Lockheed SearchPros Staffing Agency Agreeement 2019 GDKN Corporation
Lockheed SearchPros Staffing Agency Agreeement 2019 GDKN Corporation
Lockheed SearchPros Staffing Agency Agreeement 2019 GDKN Corporation
THIS AGREEMENT is made and entered into this 17th day of January, 2019 between GDKN Corporation, with
its principal place of business located at 1779 N University Drive, Suite 102, Pembroke Pines, FL 33024
(hereinafter referred to as "Staffing Agency"), and SearchPros Staffing, LLC, a California limited liability
corporation, with its principal place of business located at 6363 Auburn Boulevard, Citrus Heights, California
95621 (hereinafter referred to as “SearchPros”, "Contractor").
Recitals
The following recitals form the underlying basis of this Agreement, and will be construed as an integral part of
this Agreement:
Lockheed Martin Corporation (“Client”, “Lockheed Martin”) completed a selection process to meet its contract
labor sourcing requirements, which resulted in the award of “NPT008 Corporate Pricing Agreement” (the “Client
Contract”) to SearchPros for the provision of Managed Service Provider (“MSP”) services. Under the terms of
the Client Contract, effective October 1, 2018, SearchPros is authorized to manage Contract Labor Personnel
Staffing Agencies in their recruitment and placement of Contract Labor Personnel at Lockheed Martin locations.
SearchPros is engaged in the business of supplying personnel on a temporary, contract or permanent basis. In
order to facilitate the procurement and management of temporary and contract labor, SearchPros has entered a
contractual relationship with a proprietary web-enabled Vendor Management System (VMS). SearchPros will
manage its Lockheed Martin MSP program utilizing the VMS only if needed.
Lockheed Martin has communicated to SearchPros that Staffing Agency is approved to participate in the MSP
program upon execution of this Agreement, which details Staffing Agency’s responsibilities as defined in the
Client Contract.
SearchPros desires to utilize the services of the Staffing Agency to provide certain services, including the
provision of its temporary employees that are to be provided to the Client under the Client Contract. Staffing
Agency desires to provide these services on behalf of and as a subcontractor of SearchPros.
NOW, THEREFORE, Staffing Agency and Contractor, in consideration of the mutual promises herein and other
good and valuable consideration, agree as follows:
The Staffing Agency shall provide the services to the Contractor in accordance with the terms of this Agreement
and the Client’s Contract Labor Personnel requirements communicated to Staffing Agency from time to time by
the Contractor. Staffing Agency agrees that such services shall be provided in strict accordance with (i) the
Client’s Purchase Order (as further described in Attachment C), (ii) the Annotated Redacted Corporate Agreement
attached hereto as Attachment C (representing the Staffing Agency’s obligations to Contractor and/or Client
pursuant to the Client Contract), and (iii) Client Site-Specific Requirements which Contractor will distribute to
Staffing Agency and update from time to time. Communication of the Client’s Contract Labor Personnel
requirements shall typically be made through the MSP Program. The Staffing Agency shall be compensated in
accordance with the fee basis specified in the Client’s Purchase Order, the terms and conditions specified in this
Agreement and the Rate Schedule included as Attachment A hereto, which represents the approved not-to-exceed
rates payable to Staffing Agency.
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Contractor shall establish, staff, operate and manage a Managed Services Provider Office (“MSP Office”) to
provide all consolidated administrative services that are required by the Client Contract. Based on the diverse
ways the Client business units handle procurement processes, for a given business unit these services may include
receipt/distribution of requests for Contract Labor Personnel, receipt/distribution of subcontractor submittals,
facilitation of Client candidate evaluation and interviewing processes, facilitation of candidate “on boarding”
processes, time and expense administration, invoicing, communications office, payment distribution,
etc. Contractor will apply SearchPros MSP Processes, as appropriate to optimize these administrative services.
Contractor shall publish and update from time to time MSP program operations manuals and guides regarding all
MSP program requirements and processes.
Contractor’s fees for providing MSP services shall be vendor funded. Contractor approved time of Staffing
Agency’s assigned Contract Labor Personnel shall be passed through to Staffing Agency by Contractor minus the
MSP service fee.
Commencing with the effective date of this Agreement, the MSP Office shall provide Staffing Agency access to
Client’s requests for Contract Labor Personnel for such Client business units, labor categories and geographies
for which Staffing Agency is an approved supplier, and in keeping with Client’s direction with regards to staffing
agency tiers and preferences. Staffing Agency agrees to immediately communicate to the MSP Office all requests
for Contract Labor Personnel it may directly receive from Client personnel.
Notwithstanding the foregoing, Staffing Agency acknowledges that Contractor is responsible for compliance with
Client MSP program performance level expectations for metrics including cost savings (as measured from
“Baseline” pricing established for the MSP Program and communicated to staffing agencies from time to time),
retention of Contract Labor Personnel started, response time (acknowledgement of request), response time
(forwarding of submittals to Client managers by the MSP Office), fill ratio, manager satisfaction and other
measures more fully described in Exhibit B of Attachment C, as may be revised from time to time. Staffing
Agency acknowledges its obligation to diligently provide services for each business unit, labor category and
geography in which it participates and to work to achieve metrics-based performance goals established by the
MSP Office. Staffing Agency agrees that Contractor’s MSP Office shall have the authority to take such actions
reasonably necessary to assure compliance with the Client’s MSP program performance level expectations, which
may include but are not limited to corrective action requests, changes in the scope of Staffing Agency’s access to
requests for Contract Labor Personnel for certain Client business units and/or labor categories and/or geographies
based on Staffing Agency’s failure to respond to corrective action requests, suspension of Staffing Agency access
to Client requests for Contract Labor Personnel, and termination of this Agreement. Barring unforeseen
circumstances, Contractor contemplates providing quarterly reports showing Staffing Agency’s performance in
all metrics relevant to the Client’s expectations, and how such performance compares with the highest and lowest
scoring suppliers.
2. Term
This Agreement shall take effect on the date executed, and either party may terminate this Agreement at any time
by giving a 30-day prior written notice to the other party. In addition, Contractor shall have the right to terminate
this Agreement at any time with not less than one (1) days’ prior written notice to Staffing Agency, if either (i)
the Client requests such termination; (ii) Staffing Agency is in breach or violation of this Agreement; or (iii)
Staffing Agency is suspended or disbarred from U.S. Government contracting. Staffing Agency acknowledges
and agrees that, in the event the Client Contract is terminated, in keeping with the Client Contract, Lockheed
Martin shall have the right to assign this Staffing Agency Agreement including, but not limited to, the negotiated
rates, to Lockheed Martin or to the successor MSP services providers.
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3. Confidentiality, Intellectual Property
Staffing Agency warrants that during the term of this Agreement or anytime thereafter, it will not divulge to any
other person, firm or corporation either directly or indirectly, whether obtained before, during or after its
engagement with SearchPros, the following: (i) the names and/or addresses of SearchPros’ clients and business
contacts; (ii) the names and/or addresses of SearchPros’ employees, agents or personnel resources; (iii)
information relating to SearchPros’ services, marketing and promotion methods, service pricing, or business
methods; and (iv) any other information which SearchPros communicates to Staffing Agency and identifies as
being confidential.
In addition, during the term of this Agreement and any time thereafter, all information listed above shall be
considered a trade secret and the property of Contractor and any and all records, papers, documents and/or copies
thereof pertaining to such information shall be returned immediately upon the termination of Staffing Agency’s
engagement.
Staffing Agency’s confidential information, including Staffing Agency’s pricing and information relating to
Staffing Agency’s employees, shall be held in confidence by SearchPros, and the use of such confidential
information shall be limited to SearchPros’ fulfillment of its obligations to Lockheed Martin under the Client
Contract, and access to such confidential information shall be limited to MSP Office personnel and Client
personnel with a need to access such information.
Further, Staffing Agency agrees that it and its Contract Labor Personnel shall fully comply with all Intellectual
Property covenants specified in Attachment C.
4. Good Faith
It is understood that both parties will operate in good faith. It is further understood by the Staffing Agency that
all correspondence, communication, transmittals and communiqués, both verbal and nonverbal, will take place
between the Staffing Agency and the Contractor’s MSP Office, and that the Staffing Agency is not permitted to
contact the Client, including marketing activity, except as authorized by Contractor’s MSP Office.
5. Entirety
This document and all exhibits, attachments, and modifications incorporated herein shall be the entire
understanding and agreement between the parties with respect to the subject matter set forth herein, and all prior
agreements, understandings, covenants, promises, warranties, and representations, oral or written, express or
implied, not incorporated herein are superseded hereby. This Agreement may not be amended, modified, altered,
supplemented, or changed in any way except in writing, signed by the parties and attached hereto as an
amendment.
This Agreement shall in all respects be interpreted, enforced and governed by and under the laws of the State of
Maryland, USA, excluding its choice of law rule. The invalidity or unenforceability of a particular paragraph or
sub-paragraph of this Agreement shall not affect the other provisions hereof, and this Agreement shall be
construed as if such invalid or unenforceable paragraph or sub-graph was omitted.
