SUBCONTRACTOR FLOW DOWN DISPUTES CLAUSE

Disputes

(a) Any dispute that arises under or is related to this Agreement and which relates to a matter that gives the Prime Contractor recourse against the U.S. Government under the Prime Contract or applicable law shall be resolved in accordance with the Disputes clause of the prime contract as follows:

(1) Subcontractor will give Prime Contractor a fully supported written claim concerning any such dispute within five (5) years after the claim accrues, but in no event later than final payment under this Agreement, or Subcontractor shall be barred from any remedy for such claim.

(2) Subcontractor will cooperate fully with Prime Contractor in prosecuting any such dispute and will be bound by the outcome unless: (i) Prime Contractor does not afford Subcontractor a reasonable opportunity to participate in the resolution of the dispute, (ii) without Subcontractor's written consent, Prime Contractor settles or takes other action to prejudice Subcontractor's rights concerning the dispute, or (iii) Prime Contractor, having determined to discontinue its own prosecution of the dispute, does not afford Subcontractor an opportunity to continue to prosecute the dispute in Prime Contractor's name;

(3) If Prime Contractor and Subcontractor agree to prosecute Subcontractor's claim under this subparagraph (a), for any such claim for more than $100,000, Subcontractor shall submit with the claim a certification to Prime Contractor and to the contracting officer for the prime contract, signed by an authorized representative of the Subcontractor that: (i) the claim is made in good faith; (ii) the supporting data are accurate and complete to the best of the signatory's knowledge and belief; (iii) the amount requested accurately reflects the contract adjustment for which Subcontractor believes the U.S. Government is liable; and (iv) the signatory is duly authorized to certify the claim on behalf of Subcontractor. Furthermore, Subcontractor shall indemnify and hold Prime Contractor harmless from damages, judgments, (including reasonable attorney's fees), and other liabilities arising from any breach of such certification or any violation of Section 5 of the Contracts Disputes Act of 1978 (4I U.S.C. 604) or any violation of costs common law or statutory prohibitions against misrepresentations, fraud or false statements;

(4) Prime Contractor and Subcontractor will each bear their own costs of prosecuting any such dispute;

(5) If the parties do not agree to proceed in accordance with this paragraph (a), the dispute will be decided in accordance with subparagraph (b) hereof;

(6) Nothing in this Agreement Grants Subcontractor a direct right of action against the United States under the Disputes clause of the prime contract, except insofar as certain intellectual property clauses flowed down from the prime contract may so state or be construed to so provide.

(b) Any other dispute that arises under or is related to this Agreement, as well as any dispute that the parties to do agree to resolve according to the procedures set forth in the foregoing subparagraph (a), may be decided by a court of competent agree that jurisdiction and venue lies exclusively in the courts of the Commonwealth of Virginia.

 (c) The Subcontractor shall proceed diligently with performance of this Agreement, pending final resolution of any request for relief, claim, appeal, or action arising under or relating to the Agreement.

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