Invitation for Bid (IFB)

**-*

● Invitation No: ADD-*-*

● P. R. No: R**UF

● Project Name: Compact Telemetry Antenna

● Time and Date of Registration for Bid: *:*~*:* October *th, **

●Bid Due Date & Time: *:* October *th, **

● Procurement Method: Competitive Bidding (Two-step Sealed Bidding)

To whom it may concern,

Agency for Defense Development (hereinafter referred to as ADD) invites eligible bidders for the supply of the services stipulated in Section IV “Requirements for Technical Proposal(Statement of Work)”.

The bid must be fully complied with all requirements covered in the referenced documents included herein. The bid shall be submitted in two envelopes, one for bid registration documents, technical and commercial proposal without price and the other for price proposal in a sealed envelope.

Technical proposal will be opened publicly on the above Bid Due Date, and after technical evaluation by the end-user, only the price proposal of valid bidder who has successfully passed the evaluation, will be opened at a date when ADD later announces.

Best regards,

Lim, Hyeongseok

Finance & Contract Commissioner

Agency for Defense Development

Encl.: *. General Instructions to Bid

*. Section I. General Terms and Conditions

*. Section II. Special Terms and Conditions

*. Section III. Commodity(Service) Descriptions

*. Section IV. Requirements for Technical Proposal (Statement of Work)

General Instruction to Bid

*.QUALIFICATION OF BIDDERS

A bidder must:

a.Be a manufacturer or supplier who has principal place of business in abroad.

b.Have adequate business profile in both of financial viability and technical maturity to fulfill the contract to comply with the required or proposed delivery or performance schedule.

c.Be qualified and eligible to receive an award under applicable laws and regulations.

※ Respect and accept the General/Special Terms and Conditions attached hereto without any change. Any bid that changes or modifies the General/Special Terms and Conditions is disadvantageous to bidder and may cause drop out of bidding.

*.PRICE

a.Price shall be stated in United States dollar (USD) using the attached Appendix *-* Commodity (Service) Descriptions based on a delivery term specified in the Special Terms and Conditions. In case bidders quote a price with the third country currency other than USD, the price shall be converted to USD for the *stexchange rate of Hana Bank in the Republic of Korea on the Bid Due Date.

b.All bidders must provide a unit price and a total price for each item listed on the Appendix *-* Commodity (Service) Descriptions. Price shall include all costs and expenses required to fulfill the contract. ADD will not provide any additional or extra payment other than contract price.

c.Bidders are required not to include the cost of spare parts in the cost of the basic equipment. The cost of spare parts is to be itemized and quoted as a separate item.

d.All bid prices must remain firm and fixed throughout the contract term.

*.PREPARATION OF BID

a.Bidders are required to examine the drawings, specifications, schedules and all instructions attached to the Invitation for Bid (hereinafter referred to as 'IFB' or 'Invitation').

b.If special packing is required in the specifications, a detailed description must be included in the bid.

*.ALTERNATE BID

a.ADD requires bidders to prepare their Proposal on the baseline requirements in the IFB. However, bidders are permitted to submit innovative and/or cost effective approaches as alternatives in addition to the required baseline.

b.In the case of an alternate bid, only the specification including part number or model number of the equipment will be considered for evaluation of the bid.

c.All other terms and conditions such as payment, delivery, packing methods, discharging port, accessories, and etc., if different from those of the original bid, will make the alternate bid inconsiderable for evaluation.

d.Notwithstanding the above, ADD reserves the right to accept the alternate bid on non-material terms and conditions on the basis determined to be not hazardous to the interest of the Korean government or ADD.

e.When the end-user determines that the above alternate bid offered by the bidder does not conform to the requirements of the contract, ADD has the right to cancel the items with the bidder's default at the end-user's review after delivery.

*.SUBMISSION OF BID

Bidders must provide all documents set forth in this IFB and the attachment hereto.

a.All bids, descriptive materials, and publications tendered under the IFB shall be prepared in English and submitted to ADD.

b.Bidders may mail the bid documents before the bid due date and time to the following address by an international mail courier such as FedEx or DHL.(※In case a bidder delivers the bid documents by an international mail courier, the bidder is required to inform ADD of such fact by e-mail.)

c.The bid due date and time must be kept. Any bid arriving after the specified bid due date and time will be disqualified.

d.Bidders shall submit documentations as follow;

*.INSTRUCTION FOR TWO-STEP SEALED BIDDING

A bidder shall submit the bid documents according the following steps.

*.BID BOND

aA bidder must establish a bid bond by the invitation No. & the P.R. No. in an amount of not less than five (*) percent of total bid price in favor of ADD.

bBid bond shall be established in the form of bank guarantee, stand-by letter of credit issued by reputable bank payable at any bank in Korea and advised to ADD through Hana Bank of Republic of Korea [Swift Code: KOEXKRSE / Account No.: *-**-** (US Dollar only)] without any banking charges to ADD. However, the following bid bonds are acceptable to ADD.

①Cash

②Certified or Banker’s Check

③Surety Bond

④Memorandum of Payment

c.A bidder’s Korean agent may establish the bid bond on behalf of and for the bidder in the form of surety bond issued by Seoul Guarantee Insurance Company, and can submit bid documents on behalf of the bidder.

d.Each bid bond must

*)Be valid for one hundred eighty (*) days after the bid due date,

*)Be available for payment against a simple receipt of ADD at sight accompanied by the statement of the ADD stating that the bidder has not complied with the terms and conditions of the IFB, and

*)Be submitted to ADD by the time of and date of Registration for Bid

(Note: For bid bond in the form of Bank Guarantee and/or Stand-by L/C, it must arrive at ADD not later than one (*) day prior to the bid due date through Hana Bank.)

e.All bid bonds shall be released upon instructions of ADD to the unsuccessful bidder without interest promptly after the date of the award, and to the successful bidder after satisfactory establishment of the relative performance bond. In case where a bidder requests release of his bid bond and ADD confirms the bidder as unsuccessful, the bid bond may be released even before the date of award.

f.When a successful bidder refuses to make a contract in whole or in part within validity of the bid bond after selection and fail to establish the performance bond within the designated period, five (*) percent of the total value awarded under the same Invitation No & P.R. No. shall be confiscated unconditionally.

g.Only if bidder is allowed to present the memorandum of payment as a bid bond, it is regarded as submission of valid bid bond when a qualified bidder, as provided in clause `General instruction * Qualification of Bidders`, submits Memorandum of Payment specified in Appendix *-* on the bid registration time.

*.AWARD OF CONTRACT

a.The Contract will be awarded to the responsive and responsible bidder satisfying all the requirements described in IFB. Among the bidders who successfully passed technical proposal evaluation, the contract will be awarded to the bidder offering the lowest total price by taking into account the price, budget, delivery, quantity, specification and terms most advantageous to ADD.

b.The awarded bidder shall execute the contract within thirty (*) days from the award. If not, ADD reserves a right to cancel the award at any time.

c.A bidder who fails to comply with all requirements contained in the IFB will be disqualified.

d.Bids will be evaluated on an item by item basis with FCA (aircraft) or FOB (vessel) costs of spare parts and/or the basic equipment excluding the manufacturer's recommended optional item(s) at the buyer's option.

e.The bid will be construed as offered in compliance with the terms and conditions as described in the IFB.

f.ADD reserves a right to reject or cancel the bid or award, waive any defects in bid received, or call for a rebid as the best interest of ADD requires. Unless otherwise required by the bidder in his bid, ADD may accept an item or group of items in the bid and reserves the right to make award on less than the quantity called for in the bid without the bidder's prior consent.

g.However, award of more than the quantity called for in the bid shall be made by ADD subject to the bidder's confirmation.

h.No counter proposal against the General Terms and Conditions and Special Terms and Condition, except the conditions to be acceptable to ADD,will be accepted. The Bidder who has deviations to ADD's Terms and Conditions requirements, may be considered as non-suitable Bidder or drop out in the bidding.

