Wideband Polymer Modulator Development Agreement, Dated July 22, 2001

Exhibit 10.17


UNCLASSIFIED/FOR OFFICIAL USE ONLY


Copy 1 AWARD/CONTRACT

1. THIS CONTRACT IS A RATED ORDER UNDER DPAS (15CFR 350) RATING PAGE OF PAGES 1 22

2. CONTRACT ( Proc. Inst . Ident .) No.

[REDACTED] 001-01-C-0315

3. EFFECTIVE DATE

01 August 2001 4. REQUISITION/PURCHASE REQUEST/PROJECT NO.

5 . ISSUED BY

CODE

6. ADMINISTERED BY (if other than item 5)

CODE

U.S. GOVERNMENT

7. NAME AND ADDRESS OF CONTRACTOR (No., street, city, country, State and ZIP Code)

8. DELIVERY

x FOR ORIGIN a8 OTHER (See

Below)

LUMERA CORPORATION

19910 NORTH CREEK PARKWAY

P.O. BOX 3008

BOTHELL, WA 98011

ATTN: [REDACTED] 9. DISCOUNT FOR PROMPT PAYMENT SUBMIT INVOICES
(4 copies unless otherwise specified) TO THE ADDRESS SHOWN IN: ITEM CODE FACILITY CODE 11. SHIP TO/MARK FOR CODE 12. PAYMENT WILL BE MADE BY
CODE See Section G

13. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

a8 10 U.S.C. 2304.(c) ( ) a8 41 U.S.C.(C) ( ) 14. ACCOUNTING AND APPROPRIATION DATA 15A. ITEM NO. 15B. SUPPLIES/SERVICES 15C. QUANTITY 15D. UNIT 15E. UNIT PRICE 15F. AMOUNT See Section B

15G. TOTAL AMOUNT OF CONTRACT $1,622,957

16. TABLE OF CONTENT (x)
SEC


DESCRIPTION

PAGE(S) (x)
SEC.


DESCRIPTION PAGE(S)
PART I - THE SCHEDULE PART II - CONTRACT CLAUSES x A SOLICITATION / CONTRACT FORM 1 x I CONTRACT CLAUSES 12-21 x B SUPPLIES OR SERVICES AND PRICES/COSTS 2-4 PART III-LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH. x C DESCRIPTION/SPECS./WORK STATEMENT 5 x J LIST OF ATTACHMENTS 22 x D PACKAGING AND MARKING 6 PART IV-REPRESENTATIONS AND INSTRUCTIONS x E INSPECTION AND ACCEPTANCE 7 a8 K REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS x F DELIVERIES OR PERFORMANCE 8 x G CONTRACT ADMINISTRATION DATA 9-10 a8 L INSTRS., CONDS., AND NOTICES TO OFFERORS x H SPECIAL CONTRACT REQUIREMENTS 11 a8 M EVALUATION FACTORS FOR AWARD CONTRACTING OFFICER WILL COMPLETE 17 OR 18 AS APPLICABLE 17. x CONTRACTOR' S NEGOTIATED AGREEMENT
( Contractor is required to sign this document and return 1 18. a8 AWARD ( Contractor is not required to sign this
document. ) copies to issuing office .) Contractor agrees to furnish and deliver
all items or perform all the services set forth or otherwise
identified above and on any continuation sheets for the
consideration stated herein. The rights and obligations of the
parties to this contract shall be subject to and governed by the
following document (a) this award/contract. (b) the solicitation, if
any, and (c) such provisions, representations, certifications, and
specifications, as are attached or incorporated by reference
herein. ( Attachments are listed herein ). Your offer on Solicitation number , including the
additions or changes made by you which additions or changes are
set forth is full above, is hereby accepted as to items listed above
and on any continuation sheets. This award consummates the
contract which consists of the following documents (a) the
Government' s solicitation and your offer, and this (b) award/
contract. No further contractual document is necessary.

