INDEX OF GENERAL DEFINITIONS

• Document Type: CREST
• Collection: General CIA Records
• Document Number (FOIA) /ESDN (CREST): CIA-RDP64-00360R000800030094-8
• Release Decision: RIFPUB
• Original Classification: S
• Document Page Count: 40
• Document Creation Date: November 17, 2016
• Document Release Date: March 25, 1999
• Sequence Number: 94
• Content Type: LIST

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INDEX OF GENERAL PROVISIONS
1, DEFINITIONS. 0,.* OOOOO ...... 1
,
2, CHANGES
3. LIMITATION OF COST 0.**.m...op sew . 2
4. ALLOWABLE COST) FIXED FEE) AND PAYMETT ...**0 0000000000 0 3
5, INSPECTION AND CORRECTION OFDEFECTS OOOOOOO .......0.0**** 5
ASS IGNilENT OF cuinn
_..______._______ -- ----J--10000001.0,4,0.000.000003 7
7. RECORDS...... 00000000 ............0.0....... 7
8, SUBCONTRACTS .a..*...o.,.***.o.,:a0,.,***.o.0. 000000 mec 9
9* UTILIZATION OF SMALL BUSINESS CONCERNS 0000 . 00000 0.0.6.010
10. 00000 .....?6,040.0.00..***0010
11. EXCUSABLE DELAYS -15
12, DISPUTES ...00**...0... OOOOOOOOOOOO ...00 .015
13,, NOTICE AND ASSISTANCE REGARDING PATENT INFRINGEMENT000016
14, EUY AMERICAN ACT,... ..0.0.00617
15, CONVICT LAPOR
000000000000 0000000000 .a.. 00000 *00.017
160 EIGHT-..HOUR LAW OF 19120.00.0.000.? oo 000 00000 ...001r/
170 NONDISCRIMINATION IN EMPLOYMENT****0**0**000000 00000 .0.018
18, OFFICIALS NOT TO BENEFIT...... 000000 00000 OOOOOOOOO 0.19
19, COVENANT ACAINST CONTINGENT FEES0.,,,.. ..........e....019
20. PATENT RIGFTS
141,011VERNMENf-7nPERTY 24
?INSURANCE...LIABILITY TO THIRD PERSONS O OOOOO 484080 OOOOO 0 29
23, AUTHORIZATION AND CONSENT .0.0030
24. FILING OF PATENT APPLICATIONS 31-
25 "1 .4 31
. RIGHTS IN DATA..UNLIMITED,... 33
27, MILITARY SECURITY REQUIREMENTS 34
28. WALSH...HEALEY PUBLIC CONTRACTS ACTS 35
290 GRATUITIES..,.. ....0 OO * OOOOO 36
30, NEGOTIATED OVERHEAD RATES OOO *036
31, DELAY IN DELIVERY OF DATA,, O 0 OOOOOOOOOOOO
32, SUPERSEDING OOOOOOOOOOO
33. FLIGHT RISK., Of000054060000 OOOO OO CO OOOOO OOO00038
34. ALTEEATIONS OOOOO 00.041,69000.410400011,000O60e00Q OOOOOOOOOO 039
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GENERAL PROVISIONS
1. DEFINITIONS (ASPR 7-103.1 AFPI 7-4034)
As used throughout this contract the foiiowing terms shall
have the meanings set forth below:
(a) The term "Secretary" means the Secretary, the Under
:nretary, or any Assistant Secretary of the Department and the
ha:
or any assistant head of the executive agency; and the term
duly authorized representative" means any person or persons
or board (other than the Contracting Officer) authorized to act
for the Secretary.
(b) The term "Contracting Officer" means the person executing
this contract on behalf of the Government, and any other officer
or civilian employee n'no is a properly designated Contracting
C.rlicert end the term includes, except as otherwise provided in
cee act, the authorized representative of a Contracting
Officer 4cting within the linits of his authority.
c) Except as otherwise provided in this contract, the term
"se' contracts" inchn:es purchase orders under this contract.
(d) (APPI 7-3C',1) The term "contract work" rnems all work
t) be performed unden this contract including any stnOies covering
fundamental, theoretical, or experimental invoeti'enntLens; any
ext-nsion of the inveetigative findings ad theers of a
sc:e.ntific or technical nature into practical application; any
tangible items, hereinafter referred to as "supplies," furnished
to the Government; and any reports, data, computations, plans,
drawings, and specifications with respect to any of the foreing.
CHANGES (UPI 7-403.2)
The Contracting Officer may at any time by a written order, lc ke
changes in or additions to the drawings and specifications, issue
additional instructions, require addit5ce al work within the general scope
of the contract, or change the place of delivery, method of shipment,
or the amount of Government-Furnished property. If any such change
causes an increase or decrease in the estimated cost of, or the time
required for performance of this contract, or otherwise affects any
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other provision of this contract, an equitable adjustment shall be
made (i) in the estimated cost or delivery Schedule, or both, (ii)
in the amount of any fixed fee to be paid to the Contractor, and
(iii) in such other provisions of the contract as Nay be so affected,
and the contract shall be modified in writing accordingly. Any claim
by the Contractor for adjustment under this clause must be asserted
leZ'ain sixty (60) days from the date of receipt by the Contractor of
the notification of change; Provided, however, That the Contracting
Officer, if he decides that the facts justify such action, may receive
and act upon any such claim asserted,at any time prior to final payment
unler this contract. Failure to agree to any adjustment shall be a
dispute concerning a question of fact within the meaning of the clause
of this contract entitled "Disputes." However, nothing in this clause
shall excuse the Contractor from preceeding with the contract as
chr,nre4v
3, LI:I2A"IUN OF COST (ASPR 7-203.3 AFPI 7-403.3)
(a) It is estirated that the total cost to the Government,
e- eusive of any fixed fee, for the performance of this contract will
r , exceed the estimated cost set forth in the Schedule, and the
Ccatractor agrees to use its best efforts to perform the work specified
ia the Schedule and all obligations under this contract within such
estimated cost. If at any time the Contractor has reason to believe
thCc, the costs which it expects to incur in the performance of this
ce _tract,. in the next eucceeding thirty (30) days, when added to all
costs previously ineurred, will exceed eighty-five percent (85%) of the
estimated cost then set forth in the Schedule, or if at any time, the
Contractor has reason to believe that the total cost to the Government,
exelusfve of any fixed fee, for the performance of this contract will
be substantially greater or less than the then estimated cost thereof, the
Contractor shall notify the Contracting Officer in writing to that
effect, giving its revised estimate of such total cost for the
performance of this contract.
(b) The Government shall not be obligated to reimburse the
Contractor for costs incurred in excess of the estimated cost set
forth in the Schedule and the Contractor shall not be obligated to
continue performance under the contract or to incur costs in excess of
the estimated cost set forth in the Schedule, unless and until the
Contracting Officer shall have notified the Contractor in writing that
such estimated cost has been increased and shall have specified in such
notice a revised estimated cost which shall thereupon constitute the
eetImeted cost of performance of this contract. When and to the
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extent that the estimated cost set forth in the Schedule has been
feereased, any cost incurred by the Contraetor in excess of such
estimated cost prior to the increase in estiMated cost shall be
allowable to the same extent as if such costs had been incurred
after such increase in estimated co#.
ALLOWABLE COST, FIXED FEE, AND PAYieENT (AsrR 7-203.4 AFFI 7-403.4)
(a) For the performance of this contract, the Government shall
par to the Contractor the cost thereof determined by the Contracting
02: jeer to be allowable in accordance with Part 2 of Section XV of
the Armed Services Procurement Regulation as in effect on the date
of this contract and the Schedule (hereinafter referred to as 'Allow-
able Cest11), plus such fixed fee, if any, as may be provided for in
tLi Schedule.
CO Once each month (or at more frequent intervals, if approved
IT the Contracting Officer) the Contractor may submit to an authorized
representative of the Contracting Officer, in such form and reasonable
detail as such representative may require, an invoice or public voucher
stpported by a statement of cost incurred by the Contractor in the
performance of this contract and claimed to constitute Allowable Cost.
Each statement of cost shall be certified by an officer or other
responsible official of the Contractor authorized by it to certify
such statement.
(c) As promptly as may be practicable after receipt of each
invoice or voucher and statement of cost, the Government shall, except
as hereinafter provided and subject to the provisions of paragraph (d)
bY_Iow, make payment thereon as approved by the Contracting Officer.
Llier payment of eighty-five percent (85%) of the fixed fee set forth
in the Schedule, as from time to time amended, further payment on
account of the fixed fee shall be withheld until a reserve of either
(i) fifteen percent (15%) of the total fixed fee or (ii)
whichever amount is less, shall have been set aside, such reserve or
the balance thereof to be retained until the execution and delivery
of a release by the Contractor as provided in paragraph (e) hereof.
(d) At any time or tiros-sprier to final payment under this contract
the Contracting Officer may cause to be made such audit of the invoices
or vouchers and statements of cost as shall be deemed necessary. Each
payment theretofore made shall be subject to reduction to the extent of
erne- uts included in the related invoice or voucher and statement of cost
wh4.;11 are found by the Contracting Officer on the basis of such audit not
to constitute Allowable Cost, and shall also be subject to reduction for
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overrayment or to increase for underpayments on preceding invoices
or vouchers. On receipt of the voucher or,invoice designated by the
Contractor as the "completion voucher" qr "completion invoice" and
statement of cost, which shall be submitted by the Contractor as
promp'ay as may be practicable following completion of the work under
this contract but in no event later than one (1) year (or such longer
period as the Contracting Officer may, in his discretion, approve in
writing) from the date of such completion, and following compliance
by the Contractor with all provisions of this contract (including,
without limitation, provisions relating to patents and the provisions
of paragraphs (e) and (f) of this clause), the Government shall as
promptly as may be practicable pay any balance of Allowable Cost,
(e) The Contractor and each assignee under an ass-i,-;nment
entered into under this contract -land in effect at thth_tira of.fin,11
payment under this contract shall execute and deliver at the time of
and as a condition precedent to final payment under this contract, a
mime release discharging the Government, its officers, agents and employoes
of and from all liabilities, obligations and claims arising out of or
under this contract, subject only to the following exceptions:
(1) Specified claims in stated amounts or in estimated
amounts where the amounts are not susceptible of
exact statement by the Contractor,
(2) Claims, together with reasonable expenses inciden?
tal thereto, based upon the liabilities of the
Contractor to third parties arising out of the per?
formance of the contract, which are not known to the
Contractor on the date of the execution of the
release, and of which the Contractor gives notice
in writing to the GontraCting Officer not more than
six (6) years after the date of the release or the
date of any notice to the Contractor that the
Government is prepared to make final payment, which?
ever is earlier.
(3)
Claims for reimbursement of costs (other than
expenses of the Contractor by reason of its indem?
nification of the Government against patent liabil?
ity), including reasonable expenses incidental
thereto, incurred by the Contractor ,under the
provisions of the contract relating to patents.,
(f) The Contractor agrees that any refunds, rebates or credits
(including any interest thereon) accruing to or received by the
(CIT.71ipr. 18, T58)
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CLntractor or any assignee which arise out oe the performance of this
contret and on account o.7 which the Contractor has received reimburse-
rent shall be paid by the Contractor to the Government. The Contractor
Prd each assignee under an assignment entered into under this contract
J in effect at the time of final payment under this contract shall
,ecute and deliver at the time of and as a condition precedent to
inal payment under this contract, ,an assignment to the Government of
refunds, rebates or credits (including any interest thereon) arising out
of the performance of this contract, in form and substance satisfactory
to the Contracting Officer. Reasonable expenses incurred by the
Contractor for the purpose of securing any such refunds, rebates or
credits shall constitute Allowable Cost when approved by the Contraeting
Officer.
