Re-Invitation for Bid (IFB)

**-*

● Invitation No: ADD-*-* (Urgent)

● P. R. No: R**DF

● Project Name: Technical Advisory Services for Maritime Unmanned Systems Architecture Development

● Time and Date of Registration for Bid: *:*~*:* November *th, **(Korean Standard Time)

●Bid Due Date & Time: *:* November *th, ** (Korean Standard Time)

● 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 technical services stipulated in Section III “Commodity(Service) Descriptions”.

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,

Hyeongseok Lim

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

General Instruction to Bid

*.QUALIFICATION OF BIDDERS

A bidder must:

a.Be a manufacturer or supplier who has a principal place of business abroad and foreign supplier who has manufacturer`s certificate issued by manufacturer.

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

a.A 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.

b.Bid 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 (Appendix *-*)

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. When the agent submits the bidders’information and the power of attorney, the documents should be notarized by public certificate.

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

(or Authorized Person to sign documents via Power of Attorney - Appendix*-*)

Representative’s Signature (or Company Seal)

(or Authorized Person to sign documents via Power of Attorney - Appendix*-*)

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

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

(or Authorized Person to sign documents via Power of Attorney - Appendix*-*)

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

Representative’s Signature (or Company Seal)

(or Authorized Person to sign documents via Power of Attorney - Appendix*-*)

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

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

Bid Bond (Memorandum of Payment)

From :

To : Agency for Defense Development

Invitation No.:

Date of Bid:

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

(or Authorized Person to sign documents via Power of Attorney - Appendix*-*)

Representative’s Signature (or Company Seal)

(or Authorized Person to sign documents via Power of Attorney - Appendix*-*)

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

※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 (or Representative)

* 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. (Appendix *-*, Appendix *-*)

*If the bid document is signed by the president(or Representative) 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

(or Representative or Authorized Person to sign documents via Power of Attorney - Appendix*-*)

─────────────────

Appendix * : Certificate of Compliance

CERTIFICATE OF COMPLIANCE

AGENCY FOR DEFENSE DEVELOPMENT

REF No. : ADD BID 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 ------------------------------------

(or Authorized Person to sign documents via Power of Attorney - Appendix*-*)

Representative’s Signature (or Company Seal)

(or Authorized Person to sign documents via Power of Attorney - Appendix*-*)

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

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(Service) 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:

Representative’s Signature (or Company Seal)

(or Authorized Person to sign documents via Power of Attorney - Appendix*-*)

:

(Name & Title)

Appendix *-* Commodity(Service) Descriptions (Pricing Proposal)

Invitation No. :_____________

P.R. No. : _________

*.Please note that the “Total price”stated in this page shall represent the NET PRICE payable to and receivable by the successful bidder, as determined in accordance with Section II. *. Payment schedule.

*.Pursuant to the Agreement between the Republic of Korea and the country of the Contractor for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income, the final contract amount, inclusive of applicable taxes, may vary depending on the contractor`s country.

*.Please be advised that, for the purpose of evaluating the lowest bid price under this bid, the evaluation shall be based on the GRAND TOTAL PRICE, which includes all applicable taxes in accordance with the relevant tax laws and regulations of each applicable country.

Representative’s Signature (or Company Seal)

(or Authorized Person to sign documents via Power of Attorney - Appendix*-*)

:

(NAME & TITLE)

※Note

*.Commodity and Service shall be separately quoted. Detailed breakdown of commodity(service) 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 offer

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(Service) Descriptions

D.Section IⅤ. Requirements 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 of Korea

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

SECTION I. GENERAL TERMS AND CONDITIONS

(General Services)

Article *. Definitions

The following terms when used in this Contract shall have the meanings herein assigned to them, unless their use in the context is inconsistent with such meanings.

*.*“Applicable law”means statutes, ordinances, rules, decrees, requirements, regulations or orders of any governmental authority or agency, whether national, supranational, regional, municipal, local or other governmental subdivision, instrumentality, agency, authority, court or other body having jurisdiction over the relevant Party or the subject matter hereof.

*.*“Deliverable Data”means any design, engineering or technical data and documentation, as specified in Part III, that the Contractor shall deliver to ADD, including any related data and information thereof, in accordance with the Contract.

*.*“Deliverable Items”means any material, equipment or items as specified in Part III, that the Contractor shall deliver to ADD, including any related data, information and manuals, in accordance with the Contract.

*.*“Deliverables”means the Deliverable Data and Deliverable Items.

*.*“Milestone”means a portion of the definite, measurable work effort to be performed by the Contractor, upon completion of which the payment is to be made in accordance with the payment schedule as set forth in Part II. Special Terms and Conditions.

*.*“Service”means any technical assistance provided by the Contractor, including review, analysis, calculation and any other consulting and advisory services to be provided, as stipulated in Part IV. Technical Proposal.

*.*“End-User”means a personnel employed by ADD to which the Service is to be provided by the Contractor hereunder.

*.*“EDC”means the Effective Date stipulated in Article *.

*.*“Government Approval”means any approval, consent or authorization from, registration or filing with, notice to, or license, permit or certificate from, competent government authority.

*.*“Intellectual Property Rights”or “IPR”shall mean all inventions (whether patentable or not), innovations, discoveries, know-how, copyrights, design rights, mask work rights, confidential information and other intellectual property rights protected by the related laws in the related countries.

*.*“Lien”means any mortgage, lien, security interest, pledge, lease or other charge or encumbrance of any kind, including without limitation, the lien or retained security title of a purchase money creditor or conditional vendor, and any agreement to give any of the foregoing.

*.*“SOW”means Statement of Work hereunder.

*.*Unless otherwise agreed in writing between Parties, FCA, FOB, CFR, DAP or other delivery terms stipulated in the Contract shall be governed by Incoterms®**.

*.*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.

*.*Other Terms. Other terms may be defined elsewhere in the text of this Contract and, unless otherwise indicated, shall have such meaning throughout this Contract.

*.*Other Definitional Provisions

*.*.* The words “hereof”, “herein”, “hereby”and “hereunder”and words of similar import, when used in this Contract, shall refer to this Contract as a whole and not to any particular provision of this Contract.

*.*.* The terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa.

*.*.* Words of inclusion shall not be construed as terms of limitation herein, so that references to “included”matters shall be regarded as not-exclusive, non-characterizing illustrations.

*.*.* Whenever reference is made in this Contact to any Article, Part or Appendix, such reference shall be deemed to apply to the specified Article or Part of this Contract or the specified Appendix to this Contract.

