GENERAL PROVISIONS

• Document Type: CREST
• Collection: General CIA Records
• Document Number (FOIA) /ESDN (CREST): CIA-RDP64B00187A000700020024-5
• Release Decision: RIFPUB
• Original Classification: S
• Document Page Count: 35
• Document Creation Date: December 9, 2016
• Document Release Date: May 25, 2001
• Sequence Number: 24
• Content Type: CONT

01/07/4
,
GENERAL MOVISIONS
DEFINITIONS (ASPR 7-103.1 AFPIr7.-403.1)
As used throughout this contract, the followin- terms
have tLe meanings set forth below':
(a) The term "Secretary" means the Secretary, the
Under Secretary, or any Assistant Secretary of the Depart-
ment and the head or any assiatant'head of the executive
agency; and then term "his duly authorized representative"
means any. person or persons or board (other than the Con-
tracting Officer) 'authorized to'acit for the Secretary.
(b) The term "Contracting Officer" means the person
execNting this contract on behalf of the Government, and
any other officer or. civilian employee who is a properly
desli.7nated Contracting Officer; and the term includes,
except as otherwise provided in this contract, the athor.;-
yl.;ed representative of a Contracting Officer acting within
the limite of his authority.
(e) EXeept as Otherwise Provided in this contract,
-term l!suhdontraCti" pA1.04.0.e? Pr4Pri under
8 oont4a?
(0' 214qt ore :means
1 w"lc 4erfOrlhOOA;nder'thia.O.Ontraet'irioluding
Any stvidieS-045Vering,fdlidamentitheoretical or'experi-
. - , ? . _
lnantal inviattgaional4any eXtenaion Of the .investigative
findings'andthabries dr a aelatitirie..6r:technical nature
into praofiiAl application; any terrigiPlivitema hereinafter
referred tb-as "auPp11,4ek" furniahOVO,'Itheraovernment;
and any reP014tidittai-Oomputatio444A)laiimi drawings, 'and
-specifieatiens With,respeet to any of th4 foregoing.
OfiANGES(A1PI7.493-)
The Colitripttiit*flOar may at any time by a written
Order, make changes in oradditions to the drawings and
DOCUMENT NO. ?
NO CHANGE 111 CLASS. Vd.
DECLASSMID
-CLASS, ClItkii) TO: 1: S C
iNEXT firdiVj CATE:
agOSEEO2:516"2 u.'tzwza'-'3G863:4
specifications, issue additional instructions, require
- additional 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 inorease or decrease in the estimated
cost of, or the time required for performance of this
contral Or otherwise affects any other provision of this
contract an equitable adjustment -shall be made (i) in the
.estimate dost or delivery schedule, or both,. (ii) in the
:amountof:inY*-fiX014,:fee to be paid to the Contractor, and
(iii) in ii--h Oth..er proVisions-of the contract as,may be
ii
so affepte '.ind.the.? Contract shall_be.modified n writing
eacor4ing1-*'-',0xly9laim.by the ontrabtor for'adjustment
under this:t.laUseitalet-bes'asserted within sixty 60) days
from the date ofieceipt by the Contractor ofthe nOti-
-ficationW:phanget-. Provided, however, That the Contract-
:44g 0?1434,,hefiecidep #3..0-#?,00:'iliatify such .
Aletion---:mayAbiscsilWen0 -act. upon:4nyAilloh-icZaim asserted
.,lat anyiM0,1371.0rIto?tinal paymertt'.u4400144,00ntract:.
.:_Paill.tx.";to,ftisr,e, -, '4, any adjustmenti3hitl.,-)i41' a:,..4:14.8p14e
oorcernfl 0e. 'question' 10 f 'faotC.,14,,tilitt -,#.1:-.-A0414p-#3 , 9f the
clause of this 10,04000,:,0rititled'-'1,1:140plifeVI-7".:-'tiot.rivei, -.
nothing -1,04144se'..,S WO
hill eX0404:-.70 47i0tPr ..04,PraH
,., ,
r0040 ' the 941iitzitio, '
, ?
. -, ,,- ,
lease Otli1iti7/24: CIA-RbP
:Changea causing an increase or.decrease of more than 4% in tile
estimated coat of the contract shall require the agreement of the
T.Contractor.'
