SEWP Commercial Products and Commercial Services Clauses

The following clauses listed below are incorporated by reference and made a part of this Subcontract or Purchase Order. These clauses set for the Seller’s minimum obligations and do not diminish any seller obligations set forth elsewhere in the Subcontract or Purchase Order. In all cases, the clauses shall be interpreted to apply to Seller as necessary to reflect the position of Seller as a subcontractor to Colossal, to ensure Seller’s obligations, and to ensure the ability for Colossal to meet its obligations to its customer. Without limiting the foregoing: (1) unless the context of the clause or applicable law requires otherwise, the term “Contractor” shall mean Seller, the term “Contract” shall mean the Subcontract as that term is defined above, the term “Subcontractor” shall mean Seller’s subcontractor, and the terms “Government,” “Contracting Officer” and equivalent phrases shall mean Colossal and Colossal’s Contractual Representative, respectively; (2) the words “Government” and “Contracting Officer” do not change when a right, act, authorization or obligation can be granted or performed only by the Government or when title to property is to be transferred directly to the Government; and (3) where a clause specifies the number of days in which Seller must act, that number shall be reduced by half. All applicable clauses must be flowed down to lower-tier suppliers or subcontractors.

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this address: https://www.acquisition.gov/far/index.html

APPLICABLE TO ALL PURCHASE ORDERS (POs)

52.204-1 Approval of Contract (DEC 1989) 52.204-13 System for Award Management Maintenance (OCT 2018)

52.204-18 Commercial and Government Entity Code Maintenance (AUG 2020)

52.204-24 Representation Regarding Certain Telecommunications and video Surveillance Services or Equipment (NOV 2021)

52.209-10 Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015)

52.212-4 Contract Terms and Conditions—Commercial Products and Commercial Services (NOV 2023)

52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders— Commercial Items (MAY 2024)

52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders— Commercial Products and Commercial Services. ➢

52.203-6 Restrictions on Subcontractor Sales to the Government (JUN 2020) ➢

52.203-13 Contractor Code of Business Ethics and Conduct (NOV 2021) ➢

52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) ➢

52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) ➢

52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (DEC 2023) ➢

52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (NOV 2021) ➢

52.204-27, Prohibition on a ByteDance Covered Application (JUN 2023) ➢

52.204–28 Federal Acquisition Supply Chain Security Act Orders—Federal Supply Schedules, Governmentwide Acquisition Contracts, and Multi-Agency Contracts. (DEC 2023) ➢

52.204–30, Federal Acquisition Supply Chain Security Act Orders—Prohibition. (Alternate I) (DEC 2023) (applicable to all FASCSA orders) ➢

52.209-6 Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (NOV 2021) ➢

52.219-14 Limitations on Subcontracting (OCT 2022) ➢

52.222-3 Convict Labor (JUN 2023) ➢

52.222-19 Child Labor-Cooperation with Authorities and Remedies (FEB 2024) ➢

52.222-21 Prohibition of Segregated Facilities (APR 2015) ➢

52.222-26 Equal Opportunity (SEP 2016) ➢

52.222-35 Equal Opportunity for Veterans (JUN 2020) ➢

52.222-36 Equal Opportunity for Workers with Disabilities (JUN 2020) ➢

52.222-37 Employment Reports on Veterans (JUN 2020) ➢

52.222-40 Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) ➢

52.222-50 Combating Trafficking in Persons (NOV 2021) ➢

52.223-23 Sustainable Products and Services (MAY 2024) ➢

52.224-3 Privacy Training (JAN 2017) ➢

52.225-5 Trade Agreements (NOV 2023) ➢

52.225-13 Restrictions on Certain Foreign Purchases (FEB 2021) ➢

52.226-8 Encouraging Contractor Policies to Ban Text Messaging While Driving (MAY 2024) ➢

52.232-33 Payment by Electronic Funds Transfer-System for Award Management (OCT 2018) ➢

52.242-5 Payments to Small Business Subcontractors (JAN 2017)

52.216-18 Ordering (AUG 2020)

52.216-19 Order Limitations (OCT 1995)

52.216-22 Indefinite Quantity (OCT 1995)

52.217-9 Option to Extend the Term of the Contract (MAR 2000)

52.217-11 Reverse Auction – Orders (AUG 2024)

52.222-41 Service Contract Labor Standards (AUG 2018)

52.222-62 Paid Sick Leave Under Executive Order 13706 (JAN 2022)

52.225-6 Trade Agreements Certificate (FEB 2021)