*. PROPRIETARY INFORMATION

a.The IFB and all drawings, designs, specifications, and other data appended or related to it are the property of ADD and are delivered only for the purpose of enabling each Bidder to prepare and submit a proposal in thereto. The information contained in, referred to, or appended to the IFB shall not be disclosed or released for any other use or purpose and must be returned to ADD, if requested.

b.All proposals submitted by Bidders, including drawings and other data, shall become the property of ADD and shall not be returned.

*. CONTACT POINT

Appendix *-* : Registration for Bid

Registration for Bid

Date: , **

To: Finance & Contract Commissioner,

Agency for Defense Development

Daejeon, Republic of Korea.

*. Invitation No. :

*. Bid due date:

We hereby register to apply for a competitive bid as stated above.

Bidder's Name (Company name) ------------------------------------

Representative’s Name & Title ------------------------------------

Representative’s Signature (or Company Seal)

--------------------------------------------------

Appendix *-* : Bidder's Information

BIDDER'S INFORMATION

Appendix * : Pledge for Security

Pledge for Security

Date:

To : Finance & Contract Commissioner of ADD, Republic Of Korea(R.O.K)

I, the undersigned, hereby certify and/or guarantee the followings in compliance with the law and regulations of the R.O.K.

(*) The Bidder shall warrant that any data or information related to this Bid and prospective Contract will be held and preserved as commercially confidential or military confidential matters of the Republic of Korea in strict compliance with the relevant laws and regulations of the Republic of Korea.

(*) Any of the information related to Agency for Defense Development, shall not be released to any other unauthorized person or corporation.

(*) I understand that I am fully liable for consequences caused by a violation of the pledge, regardless of intentional or non-intentional.

Bidder's Name (Company name)

------------------------------------

Representative’s Name & Title

------------------------------------

Representative’s Signature (or Company Seal)

--------------------------------------------------

Appendix *-* : Bid Bond (Memorandum of Payment)

Bid Bond (Memorandum of Payment)

From :

To : Agency for Defense Development

Invitation No.:

Date of Bid:

P.R. No:

We, the undersigned, hereby guarantee that if awarded a contract we will perform faithfully the requirements of the contract.

Should we withdraw our bid before its expiration and/or after being awarded by ADD, or should we refuse to conclude the contract, or should we fail to establish a performance bond in accordance with the contractual conditions, we guarantee to pay ADD immediately an amount equivalent to * percent of the total bid price/s.

We further guarantee that we will not claim against or appeal to ADD in relation to any unfavorable action which may be taken against us by ADD on the grounds that we have not complied with the above conditions.

Bidder's Name (Company name) ------------------------------------

Representative’s Name & Title ------------------------------------

Representative’s Signature (or Company Seal)

--------------------------------------------------

※This letter is a memorandum of payment submitted by the bidder, instead of providing of a bid bond

Appendix *-*: Power of Attorney

POWER OF ATTORNEY

VALID UNTIL (* days after the bid due date)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned (hereinafter referred to as 'Company') does hereby nominate, constitute and appoint (Name of Person or Name of Company (e.g. ABC Company or John Doe)) its true and lawful attorney in fact, for the company in its name, place, and stead, and for its use and benefit:

*. To submit and establish performance bond and repayment guarantee to Agency for Defense Development of the Republic of Korea (hereinafter referred to as 'ADD') in the name of the Company and to all other necessary or appropriate actions on behalf of the Company in connection with ADD Invitation No.

*. To enter into any negotiations and to sign any contracts of agreements on behalf of the Company, arising of or in connection with ADD Invitation No. in the Republic of Korea.

*. GIVING AND GRANTING to its attorney-in-fact full power and authority to do and perform every acts necessary or appropriate to be done in furtherance of the foregoing as fully as the Company might or could do, with full power of substitution and revocation, herby ratifying and confirming that its attorney-in-fact shall lawfully do or cause to be done by virtue hereof:

*. This power of attorney shall remain in full force and effect until revoked in writing or until .

IN WITNESS WHEREOF, the Company has caused this power of attorney to be executed by its duly authorized officers as of , **.

Company Name

Place of Business

By President

* The Nominee shall be the same person in the section *. Authorized Person(s) to sign any Documents of Bidder’s Information (Appendix *-*)

* If the Nominee and submitting person who actually submits bid documents on the bid date are different, the Nominee and submitting person shall have separate power of attorney each.

If the bid document is signed by the president of the bidding company, this document is not required.

Appendix *-* : Power of Attorney

(In case that bidder's Korean agent submit the bid documents or establish bid bond on behalf of bidder)

POWER OF ATTORNEY

VALID UNTIL (* days after the bid due date)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned (hereinafter referred to as 'Company') does hereby nominate, constitute and appoint

its true and lawful attorney in fact, for the company in its name, place, and stead, and for its use and benefit:

*. To submit any bid documents and establish bid bond to Agency for Defense Development of the Republic of Korea (hereinafter referred to as 'ADD') in the name of the Company and to all other necessary or appropriate actions on behalf of the Company in connection with ADD Invitation No. & P.R. No.

*. This power of attorney shall remain in full force and effect until revoked in writing or until (* days after bid due date) whichever occurs first.

IN WITNESS WHEREOF, the Company has caused this power of attorney to be executed by its duly authorized officers as of **.

Company Name

─────────────────

Place of Business

─────────────────

By

President

─────────────────

Appendix * : Certificate of Compliance

CERTIFICATE OF COMPLIANCE

AGENCY FOR DEFENSE DEVELOPMENT

REF No. : ADD BID No. & P.R. No.

BIDDER's PROPOSAL No.

INSTRUCTIONS: This form must be completed by each bidder and must accompany bid proposal. Any proposal not accompanied by a properly executed copy of this form will be considered non-responsive.

We certify that this proposal is completed in compliance with ADD General Terms and Conditions, Special Terms and Conditions, and ADD's requirement specifications attached IFB thereto.

Bidder's Name (Company name) ------------------------------------

Representative’s Name & Title ------------------------------------

Representative’s Signature (or Company Seal)

--------------------------------------------------

Appendix *-* : Commercial Proposals with Commodity(Service) Descriptions

Commercial Proposals with Commodity(Service) Descriptions

Bidder's price proposal No.: dated

TO: Finance and Contract Commissioner

Agency for Defense Development

Daejeon, Republic of Korea

Reference: ADD INV. No.

*. Proposal Validity

The bidder hereby agrees that this proposal is firm for acceptance within * calendar days from the stated bid due date. The bidder hereby agrees that all prices, costs and fees quoted shall remain firm and fixed without price adjustment for the entire duration of the Contract.

*. The price proposal must be stated to the effect that the price indicated in 'Appendix *-*, Commodity Description (Priced Proposal) does not exceed the regular price, as adjusted by the export differential, and that such price is not higher than that charged to other buyers similarly situated.

*. Terms of Payment

*. Payment Method.

The Payment shall be made through T/T

State the seller(beneficiary)'s information below:

Beneficiary’s name :

Address :

Tel / Fax :

State the recommended bank information including bank’s name, address and Swift Code below:

Bank Name:

Swift Code:

Account Number:

Address :

Tel / Fax :

*. Shipment & Delivery

Refer to the Special Terms and Conditions.

(State the earliest possible shipping schedule; i.e. * months or weeks from the effective date of Contract)

*. Export License

*. * In case that bidder has to get Export License (E/L) from the exporting government, the bidder should specify that matter. (Yes/No)- - - - - - - - - - - - - - - - - - - - - - - -

*. * If the answer to *.*. above is 'Yes', Bidder can make sure that the government will approve such E/L without any problems. (Yes/No)- - - - - - - - - - - - - - - - - - - - - - - -

*. * If the answer to *.*. above is 'No', Bidder should state detailed reason and bidder's solution to get such E/L as follows:

*. * If the answer to *.* above is 'Yes', Bidder should state how long it will take for the bidder to get the E/L from the government after the contract:

(OO weeks or months after the contract)

*. * If the answer to *.*. above is 'Yes', Bidder should state which document and information the Buyer shall provide to Bidder.