*.*.* Words importing gender include both genders.

*.*.* Day, Week and Month used under this Contract, respectively, means calendar day, calendar week and calendar month according to the Gregorian calendar, unless otherwise specified as business day.

Article *General Responsibilities

The Contractor shall provide the Services necessary for ADD to successfully carry out the project stipulated in Part III. Statement of Work (the “Project”), provided that the details description thereof is given in the Appendices and other provision of this Contract.

Article *Performance of this Contract

*.*The Contractor must:

*.*.*.Perform the Service for ADD in accordance with milestone schedules, conditions and/or procedures specified in Part III. Statement of Work attached hereto.

*.*.*.Bear all the risks and the expenses to be incurred in connection with the Performance of the Service.

*.*.*.Provide its technical personnel who shall be highly qualified and experienced in their jobs and shall be able to communicate in written and spoken English and shall carry out the Services in accordance with the terms of the Contract and by exercising the reasonable skill, care and diligence, as may be expected of a properly qualified and competent person engaging in carrying out services of a similar nature, scope and complexity to the Services.

*.*.*.Provide specific technical personnel whether or not such technical personnel is required or desirable for the Project, if ADD desire such technical personnel to be invited to work on a specific task.

*.*ADD must:

*.*.*.Make payment(s) to the Contractor in consideration for the performance of the Service in accordance with terms, conditions and payment schedule specified in Article *.

Article *Contractor’s Technical Personnel

*.*The Contractor, with its own responsibility and at its own expenses, shall select and dispatch the technical personnel necessary for the performance of the Services, and shall be responsible and liable, as the employer of such personnel, for the official discipline, the management and the welfare of the personnel. ADD shall be free from any liability in connection with any damages incurred by the Contractor’s technical personnel, unless such damages are caused by Add or the End User’s intentional act or recklessness.

*.*The Contractor assures that its dispatched personnel shall abide by the laws and regulations with regard to safety, security and administration of the province where the Service is provided.

*.*In case ADD determines that the qualification or behavior of the personnel is not appropriate, or that the method of implementation of the Service is improper, ADD may request for replacement of such personnel. Upon request, the Contractor shall change the personnel without delay.

*.*Contractor’s technical personnel (a) shall observe hours of duty to perform this Contract. The maximum hours of duty shall be * hours a week including hours of overtime work, and may be increased by mutual agreement between the Contractor and ADD when necessary; (b) may take holidays on the national holidays when the military of the Republic of Korea has day off.

Article *Performance Bond

*.*The Contractor shall provide ADD with a performance bond in a definite sum equal to *% of the Contract Price within * days from the EDC.

*.*The Performance Bond shall be established in the form of cash deposit or standby letter of credit in favor of ADD payable at sight. In case the Performance Bond is established in the form of standby letter of credit, it 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 Performance Bond is 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 : KebHanabank, Trade and Services Department / *, Eulji-ro,

Jung-gu, Seoul **, Republic of Korea

*.*The Performance Bond shall not be amended, modified or cancelled without prior written consent by ADD, and be valid * days after the expiration date of this Contract.

*.*In case the Contractor 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 ADD, 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 ADD upon ADD`s request therefor.

*.*The Performance Bond shall explicitly stipulate that the definite sum of the Performance Bond shall be unconditionally paid to ADD against the written statement of ADD to the effect that Contractor has not complied with the terms and conditions of Contract.

Article *Repayment Guarantee

*.*In case any advance payment is to be paid to the Contractor under this Contract, the Contractor shall provide to ADD a repayment guarantee in the form of standby letter of credit issued in favor of ADD (“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 *. The Guarantee should be sent by airmail to PO box *, Yuseong-gu, Daejeon, ** Republic of Korea or bank SWIFT. Necessary bank information for SWIFT is 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 ADD at least * days before the advance is paid to the Contractor. No advance payment shall be paid to the Contractor in the event that the Contractor fails to establish the Repayment Guarantee as stipulated in this subparagraph.

*.*The Repayment Guarantee shall not be amended, adjusted or cancelled without prior written consent of ADD, and shall be valid * days after the expiration date of Contract. In case partial implementation of the Service is stipulated in this Contract, the amount of the Repayment Guarantee shall be reduced in proportion to the contract value of each Service. Such proportional reduction shall not be effected before * days from the issuance date of the applicable implementation Certificate of the Service evidencing that the applicable portion of the Performance of the Service has been successfully completed.

*.*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 Guarantee at the Risk-free Reference Rate (* month RFR) plus * percent. If any delay in performance of the Service 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 ADD against ADD`s written statement to the effect that Performance of the Service has not been performed by reason of the Contractor`s default or Force Majeure Event.

Article *Payment

*.*The Contractor Price shall be paid in a given currency in accordance with the terms specified in Part II. Special terms and Conditions.

*.*In case of cash payment, after the completion of the Service, the Contractor shall send ADD the Implementation Certificate countersigned by the End-User attached hereto in addition to Commercial Invoice, and ADD shall remit the appropriate payment by telegraphic transfer to the Contractor’s bank account as stipulated in Part II. Special terms and conditions within * days after receiving such documents.

*.*In case of payment by documentary letter of credit, after the completion of the Service, the Contractor shall present the Implementation Certificate countersigned by the End-user attached hereto in addition to Commercial Invoice and any other documents stipulated in the documentary letter of credit to the negotiating bank, and ADD shall make the payment in accordance with the relevant conditions of the documentary letter of credit after ADD has received such documents from the issuing bank.

*.*Any payment under this Contract, including any advance payment, if any, shall not be made unless and until the Performance Bond has been established as stipulated in Article * hereof.

Article *Training

*.*At ADD’s request, the Contractor shall provide training of the employees or designees of ADD, in connection with its IPR, the Deliverables, the Services and other technical assistance that the Contractor provides, to ensure proper understanding and mastery thereof.

*.*If requested by ADD, the Contractor shall provide additional training of the employees or designees of ADD. Additional training shall be reimbursed based on the reasonable training rate to be agreed to by the Parties.

*.*Training schedule and participants shall be agreed between the Parties.

*.*The cost and expenses for travelling, lodging, out-of-pocket expenses of the employees or designees of ADD incurred in connection with the training shall be borne by ADD.

Article *Final Acceptance

Unless otherwise stipulated in this Contract, the Service shall be inspected by the End-User. In case the provided the Service does not comply with the Contract, the Contractor shall rectify such non-compliance at the Contractor’s expense.

