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Receipt of Administrative Services

CLEARED COMPANY'S RECEIPT OF ADMINISTRATIVE SERVICES FROM FOREIGN PARENT OR ONE OF ITS AFFILIATES

The only administrative services that Defense Security Service (DSS) will allow the foreign parent or one of its affiliates to provide a cleared company operating under a Special Security Agreement, Proxy Agreement or Voting Trust Agreement to mitigate its foreign ownership, control or influence (FOCI) is in the below areas.

  1. Health/Insurance Benefits,
  2. Retirement Plans,
  3. Human Resource Services (except for the hiring/firing and performance ratings of employees of the cleared company), and
  4. Payroll Services

NOTE: Please keep in mind that a company operating under a Proxy Agreement or Voting Trust Agreement must be organized, structured, and financed so as to be capable of operating as a viable business entity independent from the foreign owner. (Refer to NISPOM 2-303b(2)).

The company must request and obtain approval from DSS in advance of the receipt of any administrative services being provided by the foreign parent or one of its affiliates.

(DSS must have approved the Administrative Services before the below paragraph can be included in the Special Security Agreement, Proxy Agreement or Voting Trust Agreement.)

7.08 Administrative Services. The GSC shall ensure that any administrative services provided by___________ or any of the Affiliates to the Corporation do not circumvent the requirements of this Agreement. The Corporation shall notify DSS and the GSC of the proposed administrative services to be provided to the Corporation (including its subsidiaries and affiliates) by ____________ or any of the Affiliates. Upon DSS' confirmation that the identified administrative services are acceptable, DSS shall issue an interim approval of those services. Therefore, the GSC shall certify in writing that it is effectively monitoring the administrative services being provided, and that said administrative services do not allow _________________ or any of the Affiliates to control or influence the management or business of the Corporation in violation of this Agreement. The initial GSC certification referenced in this Section 7.08 shall be provided to DSS within forty-five (45) calendar days of the execution of this Agreement, or in the case of an existing SSA, within forty-five (45) calendar days of the DSS interim approval referenced above, and subsequent annual GSC certifications shall be included in the Corporation's annual report as provided in Section 9.02 below. _____________ or any of the Affiliates shall not provide any administrative services to the corporation that have not been reviewed and approved by DSS in accordance with this Section 7.08.

In addition, the GSC shall ensure that for future classified contracts in which________ will use the unclassified information technology services of its Parent or any Affiliate company or entity, including ___________, ___________ management shall notify the applicable Government Contracting Activity ("GCA") regarding the unclassified information technology services that the Parent or Affiliate company will provide under the contract and shall obtain a written statement from the applicable GCA approving the provision of such services. The GCA's written statement shall be maintained by _______ for the duration of the applicable classified contract and for review by the GSC and DSS.