*. Terms of Price:(refer to the Special Terms and Conditions)(If applicable)

*. Packing:Export Standard Packing (If applicable)

*. Estimated Gross Weight and Size: lbs, (if applicable)

*. Origin: (if applicable)

*. Commodity(Service) Descriptions:Attached Appendix *-* (If applicable)

*. Inspection:End-user’s acceptance of system is to be final at ADD. (If applicable)

*. Warranty: from the date of final acceptance (If applicable)

*. Remark:

Signature:

(Name & Title)

Appendix *-* Commodity Descriptions (Pricing Proposal)

Invitation No. :_____________

P.R. No. : _________

Please refer to Section III

SIGNATURE :

(NAME & TITLE)

※Note

*.Commodity and Service shall be separately quoted. Detailed breakdown of commodity quote shall be provided.

*.For more information about the detailed description, please refer to the Commodity (Service) Descriptions.

*.Total price must be breakdown according to item by item.

Appendix * Manufacturer’s Certificate

Manufacturer's Certificate

Date :

From :

To : Finance & Contract Officer

Agency for Defense Development

Daejeon, Korea

Manufacturer's Certificate under Invitation No.

We, as a manufacturer, certify that our warranty is duly passed to ADD through (bidder's name), for the price, delivery schedules, and the specifications of the commodity, supported by descriptive matter in the form of published literature, catalogues and drawings clearly and fully covering the commodity offered.

Signature :

(Name & title)

C O N T R A C T NO:

THIS CONTRACT is hereby made by and between Agency for Defense Development, having its registered office at * Bugyuseong-daero * beon-gil(Sunam dong *) Yuseong, Daejeon **, the Republic of Korea (hereinafter called “ADD”),[Name of Seller], having its principal place of business at [Address of Seller](hereinafter called “Seller”). ADD and the Seller individually are also referred to hereinafter as a “Party” and collectively as the “Parties”.

PREAMBLE

WHEREAS, ADD desires to obtain the commodities/services of Seller as hereinafter described, to obtain results thereof, and the Seller desires to provide such commodities/services and deliver the results thereof to ADD in accordance therewith; and the Parties desire to enter into this Contract pursuant to the terms and conditions of this Contract.

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and intending to be bound hereby, and for due and valuable consideration the sufficiency of which is hereby acknowledged, the Parties, enjoying their respective legal capacities to contract, have freely agreed as follows:

CONTRACT PRICE:

ADD agrees topay to Sellera total firm-fixed price of ________in accordance with the payment terms set forth herein, in consideration of the Services to be performed by the Seller under this Contract.

ORDER OF PRECEDENCE

This Contract shall consist of the following documents. Should there be any ambiguity, discrepancy or inconsistency between the requirements of these provisions of this Contract and of any applicable documents and their Appendices, specifically stated herein, forming part of this Contract, the order of precedence prevailing is the following:

A.Section II. Special Terms and Conditions

B.Section I. General Terms and Conditions

C.Section III. Commodity Descriptions

D.Section IⅤ. Request for Technical Proposal

E.Section Ⅴ.Bidder’s Technical Proposal

IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be duly executed by their authorized representatives on the day and year below written.

Signed at _______________, Signed at ADD,Daejeon,Republic ofKorea

This _____ day of __________, ** This _____ day of __________, **

SECTION I. General Terms and Conditions

(Sales of Goods)

Article *.Definitions and Interpretation

The following expressions have the meaning as set forth below:

*.*.“Seller” means any person or organization that furnishes commodity under this contract.

*.*.“Buyer' means International Contract Team of the Agency for Defense Development (hereinafter ADD), Yuseong-gu, Daejeon, Republic of Korea.

*.*.“Agent” means Korean citizens(s) or business entities, duly incorporated or organized under the laws of the Republic of Korea, which is not a branch, department, subsidiary, parent entity, assignee of the Seller, or an entity in which the Seller beneficially owns controlling interest or equity and vice versa, who has been employed by the Seller, at its own discretion and expense, in connection with this Contract, and assumes all duties under Annex * hereto.

*.*.'Commodity' is the subject matter of transaction under the Contract, other than monies, including accessories, spare parts, technical data, training, Service and/or any other additions as it may be applicable, which corresponds with the Commodity Descriptions and whose specification corresponds with the Commodity specifications.Any inspection, acceptance tests procedures or other delivery conditions regarding a Commodity in connection with this Contract, unless explicitly specified herein, shall not be construed to be included in the definition of 'Commodity.'

*.*.'Service' means those service and/or activities by the Seller, including but not limited to installation and/or integration. Any inspection, acceptance tests procedures or other delivery conditions regarding a Commodity in connection with this Contract, shall not be construed to be included in the definition of 'Service.'

*.*.'Delivery of Commodity' shall mean, unless explicitly specified otherwise, delivery of tangible Commodity in accordance with delivery conditions and schedule, as well as completion of performance by the Seller of other intangible Commodities such as, including but not limited to, training and/or Service, in accordance with conditions, schedules and/or procedures applicable to such performance.

*.*.'Carrier' means any person or entity, who undertakes to perform or to procure performance of the carriage of the Commodity under a contract with the Buyer.

*.*.“Contract Price” means United State Dollars or Other Currency as a consideration payable by the Buyer to the Seller for the Commodity provided by the Seller to the Buyer hereunder.

*.*.When a time or period is stipulated 'in number of days', it is counted on a continuous basis. A time or period expressed as 'from' a given date 'to' a given date shall include the two given dates preceded by 'from' and 'to.'

*.*.Unless otherwise agreed in writing between both parties, FCA, FOB, CFR, DDU or other delivery terms stipulated in this Contract shall be governed by the latest Incoterms (Publication No. * of the International Chamber of Commerce).

*.*.Any type of documentary credit employed under this Contract, including the standby letter of credit for Performance Bond or Repayment Guarantee, shall be issued, advised and operated subject to the Uniform Customs and Practice for Documentary Credits (** Revision, Publication No. * of the International Chamber of Commerce), insofar as they are applicable.

*.*.“End-User” means technical division or team of ADD that actually and/or ultimately uses the Commodity after it has been contracted and purchased by the Buyer.

Article *.Performance of Contract

a.The Seller must:

i)Obtain necessary export license and/or the Seller's government approval at his own risk and expense. If required, the Seller must obtain the export approval from the governments of other countries related thereto.

ii)Carry out in-time delivery. Shipping date should be confirmed by mutual understanding of the parties and should be reflected on the contract. The Seller will give notification of the delivery status for informing the actual date of shipment by sending Email or mail to the Buyer.

iii)Strictly abide by the Anti-bribery Provisions shown in Annex * attached hereto.

iv)Perform all other obligations (including the Product Liability) in connection with this Contract.

b.The Buyer must:

*.*.*Make payment(s) to the Seller in consideration for Delivery of the Commodity in accordance with terms, conditions and payment schedule specified in this contract.

*.*.*For prompt delivery of the commodity, providing required forwarder information without delay.

*.*.*Perform all other obligations in connection with this Contract.

Article *.Performance Bond

*.*Unless otherwise stipulated in this Contract, the Seller shall provide the Buyer a performance bond (hereinafter referred to as the Performance Bond) in a definite sum equal to ten percent (*%) of the Contract Price within thirty (*) days from the effective date of this Contract as specified in Article * of this Section I.

*.*The Performance Bond shall be established in the form of cash deposit, surety bond or standby letter of credit in favor of the Buyer payable at sight. In case of the Performance Bond in the form of a cash deposit, the cash deposit shall be deposited to such bank account as designated by the Buyer. In case of the Performance Bond in the form of standby letter of credit, it should be issued by a bank rated as of high financial strength grade by international credit rating agencies, such as Moody's, S & P, or Fitch IBCA, in the format as shown in Annex * hereto. The bond should be sent by airmail to PO box *, Yuseong-gu, Daejeon, ** Republic of Korea or bank SWIFT. Necessary bank information for SWIFT are as follows;

Name of Bank: Hana Bank

SWIFT Code: KOEXKRSE

Bank Address: KebHana bank, Trade and Services Department /

*, Eulji-ro, Jung-gu, Seoul **, Republic of Korea

*.*The Performance Bond shall not be amended, modified or cancelled without prior consent by the Buyer, and shall be valid until the expiry of the warranty period as specified in Article * after the latest date for delivery stipulated in this contract.