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Staffing Agency agrees that failure to pay its Contract Labor Personnel in a timely manner (weekly or biweekly
or monthly; and in compliance with Federal, State and Local laws) will result in inconvenience to Contract Labor
Personnel, disruption of service to Client and adversely affect Contractor's relationship and goodwill with the
Client. If Contractor is informed (by Contract Labor Personnel, Client or any other party) that Staffing Agency is
unable or unwilling to pay Contract Labor Personnel, or otherwise does not pay Contract Labor Personnel in a
timely manner, Contractor shall inform Staffing Agency of such occurrence in writing, and require the Staffing
Agency to take immediate remedial action to ensure that the Contract Labor Personnel is immediately paid any
and all arrears due. Failure of Staffing Agency to resolve such an issue on a timely basis or to prevent recurrences
shall result in disciplinary actions, up to and including termination from the MSP program.
8. Non-Solicitation
Staffing Agency agrees that (i) during the term of this Agreement, or (ii) during the period the Staffing Agency
is receiving any fees from the Contractor pursuant to this agreement or (iii) for a period of one year following
either the termination of this Agreement or cessation of above fees from the Contractor, whichever is later, it will
not for any reason whatsoever, directly or indirectly (whether as an employee, agent, consultant, joint venture,
partner, lender or investor, owner, shareholder, director or officer): (i) induce, solicit, divert, take away or attempt
to induce, solicit, divert or take away any employee of the Contractor or of any other subcontractor of Contractor
serving the Client, including, but not limited to, leased or retained employees, agents and contractors, at the date
hereof or in the future (collectively referred to as “Employees” for the purpose of this Section) to become an
employee of, be the agent for, or be a consultant or contractor to, any other business or organization; (ii) request
or advise the Client to withdraw, curtail or cancel business with the Contractor or request or advise any Employees
to withdraw, curtail, terminate or cancel their employment or association with the Contractor or any other
subcontractor of Contractor serving the Client; and, (iii) disclose to any person, firm, corporation or any other
business entity the names or addresses of any of the Employees of the Contractor or of any other subcontractor
of Contractor serving the Client.
Unless otherwise requested by Client, Contractor’s MSP Office shall be responsible for the collection and
consolidation of billable time and billable expense information for Staffing Agency’s Contract Labor Personnel,
and the production of invoices to the Client. Contractor shall pay to Staffing Agency the total weekly time
submitted and approved for each assigned Contract Labor Person extended by the approved billing rate, and the
total weekly expenses for each assigned Contract Labor Person submitted and approved by Client, less any fees
(including but not limited to credit card payment processing fees) deducted by the Client.
Such payments shall be made by electronic ACH transfer or check as applicable to an account designated by
Staffing Agency following receipt of payment from Client, in no event later than 15 business days following
receipt by SearchPros. SearchPros’ pass-through payment of such fees shall be in full payment and satisfaction
for all services performed by Staffing Agency under this Agreement.
Staffing Agency acknowledges and agrees that this Agreement is subject to the Client Contract. Contractor
represents and warrants to Staffing Agency that, as of the signing date of this Agreement, the terms of this
Agreement are not in conflict with the Client Contract. Staffing Agency acknowledges and agrees that
Attachment C is subject to revision based upon any revisions to the Client Contract.
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Contractor will be utilizing a web-based automated Vendor Management System (VMS) in order to automate
business processes relating to its provision of services that will be provided by the MSP Office under this
Agreement. The VMS System includes electronic processes to automate: the identification and communication
of staffing requirements and any changes thereto to Contractor and its suppliers; fulfillment of Client staffing
requirements by Contractor and its suppliers; the capture and reporting of Contract Labor Personnel billable time
and billable expenses; and the formatting and transmission of electronic invoices to Clients. Contractor will
provide the VMS System to Staffing Agency for rendering services pursuant to this Agreement under the terms
of the VMS System Limited Use Software License and Indemnification Agreement, to be provided by VMS upon
engagement.
Staffing Agency will maintain in effect during the term of this Agreement any and all Federal, State, and/or Local
licenses and permits which may be required of a corporation transacting business as a staffing service provider.
Neither Contractor nor Staffing Agency shall be responsible for failure or delay in assigning its employees to
Client if such failure or delay is due to labor disputes and strikes, fire, riots, war, acts of God, or any other causes
beyond their control. Staffing Agency may not assign this Agreement, in whole or in part, without the prior written
consent of Contractor. This Agreement shall be binding upon the parties hereto, their successors, heirs and assigns,
as permitted. The parties agree that in the event a dispute arises underneath the provisions of this Agreement or
attendant documents, that such matter shall be submitted to binding arbitration with the American Arbitration
Association in Sacramento, California, pursuant to its rules and regulations.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly
authorized officers as of the day and year shown above.
Myla Ramos
Name Name
CEO/President
Title Title
Date: ________________________
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ATTACHMENT A – RATE SCHEDULE
I acknowledge that I have received a copy of our Staffing Company awarded Not To Exceed (NTE) Rate
Schedule(s) as awarded by Lockheed Martin and/or SearchPros.
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ATTACHMENT B
Annotated Redacted Corporate Agreement
Staffing Agency agrees to perform the obligations imposed upon “Supplier” or “Seller” and to cause its employees
to comply with the obligations imposed upon “Supplier’s” or “Seller’s” Contract Labor Personnel contained in
the attached sections of SearchPros Staffing, LLC’s NPT008 Corporate Pricing Agreement (“CPA”)with
Lockheed Martin, including its incorporated exhibits, and the following annotations (together, the “Annotated
Redacted Corporate Agreement”), subject to any changes in the Client Contract (as defined in the Agreement).
All named documents are hereby incorporated in this Agreement. In the event the Client Contract contains
obligations which apply to participating suppliers and/or their employees, which have been inadvertently omitted
from the Redacted Corporate Agreement, Contractor reserves the right to amend this Attachment C to the Staffing
Agency Agreement to properly reflect the pass through of such obligations.
Certain sections of these documents which do not in any way relate to Staffing Agency’s services or
obligations under this Agreement have been redacted to avoid confusion.
2. Staffing Agency acknowledges and agrees that while several provisions of the Annotated Redacted
Corporate Agreement imply that Staffing Agency will communicate directly with Lockheed Martin,
Staffing Agency understands SearchPros’ role as manager of the MSP Office, and specifically that
SearchPros will facilitate all communication between Staffing Agency and Lockheed Martin except
as otherwise authorized by the MSP Office.
4. The document referred to in the Redacted Corporate Agreement as Exhibit B, C and D CORPDOC,
are Lockheed Martin required forms available on their website, links will be provided and are
nonnegotiable flow downs to work with Lockheed Martin and are hereby incorporated into the
Agreement.
5. Staffing Agency acknowledges and agrees that in Section 5 of the CPA, the term “Supplier” applies
to SearchPros only. Staffing Agency is prohibited from subcontracting any of its responsibilities
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under the Agreement to another firm. This paragraph has been included for informational purposes
only.
6. Staffing Agency acknowledges and agrees that in Section 7.2, the “Payment Terms” applies to
SearchPros only, SearchPros payment terms to Staffing Agency is outlined in Section 9 of the
Staffing Agency Agreement.
7. Staffing Agency acknowledges and agrees that in Section 9. Small Business Source the term “Seller”
applies to SearchPros Only. Staffing Agency understands SearchPros’ role as manager of the MSP
Office, and specifically that SearchPros will facilitate all communication between Staffing Agency
and Lockheed Martin except as otherwise authorized by the MSP Office.
8. In Section 10, Staffing Agency acknowledges and agrees that Lockheed Martin’s “Audit Rights”
also applies to SearchPros as the Awarded MSP Program Managers for Lockheed Martin.
9. In Section 11, Staffing Agency acknowledges and agrees that submittal of the Lockheed Martin’s
“Performance Metrics” requirements will be tracked through selected VMS utilized by the Program
and submitted to SearchPros as the Awarded MSP Program Managers for Lockheed Martin.
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ANNOTATIONS REGARDING EXHIBIT E – CORPORATE STATEMENT OF WORK
13. Exhibit E – Corporate Statement of Work pertains almost entirely to SearchPros’ role as the
Managed Services Provider (“MSP”), and therefore is provided to Staffing Agency primarily for
information purposes regarding specifics of the MSP program SearchPros will operate on behalf of
Lockheed Martin. Unlike the annotations that relate to other documents, the annotations that pertain
to Exhibit E are limited to discussion of paragraphs that do directly pertain to Staffing Agency. All
paragraphs in Exhibit E that are not annotated below are provided for information purposes only.
14. In paragraph 4.3.5 and paragraph 4.3.7, Staffing Agency acknowledges and agrees to specific
obligations relating to the completeness of information relating to Staffing Agency candidates and
the requirement to “blind” resumes as part of the candidate submittal process.
15. In paragraph 4.6.5, Staffing Agency acknowledges and agrees that it will work in good faith with
the MSP Office to achieve Lockheed Martin’s MSP Program savings goals, including but not limited
to complying with Staffing Agency’s established not-to-exceed Bill Rates and mark-up, working in
good faith to reduce overtime charges and complying with Lockheed Martin’s FICA recapture
requirements by refunding any FICA amounts that exceed established FICA “caps”.
16. Staffing Agency acknowledges and agrees to ensure that its Contract Labor Personnel comply with
MSP program time and expense submission and approval requirements in keeping with paragraph
4.7.3.3.
