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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) - February 11, 1999
__________
LOCKHEED MARTIN CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Maryland 1-11437 52-1893632
(State or other jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
</TABLE>
6801 Rockledge Drive, Bethesda, Maryland 20817
(Address of principal executive offices) (Zip Code)
(301) 897-6000
(Registrant's telephone number, including area code)
__________
Not Applicable
(Former name or address, if changed since last report)
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Item 5. Other Events
On March 15, 1995, Lockheed Corporation ("Lockheed") and Martin Marietta
Corporation ("Martin Marietta") consummated a transaction (the "Combination")
pursuant to which Lockheed and Martin Marietta became wholly-owned subsidiaries
of a new holding corporation, Lockheed Martin Corporation ("Lockheed Martin").
Effective January 28, 1996, Lockheed and Martin Marietta were merged with and
into Lockheed Martin.
Following the filing of a "Complaint for Permanent Injunction and Certain
Ancillary Relief" by the Securities and Exchange Commission (the "Commission")
in the United States District Court for the District of Columbia on April 13,
1976 (Securities and Exchange Commission v. Lockheed Aircraft Corporation, et.
al., Civil Action No. 76-0611), Lockheed (then known as Lockheed Aircraft
Corporation) consented to the entry of a Final Judgment of Permanent Injunction
which incorporates a Consent and Undertaking pursuant to which Lockheed, among
other things, represented to the Commission that its Board of Directors had
adopted, implemented and would maintain a Statement of Policies and Procedures
(the "Statement") with respect to payments by Lockheed to any official or
employee of any government or any official or employee of any entity owned
and/or controlled by any government, which payments would be unlawful under the
laws of the United States or such foreign country.
In addition, Lockheed agreed to file a copy of the Statement with the
Commission as an Exhibit to a Current Report on Form 8-K, and a copy of Lockheed
Management Policy Statement (MPS) 168 which contains the Statement was so filed
as Exhibit E to Lockheed's Current Report on Form 8-K, dated May 6, 1976.
Further, Lockheed represented to the Commission that, in the event that there
was an intent to change the policy embodied in the Statement, at least 10 days
prior to the effectiveness of the contemplated policy change, Lockheed would
file a copy of the revised Statement via a Current Report on Form 8-K.
As a result of the Combination, Lockheed no longer had securities registered
pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934.
Consequently, in accordance with Lockheed's representation, on May 4, 1995,
Lockheed Martin filed on behalf of Lockheed a Current Report on Form 8-K that
included as an exhibit Lockheed Martin Procedure No.: INT-01, which pertained to
international consultants of Lockheed Martin and, upon its effectiveness,
supplanted MPS 168. INT-01 was an interim procedure that was replaced by
Lockheed Martin Corporate Policy Statements (CPS) CPS-703 and CPS-704 pertaining
to domestic consultants and international consultants, respectively. On April 5,
1996, Lockheed Martin filed on behalf of Lockheed a Current Report on Form 8-K
that included as an exhibit Lockheed Martin Corporation Corporate Policy
Statement CPS-704 (International Consultants). Further, on May 28, 1996,
Lockheed Martin filed on behalf of Lockheed a Current Report on Form 8-K that
included as an exhibit Lockheed Martin Corporation Corporate Policy Statement
CPS-730 pertaining to certain additional procedures relating to the Foreign
Corrupt Practices Act.
Lockheed Martin proposes to amend CPS-704 pertaining to international
consultants. Consequently, Lockheed Martin is filing this Current Report on
Form 8-K on behalf of its former subsidiary Lockheed and has included as an
exhibit to this filing the revision to CPS-704.
Item 7. Financial Statements
A. Financial Statements
None.
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B. Exhibits
Exhibit No. Description
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99 Lockheed Martin Corporation Corporate Policy Statement No:
CPS-704 (International Consultants), as amended.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LOCKHEED MARTIN CORPORATION
/s/ MARIAN S. BLOCK
----------------------------------
Marian S. Block
Vice President, Associate General
Counsel and Assistant Secretary
February 16, 1999
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EXHIBIT 99
Corporate Policy Statement CPS-704
Revision No: 1
Issued: February 27, 1999
Copyright 1999 Lockheed Martin Corporation
A hard copy of this policy may not be current.