LIMITATION OF COST CiSPR ?2O3.3 AFPI .7 4.03..3) -
(a) It.ls legitimated that the total 'cost to the Government,
xolusive'of anrfixed fee, for the performance of this contract
will not, exceed the .estimated cost set-forth in'the Schedule, and
the Contractor -agrees to use its beet efforts to perform the work
specified in the Schedule and all obligations under this contract
within such estimated cOst. if at any time the Contractor has
reason to believe that the costs which it expects to incur in the
performance of this contract in the net succeeding thirty (30) dayso,
411.p the Aistimated coat let forth in the Schedule.,
when added to ell Oats previously incurred, will exceed eighty-five (85%) Of
,OT if at any time-, 'the-Contractor has 'reason to believe that the
total cost to the Government, exclusive of any fixed fee, for the
:performanCe Qt this contract,will,bo 'substantially greater or less
than the then estimated cost thereof, the Contractor shall notify
the Contracting Officer in writing to that effect, giving its re-
vised estimate of, such total cost for the performance of this
Contract. ,
, (b) ,Thio'GbvernnentiSall no be obligated to reimburse the
Contractor froosbe4flcurred,in OxOess'of'.the estimated CO3t set
forth in the ch4u1Cand fiht Gontr*Otor-shall-noti,e'obligated to.
icontinue 15S4441:47`14161,*140r'Nhe contraet'or,to incur costs in excess
of the ,eitimatedicOsteet forth in the Schedule, unless and until .
the...COntraett -ottiAlli shall hays notifie4 therContractOr-in ,
iriting, the StiMate cost ha!
_ , fis 014,1410r,aaSd and-,,Shall have
- ,
P-.1liatii4,4iast_whiOh' Shall there-
upon
6oh3tiPit A:.1 a--:rOvis,
iateVoos - ',.tOmanOe-:f0f_thiVormtract.'
ben :and to
Schedule has . , '''t It't-t.71'yttertnc
,,.. 0.1st'-iss..'0 forth in the. '
norea ,redlicy,the Contractor
, p
excess of suon!eg ia , _ at priortO the,..increase in estimated
cost 07411 b.0 1,4111..M0.)..6 eri
to:- .;
_.1., :r;_,?1.1?. ' if such costs hadbeen:inourred-itte 111:a: 1! ma edeodt
'
'
r?1,1-4o
10(1)--Th4,001 r44i0i agrees-to maintain books, records, document
:and other ,Ii4411.6.40 al ng to 110.64Deitil and expenses of this contract
?
. . . -
?
iSe ,gor /24., -RDP641190 061
?rairk ter. 0011iotiiely Called the "records") to the exterit and in
detail as'41 11 `properly reflect all net Costs; direct and. indirect.
e:box-L materials, equipment, supplies' and services, and, other costs
expenses of whatever nature for .which reimbursement ts claimoci under
provisions of this contract. The Contractor's -Accounting procedureti
practices- shall be subject to the. approval of the Contracting 0-'-
r; provided, however, thLt no material change will be required to
el made in the Contractor's accounting procedures and practices if they
onform to generally accepted a ccounting.practicee and if the costs
properly applicable to this contract are readily ascertainable therefrom?
(2) The
Contractor at
parEwraph 04.)
duction by an
.. 0
ContraOtor agrees to make .avallable at the office of the
all reaionaple times during the period set forth in sub-
below any ovf the records for inspection, audit or recroL
authorized representative of the Department.
. .
-(3) In the event the Contracting Officer or any of. his do.11y author-
ized representatives determines that his audit 'of the amounts reimbursed
),1dar this oontract ' as transportation: ?barges will be made at a place 0.
heli' ';than the., Offioi9r, the Contracitor,_ the ....Contractor agrees to de-
. iVar?: with:, tee reimbursement voucher oovering such charges or as may
e:otherwieespeDified,Within two years after reimbutsement of charges '
pvered by any such.--voudher,. to, 'such representative Am may be designated
rHth
Oatt.pUrotie-
p..thicugh-the..Contracting Officer such documentary eivi-
i
.dence - n support of transportation .co ta as m rA
ay be requid by the
, , is .,
:Contracting Officer Cr any of i:Lis duly authorized representatives.