*.*In case the Seller committed a material breach of this Contract as defined in Article *, title and ownership of the Performance Bond in the form of cash deposit shall be automatically transferred to the Buyer, or if the Performance Bond is in the form of standby letter of credit, it shall be payable at sight at the counters of the Korean bank nominated by the Buyer upon the Buyer's request therefor.

*.*Any payment pursuant to the Performance Bond shall be made in the currency as stipulated in Article * of this Section I, and any amount payable under the Performance Bond in the form of a letter of credit or a surety bond shall be expressed in such currency.

*.*In case any delay in Delivery of Commodity occurs and the latest date of Delivery of Commodities is consequently extended for a given period, the validity of the Performance Bond shall be extended for an equal given period. Upon such an extension, the Seller shall notify the Buyer through the opening bank without delay. Seller's failure to extend the validity as such shall be governed by Article * of this Section I.

Article *.Repayment Guarantee

*.*In case any advance payments is to be paid to the Seller under this Contract, the Seller shall provide to the Buyer a repayment guarantee in the form of standby letter of credit issued in favor of the Buyer (the 'Repayment Guarantee'). The Repayment Guarantee shall be issued by a bank rated as of high financial strength grade by international credit rating agencies, such as Moody's, S & P, or Fitch IBCA. The format of such Repayment Guarantee is shown in Annex * hereto. The Guarantee should be sent by airmail to PO box *, Yuseong-gu, Daejeon, ** Republic of Korea or bank SWIFT. Necessary bank information for SWIFT are as follows;

Name of Bank: Hana Bank

SWIFT Code: KOEXKRSE
Bank Address: KebHanabank, Trade and Services Department /

*, Eulji-ro, Jung-gu, Seoul **, Republic of Korea

*.*The Repayment Guarantee shall be established and advised to the Buyer at least fourteen (*) days before the advance is paid to the Seller. No advance payment shall be paid to the Seller in the event that the Seller fails to establish the Repayment Guarantee as stipulated in this subparagraph.

*.*The Repayment Guarantee shall not be amended, adjusted or cancelled without prior consent of the Buyer, and shall be valid until the expiration of ninety (*) days from the date of Delivery of Commodity. Upon each Delivery of Commodity in compliance with this Contract, the amount of the Repayment Guarantee shall be reduced in proportion to the contract value of each delivered Commodity in accordance with the detailed schedule of proportional reduction. Such reduction shall not be effected before expiration of ninety (*) days from the date of each Delivery of Commodity.

*.*The currency of the Repayment Guarantee shall be expressed in the currency as stipulated in Article * of this Section I.

*.*The amount of the Repayment Guarantee shall be equal to the advance payment plus its interest which will be accrued until the expiry date of the Repayment the Risk-free Reference Rate (* month RFR)plus two percent (*%). If any delay in the Delivery of the Commodity occurs, the validity of the Repayment Guarantee shall be extended for the given period, and its amount shall be increased by the additional interest to be accrued for the extended period of time.

*.*The Repayment Guarantee shall be payable at sight at the counters of the Korean bank nominated by the Buyer against the Buyer's written statement to the effect that Delivery of the Commodity has not been performed by reason of the Seller's default or Force Majeure Event.

Article *.Payment

a.The Contract Price will be paid for a given currency specified in this contract. b. In case of cash payment, the Seller shall send to the Buyer the documents against which payment is made as specified as below hereto by e-mail, or registered airmail, or by telegram or telefax, or fax without undue delay upon delivery of Commodity. The Buyer shall remit the appropriate payment by wire or telegraphic transfer to the Seller's bank account as stipulated below hereto within thirty (*) days after the Buyer has received and accepted such documents.

i)One (*) original copy of clean receipt of the commodity or other transport document consigned to the Agency for Defense Development, PO box *, Yuseong-gu, Daejeon, ** Republic of Korea, which are issued by the carrier or the freight forwarder,

ii)One (*) duly signed copy of the commercial invoice of the Commodity or any part thereof shipped,

iii)One (*) duly signed copy of the packing list consisting of representing detailed packing list.

b.In case of payment by documentary letter of credit, the Seller shall present the documents to the negotiation bank upon delivery of Commodity. The Buyer shall make the appropriate payment within twenty-one (*) days after the Buyer has received such documents from the opening bank of the documentary letter of credit.

i)Three(*) original copies of clean receipt of the commodity or other transport document consigned to the Agency for Defense Development, PO box *, Yuseong-gu, Daejeon **, Republic of Korea, which are issued by the carrier or the freight forwarder named in the documentary credit,

ii)Three(*) duly signed copies of the commercial invoice of the Commodity or any part thereof shipped,

iii)Three(*) duly signed copies of the packing list consisting of representing detailed packing list,

iv)Three(*) duly signed copies of the certificate for packing conditions issued by B/L issuer's and the Seller,

v)Three(*) duly signed copies of the inspection certificate issued in accordance with the provisions of Article *, and

vi)Other documents stipulated in the relevant irrevocable documentary credit.

c.Any payment under this Contract, including any advance payment, if any, shall not be made unless and until the Performance Bond and/or if required, Repayment Guarantee have been established as stipulated in Article * and * hereof.

Article *.Warranty

*.*The Seller guarantees that the Commodity supplied under this contract shall be free from any defects in materials or workmanship and conforms to the requirements of the contract. This guarantee shall continue untilOne(*) year warranty from final acceptance test by ADD’s end-user team.

*.*Where the Buyer has found or recognized any defect in materials and workmanship or any non-conformance in the commodity delivered during the warranty period, notice such defect or non-conforming to the Seller by Email. The Seller shall, with all possible haste, refurnish or replace the defective or non-conforming commodity in accordance with the Buyer’s instruction, at all the Sellers cost.

*.*If the Seller fails to repair or replace such defective or non-conforming commodity or such part thereof within a given period of time in accordance with the instructions of the Buyer, the Buyer will claim against the Seller a full compensation for i) the invoice amount of such defective or non-conforming commodity or any part thereof, ii) any extra costs occasioned by the Buyer procuring similar or substitute goods from other sources.

*.*When the defective part is repaired or replaced in accordance with the instruction of the Buyer, the repaired or replaced part shall be warranted by the Seller as provided in the preceding paragraph(a) for One(*) year from time of completion of such repairing or replacement.

Article *.Product Liability

*.*Seller is liable for bodily injury or loss of life of Buyer’s person if this accident is caused by malfunction or defectiveness of the Commodity provided and warranted by Seller.

*.*Seller will indemnify and defend Buyer against third party claims or demands for injury or death to persons, property damage, economic loss and any resulting damages, losses, costs and expenses regardless of whether the claim or demand arises under tort, contract, strict liability or other legal theories, if and to the extend caused by Seller’s warranted but defected product or its negligent acts of omissions in its performance under the contract.

*.*This clause will not be applied if the damage has arisen from

i)Buyer’s dominant specification of materials in product despite of warning from the Seller

ii)Buyer’s design of the product

iii)any alteration or improper repair, maintenance, handling, mis-operation or installation of the Product by solely Buyer.

iv)the integration or interaction of the products with systems or components not supplied by Seller.

Article *.Quality and Quantity Assurance of Commodity

*.*All the contractual specifications of the Commodity shall be enumerated in this contract. Even if there is no express stipulation in this contract, the Commodity or any part thereof to be delivered shall be new product(s) complying with the purpose of the Buyer's procurement, and be equivalent in all respects to the commodity normally supplied to other buyers by the Seller.

*.*In case the Seller furnishes any drawing in connection with the Contract, the drawing(s) shall be in conformity with the contractual specifications. Such drawing(s) approved by the Buyer at the time of conclusion of this Contract shall make part of this Contract.

*.*In case spare parts are supplied by the Seller, those shall be substantially identical to the original parts specified in this contract. All fittings and/or accessories necessary for completion of the equipment which is a part of the Commodity, as specified in this contract shall be furnished by the Seller without any additional cost charged to the Buyer.

*.*The quantity of Commodity will be assured by the Seller and no variation in quantity will be allowed provided that such variation has been caused by conditions of loading, shipping or packing, or allowance in manufacturing process, and then only to the extent specified elsewhere in this contract.