Article *Representations and Warranties

The Contractor represents and warrants to ADD the following:

*.*It has the full and lawful right, authority and power to enter into this Contract and this Contract is legally binding upon it and enforceable in accordance with its terms, and the execution, delivery and performance of this Contract by it does not conflict with any contract, instrument, arrangement or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it.

*.*It has the valid and unencumbered right to transfer or license to ADD, as the case may be, its IPR, and that none of such transfer or license will violate or conflict with any applicable law or result in any breach of any contract to which the Contractor is a party that could result in the creation of any Lien on such IPR or any claim of infringement.

*.*Any IPR provided by the Contractor, including but not limited to, Deliverables, and Services complies with the specifications and other requirements specified in Appendices and is accurate and complete for all purposes contemplated in this Contract.

*.*(a) The IPR provided by the Contractor, the Deliverables,the Services, training and other technical assistance that the Contractor provides to ADD hereunder, and (b) the use of such IPR, the Deliverables and the Services by the ADD or any of their licensees or transferees, does not infringe any patent, copyright, registered design, or any other Intellectual Property Rights of any third party.

Article *Breach of Contract

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

*.*Any of the events enumerated below constitutes the Contractor’s material breach of this Contract:

*.*.*.Failure to perform the Service

*.*.*.Anticipatory repudiation of this Contract by the Contractor

*.*.*.Failure to establish the Performance Bond or Repayment Guarantee, or amend or extend the validity thereof as required by the Contract

*.*.*.Any other significant non-performance of any of the Contractor’s major obligations stipulated in this Contract

Article *Termination

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

*.*.*.Terminate the Contract on whole or in part

*.*.*.Confiscate the whole amount of the Performance Bond stipulated in Article * hereof, and

*.*.*.Confiscate the Repayment Guarantee with the interest accrued thereon pursuant to Article * hereof.

*.*If ADD terminates this Contract in whole or in part pursuant to Article *.*, ADD shall notify the Contractor to that effect by a registerable and confirmable method such as registered mail.

Article *Delays in Performance (Liquidated Damage)

*.*The Contractor acknowledges and agrees that the timely provision of the Services or delivery of any data or documentation as stipulated in this Contract, and such delay implementation may cause substantial, financial damages as a result of such delay.

*.*In the event of such delay, ADD is entitle to deduct the price by *.*% of [total contract amount/delayed item] specified in Part II. Special Terms and Conditions for each day of delay as liquidated damages.

*.*In no event, the total amount of liquidated damages shall not exceed *% of the total contract price.

*.*In case of the liquidated damage for delay implementation exceeding *% of the total contract price, ADD has the right to terminate the Contract for the Contractor’s material breach thereof.

Article *Force Majeure

*.*Should either Party be prevented wholly or in part from fulfilling any of its obligations under this Contract for reasons of force majeure, such obligation shall be suspended to the extent and as long as such obligation is affected by force majeure and the Party claiming under this Article shall be entitled to such extension of time to fulfill such obligation as may be reasonably necessary in the circumstances.

*.*Force majeure hereunder shall be defined as any of the following events; war, blockage, revolution, insurrection, mobilization, acts of terrorism, Act of God, plague, epidemics, freight embargoes, earthquakes, tidal waves, typhoons, storms, fires, explosion and flood and government orders in granting necessary permits or permit approvals; provided that, if the prevented Party could reasonably have foreseen the occurrence of such event at the time of execution of this Contract, such event shall not be deemed a force majeure event and the prevented Party shall not be entitled to the suspension of its obligations.

*.*The prevented Party shall notify the other Party in the shortest possible time of the occurrence of the force majeure and within * days of such occurrence, send by registerable and confirmative method such as registered airmail and/or email to the other Party, a certificate of evidence issued by the competent authorities for confirmation.

*.*If force majeure is lasting for more than * days, then the Parties shall meet and mutually agree upon how to implement this Contract. In the event they fail to agree on such arrangements, then either Party may give written notice to terminate this Contract, but without prejudice to the rights and obligations of the Parties prior to such termination.

Article *Maintenance of Secrecy

*.*Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose information relating to the Project, which to the extent previously, presently or subsequently disclosed to the Receiving Party is hereinafter referred to as “Proprietary Information”of the Disclosing Party. Each Party shall be the “Receiving Party”and/or the “Disclosing Party”as appropriate.

*.*“Proprietary Information”means all information, in whatever form transmitted, relating to past, present or future project affairs, including but not limited to, specification, schematics, drawings, research, development, financials, operations, engineering data, intellectual property, inventive technology, know-how or system of the Disclosing Party hereto, which is disclosed by the Disclosing Party to the Receiving Party.

*.*Except to the extent expressly authorized by this Contract or otherwise agreed to in writing by the Parties, the Parties agree that, during the term of this Contract and for * years thereafter, Receiving Party shall keep confidential and shall not publish or otherwise disclose the Proprietary Information received from the Disclosing Party pursuant to this Contract. Each Party may use such Proprietary Information only to the extent required to accomplish the purpose of this Contract. Each Party shall use at least the same standard of care (which shall not be less than reasonable care) to protect its own restricted or confidential information to ensure that its officers, employers, employees, agents, affiliates, sub-licensees (if applicable), consultants, advisors and other representatives (collectively, the “Representatives”) do not disclose or make unauthorized use of the Proprietary Information.

*.*The confidentiality obligation imposed by the above Article *.* shall not apply to any information that

*.*.*is now, or hereafter becomes, generally known or available through no act or failure to act on the part of the Receiving Party

*.*.*is known to the Receiving Party at the time of receiving such information, as evidenced by its records;

*.*.*is hereafter furnished to the Receiving Party by a third party, as a matter of right and without restriction on disclosure

*.*.*is independently discovered or developed by the Receiving Party without the use of Proprietary Information provided by the Disclosing Party, or

*.*.*is the subject of a written permission to disclose provided by the Disclosing Party.

*.*Each Party may disclose Proprietary Information belonging to the other Party to the extent such disclosure is reasonably necessary in the following instances:

*.*.*Prosecuting or defending litigation

*.*.*Complying with applicable court orders or governmental regulations; and

*.*.*Disclosure to the affiliates or other third parties in connection with due diligence or similar investigations by such third parties, in each case who agree to be bound by obligations of confidentiality and non-use comparable to those set forth in Article *.

Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Proprietary Information pursuant to Article *.*, it shall, except where impracticable, give reasonable advance notice to the other Party of such disclosure and use reasonable efforts to secure confidential treatment of such Proprietary Information. In any event, the Receiving Party agrees to take all reasonable action to avoid disclosure of Proprietary Information of the Disclosing Party hereunder.

Article *Indemnification

*.*Each Party (the “Indemnifying Party”) shall indemnify and hold the other Party (the “Indemnified Party”) harmless from and against any and all losses, liabilities claims, proceedings, demands, judgments, settlements, costs and expenses or any nature whatsoever (including fees and disbursements of attorneys, accountants, and other professional advisors relating to the investigation, prosecution, negotiation, defense, settlement or appeal) (collectively, the “Loss”) resulting from or arising out of:

*.*.*. Any breach of or discrepancy in any representation or warranty made by the Party in this Contract or any other certificate or document delivered pursuant to this Contract; or,

*.*.*. Any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation of such Indemnifying Party set forth in this Contract.

*.*The Indemnifying Party shall defend any claims or allegations against the Indemnified Party that the IPR provided by the Contractor, the Deliverables, the Services or documentation: (i) infringes any third-party`s patent, copyright, trade secret, mask work right or other Intellectual Property Right, or (ii) has caused Loss (only to the extent that the Loss is not due to the fault of Indemnified Party).

Article *Publication

No public releases or advertisements by any Party relating to any subject of this Contract shall be made without the written consent of the other Party.

Article *Governing Law

This Contract shall be governed by, and construed in accordance with the laws and regulations of Republic of Korea without reference to its conflicts of law principles.

Article *Dispute Resolution

*.*In the event of disputes, controversies, or disagreements between ADD and the Contractor arising in connection with this Contract (the “Dispute”), the Parties shall negotiate in good faith to amicably resolve the Dispute. However, in the event of any disagreement between ADD and the Contractor about the interpretation of the provisions or definitions used in this Contract, the interpretation of ADD shall govern until and unless otherwise decided by arbitration conducted pursuant to the following provision.

*.*If the Parties fail to reach a settlement or resolution after * days from the occurrence of the Dispute with Article *.*, the Dispute shall be finally settled by arbitration. The arbitration shall take place in Seoul, Republic of Korea, in accordance with the International Arbitration Rules of the Koran Commercial Arbitration Board by * arbitrators, each one arbitrator nominated by ADD and the Contractor 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, the Korean Commercial Arbitration Board shall have the right to nominate the third arbitrator. All proceedings shall be conducted in English language. The award rendered by the board shall be final and binding on the Parties and may be entered in any court of competent jurisdiction for execution. Each Party shall bear its own costs of arbitration, until and unless the arbitral panel apportions the fees. Pending the resolution of any dispute, the Parties shall continuously and fully perform all of their respective obligations under this Contract.

Article *Government Approvals and Termination by mutual Rescission

*.*Unless otherwise specified in this Contract, each Party shall be responsible for obtaining all government approvals including the relevant export license required for the performance of this this Contract or the Project (the “Export License”) from the competent government which has jurisdiction and authority to require such approvals.

*.*The Parties shall cooperate and provide each other upon request and without cost all reasonable and necessary assistance in obtaining any and all governmental approvals which they respectively are required to obtain pursuant to this Contract.

*.*Each Party shall be solely responsible for any expenses incurred in obtaining the approvals which are required under this provision. The Parties shall provide to each other upon request and without cost suitable documents or other reasonable evidence to show that they have obtained any and all governmental approvals which they respectively are required to obtain pursuant to this Contract.

*.*In the event any required approvals from competent government are not obtained, ADD, at its discretion, may rescind this Contract by giving the Contractor notice to such effect.

Article *Taxation

Any and all taxes, including but not limited to levies, dues, and charges and VAT under Applicable Law of Korea (including applicable tax treaties) in connection with the performance of the Contract hereunder shall be borne by the Contractor. In this case, ADD shall deduct the aforesaid tax in each payment.

Article *Notices

All notices, requests, instructions, claims, demands, consents and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given on the date delivered personally or by registerable and confirmative method such as registered airmail (return receipt requested) and facsimile transmission (with successful receipt notice) to the Parties at the following addresses (or such other addresses as promptly have been notified in writing to the other Party):

If to ADD

Name :

Address :

Tel. No. :

Fax. No. :

Email Address

If to the Contractor

Name :

Address :

Tel No. :

Fax No. :

Email Address

Article *Miscellaneous

*.*Entire Agreement. This Contract contains the entire agreement and understanding between the Parties and supersedes all prior negotiations, representations, understandings and agreements on any subject matter of this Contract.

*.*Severability. If any provisions on this Contract or any document executed in connection herewith shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired.

*.*Amendment. No provision of this Contract may be amended, modified, waived or rescinded except by a written agreement executed by the Parties (which shall include memorandums, meeting minutes and letter agreements executed by the Parties).

*.*Counterparts. This Contract may be executed in any number of counterparts. Any single counterpart or a set of counterparts executed, in either case, by both Parties shall constitute a full and original agreement for all purposes.

*.*Assignment. Neither Party shall assign, transfer, or purport to assign or transfer, any of its rights or obligations under this Contract to a third party, without the prior written consent of the other Party, provided that ADD may, at any time and without obtaining the Contractor’s written consent, delegate any of its rights hereunder to the Customer.

*.*Language. All notices, written communications and statements as well as other technical and commercial documentation to be presented under this Contract (other than those which are required to be made in both the English language and the Korean language under this Contract) shall be made in the English language only.

Article *Effective Date of Contract

*.*The effective date of this Contract(EDC) is the date on which all of the following conditions has been satisfied;

*.*.* The duly authorized representatives of the Parties have signed this Contract; and

*.*.* Export License (if required) has been approved by the Contractor from the competent government, and

*.*.* Irrevocable Letter of Credit has been issued by ADD to the Contractor.

*.*Any amendment to this Contract shall be effective upon signature by the authorized representative of both Parties in the form of contract amendment.

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`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.

*.*

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(Service) specified in the Commodity(Service) 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 corporated 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(Service) specified in the Commodity(Service) 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(Service) 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(Service) 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(SERVICE) TO NORTH KOREA

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

*. The Seller hereby warrants that any goods same as or similar to the commodity(service) 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 CONDITIONS

*. 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.