The current version is on the Lockheed Martin Intranet
International Consultants
1.0 Policy | 2.0 Definitions | 3.0 Exclusions | 4.0 Restrictions | 5.0
Preliminary Legal Determination | 6.0 Approval Process | 7.0 Terms of Agreement
| 8.0 Payment of Fees and Expenses | 9.0 Administration | General Applicability
Statement | Distribution Notice
All Exhibits and Forms required by this CPS are contained in the International
Consultant Administration Manual
1.0 POLICY
1.1 It is Lockheed Martin policy to contract for international consultants on a
selective, as-needed basis and only after determining that the special expertise
needed is not available within the Corporation. All international consultants
must comply with the laws and regulations of the foreign countries in which they
operate (except to the extent inconsistent with United States law) and the laws
and regulations of the US, particularly the provisions of the Foreign Corrupt
Practices Act (FCPA) (refer to CPS-730, Compliance with the Foreign Corrupt
Practices Act), the Consent Decree dated April 13, 1976 between Lockheed
Corporation and the Securities and Exchange Commission, and the Consent Order
dated June 23, 1978 between Lockheed Corporation and the Federal Trade
Commission. (If there is a real or apparent inconsistency between the
requirements of US and foreign law, the matter shall be resolved by the
Assistant General Counsel-International.)
1.2 It is Lockheed Martin policy that its consultants be bound by the applicable
provisions of the Corporation's Code of Ethics and Business Conduct, Setting the
Standard ("the Code").
1.3 It is Lockheed Martin policy that no payments will be made to, and no work
for the Corporation will be done by, any international consultant as defined by
this CPS until a written agreement, approved as provided in this CPS, has been
executed by both parties. Refer to CMS-550, Accounting for Consultant
Commissions and Other Costs, for appropriate accounting policy and procedures.
1.4 Violation of this policy, or the making of any commitment in violation of
this policy, can result in severe disciplinary action, including termination of
employment.
1.5 It is Lockheed Martin policy that, with respect to entities controlled (but
not wholly-owned) by the Corporation (normally an ownership interest in excess
of 50%), the Assistant General Counsel-International shall ensure that policies
substantially similar to this CPS are adopted.
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With respect to entities in which the Corporation has a substantial (but not
controlling) ownership interest, (i.e., 20%-50%), the Assistant General Counsel-
International shall ensure that such entities have adopted appropriate controls
and are taking the steps necessary to effect compliance with the requirements of
this CPS by all of their officers, employees and consultants.
2.0 DEFINITIONS
International Consultant - An individual or firm possessing special knowledge,
expertise, skill or training which may be combined with operational experience.
The capabilities possessed by a consultant are generally not available within
the Corporation. For purposes of this policy, the term "international
consultant" or "consultant" will include any agent, representative, broker, or
any other person or firm by whatever name known, of US or any other nationality,
who has or is likely to have contact with a foreign customer (including contact
in the US) and is hired or otherwise retained to provide services directly
related to obtaining, retaining, or facilitating business or business
opportunities, including offset/countertrade commitments to foreign governments,
in or with any foreign country or foreign firm by: (a) advising Lockheed Martin
management in connection with business development, acquisition, or retention in
such environment; or (b) representing Lockheed Martin in connection with sales
efforts involving foreign customers, foreign firms, or foreign governments,
except as specifically excluded in section 3.0 below.
Note: In any instance where it is not clear whether an individual or firm is a
consultant, the matter must be referred to the element's Legal department for
determination.
Consultant Review Board (CRB) - The CRB is responsible for reviewing and
approving proposed consultant arrangements which exceed the thresholds set forth
in Exhibit C, Consultant Review Board/Consultant Review Committee Guidelines
("CRB/CRC Guidelines"). The composition of the CRB shall be the Vice President,
Corporate Communications; Vice President and Controller; Vice President and
Treasurer; and Assistant General Counsel-Litigation and Compliance. A quorum
shall constitute three of the four CRB members. The corporate Manager of
Consultant Services will serve as a non-voting Executive Director.
