Trading Partner Agreement

It is the intent of Lockheed Martin (LMC) and the supplier (Trading Partner) to send and receive business transactions by electronic means using web-based technologies and Exostar, the Aerospace and Defense Global Trading Exchange.

1. PURPOSE

This Trading Partner Agreement (TPA) will govern the electronic transmission of documents between LMC and the supplier (Trading Partner). Electronic transmissions may include, but not be limited to, transmission by or through: a) e-mail, b) the Internet directly between the parties, c) Exostar or any other such electronic marketplace or portal, and d) Electronic Data Interchange (EDI). Such provisions are in addition to and shall be a part of any other terms and conditions that will govern the purchase and sale of goods and services between the parties. This TPA shall not modify, supersede, or effect any agreement between either party and a third party governing the use of such third party website, services, or products.

2. SYSTEM OPERATIONS

Each party, at its own expense, will provide and maintain the equipment, software and services necessary to reliably transmit, receive and control and store data transmitted electronically in essentially the same form as when the data was created.

3. DIGITAL SIGNATURES

Each authorized representative of a party will adopt a unique, verifiable digital identification consisting of words, symbols or codes to be transmitted with each transmission. Use of the digital identification will be deemed for all purposes to constitute a "signature" and will have the same effect as a signature on a written document. Each authorized representative of a party will maintain sole control of the use of his or her digital identification, and neither party will disclose the digital identification of the other party to any unauthorized person.

Notwithstanding the above, the parties recognize that certain transmissions may require a higher level of security to ensure the authenticity of a particular transaction and agree to cooperate in identifying such transactions and providing an agreed-upon solution.

4. GARBLED TRANSMISSIONS

If a party receives a document that is unintelligible, that party will promptly notify the sending party (if identifiable from the received document). If the sending party is identifiable, but the receiving party fails to give prompt notice that the document is unintelligible, the records of the sending party will govern. If the sending party is not identifiable, the records of the party receiving the unintelligible data will govern.

5. TRANSACTION SECURITY

Each party will provide appropriate security measures to ensure that all electronic transmissions are authorized and to protect documents from unauthorized access, alteration, or loss. Subject to the provisions of the terms and conditions of a proprietary information or non-disclosure agreement, or where no PIA/NDA exists, the terms and conditions between the parties governing the purchase and sale of goods, each party will use same level of care, but not less than reasonable care, to maintain the confidentiality of transmissions and documents, as it would use for its own paper documents of like kind and importance.

As part of this TPA, Trading Partner shall be granted access to the LMC website, SupplierNET. In accordance with this section, Trading Partner shall protect passwords and maintain the confidentiality of any information received, viewed, or used as a result of such access. Trading Partner shall immediately notify LMC in the event of any unauthorized use of password(s) and shall take immediate action to mitigate any potential harm, loss or damage to LMC. Trading Partner shall indemnify, defend and hold harmless LMC and its directors, officers, employees, from and against all claims, actions, liabilities, losses, expenses, damages and costs (including reasonable attorneys' fees), that may at any time be sustained or incurred as a result of Trading Partner's access and use of SupplierNET.

6. PRECEDENCE

In the event of a conflict between this TPA and the terms and conditions of sale, the terms of this TPA shall take precedence for any matter related to the electronic transmission of documents.

7. ENFORCEABILITY AND ADMISSIBILITY

1. Any document digitally signed and electronically transmitted pursuant to this TPA will be as legally sufficient as a written, signed, paper document exchanged between the parties, notwithstanding any legal requirement that the document be in writing or signed. The parties agree that the validity of documents digitally signed shall not be contested on the basis that the document contains a digital signature.
2. The conduct of the parties pursuant to this TPA, shall, for all legal purposes, evidence a course of dealing and a course of performance accepted by the parties in furtherance of the purpose of these supplemental terms.

8. INCIDENTAL AND CONSEQUENTIAL DAMAGES

Neither party will be liable to the other for any special, incidental or consequential damages arising from or as a result of any delay, omission or error in the electronic transmission or receipt of any document pursuant to this TPA.

9. NATURE OF AGREEMENT

This TPA does not express or imply any commitment to purchase or sell goods or services or conduct any other business transaction.

10. MODIFICATION

This TPA may not be contradicted, modified or supplemented except by a written agreement signed by both parties, provided however, the parties may agree to different levels of security.

11. APPLICABLE LAW

This Agreement will be governed and construed in accordance with the laws of the state of Maryland, except its conflict of law rules.

12. TERMINATION

Either party may terminate this TPA by giving the other party 30 days prior written notice specifying the effective date of termination. Any termination will not alter the rights or duties of the parties with respect to documents transmitted before the effective date of the termination.

13. ENTIRE AGREEMENT

This TPA, when executed and acknowledged by clicking on the box below, constitutes the complete agreement with regard to electronic document transmission and supersedes all prior representations or agreements, whether oral or written, with respect to such matters.

14. SEVERABILITY

If any provision of this agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect.

15. INDEPENDENT CONTRACTORS

The relationship between LMC and Trading Partner established by this agreement is that of independent contractors, and nothing contained in this agreement will be construed to constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking.

16. WAIVER

The waiver of any breach or default will not constitute a waiver of any other right under this agreement or any subsequent breach or default.

17. NOTICES

All notices under this agreement will be in writing and will be deemed given when:

1. delivered personally;
2. sent by confirmed telex or facsimile;
3. sent by electronic mail that can be confirmed as having been received;
4. 5 days after having been sent by registered or certified mail, return receipt requested; or
5. 1 day after deposit with a commercial overnight carrier specifying next day delivery, with written verification of receipt.

All communications to us should be sent to Lockheed Martin Corporation, 1040 S Parkway Frontage Rd, Mail Zone 2E55, Lakeland FL 33813 Attn: TPA Supplier Support. All communications to Trading Partner will be sent to the address specified on your registration form, or to such other address as may be designated by us or you by written notice to the other party.