*. Delivery Method: Milestone *~* in the article * shall be delivered by electronic download

*. Delivery Schedule : The Seller shall complete each service and deliver the outputs within the due date stipulated in the ‘Article *. Due date’.

*. Liquidated Damage

A)In case the Contractor fails to complete the service within the due date stipulated in the ‘Article *. Due date’, Liquidated Damage shall be charged against each Milestone value. Such liquidated damages shall be calculated at the rate of one hundred twenty-five thousandth`s of one percent (*.*%) of each milestone value per day for the late performance.But Total Liquidated Damage shall not exceed * percent of the Total Contract Amount.

B)If shipment and/or serviceis being delayed for the reasons beyond control of the Seller 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)Payment shall be made through T/T.

The Seller`s account information are as follows:

Beneficiary (Seller) Name :

Bank Name :

Swift Code :

Account No :

IBAN :

Address :

Tel :

B)All banking charges caused outside of Korea shall be paid by the seller.

C)All `Required Documents` stipulated on the table above must be presented to ADD International Contract Team for effecting the payment. If any document is omitted, payment will be pended.

*. Notices

A)Notices to Buyer shall be addressed as follows:

AGENCY FOR DEFENSE DEVELOPMENT

International Contract Team

* Bugyuseong-daero * beon-gil, Yuseong-gu, Daejeon ** Republic of Korea

Attn. : Mr. HyeongseokLim, Finance and Contract Commissioner

Ms. Hanbi Choi, International Contract Manager

E-mail : intcon*@add.re.kr

TEL : *-*-*-**

B)Notices to Seller shall be addressed as follows:

(Seller Name)

(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

*. Quality Assurance

The contractor shall guarantee the quality of technical service as stated in the Statement of Work, and if an error is found, the contractor shall fix the error.

*. If there’s any discrepancies betweenthe 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 terms of 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 amendment of contract signed by the Buyer and the 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 change of terms of this Contract shall be sent to ADD Foreign Supply Team immediately. Such documentation shall be agreed and signed by ADD Foreign Supply Team and the Seller.

*. For the Seller’s own assets such 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.

*. The parties agree that electronic signatureincluding e-mail exchange initials and signature are legally valid, effective, and enforceable.

*. Travel and Lodging Expenses

A)In case any meeting held in Korea is replaced with an online meeting by mutual agreement due to unavoidable situation such as COVID-* pandemic, overseas travel and lodging expenses shall be deducted from the contract price. The amount to be deducted shall be decided by mutual agreement.

B)Unless otherwise specified, visitor shall bear the expenses of self-quarantine ordered by the government.

*. Taxation

A)Any and all taxes, including but not limited to levies, dues, and charges and VAT under Applicable Law of Korea (including applicable tax treaties) in connection with the performance of the Contract hereunder shall be borne by the Contractor, with the exception of any VAT, sales tax or turnover taxes, which are required to be accounted for or charged by ADD.

B)The appropriate rate of withholding tax shall be deducted from the relevant parts of the contract amount, which is taxed by the Korean tax authorities under Double Taxation Avoidance Agreement between Contractor Country and R.O.K.

C)ADD shall deduct the withholding tax at the time of payment and pay such deducted withholding tax to the Korean tax authorities. The withholding tax receipt (Certificate of Tax Payment) shall be provided to the Contractor by ADD once we receive it in a timely manner.

*. Acceptance and Correction of Deliverables

A)If ADD certifies that the Reports Deliverables for the payment period have not been met, ADD will provide a detailed list of missing items, and the Contractor will have * days to submit revised Reports Deliverables to ADD

B)If ADD certifies that the revised Reports Deliverables for the payment period have been met, ADD will make payment to the Contractor within * days.

C)If ADD certifies that the revised Reports Deliverables for the payment period have not been met, no further payments will be made to the Contractor.

Attachment #*

IMPLEMENTATION CERTIFICATE

We hereby certify that, in compliance with the Contract No. , milestone of ‘______________’ that are stipulated in the above Special Terms and Conditions to be provided by[Seller’s Name] have been completed on January *th, *XX .

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

Signature:

Name:

Title:

Date:

Seller’s Representative

Signature:

Name:

Title:

Date:

SECTION III. COMMODITY(SERVICE) DESCRIPTIONS

* Note

●Total price must be breakdown according to item by item

●The above service description is bidding reference. The bidder may suggest its own item name in the bid. However, the bidder should suggest more detailed service description by taking account of above service description. (For more detail, please refer to Section IV.)

Section IV. Requirements for Technical Proposal

STATEMENT OF WORK (SOW)

Technical Advisory Services for Maritime Unmanned Systems Architecture Development

*st PMO, *th R&D Institute

AGENCY FOR DEFENSE DEVELOPMENT

REPUBLIC OF KOREA

TABLE OF CONTENTS

*.* INTRODUCTION *

*.*. Background *

*.*. Project Descriptions *

*.*. Structure of the Requirements for Technical Proposals *

*.*. Contact Information *

*.* GENERAL REQUIREMENTS *

*.*. Project Meetings *

*.*. Travel and Lodging Expenses *

*.*. Schedule and Milestones *

*.* REQUIREMENTS FOR TECHNICAL ADVISORY SERVICES *

*.*. General *

*.*. WP* Survey on International Standards, Technology Trends, and Application Cases for MUS *

*.*. WP* Analysis of Standardization Process and Best Practices *

*.*. WP* Technical Review of the ADD’s MUS Common Architecture *

*.*. WP* Technical Advisory based on the Reference Software *

*.*. WP* Technical Advisory for ADD’s MUS Common Architecture & Testbed Development *

*.*. WP* Technical Advisory on Interoperability Verification Technologies for MUS *

*.* REQUIREMENTS FOR PROJECT MEETINGS *

*.*. Overview *

*.*. Kick-off Meeting (PM*/KM) *

*.*. Progress Meetings (PM* PM*) *

*.*. Final Meeting (PM*/FM) *

*.* DELIVERABLES *

*.* MISCELLANEOUS *

*.*. Remote Support Services *

*.*. Requirements for Security *

*.*INTRODUCTION

*.*.Background

The Agency for Defense Development (ADD) is a government-funded research and development organization specializing in defense science and engineering. The *st PMO of the *th R&D Institute, under ADD, leads the development of advanced naval combat systems for the Republic of Korea Navy (ROKN).

The Republic of Korea Ministry of National Defense is advancing the K-MOSA (Korean Modular Open Systems Approach) initiative, mandating the adoption of open standards-based architectures to ensure interoperability and scalability across diverse unmanned system platforms, thereby reducing life-cycle costs.