.(4) Except for.dooumentaryevidence delivered to the Government
pursuant to sOparagraph) above, the Contraotor shall preserve and
nAlcs 'ilvailable. it0.741.#0rds for , a period of six years i (unless a longer
:Ptir10',Pf-tinii*4e,..rovids&by.app4dablikatat3iteYfrom the date of the
,105. .0i,:rvi. 4,4ri. t .,. _ . . _ ,
p4: by .t,"hio' 90At2* otor4.art-er :the .completion of
the work Under i t- and. designate the Contractor as the .
1.;60160TiO *ii0
,. nO
v ..,. ,. P9MP.IstiPp 10000 :--or.,,'--: in the svoint this
'has.-.2b*
. , , v77., ter*inat'fid fiipi0*.:4441'.' .!;!',;'.*.ifi? 'tert:iiia.-.
lOme' --,providadOlOw.gOrjAhe 're6Ord's which rlilate,
4, *00"..0.4,,thl.01 .!-00041;i4it :OPAtae d"Dispute 134,1
tiO emen't Of:440*:,stieing out of the performL
. , _
-0
" .-,this-. ,-, 0) coats 0!*P.ah**6-.0-thfe: cont
phekoptioi 1194 ract, as to ,
by , th#COAtr- OtiQffider or ' 0.14 of .
e-'dul7 s1th0, Ofilitattvee sk1ll be retained by the Contriptor
4' such.iiPPei
, ,_ ..---, ationi'lltaato4i.0 Options have been . dielgoaed
?n no lren
but i A
. . , esti' than the aft:75:- ar period mentioned ebovp.
(5) Eioe4W,T r ntary evidence delivered pursuant to sub_
,
regraph (3) ehotek,end,:the records described in the proviso' of sub-
paragraph (4)' aliOvel thi':.Contractor nay in fulfillment of iti obliga-
tion to retain its TO oiTditH as required by this 'clause substitute
-photographs, microphotoeriphs or. other authentic, reproductions of
such -records, after the expiration of two years following the last day
Of the montiv.of,re ' t to thei.;99ntrAOPOr. 9.1 the invoide or
voucher to whiehi'e 6 relate; ballIi -'s' shorter period is
/ .,
authorized by
, Offteer poneiirrence of the
-
, ?, ?
(6):-The:_prciviaiO4,Of this paragraph a I including this sub.-
AteligraPhA64 ahall1Pplicable-.-Wand,.,included in each Subcontract
reunOr,whiOhia:04:4:4Cost,, coat!Igils4ii;fixed,fee, time-and-material
or labor-hOUr 1),(10ieit
- TheLContradtOr further agrees'tb include in each of his
taubcontractshareyhOrOther than thqae'set forth in subparagraph
.(a)(6) abdivli;44.041410ii'io the effect that the subcontractOr agrees
:that the?Contraoting Officer or any of his duly authorized representa-e
shallntil thee xpiration of three years after final payment
?under the sUbOontrachave access to, and the right to examine any
directly perqnent bobks*, documents, papers, and records of such subcon-
tractor involvirc transactions related to the subcontract. The term,
!!subcontract;"_as used in this paragraph (b) only excludes (i) purchase
dlip$artnot axoSedint41;000 and (ii) subcontracts or purchase orders -
wfOr public utility services -at rates established for uniform applica-
:14,1ity to the general public0
dOWTRACT4,
spR d)4,6 AFPI
-
(A) 19;e0ontraOtpr:shall give advance notification to the Con,
tracting Offiber,W!a04roposed subcontract hereunder which (i) is
on 4 cost or POIStPlUA-e-Vaedl.fee'.batiag':Or,(ii) is on a fixed-price
alas exosedintin'011ir amount aithai 125 000 or five percent (5%)
?
f?the total estitated-post'of this contract.c'
0 ?
ontra
Of'.
cost rIcoet,tP
ding'Plny -4
tidt4
tem or u
iitIt84,11A1"1,
-
earth and. Contracting:0
ar su
'- .,41!
io
liec"4127;71,0*"
.tr act!