Article *.Inspection

*.*If independent inspection is stipulated in this contract, the Buyer, within a reasonable time from the effective date of this contract, shall appoint an inspector to inspect the Commodity prior to delivery.

*.*The Seller shall furnish the inspector with all reasonable facilities and assistance, including records of all inspection performance made by the Seller to enable the inspector to fulfill his obligation and responsibilities.

*.*The Commodity which has been inspected and acknowledged to be in compliance with all the requirements of this contract shall be stamped or labeled with the inspector's own emblem.

*.*The Seller shall be responsible that the Commodity delivered to the Buyer be the same commodity described in the certificate of inspection.

*.*Unless otherwise agreed upon in this contract, any or all inspection fees shall be borne and paid by the Seller.

Article *.Packing of the Commodity

*.*The Seller shall be responsible for the packing the Commodity per unit item both in the interior and in the exterior respectively to ensure safe delivery to the Carrier and to the End-User by the Carrier. Seller shall make sure to pack the Commodity with sturdy materials such as woods or corrugated cardboard to prevent deterioration, breakage, theft, loss of the cargo during delivery and distinguishable with other cargoes in appearance.

*.*The Seller shall be liable for any loss or damage arising from insufficient or inadequate packing. Unless where inevitable, packing material shall be of environment-affinity. In the event that wooden materials are used for packing of Commodity, such wooden materials must be disinfected in order to protect the environment.

Article *.Marking of Transit Packs

*.*Each package or container shall be marked for speedy and easy identification of the consignment. In each package or container, one (*) copy of the detailed packing list shall be enclosed.

*.*Such marking shall cover the following items:

i)Consignee: Agency for Defense Development, PO box *, Yuseong-gu, Daejeon, ** Republic of Korea,

ii)Contract Number,

iii)Port of discharge,

iv)Number of packages or containers and item numbers & quantity of the Commodity packed or contained,

v)Commodity description,

vi)Net and gross weight and cubic measurement,

vii)Seller's marks and/or trademarks,

viii)Caution marks, if applicable,

IX)In the event that wooden materials are used for packing of the Commodity, mark that evidences such wooden material to have been disinfected

x)Other markings required by this contract.

Article *.Delivery and Shipments

*.*Within one business day after the Seller delivers the Commodity to the carrier, the Seller will send E-mail the Buyer a complete set of shipping documents including the commercial invoice, packing list and airway bill.

*.*Delivery shall be effected upon presentation of a clean 'on board ocean vessel' or 'charter Party 'bill of lading, 'freight prepaid' or 'freight collect', as the case may be, evidencing shipment in accordance with the delivery terms stipulated in this contract.

*.*Any partial shipments shall not be allowed except when the Special Terms and Condition attached with this Contract clearly stipulates permission of such shipping.

Article *.Breach of Contract & Termination

*.* Breach of Contract

*.*.*.A party shall be deemed to have committed a material breach when it fails to perform substantial obligations under the Contract.

*.*.*.Any of the events enumerated below constitutes the Seller's material breach of this Contract:

i)Failure to effect Delivery of Commodity:

ii)Failure to satisfy all the requirements and/or specifications of the Commodity as specified in this contract:

iii)Anticipatory repudiation of this Contract by the Seller:

iv)Failure to establish the Performance Bond or the Repayment Guarantee, or amend or extend the validity as required by the Contract:

v)Failure to perform the Warranty Obligations stipulated in Article * hereof:

vi)Failure to cure any discrepancy or deficiency of the Commodities within the delivery period:

vii)Any other significant non-performance of any of the Seller's major obligations stipulated in this Contract

*.* Termination

*.*.*.

*.*.*.

*.*.*.

*.*.*.

*.*.*.

*.*.*.

*.*.*.

*.*.*.

*.*.*.

*.*.*.

*.*

*.*

*.*.*.If the Seller commits a material breach of this Contract, the Buyer shall send to the Seller a written notification of such material breach, and if such material breach is not cured by the Seller within fifty (*) days from Seller’s receipt of the Buyer’s notification, Buyer is entitled to the following:

i)terminate the Contract in whole or in part,

ii)confiscate the whole amount of the Performance Bond stipulated in Article * hereof, and

iii)confiscate the Repayment Guarantee with the interest accrued thereon pursuant to Article * hereof.

If it is reasonably proven by the Buyer that the actual damages arising out of the Seller’s material breach exceeds the amount of the confiscated Performance Bond, Buyer shall be entitled to such excess amount of additional damages.

*.*.*.When the Buyer terminates this Contract in whole or in part pursuant to the preceding subparagraphs a, the Buyer shall notify the Seller to that effect by registered airmail.

*.*.*.If this Contract is terminated in whole or in part pursuant to this Article, the Buyer may procure the commodity which meets the purpose of this Contract from other source of supply within six (*) months after such termination. In this case, the Seller shall be liable for any excess costs to procure such commodity.

*.*.*.In case the Buyer is entitled to terminate this Contract in part, the Buyer, in addition to any other rights provided in this Article, may request the Seller to deliver and to transfer title of any completed Commodity which has not been delivered or any partially completed Commodity which the Seller produced or specifically acquired for performance of this Contract; and the Seller shall, upon direction of the Buyer, protect and preserve property in the possession of the Seller in which the Buyer has an interest.

Article *.Liquidated Damages

*.* Notwithstanding the provisions of the Article *, when the Seller fails to effect shipment or delivery within the period of time stipulated in this contract and/or even if the Buyer is noticed by the Seller that the Seller may cause delayed shipment or late delivery after the shipping date fixed by the Buyer, the Buyer shall be entitled to deduct from any money due or confiscate the performance bond or make a claim against the Seller for compensation of the amount of liquidated damages calculated at a rate of seventy-five thousandth’s of one percent (*.*%) per day of the contract amount until such delayed shipment or delivery is effectively made. The damage shall be calculated from the last date of shipment against total contract value. However, total liquidated damages for delayed shipment or delivery shall not exceed ten percent (*%) of the contract value.

*.* Where partial shipments or deliveries are permitted in this contract and if it has been expressly agreed that this contract is of divisible nature, the liquidated damages under this Article shall be calculated at a rate of seventy-five thousandth’s of one percent (*.*%) per day of the invoice amount of delayed partial shipment(s) or delivery(ies).

*.* Notwithstanding the provisions of the preceding paragraphs of this Article, where the Seller fails to effect shipment(s) or delivery(ies) within the period of time stipulated in this contract or fails to make such delayed shipment or delivery as provided in the preceding paragraph (a) of this Article, the Buyer shall have an option to nullify or terminate this contract wholly or partially under the provisions of Article *.

Article *.Force Majeure

*.* Neither party shall be responsible for any delay or failure of Delivery of Commodity which may arise from causes beyond the its reasonable control such as acts of God, fires, explosions, strikes, lockouts, riots, civil commotions, mobilizations, threat or existence of war, blockades, embargoes, requisition of vessels, epidemics, changes in the relevant laws and regulations made after this Contract became effective and government orders in granting necessary permits or permit approvals. (the 'Force Majeure Event').

*.* Upon occurrence of the Force Majeure Event, the Seller shall notify the Buyer by tele-transmission, email and/or subsequent airmail within twenty (*) days from such occurrence of Force Majeure Event. The notification shall be attached by a written certificate issued by the authorized governmental organization of the applicable country. The certificate shall indicate;

i)that the Seller could not reasonably foresee occurrence of Force Majeure Event at the time of execution of the Contract, and

ii)that the Seller could not control the failure of or the delay in Delivery of Commodity due to such Force Majeure Event.

*.* In case the Force Majeure Event continues for more than ninety (*) days, and the Buyer judges the purpose of this Contract to be unattainable, the Buyer may terminate this Contract in whole or in part, and confiscate the whole amount of the Repayment Guarantee. In this case, neither party of this Contract shall make any claim for compensation of any loss by such termination.

*.* The provisions of this Article shall apply to both the Seller and the Buyer in connection with the default or the delay in performing the respective obligations under this Contract due to Force Majeure Event.