17. In paragraph 5.1, Staffing Agency acknowledges and agrees that, collectively, SearchPros, Staffing
Agency and all other approved subcontractors are required to meet or exceed the stated Service Level
Agreement requirements.
18. In paragraphs 6.3 (including sub-paragraphs), Staffing Agency agrees to cooperate as required by
SearchPros to compile, present, explain and assist in the resolution of issues pertaining to audits of
Staffing Agency’s assigned Contract Labor Personnel.
19. In paragraph 8.1 (including sub-paragraph), Staffing Agency acknowledges and accepts Lockheed
Martin’s rights to hire Contract Labor Personnel as stated in the paragraph. Staffing Agency agrees
that it shall not incorporate in its agreements with Contract Labor Personnel any covenants which
would limit or interfere with Lockheed Martin’s rights in this regard, and that in the event a
restrictive covenant is incorporated in a Staffing Agency agreement with a Contract Labor Person,
such covenant shall be null and void.
20. In paragraph 8.2 (including sub-paragraph), Staffing Agency agrees to cooperate to ensure proper
completion of candidate on-boarding documentation and proper education of candidates.
21. In paragraph 8.2.1 (including sub-paragraphs), Staffing Agency acknowledges and agrees to meet
all communicated candidate qualification and on-boarding requirements.
22. In paragraph 8.3.1.4, Staffing Agency acknowledges and agrees that, for some Lockheed Martin
facilities where SearchPros does not place an on-site MSP Office representative, Staffing Agency
may be required to fulfill certain on-site responsibilities, including but not limited to those detailed
in this paragraph.
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23. In paragraph 8.4 (including sub-paragraph), Staffing Agency agrees to immediately notify
SearchPros should the described events occur with regard to a Staffing Agency candidate or Contract
Labor Person.
By signing below, Staffing Agency agrees to the terms of the Annotated Redacted Corporate Agreement.
Signature: Signature:
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EXHIBIT B
I acknowledge that I have received a copy of the Lockheed Martin CORPDOC 1SER and CORPDOC 1 T&M.
Commercial Subcontracts/Purchase Orders, dated 2018 and the T&M General Provisions for the Commercial
Time and Materials and Labor Hour subcontracts/Purchase Orders, dated 2018:
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EXHIBIT C
I acknowledge that I have received a copy of the Lockheed Martin CORPDOC 2 SER General Provisions and
FAR Flow down Provisions for Subcontracts/Purchase Orders for Commercial Items under a US Government
Price Contract, dated 2018:
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EXHIBIT D
I acknowledge that I have received a copy of the Lockheed Martin CORPDOC 3 SER General Provisions and
FAR Flow down Provisions for Subcontracts/Purchase Orders (All Agencies) for Non-Commercial Items Under
a US Government Prime contract, dated 2018:
Authorized
Signature:_________________________________________________________________________________
_____________________________________________
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EXHIBIT E – MSP STATEMENT OF WORK
(Site Specific Statement of Work to be Added as Reference or Amendment if applicable)
1. INTRODUCTION
1.1. Headquartered in Bethesda, Maryland, Lockheed Martin is a global security and aerospace company that
employs approximately 97,000 people worldwide and is principally engaged in the research, design,
development, manufacture, integration and sustainment of advanced technology systems, products and
services.
1.2. Lockheed Martin's operating units are organized into broad business areas.
1.2.1. Aeronautics, with approximately $17.8 billion in 2016 sales which includes tactical aircraft, airlift,
and aeronautical research and development lines of business.
1.2.2. Missiles and Fire Control, with approximately $6.6 billion in 2016 sales that includes the Terminal
High Altitude Area Defense System, PAC-3 Missiles as some of its high-profile programs.
1.2.3. Rotary and Mission Systems, with approximately $13.5 billion in 2016 sales, which includes
Sikorsky military and commercial helicopters, naval systems, platform integration, simulation and
training and energy programs lines of business.
1.2.4. Space Systems, with approximately $9.4 billion in 2016 sales which includes space launch,
commercial satellites, government satellites, and strategic missiles lines of business.
2. SCOPE
2.1. The purpose of entering into this agreement is to have Managed Services Providers (“MSP”) oversee the
sourcing of Contract Labor Personnel by Contract Labor Personnel Staffing Agencies (“Staffing
Agencies”) to Lockheed Martin as defined in the Preferred Agency List.
2.2. Ensure MSPs interface as appropriate with Staffing Agencies to assist in sourcing Contract Labor
Personnel
2.3. Have MSPs provide standard reports and ad-hoc reporting as needed regarding subcontractor management
of the Staffing Agencies and Contract Labor Personnel, as well as any other information and data as may
be required to satisfy Lockheed Martin’s record keeping requirements
2.4. Overall, the MSP agrees to furnish the necessary personnel, materials (hardware and/or software) and
services required to complete the requirements of this SOW in the overall implementation, monitoring
and general administration of the provision of Contract Labor Personnel from Staffing Agencies to meet
the temporary staff requirements of Lockheed Martin (collectively referred to herein as the “Program”)
2.5. For the duration of the agreement, the MSP will direct spend to Lockheed Martin’s existing preferred
Staffing Agencies in a vendor neutral model.
3. DEFINITIONS
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3.1. Managed Services Provider or “MSP” - Any Supplier who, providing Services in accordance with this
Agreement, manages Contract Labor Personnel Staffing Agencies in their recruitment and placement of
Contract Labor Personnel at Lockheed Martin Locations.
3.2. Bill Rate - The hourly rate of pay billed to an MSP (defined below) by a Staffing Agency for Contract
Labor Personnel. The Bill Rate includes the Direct Pay Rate and the Staffing Agency mark-up but does
not include the MSP Management Fee.
3.3. Contract Labor Personnel - Temporary personnel to include clerical, accounting, administrative,
engineering, production, technical and information technology disciplines provided on an “as needed”
basis to perform Services. Contract Labor Personnel are employees of a Contract Labor Personnel
Staffing Agency and are not Lockheed Martin employees.
3.4. Contract Labor Personnel Staffing Agency or Staffing Agency - Any subcontractor who enters into an
agreement with the Managed Services Provider that is involved in the recruitment and placement of
Contract Labor Personnel to support Lockheed Martin’s requirements for Contract Labor Personnel.
3.5. Direct Pay Rate - The hourly rate of pay received by the Contract Labor Personnel.
3.6. Lockheed Martin Identified Contract Labor Personnel (Payroll) - Any Contract Labor Personnel
providing Services to Lockheed Martin as a result of being referred by Lockheed Martin or any of its
businesses or subsidiaries as a candidate to support Lockheed Martin’s requirements for Contract Labor
Personnel.
3.7. MSP Bill Rate - The Bill Rate (including the MSP Management Fee).
3.8. MSP Management Fee - The fee paid by Lockheed Martin for the services performed by the Managed
Services Provider under this Agreement.
3.9. Mark-up - The percentage amount added to the Direct Pay Rate that determines the fixed Bill Rate. The
mark up covers all employment taxes, statutory costs, mandatory insurance, employee benefits, overhead
and profit.
3.10. Non-RFQ Positions - Any positions not identified as an RFQ Position (defined below).
3.11. Non-Preferred Staffing Agency - Staffing firm identified as a preferred provider through a competitive
RFQ, but not specifically for the RFP Position (defined below) in question.
3.12. Other Staffing Agency - Staffing firm that is neither a Preferred Staffing Agency (defined below) nor a
Non-Preferred Staffing Agency.
3.13. Preferred Staffing Agency - Staffing firm identified by Lockheed Martin as a preferred provider through
a competitive RFQ for a specific RFQ Position (defined below).
3.14. RFQ Positions - Positions identified in the RFQ to be staffed by Preferred Staffing Agency with most
competitive bid.
3.15. Recruited Contract Labor Personnel - Any Contract Labor Personnel providing Services to Lockheed
Martin as a result of being originally identified, recruited, researched, interviewed, screened and
recommended as a candidate to support Lockheed Martin’s requirements for Contract Labor Personnel by
a Contract Labor Staffing Agency.
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3.16. Requesting Manager - Any Lockheed Martin manager that has the authority to request Contract Labor
Personnel.
3.17. All other capitalized references made herein are as defined in Services Agreement Number (NPT008), as
executed between the MSP and Lockheed Martin.
4. RESPONSIBILITIES
4.1. Lockheed Martin’s Temporary Staffing Needs
4.1.1. Lockheed Martin Requisitions - All requisitions advertising the temporary staffing requirements of
Lockheed Martin shall be placed through the MSP’s web-based software tool (see section 4.2 below).
Lockheed Martin, at its option, may elect to populate existing job description template or to modify
current templates to create new position description more tailored to a particular effort.
4.1.1.1.The MSP System should be able to accommodate any site-specific requirements. The MSP
shall review requisitions prior to publication to Staffing Agencies to ensure completeness.
4.1.1.2.It is the responsibility of the MSP to assure that a file consisting of the requirements contained
within the Lockheed Martin requisition; all necessary information regarding candidates for
potential assignment as Contract Labor Personnel in relation to such requisition(s); and
outcome as to disposition, e.g. assignment / no assignment, is maintained for each requisition.