19A. NAME AND TITLE OF SIGNER (Type or print)

Todd R. McIntyre, Vice President

20A. NAME OF CONTRACTING OFFICER

[REDACTED] 19B. NAME OF CONTRACTOR

19C. DATE SIGNED

8/02/01 20B. UNITED STATES OF AMERICA

20C. DATE SIGNED

[REDACTED]


BY


/s/ Todd R. McIntyre


BY


[REDACTED] (Signature of person authorised to sign) (Signature of Contracting Officer)


UNCLASSIFIED/FOR OFFICIAL USE ONLY


Unclassified

PART I - THE SCHEDULE


SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B-1 Type Of Contract And Total Contract Value

The Contractor shall, in accordance with the terms and conditions set forth herein, furnish the necessary qualified personnel, services, travel, facilities and materials (except those specifically designated to be provided by the Government) and do all things necessary and incidental to complete the contractual effort in accordance with the Statement of Work incorporated by Section C - Description/Specifications/Statement of Work hereto.


The total current contract value is $1,622,957.


CLIN 0001, as identified in this contract and in the total estimated amounts set forth below are Cost Plus Fixed Fee Level of Effort (CPFFLOE), as described under the Federal Acquisition Regulations (FAR) 16.306(d)(2).


Description: Synthesis of Core, Dendron, and Base Dendrimer, and Synthesis of Higher Stability Dendrimer, With Slab Testing of Both Dendrimers


Total Level of Effort 2,318.0

Estimated Cost $ 1,545,673

Fixed Fee $ 77,284

Total CPFF $ 1,622,957


The estimated cost and fixed fee for the Contract Line Item 0001, and any modifications thereto are shown below. (Note: Provisional increases are not included in this summary until recognized as definitive)

Total Level of Effort
Estimated Cost
Fixed Fee


Basic 2,318.0 $ 1,545,673 $ 77,284


CLIN 0002 (OPTION), as identified in this contract and in the total estimated amounts set forth below are Cost Plus Fixed Fee Level of Effort (CPFFLOE), as described under the Federal Acquisition Regulations (FAR) 16.306(d)(2).

Description: Option 1 - Synthesis of Higher Stability, Higher EO Active Dendrimer and Slab Testing of the Dendrimer

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BASIC Unclassified

Total Level of Effort 854.0

Estimated Cost $ 505,453

Fixed Fee $ 25,273

Total CPFF $ 530,726


The estimated cost and fixed fee for the Contract Line Item 0002 (OPTION), and any modifications thereto are shown below. (Note: Provisional increases are not Included in this summary until recognized as definitive)

Total Level of Effort
Estimated Cost
Fixed Fee


Basic 854.0 $ 505,453 $ 25,273


CLIN 0003 (OPTION), as identified in this contract and in the total estimated amounts set forth below are Cost Plus Fixed Fee Level of Effort (CPFFLOE), as described under the Federal Acquisition Regulations (FAR) 16.306(d)(2).

Description: Option 2 - Synthesis of Deuterated and/or Fluorinated Core, Dendrons, and Dendrimer, and Slab Testing of the Core(e), Dendrons, and Dendrimer


Total Level of Effort 1,168.0

Estimated Cost $ 854,309

Fixed Fee $ 42,716

Total CPFF $ 897,025


The estimated cost and fixed fee for the Contract Line Item 0003 (OPTION), and any modifications thereto are shown below. (Note: Provisional increases are not included in this summary until recognized as definitive)

Total Level of Effort
Estimated Cost
Fixed Fee


Basic 1,168.0 $ 854,309 $ 42,716


CLIN 0004 (OPTION), as identified in this contract and in the total estimated amounts set forth below are Cost Plus Fixed Fee Level of Effort (CPFFLOE), as described under the Federal Acquisition Regulations (FAR) 16.306(d)(2).