(g) Any cost incurred by the Contractor under the terms f this
contract which would constitute Allewable Cost under the provisions of
this clause shall be included in deterafsnf'nr, the amount pE,able under
this contract, notwithstanding any provisiers contained in the epecifi-
cation, or other documents incorporated in this contract by reference,
'esignating services to be performed or materials tG be furnished by
the Contractor at Its expense or without cost to the Government.
(h) Payment of the fixed fee shall be made to the Contractor as
provided in the Schedule subject, however, to the withholding provisions
of paragraph (c) h-reof.
5. INSPECTION AND CORRECTION OF DEFECTS (AFPI 7-403.5)
(a) All work under this contract shall be subject to inspection
nod test by the Government, to the extent practicable at all reasonable
tines and places including the period of performance, and in any event
prior to final. acceptance. The Contractor shall provide and maintain
an inspection system acceptable to the Government covering the work
elreunder. The Government, through any authorized representative, may
inspect the plant or plants of the Contractor or of any of its subcon-
tractors engaged in the perfdrmence of this contract. If any inspection
or test is made by the Government on the premise of the Contractor or a
subcontractor, the Contractor shall provide and shall rsquire subcon-
tractors to provide all reasonable facilities and assistance for the
safety and convenience of the Government inspectors in the performers:se
of their duties. All inspections and tests by the Government shall be
performed in such a manner as will not unduly delay the work. Final
inspection and acceptance by the Government shall be made as premptly as
practicable after delivery. The time and place of delivery, final
inspection, and acceptance shall be as set forth in the Schedule,
(b) The Contractor warrants that the services rendered in the
performance of this contract will conform to the requirements of this
contract and to hfgh professional standards in the field and that any
article delivered to the Government under this contract will conform
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to the requirements of this contract and will not be defective in material
or workmanship.
(e) At any time during performance of this contract, but not later
than six (6) months (or such other period as nay be provided in the
schedule) after final acceptance, the Government may require the Contractor
to remedy by correction or replacement as directed by the Contracting
Office), any failure by the Contractor to comply with its obligations under
paragraph (b) hereof. Except as otherwise provided in paragraph (d) here?
of, the cost of any such replacement or correction shall be included in
"Allowable Cost" determined as provided in the clause of this contract
entitled "Allowable Cost, Fixed Fee and Payment," but no additional fee
shall be payable with respect thereto. Corrected artieles shell not be
tendered aa in for acceptance unless the former tenuer and the require?
ment of correction is disclosed. If the Contractor fails to proceed with
reasonable promptness to perform such replacement or correction, the
Government (i) nay by contract or otherwise perform such replacement or
correction and charge to the Contractor any increased cost occasioned
the Government, thereby, or may reduce any fixed foo payable under this
contract (or require repayment of any fixed fee theretofore paid) in such
amount as may be equitable under the circumstances; or (ii) in the case
of artieles not delivered, nay require the delivry of such articles and
shall have the right to reduce any fixed foe payable under this contract
cor to equire repayment of any fixed foe theretofore paid) in such
amount as may be equitable under the circumstances; or (iii) may terminate
this contract for default as provided in the clause of this contract
entitl,e "Termination." Failure to agree on the amount of any such
increae-d cost to be charged to the Contractor or to such reduction in,
or repayment of, the fixed foe shall be a dispute concerning a question
of fact within the moaning of the clause of this contract entitled
"Disputes".
(d) Notwithstanding the provisions of paragr-.ph (c) hereof, the
Government may at any tine reqiwire the contractor to remedy by correction
or replacement, without cost to the Government, any failure by the
Contractor to comply with its obligations under paragraph (b) hereof,
if such failure is due to fraud, lack of good faith, or willful mis?
conduct on the part of any of the contractor's directors or officers, or
on the part of any of its managers, superintendents, or other equivalent
representatives, who has supervision or direction of (i) all or
substantially all of the Contractor's business; or (ii) all or substan?
tially all of the Contractor's operations at any one plant or separate
location in which this contract is being performed; or (iii) a separate
and complete major industrial operation in connection with the perform
?
Ince on this contract. Fraud, lack of good faith, or willful misconduct
on the part of any of such supervisdry personnel shall be deemed to
Include the selection of individual employees or the retention of employees
after any of such supervisory personnel has reason to believe that such
mployees are habitually careless or otherwise unqualified.
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(e) Corrected articles tendered aS replacement shall be subject to
the provisions of this clause in the same ranter ahd to the same extent
as supplies originally delivered under this contract.
The Contractor shall make its records of all inspection work
e to the Government during the performance of this contract and
for longer periods as may be specified in this contract.
(g) Except as provided in this clause and as may be provided in the
?chedule, the Contractor shall have no obligation or liability to correct
or replLce supplies or lots of supplies which at the time of delivery are
defective in materials or workmanship or otherwise not in conformity with
the requirements of this contract.
ASSIGNMENT 07 CLAIMS (ASPR 7-103.8 AFPI 7,-403.6)
(a) Pursuant to the provisions of the Assignment of Claims Act of
i940 as amended (31 U.S. Code 203, 41 U.S. Code 15) if this contract
Twforovides for payments aggregating 'r,11000 or more, claims for monies due
Jr to bocone duo the Contractor from the Government undas this contract,
may be assigned to a bank, trust company, or other financing institution,
J.ncluding any Federal Lending agency, and may thereafter be further
assigned and reassigned to any such institution. Any such assignment or
-,'eassignment shall cover s,1.1 amounts payable under this contract and not
already paid, and shall not be made to more than one party, except that
any such assignment or roussignment may be made to one party as agent or
rrustee for two or more parties participating in such financing. Not-
ithstancting any provision of this contract, payments to an assignee of
my monics due or to become due under this contract shall not, to the
?,xtent p-f:ovided in said Act as amended, be subject to reduction or sot-off.
(b) In no event shall copies of this contract or of any plans,
_7pecificatiuns, or other similar documents relating to work under thig
:entract) if marked "Top Secret", "Secret", or "Confidential", be
'urnishod to any assignee of any claim arising under this contract or
o any other person not entitled to receive the sane; provided, That
copy of any part or all of this contract so marked may be furnished,
s any information contained therein may be disclosed, to such assignee
pen the prior written authorization of the Contracting Officer.
WORDS (ASPR 7-203.7 AFPI 7-403.7)
(a)(1) The Contractor agrees to maintain books, records documents
rid other evidence pertaining to the costs and expenses of this contract
hereinafter collectively called the "records") to the extent and in such
o-tail as will properly reflect all net costs, direct and indirect of
abor, materials, equipment, supplies and services, and other costs
3FFF Apr. 18, 158)
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and expendos of whatever nature for Which reimburSenent is claimed under
the provisions of this contract. The Contractorts accounting procedures
and practices shall be subject to the approval of the Contracting Officer;
provided, however, that no material change will be required to be made
in the Contractorrs accounting procedures and practiceS if they conform
to generally accepted accounting practides and if the costs properly
applicable to this contract are readily ascertainable therefrom.
(2) The Contractor agrees to make available at the office of the
Contractor at al) reasonable times during the period sot forth in sub-
paragraph (4) below any of the records for inspection, audit or repro-
duction by an authorized representative ef the Contracting Officers
W In the event the Contracting Officer or any of his duly authorized
representatives determines that his audit of the amounts reimbursed under
this contract as transportation charges will be made at a place other
than the office of the Contractor, the Contractor agrees to deliver, with
the r?imburs,ent voucher covering such charges or as nay be otherwise
speciCied wi,hin two years after reimbursement of charges covered by any
such voucher, to such representative as may be designated for that
purpm-e through the Contracting Officer such documentary evidence in
support of transportation costs as may be required by the Contracting
Officer or any of his duly authorized representatives.
(4) Except for (-,ocumentary evidence delivered to the Government
pursuant to subparagraph (3) above, the Contractor shell preserve and
make available its records for a period of six years (unless a longer
perieC of time is providcd by applicable statute) from the date of the
voucher or invoice submitted by the Contractor after the completion of
the work under the contract and designated by the Contractor as the
"completion voucher" or 'completion invoice" or, in the event this con-
tract has been completely terminated, from the date of the termination
settlement agreement; provided, however, the records which relate to
(A) appeals under the clause of this contract entitled "Disputes",
Nor% (B) litigation or the settlement of claims arising out of the performance
of this contract, or (C) costs or expenses of the contract as to
which exception has been taken by the Contracting Officer or any of his
duly authorized representatives, shall be retained by the Contractor
until such appeals, litigation, claims, or exceptions have been disposed
of, but in no event for less than the six-year period mentioned above.
(5) Except for documentary evidence delivered pursuant to sub-
paragra-oh (3) above, and the records described in the proviso of sub-
paragraph (4) above, the Contractor may in fulfillment of its
obligation to retain its records as required by this clause substitute
photographs, nicrophotographs or other authentic reproductions of such
records, after the expiration of two years following the last day of
the m( nth c t rci7aburs'onont to the Contractor of the invoice or voucher
^
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),
to which such records relate, 'Unless a shorter period is authorized by
the Contracting Officer with the conairrenC0 of the Comptroller of the
Contracting Government Agency or his authorized reprdsentatives.
(6) The provisions of thisparagraph (a), including this sub-
paragraph (6), shall be applicable to and included in each subcontract
hereunder which is on a cost, cost-pus-fixed-fee, time-and-material
or labor-hour basis.
(b) The Contractor further agrees to include in each of his sub-
coltracts hereunder, other than those set forth in subparagraph (a)
(6, ?thove, a provision to the effect that the subcontractor agrees that
th, Contracting Officer or any of his duly authorized representatives,
shell, until the expiration of three years after final payment under
the subeontract, have access to and the right to exaleine any directly
pertinent books, documents, papers, and records of such suThontractor
involving transactions related to the subcontract. The term "sub-
contract," as used in this paragraph (b) only exclte'leo (i) purchase
oreers not exceeding F2,000 and (ii) subcontracts or purchase orders
for public utility services at rates established for uniform applic-
ability to the general public.
8. SUBCONTRACTS (ASPR 7-203.8 AFPI 7-403.8)
(a) The Contractor shall give advance notification to the Con-
tracting Officer of proposed subcontract hereunder which (i) is
on a cost or cost-plus-a-fixed-fee basis, or (ii) is on a fixed-price
bats exceeding ie dollar amount either 25,000 or five percent (5%)
of the total estimated cost of this contract.
(b) The Contractor shall not, without the prior written consent
of the Contracting Officer, place any subcontract which (i) is on a
cost or cost-plus-a-fixed-fee basis, or (ii) is on a fixed-price basis
exceeding in dollar arount either ',25,000 or five percent (5%) of the
total estimated cost of this contract, or (iii) provides for the
fabrication, purchase, rental, installation or other acquisition, of
any item of industrial facilities, or of special tooling having a value
in excess of .1,0000 or (iv) is on a time-and-naterial or labor-hour
basis, or (v) involves research and development work. The Contracting
Officer may, in his discretion, ratify in writing any such subcontract;
such action shall constitute the consent of the Contracting Officer as
required by this paragraph (b).