Article *.Intellectual Property Rights

If the Buyer receives a claim that the Commodity or any part thereof is in infringement of an intellectual property right, the Seller shall, at its own expense and option, conduct the following actions:

*.* Settle the claim in an amicable way such as reconciliation with the claimant;

*.* Procure for the Buyer the right to use such Commodity in a manner intended in this Contract;

*.* Replace or modify the Commodity with an equivalent but non-infringing alternative commodity that conforms to the specifications of this Contract or

*.* Defend against such claims. If any court of competent jurisdiction holds such Commodity to constitute infringement, the Seller shall take at its own option one of the actions described under a. through c. above.

Article *.Maintenance of Secrecy

The Seller shall warrant that any data or information related to this Contract will be held and preserved as commercially confidential information. All documents and communications between the parties in relation to this Contract shall not be disclosed in any way without the Buyer's prior consent.

Article *.Charges

Administration fees, all banking charges and other related charges including postage, etc. incurred outside Korea during the Seller's performance of obligation under this Contract, shall be borne by the Seller.

Article *.Assignment and Novation

The Seller shall not assign, transfer or novate to any third party this Contract or any part thereof without prior written consent of the Buyer. Even if the Seller's legal status as a business entity is changed by merger and acquisition after this Contract is entered into, its obligations under this Contract shall remain unchanged.

Article *.Governing Laws

The formation, validity, construction and performance of this contract shall be governed by the laws of the Republic of Korea.

Article *.Jurisdiction/Arbitration

*.* In the event of disputes, controversies, or disagreements between the Seller and the ADD arising in connection with this Contract (the 'Dispute'), the parties shall negotiate in good faith. However, if the parties fail to reach settlement or resolution after thirty (*) days from the occurrence of the Dispute, the Dispute shall be finally settled by litigation or arbitration.

*.* In case of arbitration, the Dispute shall be finally settled by an arbitration panel in Seoul, the Republic of Korea, in accordance with the Commercial Arbitration Rules of the Korean Commercial Arbitration Board.

*.* The arbitration shall be made by three (*) arbitrators; each one arbitrator nominated by the Seller and the ADD respectively and the third neutral arbitrator nominated by the mutual agreement between the arbitrators. In case the two arbitrators fail to agree to nominate the third arbitrator, Korean Commercial Arbitration Board shall have the right to nominate the third arbitrator.

*.* Any litigation concerning the Dispute shall be settled by the Seoul Central District Court, Republic of Korea.

Article *.Non-Waiver

No omission or delay on the part of the Buyer in exercising any right shall be considered as a waiver of such rights and any other right hereunder. The rights and remedies of the Buyer provided in this Contract shall not be exclusive and in addition to any other rights and remedies provided under this Contract.

Article *.Entire Agreement

*.*All Sections and Annexes of this Contract and any other documents attached thereto constitute the entire and sole agreement of the parties to this Contract and any other representations, agreements, undertakings or proposals not expressed in this Contract are superseded and declared null and void.

*.*No alteration, modification or change of this Contract shall have any effect unless such alteration, modification or change be made in writing and signed by the duly authorized representatives of the parties to this Contract.

Article *.Headings

The headings used throughout this Contract are for convenience and reference only and shall not be deemed or construed as limiting or expanding the language of the provisions to which such headings may refer.

Article *.Language

All written notices, communications, data or amendments which are required by or pertinent to this contract shall be in the English language.

Article *.Notice

Except in cases where otherwise stipulated in this contract, any notice, request, direction, or other communication required or desired to be given or made, is to be in writing and is effective if delivered in person, or sent by e-mail, registered mail, or by telegram or telefax, or fax, postage prepaid or charges prepaid, as the case may be.

Article *.Effectiveness of this Contract

This Contract shall be effective from the date of full signatures by the Seller and the Buyer.

Article *.Proper Contract Price

*.*The Contractor shall guarantee that all the prices specified in this Contract do not include any improper costs, and warrant that this Contract is made directly between the Contractor and ADD.

*.*The Contractor shall guarantee that the prices stated in this Contract do not exceed the Contractor's

regular prices as adjusted by the export differential, and that the prices are not higher than those stated to other buyers similarly situated at the time of conclusion of this Contract.

*.*The Contractor hereby agrees and undertakes that the selling price(s) of the Commodity for the ADD's future requirements will be adjusted only within the scope of fluctuations measured by the price index of the recognized authorities.

*.*The Contractor's violation of the provisions of this Article will entitle ADD to cancel or terminate this Contract and/or to claim refund for excessive price paid.

Article *.Implementation of Offset Program

*.*Where an appropriate offset program in connection with this contract is determined and is requested by the Ministry of National Defense which acts for and represents the Governments of the Republic of Korea, the Seller shall have an additional obligation to submit the offset proposal and execute the Memorandum of Agreement thereon in compliance with Korean Defense offset Program Guidelines.

*.*Unless otherwise agreed in this contract, the Seller shall have a separate and independent performance bond issued for the offset program in the manner as specified in Korean Defense Offset Program Guidelines. However, where the performance bond issued pursuant to Article * is also used for the purpose of offset program and if the offset program is neither completed nor fulfilled on or before the expiry of the performance bond issued for this contract, its validity shall be automatically extended to the *th day following the anticipated or agreed date of fulfillment of the offset program.

*.*If the Seller fails to perform the obligation stipulated respectively in the preceding paragraphs (a) and (b), the Buyer may terminate this contract in whole or in part.

ANNEX NO.*

GENERAL TERMS AND CONDITIONS SPECIAL PROVISIONS FOR EMPLOYMENT OF THE

SELLER'S COMMISSION AGENT.

When the seller makes a written proposal to the effect that the seller would employ a commission agent defined below for sale of the Commodity specified in the Commodity Descriptions and if the Purchaser accepts such written proposal in accordance with the relevant rules and procedures of the Ministry of National Defense, Republic of Korea('Ministry of National Defense'), the following clauses of this Annex will be incorporated in and made part of this contract :

*. The term 'commission agent' used herein means a natural or corporate body of Korean nationality which is authorized under proper commercial contract to act for and represent the seller for and in connection with sale of the Commodity specified in the Commodity Descriptions and which has been registered as a commission agent in compliance with the legal procedures of the Ministry of National Defense and which is allowed by the Purchaser to serve as a commission agent for the Seller in negotiating and making this contract.

*. In case where the Commodity or any part thereof which is actually delivered into the charge of end-user(s) intended or nominated in this contract does not comply with the specifications or descriptions of the Commodity and/or has any defect(s), the Seller and its commission agent shall be jointly and severally responsible for such noncompliance or defect(s).

*. When the Seller or its commission agent commits any breach of this Annex, the Purchaser will be entitled to terminate this contract in whole or in part and to confiscate unconditionally the amount specified in the performance bond.

ANNEX NO.*

GENERAL TERMS AND CONDITIONS SPECIAL PROVISIONS FOR PROHIBITION OF ANY DIRECT OR INDIRECT SALE OF THE COMMODITY TO NORTH KOREA

*. These special provisions are primarily purposed to prohibit any direct or indirect sale of the contractual commodity to North Korea. The contractual commodity stated herein includes any related technical data and information.

*. The Seller hereby warrants that any goods same as or similar to the commodity specified in this contract shall not be sold or transferred to North Korea.

*. If and when the Purchaser or other governmental agency has obtained any verbal or written information to the effect that the Seller has violated these special provisions, the Purchaser will the confiscate any money stated in the performance bond and in the repayment guarantee and/or make a definite claim for recovery of all payments made to the Seller and other consequential losses.

*. The term 'sale' or 'transfer' used herein covers lease or release or assignment or any other possession of the goods designated in these special provisions.

*. These special provisions are hereby incorporated in and made part of this contract. However, these special provisions indefinitely survives all other terms and conditions covered by this contract.

*. Where a commission agent for the Seller is involved in this contract, these special provisions are binding upon such commission agent.

ANNEX NO.*

GENERAL TERMS AND CONDITIONS FORM/CONTENT OF STAND-BY LETTER OF CREDIT

FOR PERFORMANCE BOND

NAME OF ISSUING BANK CREDIT NUMBER

PLACE AND DATE OF ISSUE DATE AND PLACE OF EXPIRY

ADVISING BANK APPLICANT

BENEFICIARY AMOUNT

ADVICE FOR THE BENEFICIARY

Gentlemen:

We hereby issue in your favor this irrevocable stand-by letter of credit which is available by payment of your sight draft(s) for the whole amount stated herein or part thereof drawn on(Name of the Advising Bank in Seoul, Korea) accompanied by the following document :

(A) One signed original copy of your written statement to the effect that the Applicant has committed a material breach of the Contract No. as defined in General Terms and Conditions Article * thereof.