Description: Option 3 - Prototype Device Fabrication

Total Level of Effort 2,234.0

Estimated Cost $ 842,164

Fixed Fee $ 42,108

Total CPFF $ 884,272


The estimated cost and fixed fee for the Contract Line Item 0004 (OPTION), and any modifications thereto are shown below. (Note: Provisional increases are not Included in this summary until recognized as definitive)

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BASIC Unclassified

Unclassified

Total Level of Effort
Estimated Cost
Fixed Fee


Basic 2,234.0 $ 842,164 $ 42,108

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BASIC Unclassified

Unclassified

SECTION C - DESCRIPTIONS/SPECS./WORK STATEMENT

C-1 Statement of Work

The Government' s Statement of Work entitled Wideband Polymer Modulator Development dated 04/16/2001 is incorporated and made part of this contract as Attachment 1 to Part III of Section J hereto.

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BASIC Unclassified

Unclassified

SECTION D - PACKAGING AND MARKING

D-1 Packaging And Marking

Packaging and marking of deliverable items called for hereunder shall be in accordance with:

(1) the Contractors best commercial practice and

(2) any delineated requirements in the Statement of Work required to insure safe arrival at the destination.

(3) in accordance with appropriate security requirements.

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BASIC Unclassified

Unclassified

SECTION E - INSPECTION AND ACCEPTANCE

E-1 [REDACTED] Clauses Incorporated by Reference (APR 1998 )

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.


Number

Title

52.246-8

Inspection of Research and Development - Cost-Reimbursement (APR 1984)

52.246-16

Responsibility for Supplies (APR 1984)

[REDACTED]

Inspection And Acceptance At Destination (General) (MAR 1996)

[REDACTED]

Requirement For Data Acceptance (MAR 1996)

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BASIC Unclassified

Unclassified

SECTION F - DELIVERIES OR PERFORMANCE

F-1 [REDACTED] Clauses Incorporated by Reference (APR 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.


Number

Title

52.242-15-A1

Stop-Work Order (AUG 1989) (Alternate I) (APR 1984)

F-2 [REDACTED] Contractor Performance And Delivery (MAR 1996)

(a) Period of Performance: The period of performance of this contract shall be:


CLIN

Start Date

Completion Date

0001 07/30/2001 09/30/2002

0002 08/30/2002 12/30/2002

0003 12/30/2002 12/30/2003

0004 12/30/2002 12/30/2003


The principal place of performance under this contract shall be the Contractor' s facility located at:


Bothell, WA

(b) Delivery: In the event an item under this contract is delivered directly to the COTR, the contractor shall obtain a signed receipt from the COTR. One copy of the receipt shall be attached to the contractor' s invoice submitted for payment for such item(s). Failure to do so may result in delayed payment.

(c) When the contractor encounters difficulty in meeting performance requirements, or anticipates difficulty in complying with the contract delivery schedule or date, they shall immediately notify the Contracting Officer in writing giving pertinent details; provided, however, that this data shall be informational only in character and that this provision shall not be construed as a waiver by the Government of any delivery schedule for any rights or remedies provided by law or under this contract.

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BASIC Unclassified

Unclassified

SECTION G - CONTRACT ADMINISTRATION DATA

G-1 Points Of Contact


Title

Name

Phone #

[REDACTED]

[REDACTED]

[REDACTED]

[REDACTED]

[REDACTED]

[REDACTED]

G-2 Purchase Request Number And Accounting And Appropriation Data


Contract
Doc CLIN


RCA # RCA ACTNG #
BLI
FY


BOC Dollars Obligated


[REDACTED] [REDACTED]

[REDACTED] [REDACTED] [REDACTED] [REDACTED]

[REDACTED] [REDACTED ]

[REDACTED]

[REDACTED] [REDACTED ]

[REDACTED] [REDACTED ]

G-3 [REDACTED] Contract Clause Numbering (MAR 1996 )

In this contract, standard clauses are originated from two sources; (1) the Federal Acquisition Regulation and (2) the [REDACTED]. [REDACTED] clauses are identifiable by noting [REDACTED]. Any clauses which are duplicative to DFARS are indicated by the DFARS clause number parenthetically inserted beside the clause title.