(c) The Contractor agrees that no subcontract placed under this
contract shall provide for payment on a cost-plus-a-percentage-of-cost
basis.
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(d) The Contracting Officer may, in his disCretien, specifically
approve in writing any of tho provisions of a subcontract. However,
such approval or the consent of the Contracting Officer obtained as
required by this clause shall not be conStrued to constitute a deter-
mination of the allowability of any cost under this contract, unless
such approval specifically provides that it constitutes a determination
of the allowability of such cost.
(e) The Contractor shall give the Contracting Officer immediate
notice in writing of any action or suit filed, and prompt notice of
any claim nude against the Contractor by any subcontractor or vendor
which, in the opinion of the Contractor, nay result in litigation,
related in any way to this contract with respect to which the Con-
tractor nay be entitled to reimbursement from the Govern,ent.
(f) (AFPI 7-203.8) The Contracting Officer nay approve all
or part of the ConLracterts purchasing system and from time to time
rescind or reinstate such approval. Such approval shall be deemed
to fulfil tho requirements for obtaining thc? Contracting Officorts
consent to subcontracts as prescribed in paragraph (b) above.
UTILIZATION OF snALL BusirHss CONCERNS (ASPR 7-104.14 AFFI 7-403.9)
(a) It is the policy of the Government as declared by the
Congress to bring about the greatest utilization of small business
concerns which is consi-tent with efficient production.
(i) The Contractor agrees to accomplish tho maximum amount of
subcor,racting to small business concerns that the Contractor finds
to bo consistent with the efficient performancQ of this contract.
TEErilMTION (ASPR 8-702 AFPI 7-403.10)
(a) The perfernance of work under tho contract may be terminated
by the Government in accordance with this clause in whole, or from time
to tine in part, (1) whenever the Contractor shall default in performance
of this contract in accordance with its terns (including in tho tern
"default" any such failure by the Contractor to make progress in the
prosecution of the work hereunder as endangers such performance), and
shall fail to cure such default within a. period of tun days (or such
longer periods as the Contracting Officer uay allow) after roceipt from
the Contracting Officer of a notice specifying the default, or (2) when-
ev r for any reason the Contracting Officer shall determine that such
termination is in the best interest of the Goverment. Any such
termination shall be effected by delivery to the Contractor of a
Notice of Termination specifying whether termination is for the default
of the Contractor or for the convenience of the Government, the extent
to which performance of work under the contract is terminated, and the
date upon which such termination becomes effective. If after notice of
termination of this contract for default under (1) above, it is
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determined that the Contractorse failure to perform or to make progress
in performance is due to causes beyond the control and without the
fault or negligence of the Contractor pursuant to the provisions of the
clause of this contract relating to excusable delays, the Notice of
Termination shall be deemed to have been issued under (2) above, and the
rights and obligations of the parties hereto shall in such event be
governed accordingly.
(b) After receipt of a Notice of Termination and except as other-
wise directed by the Contracting Officer, the Contractor shall (1) stop
work under the contract on the date and to the extent specified in the
Notice ef Te,rnination;j2) place no further ordere or sul,00ntractS for
materitls, services, or facilitlea-exoe.pt as may be necessary for com?
pletion of sueh portion of the work under the contract as is not
terminated; (3) terminate all orders and subcontracts to the extent that
they relate to the performance of work terminated by the Notice of
Termination; (4) assign to the Government, in the manner and to the
extent directed by the Contracting Officer, all of the right, title,
and interest of the Contractor under the orders or subcontracts so
terminatedlin which case the Government shall have the right, in its
discretion, to settle or pay any or all claims arising out of the
termination of such orders and subcontracts; (5) with the approval or
ratification of the Contracting Officer, to the extent he may require,
which approval or ratification shall be final and conclusive for all
purposes of this c:ause, settle all outstanding liabilities and all
claims arising out of such termination of orders and subcontracts the
cost of which would be reimbursable, in whole or in part, in accord-
ance with the provisions of this contract; (6) transfer title (to the
extent that title has not already been transferred) and, in the manner,
to the extent, and at the times directed by the Contracting Officer,
deliver to the Government (i) the fabricated or unfabricated parts, work
in process, completed work, supplies, and other material produced as a
part of, _or..arfluirod in _respect of the performance of, the work terminated
by the Notice of Termination, (ii) the dompleted" or paftially completed
plahs;?Idrawings, information, and other property which, if the contract
had been completed, would be required to be furnished to the Government,
and (iii) the jigs, dies, and fixtures, and other .8pacia1 to and?-toolir
acquired or manufactured for the performance of this contract for the
cost of which the Contractor has been or will be reimbursed under
this contract; (7) use its best efforts to sell in the manner, at the
times, to the extent, and at the price or prices directed or authorized
by the Contracting Officorm any property of the types referred to in
provision (6) of this paragraph, provided, however, that the Contractor
(i) shall not be required to extend credit to any purchaser, and (ii)
may acquire any such property under the conditions prescribed by and
at a price or prices approved by the Contracting Officer; and provided
further that the proceeds of any such transfer or disposition shall be
applied in reduction of any payments to be made by the Government to the
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price or cost of the work covered by this contract or paid in such other
manner as the Contracting Officer may direct; (8) complete performance
of such part of the work as shall not have been terminated by the Notice
of Termination; and (9) take such action as may be necessary, or as the
Contracting Officer may direct, for the protection and preservation of
the property related to this contract which is in the possession of the
Contractor and in which the Government has or may acquire an interest.
The Contractor shall proceed immediately with the performance of the
above obligations notwithstanding any delay in determining or adjusting
the amount of the fixed-fee, or any item or reimbursable cost under this
clause. At any time after expiration of the plant clearance period, as
defined in Section VIII, Armed SerVices Procurement Regulation, as it
may be amended from time to time, the Contractor may submit to the
Contracting Officer a list, certified as to quantity and quality, of any
or all items of termination inventory not previously disposed of,
exclusive of items the disposition of which has been directed or author-
ized by the Contracting Officer, and may request the Government to remove
such items or enter into a storage agreement covering them. Not later than
fifteen (15) days thereafter, the Government will accept title to such
items and remove them or enter into a storage agreement covering the
same, provided that the list submitted shall be slibject to verification
by the Contracting Officer upon removal of the items, or if the items
are stored, within forty-five (45) days from the date of submission of
the list, and any necessary adjustment to correct the list as submitted
shall be made prior to final settlement.
(c) After receipt of a Notice of Termination, the Contractor shall
submit to the Contracting Officer fts termination claim in the form and
with the certification prescribed by the Contracting Officer. Such
claim shall lve submitted promptly but in no event later than two years
from the effective date of termination, unless one or more extensions in
writing are granted by the Contracting Officer upon request of the
Contractor made in writing within such two-year period or authorized
extension thereof. However, if the Contracting Officer determines that
the facts justify such action, he may receive and act upon any such
termination claim at any time after such two-year period or any extension
thereof. Upon failure of the Contractor to submit its termination claim
within the time allowed, the Contracting Officer may determine, on the
basis of information available to him, the amount, if any, due to the
Contractor by reason of the termination and shall thereupon pay to the
Contractor the amount so determined.
(d) Subject to the provisions of paragraph (c), the Contractor
and the Contracting Officer may agree upon the whole or any part of the
amount or amounts to be paid (including an allowance for the fixed-fee)
to the Contractor by reason of the total or partial termination of work
pursuant to this clause. The contract shall be amended accordingly,
and the Contractor shall be paid the agreed amount.
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(e) In the event of the failure of the Contractor and the
Contracting Officer to agree in whole or in part, as provided in
pc lsraph (d) aliove, as to the amounts with respect to costs and
or as to the amount of the fixed-fee, to be paid to the
C etracor in connection with the termination of work pursuant to this
c?"-dee, the Contracting Officer shall determine, on the basis of
I.emation available to him, the ameunt, if any, due to the
U: tractor by reason of the termination and shall pay to the
C tractor the amount determined as follows:
(1) If the settlement includes cost and fixed-fee
(i) There shall be included therein all costs and
expenses reimbursable in accordance uith this contract, not previoeely
paid to the Contractor fo:' the performance of this contract prier to the
effective date of the Notice of Termination, and such of these costs as
may continue for a reasonable time thereafter with the s..p:rova1 of or
directed by the Contracting Officer, provided. h-,.-?.ver, that
Ccatrautol- shall proceed as rapidly as practicae-e to discunt!, .
such costs.
(ii) There shall be included therein so far as nr -
included under (i) above, the cost of settling and paying claee ariseg
out of the terminatien of work under subcontracts or orders, E- pro-_,ed
in paragraph (b)(5) above, which are properly charEfea tie to Lie tanated
portion of the contract.
(iii) There shall be included therein the reasonable costs
of settlement, including accounting, legal, clerical, and other expenses
reasonably necessary for the preptratien of settlement claims and
eleol-orting data with respect to the terminated portion of the contract
an, for the termination and settlement of subcontracts thereunder,
tezether with reasonable storage, transportation, and other costs incurred
in connection with the protection or disposition of termination inventory;
provided, however, that if the termination is for default of the
Cont-actor there shall not be included any amounts for the preparation
of :,he Contractorts settlement proposal.
(iv) There shall be included therein a portion of the
fixed-fee payable under the contract determined as fellows:
(A) In the event of the termination of this
contract for the convenience of the Government and not for the defe'ilt
of the Contractor, there shall be paid a percentage of the fee equ!eialent
to the percentage of the completion of work contemplated by the contract,
less fixed-fee payments preyiously made hereunder.
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(B) In the event of the termination of this
contract for the default of the Contractor, the total fixed-fee parable
shall be such proportionate part of the fee (or, if this contract
calls for articles of different types, of such part of the fee a: is
reasonably allocable to the type of articles under consideration) as ths
4-ta1 number of articles delivered to and accepted by the Government
+..) the total nurber of articles of a like kind called fo- by this
co-t act.
If the amount determined under this paragraph is
lees than the total payment of fixed4ee theretofore made to the
Contractor, the Contractor shall repay to the Government the eecess
amount.
(2) If the settlement includes only the fixed-fee, the
amount thereof will be determined in accordance with subpare:raph (e)
(1)(iv) above.
(f) The Contractor shall have the right of appeal, under the
clause of this contract entitled "Disputes," from any determinat!on
male by the Contracting Officer under paragraphs (c) or (e) above, except
that if the Contractor has failed to submit its claim within the time
provided in paragrap (c) above and has failed to request extension of
sueh time, he shall have no such right of appeal. In any case where
the Contracting Offi2er has made a determination of the amount due
ureJr paragraph (c) or (e) above, the Government shall pay to the
Cc tractor the following: (i) if there is no right of appeal hereunder
at if no timely appeal has been taken, the amount so determined by the
Contracting Officer, or (ii) if an appeal has been taken, the amount
finally determined on such appeal.
(g) In arriving at the amount due the Contractor under this
clause there shall be deducted (1) all unliquidated advance or other
unliquidated payments theretofererade to the Contractor, (2) any
71 4.r1 which the Government may have against the Contractor in
connection with this contract, and (3) the agreed price for, or the
proceeds of sale of, any materials, supplies, or other things acquired
by the Contracto-e or sold pursuanj., to the provisions of this clause
and not otherwise recovered by or credited to the Government.
