negotiations that may follow, and all other efforts under this Agreement. Neither party will be liable for costs incurred or other obligations undertaken by the other party in connection with the proposal or any such negotiations. 1.5. IID wit keep Subcontractor informed concerning status of prime contract negotiations. Subcontractor wll support and participate in prime contract negotiations, as reasonably requested by| 1.6, The parties recognize that, subsequent to this Agreement becoming effective, conditions relating to the Program may change such as to dictate a change in the scape ofthe services set forth in Exhibit A in order to enhance the possibilities for selection of fl as prime contractor forthe Prograrn and lil es the Subcontractor thereunder. ‘Therefore, itis agreed that, after issuance of the request for proposal by Customer or ongoing discussions with Customer, Subcontractor will, ieee oT ee into good faith negotiations with ae to revise Exhibit A hereof to revise the scope of the services thereunder. ogres not o initiate such request, unless it Page 12.0 2. 22. 30 3.1 hhas a good faith belief that such is necessary, and will in such event advise Subcontractor of the ‘basis for such belief. ‘Subcontractor agrees that during the term of this Agreement it shall not submit or participate in the preparation or submission of a for the Program as a prime contractor, a subcontractor to a firm other than ‘as a party to a joint venture. It is understood, however, that Subcontractor may participate in the Program with another firm in the event such other firm is awarded the contract for the Program and this Agreement has been terminated in accordance with Paragraph 3 hereof. Award of Contract If [MIMI is selected by Customer as the prime contractor for the Program and the performance. thereof requires the services or products of Subcontractor as set forth in Exhibit A hereof, I will offer to Subcontractor a subcontract for such services. Any such subcontract, or changes or supplements thereto, shall be subject the terms of the prime contract, mutual agreement on icing and other subcontract terms and conditions, and prior approval of Customer, if required. will exert all reasonable efforts to secure any such Customer approval. Subcontractor will, in the event of the award to IIE of such prime contract, accept a subcontract to perform work and render services or products in accordance with Exhibit A hereto, subject to mutual agreement on prices and other terms and conditions. Subcontractor agrees that any such subcontract shall contain provisions consistent with the prime contract reasonably considered by as necessary, including without limitation, all necessary provisions for the provision of services, warranties, liabilities, performance bonds or the like. In the event mutually acceptable prices or other terms and conditions cannot be negotiated by the parties within a reasonable time, and in any event within thirty (30) days after notice of award of the prime contract to IEEE, IEEE shall have the right, upon ten (10) days prior notice to ‘Subcontractor to terminate this Agreement and make other arrangements for the performance of the work contemplated to have been covered by the subcontract, in which case the rights and obligations of both parties under this Agreement will terminate, except as expressly provided in paragraphs 4 and 5 hereof. Term and Termination Except as expressly provided in Paragraphs 1, 2, 4 and 5 hereof, all rights and obligations of the parties under this Agreement shall terminate on the earliest ofthe following: 1. Notice from Customer that the Program has been canceled, or that the prime contract will not be awarded to IE: b. Award to other contractors to the exclusion of [NEI of contracts for all or substantially all of the Program work contemplated by the proposal; ©. Notice from Customer that the Subcontractor is unacceptable in the role and function set forth in the a provided, however, if Customer requests a change in the role or function of Mor the Subcontractor this Agreement shall not be deemed terminated unless [BME and the Subcontractor fail to agree to effect appropriate changes within the time period permitted by Customer;32. 40 4a. HEE clects not to submit a proposal for the Program; €. Execution by both parties of the subcontract contemplated by this Agreement; {. The failure of the parties to reach mutual agreement on the terms of the contemplated subcontract; or This Agreement shall expire one (1) year from the effective date hereof; provided, however, if the proposal has been submitted and is under consideration by Customer upon the expiration of such one (1) year period, this Agreement shall continue in force until terminated pursuant to one of the foregoing conditions. Proprietary Information ‘During the term of this Agreement, MINI and the Subcontractor may exchange such proprietary information as is reasonably required for each to perform its obligations hereunder. Proprietary {information means any information, technical data, or know-how (including, but not limited to, information relating to research, products, software, services, development, inventions, processes, engineering, marketing, techniques, customers, pricing, internal procedures, business ‘and marketing plans or strategies, finances, employees and business opportunities) disclosed by the Disclosing Party to Recipient either directly or indirectly in any form whatsoever (includ but not limited to, in writing, in machine readable or other tangible form, orally or visually) that has been marked as confidential; (ii) whose confidential nature has been made known by Disclosing Party, in writing or orally with specific written notification of such oral disclosure within three (3) days thereafter, to Recipient; or (ii) that due to its character, nature, or method of transmittal, a reasonable person under like circumstances would treat as confidential (“Confidential Information”). [III and Subcontractor each agree to keep in confidence and prevent the disclosure to any person(s) outside their respective organizations or any person(s) within their organizations not having a need to know, al information received from the other which is designated in waiting or by appropriate stamp or legend to be of a proprietary nature and to use such information only in connection with their obligations under this Agreement; provided, however, that neither party shall be liable for disclosure or use of such data if the same i i) 4, Inthe public domain atthe time of disclosure, or is subsequently made available to the general public without restriction by the disclosing party; 'b. Known to the receiving party at the time of disclosure without restrictions on its use or independently developed by the receiving party, and there is adequate documentation to demonstrate either condition; 'b. Used or disclosed inadvertently despite the exercise ofthe same degree of care that each party takes to preserve or safeguard its own proprietary information; ©. Used or disclosed with the prior written approval of the disclosing party; 4. Disclosed without restriction to the receiving party from a source other than the disclosing. party; or Page