on
ill nO ? wit1?itt.the,Prior,wiltten Conaeht,
rt place tiny subcontract iAtF1 (I) is on a '
xedrfee basis,' or (ii) is on a fixed-price basis',
Vait:.0?40r445,;000,or five Percent (5%) of t,4a'l
is_qpntrsa r0Vi4eSfor'ths
in,at?ation or other acquisition, -
A lAtti(iii,r'.9e Peefil fOOlifia4hsVin-g-sVA
1V4),ii,on7 -anti7-Material or labor-hour
Omati4.4Pi. 'if:4 '4006, Or. (v) involves re-
iitk,tq,exca s of in estiritad-oost or$5000.
T'tha3 ii. his icir4,;,..'ratify in writing any
.ation shall-64110 ttite the consent of: the:
4rad inr.I444,C agraph.(b)..
eO bat,
'rkt
The Contro
?a prove wr, t
?such approval;
required by t
mination or t
such 'approval:, p
tion of the 431:6.1# I:
Artiper may, diaoration, sposificall
he provioionsWi:000Ontraet. However,
of the 0.ontieVti. ?facer obtained as
not be oolyatrued '.constitute a dater-
"110`of any :c1at u4OZ. this ,contract,, unless
14-providsa constitutes a determine-
. , ?
/,$?: such GO
) The Contractor shall give the Contracting Officer irrnod1r.4-,
ice in writing of any action or suit filed, and prompt notice of
claim made against the Contractor by any subcontractor or vendor
oh, in the opinion of the Contractor, may result in litigation,
lated, in any way to this contract with respect to which the Con-
actor may be entitled to. reimbursement from the Government.
(f) (API - 7-203.8) The Contracting Officer may approve all
or part of tile Contractor's purchasing system and from time.totime
?rescind or reinstate such approlal. Such approval shall be deemed
to fulfil the requirements for obtaining the. Contracting Officer's
=sent to subcontracts as prescribed in paragraph (b) above.
#
UTILIZATION ORSMALL BUSINESS CONCERNS (ASPR 7-104.14 AFTI 7-403.9)
'
(8) It is the policy of the Government as declared by the Con=
,reis to bring about the greatest utqization of small business con-
oerns? which is consistent with efficient production.
(b) The -00ntraCtor agrees.to accomplish the maximum'amount of
suboontracting to omen business concerns that the Contractor finds
o be consistent with the efficient performance of this contract.
EXCUSABLE DELAYS (A5141 7-203.11 API 7-303.10)
(a) The Contractor shall not be, in default by reason of any fwailur
performance of this contract in accordance with its terns (includinc,
d failure by the Contractor to make progress in the prosecution of
e work hereunder,which endangers such performance) if such failure
ised out of =Cattsbis ?beyond theicontrol and 'without the fault or negli-
'once of the ContraOtati ? Such 'Causes include, but arepot restricted
' acts of God or 'orthl public 'enemy; acts of the Government; fires;
4
p epidemies; usit?ne restriqgOnsi; ,strikes; freight embargoes,
'40# ogreee,`:0
sually sever ;W. aiid-failFst of subcontractors perforr:hor__
termike *1.1. (0,e1400,41 1 f Officer,_934 ,
Opp furnished under - the
0 tract fr.pm '044p,r,i-IRIplife and align havA Ordered
Contractor t.roatr'e'itteh7abilii4e s or sup-pi is s ' from such
'er sources, - d !t ntraOtor ?ibiL14: ha*.*, failed *.easonabl 7' to , 0bniPly
#
h such order., 'UpOti.r.4uest, of ,tlfle? ontra,Otor, the Contracting Office
all ascertain fie tii'? and extent of such failure and, if he shell
eterffiine that such failure was 000ndoned by any one or more of the
aid teauseSi' the deliverysohedule shill .be revised ,aoordingly, subject
o the rights of the Government under. the -clause hereof entitled
'Termination".'