(h) In the event of a partial termination, the portion of the
fixed-fee which is payable with respect to the work under the contfnued
portion of the contract shall be equitably adjusted by agreement between
the Contractor and the Contracting Officer, and such adjustment shall be
evidenced by an amendment to this contract.
(i) The Government may from time to time, under such terms and
conditions as it may prescribe, make partial payments and jayments
on account against costs incurred by the Contractor in connection with
the terminated portion of the contract whenever in the opinion of the
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Contracting Officer the aggregate of such paynents shall be within the
amount to which the Contractor will be entitled hereunder. If the total
of such payments is in excess of the amount finally determined to be due
under this clause, such excess shall be payable by the Contractor to the
GovernAent upon demand, together with interest computed at the rate of
6% per annun, for the period from the date such excess payment is received
by the Contractor to the date on which such excess is repaid to the Govern-
ment; provided, however, that no interest shall be charged with respect to
-eay c:.cess payment attributable to a reduction in .he Contractorls
claim ey reason of retention or other disposition of termination inventory
until ton days after the date of such retention or disposition.
(,;) The provisions of this clause relating to the fixed-fee shall
be inapplicable if this contract does not provide for payment of a fixed-
fee.
(k) Unless otherwise provided for in this contract, or by applicable
statute, the Contractor from the effective date of termination and for
a peried of six years after final settlement under this contract, sh-,11
preserve and make available to the Government at all reasonable times at
the office .of the Contractor, but without direct charge to the Govern-
ment, all its books, records, documents, and other evidence bearing on
the cost and expenses of the Contractor under this contract and relating
to the work terminated hereunder, or, to the extent approved by the
Contracting Officer, photographs, microphotographs, or other authentic
reproductions thereof.
EXCUS1 .E DELAYS (ASPR 7-203.11 AFPI 7-303.10)
The Contractor shall not be in default by reason of any failrre
in pc-efornance of this contract in accordance with its terms (including
any failure by the Contractor to make progress in the prosecution of the
work hereunder which endangers such performance) if such failure arises out
of causes beyond the control and without the fault or negligence of the
Contractor. Such causes include, but are not rcstricted to: acts of God
or of the public enemy; acts of the Government; fires; floods, epidemics;
quarantine restrictions; strikes; freight embargoes, unusually severe
weather; and failure of subcontractors to perform or make progress due to
such Causes, unless the Contracting Officer shall have determined that the
supplies or services to be furnished under the subcontract were obtainable
from other sources and shall have ordered the Contractor in writing to
procure such services or supplies from such other sources, and the Contractor
shall have failed reasonably to comply with such order. Upon request of the
Contractor, the Contracting Officer shall ascertain the facts and extent
of such failure and, if he shall determine that such failure was occasioned
by any one or more of the said causes, the delivery schedule shall be
revised accerdingly, subject to the rights of the Government under the
clause hereof entitled "TerninAlon".
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(b) If the Contractor becomes unable to complete the contract work
and make delivery at the tine specified in the Schedule because of technical
difficulties, notwithstanding the exercise of good faith and diligent
efforts in the performance of the work called for hereunder, it may give
the C'entructing Officer written notice of the anticipated default with
reasons therofor. Such notice and reasons shall be delivered not loss
than forty-five (45) days before tho completion date specified in the
Schedilli or within such tine as the Contracting Officer dcons sufficient.
If sue notice is duly given, then to the extent the interest of the
Govern ont makes an extension desirable the Contracting Officer nay, in
his diEcretion, extend the period of tine specified in the Schedule for
such period as he dooms advisable, and this contract shall then be modified
in writing accordingly.
DISPUT13 (ASPR 7-103.12 AFPI 7-403.12)
(a) Except as otherwise provided in this contract, any dispute
concerning a question of fact arising under this contract which is not
low' disposed of by agreement shall bo decided by the Contracting Officer, who
shall reduce his decision to writing and nail or otherwise furnish a
copy thereof to the Contractor. The decision of the Contracting Officer
shall be final and conclusive unless, within 30 days from the date of
receipt of such copy, the Contractor nails or otherwise furnishes to the
.;entJ ?_,i1g Officer a wrten appeal addressed to the Secretary. The
decision of the Secretary or his duly authorized representative for the
doter-min .tion of such appeals shall be final and conclusive unless
determined by a court of competent jurisdiction to have boon fraudulent,
or capricious, or arbitrary, or se greqsly erroneous as necosarily to
imply b,,d faith, or not supported by substantial evidence. In connection
with any appeal proceeding under this clause, the Contractor shall be
afforded an opportunity to be heard and to offer evidence in support of
its appeal. Pending final decision of a dispute hereunder, the Contractor
shall proceed diligently with the performance of the contract and in
accordance with the Contracting Officer's decision.
Nur (b) This "Disputes" clause does not preclude consideration of law
questions in connection with decisions provided for in paragraph (a)
ibove: Provided, That nothing in this contract shall be construed as
making final the decision of any administrative official, representative, or
board on u question of law.
yoncE APD ASSISTANCE REGARDING PATENT INFRINGM,ENT (ASIR 9-104 AFPI 7-404013)
Thu provisions of this clause shall be applicable only if the amount
of this contract is in excess of 5?000.
(a) The Contractor shall report to the Contracting Officer, promptly
Ind in reasonable written detail, each notice or claim of patent infringe-
lent based on the performance of this contract of which the Contractor
Sas knowledge.
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(b) In the event of litigation against the Government on account of
any cl_im of patent infringement arising out of the performance of this
contr ut or out of the use of any supplies furnished or work or services
performed hereunder, the Contractor shall furnish to the Government, upon
request, all evidence and information in possession of the Contractor
pertaining to such litigation. Such evidence and inforuation shall bo
furnished at the expense of the Govern-dont except in those cases in which
the Contractor has agreed to indemnify the Government against tho claim
being asserted.
BUY AMRICAN ACT (ASBR 7-1034,14 AFPI 7-403.14)
(a) in acquiring end products, the Buy Am rican Act (41 U.S. Code
10a-d) provides that the Government give profcronco to domestic source
end products. For the purpose of this clause:
(i) "components" means those articles, materials, and supplies,
which aro directly incorporated in the end products;
(ii) "end products" moans those articles, materials, and supplies,
which are to be acquired under this contract for public use; and
(iii) a "domestic source end product" means an unmanufacturod
end product which has been mined or produced in the Unitod States and (B)
an end product manufactured in the United States if the cost of the
components thereof which are mined produced, or manufactured in the United
State:., exceeds 50 percent of the cost of all its components. For the
purposes of the (a)(iii)(B), components of foreign origin of the same type
or kind as the products referred to in (b)(ii) or (iii) of this clause
shall bo treated as components mined, produced, or manufactured in the
United L)tates.
(b) The Contractor agrees that there will be delivered under this
contract only domestic source end products, except end products:
(1) which are for use outside the United States;
(ii) which the Governliont do tLminos are not mined, produced, or
manufactured in the United States in sufficiont and reasonably available
commercial quantities and of a satisfactory quality;
(iii) as to which the Secretary determines the domestic preference
to be inconsistent with the public interest; or
(iv) as to which the Secretary detemines the cost to the Govern-
ment to be unreasonable.
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COVICT LABOR (ASPR 12-203 AFPI 7-403,1.)
In connection with the performance of work under this contract,
the Ccntractor agrees not to enplcy any person undergoing sentence of
imprisonment at hard labor.
EIGHT-HOUR LAW OF 1912 (ASPR 12-303.1 AFI 7-403.16)
"-js contract, to the extent that it is of a character specified in
the L.ht-Hour Law of 1912 as amended (40 U.S. Code 324-326) and is not
covered by the Walsh-Healey Public Contracts Act (41 U.S. Code 35-45)) is
subject to the following provisions and exceptions of said Eight-Hour
Law of 1912, as amended, and to all other provisions and exceptions of
said Law:
No laborer or mechanic doing any part of the work contemplated by
this contract, in the employ of the Contractor or any subcontractor
NW contracting for any part of the said work contemplated, shall be required
or permitted to work more than eight hours in any one calendar day upon
such work, except upon the condition that compensation is paid to such
laborer or mechanic in accordance with the provisions of this clause.
The wages of every laborer and mechanic employed by the Contractor or
any subcontractor engaged in the performance of this contract shall be
compued en a basic day rate of eight hours per day; and work in excess
Of eight hours per day is permitted only upon the condition that every
such laborer and mechanic shall be compensated for all hours worked in
excess of eight hours per day at not less than one and one-half times the
basic rate of pay. For each tiolation of the requirements of this clause
a penalty of five dollars shall be imposed for each laborer or mechanic for
every calendar day in which such employee is required or permitted to
labor more than eight hours upon said work without receiving compensation
computed in accordance with this clause, and all penalties thus imposod
shall be withheld for the use and benefit of the Governr.ont.
NONDISCRIUNATION IN EmPLOYuENT (ASPR 12-802 AFPI 7-403.17)
(a) In connection with the performance of work unler this contract,
the Contra tor agrees not to discriminate against any employee or applicant
for employment because of race, religion, color, or national origin. The
aforesaid provision shall include, but not be limited to" the following:
employment" upgrading, demotion/or transfer; recruitment or recruitment
advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship. The
Contractor agrees to post hereafter in conspicuous places, available for
employees and applicants for employment, notices to be provided by the
Contracting Officer setting forth the provisions of the nondiscrimination
clause.
(b) The Contractor further agrees to insert the foregoing provision
in all subcontracts hereunder, except subcontracts for standard commercial
supplies or raw materials.
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- OFFICIALS 10T TO BENNEFIT (As PR 7-103.19 AFPI 7403.18)
No monber of or delegate to Congress, or resident commissioner,
shall be admitted to any share or part of this Contract, or to any
benefit that may arise therefrom; but this provision shall not bo
construed to extend to this contract if made With a corporation for
its general benefit.
COVENAT]T AGAINST CONTINGENT FEES (ASPR 74103,20 AFPI 7-403.19)
The Contractor warrants that no person or selling agency has
boen employed or retained to solicit or secure this contract upon
an agreement or understanding for a commission, percentage broker-
age, or contingent foe, excepting bona fide employees or bona fide
establ-shed commercial or selling agencies maintained by the Contractor
for the purpose of securing business. For breach or violation of this
warranty the Government shall have the right to annul this contract
Now without liability or in its discretion to deduct from the contract
price or consideration, or otherwise recover, the full amount of such
amaiP-Aon, percentage, brAcrage or contingent foe.
PATENT RIGHTS (ASPR 9-107 AFPI 7-403,20)
(a) As used in this clause, the following terms shall have the
forth below:
(i) The term "Subject Invention" moans any invention,
improvrnont or discovery (whether or not patentable) conceived or first
a-;tually reduced to practice either (A) in the performance of the
experimental, developmental, or research work called for or required
under this contract: or (B) in the performance of any experimental,
developmental, or research work relating to the subject matter of
this contract which was done upon an understanding in writing that a
contract would be awarded; provided that the term "Subject Invention"
Nwl shall not include any invention which is specifically identified and
listed in the Schedule for the purpose of excluding it from the
license granted by this clause.
(ii) The tern "Technical Personnel" means any person employed
by or working under contract with the Contractor (other than a sub-
contractor whose responsibilities with respect to rights accruing to
the Gov,rnment in inventions arising under subcontracts set forth in
pararl hs (g), (h), and (i) below) who, by reason of the nature of
his d- ties in connection with the performance of this contract, would
reas ,ably be expected to make inventions.