Consultant Review Committee (CRC) - The CRC is responsible for reviewing and
approving proposed consultant arrangements which exceed the thresholds set forth
in the CRB/CRC Guidelines. The CRC has additional responsibility for approving
corporate policies and procedures with respect to international consultants;
approving the Corporation's standard terms and conditions for use in all
consultant agreements; and establishing the CRB and CRC review thresholds. The
composition of the CRC shall be the Chief Financial Officer, Senior Vice
President and General Counsel, and corporate Vice President of Business
Development. A Sector President will participate on a rotating, non-conflict
basis.
Government Official - Any officer or employee of a government or any department,
agency or instrumentality thereof, or any person acting in an official capacity
for or on behalf of such government or department, agency or instrumentality, or
any official, employee or person acting on behalf of a public international
organization.
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3.0 EXCLUSIONS
3.1 The services of domestic business development consultants will be retained
in accordance with CPS-703, Domestic Business Development Consultants.
3.2 An individual or firm that purchases products for resale is a distributor,
rather than a consultant, and falls outside the scope of this CPS. The
determination that a distributor relationship is bona fide, and is not in
reality a consultant relationship, must be made by the element's Legal
department.
3.3 An individual or firm performing proposal or contract support services under
a services contract or services subcontract, including without limitation post-
award services and offset-related services, (collectively, "services contract")
is a services subcontractor, rather than a consultant. Such a services contract
will always include a written statement of work whose achievement can be
objectively verified in terms of a tangible delivered work product such as a
product or component design, a technical proposal, editing or artwork, or other
technical service.
3.3.1 A services contract may not be entered into for the purposes of
obtaining consultant services. A services contract will not be entered into
with an individual or firm that is or, within the five years prior to the
effective date of the services contract, has been a consultant for any
Lockheed Martin entity, unless prior written approval is obtained from the
Assistant General Counsel-International for services contracts not in excess
of $250,000 a year or $500,000 for any one (multi-year) contract, from the CRB
for services contracts in excess of these amounts, up to $1,000,000 a year or
$2,000,000 for any one (multi-year) contract, and from the CRC for services
contracts in excess of these amounts.
3.4 Persons or companies supplementing in-house skills on a temporary basis are
not considered consultants. Contracts for such services will be processed in
accordance with normal procurement procedures. Examples of such services are
clerical, administrative, and housekeeping services, facilities and grounds
maintenance, and equipment servicing.
3.5 Services performed by individuals requiring professional qualifications,
such as certified public accountants, attorneys, architects, registered
engineers, plant physicians, and nurses will be contracted for as specified in
normal procurement and other applicable procedures. Legal services will be
contracted for in accordance with CPS-701, Performance of Legal Activities.
Purchases of outside accounting and related services, and all consulting
services from Lockheed Martin's independent accountants will be contracted for
in accordance with CPS-419, Control of Accounting Operations, and CMS-010,
Purchase of Outside Accounting and Related Services.
4.0 RESTRICTIONS
4.1 No consultant shall be a government official or an official of a political
party or a candidate for political office.
4.2 No consultant shall be an officer, director, employee, or "affiliate" (as
that term is defined under the Securities Act of 1933) of any customer unless
such dual activity is permissible in the country involved and is approved in
writing by the chief executive officer of such customer, which written approval
shall be maintained by the corporate Manager of Consultant Services.
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Note: The criteria set forth in 4.1 and 4.2 above apply to the owners, principal
shareholders, officers and active representatives of a consultant organization,
or anyone in receipt of compensation from a consultant organization.
4.3 No payments to or agreements with any consultant shall be made in violation
of applicable US law, the law of the affected foreign country, or the Code.