(b) If the Contrefitor becomes unable to complete the contract
work and make delivery at t e :time pecified in the Schedule because
of technical dif.fkrelp, ieev? otwiths andins the 'exercise of good faith
and diligent iorto ti -theper' fmanGeQthe :work callid for here-
under, It malt gr httaeting Wider viritten notice of the
, .
ticitated sasonsi, th"ere UCh'-notiee and reasons
than , . ,
.1 be deliUeX'ed. not less
fortyfl.V0A45) days' before the Com:-
tiOndatt apeCifiO'fri'the SChe4u16;or*ithin such, time as
the Con-
acting 'If.stid,h'-nOtiCe.is duly given, then
,Othe extent the. interoet of the Government makes an extension desira-
:bier,''and this contrahall then be. modified in Writing accordingly.
DISPUTES (ASPR 7-103.12 AFPI 7-403a2)..
Except as .otherwise provided in this contract, any dispute con-
rning a question of XaOt arising under this contract which is not
disposed of by agreeMt Shall be decided by the Contracting Officer,
who shall redUce his decision to writing and mail or otherwise furnidh
a copy thereof to the Contractor. Within 30 days from the date of
receipt of such copy, the Contractor may appeal by mailint; or other-
wise furnishing to the Contracting Officer a written appeal addressed
to the Secretary, and the decision of the Secretary or his duly au-
abithOized representative for the hearing of such appeals shall, unless
wdetermined by a.court of competent jurisdiction to have been fraudu-
.Aent or capricious or arbitrary or so grossly erroneous es necessarily
to imply bad faith, or not supported by substantial evidence, be final
andr.conclusive; provided that, if no such appeal is taken, the decision
'Or:_the Contracting. Officer shall be final And conclusive. In connection
With any appeal pr000eding.under this 'clause,. the Contractor shall be
afforded an opportuniWtqbe heard. anti'tO. :Offer evidence in support ,
appcali-.:Pen4i0g:final deciCion pt dispute hereunder, the
ontractor shit11,4r00:0404 Alligently ititarthe ;Performance of the con-
tract and in -aceOrdait64-,iiith'the-OontiOting Officer's decision.
This .elaUse shall .?.tii,n4ing upon,411 Cuboontractors under this con-
rat who .shi1l'14:40,14W..17ound to .submit toJt4e deCision of the
Ontrabting !:),ffiC*# the--xiisOisiotOikAhfi'',a0Cietart Or his duly.
, . ,
Ut4Orized.A4etitiontatl. '11540 *0
. . .
;Itct Ait
ho ProVis
tot this Contra
? .? N
(a) The Contricto
raptly and in 'reisOnlill
tent infringemen,t,14p0
;#40r4
b) In the event 1' of altigatiOn against, the Government on account
any claim of patent40XMAgement arising'out of the performance of
his contract or out 6t,tthe' use of any supplies furnished or work or
rvices performed hereun4er ithe Contractorrshall furnish to the '
overnment, upon re4uest,:411 svidence4hd information in pocsession
p such 1itigatX0no, Such evidence and
t'lAttriii*****7;,01 the Government ex-
he agreed to 'indemnify
urn beptniVitos421.04
1 report to the. Contracting Officer-1
itteri ,detail, each notice or claim of
per:folwpcile4f, this contract of which
f the Contractor pertai
incormAtiOn shall'
oept In,thoie cssi
?the Government sgainst't
?
; ' =
BUY-AMEKOAN AT IASPR 7.403.14 .APPI 7-403.14)
The Contractor agrees that there will be delivered
under this oontraot only such unmanufuetured articles,
materiels and supplies (which term "article, materials,
and supplies" is.hereinafter referred to in this clause
as "supplies") as -have been mined or produced in the
United States, and only such manufactured supplies as
have been manufactured in the United States substantially
all from suppliee.mlned, produced; or manufactured, as
. the case may be in the United States.. Pursuant to the
Buy American Act (41 U.S. Code 10a-d), the foregoing pro--
visidb shall not apply (I) with respect to supplies ex-
cepted by the Secretary from the application of that Act,
(ii) with respect to supplies for use outside the United -
States, Or (iii) with respect to the supplies to be de-
livered under this contract which are of a class or kind
determilled.by.the'Secretary orjhli duly authorized repre-
sentative not to be mined, produeed, or manufactured, as
the case may bi4 .in the United ,States'in sufficient and
reasonablyAullable commercier quantities and of a
Satisfactory ,quality, or (iv) with respect to such supplies,
from which the, supplies to be delivered under this Contractare manufactures; -0 are of avlass or kind determined by
the SeeretarthAs.duly authorised representative not
be mino400440eltor,manufacturedi:as the case may be,
in.theJlnit:edlItitei-in baffle/lent and reasonably available.