(iii) Tho terms "subcontract" and "subcontractor" mean any
subcontract or subcontractor of the Contractor, and any lower-tier
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subcc.-ArIct or subcontractor under this contract,
(b)(1) The Contractor agrees to and does hereby grant to the
Goveru cnt an irrevocable, nonexclusivo? nontransferable, and royalty?
free '.cense to practice, and cause to be practiced by or for the United
StateJ Government throughout the world, each Subject Invention in the
manufacture, use and disposition according to law, of any article or
material, and in the 1120 of any method, No license granted heroin
shall convey any right to the Government to manufacture, have manufactured,
or use any Subject Invention for the purpose of providing services or
supplies to the g-neral public in competition with the Contractor or
the Contractor's commercial licensees in the licensed fields.
(2) With respect to:
(i) any Subject Invention made by other than Technical
Personnel;
(ii) any Subject Invention conceived prior to, but first
actually reduced to practice in the course of, any of the experimontal,
developmental, or research work specified in (a) (i) above; and
(iii) the practice of any Subject Invention in foreign
countries; the obligation of the Contractor to grant a license as
provided in (b)(1) above; to convey title as provided in (d)(ii)(B)
or (d)(iv) below, and to convey foreign rights as provided in (c)
below; shall be limited to the extent of the Contractor's right to
grant the same without incurring any obligation to pay royalties or
other compensation to others solely on account of said grant.
Nothing contained in this Patent Lights clause shall be doomed to
grant any license under any invention other than a Subject Invention.
(c) The Contractor shall furnish to the Contracting Officer the
following information and reports concerning Subject invention which
reasonably appears to be patentable:
(A) a written disclosure promptly after conception or first
actual reduction to practice of oach such Invention together with a
written st-tonont specifying whether or not a United States patent
application claiming the Invention has been or will be filed by or
on behalf of the Contractor;
(id) interim reports, at least every twelve months,
commencing with the date of this contract, each listing all such
Invomti: as conceived or first actually reduced to practice more than
throe months prior to the date of the report, and not listed on a
prior interim report, or cortifying that there are no such unreported
Inventions; and
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(iii) prior to final settlement of this contract, a final
report listing all such Inventions including all those previously
listed in interim reports.
(d) In connection with each Subject Invention referred to in
()(i) above, the Contractor shall do the following:
(i) if the Contractor specifies that a United States patent
ar lication claiming such Invention will be filed, the Contractor shall
or cause to be filed such application in due form and time; however,
i the Contractor, after having specified that such an application
w uld be filed, decides not to file Or cause to be filed said application?
-Lae Contractor shall so notify the Contracting Officer at the earliest
practicable date and in any event not later than eight months after
first publication, public use or sale.
(ii) if the Contractor specifies that a United States
patent application claiming such Invention has not been filed and will
%NV not be filed (or having specified that such an application will be
filed thereafter notifies the Contracting Officer to the contrary),
the Contracting Officer shall:
Ci0 inform the Contracting Officer in writing at the
earliest practicable date of any publication of such Invention made by
or known to the Contractor or, where applicable, of any contemplated
publication by the "Jontractor, stating the date and identity of such
publication or contemplated publication; and
(B) convey to the Government the Contractor's entire
title, and inArest in such Invention by deliverying to the
Contracting Officer upon written request such duly executed instruments
(prepared by the Government) of assignment and application, and such
other papers as are deemed necessary to vest in the Government the
Contractor's right, title and interest aforesaid, and the right to
apply for and prosecute patent applications covering such Invention
throughout the world, subject, however, to the right of the Contractor
specified in (e) below to file foreign applications, and subject
further to the reservation of a non-exclusive and royalty-free
license to the Contractor (and to its existing and future associated
and affiliated companies, if any, within the corj orate structure of
wl'Ich the Contractor is a part) which license shall be assignable to
the successor of that part of the Contractor's business to which such
Invention pertains;
(iii) the Contractor shall furnish promptly to the
Contracting Officer on request an irrevocable power of attorney to
inspect and make copies of each United States patent application
filed by or on behalf of the Contractor covering any such
Invention;
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(iv) In the event the Contractor, or those other than the
Government deriving rights from the Contractor, elects not to continue
prosecution of any such United States patent application filed by or
on behalf of the Contractor, the Contractor shall so notify the
Contracting Officer not less than sixty days before the expiration of
the response period and, upon written request, deliver to the Contracting
Officer such duly executed instruments (prepared by the Government) as
are deemed necessary to vest in the Government the Contractor's entire
right, title, and interest in such Invention and theepplication? subject
to the reservation as specified in (d)(ii) above; and
(v) the Contractor shall deliver to the Contracting Officer
duly executed instruments fully confirmatory of any license rights
herein agreed to be granted to the Government.
(e) The Contractor, or those other than the Government deriving
rights from the Contractor, shall have the exclusive rights to file
applications on Subject Inventions in each foreign country within:
(i) nine months from the date a corresponding United States
application is filed;
(ii) six months from the date permission is granted to file
foreign application where such filing had been prohibited for security
reasons; or
(iii) such longer period as may be approved by the Contracting
Officer. The Contractor shall, upon written request of the Contracting
Officer, convey to the Government the Contractor's entire right, title,
an interest in each Subject Invention in each foreign country in which
an application has not been filed within the time above specified,
subject to the reservation of a non-exclusive and royalty-free license
to the Contractor together with the right of the Contractor to grant
sublicenses, which license and right shall be assignable to the
successor of that part of the Contractor's business to which the Subject
Invention pertains.
(f) If the Contractor fails to deliver to the Contracting Officer
the interim reports required by (c)(ii) above, or fails to furnish the
written disclosures for all Subject Inventions required by (c)(i) above
shown to be due in accordance with any interim report delivered under
(c)(ii) or otherwise known to be unreported, there shall be withheld
from payment until the Contractor shall have corrected such failures
either ten percent (10%) of the amount of this contract, as from time
to time amended, or five thousand dollars (52000), whichever is less.
kfter payment of eighty percent (80%) of the amount of this contract,
as from time to time amended, payment shall be withheld until a reserve
of either ten percent (10%) of such amount, or five thousand dollars
(65,000)0 whichever is less, shall have been set aside, such reserve
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Apr, lo, )
Approved For Relapse 2000/08/26 : CIA-RDP64-0040R000800030094-8
or balance thereof to be retained until the Contr?cter shall have
furnished to the Contracting Officer:
(i) the final report required by (c)(iii) above;
(ii) written disclosures for all Subject Inventions required
by (c)(i) above which arc shown to be due in accordance with interim
reports delivered under (c) (?j) above or in accordance with such final
reports or are otherwise known to be unreported; and
(iii) the information as to any subcontractor required by (h)
below The naximura amount which may be withheld under this paragraph
(f) shall not exceed ten percent (10%) of the amount of this contract or
five thousand dollars (5,000), whichever is loss, and no amount shall
be withhold under this paragraph (f) when the amount specified by -b.:is
paragraph (f) is being withhold under other provisions of this contract,
The withholding of any amount or subsequent payment thereof to the
%me Contractor shall not be construed as a waiver of any rights accruing to
the Government under this contract. This paragraph (f) shall not be
construed as requiring the Contractor to withhold any amounts from a
subcontractor to enforce compliance with patent provisions of a subcontract,
(g) The Contractor shall exert all reasonable effort in negotiating
for the inclusion of this Patent bights clause in any subcontract here?
under of three thousand dollars (' 3,000) or more having exp rinental,
develoiental or research work as one of its purposes. In the event of
refusL4.1 by a subcontractor to accept the Patent bights clause, the
Contractor shall not proceed with the subcontract without written
authorization of the Contracting Officer, and upon obtaining such
authorization, shall cooperate with the Government in the negotiation
with such subcontractor of an ac eptablo patent rights clause; provided,
however, that the Contractor shall in any event require the subcontractor
to grant to the Government patent rights under Subject Inventions of no
loss scope and on no less favorable terms than those which the Contractor
has under such subcontracts, except that in no event shall the subcontractor
be required to grant to the Government patent rights in excess of those
herein agreed to be granted to the Government by the Contractor.
(b) The Contractor shall, at the earliest practicable date, notify
the Contracting Officer in writing of any subcontract containing a
patent rights clause., furnish the Contracting Officer a copy of such
clause, and notify the Contracting Officer when such subcontract is
completed, It is understood that with respect to such subcontract
clause, the Government is a third party beneficiary, and the Contractor
hereby assigns to the Government all the rights that the Contractor would
have to enforce the subcentractorts obligations for the benefit of the
Govornment with respect to Subject Inventions, The Contractor shall not
be oblizJtori to enforce the agreements of any
?23?
(CP1oF Apr. 18, 158)
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No,
Approved For ReWipe 2000/08/26 : CIA-RDP64-0040R000800030094-8
subcontractor hereunder relating to Subject Inventions.
(i) When the Contractor shows that it has been delayed in
the performance of this contract by reason of its inability to obtain
in accordance with (g) above a suitable patent rights clause from a
qualified subcontractor for any item, or service required under this
contract for which the Contractor "itself does not have available
facilities or qualified personnel, the Contractor's delivery dates
shall be extended for a period of time equal to the duration of such
delay; and, upon request of the Contractor, the Contracting Officer
shall determine to what extent, if any, an additional extension of
the deli,ery dates and an increase in contract prices based upon
additional cost incurred by such delay are proper under the
circumstances; and the contract shall be modified aceordinzly. If
the Contractor, after exerting all reasonable effort, is enable to
obtain a qualified subcontractor as set forth above, the Contractor
ma: submit to the Contracting Officer a written recasst for waiver or
m_lification of the requirement that a suitable paten:'; rights clause
la included in the subcontract,
Such request. shall specifically state that the Contractor has
used all reasonable effort to obtain such qualified subcontractor, and
shall cite the waiver or termination provision hereinafter set forth.
If, within thirty-five (35) days after the date of receipt of such
request for a waiver or modification of said requirement, the Contracting
Officer shall fail to deny in writing such request, the requirement
shall be deemed to have been waived by the Government. If within such
period the Contractor shall receive a written denial of such request by
the Contracting Officer, this contract shall thereupon automatically
teleainate and the rights and obligations of the parties shall be govern-
ed by the provisions of the clause of this contract providing for
termination for the convenience of the Government.