In accordance with the K-MOSA initiative, ADD is undertaking a project to develop the Maritime Unmanned Systems (MUS) Common Architecture and set up a testbed to verify and demonstrate the architecture.

*.*.Project Descriptions

*.*.*Objective

The purpose of this Statement of Work (SOW) is to select a qualified international partner capable of supporting ADD’s MUS Common Architecture Development. Through in-depth technical advisory services from a partner with world-class experience, ADD aims to mitigate development risks and minimize trial and errors. Ultimately, ADD seeks to develop an optimized architecture for the ROKN that aligns with global standards and cutting-edge technology trends.

To support the definition, development, and verification planning of MUS Common Architecture, the partner shall provide strategic design guidance aligned with global standards. In particular, the partner shall leverage its reference software and relevant practical experience to provide evidence-based technical advisory support, thereby enabling ADD to establish a reliable technical blueprint and develop a rigorous verification methodology.

*.*.*Scope of Services

ThepartnershallsupportADD'sarchitecturedevelopmentprojectbyprovidinghighlevelstrategicguidanceandtechnicalreviews,whiletheactualimplementationremainsoutsidethepartner'sprimaryscopeofresponsibility.Thescopeoftechnicaladvisoryservicesshallcovertheoveralltechnicalmattersnecessarytosupportthearchitecturedevelopment,focusingonthefollowing:

a)Architecture for maritime unmanned vessels/vehicles

b)Architecture for control systems (control stations/ships)

c)Communications and Interfaces

- between control station/ship and vehicles

- between control stations/ships

d)Testbed for verification of the architectures with simulation of MUS

The technical service requirements consist of the following components:

A.Technical Advisory ServiceWork Packages:As detailed in Section *

B.Project Meetings:As detailed in Section *

*.*.Structure of the Requirements for Technical Proposals

Technical Proposals shall be structured to address the following sections:

Section * Introduction

Section * Project Management

Section * Technical Advisory Consulting Services

Section * Deliverables

Appendix A List of Definitions & Abbreviations

Appendix B Past Performance

*.*.Contact Information

All technical and administrative correspondence, questions, or clarifications regarding this SOW shall be sent to ADD representatives in writing to the email address below. No telephone inquiries will be accepted except in urgent cases.

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*.*GENERAL REQUIREMENTS

*.*.Project Meetings

*.*.*Overview

*.*.*.*The contractor shall participate in the following meetings. All meetings will be held during the contract period:

a)Kick-Off Meeting

b)Progress Meetings (*in Total)

c)Final Meeting

*.*.*.*The contractor will be responsible for the following in preparing for, and conduct of, these meetings:

a)Host and convene the meetings at the Contractor’s premises, unless otherwise agreed by ADD, provided that any meetings in Korea shall be held at locations designated by ADD

b)Prepare and provide the meeting agenda for ADD’s prior approval

c)Organize and present briefings as necessary

d)Provide all materials supporting the meetings and workshops

e)Record and distribute meeting minutes and action items

f)Maintain files of records, action item database, and documentation from all meetings

*.*.*Meeting Materials and Records

*.*.*.*The contractor shall provide relevant materials to ADD at least two weeks prior to the beginning of each meeting.

*.*.*.*The contractor shall update the materials by incorporating ADD's feedback prior to the meeting.

*.*.*.*The contractor shallrevisethe materialsto reflect the discussions held during the meeting, finalize them, and submit the final version within * weeks after the meeting.

*.*.*.*The contractor shall document the key discussions and outcomes of all meetings inmeeting minutes, anddistributethemwithin * business daysafter each meeting.

*.*.*.*As necessary, virtual meeting capability (video conferencing) shall be available for remote participation.

*.*.Travel and Lodging Expenses

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

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

*.*.Schedule and Milestones

*.*.*Contract Schedule

a)Contract Award Date: December**(TBD)

b)Contract Effective Date: as defined in ‘SectionII SpecialTerms and Conditions’.

c)Total Period of Performance: Contract Effective Date September**

-The total period of performance for “Technical Advisory Services for Maritime Unmanned Systems Architecture Development” is estimated to be *months. All works and deliverables must be scheduled tocomplete within this timeframe.

*.*.*Master Schedule

The Contractor shall provide a detailed project schedule within * days of contract award, showing task dependencies, resource allocation, and milestone dates aligned with the timelinebelow.

*.*.*Project Meeting Schedule

(* week = * business days)

Theproject meeting schedule may be adjusted by mutual agreementupon ADD’s request, remaining within the overall contract period.

*.*REQUIREMENTS FOR TECHNICAL ADVISORY SERVICES

*.*.General

*.*.*Overview

*.*.*.*The contractor shall provide technical advisory services covering all of the work packages specified below. The structure of the relevant work packages may be refined or further detailed in the Technical Proposal, provided that the proposed refinements support the achievement of the objectives of this SOW.

*.*.*.*The contractor shall leverage its prior architecture assets, experience, and reference implementations to provide high-quality technical advisory services.

*.*.*.*Where applicable, the contractor may utilize its own similar systems already in development or operational service as a baseline or reference model.

*.*.*Work Package Structure and Execution

*.*.*.*Each work package shall define its objectives, input information, technical advisory activities, expected outputs, and completion criteria.

*.*.*.*The contractor shall present and discuss the results of each work package at the designated meeting.

*.*.*.*To ensure technical consistency, follow-up queries on completed work packages may be addressed, presented, and discussed within other work packages.

*.*.*.*The contractor shall update the result of each work package to reflect the outcomes of the relevant meetings and the disposition of agreed action items.

*.*.*.*The result of each work package shall be documented in the final report and/or the applicable technical advisory report.

*.*.*Work Package Completion Criteria

*.*.*.*Each Work Package shall be considered completed when all technical advisory activities specified in the work package have been performed and following conditions have been satisfied:

a)The results of the work package have been incorporated into theapplicabledeliverables.

b)The results of the work package have been presented and discussed at the designated project meeting.

*.*.WP* Survey on International Standards, Technology Trends, and Application Cases for MUS

*.*.*Objectives

The contractor shall investigaterelevant international standards, technology development trends, representativeoperationalcases, and operational concepts related to MUS, and derive technical implications and recommendationsto support the requirements definition, design, and interoperability of MUScommon architecturebeing developed by ADD.