4.2. MSP Software Tool & System Access (“System”)
4.2.1. System Access - The MSP will furnish a System that provides for access to software having the
ability to track real-time status of the recruiting process (e.g. job posting closed, interview, etc.) and
any the steps taken by the MSP in the provision of Contract Labor Personnel to Lockheed Martin. The
System must be accessible by Lockheed Martin desktops via the internet. The System shall be hosted
external to the Lockheed Martin intranet at a physically secure facility, having adequate surveillance
and climate control, within the United States (see EXHIBIT F to MSP SOW “INFORMATION &
DATA SECURITY REQUIREMENTS” FOR FURTHER SYSTEM SECURITY
REQUIREMENTS). The MSP will furnish a System that provides for access to software having the
ability to track real-time status of the recruiting process (e.g. job posting closed, interview, etc.) and
any the steps taken by the MSP in the provision of Contract Labor Personnel to Lockheed Martin.
The System must be accessible by Lockheed Martin desktops via the internet. The System shall be
hosted external to the Lockheed Martin intranet at a physically secure facility, having adequate
surveillance and climate control, within the United States.
4.2.2. Minimum Functionality Requirements of the System:
4.2.2.1. Password & User Account Management
4.2.2.2. Add, copy, edit, sort, query and delete records
4.2.2.3. Internet Accessible
4.2.2.4. Create, view and print reports and, as applicable, DD254 forms
4.2.2.5. Track security clearance information of cleared Contract Labor Personnel (applications,
briefings, tasks, audit trail)
4.2.2.6. Report and track incidents to detail date, type, Contract Labor Personnel involved, findings
and resolution by the MSP
4.2.2.7. Ability to track each site’s available budget and allow visibility into bill rates and total
contract labor spend.
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4.2.2.8. Data must be easily exportable in an easily readable, generic database format in the event of
termination or transfer.
4.2.2.9. Provide inter-site communication of “no hire” names of persons previously released with
cause.
*REFERENCE EXHIBIT F; Attachment to MSP SOW “INFORMATION & DATA
SECURITY REQUIREMENTS” FOR FURTHER SYSTEM SECURITY REQUIREMENTS
4.2.3. If software utilized by the System is licensed by the MSP from a third-party source, then the MSP
shall ensure at a minimum that:
4.2.3.1. It has further established with such third party to enable use by Lockheed Martin of the
software and can provide proof of such right; and
4.2.3.2. It shall continue to provide the software, or substantially equivalent performing software in
the alternative, even in the event of any occurrence where the original third-party source
discontinues support of the software.
4.2.4. Feedback - MSP should utilize whatever feedback is provided by a Requesting Manager to
disposition candidates. The MSP System must capture this electronic feedback from Lockheed Martin
regarding a candidate’s rejection and/or acceptance and communicate such reasons and status in a
succinct manner back to the relevant Staffing Agency.
4.2.5. Timekeeping - The MSP’s software tool must be able to interface with and receive information from
any type of Lockheed Martin automated timekeeping system. At Lockheed Martin sites without an
automated timekeeping system, the MSP’s software tool must provide the functionality to keep
accurate record of the time services are performed by Contract Labor Personnel in an electronic
format. If the Lockheed Martin site prefers to use the MSP’s timekeeping offering the MSP’s tool
must have the same capabilities and functionality as Lockheed Martin.
4.2.6. Customization - Any additional functional or technical specifications that may be needed to support
the site-specific needs of a Lockheed Martin Location will be addressed by the MSP and the relevant
Lockheed Martin site. Lockheed Martin will incur no additional cost for such customization of the
MSP System or for any interfaces required to provide connectivity between the System and Lockheed
Martin’s applications (e.g., payment or timekeeping systems).
4.2.7. Training - The MSP is responsible for training any Lockheed Martin personnel on use of its web-
based software tool. Lockheed Martin may request additional training depending on site needs.
4.2.8. Record storage - The MSP System should hold any information relating to the steps taken by the
MSP in the provision of Contract Labor Personnel to Lockheed Martin as may be created for all
transactions (e.g., whether a candidate is assigned to work at a Lockheed Martin Location or not) for a
period of at least five (5) years from the MSP’s receipt of the Lockheed Martin requisition in the
System. Requesting Managers shall be able to get any relevant information needed from the MSP
through access to the System, in archive or other form, on a per-placement basis. The MSP System
shall also be able to accommodate, at least on a periodic basis and in accordance with Lockheed
Martin direction, the downloading of larger data dumps to facilitate Lockheed Martin’s need to access
information pursuant to its own records handling, storage and destruction policies and procedures.
4.3. MSP Identification and Recruitment of Contract Labor Personnel
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4.3.1. Vendor Neutrality - The MSP will staff using the order of preference, outlined in Section 4.3.4 of
this SOW, for a period of twenty-four (24) months following the implementation period.
4.3.1.1.REDACTED.
4.3.2. Candidate Sourcing - The MSP has the ability to source either Lockheed Martin Identified
Contract Labor Personnel or Recruited Contract Labor Personnel to meet the prospective tasks and
staffing requirements of Lockheed Martin who, in the MSP's opinion, are qualified and have the
requisite competency in accordance with the applicable labor categorization. The MSP System shall
have the capability to manage a candidate approval routing process within the MSP System for
relevant Lockheed Martin approvers in accordance with each of Lockheed Martin’s site’s policies and
procedures.
4.3.3. Lockheed Martin Identified Contract Labor Personnel - When Lockheed Martin identifies
candidates that may be suitable for assignment as Contract Labor Personnel to meet its prospective
tasks and staffing requirements:
4.3.3.1.The MSP is responsible for having a process in place that would manage the Lockheed Martin
Identified Contract Labor Personnel. This process should include integration into the MSP’s
database of Contract Labor Personnel, as well as communication to Lockheed Martin Human
Resources to verify their employment / termination status.
4.3.3.2.A justification must be filled out be the Hiring Manager and approved before a Lockheed
Martin Identified candidate can start his/her assignment. The MSP should not proceed with the
approval process until a justification is received / entered into the System
4.3.4. Lockheed Martin Recruited Contract Labor Personnel - When originally identifying, researching,
recruiting, interviewing, screening and recommending any candidates as potential Recruited Contract
Labor Personnel for assignment to a Lockheed Martin Locations, the MSP should source Contract
Labor Personnel from entities as provided for in the order of preference listed below, only going to the
next level if the position is not able to be staffed:
4.3.4.1. Preferred Staffing Agencies
4.3.4.2. Non-Preferred Staffing Agencies
4.3.4.3. Other Staffing Agencies
4.3.4.4. Lockheed Martin will periodically review that the MSP is performing Services in
accordance with this requirement. See the MSP Audits provision below.
4.3.5. Candidate Submittals - The MSP must ensure that all Staffing Agencies, when providing
information about potential candidates, populate the same standard resume format, complete all
required fields and upload such resume forms to the MSP System. If all required fields are not filled
in by the Staffing Agencies, then the forms should not be submitted to Lockheed Martin for
consideration. The MSP is responsible to identify and address when resumes have been submitted for
an individual candidate from multiple Staffing Agencies.
4.3.6. Standard of Review - The MSP shall manually review the qualifications of all potential candidates to
assess each individual’s technical and soft skills. The use of keyword searches without manual review
is unacceptable to Lockheed Martin. The MSP shall ensure that it utilizes experienced personnel to
perform this process of review who have extensive background in sourcing candidates pursuant to any
relevant contract labor categorizations.
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4.3.7. Resume Submission - The MSP shall always submit blind resumes of potential Contract Labor
Personnel to Lockheed Martin for consideration. A blind resume is one in which, for example, the
candidate’s name, age, race, religion, sex and company that he/she works for is not identified. Where
such information is provided electronically, the system the MSP makes available for Lockheed Martin
use must also account for the facilitation of this requirement.
4.4. Assistance with Pre-Consideration of Potential Contract Labor Personnel
4.4.1. Interview Scheduling Process - The MSP will coordinate all Contract Labor Personnel candidates
for interviews with Lockheed Martin Requesting Managers, as may be needed.
4.4.1.1.Once a Requesting Manager identifies a candidate for an interview, the MSP will notify,
coordinate and schedule the interview between the Requesting Manager and candidate, all of
which will be managed using the MSP System. These interviews will typically be conducted
over the telephone as a measure to ensure a candidate’s appropriate fit for a particular effort
and may be administered by the MSP on behalf of the Requesting Manager.
4.5. Program Management
4.5.1. Program Direction - The MSP will facilitate communication between itself and Lockheed Martin
Steering Committee(s), as well as between itself and any Staffing Agency Steering Committee(s) that
an agency may form to monitor it’s the success of its own performance of services in support of the
sourcing of Contract Labor Personnel offered to meet the short-term staffing requirements of
Lockheed Martin.
4.5.1.1.Participants of any Lockheed Martin Steering Committee(s) will be defined at a site-specific
level. It will be comprised of team members across all Business Areas and is still being
determined.
4.5.1.2.The MSP Point of Contact will work with Lockheed Martin to ensure that the Program runs
smoothly and meets Lockheed Martin’s organizational objectives.
4.5.2. MSP Personnel Availability and Level of Commitment - The MSP recognizes that, during periods
of transition and implementation at a Lockheed Martin Location, different functional areas of
Lockheed Martin (for example, Human Resources, Finance, Procurement, etc.) may be required to
provide input that would be necessary to facilitate establishment of the Program in general and at a
site by site level. The MSP is responsible for follow-up with the Lockheed Martin Point of Contact(s)
and with any Lockheed Martin designee that may represent a particular functional area, as appropriate,
when any delay occurs.
