To the extent applicable, the Federal Acquisition Regulation (“FAR”) and Department of Defense FAR Supplement (“DFARS”) clauses referenced below are hereby incorporated by reference in this Agreement with the same force and effect as though set forth herein in full text, and the Supplier is obligated to comply with these clauses to the extent applicable. The FAR is located at 48 C.F.R. Chapter 1, and the DFARS is located at 48 C.F.R. Chapter 3. Except as otherwise stated or where the context otherwise clearly requires, whenever any FAR or DFARS clause or provision listed below uses the terms "Government," "Contractor" and "Contracting Officer", these terms shall mean "ZOLL”, "Supplier" and "authorized ZOLL representative," respectively. In determining where such substitutions are or are not required by the context of the particular clause or provision in question, the interpretation will be adopted that best preserves the parties' mutual intention that their respective rights and obligations as between each other are to be coextensive with and equivalent to the rights and obligations existing as between the Government and ZOLL with regard to Government contract(s) or subcontract(s) held by ZOLL. In addition, the term "Contract" shall mean this Agreement whenever a reasonable interpretation of the context of the provisions so requires in order to properly express the contractual relationship hereof between ZOLL and Supplier.

52.203-13 Contractor Code of Business Ethics and Conduct (Nov 2021)
52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017)
52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Nov 2021)
52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (Nov 2021)
52.219-8 Utilization of Small Business Concerns (Oct 2018)
52.204-27 Prohibition on a ByteDance Covered Application (Jun 2023)
52.222-35 Equal Opportunity for Veterans (Jun 2020)
52.222-36 Affirmative Action for Workers with Disabilities (Jun 2020)
52.222-37 Employment Reports on Veterans (Jun 2020)
52.222-40 Notification of Employee Rights Under The National Labor Relations Act (Dec 2010)
52.222-41 Service Contract Act of 1965 (Aug 2018)
52.222-50 Combating Trafficking in Persons (Nov 2021)
52.222-51 Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment—Requirements (May 2014)
52.222-53 Exemption from Application of the Services Contract Act to Contracts for Certain Services—Requirements (May 2014)
52.222-54 Employment Eligibility Verification (Nov 2021)
52.222-55 Minimum Wages for Contractor Workers Under Executive Order 14026 (Jan 2022)
52.222-62 Paid Sick Leave Under Executive Order 13706 (Jan 2022)
52.222-90 Addressing DEI Discrimination by Federal Contractors (Apr 2026)
52.224-3 Privacy Training (Jan 2017)
52.224-3 Privacy Training (Jan 2017) Alt I
52.225-5 Trade Agreements Act (Aug 2009)
52.225-6 Trade Agreements Certificate (Jan 2005)
52.225-26 Contractors Performing Private Security Functions Outside the United States (Oct 2016)
52.226-6 Promoting Excess Food Donation to Nonprofit Organizations (Jun 2020)
52.244-6 Subcontracts for Commercial Items (Dec 2010)
52.247-64 Preference for Privately Owned U.S.-Flag Commercial Vessels (Nov 2021)
252.203-7002 Requirement to Inform Employees of Whistleblower Rights (Sep 2013)
252.204-7000 Disclosure of information (Oct 2016)
252.204-7018 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services (Jan 2021)
252.223-7008 Prohibition of Hexavalent Chromium (Jun 2013)
252.225-7009 Restriction on Acquisition of Certain Articles Containing Specialty Metals (Dec 2019)
252.225-7012 Preference for Domestic Commodities (Dec 2017)
252.225-7015 Restriction on the Acquisition of Hand or Measuring Tools (Jun 2005)
252.225-7048 Export-Controlled Items (Jun 2013)
252.225-7059 Prohibition on Certain Procurements from the Xinjiang Uyghur Autonomous Region–Certification (Dec 2022)
252.225-7060 Prohibition on Certain Procurements from the Xinjiang Uyghur Autonomous Region (Jan 2023)
252.244-7000 Subcontracts for Commercial Items and Commercial Components (Nov 2010)
252.246-7003 Notification of Potential Safety Issues (Jan 2007)
252.246-7008 Sources of Electronic Parts (May 2018)
252.247-7023 Transportation of Supplies by Sea (Feb 2019)

Certification Regarding Responsibility Matters (Oct 2015) (FAR 52.209-5). The Supplier certifies, to the best of its knowledge and belief, that the Supplier and its officers, directors or principal employees:

• Are not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency;
• Have not within a three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) contract or subcontract; violation of Federal or State antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, violating Federal criminal tax laws, or receiving stolen property);
• Are not presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated above; and
• Have not, within a three-year period preceding this offer, been notified of any delinquent Federal taxes in an amount that exceeds $3,500 for which the liability remains unsatisfied.