4.4 No payment shall be made and no other thing of value shall be given to any
consultant if there is reason to believe that, in connection with the
consultant's performance under its agreement with Lockheed Martin or on Lockheed
Martin's behalf, all or any portion of the payment or other thing of value will
be offered, given or promised, directly or indirectly, to any government
official or any political party or official thereof, or any candidate for
political office. This prohibition shall not apply to:
. Reasonable provision for facilitating or expediting payments of money,
gifts, or other things of value to government officials (except for US
federal, state, or local officials) whose duties are essentially non-
discretionary or clerical, where such payments or gifts are necessary to
ensure or expedite performance of the official's duties (e.g., as specified
in the Foreign Corrupt Practices Act, facilitating or expediting payments
for routine governmental actions such as payments for expediting shipments
through Customs or overseas phone calls, or to ensure police protection or
mail delivery) and are not for the purpose of obtaining or retaining
business for Lockheed Martin or directing business to any person. Such
expediting payments are discouraged and may only be made where necessary to
secure adequate performance of a service or action which Lockheed Martin is
entitled to have performed in any case and which is necessary to the
conduct of its business and where the conditions set forth in CPS-730,
Exhibit B, Operational Directions, have been satisfied; or
. Furnishing meals, refreshments, entertainment or transportation of
reasonable value, or furnishing pictures, models of Lockheed Martin
products of little or no intrinsic value or other items of small dollar
value marked with the Lockheed Martin logo that are distributed for
advertising or commemorative purposes (refer to CPS-730, Exhibit E,
Hospitality Guidelines).
5.0 PRELIMINARY LEGAL DETERMINATION
5.1 The Legal department of the element desiring to retain the prospective
consultant, in conjunction with the corporate Legal department, is responsible
for determining the legality of contracting with the prospective consultant.
5.2 The requester must also coordinate with the corporate Manager of Consultant
Services to ascertain whether the prospective consultant is already under
agreement with the Corporation.
6.0 APPROVAL PROCESS
The actions required for the initial appointment or renewal of any international
consultant are as follows. Actions which are optional for renewal of a
consultant are marked with an asterisk (*).
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6.1 No later than 90 days prior to the desired appointment/renewal date, the
element desiring to retain the services of the consultant will submit an
appointment package to the proposed consultant with the following enclosures:
. Application for International Consultant Appointment, Form No. C-704-1, or
Application for International Consultant Renewal, Form No. C-704-2
(collectively, "Application"), as applicable;
. (*) The Code which, in appropriate cases, should be provided in the native
language of the consultant;
. (*) International Consultant Letter of Appointment, Form No. C-704-3
(optional);
. (*) Disclaimer Letter, Form No. C-704-4; and
. (*) Exhibit A, Lockheed Martin International Consultant Agreement -
Consultant, or Exhibit B, Lockheed Martin International Consultant
Agreement -Representative (collectively, "Agreement"), provided for
information purposes only.
6.2 The cognizant Regional President will:
6.2.1 (*) Perform a preliminary due diligence by meeting with the proposed
consultant, visiting the proposed consultant's offices in the country where
services would be performed, and obtaining an International Company Profile
(ICP) from the US Embassy in that country (where available) or otherwise
obtaining the evaluation of the US Embassy relative to the consultant.
6.2.2 Prepare a Regional President's Recommendation - New International
Consultant, Form No. C-704-6, or Regional President's Recommendation - Renewal
of International Consultant or Change in Product Coverage, Form No. C-704-7
(collectively, "Recommendation") as applicable, ensuring that the
Recommendation fully justifies the retainer and/or commission recommended.
6.2.3 Submit the Recommendation and ICP (or US Embassy evaluation), and other
information deemed relevant or appropriate to the requesting element.
6.3 The element's Legal department will:
6.3.1 Review the due diligence and obtain legal opinions from competent
outside counsel that address the following: (a) whether the proposed
agreement, including the proposed activities of the consultant as set forth
therein, complies with local law; (b) whether the specific compensation to be
paid complies with local law and does not seem unreasonable or excessive; (c)
whether the proposed relationship with the consultant gives rise to concerns
under local anti-bribery statutes and the FCPA; and (d) whether the proposed
consultant could be considered to be a government official in that territory.
6.3.2 Check references listed by the consultant and, as appropriate, consult
with external companies working with the proposed consultant in the same or a
related industry as an
<PAGE>
additional background check and to avoid potential conflicts of interest.