21. GOVERMENT PROPERTY (SPR 13-503 AFPI 7-403.21)
(a) The Government shall deliver to the Contractor, for use in
connection with and under the terms of this contract, the property
described in the Schedule or specifications, together with such related
data and information as the Contractor may request and as may reasonably
be required for the intended use of such property (hereinafter referred
to as "Government-furnished Property"). The delivery or performance
dates for the supplies or services to be furnished by the Contractor
under this contract are based upon, the expectation that Government-
furnished Property suitable for use will be delivered to the Contractor
at the times stated in the Schedule or, if not so stated, in sufficient
tile to enable the Contractor to meet such delivery or performance
dates. In the event that Government-furnished Property is not
delivered to the Contractor by such time or times, the Contracting
Officer shall, upon timely written request made by the Contractor,
make a determination of the delay occassioned the Contractor and shall
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equitably adjust tho estinated cost, fixed fee, or delivery or performance
dates, or all of them, and any other contractual provisions affected
by such delay, in accordance with the procedures provided for in the
clause of this contract entitled "Changes." In the event that Govern-
lient-rnished Property is received by the Contractor in a condition
not suitable for the intended use, the Contractor shall, upon receipt
thereof notify the Contracting Officer of such fact and, as directed
by the Contracting Officer, either (i) return such property at the
Govern 'entfs expense or otherwise dispose of the propJrty or (ii)
effect repairs or nodificetions. Upon coupletion of (i) or (ii) above,
the Ccntracting Officer upon written request of the Contractor shall
equitably adjust the estimated cost, fixed fee, or delivery or performance
dates, or all of them, arrl any other contractual provision affected
by the return or disposition, or the repair or modification, in accord-
ance with the procedures provided for in tho clause of this contract
entitled "Changes." The foregoing provisions for adjustment are exclusive
and the Gevernment sha31 not be liable to suit for broach of contract
by reason of any delay in delivery of Government-furnished Property
or delivery of such property in a condition not suitable for its
intended use,
(b) Title to all property furnished by the Government shall remain
in the Govexnuont. Tit:1,, to all property purchased by tho Contractor,
for the cost of which th3 Contractor is entitled to be reimbursed as a
direct iteu of cost under this contract, shall pass to and vest in the
Governnont upon delivery of such property by the vendor. Title to
other property, the cost of which is reimbursable to tho Contractor
under this contract, shall pass to and v st in the Government upon (i)
issuance for use of such property in the performance of this contract,
or (ii) co-Inencencnt of processing or use of such property in the
performance of this contract, or (iii) reimbursement of the cost thereof
by the Government, whichever first occurs. All Government-furnished
Property, togthor with all property acquired by the Contractor title
to which vests in the Government under this paragraph, are subject
Nore to the provisjens of this clause and are hereinafter co3lectively
referre: to as "Government Property."
(c) Title to the Government Property shall not be affected by the
incorporation or attacheont thereof to any property not owned by the
Government, nor shall such Government Property, or any part thereof, be
or becor.e a fixture or lose its identity as personalty by reason of
affixation to any realty, Tho Contractor shall maintain adequate
prop rtj control records of the Government Property and shall identify
the Government Property as such in accordance with the requirements
of the rrilanral for Control of Gevernment Property in Possession of
Contractors" (Appendix B, Armed Services Procurement Regulation), as
in effect on tho date, of the contract, which Manual is hereby incor-
porated'Dy reference and made u part of this contract.
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(d) The anvernment Property provided .or fumished. pursuant 4-Iti
the terms of this contract shall, Unless otherwise .:,revidnd herein,
he used only for the performance of this contract.
(e) The Contractor shall naintain ahd ad.minister, in accordance
with sound industrial practice, a program for the maintenance, repair,
protection and preservation of aovarnmant proloerty, so as to asSure
its full avallabilfity and usefulness for the performance of this
contract. The Contractor shall take all reasonable steps to comply
with all appropriate directions nr instructions which the Contracting
Officer may prescribe as reasonably necessary for the protection of
Go-vernment property.
. (f) (i) The Contractor shall not be liable for any loss 2f or
damage to the Government prperty, or for expenses incidental to
such loss or damage, except that the Contractor shall be responsible
far any such less or damage (including ?expenses incidental thereto)
Ise (it.) which results from willful misconduct or lack of good faith on the
part of any of the Contractor is directors or officers, or on the part
of any of its managers, superintendents, or other equivalent represen?
tatives, who have supervsirn or direction of (1) all or substantially
all of the CentractorTs business, or (II) all or sulostantially all
of the Contractorls operations at any one plant or separate location
in which this contract is being performed, or (III) a separate and
comg.fete major industrial operation in cRnnection with the pe,rfornmce
of this contract; or (d) which results from a failure ,on the part of
the Oontractor, due to the willful misconduct or lack of good faith
CL tiJO p,...rt of any of its directors, officers, or other representatives
mentioned in subparagraph. (A) above, (I) to maintain and administer,
in aoordance with sound industrial practice, the program for maintenance,.
reflr, protection and preservation of Government property as required
oy paragraph (e) hereof, or (II) to take all reasonable steps to comply
with any appropriate written directions of the Contractin,; Officer
under paragraph (e) hereof; or (C) fcr which the Contractor is
sae otherwise responsible under the express terms of the clause or
cla-Jses designated in. the Schedule; or (t) which results from a risk
expressly required to be insured unier tis contract, but nrly to
the extent of the i7sarance so required to 11.;e: procured and maintained,
or to the extant of insurance actually procured and maintained, which?
ever is greater; or (E) which results from a risk which is in fact
cowereq by insornoe or for which the Contract ,-)s otherwise reurse,
but only to the extent of such insurance or reim,bursement; provided that,
if more than one of the above exceptions shall be apT_Jicale jr:. any
case, the Contractorls liaLility under any one exception shall Lot be
JiTited by any other excepticn4 This clause shall net be construed
as reliEving a subcontractor from liability for loss or destruction of
or da.e to Government property in its possession or control, except
to the (-....47,014t sa,,,o.ontract, with the prior aooroval of the
OontroA-..irg (-Mcor, -rilA1)0,)ntractor
(cApprory,SF,or5Release 2000/08/26 : CIA-RDP64-00360R000800030094-8
Approved For Relose 2000/08/26 : CIA-RDP64-004?,OR000800030094-8
from such liability. In the absence of such approval, the subcontract
shall contein appropriate provisions requiring the return of all Govern-
ment property in as good condition ao when received, except for reasonable
wc-r and tear or for the utilization of the property in accordance
w=_,h, the provisions of the prime contract.
(ii) The Contractor shall not be reimbursed for, and shall
net include as an item of overhead, the cost of insurance, or any
plevision for a reserve, covering the risk of loss of or damage to
tL Government property, except to the extent that the Government may
hE e required the Contractor to carry such insunance under any other
provision of this contract.
(iii) Upon the happening of loss or destruction of or
darage to the Government Property, the Contractor shall notify the
Contracting Officer therof, and shall communicate with the Loss and
Salvage Organization, if any, now or hereafter designated by the
Centracting Officer, and with the assistance of the Loss and Salvage
Organization so designated (unless the Contracting 0^ficer has designated
that no such organization be employed), shall take ell reasonable steps
to protect the Governaent Property from further damage, separate the
damaged and undamaged Government Property, put all the Government
Property in the best possible order, and furnish to the Contracting
Ofticer a statement of (A) the lost, destroyed and damaged Govern-
ment Property, (D) the time and origin of the loss, destruction or
denage, (C) all known interests in commingled property of which the
Government Property is a part, and (D) the insurance, if any, covering
any part of or intercat in such commingled property. The Contractor
shall make repairs and renovations of the damaged Government Property
or take such other action, as the Contracting Officer directs.
(iv) In the event the Contractor is indemnified, reimbursed,
or otherwise compensated for any loss or destruction of or damage to
the Government Property, it shall use the proceeds to repair, renovate
or replace the Government Property involved, or shall credit such
proceeds against the cost of the work covered by the contract, or shall
otherwise reimburse the Government, as directed by the Contracting
Officer. The Contractor shall do nothing to prejudice the Government's
rielt to recover against third parties for any such loss, destruction
or damage and, upon the request of the Contracting Officer, shall, at
the Government's expense, furnish to the Government all reasonable
Lssistance and cooperation (including the prosecution of suit and the
execution of instruments of assignment in favor of the Government) in
obtaining recovery. In addition, where the subcontractor has not been
relieved from liability for any loss or destruction of or damage to
Government property, the Contractor shall enforce the liability of the
subcontractor for such loss or destruction of or damage to the
Government property for the benefit of the Governmenta
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For use whore applicable:
(v) In the event any aircraft aro to bo furnished under this
contnoct? any loss or destruction of, or damage to, such aircraft or other
Govorntent property occurring in connection with operations of said air?
craft will be governed by the clause of this Contract captioned "Flight
Risks", to the extent such clause is, by its terms., applicable.
(g) Tho Government shall at all reasonable tines have access to the
promises whore any of the Government property is located.
(h) Tho Govornuent Property shall remain in the possossion of the
Contractor for such period of tine as is roquired for the performance of
this contract unless the Contracting Officer determines that tho interests
of tho Government require removal of such property. In such case the
Contractor shall promptly take such action as tho Contracting Officer may
direct with respect to the renoval and shipping of Government Property.
In any such instanco, the contract may be amondod to accomplish an equitable
4ftir .
adjust-lent in tho terms and provisions thereof.
(i) Upon the completion of this contract, or at such earlier dates as
nay be fixod by the Contracting Officer, the Contractor shall submit to the
Contracting Officer in a form acceptable to him, inventory schodulos covering
all items of the Governmont Property not consumcd in the performance of
this contract or not theretofore delivered to the Government, and shall
deliver or make such other disposal of such Government property as nay be
directed or authorized by tho Contracting Officer, The not proceeds of any
such disposal shall be credited to the cost of the work covered by the
contract or shall be paid in such manner as the Contracting Officer nay
direct. The foregoing provisions shall apply to scrap from Government
Property nmvided, however, that the Contracting Officer nay authorize or
diroct 1.Lo Contractor to alit from such inventory schedules any scrap
consisting of cutting and processing waste, such as chips, cuttings, borings,
turnings, short ends, circles, trimmings, clippings, ani rounants, and
Newto dispose of such scrap in accordance with the Contractorfs normal practice
and account thorefor as a part of general overhead or other reimbursable
lost in accor2,ance with the Contractor's establtshod accounting procedures.
(j) Unless otherwise provided heroin, the Government shall not be under
any duty or obligation to restore or rehabilitate, or to pay the cost of the
restoration or rehabilitation of the Contractor's plant ,r any portion thereof
ihich is affected by the removal of any Government Property.
(k) Directions of the Contracting Officer and communications of the
ontractoo issued pursuant to this clause shall be in writing.
(1) As provided in paragraph (i) of the above clause, the Contracting
ifficor may, subject to Departmental procedures, authorize or approve use
f the Contractor's established scrap disposal and accounting procedures
henover the amount and recoverable value of scrap from the Government
roporty are relatively minor and the Contractor 16 established procedures for
cculuulating and disposing of scrap and croditing tho procoods thereof to
:moral overhead or other general, cost will permit tho Government to share
quitably in sucarscr4Q
; faAkinglRYPAV;VIW?A'rsomen un
ePrtChlo contract,
mom e,700030094-8
ost
CPFF Apr. 18, '58) ? 28 ?
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MI"JUTAJ,CELIAIILIT'2. TO THIRD FTTEONS (aSPF, 7"203.22 I.FFI 7-403.22)
(a) The Contractor shall procure and thereafter maintain workmen's
compensation, employer's liability, coprehenSive general liability (bodily
injury) and comprehensive automobile 14bility (bedily injury and
property damage) insurance, with respeet.to. performance under this
contract, and such other insurance as the Contracting Officer may
from time to time require with respect to performance under this
contract; provided, that the Contractor in fulf17-Iment of its
chligatien te procure workmen's compensation insurance nay, with
the approval of the Contracting Officer and pursuant to statutory
authority, maintain a self-insurance program. all insurance required
pursuant to the provisions of this pargraph shall be in such form,
in such amounts, and for such periods qf time as the Contracting
Officer may from time to tine require Or approve, and rith insurers
approved by the Contracting Officer.
(b) TheOcntractor agrees, to the extent and in the manner
revired by the Contracting Officer, to submit for the approval of
the Contracting Officer any other insurance maintained by the Oontracelsor
in connection with the performance of this contract and for which the
Contractor seeks reimbursement hereunder.