4.5.3. MSP Personnel Support - REDACTED
4.5.4. Onsite Representation - REDACTED
4.5.4.1.Program Liaison Function (optional) - REDACTED
4.5.4.2.General Administrative Function - The Administrator is responsible for providing all
administrative duties associated with current or potential Contract Labor Personnel, to include
(but not limited to):
4.5.4.2.1. Process of resumes
4.5.4.2.2. Screen resumes
4.5.4.2.3. Set up interviews
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4.5.4.2.4. Maintain Check List used for in-processing of new Contractor; provide copy to
the Procurement
4.5.4.2.5. Track individual performance/training
4.5.4.2.6. Make travel arrangements
4.5.4.2.7. Assure Contractor complete all mandatory training and certifications;
4.5.4.2.8. Process requests for computer access and otherwise assist Contractor
4.5.4.2.9. Perform out-processing
4.5.4.2.10. Notify appropriate Lockheed Martin personnel when Contractor leaves, to
terminate system accesses
4.5.4.2.11. Maintain a copy of each Associate Agreement
4.5.4.2.12. Provide reports as requested by Project Manager or Lockheed Martin Site
Management.
4.5.4.2.13. May be responsible for providing Contractor with desk and phone
4.6. Quarterly Business Reviews (QBR)
4.6.1. QBRs will be held at various Lockheed Martin locations across the US and will be attended by
various Lockheed Martin employees.
4.6.2. Discussion topics for the QBR will include but are not limited to:
4.6.2.1. Spend
4.6.2.2. Savings
4.6.2.3. Performance
4.6.2.4. Corrective actions
4.6.2.5. General Concerns
4.6.2.6. Site-Specific Issues
4.6.2.7. Labor need forecasts
4.6.2.8. Exceptions
4.6.3. It is Lockheed Martin’s expectation that the MSP will take note of any feedback it provides to the
MSP in these QBR sessions with regards to Staffing Agency performance (or as otherwise provided in
the MSP System) and work with any respective Staffing Agency to improve the quality of Services
provided to Lockheed Martin.
4.6.4. The MSP will periodically assist Lockheed Martin in forecasting contract labor needs. Information of
contract labor volume and anticipated needs may be provided by Lockheed Martin to the MSP onsite
personnel.
4.6.5. The MSP must generate savings opportunities for Lockheed Martin where applicable, for example
through Bill Rate Reductions, overtime reductions and FICA recapture where FICA was overbilled
for specific candidates. The MSPs savings will be measured using the baseline Markup Rates and Bill
Rates offered by the Preferred Staffing Agencies at the beginning of the agreement. The MSP must
identify and document savings during each QBR and annual review.
4.7. Subcontractor Management
4.7.1. Agreements with Staffing Agencies - The MSP will be responsible to provide all information,
oversight and payment to any Staffing Agencies that is necessary to enable their making qualified
Contract Labor Personnel available to meet Lockheed Martin’s short-term staffing requirements.
4.7.1.1.Failure by the MSP to enter into contractual arrangements with all Staffing Agencies that may
assign candidates to meet the prospective tasks and staffing requirements of Lockheed Martin
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shall constitute default on the part of the MSP. While Lockheed Martin will not be involved
contractually with the Staffing Agencies, it is the obligation of the MSP hereunder to make
available copies of such agreements which define the relationship between the MSP and the
Staffing Agencies and retain copies for so long a period as is provided herein.
4.7.2. Supplier Performance - The MSP is responsible to provide performance measurements on Staffing
Agencies that have provided Contract Labor Personnel for assignment at a Lockheed Martin Location.
4.7.3. MSP Payments to Staffing Agencies - The MSP will generally be paid in the time-frame agreed
upon by the MSP and the applicable Lockheed Martin Location in which Contract Labor Personnel
provide services. Supplier shall have the capability to support “invoice-less” or auto-pay processes.
Invoices for pre-approved and properly supported travel expenses (receipts provided) shall generally
be paid within seven (7) days after receipt. Upon receipt of payment, MSP shall ensure payment of
the appropriate Bill Rate to the relevant Staffing Agencies within a similar period. It is understood by
the MSP that Lockheed Martin shall not make any payment for 401K (or similar) plans of the MSP
and/or Staffing Agency, either directly or in overhead amounts.
4.7.3.1.There will be no payment for a Contractor released within three (3) days due to unsatisfactory
skills or any other cause but for expected task completion.
4.7.3.2.In the event Contract Labor Personnel is assigned to a Lockheed Martin Location who has less
than the skills requested and/or contained in the description of the applicable labor
categorization, but a Requesting Manager believes the Contract Labor Personnel may suffice
to meet the temporary staffing needs of Lockheed Martin over time, Lockheed Martin will
notify the MSP of this. The MSP shall work with the appropriate functional area(s) of
Lockheed Martin and the Staffing Agency to arrange for a reduction of the Bill Rate and/or
Rate Range to account for the actual skills being demonstrated by the Contract Labor
Personnel on the job.
4.7.3.3.The MSP shall ensure that Contract Labor Personnel have completed all necessary Lockheed
Martin time records, obtained required pre-approvals for travel and have properly submitted
travel expense reports in the manner and within the time period required.
4.7.3.4.The Lockheed Martin supervisor of Contract Labor Personnel shall be the responsible
individual to perform the review and approval of all time worked and travel taken by Contract
Labor Personnel.
4.7.4. Payment Issues - The MSP will resolve any billing and payment issues with Staffing Agencies as
expeditiously as possible to not affect the provision of services by Contract Labor Personnel. The
MSP will notify Lockheed Martin of any dispute that it has failed to resolve within a thirty (30) day
period (or sooner should circumstances so warrant) that may accordingly present a matter of risk to
Lockheed Martin.
5. SERVICE QUALITY LEVELS
5.1. MSP Service Level Agreement. Lockheed Martin expects MSP to provide optimal service quality levels
for the metrics listed in Appendix 2B. The MSP agrees to be measured by the metrics to judge the quality
of Services being provided by the MSP and will provide penalties for failure to meet the applicable
service levels as stated therein. Metrics will be reported by the MSP on both a formal and an informal
basis as an element of the standard reporting the MSP is to make to Lockheed Martin, as in accordance
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with the Reporting provision below and as may otherwise be directed by a particular Lockheed Martin
site.
5.2. Administrative Services - The MSP will interface with a wide variety of user communities within
Lockheed Martin. The MSP must be able to meet regularly with Lockheed Martin sites to understand site
critical skill requirements. The MSP must be flexible to customize services for each Lockheed Martin site
if necessary.
5.2.1.1. The MSP is responsible to identify a Managed Services Team that will be dedicated to
Lockheed Martin and provide resumes for key individuals who will be assigned to the
Lockheed Martin account. (Executive Sponsor, Transition Manager, on-sites personnel,
etc.)
5.2.1.2. The MSP is responsible to describe its capabilities in providing liaisons to manage the
requirements for a Lockheed Martin site.
5.2.1.3. The MSP is responsible to provide details on how they will provide the highest qualified
candidates to Lockheed Martin.
5.2.1.4. The MSP is responsible to detail its’ overall fill-rate for requests.
5.2.1.5. The MSP is responsible to provide details on your quality management program, including
measurement criteria and how it is utilized within your organization, within the Staffing
Agencies’ organization and within the customer’s organization.
5.3. Secondary Contact - Should the on-site personnel not be available; the MSP will be responsible to
provide Lockheed Martin with a secondary point of contact. The MSP is responsible to indicate the
number of administrative/support personnel proposed to support Lockheed Martin.
6. Reporting and Audits
6.1. Reporting
6.1.1. Reports are an important tool for Lockheed Martin to measure utilization, savings and purchase
patterns. The MSP must provide detailed reports in a format that will allow for ease of reconciliation
and auditing by Lockheed Martin. All data points that are captured must have the ability to be queried
and reported. The MSP will provide Lockheed Martin with standard reports on a formal and informal
basis.
6.1.2. Generally, standard reports should include at least a sampled reporting amounting to general progress
and status on all rates charged with a breakdown of all elements contained therein; evidence that
requested categories of labor are being sourced; problems / concerns that speak to the “Process
Improvement” requirement; risk mitigation actions, and the identification and then detail of planned
corrective actions. On a corporate basis, reporting should be no less than monthly; site-specific
reporting is as to be determined between the MSP and the relevant Lockheed Martin site.
6.1.3. MSP System will enable ad hoc reporting by query and the creation of customized reports by or on
behalf of Lockheed Martin as well and should be available at the site-specific level. The ad hoc
reporting feature shall also be available to Lockheed Martin Hiring Managers and applicable
administrators of the Contract Labor process.
6.1.4. The purpose of any reporting is to allow Lockheed Martin to determine both the MSP’s and the
Staffing Agencies’ abilities to identify what Services have and have not performed in accordance with
the requirements provided for herein and as additionally included in any site-specific SOW. Each
report offered by the MSP should present its understanding of the Lockheed Martin requirement(s),
whether or not the Services provided actually met those requirements and what remains to be
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accomplished by the MSP, if anything. Any such reports are in addition to and do not preclude the
ongoing communications that are likely to occur between the MSP and Lockheed Martin regarding
overall program management at both the Enterprise Operations and individual business site levels.