6.3.3 Initiate an International Consultant Approval, Form No. C-704-8
("Approval").
6.3.4 (*) If the proposed consultant is a former Lockheed Martin employee,
obtain the signature of the element's senior Human Resources executive or
designee on the Approval, signifying that the potential for improper
employment practice does not exist. (Refer to CPS-524, Rehire of Retired
Salaried Personnel.)
6.3.5 Provide the Approval and the appointment package to the corporate
Manager of Consultant Services, who will review the package for completeness
and forward the completed package to the Assistant General Counsel-
International.
6.4 The Assistant General Counsel-International will coordinate with the
requesting element's Legal department in order to complete the due diligence
background check on the proposed consultant, including:
6.4.1 Reviewing the legal opinion from outside counsel, confirming that the
agreement with the proposed consultant is lawful and that the proposed level
of compensation is reasonable, given the expected norms for the product and
country;
6.4.2 Reviewing the relevant corporate policies and procedures to confirm that
retention of the proposed consultant would be in compliance with corporate
direction;
6.4.3 Reviewing legal compliance in order to confirm that retention of the
proposed consultant would be consistent with the FCPA and other applicable US
and local law requirements, including disclosure requirements such as those in
Part 130 of the International Traffic in Arms Regulations (ITAR);
6.4.4 Evaluating the character of the proposed consultant to confirm that the
consultant appears to be of high integrity and is likely to comply with the
requirements of the Code. This evaluation will include a personal interview
with and briefing of the consultant to ensure that the consultant fully
understands and agrees to comply with the Code, the FCPA and other applicable
US and foreign legal requirements. At the conclusion of the briefing, the
consultant will sign an International Consultant Compliance Acknowledgment,
Form No. C-704-9, with respect to such requirements; and
6.4.5 Reviewing the Corporation's standard terms and conditions with the
proposed consultant, including contract negotiation as required.
6.5 The corporate Manager of Consultant Services will obtain the signatures of
the following individuals or their designees on the Approval form:
6.5.1 Director, Industrial Participation, if the proposed consultant services
will involve or affect offset/countertrade agreements.
6.5.2 Vice President of Washington Operations, if the consultant will be based
in Washington, DC.
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6.5.3 Vice President and Treasurer, if the consultant will provide customer
financing.
6.5.4 Assistant General Counsel-International.
6.5.5 Vice President of International Operations.
6.5.6 Corporate Vice President of Business Development.
6.6 Upon satisfactory completion of the due diligence, the Assistant General
Counsel-International will coordinate with the element's Legal department to
prepare the consultant agreement, using the Agreement at Exhibit A when
compensation will be by retainer, or the Agreement at Exhibit B when
compensation will be by commission. All agreements with consultants will be
written in the name of Lockheed Martin Overseas Corporation (LMOC). The
Assistant General Counsel-International will ensure that the consultant
agreement is in accordance with the applicable corporate policies and
procedures.
6.7 The CRB Executive Director will submit any agreement which exceeds the
thresholds set forth in the CRB/CRC Guidelines for the review and approval of
the CRB or CRC as required. The Assistant General Counsel-International or the
Vice President of International Operations may also elect to refer any proposed
agreement (including those under CRB/CRC thresholds) for CRB/CRC review for any
reason. The CRB Executive Director will notify the appropriate sector Vice
President and General Counsel of any proposed consultant agreement which will be
submitted to the CRB/CRC.
6.8 The corporate Manager of Consultant Services will forward the agreement to
the proposed consultant for signature and, upon return, to the LMOC President or
designee for execution.
6.9 The corporate Vice President of Business Development or designee will notify
the designated agreement monitor of the duties and responsibilities, providing
the monitor with a copy of Exhibit D, Agreement Monitor Guidelines.
6.10 The corporate Vice President of Internal Audit will ensure that the
international consultant review and approval process is audited at least
annually.
7.0 TERMS OF AGREEMENT
7.1 Statement of Work and Agreement Monitor. The agreement must set forth a
precise statement of work, including deliverable items such as documented
analyses, reports, or other materials. The agreement will identify the Lockheed
Martin employee who has been designated by the element to serve as the agreement
monitor.