This irrevocable stand-by letter of credit relates to the Contract No. which has been entered into between the Beneficiary and the Applicant. And this credit also relates to an irrevocable documentary credit which is or will be issued in favor of the Applicant pursuant to the related contract(the 'main credit')

If and when the latest date for shipment stipulated in the main credit is extended for a given period of time, the expiry date stated herein will be automatically extended for an equal given period of time longer.

Where any liquidated damages for delayed shipment(s) are paid to the Beneficiary under and in accordance with the terms and conditions of this credit, the credit amount will be automatically increased and reinstated up to the original amount stated herein.

This irrevocable stand-by letter of credit is issued subject to the Uniform Customs and Practice for Documentary Credits(** Revision, International Chamber of Commerce, Paris, France, Publication No. *) and engages us in accordance with all the applicable provisions thereof. The number and date of this credit and the name of the issuing bank must be quoted on your draft(s) required.

NAME OF THE ISSUING BANK

(Authorized Signature)

CONTRACT NO.( )

ANNEX NO.*

GENERAL TERMS AND CONDITIONS FORM/CONTENT OF STAND-BY LETTER OF CREDIT

FOR REPAYMENT GUARANTEE

NAME OF ISSUING BANK CREDIT NUMBER

PLACE AND DATE OF ISSUEDATE AND PLACE OF EXPIRY

ADVISING BANK APPLICANT

BENEFICIARYAMOUNT

ADVICE FOR THE BENEFICIARY

Gentlemen:

We hereby issue in your favor this irrevocable stand-by letter of credit which is available by payment of your sight draft(s) for the whole amount stated herein or part thereof drawn on(Name of the Advising Bank in Seoul, Korea) accompanied by the following document :

(A) One signed original copy of your written statement to the effect that delivery of the commodities under the Contract No. has not been performed by reason of the Applicant's default or the force majeure cause.

This irrevocable stand-by letter of credit relates to the Contract No. which has been entered into between the Beneficiary and the Applicant. And this credit also relates to an irrevocable documentary credit which is or will be issued in favor of the Applicant pursuant to the related contract (the 'main credit').

The amount stated herein covers and represents the advance(s) which is(are) paid to the Applicant under and in accordance with the terms and conditions of the main credit, and the interest(s) thereon which will accrue until the expiry date stated herein. Where the commencing date of interest calculation is not specified in the main credit the date of issue stated herein is considered to be the commencing date of interest calculation.

If and when the latest date for shipment stipulated in the main credit is extended for a given period of time, the expiry date stated herein will be automatically extended for an equal given period time longer and the amount of this credit will be accordingly increased by the interest which will accrue for such extended period of time.

Pro rata reduction(s) of the amount stated herein will be effected only when all the following requirements are met: (*) partial shipments or shipment by installments are allowed in the main credit, (*) the main credit includes an express wording to the effect that the related contract is of divisible nature, and (*) the detailed schedule of such pro rata reduction(s) is attached hereto. Notwithstanding the preceding requirements, such pro rata reduction shall not be effected prior to expiration of ninety (*) days after the date of the corresponding partial shipment or installment shipment.

This irrevocable stand-by letter of credit is issued subject to the Uniform Customs and Practice for Documentary Credits(** Revision, International Chamber of Commerce, Paris, France, Publication No. *) and engages us in accordance with all the applicable provisions thereof. The number and date of this credit and the name of the issuing bank must be quoted on your draft(s) required.

NAME OF THE ISSUING BANK

(Authorized Signature)

Contract Number : ____________________

ANNEX NO.*

SPECIAL TERMS AND CONDITIONS FOR INTEGRITY PLEDGE

*. The purpose of the Special Terms and Conditions for Integrity Pledge is to stipulate what constitutes violation of the integrity Pledge on the contract by the Seller or the Commissioned Agent, and penalties for such violation.

*. The Seller and the Commissioned Agent shall observe what is stipulated in the Integrity Pledge as signing and fulfilling the contract including prohibition of offering valuables or entertainment (including provision of unfair job opportunities), and requesting certain information.

*. In the event there is any violation of the Integrity Pledge in areas listed below by the Seller, the Buyer shall have the right to restrict participation in a bidding procedure as stipulated in “Act on contracts to which the state is a party”.

a. Promise or provision of payment or entertainment (including provision of unfair job opportunities) to the relevant public servants to influence decisions or in the course of bidding, contract award, or signing & implementing a contract.

b. Request of certain information for a defense program.

c. Disclosure of certain information to a third party without approval, including R&D result obtained during implementation of the contract.

d. Taking money, wrongful action, or unfair measures against subcontractor(s) by abusing the position as the primary Contractor in the course of signing a contract or implementing a program with a subcontractor.

*. In the event there is an action that constitutes as violation of the Integrity Pledge as stipulated in Article *(*.*~*.*) of this Pledge, the Buyer is entitled to terminate the Contract.

SECTION II. SPECIAL TERMS AND CONDTIIONS

*. This contract shall become effective on the date when(EDC):

A) The contract is signed by the Seller and the Buyer and,

B) Necessary government approval and/or export license is issued by authority

(If applicable)

*. Export License

A) ADD shall reserve the right to terminate this Contract at no cost, expense or liability if the Seller fails to obtain a required export license for the commodity and service within three (*) months from the date of the contract signed by the Seller and the Buyer. Upon termination, the Seller shall return all payment that ADD has paid for this Contract with a Korean statutory interest.

B) The Seller shall submit the list of governmental approvals and certificates (e.g. export licenses) it is aware that it requires for the performance of this Contract within * days after both parties’ signature on the contract along with the plan and schedule to get such approvals and certificates, in a form similar to the table below.

C) ADD shall provide (Please state ‘the required documents’) for the Seller to apply for export license in a timely manner.

*. Price Terms:FCA____________international airport (INCOTERMS**)

*. Shipment and Delivery

A)The delivery of the commodities shall be completed within six (*) months from EDC

B)The shipment shall be effected by Korean flag air and/or vessel through ADD’s nominated freight forwarder. The forwarder information will be notified to the Seller by e-mail. The Seller shall notify ADD the shipping readiness of the commodity by e-mail at least thirty (*) days prior to the anticipated shipping date. The Seller shall notify ADD the shipping information by e-mail after the completion of shipment.

C)Partial shipments and transshipment are not allowed.

D)Early shipment is permitted.

E)The Seller shall present correct H.S Code for commodities in the shipping documents. Commodity descriptions shall be matched with shipping documents for import customs clearance properly.

F)Packing shall be made in accordance with “The Quarantine Requirements on Wood Packing Material (WMP) of Imported Consignments’ attached hereto.

G)In case of goods delivered from FTA contracting countries, Seller shall submit FTA Preferential Certificate of Origin (FTA C/O) to Buyer in order to apply FTA preferential tariffs. In addition, Seller shall be responsible for any damages or any cost incurred due to defects of FTA C/O

H)In case the place of origin is from EU, EFTA country or the U.K., the following sentences shall be included in the commercial invoice. Commercial invoice which specify the origin can be considered as the FTA Preferential Certificate of Origin (FTA C/O)

I)ADD will make import customs clearance with the goods including the equipment installation cost. Total contract amount will be reported to Korea Customs Service, so the invoice including the equipment installation cost amount shall be submitted for import customs clearance purpose.

*.Liquidated Damage

A)If the Seller fails to make shipment within the due date stipulated in the ‘Article *. A)’, Liquidated Damage shall be charged against the Total Amount.Such liquidated damage shall be calculated at the rate of zero point zero seven five percent (*.*%) of the total contract valueper day for the late shipment.