ommercialAUan4tlis,:and of ei.eat'isfaotOry quality: Provided,
atjhiS:',0#11040n'T(iir)sh-a1140t_perMitdelivery of supplies
ufaOturS4:::01414heAinitedltates
if such supplies are,
teadttire ' 1107401114099A31414TIOient:And-.reaSO4
,luit
,
Au t 9, .f-lt satiefeotO,ry
Itylm
CONVICT LAB
In COflneqtiQfl.wjth,t4o'per oral:incl. Of work under this
'contract, the.pon litOtpr agrees not to employ any person
dergoing sent 41p,f imprieonmerit At hard labor.
EIGHT-HOUR LAW Op 1912 (ASPR.12-3034 APPI 7-)03.110 ,
This contra tOtthe extent that it is of a character
specified in the1Aght..Hour Law of 1912 as amended (40 U.S.
Code 34.-326 and is not Overed by:the Ws1047,414.0y Public
No member of.delegate-t6-desii or resident commis
'shall be adMitted:t04ny share or part of this contract, or to any
:benefit that may tribe therefrom; but this -provision shall-not be
construed to extend to this contract if made with a corporation for
its general benefit-
COVENANT AGAINST'ObNTINOENT left$ (4SPR 7-103.20 kFP,I 7-403.19)
,
The.ContratitOiAitairints that no portion or selling Agency has
been employed Or retained to solicit Or'seoure this corltract upon
an agreement or underetanding fOr-4-cormtission, percentage, broker-
age, or contingent tee excepting bona fide employees or bona fide ?
established:commerAlar ae4ingagenties maintained by the Con-
tractor for44e.;POria.04C0f.eecuring.business. For 'breach or viola-
tion of thie-Warrentythe' Government -shall have the right to annul
this contract"withOut liability or in its discretion to deduct from
the contract price or consideration the full amount of such commis-
percentage,;brokerige or contingent reel.
16. PATENT RIGHTS-4AM 9-10 AFPI 7-403.,20)
-(a)?
ejold'ihie'4114114e thu fid4.1bwing terms
Vreiniliga 80 drth-bOolit
, ,
?
(i) 11.1014,F. h subjeo 42vent4op" means any invention, im
proVement or 11190i00 whether or not patentable) conceived or fir
actually ree "tO pr140 eith?r4A),In'Oe' performanee of the
experimental', 401 orriliiiii4h4Ork'called for or required
under this 001'0 BVin the PerfOimiknoi of any experimental,
.40YelOpment' jOrk-040.4g,t104, subject matter of
hisoOnti.qrw1it aL4bn0746. AkrOariddiailinding in writing that a
ontract would :be awarded; provided that the term "Subject Invention'
'hall not include any invention whiCh'iS'epetafically identified arid
listed in the SChedulelor_the p4rPose.Of',0zOluding it from the
.license granted 'by:this 241Ause..-
?
(ii) The 'term .*TeohniCal_Perionnel" means any person
employed by OrwOrking.Under contract with the Contractor (other the-
a subcontractor ,whose responsibilities with resPeot to rights accrui
to the GovernMantAn.inventions arising under subcontracts are set
forth in ParagraPbaAt).)0(h)i andliY-cf'this clause) who, by reasohl
of ,tile natue .f Ida 1140e. in.ccnneotion,Fith the performance of
this contra6vi044- opqqab1y,):4 mopeci'00,to make inventions.
J.
suboontradt'AKSUb
'44
shall have th4
*7-.S444, subcontractor" mean any
niftetir, and any lower-;tier
(b)(1). The ?oflta or*grtO 1id6oeaf.horeby-grantto the
Government an trrevO0010,7none 106Pro6arieferable, and royalty-
free license tb pre6t14,05Hand taueentolie:practicad by or for the Unite
States Government throughout the world,eaoh SubjeCt Invention in the
manufacture, use and disposition according to law, of any article or
material, and in the uSe of any method. No license granted herein sha
convey any right to the government to nanufacture, have manufactured,
or use any Subject Invention for the purpose of providing servioes or
supplies to the general public in competition with the Con'trattor or
the ContractOr,le:Commercial licensee in the licensed fields.