G-4 [REDACTED] Instructions for Requesting Contract Payment (DEC 2000 )


All requests for invoice and contract financing payments (other than progress payments) shall be prepared on a Standard Form 1034, Public Voucher for Purchases and Services Other Than Personal, and submitted for payment to the following billing office:

[REDACTED]

[REDACTED] [REDACTED]

[REDACTED]

[REDACTED]


For cost reimbursable contracts, those contractors authorized by DCAA to use Direct Billing procedures must submit only the first, final, and any award fee reconciliation payment vouchers to the billing office listed above. Unless otherwise directed by the contracting officer, submit all other vouchers directly to the paying office specified below. Attach a copy of the DCAA Direct Billing authorization letter to the first voucher submitted to the paying office for

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Unclassified

each contract, and enter " Direct Submission Authorized" in the signature block of all vouchers submitted via Direct Billing.

Requests for progress payments shall be prepared on a Standard Form 1443, Contractor' s Request for Progress Payment, and submitted to the following billing office:

N/A


The payment periods designated in the FAR Prompt Payment clause(s) contained in this contractual document will begin on the date a proper voucher or request for payment (SF 1034 or SF 1443) is received in the billing office listed above. The following additional voucher preparation instructions and requirements for supporting documentation also apply:

None


The government billing office or payment office will notify the contractor of any apparent error, defect, or impropriety in a voucher or request for payment within seven days of receipt by the billing office. Inquiries regarding vouchers or requests for payment submitted to the billing office should be directed to the government contracting officer. Inquiries regarding vouchers or requests for payment submitted directly to [REDACTED].

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BASIC Unclassified

Unclassified

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H-1 Reserved

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BASIC Unclassified

Unclassified

PART II - CONTRACT CLAUSES


SECTION I - CONTRACT CLAUSES

I-1 [REDACTED] Clauses Incorporated by Reference (APR 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.


Number

Title

52.202-1 Definitions (OCT 1995)

52.203-3 Gratuities (APR 1984)

52.203-5 Covenant Against Contingent Fees (APR 1984)

52.203-6 Restrictions on Subcontractor Sales to the Government (JUL 1995)

52.203-7 Anti-Kickback Procedures (JUL 1995)

52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity (JAN 1997)

52.203-10 Price or Fee Adjustment for Illegal or Improper Activity (JAN 1997)

52.203-12 Limitation on Payments to Influence Certain Federal Transactions (JUN 1997)

52.204-4 Printing/Copying Double-Sided on Recycled Paper (JUN 1996)

52.209-6 Protecting the Government' s Interest when Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (JUL 1995)

52.215-2 Audit and Records- Negotiation (JUN 1999)

52.215-10 Price Reduction for Defective Cost or Pricing Data (OCT 1997)

52.215-12 Subcontractor Cost or Pricing Data (OCT 1997)

52.215-15 Termination of Defined Benefit Pension Plans (OCT 1997)

52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other Than Pensions (OCT 1997)

52.215-21 Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data- Modifications (OCT 1997)

52.216-7 Allowable Cost and Payment (MAR 2000)

52.216-8 Fixed Fee (MAR 1997)

52.217-8 Option to Extend Services (NOV 1999)

52.222-1 Notice to the Government of Labor Disputes (FEB 1997)

52.222-26 Equal Opportunity (FEB 1999)

52.222-35 Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era (APR 1998)

52.222-36 Affirmative Action for Workers with Disabilities (JUN 1998)

52.222-37 Employment Reports on Disabled Veterans and Veterans of the Vietnam Era (JAN 1999)

52.223-6 Drug-Free Workplace (JAN 1997)

52.223-14 Toxic Chemical Release Reporting (OCT 2000)

52.225-11 Buy American Act- Balance of Payments Program- Construction Materials Under Trade Agreements (JUN 2000)

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Unclassified

52.227-1 Authorization and Consent (JUL 1995)

52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement (AUG 1996)

52.227-10 Filing of Patent Applications - Classified Subject Matter (APR 1984)