6.1.5. MSP may be responsible for reporting and should have processes in place to report:
6.1.5.1. Fulfillment rate tracking
6.1.5.2. Pay Rate & Bill Rate reconciliation and savings
6.1.5.3. Vendor Scorecard
6.1.5.4. Exception reporting (i.e., rates, processes, fulfillment)
6.1.6. Any such reviews shall encompass reporting not only as to MSP performance but as to detailed
feedback regarding any staffing agency performance as well.
6.2. Auditing - MSP
6.2.1. Lockheed Martin also reserves the right to audit the MSP. The MSP shall keep the necessary books
and records to readily disclose the basis for any charges, ordinary or extraordinary, billed to Lockheed
Martin under the agreement. The MSP shall make the records available for examination and audit by
Lockheed Martin or its designee prior to, and for a period of three (3) years after, the end of this
agreement term.
6.2.2. The MSP must keep the following for evaluation by Lockheed Martin: division name and location,
Requisition Number, candidate(s) name(s), skill type, and date submitted; if a candidate is hired, the
date of hire, Pay Rate, Bill Rate and MSP Bill Rate. In addition, all documentation obtained in
prequalification and clearance, such as results of tests, citizenship check, Proprietary Information
Agreement, etc., shall be maintained by the MSP.
6.3. Auditing - Staffing Agency
6.3.1. MSP is responsible to audit, document and retain records regarding each Staffing Agency’s
performance of services in general and pursuant to any critical areas as may be identified by Lockheed
Martin; such results shall be submitted to Lockheed Martin for review upon its request.
6.3.2. The MSP will at the very least review and audit each Staffing Agencies’ adherence to the provision of
Contract Labor Personnel that meet the qualifications as provided herein (for example, the passing of
all relevant screens, checks and verifications).
7. IMPLEMENTATION - REDACTED
7.1. General Implementation of the Program - REDACTED
7.2. Site-Specific Implementation of the Program - REDACTED
8. MANAGING COMPLIANCE & RISK
8.1. Direct Hire Policy - Lockheed Martin agrees not to solicit or hire any Contract Labor Personnel who
have been assigned at a Lockheed Martin Location for less than three (3) months of continuous full-time
assignment. Should Lockheed Martin solicit or offer to hire Contract Labor Personnel before the three (3)
month period has elapsed and the Contract Labor Personnel accepts an offer of employment at Lockheed
Martin, Lockheed Martin shall pay the MSP a ‘placement fee’ amounting to a percentage of that
individual’s first year’s gross annual salary, which will then be forwarded to the MSP and/or Staffing
agency, as applicable. The MSP will make reasonable exceptions to this Direct Hire policy upon
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Lockheed Martin’s occasional request. The MSP will be responsible for interfacing with the Staffing
Agency should a direct hire occur. The MSP shall provide for in its agreements with Staffing Agencies
that, after the period stated herein, Lockheed Martin shall be free to solicit or hire the Contract Labor
Personnel at no cost, penalty or obligation.
8.2. Qualifications of Prospective Contract Labor Personnel
8.2.1. Contract Labor Personnel In-Processing - The MSP shall arrange for the assignment of Contract
Labor Personnel to meet the staffing requirements of Lockheed Martin who have undergone the
following screens, checks and/or verifications PRIOR to being assigned to and/or performing work at
a Lockheed Martin Location:
8.2.1.1. Drug Screen: Negative result in a test administered as a screen for illegal drugs must be
obtained prior to a candidate arriving for work at a Lockheed Martin Location.
8.2.1.2. Confirmation of citizenship or eligibility to work: Verification that the candidate is a US
citizen or otherwise eligible to work in the US.
8.2.1.3. Background Check: Verification that candidates are qualified to perform the work.
8.2.1.4. Criminal Records Screen: Verification that candidates have not had felony convictions of
any kind nor misdemeanor convictions for violence-related offenses.
8.2.1.5. Conflict of Interest: Verification that candidates are neither former government nor
Lockheed Martin employees or retirees; or, that in the event a candidate is a former
government or Lockheed Martin employee, the appropriate clearance of conflict of interest
actions have been accomplished.
8.2.2. Timeline & type of additional required checks that may be necessary in relation to a site-specific
SOW and/or implementation are subject to the requirements of the respective business areas.
8.2.3. In the event it becomes apparent that Contract Labor Personnel who will prospectively be assigned to
perform work in response to Lockheed Martin’s temporary staffing needs may not be utilized due to
failure to pass a drug test or background check, or is denied the provision of requisite clearance(s),
then the MSP shall ensure that reimbursement is made to Lockheed Martin for any funds expended for
interviewing and/or training such Contract Labor Personnel for assignment.
8.2.4. The MSP shall have continuing duty to notify Lockheed Martin should circumstances change with
regard to any particular Contract Labor Personnel who may have originally been eligible for
assignment as Contract Labor Personnel meeting the short-term staffing requirements of Lockheed
Martin.
8.2.5. The MSP may be asked to perform all mandatory training.
8.3. End of Assignment Actions of the MSP
8.3.1. Termination/Out-Processing - Based on a specified number of days (to be determined by the site HR
and Requesting Manager) before a Contract Labor Personnel’s scheduled end of assignment date, the
MSP will notify the Requesting Manager either of an extension of the period for assignment or of the
actual termination date of the Contract labor Personnel.
8.3.1.1.If extended, the Requesting Manager fills-out special on-line forms with updated information
(e.g. Period of Performance). The MSP will then forward onto any appropriate functional
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area points of contact in Lockheed Martin (e.g. Human Resources, Procurement, etc.) for
approval.
8.3.1.2.If terminated, the Requesting Manager fills-out reason for termination, either expiration or
forced, as well as feedback as to whether he/she would accept the Contract Labor Personnel
back for future assignment. The Requesting Manager will also identify “end date” and “pay
through date”.
8.3.1.3.Upon termination of a Contract Labor Person, the MSP will send the Contract Labor Person’s
cause for termination and name to Lockheed Martin’s permanent employment offices.
8.3.1.4.Upon termination of Contract Labor Person’s assignment, the MSP will coordinate with all
relevant functional area points of contact of Lockheed Martin to ensure that all of such
individual’s access rights (badge, computer/systems, etc.) are ended; that all Lockheed Martin
documentation is retained from the Contract Labor Personnel and/or Staffing Agency; any
other required action is taken as needed. The MSP System must retain information on all past
Contract Labor Personnel placed for assignment at Lockheed Martin.
8.4. Requirement to Notify - If a Staffing Agency has terminated the employment of a Contract Labor Person
who may actually or prospectively be assigned at a Lockheed Martin Location for any reason, the MSP
will notify Lockheed Martin detailing next steps and what action has or will be taken to prevent future
reassignment of such Contract Labor Person.
8.5. Establishment of Rates/Rate Cards
8.5.1. Rate Cards - Not to exceed Base rates and Markups will be provided to the MSP for all Preferred
Staffing Agencies. MSP shall ensure that they are using the rates determined by the Staffing Agency
RFQ.
8.5.2. Candidate Submittals - The MSP shall not submit resumes for Bill rates from Staffing Agencies that
exceed current approved rates unless given approval by an authorized Lockheed Martin
representative(s) (e.g., Procurement and Human Resources).
8.5.2.1.There may be instances where Lockheed Martin will request additional skills that have not
been defined in the Staffing Agency RFP. In those cases, the recommended rate guidance may
change to reflect the advanced or unique skill set needed to fulfill the position. In these
selected cases, the MSP will work with the Preferred Staffing Agencies to identify the correct
recommended rates.
8.5.2.2.The MSP will otherwise establish Bill rates and Markups for all Non-Preferred Staffing
Agencies through its conduct of competitions to source Contract Labor Personnel. Lockheed
Martin will use the bill rate competitiveness as a component in the MSP performance criteria
and the MSP’s saving criteria.
8.6. Expensing Travel and Non-Travel Costs
8.6.1.The MSP is required to adhere to Lockheed Martin site guidelines and Federal Travel
Regulations when submitting its travel expenses and other expenses that may be incurred in the event
MSP personnel sit onsite at a Lockheed Martin Location. Proper utilization of the LM provided
Contractor Expense Report and required receipts is mandatory for timely payment of all travel related
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expenses. The MSP’s System must have the ability for entry, tracking approvals and retention of all
travel and expense documentation.
8.6.2. All travel shall be paid in accordance with Lockheed Martin guidelines for allowable costs and with
Federal Travel Regulations’ provided per diem rates. Lockheed Martin will not reimburse any travel
expenses that are unallowable under Lockheed Martin and government guidelines.
8.6.3. With prior approval of the Requesting Manager, Lockheed Martin shall reimburse Supplier for:
8.6.3.1. Reasonable and actual travel expenses (at locations other than Supplier’s or a Contract
Labor Personnel Staffing Agency’s office), including reasonable expenditures for hotels,
meals, coach class air or rail fare, taxis, car rental (intermediate), parking and toll fees,
telephone, and incidental expenses in accordance with the Federal Travel Regulations. In
some instances, actual receipts may be required for reimbursements.