The Supplier further certifies that within a three-year period preceding this offer, it has not had one or more contracts terminated for default by any Federal agency. The Supplier shall provide immediate written notice to ZOLL if, at any time prior to contract award, the Supplier learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

Certification Regarding Trafficking in Persons Compliance Plan (FAR 52.222-50). Supplier and its employees shall not engage in any of the actions prohibited in FAR 52.222-50, including, without limitation: (1) Engage in severe forms of trafficking in persons during the period of performance of the contract; (2) Procure commercial sex acts during the period of performance of the contract; or (3) Use forced labor in the performance of the contract. Refer to FAR 52.222-50 for more information. Supplier certifies the following:

• It has implemented a compliance plan to prevent any prohibited activities identified at paragraph (b) of the FAR clause 52.222-50 and to monitor, detect, and terminate any agent, subcontract or subcontractor employee engaging in prohibited activities;
• To the best of its knowledge and belief, based on ongoing compliance activities, neither the Supplier, nor any of its agents, subcontractors, or their agents, are engaged in prohibited trafficking-related activity as described in FAR 52.222-50(b);
• If there are any reported or if any credible information of abuses received from any source alleging conduct that violates FAR 52.222-50(b), Supplier shall take immediate and appropriate remedial action(s) in response to the abuse(s), up to and including termination of the employee, subcontractor, subcontractor employee, or their agent involved; and
• All subcontractors have agreed to on-going monitoring and random auditing by the Supplier or its agents for compliance with FAR 52.222-50 and the Supplier’s Human Trafficking Policy. Any credible indication of noncompliance shall be investigated, reported and addressed accordingly.

Contractor Code of Business Ethics and Conduct (FAR 52.203-13). The Supplier certifies that it has:

• a written Code of Business Ethics and Conduct which is available to employees engaged in performance of Government contracts and/or subcontracts;
• an ongoing business ethics awareness and compliance program to communicate periodically and in a practical manner the Supplier’s standards and procedures and other aspects of the Supplier’s business ethics awareness and compliance program and internal control system, by conducting effective training programs and otherwise disseminating information appropriate to an individual’s respective roles and responsibilities; and
• an internal control system which establish standards and procedures to facilitate timely discovery of improper conduct in connection with Government contracts and/or subcontracts, and ensures corrective measures are promptly instituted and carried out.

Free Trade Agreement Documentation. Upon request by ZOLL, Supplier shall promptly provide a valid and complete United States-Mexico-Canada Agreement (USMCA), or any other applicable free trade agreement (FTA) for which the goods may qualify. Such documentation shall be provided at no cost to ZOLL. In addition to providing such documentation:

1. Supplier represents that it will use reasonable care in determining the eligibility of its goods under such FTAs.
2. Supplier shall maintain and provide, upon request, all supporting documentation and records used in determining the qualification of goods under the relevant trade agreement, including, but not limited to, bills of material, product specifications, and origin calculations.
3. Supplier understands and agrees that Supplier is responsible for updating any such certifications if the qualification status of the goods changes.

Trade Act Agreements Certificate (FAR 52.225-6) and Buy American Certificate (FAR 52.225-2). Supplier shall provide ZOLL with accurate information regarding the country of origin of the goods supplied under this agreement. Upon request, Supplier shall furnish a Manufacturer’s Affidavit or equivalent document confirming the country of origin in accordance with U.S. Customs and Border Protection (CBP) regulations. Such documentation shall include sufficient detail to support the origin determination, including production processes, component sourcing, and applicable origin rules. Supplier warrants that, unless provided otherwise in writing to ZOLL, each product or component provided hereunder shall continue to comply with FAR 52.225-5 (Trade Agreements Act) and FAR 52.225-6 (Trade Agreements Certificate).

Berry Amendment Compliance. The Supplier certifies that the products being sold hereunder comply with the domestic sourcing requirement of the Berry Amendment (10 U.S.C. § 4862), which restricts the Department of Defense from using funds to procure food, clothing, fabrics, fibers, yarns, other textiles, and hand or measuring tools that are not grown, reprocessed, reused, or produced in the United States.

Addressing DEI Discrimination by Federal Contractors. The Supplier certifies that (i) it does not and will not engage in any racially discriminatory diversity, equity and inclusion (DEI) activities as defined in FAR 52.222-90; (ii) it will furnish all information, reports, books, records and accounts requested by ZOLL or the U.S. Government for purposes of ascertaining compliance with FAR 52.222-90; (iii) it will promptly report to ZOLL any known or reasonably knowable conduct by its lower tier subcontractors that may violate FAR 52.222 90 and will take any remedial actions directed by ZOLL or the U.S. Government Contracting Officer; (iv) it will promptly notify ZOLL if any lower tier subcontractor files suit against Supplier and the suit places at issue, in any way, the validity of FAR 52.222 90; (v) it recognizes that compliance with the requirements of the clause are material to the Government’s payment decisions for purposes of 31 U.S.C. 3729(b)(4); and (vi) it will flow down the substance of FAR 52.222 90, including this certification requirement, to all applicable lower tier subcontractors performing work under a subcontract within the United States.