52.227-11 Patent Rights- Retention by the Contractor (Short Form) (JUN 1997)

52.227-14 Rights in Data- General (JUN 1987)

52.227-16 Additional Data Requirements (JUN 1987)

52.228-7 Insurance- Liability to Third Persons (MAR 1996)

52.230-2 Cost Accounting Standards (APR 1998)

52.230-3 Disclosure and Consistency of Cost Accounting Practices (APR 1996)

52.230-6 Administration of Cost Accounting Standards (NOV 1999)

52.232-9 Limitation on Withholding of Payments (APR 1984)

52.232-17 Interest (JUNE 1996)

52.232-22 Limitation of Funds (APR 1984)

52.232-23 Assignment of Claims (JAN 1986)

52.232-25 Prompt Payment (JUN 1997)

52.232-33 Mandatory Information for Electronic Funds Transfer Payment (AUG 1996)

52.233-3-A1 Service of Protest (AUG 1996) (Alternate I) (JUN 1985)

52.239-1 Privacy or Security Safeguards (AUG 1996)

52.242-1 Notice of Intent to Disallow Costs (APR 1984)

52.242-3 Penalties for Unallowable Costs (OCT 1995)

52.242-13 Bankruptcy (JUL 1995)

52.243-2-A5 Changes- Cost-Reimbursement (AUG 1987) (Alternate V) (APR 1984)

52.244-5 Competition in Subcontracting (DEC 1996)

52.247-63 Preference for U.S.-Flag Air Carriers (JAN 1997)

52.249-6 Termination (Cost-Reimbursement) (SEP 1996)

52.249-14 Excusable Delays (APR 1984)

52.253-1 Computer Generated Forms (JAN 1991)

[REDACTED]

[REDACTED]

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Unclassified

I-2 52.215-19 Notification of Ownership Changes. (OCT 1997)

(a) The Contractor shall make the following notifications in writing:

(1) When the Contractor becomes aware that a change in its ownership has occurred, or is certain to occur, that could result in changes in the valuation of its capitalized assets in the accounting records, the Contractor shall notify the Administrative Contracting Officer (ACO) within 30 days.

(2) The Contractor shall also notify the ACO within 30 days whenever changes to asset valuations or any other cost changes have occurred or are certain to occur as a result of a change in ownership.

(b) The Contractor shall

(1) Maintain current, accurate, and complete inventory records of assets and their costs;

(2) Provide the ACO or designated representative ready access to the records upon request;

(3) Ensure that all individual and grouped assets, their capitalized values, accumulated depreciation or amortization, and remaining useful lives are identified accurately before and after each of the Contractor' s ownership changes; and

(4) Retain and continue to maintain depreciation and amortization schedules based on the asset records maintained before each Contractor ownership change. (c) The Contractor shall include the substance of this clause in all subcontracts under this contract that meet the applicability requirement of FAR 15.408(k).

I-3 52.222-2 Payment for Overtime Premiums (JUL 1990)

(a) The use of overtime is authorized under this contract if the overtime premium does not exceed $0 or the overtime premium is paid for work 14 of 22

BASIC Unclassified

Unclassified (1) Necessary to cope with emergencies such as those resulting from accidents, natural disasters, breakdowns of production equipment, or occasional production bottlenecks of a sporadic nature;

(2) By indirect-labor employees such as those performing duties in connection with administration, protection, transportation, maintenance, standby plant protection, operation of utilities, or accounting;

(3) To perform tests, industrial processes, laboratory procedures, loading or unloading of transportation conveyances, and operations in flight or afloat that are continuous in nature and cannot reasonably be interrupted or completed otherwise; or

(4) That will result in lower overall costs to the Government.