8.6.4. Lockheed Martin will not pay travel expenses for a person to come to their primary assigned place of
work, or for visits home during that assignment, unless specifically approved by Lockheed Martin
management prior to engagement.
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Appendix 2A - Service Quality Levels
Service Factors
Light Industrial
Technical
Technical IT
Professional
Fill Ratio
(Requirements filled/requirements generated)-requirements cancelled
Manager Satisfaction
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Appendix 2B Reporting Requirements
The following reporting requirements shall be included in the MSP’s standard reporting. Additional standard
reporting needs will be identified after the MSP concludes interviews with Lockheed Martin users. Please be
aware that all reports should have the ability to be run on a corporate, business area and site basis.
Reporting Item
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EXHIBIT F
Attachment to MSP SOW
INFORMATION & DATA SECURITY REQUIREMENTS
3.2 Contractor will be held responsible for compliance with all security components applicable in the contractual
Statement of Work, and the timely remediation of any risk item(s) identified by Lockheed Martin during the
aforementioned System Risk Analysis
3.2.1 Severe/High risk items identified during Lockheed Martin fact-finding will require a Contractor
remediation plan to be presented to Lockheed Martin within two weeks of Lockheed Martin identification
with plan duration not to exceed four months. Lockheed Martin must concur with the plan.
3.2.2 Medium risk items identified during Lockheed Martin fact-finding will require a Contractor remediation
plan to be presented to Lockheed Martin within two weeks of Lockheed Martin identification with plan
duration not to exceed eight months. Lockheed Martin must concur with the plan.
3.2.3 Low risk items identified during Lockheed Martin fact-finding will be analyzed by Lockheed Martin
Corporate Information Security (CIS), in conjunction with Contractor’s Information Security
organization to determine whether corrective actions are required or decide to accept the risk. The
analysis and determination will take no more than four weeks to complete.
3.2.4 Contractor shall provide bi-monthly updates on security risk remediation activities at the summary level.
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4.0 Contractor Security Policies and Processes
4.4.2 Contractor will ensure that it and its subcontractors shall encrypt Lockheed Martin Information including
account credentials and sensitive data during electronic transmission and in storage (irrespective of
storage device or media) with a minimum key length of 128 bit (256-bit key length is preferred).
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4.4.3 Contractor shall ensure that it and its subcontractors shall, at a minimum, provide secure transmission and
storage of Lockheed Martin Information.
4.4.4 The Contractor and its subcontractors shall not store, archive, or transmit Lockheed Martin Information
outside of the US without the express written permission of the Lockheed Martin subcontract authority.
4.4.5 The Contractor and its subcontractors shall not implement new mobile applications to be used by
Lockheed Martin employees/participants without 60 days’ notice to the Lockheed Martin contract
authority.
4.4.6 The Contractor and its subcontractors shall not implement significant changes that may impact data
protection and privacy controls in mobile or web applications to be used by Lockheed Martin
employees/participants without 30 days’ notice to Lockheed Martin contract authority.
4.4.7 Contractor mobile applications may be subject to Lockheed Martin security review and further discussion
of Contractor remediation of identified vulnerabilities.
4.4.8 Where Contractor or its subcontractors implement interfaces or data transfers, the minimum amount of
data required shall be transferred and, where practical, sensitive personal identifiers (i.e. social security
number) shall be used only when required by law or where no other less sensitive personal identifier (i.e.
employee ID) is available.
4.5.2 Contractor shall have an information security policy that will adequately protect Lockheed Martin
Information. That policy – including, at least, security training program requirements, how employee and
subcontractor personnel are instructed to handle customer data, password administration, and application
data and disaster recovery plans -- shall be available to Lockheed Martin upon reasonable request.
4.5.3 Contractor shall provide upon request an information security plan that details how the information
security policy is implemented. This plan shall include how product development and test environments
as well as network entry points are protected to prevent unauthorized product changes or tampering.
4.5.4 Contractor shall identify a security official who is responsible for the information security policy that
includes protection of Lockheed Martin Information.
4.5.5 Contractor shall perform regular assessments that assess compliance to the security policy and plan.
4.5.6 Contractor and its subcontractors shall control physical & logical access to any device where Lockheed
Martin Information is stored, transmitted, or processed to only those employees or subcontractors with a
need to know.
4.5.7 Contractor and its subcontractors shall provide the ability to restrict access to Lockheed Martin
Information through strong authentication including but not limited to ID and strong password (i.e.
Minimum 8 characters with special characters and upper-lower case combinations).
4.5.8 Contractor and its subcontractors shall ensure time-outs of idle user sessions within controlled periods as
determined by what information is to be protected.
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4.5.9 Contractor and its subcontractors shall have the capability to guard against inappropriate access to their
network containing or accessing Lockheed Martin data, utilizing industry standard techniques which
include physical and logical separation of Lockheed Martin’s data and processing environment(s) from its
other customers.
4.5.10 Upon written request from Lockheed Martin, the Contractor shall have the capability to either return or
destroy and certify the destruction of the Lockheed Martin Information it has accumulated since the
beginning of the collaboration with Lockheed Martin, within a mutually agreeable time frame that may
consider Contractor record retention policies.
4.5.11 The Contractor shall be responsible for the return or certification of the destruction of Lockheed Martin
Information its subcontractors have accumulated since the beginning of the Contractor’s collaboration
with Lockheed Martin.
4.8.4 In the event of a classified data spill into the Contractor's computing environment, Contractor shall assist
in the investigation and eliminate classified data from the Contractor's computing environment (including
backups).
Databases
• For all Lockheed Martin data stored in Microsoft SQL, Oracle, or equivalent databases, data will
not be deleted, but will be completely removed. This process should effectively destroy any
residual data on the database servers.
Files or Shares
• For all Lockheed Martin data stored in SANS or data repositories not covered by the preceding
DB paragraph, ensure data is permanently removed.
• The destruction process for database media and non-database media being removed or retired
from service will follow the same process as outlined in the tape process below (internal degauss
and Contractor or Subcontractor physical destruction).
Tapes
• Tapes containing Lockheed Martin data that are being re-used or retired shall be magnetically
degaussed, then either re-initialized for reuse, or retired via physical destruction performed by
Contractor or Subcontractor in accordance with Contractor or Subcontractor normal media
rotation schedule.
• If tapes are being destroyed at a remote facility, they shall be kept in the possession of the
Contractor’s IT Department, until picked up by a courier. Transport shall be via secured
containers that are not unlocked until at the destruction facility.
• Tape destruction shall be a mechanical process, rendering them useless. The destruction facility
shall provide certificates of destruction, copies of which shall be furnished to Lockheed Martin.
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4.10 Audit and Accreditation
4.10.1 Upon request, Contractor agrees to furnish Lockheed Martin or its designee on an annual basis copies of
either its Type II Statement on Auditing Standards No. 70 Report (“SAS-70”) or Statement of Standards
for Attestation Engagements No. 16 (with applicable subcontractor attestations) Report (“SSAE 16”)
including the Service Organization Control (SOC) reporting framework (SOC 1, 2, 3) as applicable,
signifying reviews made of the controls and processes utilized generally in its line of business and as may
specifically affect its performance of Services under this Agreement. Such audit report must be produced
by a public accounting firm that maintains a separate and distinct auditing department.
4.10.2 Contractor agrees to maintain existing accreditation / certification / compliance (e.g. HIPAA, PCI,
Federal Trade Commission, Sarbanes-Oxley, etc.) status throughout contract lifetime, or obtain same
when Lockheed Martin data indicates as appropriate. Contractor will notify Lockheed Martin within 30
days of any change in accreditation / certification status that is material to the Statement of Work.
4.12.1 Contractor shall ensure the Lockheed Martin Banner Statement is displayed to users who are accessing
systems that contains Lockheed Martin information or have access to Lockheed Martin information.
4.12.2 Contractor shall ensure that all hardcopy or onscreen reports containing Lockheed Martin Sensitive
Information shall be configured to contain legends/labels identifying where the Lockheed Martin
Sensitive Information is displayed.
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Exhibit G - Lockheed Martin Rider Provisions
This Addendum is a part of the contract between Managed Services Provider (referred to as ‘SearchPros’ or the ‘MSP’) and
Staffing Agency (referred to as ‘___________________’), either or both of which may also be referred hereinafter as the
"Parties", over the official dates of 10/01/2019 – 9/30/21 plus all extensions as applicable.
WHEREAS, as a condition of its agreement with Lockheed Martin, MSP is obligated to flow certain requirements as provisions to be
included in its contract with Staffing Agency to supply Contract Labor Personnel to meet the short-term staffing requirements of
Lockheed Martin; and
WHEREAS, pursuant to such requirement, MSP must include either the following paragraphs or equivalent provisions in lower tier
contracts for the delivery of Contract Labor Personnel assigned to work at Lockheed Martin locations; and
WHEREAS, the Parties herein recognize that these provisions or those of like kind included within the contract serve in addition to
other terms and conditions as negotiated between the Staffing Agency and MSP.
Accordingly, in consideration of the foregoing premises and the mutual promises contained herein, and other good and valuable
consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:
RATES
The Staffing Agency shall charge no greater than the rates submitted in response to Lockheed Martin’s Request for Proposal No.