52.232-39 Unenforceability of Unauthorized Obligations (JUN 2013)

52.232-40 Providing Accelerated Payments to Small Business Subcontractors (MAR 2023)

52.233-3 Protest after Award (AUG 1996)

52.233-4 Applicable Law for Breach of Contract Claim (OCT 2004)

52.247-34 F.O.B. Destination (JAN 1991) GSFC Clauses:

52.211-90 Supplies and/or Services to Be Provided (APR 2023)

52.219-90 Small Business Subcontracting Plan and Reports (NOV 2021) (Applies to Large Businesses)

52.246-93 Acceptance – Location(s) (APR 2022)

NFS Clauses:

1852.203-71 Requirement to Inform Employees of Whistleblower Rights (JUL 2023)

1852.204-76 (Deviation) Security Requirements for Unclassified Information Technology Resources (SEP2024)

1852.215-84 Ombudsman (NOV 2011)

1852.223-72 Safety and Health (Short Form) (JUL 2015)

1852.223-75 Major Breach of Safety or Security (FEB 2002)

1852.225-70 Export Licenses (FEB 2000)

1852.237-72 Access to Sensitive Information (JUN 2005)

1852.237-73 Release of Sensitive Information (JUN 2005)

1852.246-72 Material Inspection and Receiving Report (APR 2015)

52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment. As prescribed in 4.2105(a), insert the following provision:

Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Nov 2021)

The Offeror shall not complete the representation at paragraph (d)(1) of this provision if the Offeror has represented that it “does not provide covered telecommunications equipment or services as a part of its offered products or services to the Government in the performance of any contract, subcontract, or other contractual instrument” in paragraph (c)(1) in the provision at 52.204-26, Covered Telecommunications Equipment or Services— Representation, or in paragraph (v)(2)(i) of the provision at 52.212-3, Offeror Representations and Certifications-Commercial Products or Commercial Services. The Offeror shall not complete the representation in paragraph (d)(2) of this provision if the Offeror has represented that it “does not use covered telecommunications equipment or services, or any equipment, system, or service that uses covered telecommunications equipment or services” in paragraph (c)(2) of the provision at 52.204-26, or in paragraph (v)(2)(ii) of the provision at 52.212-3.

 (a) Definitions. As used in this provision— 

Backhaul, covered telecommunications equipment or services, critical technology, interconnection arrangements, reasonable inquiry, roaming, and substantial or essential component have the meanings provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. 

(b) Prohibition. (1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Nothing in the prohibition shall be construed to— (i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or 

(ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles. 

(2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract or extending or renewing a contract with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract. Nothing in the prohibition shall be construed to— 

(i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or 

(ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles. 

(c) Procedures. The Offeror shall review the list of excluded parties in the System for Award Management (SAM) ( https://www.sam.gov) for entities excluded from receiving federal awards for “covered telecommunications equipment or services”. 

(d) Representation. The Offeror represents that— 

(1) It will, will not provide covered telecommunications equipment or services to the Government in the performance of any contract, subcontract or other contractual instrument resulting from this solicitation. The Offeror shall provide the additional disclosure information required at paragraph (e)(1) of this section if the Offeror responds “will” in paragraph (d)(1) of this section; and 

(2) After conducting a reasonable inquiry, for purposes of this representation, the Offeror represents that— 

It does, does not use covered telecommunications equipment or services, or use any equipment, system, or service that uses covered telecommunications equipment or services. The Offeror shall provide the additional disclosure information required at paragraph (e)(2) of this section if the Offeror responds “does” in paragraph (d)(2) of this section. (e) Disclosures. (1) Disclosure for the representation in paragraph (d)(1) of this provision. If the Offeror has responded “will” in the representation in paragraph (d)(1) of this provision, the Offeror shall provide the following information as part of the offer: (i) For covered equipment— 

(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the original equipment manufacturer (OEM) or a distributor, if known); 

(B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and 

(C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision. 

(ii) For covered services—

 (A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or 

(B) If not associated with maintenance, the Product Service Code (PSC) of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision. 

(2) Disclosure for the representation in paragraph (d)(2) of this provision. If the Offeror has responded “does” in the representation in paragraph (d)(2) of this provision, the Offeror shall provide the following information as part of the offer: 

(i) For covered equipment— 

(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the OEM or a distributor, if known); 

(B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and (

C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision. 

(ii) For covered services— 

(A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or 

(B) If not associated with maintenance, the PSC of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision.

(End of provision)