(b) Any request for estimated overtime premiums that exceeds the amount specified above shall include all estimated overtime for contract completion and shall

(1) Identify the work unit; e.g., department or section in which the requested overtime will be used, together with present workload, staffing, and other data of the affected unit sufficient to permit the Contracting Officer to evaluate the necessity for the overtime;

(2) Demonstrate the effect that denial of the request will have on the contract delivery or performance schedule; (3) Identify the extent to which approval of overtime would affect the performance or payments in connection with other Government contracts, together with identification of each affected contract; and

(4) Provide reasons why the required work cannot be performed by using multishift operations or by employing additional personnel. I-4 52.244-2-A1 Subcontracts (FEB 1997) [REDACTED] (AUG 1998 )

(a) Definitions. As used in this clause

" Approved purchasing system" means a Contractor' s purchasing system that has been reviewed and approved in accordance with Part 44 of the Federal Acquisition Regulation (FAR).


" Consent to subcontract" means the Contracting Officer' s written consent for the Contractor to enter into a particular subcontract.

" Subcontract" means any contract, as defined in FAR Subpart 2.1, entered into by a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

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Unclassified (b) This clause does not apply to subcontracts for special test equipment when the contract contains the clause at FAR 52.245-18, Special Test Equipment. (c) When this clause is included in a fixed-price type contract, consent to subcontract is required only on unpriced contract actions (including unpriced modifications or unpriced delivery orders), and only if required in accordance with paragraph (d) or (e) of this clause.

(d) If the Contractor does not have an approved purchasing system, consent to subcontract is required for any subcontract that (1) Is of the cost-reimbursement, time-and-materials, or labor-hour type; or

(2) Is fixed-price and exceeds

(i) For a contract awarded by the Department of Defense, the Coast Guard, or the National Aeronautics and Space Administration, the greater of the simplified acquisition threshold or 5 percent of the total estimated cost of the contract; or

(ii) For a contract awarded by a civilian agency other than the Coast Guard and the National Aeronautics and Space Administration, either the simplified acquisition threshold or 5 percent of the total estimated cost of the contract.

(e) If the Contractor has an approved purchasing system, the Contractor nevertheless shall obtain the Contracting Officer' s written consent before placing the following subcontracts:

(f) The Contractor shall notify the Contracting Officer reasonably in advance of placing any subcontract or modification thereof for which consent is required under paragraph (c), (d), or (e) of this clause, including the following information:

(i) A description of the supplies or services to be subcontracted.

(ii) Identification of the type of subcontract to be used.

(iii) Identification of the proposed subcontractor.

(iv) The proposed subcontract price.

(v) The subcontractor' s current, complete, and accurate cost or pricing data and Certificate of Current Cost or Pricing Data, if required by other contract provisions.

(vi) The subcontractor' s Disclosure Statement or Certificate relating to Cost Accounting Standards when such data are required by other provisions of this contract.

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Unclassified (vii) A negotiation memorandum reflecting

(A) The principal elements of the subcontract price negotiation;

(B) The most significant considerations controlling establishment of initial or revised prices;

(C) The reason cost or pricing data were or were not required;

(D) The extent, if any, to which the Contractor did not rely on the subcontractor' s cost or pricing data in determining the price objective and in negotiating the final price;

(E) The extent to which it was recognized in the negotiation that the subcontractor' s cost or pricing data were not accurate, complete, or current; the action taken by the Contractor and the subcontractor; and the effect of any such defective data on the total price negotiated;

(F) The reasons for any significant difference between the Contractor' s price objective and the price negotiated; and (G) A complete explanation of the incentive fee or profit plan when incentives are used. The explanation shall identify each critical performance element, management decisions used to quantify each incentive element, reasons for the incentives, and a summary of all trade-off possibilities considered.

(2) If the Contractor has an approved purchasing system and consent is not required under paragraph (c), (d), or (e) of this clause, the Contractor nevertheless shall notify the Contracting Officer reasonably in advance of entering into any (i) cost-plus-fixed-fee subcontract, or (ii) fixed-price subcontract that exceeds the greater of the simplified acquisition threshold or 5 percent of the total estimated cost of this contract. The notification shall include the information required by paragraphs (f)(l)(i) through (f)(l)(iv) of this clause.

(g ...