*.*.*Input Information

The contractor shall perform WP* based on, but not limited to, the following input information:

a)International standards and related technologies for MUS

b)MUS development and standard application cases in leading nations

c)Relevant project experience and technical materials of the contractor

d)Publicly available technical documents, academic publications, reports, news articles, and other relevant reference materials

e)Preliminary technical inquiries and/or review requests provided by ADD, if any

*.*.*Technical Advisory Activities

*.*.*.*The contractor shall perform technical advisory activities under WP*, including, but not limited to, the following:

a)Survey of technology trends in MUS

b)Review of major development and operational cases of MUS

-System configuration and operational concept of MUS

-Command and Control mission planning / execution / post-analysis, UI/UX

-Remote control of the unmanned vehicles, and autonomy

c)Survey of standards and associated technologies for MUS

d)Identification of key implication and technical recommendations

e)Presentation of the results of the above activities and technical discussion with ADD

*.*.*Expected Results

The expected results of WP* shall include, at a minimum, the following:

a)Survey results of MUS-related international standards and technical specifications

b)Survey results of technology trends and representative MUS development and operational cases

c)Survey results of MUS operational concept

d)Key technical elements, considerations, and recommendations for the development of common architecture

*.*.WP* Analysis of Standardization Process and Best Practices

*.*.*Objectives

The contractor shall identify applicable best practices for the development and standardization of architecture for MUS based on its experience in similar standardization projects.

The best practices shall address, as applicable, the required processes, stakeholder coordination, deliverable management, verification methods and related tools, review and approval processes, and maintenance approaches.

*.*.*Input Information

The contractor shall perform WP* based on, but not limited to, the following input information:

a)The contractor’s experiences in standardization projects and technical materials

b)Lessons learned and best practices from standardization projects

c)Publicly available standardization procedures, guidelines, and case studies related to unmanned systems

d)Examples of standards development and management by standardization organizations and working groups

e)Preliminary technical inquiries and/or review requests provided by ADD, if any

*.*.*Technical Advisory Activities

*.*.*.*The Contractor shall perform technical advisory activities under WP*, including, but not limited to, the following:

a)Survey and analysis of architecture development and standardization processes for unmanned systems

-Architecture development lifecycle and key activities

-Identification and management of standardization target

-Standards development/review/approval processes

-Architecture and standards configuration/change management

-Architecture and standards applicability assessment approaches

b)Analysis of Best practices in architecture development and standardization

c)Presentation of the results of the above activities and technical discussion with ADD

*.*.*Expected Results

The expected results of WP* shall include, at a minimum, the following:

a)A structured overview of architecture development and standardization stages, including key activities and considerations for each stage

b)Stakeholders and decision-making processes for architecture standardization

c)Standards management: review/approval/verification/maintenance processes

d)Key considerations and recommendations for development and standardization of MUS common architecture

*.*.WP* Technical Review of the ADD’s MUS Common Architecture

*.*.*Objectives

The contractor shall review the design of the MUS Common Architecture under development by ADD, and provide technical review comments and recommendations to improve the architecture’s completeness, consistency, and applicability, based on relevant internation standards, architecture development and application cases, and experience from related projects.

*.*.*Input Information

The contractor shall perform WP* based on, but not limited to, the following input information:

a)Requirements and draft design materials for MUS Common Architecture provided by ADD

b)Relevant international standards and technologies referenced in the development of MUS Common Architecture by ADD

c)The contractor’s experiences in standardization projects and technical materials

d)Preliminary technical inquiries and/or review requests provided by ADD, if any

*.*.*Technical Advisory Activities

*.*.*.*The contractor shall perform technical advisory activities under WP*, including, but not limited to, the following:

a)Review of design materials for MUS Common Architecture under development by ADD

b)Review of the completeness, consistency, and applicability of the architecture as a standard

c)Review of alignment with relevant standards and technologies

d)Identification of design gaps and risk factors, and provision of recommendations for improvement

e)Presentation of the results of the above activities and technical discussion with ADD

*.*.*Expected Results

The expected results of WP* shall include, at a minimum, the following:

a)Technical review results of ADD’s MUS Common Architecture design

b)Identified design gaps and risk factors

c)Assessment of alignment with relevant standards and technologies

d)Key considerations for improving completeness, consistency and applicability of the architecture

e)Technical recommendations for architecture improvement

*.*.WP* Technical Advisory based on the Reference Software

*.*.*Objectives

The contractor shall leverage its unmanned systems, whether previously developed or currently under development, as a reference software, together with its experience in their design, development, deployment, operation, and verification to provide technical advisory support on technical elements, design concept, operational concept, verification approaches, and improvement directions applicable to ADD’s MUS Common Architecture and verification testbed development.

*.*.*Input Information

The contractor shall perform WP* based on, but not limited to, the following input information:

a)The contractor’s reference software and operational concept

b)Design materials for the architecture, components, key services, and interface of the reference software

c)Experience in the design, development, integration, verification, and operation of the reference software, and lessons learned from the experience

d)Preliminary technical inquiries and/or review requests provided by ADD, if any

*.*.*Technical Advisory Activities

*.*.*.*The Contractor shall perform technical advisory activities under WP*, including, but not limited to, the following:

a)Review of the operational concept and key functions of the reference software

b)Review of the reference software architecture and applied standards and technologies

c)Analysis of identified risks and lessons learned from the design, development, integration, verification, and operation of the reference software

d)Presentation of the results of the above activities and technical discussion with ADD

e)A Hands-on session, where feasible, to provide practical experience in operating the reference software

*.*.*Expected Results

*.*.*.*The expected results of WP* shall include, at a minimum, the following:

a)Analysis results of the operational concept, functions, and architecture of the reference software

b)Analysis result of standards and technologies applied to the reference software

c)Analysis result of identified risks and lessons learned from the design, development, integration, verification, and operation of the reference software

d)Technical and operational materials of the reference software for the workshop

-Operational concept, operational scenarios, mission and task procedures for each scenario

-Software configuration, and interface design of the reference software

-UI/UX operation guidelines for the reference software

-Test and verification guidelines for the reference software

*.*.WP* Technical Advisory for ADD’s MUS Common Architecture & Testbed Development

*.*.*Objectives

The contractor shall review the configuration, functions, and intended use of the testbed being developed by ADD for verification of MUS Common Architecture and provide technical advisory support to ensure that the testbed is appropriately designed to verify the functionality, performance, scalability, interoperability, and other key attributes of MUS Common Architecture.