INDLS06152016 (“RFP”) when providing Contract Labor Personnel to meet the short-term staffing requirements of Lockheed Martin,
subject to the provisions contained in the following paragraph. Staffing Agency recognizes that the rates quoted have been accordingly
incorporated by reference within the agreement executed between MSP and Lockheed Martin and, as such, will be the rates against
which MSP may audit Staffing Agency for accuracy of pay and mark-up rates as so quoted under the RFP. These rates shall be used
along with MSP contingent labor usage data to calculate the annual rebates owed to Lockheed Martin by the Staffing Agency. MSP
shall not disclose any rates furnished by the Staffing Agency other than to Lockheed Martin.
LOCKHEED MARTIN INFORMATION provided to the Staffing Agency or its personnel remains the property of Lockheed Martin.
If Staffing Agency becomes aware of any compromise of information used by the Staffing Agency, its officers, employees, agents,
personnel, or subcontractors in the performance of an engagement benefitting Lockheed Martin (an “Incident”) then the Staffing Agency
shall take appropriate immediate actions to investigate and contain the Incident and any associated risks, including notification within
seventy-two (72) hours to Lockheed Martin after learning of the Incident. As used in this Section, “compromise” means that information
has been exposed to unauthorized access, inadvertent disclosure, known misuse, loss, destruction, or alteration other than as required to
perform the Work. The Staffing Agency shall provide reasonable cooperation to Lockheed Martin in conducting any investigation
regarding the nature and scope of any Incident. Any costs incurred in investigating or remedying Incidents shall be borne by the Staffing
Agency.
INSURANCE
The Staffing Agency agrees to maintain at its own expense (as needed) during performance of, and where required, after completion
or termination of, this contract a minimum of the following insurance:
• Workers’ Compensation covering Contract Labor Personnel employed in connection with this contract, as provided for in the
applicable statute(s) to Workers' Compensation.
• Employers' Liability Insurance with minimum limits of $1,000,000, to be provided for a period of at least one (1) year after
completion of any services performed by Contract Labor Personnel.
• Comprehensive Liability Insurance (including Broad Form Contractual Liability Insurance) with the following minimum
limits of liability:
Bodily Injury and Personal Injury Liability at $1,000,000 each occurrence, $1,000,000 aggregate; and Property Damage
Liability at $1,000,000 each occurrence, $1,000,000 aggregate
• Comprehensive Automobile Liability Insurance with a minimum Combined Single Limit of Liability at $1,000,000 each
accident (with applicability to all owned, non-owned, or hired automobiles to be used by Contract Labor Personnel in
furtherance of this contract)
Upon Lockheed Martin request, the Staffing Agency shall furnish a Certificate of Insurance applicable to the minimum dollar limits
referenced above, naming Lockheed Martin as an additional insured.
GRATUITIES
No gratuities (in the form of entertainment, gifts, or otherwise) or kickbacks shall be offered or given by either the Staffing Agency or
its Contract Labor Personnel to any employee of Lockheed Martin for the purpose of obtaining or rewarding favorable treatment as a
supplier.
TRANSFER OF TERMS
Should Lockheed Martin change MSP providers during the official dates listed above, Staffing Agency agrees to transfer the terms,
pricing and discounts provided to Lockheed Martin in support of the Lockheed Martin MSP Program to the new MSP.
REBATES
Staffing Agency agrees to pay annual spend rebates to Lockheed Martin as negotiated between the parties.
Should any disputes arise between the MSP and Staffing Agency, this addendum shall supersede to the extent of any conflicting
provisions -- or shall serve in addition to those provisions -- contained in the contract as executed between the Staffing Agency and the
MSP.
___________________________________________________ ______________
Authorized Staffing Agency Representative Signature Date
(Print and sign)
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EXHIBIT I
THIS AGREEMENT made between Lockheed Martin Corporation, a Maryland corporation, hereinafter referred to as "LMC" or "the
Corporation," and ________________________________________, the undersigned Contract Labor Person, an employee of
____________________________________________, whose services have been procured by LMC from the Contract Labor Person’s
employer.
WHEREAS, LMC owns, retains and/or utilizes technical and non-technical information, which may also include the personally
identifiable information of LMC employees, vital to the success of the Corporation's business; and
WHEREAS, Contract Labor Personnel may have access to, learn of and/or utilize this information and -- depending on job
assignments and responsibilities -- may contribute to it either through inventions, discoveries, improvements, computer programs,
mask works, works of authorship (collectively called "Innovations") or through studies, analyses, proposals, business plans
(collectively called "Works for Hire") or otherwise.
In consideration of the foregoing premises and as part of the terms of engagement as a Contract Labor Person to do work for LMC, it
is hereby agreed that:
1. PROPRIETARY INFORMATION
I shall not, except as authorized by the Corporation, at any time during or after my engagement directly or indirectly disclose to any
other person or entity any proprietary, confidential or sensitive information of the Corporation or of others (collectively called
"Proprietary Information"), which has come into the Corporation's or my possession, custody or knowledge in the course of my
engagement with the Corporation; nor shall I use any such Proprietary Information for my personal use or advantage or make it
available to others.
I will not disclose or use, directly or indirectly, any Proprietary Information, or make such Information available to others for use in
competition with the Corporation for work being performed or opportunities being pursued by the Corporation. Proprietary
Information includes existing and contemplated technical information such as, for example, compositions, formulas, products,
processes, methods, systems, designs, specifications, mask works, testing or evaluation procedures, machines, manufacturing
procedures, production techniques, research and development activities, inventions, discoveries and improvements and also existing
and contemplated business, marketing and financial information such as, for example, business plans and methods, marketing
information, cost estimates, forecasts, financial data, bid and proposal information, customer identification, and sources of supply.
All information, both technical and non-technical, pertaining to Corporation's business in whatever form, including but not limited to
text, drawings, mask works or computer software programs, is presumed to be proprietary and confidential until it becomes readily
available to the general public lawfully and without breach of confidential obligation. The fact that individual elements of the
Corporation’s Proprietary Information may be in the public domain shall not relieve the obligations hereunder unless the specific
combination or combinations of elements as disclosed in such Proprietary Information is available to the public.
The term "Confidential" as used herein does not refer to official security classification of the United States Government.
2. INNOVATIONS
I agree to disclose promptly and fully to the Corporation all Innovations and/or Works for Hire, whether or not patentable or
copyrightable, including but not limited to products, processes, methods, systems, designs, techniques, mask works, computer
programs, facilities, equipment, and devices that have been or may be conceived, made or authored by me solely or jointly with others
during the period of my engagement with the Corporation: (a) which are along the lines of or relate to the business, work, or
investigations of the Corporation or of any company with which it is affiliated; (b) which result from or arise out of any work that I
may do for or on behalf of the Corporation; (c) which result from or arise out of any Proprietary Information that may have been
disclosed or otherwise made available to me as a result of duties assigned me by the Corporation; or (d) that are otherwise made
through use of the Corporation's time, facilities, materials or other assets. All such Innovations and Works for Hire shall be the sole
and exclusive property of Lockheed Martin, and I agree to assign and hereby assign to the Corporation all of my right, title and
interest therein. During and after my engagement I agree to execute all documents and perform all reasonable acts requested by the
Corporation relating to the perfection and exercise of the Corporation's rights in all Innovations.
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3. RECORDS AND DOCUMENTS; PRIOR INVENTIONS
All records, documents and other writings relating to or containing Proprietary Information which are prepared or created by me, or
which may come into my possession during my employment, are deemed to be the property of the Corporation. Upon termination of
my engagement, I agree to leave all such records, documents, and writings and all copies thereof with the Corporation. Listed and
briefly described on the reverse side are all inventions not previously assigned to my former employers and which I conceived and
made prior to my engagement with the Corporation. Such listed inventions are not included under this Agreement. I also agree that I
will not disclose to or use on behalf of the Corporation any proprietary or confidential information of any third party without their
authorization.
4. EXCLUSION
No provision in this Agreement is intended to require assignment to the Corporation of any of my rights in an invention for which no
information, facilities, materials or other assets of the Corporation was used and which was developed entirely on my own time, unless
such invention (1) relates to the business of the Corporation or to the actual or demonstrably anticipated research or development of
the Corporation; or (2) results from any work performed by me for the Corporation. This Agreement shall be binding upon me, my
heirs, administrators, assigns, executors, or other legal representatives and shall be binding upon and inure to the benefit of the
Corporation, its assigns, nominees or successors. In no respect shall this Agreement nor any provision thereof be construed to be an
employment agreement between myself and the Corporation. I agree that either during or after my engagement the Corporation may
advise others of the existence of this Agreement and the provisions of all or any part thereof.
5. GOVERNING LAW
This Agreement contains the entire understanding between the Parties regarding the protection of Proprietary Information in
connection with the terms of the engagement and shall be construed in accordance with the laws of the State in which this engagement
is to be performed by the Contract Labor Person, without regard to its conflicts of law provisions.
Printed
Name:_______________________________________________________________________________________
Title: _______________________________________________________ Date: _________________________
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EXHIBIT J
Lockheed Martin Supplier Code of Contact
I acknowledge that I have received a copy of Setting the Standard, the Lockheed Martin Code of Ethics and
Business Conduct (the Code). Our firm have read and will abide by the Code. I understand that each Lockheed
Martin employee, member of the Board of Directors, agent, consultant, or contract worker is responsible for
knowing and adhering to the principles and standards of the Code.
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