7.1.1 The Regional President, agreement monitor and Vice President of
Washington Operations or designee (if the consultant is Washington, DC-based)
must, on at least an annual basis, provide a written evaluation of the
consultant, using the International Consultant Evaluation, Form No. C-704-10.
These evaluations will be reviewed by the corporate Vice President of Business
Development and the Assistant General Counsel-International.
<PAGE>
7.2 Consultant Compensation. Compensation for services to be performed by the
consultant must be reasonable and consistent with compensation for similar work
within the industry or field of technology in the country where such services
are to be performed and must be permissible under local law. The total corporate
commitment for retainer fees and expenses or commissions to any entity or
individual for consulting services will be approved in accordance with the
CRB/CRC Guidelines.
7.3 Consultant Expense Reimbursement. The agreement must require that the
agreement monitor personally approve in writing in advance any extraordinary
expenditures (such as travel by the consultant to a facility in the US). The
consultant's travel and subsistence expense records must be documented with an
explanation of each trip's purpose and itinerary with pre-authorization to
travel. Reimbursement for domestic air and rail travel is limited to economy
coach accommodations unless otherwise specified in the agreement. Reimbursement
for international air travel is limited to business class unless otherwise
specified in the agreement. The consultant is required to attach receipts for
such expenditures to invoices in a form satisfactory to the agreement monitor
and to the LMOC Controller. The consultant must strictly observe the applicable
prohibitions relating to the entertainment of military and government officials
and the prohibitions against giving anything of value to such officials.
7.4 Ethics. The corporate Manager of Consultant Services will retain the Code
acknowledgment card in the consultant's file. If the Code is revised at any time
during the term of the agreement, a copy of the revised Code will be furnished
to the consultant. A clause in the agreement must state that by execution of the
agreement the consultant warrants that the consultant has received a copy of,
and will comply with, the Code.
7.4.1 Further, it is the Corporation's policy, to the extent reasonably
possible, that the consultant will receive at least one hour of training
concerning the Code and associated business conduct policies by an authorized
representative of the Corporation on an annual basis. This training will be as
directed by the Vice President of Ethics and Business Conduct. The agreement
monitor will ensure the consultant has received such annual ethics training as
evidenced by a signed acknowledgment form forwarded to the corporate Manager
of Consultant Services for filing.
7.5 Duration of Agreement and Expiration or Termination. The agreement will
state its duration in terms of a commencement date and an ending date, for a
term not to exceed two years, unless otherwise approved by the CRC or CRB. The
agreement must contain a clause permitting Lockheed Martin to terminate the
agreement without cause and with 60 days or less notice, and limit Lockheed
Martin's liability to fees earned and expenses incurred to the date of
termination. The agreement must also contain a clause stating that the agreement
will terminate immediately and all payments that are due or have been made under
the agreement will be forfeited if, in the rendering of services, illegal
payments are made, or any part of the fee or expenses payable under the
agreement is used for an illegal purpose, or paid to a third party with the
knowledge that the money will be used for an illegal purpose, or conduct is
engaged in that is in violation of local foreign law or the laws of the US,
including specifically the FCPA, the ITAR and the US antiboycott laws. In this
regard, the consultant will be required upon execution of the agreement to
furnish representations and warranties that:
<PAGE>
. No payments or gifts have been or will be made, offered, or promised to
improperly influence foreign officials;
. No foreign official has any legal or beneficial interest in such business
or in any commission or payment Lockheed Martin makes;
. The consultant will disclose to Lockheed Martin any payment of, or offer to
pay, political contributions, fees or commissions pursuant to Part 130.12
of the ITAR; and
. The consultant is fully qualified to assist Lockheed Martin under US and
applicable foreign law and has complied with any applicable registration
and licensing requirements.
Breach of any such warranties will be cause for termination of the agreement.
7.6 Independent Contractor. All agreements will contain a provision making the
consultant an independent contractor and clearly prohibiting the consultant from
making any binding commitments on behalf of Lockheed Martin.