(c) The Contractor shall be reimbursed: (i) for the portion
allocable to this contract of the reasonable az)st of -insurance as
reqnired or approved pursuant to the provisions of this clause, and
(ii) for liabilities to third persons for loss or for damage to
Pr?P-2ty (other than property (A) owned, occupied or used by the
Contractor or rented to the Contractor or (E) in the care, custody,
or rn).:atrol of the Contractor), or for death or bodily injury, not
copensated by insurance or otherwise, arising out of the performance
of this contract, whether or not caused by. the negligence of the
Contractor, its agens, servants or employees, provided such
liabilities are represented by final judgments or by settlements
No, appr.:ved in writing by the Government, and expenses incidental to
such liabilities, except liabilities (I) for which the Contractor
is otherwise respensible under the express terms of the clause or
alanses, if any, specified in the Schedule, or (II) with respect
to which the Contractor has failed to insure as required or maintain
insurance as aproved by the Contracting Officer or (III) which results
from wlilfulnisconduct or lack of good faith on the part of any of -
the Contraotorls directors or officers, or on the part of any of its
managers, superintendents, or other equivalent representatives, who
has supervision or direction of (1) a31 or substantiall all of the
Contractor's business, or (2) all or substantially all of the Con-
tractor's operations at any one plant or separate location in w'ich
tills contract is being performedl or (3) a separate and complete
major industrial operation in connection with the performance of
this contract. The foregoing shall not restrict the right of the
Contractor to be reiApursed for the cost of insurance maintained by
the Contractor in connection with the porfo,rLIance of this contract,
other thoort -.111-26;s2c1-, re.' t< .k)e.014r1.1j,Od for. approval or required
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(Girl!' Apr. 18, 158)
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to be procurflA and procured and maintained ptrOUant to the provisions
.of this clause, provided such cost woUld ceOtitute Allowable Cots
under the clauSe of this contract entitled "AlloWable Cost, Fixed Fee
and Payment."
(-) The Contractor shall give the Government or its representatives
inned4z.te notice of any suit or action filed or prompt notice of any
claim Aade, against the Contractor arising out of the performance of this
contract, the cost and expense of which may be r41nbursable to the
Ccntractor under the provisions of this contract, and the risk of which is
then uninsured or in which the anount clained exceeds the amount of
coverage. The Contractor shall furnish immediately to the Government
copies of all pertinent papers received py the Contractor. If the amount
of the liability claimed exceeds the amount of coverage, the Contractor
shall authorize representatives of the Government to collaborate with
counsel for the insurance- carrier, if any, in settling or defending
such claim. If the liability is not insured or covered by bond, the
Contractor shall, if required by the Government, authorize representatives
vqw, of the Government to settle or defend any such claim and to reprosont
the Contractor in or take charge of any litigation in connection therewith;
provided, however, that the Contractor nay, at its own expense, be
associated with the representatives of the Government in the settle-
ment or defense of any such claim or litigation.
AUTHORIZATION AND CONSENT (ASPR 9-102.2 AFPI 7-03,23)
The Government hereby gives its authorization and consent for all
use and manufacture of any patented invention in the performance of this
contract or any part hereof or any amendment hereto or any subcontract
hereunder (including any lower-tier subcontract).
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FILING OF PATENT APPLICATIONS (ASPR 9,-106 AFPI 7-404.3)
(a) Before filing or causing to be filed a patett application
disclosing any subject matter of this contract, which subject matter is
classified "Secret" or higher, the Contractor shall, citing tho
thirty (30) day provision below, transmit the proposed application
to the Contracting Officer for determination whether, for reasons of
national security, such application should be placed under an order
of secrecy or sealed in accordance with the provisions of 35 U. S.
Cede or the issuance of o patent should be otherwise delayed
under _Jurtinont statutes or regulations; and tho Contractor shall
observe any instructions of the Contracting Officer with respect to
the manner of delivery of the patent app14cation to the U. S. Patent
Office for filing, but the Contractor shall not be denied the right
to file such patent application. If tho Contracting Officer shall
net have given any such instructions within thirty (30) days from
the date of nailing or other transmittal of the proposed applic-tion,
the Contractor may file the plication
(1) The Contractor shall furnish to tho Contracting Officer,
at the tie of or prior to the ti o when the Contractor files or
causoc to to filed a patent application disclosing any subject matter
of this contract, which subject natter is classified "Confidential",
a copy of such application for determination whether,
for reasons of national security, such application should be placed
under an order of secrecy or the issuance of a patent should be
e,hen.Ise delayed under pertinent statutes or regulaticn.
(0) In filing any patent application coning within the scope of
this el-use, the Contractor shall observe all applicable security
regulations cov)ring tho transmission of classified subject matter.
REPOZEING OF ROYALTIES (ASPR 9-110 AFPI 7-404.4)
Tho provisions of this clause shall he applicable oaly if the
amount of tho contract is in excess of 50,000.
(a) The Contractor shall report in writing (in quadruplicate)
to the Contracting Officer as soon as practicable after execution of
this contract whether or not any royalties in excess of 250 have
been paid or aro to be paid by the Contractor directly to any person
or firm in connection with the p,rfornance of this cuntract. If
royalties in excess of ',,250 have been paid or are to be paid to any
person or firm, the report shall include the following items of
information with respect to such royalties (including tho initial 250).
(1) Tho nano and address of each licensor to whom royalties
in excess of '250 have been paid or are to be paid,
(CPFF- )r.
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(2) Tho patent nurlbers, patent application serial nunbers
(with filing dates), or other identification of the basis for such
royalties,
(3) The manner of computing the royalties consisting of (i)
a brief identification of each royalty-bearing unit or process, (ii)
the total amount of royalties, and (iii) the p?rcentago rate or dollars
and cents amount of royalties on each such unit or process, provided
that if the royalties cannot be computed in terns of units or dollars
and cents value, then other data showing the manner in which the
Contractor computes the royalties,
(b) In lieu of furnishing a report under paragraph (a), the
Contractor nay furnish a single, consolidated report for each account-
ing period of the Contractor during which the Contractor has contracts
with tho Government, provided the Contractor has requosted and obtained
the prior written approval of the Contracting Officer. Such consolidated
reportc shall be furnished, when the furnishing thereof has been
N., approved, in the number of copies as approved, as soon as practicable
after the close of the accounting period covered by the report. Such
consolidated report shall be nude in accordance with Contractoris
established accounting practice and shall include, for the accounting
period, thc total amount of royalties accruing to each licensor at a
rate in excess of)00 per annum on the Cnntractorts over-all business,
together with (i) the nalie and address of each such licensor, (ii) the
patent numbers, patent api)]ic.tion serial numbers (with filing dates),
or other identification of the basis for such royalties, (iii) a brief
description of the subject natter of the license under which royalties
are chare:ed, (iv) the peroontago rate or unit amount, or if the
royalties do not accrue by rate or unit amount, such other data showing
the harmer by which the royalties accrue to licensor, and (v) an
estimate or approximation (without detailed accounting) of the portion
of such royalties that may bo attributable to Government contracts
The Contractor shall, if requested by the Governuent, furnish at Govern-
ment expense a more detailcd allocation of such royalty payments
1.0.01-attributable to Government contracts.
(c) In the evont that the Contractor requests written approval
to furnish consolidatod reports under paragraph (b) above, the
Gontracting Officer shall promptly c'nsider the request and furnish
to the Contractor a letter stating whether or not the request is
a-Trovod and, notwithstanding any such approval, the Contracting
Officer shall have the right to question any such subsocptently
furnished report as to accuracy or completeness of data and to ask
for additional information. The Contractor shall furnish a copy
of such letter of approval to the Contracting Officer administering
this contract.
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(d) After payment of eighty percent (80%) of tho aneunt of this
contract, as from tine to time aziended, further payment shall be withhold
otil a reserve of either (i) ten percent (.10%) of such amount or (ii)
5,000, which ever is less, shall have been set aside, such reserve or
the balance thereof to be retained until the Contractor shall have
furnishol to the Contracting Officer the report called for by paragraph
(a) hereof or the copy of the letter approving the Contractor's request
to fux-,ish the report ander paragraph (b); provided that no amount shall
c,ntinuo to be withheld from payment for the causes specified in this
naragr-ph (d) if the Contracting Officer shall find that the Contractor
has not boon furnished a letter as required by paragraph (c) within a
reasonable time after making written request to submit a single,
consolidated report under tho provisions of paragraph (b) of this clause;
and provided further that the Contracting Officer may, in his discretion,
order payment to be withhold in the amount and manner above provided if
the report called for by paragraph (a) is unsatisfactory or the report
called for 177 paragraph (b) is Jae but has not boon received, or if
received, is found to be unsatisfactory. No amount shall be withheld
Nur' under this paragraph when the minimum amount specified by this
paragro)h is being withhell under ether pr,visions of this contract.
The withholding of any amount or subsequent payment thereof to the
Contractor shall not be construed as a waiver of any right accruing to
the Government under this contract.
RIGHTS IN DATA-UNLINTTED (SPR 9-203.1 AFPI 7-404,5)
(a) The term "Subject Data as used heroin includes writings,
sound recordings, pictorial reproducti-ns, drawings or other graphical
representations, and works of any similar nature (whether or not
copyrighted) which are specified to to delivered under this contract,
rhe torm does not include financial reports, cost analysos and other
information Ancidontal to contract administration,
(b) Subject to the proviso of (c) belcw? the Government may
luplicate, uses and disclose in any manner and for any purpose
liwyghatsoever, and have others so do, all Subject Data delivered under
this contract.
(c) The Contractor agrees to and does hereby grant to the
"Tovernment, and to its officers, agents, and employees acting within
the scope of their official duties, a royalty-free, nonexcelusive and
trrevocable license throughout the world, to publish, translate,
-eproduce, delivcr, prrform, dispose of and to authorize others so
o do, all Subject Data now or hereafter covered by copyright; DROVIDED
that with respect to such Subject Data not originated in tho performance
)f this contract, but which is incorporated in the work furnished under
:his contract such license shall be only to the extent that the
lentracter, its employees, or any individual or concern specifically
Imployea or assigned by the Contractor to originate and prepare such Data
alder this contract, now has, or prior to completion or final settlement
,f this o ntract nay acquire the right to grant such license without
'ecoming liable to pay compensation to others solely because of such
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(d) Tho Contractor shall exert all reaspnallo effort tc advise
the Contractinc Officer at the time of delivery of the Subject Data
furnished under this contract, of all invasion s of the right of
privacy contained therein and of allfortionS of such Data copied from
work not composed or produced in the performance of this contract and
not licensed under this clause.
(o) The Contractor shall report to the Contracting Officer,
promptly and in roasenable written detail, each notice or claim of
copyriht infringoment received by the Contractor with respect to all
Subject Data delivered under this contragt.
(f) Nothing contained in this clause shan imply a license to
the Government under any patent or be construed as affecting the scope
of any license or other right otherwise granted to the Government under
any patent.
(g) The Contractor shall net affix any restrictive i]arkincs upon
Nue any Subject Data, and if such markings are affixed, the Government shall
have tl-e right at any time to modify, remove, obliterate or ignore any
such Larkinc,
MILIMHY SECURITY REQUIREMENTS (ASPR 7-104.12, 7-204.12 AFP1 7-404.7)
(a) The pr-visions of this clause shall apply to the extent that
this contract in-waves access to security information classified
"Ccnfiential" including ''Confidential - - Modified Handling Authorized"
or hi_her.