*.*.*Input Information

The Contractor shall perform WP* based on, but not limited to, the following input information:

a)Updated design materials for MUS Common Architecture provided by ADD

b)Draft configuration andmaterials forthearchitecturetestbedprovided by ADD

c)Test items, test scenarios, and test procedures provided by ADD

d)The contractor’s experiences in developing, testing, and operating similar systems, and related technical materials

e)Preliminary technical inquiries and/or review requests provided by ADD, if any

*.*.*Technical Advisory Activities

*.*.*.*The Contractor shall perform technical advisory activities under WP*, including, but not limited to, the following:

a)Review of design materials for MUS Common Architecture updated by ADD following WP* results

b)Analysis of the testbed configuration, design, and functions

c)Review of the test environment and test methods

d)Comparison and analysis against similar systems

e)Support for developing test and evaluation plan for the architecture verification

f)Presentation of the results of the above activities and technical discussion with ADD

*.*.*Expected Results

The expected results of WP* shall include, at a minimum, the following:

a)Technical review result of ADD’s updated MUS Common Architecture design

b)Technical review result of the testbed configuration and design

c)Evaluation metrics and test approaches for architecture verification

d)Technical recommendations for testbed improvement

*.*.WP* Technical Advisory on Interoperability Verification Technologies for MUS

*.*.*Objectives

The contractor shall analyze technologies, test methos, and representative cases related to multinational MUS interoperability verification, and provide technical advisory support to assist ADD in establishing test environments, verification methods, and evaluation approaches for the interoperability verification of MUS Common Architecture under development by ADD.

*.*.*Input Information

The Contractor shall perform WP* based on, but not limited to, the following input information:

a)International standards, technical regulations, and specifications for interoperability of unmanned systems

b)The contractor’s experience in multinational interoperability trials, testing, and experimentation involving unmanned systems

c)The contractor’s technical materials related to unmanned systems interoperability, including test items, procedures, methods, and related information

d)Preliminary technical inquiries and/or review requests provided by ADD, if any

*.*.*Technical Advisory Activities

*.*.*.*The Contractor shall perform technical advisory activities under WP*, including, but not limited to, the following:

a)Analysis of unmanned systems interoperability verification technologies and test methods

b)Analysis of interoperability test environments, testbed configurations, and representative test cases

c)Analysis of verification methods for communication interfaces, message exchanges, and data

d)Analysis of case studies from multinational maritime unmanned systems trials, such as REPMUS

e)Presentation of the results of the above activities and technical discussion with ADD

*.*.*Expected Results

The expected results of WP* shall include, at a minimum, the following:

a)Analysis results of interoperability verification technologies and test methods

b)Representative interoperability verification cases and best practices for MUS

c)Technical recommendations on test environments and test approaches for interoperability verification

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*.*REQUIREMENTS FOR PROJECT MEETINGS

*.*.Overview

The Contractor shall organize and conduct a series of project meetings to ensure the alignment of technical directions, to transfer knowledge and skills to ADD personnel, review the progress of each work package, and validate the final outcomes of the technical advisory services.

*.*.Kick-off Meeting (PM*/KM)

*.*.*Objectives

The contractor shall conduct the kick-off meeting to establish a common understanding of Technical Advisory Services and to confirm the scope of work, work package structure, execution schedule, project meeting arrangements, and other key matters necessary for the effective performance of Technical Advisory Services.

*.*.*Meeting Activities

In this meeting, the following activities will be performed:

a)Introduce ADD and the Contractor members

b)Review Technical Advisory Services plans prepared by the contractor

c)Setting up of the master schedule, the specific activities in each work package

d)Provide workshop based on the outcome of WP*

e)Discuss on ADD’s inquiries and action items

*.*.*Expected Outcome

Finalized Project Management Plan and approved Master Schedule

*.*.Progress Meetings (PM* PM*)

*.*.*Objectives

The contractor shall conduct each progress meeting to review the progress and results of relevant work packages, discuss key technical issues and recommendations, and confirm action items and follow-up actions.

*.*.*Meeting Activities

In this meeting, the following activities will be performed:

a)Review the project progress, issues, and milestones

b)Provide workshop based on the outcomeofrelatedwork package

c)Provide follow-up session for previous work package, if necessary

d)Discuss of work package results

e)Identification and documentation of action items and follow-up actions

Action items identified during a progressmeeting shall be tracked and resolved before the subsequent meeting.

WP* and WP* can be interchangeable if the meeting location assigned to PM* hinders the successful execution of WP*’s reference software exercises.

*.*.Final Meeting (PM*/FM)

*.*.*Objectives

The contractor shall conduct the final meeting to consolidate the overall results and key outcomes of Technical Advisory Services, review major achievements, recommendations, and the status of action items, and provide final technical recommendations for ADD’s MUS Common Architecture development, verification, and standardization.

*.*.*Meeting Activities

*.*.*.*In this meeting, the following activities will be performed:

a)Final review of the results of work packages and technical advisory activities

b)Final review of technical advisory results and key recommendations

c)Final review of the disposition status of action items and ADD’s requests/inquiries

d)Discussion of future architecture development directions, and potential areas for continued technical cooperation

*.*.*Expected Outcome

*.*.*.*Approved Final Technical Advisory Report, and Project closure sign-off

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*.*.

*.*DELIVERABLES

The following are the minimum required deliverables for this Technical Advisory Service.

The bidder may propose additional deliverables in Technical Proposal, provided that they are consistent with the objectives and scope of this SOW.

*.*MISCELLANEOUS

*.*.Remote Support Services

*.*.*The contractor will perform remote support services via e-mail or telephone to deal with minor matters related to comprehensive subject of the contract.

*.*.Requirements for Security

*.*.*Non-Disclosure Agreement must be signed between ADD and the contractor before performing the technical services. All exchanged data are considered as confidential information.

*.*.*The contractor shall obtain approval of personnel for accessing the data provided by ADD. In case of change of the personnel, the contractor shall report to ADD and renew the approval.

*.*.*After termination of this contract, the contractor must permanently delete, erase, or destroy all confidential information provided by ADD, and provide to ADD a certificate, signed by a representative of the Contractor, to confirm that this has been accomplished.

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Appendix A. Technical Proposal Evaluation

The proposal is to be evaluated by the evaluation committee of ADD during the period of evaluation. The draft guidance for technical evaluation score excepting the bidding price is given in the following table.

Appendix B. List of Definitions & Abbreviations

Please fill out the forms.

Please fill out the forms.