PROFESSIONAL SERVICES AGREEMENT

1.

DEFINITIONS AND ATTACHMENTS .

2.

SCOPE OF WORK . This Agreement is not a Purchase Order and does not authorize Supplier to provide any services. Services shall be identified by L-3 in written Statements of Work (“SOW”). L-3 may issue Purchase Orders to Supplier from time to time during the term of this Agreement for payment of services set forth in specific SOW executed by both parties hereto. Supplier’s sole authorization to perform any services for L-3 is receipt of an executed SOW and a written Purchase Order.

3.

TERM OF AGREEMENT . This Agreement is intended to be a master set of terms and conditions between L-3 and Supplier. This Agreement shall be effective upon execution hereof, and shall continue until terminated by either party as provided for herein. Termination or expiration of a specific SOW shall not affect termination of this Agreement or other SOW then in effect.

4.

COMPENSATION .

5.

REIMBURSABLE EXPENSES .

L-3 shall reimburse Supplier for reasonable expenses incurred for meals, lodging, and travel (air coach rates), as set forth in Attachment A and for which funding has been previously authorized in a L-3 Purchase Order. Supplier shall invoice L-3 for actual, substantiated expenses and L-3 shall pay Supplier net thirty (30) days after receipt of an undisputed invoice. Such expense of this clause shall not exceed the amount set forth in the applicable SOW or Purchase Order for the period of this Agreement without the prior written authorization by L-3.

6.

SUPPLIES AND EQUIPMENT . L-3 shall provide to Supplier samples, materials, supplies, equipment, services, or the like, as deemed necessary by L-3 in order for Supplier to perform Supplier’s services according to this Agreement. If it is not appropriate or convenient for L-3 to supply materials to Supplier directly, Supplier may, with the prior written authorization of L-3, obtain these items from other sources, whereupon L-3 shall reimburse Supplier. Upon request by L-3, samples, materials, supplies, and equipment provided or paid for by L-3 shall be returned to L-3 by

Supplier within ten (10) working days of one of the following events: (i) termination of the Agreement or SOW; (ii) completion of work in support of a SOW; or (iii) upon L-3’s request. Supplier shall reimburse L-3 for any lost or damaged equipment.

7.

COMMUNICATION AND ADMINISTRATION . For and on behalf of L-3, the person designated in the SOW or applicable Purchase Order shall have cognizance of the services provided pursuant to this Agreement, and liaison and general administration of the Agreement for L-3 shall be through the designated person. All invoices, statements, reports, loaned supplies, and equipment shall be sent directly to this individual. Supplier understands and agrees all commitments or changes affecting price, quantity, or other terms of the Agreement must be coordinated with the L-3 buyer designated on the applicable SOW.

8.

RIGHTS IN WORK PRODUCT.

9.

SAFETY . It is not possible nor is it our intention to delineate every safety requirement in this section. The Supplier is expected to adhere to all applicable Federal, State laws and requirements including the Occupational Safety and Health Act (OSHA) and other pertinent site access security policies, regulations, codes and safety standards of L-3. This section is not a supplement or substitute to OSHA or L-3’s Safety Standards. Supplier shall adhere to all L-3 Standard Policies, Procedures and Safety Standards.

10.

WARRANTIES AND INDEMNITY .

but are not limited to, the duty to ensure that the services and Deliverable Work will not (i) have any operational impediments; (ii) malfunction; (iii) cease to perform; (iv) generate incorrect or ambiguous data; and/or results, with respect to same-century and multi-century formulas, functions, data; and/or (v) produce incorrect or ambiguous results, with respect to same-century and multi-century formulas, functions, date values and date-data interfaces. L-3 reserves all remedies for any breach of this warranty by Supplier.

10.3.

Supplier shall indemnify and hold harmless L-3, its employees and agents, from and against any claims, demands, loss, damage, or expense relating to bodily injury or death of any person, or damage to real and/or tangible personal property incurred while Supplier is performing services, and to the extent proximately caused by the negligent or willful acts or omissions of Supplier, its personnel, agents, or subcontractors in the performance of services hereunder.

10.4.

Supplier hereby represents that it has, or will have, prior to commencement of work by any individual, valid and sufficient arrangements or agreements with its employees and/or third parties, such that (i) the ownership of any and all inventions made by an employee and/or third party vests in Supplier; and (ii) they agree to be bound by the confidentiality requirements in this Agreement and subsequent nondisclosure agreement(s) executed by the parties. Further, Supplier warrants that it will not deliver to L-3 Deliverable Work which would infringe any duly issued patent or copyright or any trade secret or other intellectual property rights or other proprietary rights of a third party.

10.5

Supplier shall defend, at its expense, any action brought against L-3 to the extent that it is based on a claim that Deliverable Work performed under this Agreement, provided by Supplier and its personnel or agents or subcontractors, constitutes an infringement of any duly issued patent or copyright or of any trade secrets or other intellectual property rights or other proprietary rights of a third party, and Supplier will pay all damages and costs awarded against L-3, including any settlement amount agreed to be paid, and related expenses in such action that are attributable to such claim, provided Supplier is promptly informed in writing and furnished a copy of each communication, notice, or other action related to the alleged infringement and is given authority, information, and reasonable assistance at Supplier’s expense, necessary to defend or settle such claim. Supplier will not be obligated to defend or be liable for costs and damages to the extent that the infringement arises out of or relates to (i) L-3’s misuse or modification of such Deliverable Work; (ii) L-3’s failure to use corrections or enhancements delivered to L-3, if such materials would have prevented the infringement; (iii) infringement that results from the combination by L-3 of the Deliverable Work with any product or technology not owned, developed, or provided by Supplier, unless Supplier knowingly contributes to the infringement caused by such combination, in providing the Deliverable Work to L-3 for L-3’s intended use or application; or (iv) compliance with information, directions, specifications, or materials provided by L-3. If any such Deliverable Work is, or in Supplier’s opinion is likely to be held to constitute an infringing product, Supplier shall at its expense and option either (a) procure the right for L-3 to continue using it; (b) replace it with a non-infringing equivalent; or (c) modify it to make it non-infringing.