The Government shall notify the Contractor of the security
classilcation of this contract and the elements thereof, and of any
subsequent revisions in such security classification, by the use of a
Security Requirements Check List (DD Form 254).
(c) To the extent the Government has indicated as of the date of
this contract, or thereafter indicated, security classification under
this contract as provided in paragraph (b) above, the Contractor shall
safeguard all classified elements of this contract and shall provide and
maintain a system of security controls within its own organization in
accordance with the requirements of:
(i) the Security Agreement (DD Form 441), including the
Department of Defense Industrial Security Manual for Safeguarding
Classified Information as in effect on the date of this contract, and
modification to the Security Agreement for the purpose of adapting the
Manual to the C)ntractorts business; and
(ii) any ,-,menJ]lents to said Manual made after the date of
this cuiltrct, nttice of which has been furnished to the Contractor by
the Security Office of the Uilitary Department having security cognizance
over the facility.
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(d) Representatives of the Military Dep:rtment having security
cognizance over the facility and representatives of the contracting
Deprtuent shall have the right to inspect at reasonable
intervals the procedures, methods, and facilities utilized by the
Contractor in complying with the security requirements under this
contract, Sh-uld the Government, through its authorized representative,
determine that the Contractor has net c Lplied with such requirements,
the Gvernment shall inform the Contractor in writing of the proper
acti:re to be taken in order to effect compliance with such requirements,
(e) If, subsequent to the date of the cntract? the security
classifications or security requirements under this contract are
changed by the Government as provided in this clause, and if such
change causes an increase or decrease in the estiel-ted cost of
performance of this contract, the estimated cost and fixed fee,
shall, to the extent appropriate, be subject to an equitable adjustment,
Any such equitable adjustment shall be accomplished in the manner set
forth in the "Changes" clause of this contract.
(f) The Contractor agrees to insert, in all subc-ntnxts hereunder
which involve access to classified information, provisions which shall
conform substantially to the language of this clause, including this
paragraph (f) but excluding paragraph (e) of this clause. The
Contractor may insert in any such subccntract, and any such subcontract
entered into thorcunder I]ay contain, 111 lieu of paragraph (0) of this
clause, provisions which per-at equitable adjustments to be uade in the
subcontract price or in the estimated cost and fixed fee of tho
subcontract (as appropriate to the type of subc ntract involved) on
account of changes An security classificeti-ns or requirements made under
the provisions of this clause subsequent to the date of the subcontract
involved,
(g) The Contractor also agrees that it shall determine that any
subcontractor proposed by it for the furnishing of supplies and services
which will involve access to classified information in the C(ntractorls
custody has been vraLiLed an approprinte facility security clearence? which
is still in effect, prior to being accorded access to such classified
informatirn,
WALSH-HEALEY PUBLIC CONTRCTS ACT (SPR 12-604 AFPI 7-464,8)
If this contract is for the manufacture or furnishing of materials,
supplies, articles or equipment in an amount which exceeds or may
exceed ,10,060 and is otherwise subject to the Walsh-Healey Public
Contracts Act, as amended (41 U.S. Code 35-45), there aro hereby
incorporated by reference all representations and stipulations required
by said Act and regulati ns issued thereunder by the Secretary of Later,
such representations and stipuletiens being subject to all applicable,
rulings and interpret-Li )ns of the Secretary of Laicr which are new
or may hereofter be in effect,
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GRATUITIES (ASPR 7-104.16 AFPI 7-404.9)
(a) The Government may, by written notice to the Contractor,
terminate the right of the Contractor to proceed under this contract
if it is found, after notice and hearing, by the Secretary or his
duly authorized representative, that gratUities (in the form of
entertainment, gifts, or otherwise) were offered or given by tho
Contractor, or any agent or representative of the Contractor, to
ay officer or employee of the Government with a view toward
securing a contract or securing favorable treatment with respect
to the awarding or amending, or the making of any determinations
with respect to the performing, of such contract; provided, that
the existence of the facts upon which the Secretary or his duly
authorized representative makes such findings shall be in issue
and may be reviewed in any competent court.
(b) In the event this contract is terminated as provided in
paragraph (a) hereof, the Government shall be entitled (i) to pursue
the same remedies against the Contractor as it could pursue in the
event of a breach of the contract by the Contractor, and (ii) as a
penalty in addition to any other damages to which it may be entitled
by law, to exemplary damages in an amount (as determined by the
Secretary or his duly authorized representative) which shall be not
less than three nor more than ten tithes the costs incurred by the
Contractor in nroviding any such gratuities to any such officer or
epployee.
(c) The rights and remedies of the Government provided in
this clause shall no be exclusive and are in addition to any
other rights and remedies provided by law or under this contract.
30. NEGOTIATED OVERHEaD RATE (ASPR 3-704.1 AFPI 7-404.12)
(a) Notwithstanding the provisions of the clause of this
contract entitled "Allowable Cost, Fixed Fee, and Payment," the
allowable indirect costs under this contract shall be obtained by
applying negotiated overhead rates to bases agreed upon by the parties,
as specified below.
Cu) The Contractor, as soon as possible but not later than
ninety (90) days after the expiration of each period specified in
the Schedule, shall submit to the Contracting Officer a proposed
final overhead rate or rates for that p q?iod based on the Contractor's
actual cost experience during that period, together with supporting
cost data. Negotiation of final overhead rates by the Contractor
and the Contracting Officer shall be undertaken as promptly as
practicable after receipt of the Contractor's proposal.
(c) Allowability of costs and acceptability of cost
allocation methods shall be determined in accordance with ASPR,
Section XVI Part 2, as in effect on the date of this contract.
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(d) The results of each negotiation shall be set forth in an
amendment to this contract, which shall speCify (i) the agreed
final rates, (ii) the bases to which the rates apply, (iii) the
periods for which the rates apply, a4d (iv) the specific items
treated as direct costa or any changes in the items previously
agreed to be direct costs.
(e) Pending establishment of final overhead rates for any
period, the Contractor shall be reimbursed either at negotiated
provisional rates as provided in the Schedule or at billing rates
acceptable to the Schedule or at billing rates acceptable to the
Contracting Officer subject to appropriate adjustment when the
final rates for that period are established. To prevent
substantial over or under payment, the provisional or billing
rates mal at the request of either party, be revised by mutual
agreement, either retroactively or prospectively. Any such
revision of negotiated provisional rates provided in the Schedule
shall be set forth in an amendment to this contract.
(f) Any failure by the parties to agree on any final rate or
rates under this clue shall be considered a dispute concerning a
auestion of fact for decision by the Contracting Officer within the
meaning of the clause of this contract entitled "Disputes."
31. DETAY IN DELIVERY or DATA (UPI 7-4036)
(a) It is understood that the efficient use by the Government
of the supplies called for hereunder requires that the data called
for hereunder be aelt-rored not later than the tine or respective
tiacs herein specified. If such data is not deliver .1 at said time
or tines, the Government may at its election so long as such data
remains undelivered, unless the delay in delivery thereof arises
out of causes beyond the control and without the fault or negligence
of the Contractor within the meaning of this clause hereof entitled
"Default," withhold payment to the Contractor for any of the amounts
then due, refuse alproval of the Contractor's vouchers and refuse to
accept further deliveries hereunder from the Contractor or take any
other action authorized by law or regulation now or hereafter in
effect including termination of the contract for default to the
extent and in the manner authorized by said clause, and may take
any or all of the foregoing actions separately or in combination.
(b) The provisions of this clause shall only be applicable to
technical data, such as handbooks, service manuals, or other
information necessary for the proper maintenance of servicing of the
end items called for herein.
32. STMSEDING SPECIFICATIONS (AFPI 7-404.14)
All references in any Government Specification incorporated
herein to other Government specifications shall be deemed to
include all specifications supplementary to or superseding the
specifications so referred to, to the extent that such supplementary
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or 3uperseding specifications are in effect at the date of Contractor's
latest quotation if the Contractor was furnished or otherwise notified
of the existence of such supplementary or superseding specification
at the time of said quotation.
FLTGHT RISK (AFPI 7-4022)
(a) As used in this clause the term mDperationu includes tests
of aircraft, tests of equipment and accessories installed therein,
and the operation of any power plant installed therein, whether or
not the aircraft is in motion during the making of any such test or
operation of any such power plant.
(b) Notwithstanding the provisions of paragraph (f) of the
clause of this contract captioned "Government Property," the
Contractor shall be liable for loss and destruction of and damage to
aircraft (including equipment and accessories installed therein),
to which the Government has title pursuant to the provisions of this
contract or otherwise, occurttg in the course of operations of such
a.iee3raft conducted by the Contractor in the performance of this
co-:tract enless personnel conducting such operations are furnished
by the Government or are approved in writing by the Air Materiel
Area Commander having administrative responsibility for this
contract, or his representative to whom such authority has been
delegated. The nrovisions of this clause shall supersede any
prclAsions of ap.)lice')7e Air Force specifications ineofar as such
sneoifications relate to Contractor's liability in connection with
such operations.
(c) If prior to final acceptance by the Government, any aircraft,
as Leferred to in parogranh (b), are lost, destroyed, or damaged
during such operation, and if the risk of such loss, damage, or
destruction is borne by the Government under paragraph (f) of
the clause hereof entitled "Government Property," the Government may
terminate this contract with respect to such aircraft, or in case
such aircraft is damaged, the Government nay require the Contractor
to restore such aircraft to the condition in which it was immediately
prior to such damage. If the Government terminates this contract
with respect to such aircraft, the Contractor shall deliver to the
Government at the place at or from which such ppration is conducted
all or such parts of such aircraft as the Contracting Officer may
designate. If the Government requires the aircraft to be restored
as aforesaid, an equitable adjustment shall be made in the estimated
cost and fixed-fee, if any, and in the time required for its
performance, and this contract shall be modified in writing accordingly.
(d) Any dispute that may arise under the provisions of this
clause shall be determined as provided in the clause hereof entitled
"Disputes."
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3116 =MATIONS CAM 7-105.1 APPI 7-404.10)
The fallowing alterations have beea made lathe Prods
at this coutract:
a. Clause 33 is deleted in its entirety.
b. The fallowing nes sub-paragniph (a) is added to Clzs
( isengalaing that the title of 'Superintendent
CONTRACTOR'e plant does not desigaate a x-zagemen
ressissistative etio has supervision or direction of all or
substantially all of CONTRACTOR's business or all or sub-
stsatlelly alL of CONTRACTOR', verictions at say one plant
or separate locations in which this contract is being
performed or a separate and complete ma4or Industrial opera-
tioa in connection with the perforniwee of this eontr=t,
it is agreed that wherever In this contract the surds imensgers,
soperintandents or other eqpivalant representatives' era used
ormsterred to they shall be construe:4f= the purpose of this
seetraCt as imsaing Division Managers, Assistant Division
Nesagers? Night Meager and Chief Engineer, or other equivalent
repressehatives.
e. Clams MO is smeaded by adding to subparagraph (B) of
paragraph (d)(11) the following:
sod subject also to the obligati, if any, of the
Contractor, under all the terms sad conditions set forth in
that agreement kaolin as the Crass License Agramnent of the
Manufacturers* Aircraft Association Inc., in effect as of
31 DeeeMber 1928 as supplemented by the agreement of 30 SeptmAber
1935
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