7.7 Consultant Certifications. The agreement will contain the following:
7.7.1 A clause to the effect that the consultant has not been convicted of or
pleaded guilty to an offense involving fraud, corruption or moral turpitude
and is not currently listed by any government agency as debarred, suspended,
proposed for suspension or debarment, or otherwise ineligible for government
procurement programs. If the consultant is a corporation, partnership or other
form of business organization, the representations and certifications will
apply not only to the individual(s) who will be performing the consulting
services but also to the principal officers and owners of the business
organization;
7.7.2 A clause wherein the consultant agrees that in performance of the
agreement, the consultant will comply with applicable laws and regulations of
the US and the Territory (except to the extent inconsistent with US laws and
regulations), and will not make or permit to be made or knowingly allow a
third party to make any improper payments, or to perform an unlawful act. To
that end, the consultant will execute the Consultant Certifications attached
to the agreement, and agree to furnish such further certifications as may be
required from time to time. Failure or refusal to promptly furnish any
required certificate or disclosure upon request from Lockheed Martin will be
the basis for immediate termination of the agreement; and
7.7.3 Such other terms and conditions as are required and approved by the
Assistant General Counsel-International or the element Legal department.
8.0 PAYMENT OF FEES AND EXPENSES
8.1 Consulting fees, commissions, or reimbursable expenses will be paid only
through normal LMOC disbursement channels after receipt of an invoice from the
consultant, substantially in the form as set forth in International Consultant
Invoice for Retainer/Fees/Expenses, Form No. C-704-11, or International
Consultant Invoice for Commission/Success Fee, Form No. C-704-12. The invoice
will be accompanied by receipts as required, and a completed International
<PAGE>
Consultant Activity Report, Form No. C-704-13, ("Activity Report") which
correlates work product with payment requested. Even though activities may
involve highly classified or highly sensitive matters, a meaningful non-
classified Activity Report is required in order to substantiate payment.
8.2 Prior to the payment by LMOC of a consultant invoice, the agreement monitor
(or individual delegated this authority in writing for purposes of approving
invoices) will review the Activity Report, invoice and receipts submitted by the
consultant to verify that services have been properly rendered, documented and
supported. If so, the agreement monitor will sign the Activity Report and the
invoice, signifying approval for payment, and provide the Activity Report with
invoice and receipts to the corporate Manager of Consultant Services.
8.3 The corporate Manager of Consultant Services will verify that the name and
address on the invoice, bank/wire transfer instructions, and period of
performance are consistent with the agreement, and that the Activity Report and
invoice bear the signatures of the consultant and agreement monitor. Upon
satisfactory completion of these verifications, the corporate Manager of
Consultant Services will authorize the payment of the invoice and provide the
invoice, receipts and activity report to LMOC. LMOC will make payment and
invoice applicable consultant costs to the appropriate elements.
8.4 All payments to a consultant will be made by check or wire transfer to an
account in the name of the consultant in the country where a substantial portion
of the related services are performed or the country from which the consultant
normally conducts business, except where specifically approved in writing by the
Assistant General Counsel-International or the CRB.
9.0 ADMINISTRATION
9.1 The corporate Manager of Consultant Services will develop and maintain the
International Consultant Administration Manual and make it available
electronically.
9.2 The following will be retained for a period of eight years from the date of
final payment under the agreement or until audit activities are completed:
9.2.1 The signed original consultant agreement, certifications, disclosures
and forms will be retained by the corporate Manager of Consultant Services.
9.2.2 Consultant payment information, invoices and supporting documentation
will be retained by LMOC.
9.2.3 Consultant work product (including reports, presentations and related
documents) will be retained by the agreement monitor.
9.3 It is the continuing responsibility of the agreement monitor to be aware of
all agreement terms and conditions (including the stated expiration date of the
agreement), and all applicable provisions of this CPS. If it is intended to
renew or extend the agreement, the monitor must begin this process in a timely
manner to avoid the possibility of the consultant having to stop work until the
Agreement extension or renewal contract is finalized.
/s/ Frank H. Menaker, Jr.
Senior Vice President and General Counsel