B)Total Liquidated damage shall not exceed * percent of total contract value

C)If shipment and/or serviceis being delayed for the reasons beyond control of the Seller under Article*. Force Majeure (General Terms and Conditions), and such a delay affects the delivery/service schedule, the Seller immediately notify the Buyer of such fact with support evidence. In the event of such a delay, the delivery/service schedule shall be adjusted by a mutual agreement and the Liquidated damage can be exempted by mutual agreement.

*. Payment Schedule

A) All Banking Charges caused outside of Korea shall be paid by the Seller.

B) All “Required document” stipulated on the above table must be presented to ADD Foreign Supply Team for effecting the payment. If any document is omitted, payment will be pended.

C) Payment shall be made through T/T (NET * DAYS)

The seller’s bank account for the payment is as follows;

Beneficiary name:

Bank name:

Swift code:

BIC:

IBAN:

Account No:

Address:

*. Notices

A) Notices to Buyer shall be addressed as follows:

AGENCY FOR DEFENCE DEVELOPMENT

Foreign Supply Team

* Bugyuseong-daero * beon-gil(Sunam-dong *), Yuseong-gu,

Daejeon, *-*, Republic of Korea

Attn. : Mr. Hyeongseok Lim, Finance and Contract Commissioner

CC : Ms. HanbiChoi, International Contract Manager (Foreign Supply Team)

E-mail: intcon*@add.re.kr, kwon-tom@add.re.kr

TEL NO. : *-*-*-**

B) Notice to the Seller shall be addressed as follows:

(Seller Name)

(Contact Division)

(Address)

(Attention)

(E-mail)

(TEL No.)

(If any, Local contact point)

C) Either Party may change its address and attention by providing written notice to the other Party in the manner set forth immediately above.

D) All notices, requests, demands, approval and other communications shall be deemed to have been duly given to the other Party to be notified as follows unless otherwise expressly provided for this Contract.

*) at the time of personal delivery, or

*) on the date of receipt of notice by registered mail, or

*) on the date of e-mail receipt

*. Warranty:The system shall have a warranty period of one (*) year from the date of delivery.

*. If there’s any discrepanciesbetween the terms or any differences in the meaning of the terms of this Contract, the Section II special terms & Conditions is most precedence.

*. No alteration, modification or change of material termsof this Contract after the effective date of contract including, but not limited to the terms of shipment, payment, warranty, liquidated damage, commodity to be provided, and service to be provided shall be valid without written agreement between Buyer and Seller.

*. Any documentation including,but not limited to the FAT documents, Minutes of Meeting, reports, technical proposal, and agreement that is likely to cause any material change of terms of this Contract shall be sent to ADD Foreign Supply Teamimmediately. Such documentation shall be confirmed by ADD Foreign Supply Teamto be effective.

*. The Seller shall agree and undertake that the selling prices of the spare parts listed in the proposal for the customer’s future requirements will be adjusted only within the scope of fluctuations measured by the price index of the recognized authorities such as the OECD

*. For the Seller’s own assetssuch as tool, measurement equipment, etc. which temporally delivered and used for the installation and training at the end-user’s site, the Seller delivers those items to the installation site and return them to the Seller’s country at Seller’s own responsibility and cost. Those items must be packaged separately from the commodities in this Contract.

*. Travel & Lodging expense

A)ADD is responsible for travel and lodging expenses for ADD members for all meetings and trainings at the Contractor’s premises.

B)The Contractor is responsible for travel and lodging expenses for the Contactor’s members for all meetings and trainings at the ADD’s premises.

*. Special Materials and Conditions

ADD will be responsible for and take care of all legal, administrative and import license requirements for the importation of the Materials into Korea. Contractor shall, at least one (*) month prior to the anticipated shipping date, submit a pro-forma invoice, packing list, MSDS (Material Safety Data Sheet, if necessary) and HS-CODE to ADD (Foreign Supply Team(s) of ADD). If there are items requiring import license (permission) from Korean government, Contractor can ship them after import license from the Korean government and confirmation from ADD

Attachment #*

IMPLEMENTATION CERTIFICATE

We hereby certify that, in compliance with the Contract No. , milestone of ‘_______’ by ADD’s End-user Team’ that are stipulated in the above Special Terms and Conditions Article *. to be provided by[ ] have been completed on .

Certified by : Service-User's Representative (ADD)

Signature:

Name:

Title:

Date:

Contractor's Representative

Signature:

Name:

Title:

Date:

Attachment #*

CERTIFICATE FOR PACKING CONDITIONS

SHIPPER : (SHIPPER'S REF)

CONSIGNEE :

NOTIFY PARTY :

L/C No. :

P/O No. :

PORT OF LOADING : DESTINATION :

ITEM DESCRIPTION : SPECIAL CONDITION :

Q'TY & MATERIAL OF PKG :

GROSS WEIGHT :

MEASUREMENT :

WE DO HEREBY CERTIFY THAT ALL ABOVE COMMODITIES ARE PACKED UNDER STANDARD PACKING CONDITION.

ISSUING DATE :

(SHIPPER'S NAME and SIGNATURE)

WE HEREBY CERTIFY THAT ABOVE COMMODITIES ARE RECEIVED BY THE UNDERSIGNED WITH STANDARD PACKING CONDITION.

DATE : MAWB No. OR HAWB No. :

VESSEL NAME/FLT No. :

(CARRIER'S NAME and SIGNATURE

Attachment #*

The Quarantine Requirements on Wood Packaging Materials(WPM) of Imported Consignments

□Enforcement Date: June *, **.(Shipping date)

□Regulated Articles

All non-manufactured wood packaging materials(WPM) such as pallets, crating, dunnage, packing blocks, etc.

□Exempted Articles

plywood, veneer panel, particleboard, oriented strand board, wafer board, fiber board, densified wood, glued laminated wood, agglomerated cork, pulp, wood wool, wood flour, ground cork

□Regulated Areas

All countries

□Requirements

○All imported wood packaging materials should be treated by one of the following methods, and present the mark which certifies the approved treatment on two opposite sides of the WPM.

<Treatment methods>

*)Heat Treatment(HT): WPM should be heat treated at a minimum wood core temperature of

*℃for a minimum of * minutes.

*) Methyl Bromide(MB) fumigation

WPM should be fumigated with methyl bromide as follows. The minimum temperature

should not be less than *℃and the minimum exposure time should be *hrs.

Provided, WPM made of Pinus spp., Larix spp., Cedrus spp. from Japan, China, Taiwan,

○The Mark should contain the valid symbol approved by IPPC, country code, unique number of the producer/treatment facility designated by the National Plant Protection Organization (NPPO) of exporting countries and treatment methods (HT, MB)

□Non-compliance Measures

- WPM without approved mark: Disposal or Return to the origin

- WPM with approved mark but with live regulated pests : Treatment or Disposal or Return to the origin

□Marking for Approved Measures

- symbol

-ISO two letter country code followed by a unique number assigned by the NPPO to the

producer of the wood producer of the wood packaging material, who is responsible for

ensuring appropriate wood is used and properly marked

-IPPC(International Plant Protection Convention) abbreviation for the approved measure

used (e.g. HT, MB)

SECTION Ⅲ. COMMODITY DESCRIPTIONS

SECTION IV. Requirements for Technical Proposal

Commodity Descriptions

(CompactTelemetry Antenna)

August, **

AGENCY FOR DEFENSE DEVELOPMENT

* Overview

The Compact Telemetry Antenna shall be used to receive telemetry signals from airborne test articles and to automatically track the target during flight test.

* General Requirements

*.* Warranty

The system shall have a warranty period of one (*) year from the date of delivery.

*.* Delivery

The delivery period shall be within six (*) months from the date of contract award.

Earlier delivery within the specified period is preferred whenever possible.

*.* Payment Terms

*% payment after completion of delivery, *% payment after final acceptance test by end-user.

* Specifications of Compact Telemetry Antenna

The technical specifications of antenna and sub-system are described in the following table.

* Evaluation

All performance and specifications required in this description should be described in the bidder’s technical offer. The offer is to be evaluated by the end user of ADD during the period of evaluation. The drafted guidance for technical evaluation score excepting the bidding price is given in the following table.

As a result of technical evaluation of the offer submitted by the bidder, bidders with a technical evaluation score of *% or more of the highest score will be selected as candidates for price bidding.

Technical Evaluation Criteria