, ?
(2). WlthAiespeat to:
(1) ':.ani.Suliject InientiOli"ras.de by other than Technical
Personnel:
. (a) 611 a ject Inve4tOn COnbeived prior to, but first
actually redubed to,pra4tide in .We4Utee,Ot, and of the experimental
developmental; or roseareb. work apeOlfild'in (a)(1) above; and .
(iii) the praCtice of%Any-i4ject Invention in foreign
.countries, the bbligetion-of the Contr,OtOr to grant a license as -
provided.in, (b)(11.a3ioves.to convey,title,as provided in (d)(ii)(a)
or (d) (i*) beloWithd to 'convey f0014n,rights as provided in(et)
below, shall,bp.limited to the extent of the Contrajtorls right to ,
grant.the'eafte-W*60:ipOurring'aily. obligation to pay royalties or:,
other compensation to4ttbaris aololy.10,4 abOotint of said grant4
Nothincr contained in thia)Patent Riehe olag:te shall be deemed to
grant way liOeo dir,Arryjni on4o '.Subject Invention.
ting ()thee!' the
rao ,
ven.tiOn,whielr
di
?
first actualredUtidn:t4 prat1ti.
with a written at?e1it. . itst*
patent applioation olstMn1 the'
' by or on behalf Of tWDon,rabto
UI), inteitp reP9r41,,,,,it..14*.every twelve months
commencing with thig:Idate of thte oont:14044aohlisting all such
Inventions cOntelVO4 Or tirst aottzalZyreduoed to practice more
than three months-pr10 to the dater.o.f' 40 report, and not listed'
on a prior* int4riXe...x*0 9 V 41 tr Ortiftrj that there are no.sUch
Inv,AtiQM
.a ev.00ncelyion Or:
IlwOntiOn togothet-i,
not a United State's'
been or will be filed
:AAA 0"..ftnitr- prhaf this contraot, a finial
retort 1t4i VitiohInvelntic),14 jnlud1,n8 all those previouslyi
sted in ititerile!iiiPtit*s;
, -
(d) ii$n 'With eaCh Slits ebt Invention referred to in
(0 ) (1) abo14',h ,tiontrac tor shall do the rollowing:
'
(i)iCOntraetor;apeOifies that a United States
patent applicationOlaiming such Invention will be filed, the Con-
tractor shalll'ile or 00.1180 to be.filed such application in due
form and time; however, if the COntractor, after havinK specified
that such an application would be filed, decides not to file or
pause to be filed said application, the'Qontractor shall so notify
the Contracting Officer at the earliest practicable date and in
any event not later than eight moyiths after first publication,
public use or
.(ii) irthe.ContractOr Specifies that a 'United Stated
pate applIcation:claiming such Invention has not been filed and
Will not(be filed (Or having specified that such an application,
will be filed thereafter notifies,,theO,Ontracting Officer to the
contrary), the hll?
(A. infOrm the CqntrOting'Officer in writing at the
' i . Vl '
earliest PritO-tib' AtillAtt,0 :*07-pki 10Ation of such invention
, . .s ,
made by ote- .16-iinnik,A'ehe -OontraCt0 .or,.. where applicable, of any
'
contemplated 1117: the' Ati*OtOr, stating the date &V'
, . . .., , ., ,
. PlentitY, 9f 'Autili -taloa im'Or: ntoOp ated publication; and
tti ??
Contracting ;WO
merits (PrePtred byt
and such othlit.?,papOr4 as are deemed nedisiaary to vest in the
Government th?C?ntrutr'a right title :and interest aforesaid,
and the right-W*Opli, for and Theosetute patent applications cover-
ing such InventiO0 brougholAt the world, subject, however, to the
right of. the pogiv or specified. in ,(e) .below to file foreign'
application* rurtheti,.*"910* reservation or a non-
403,c011.4411W411 eejilbsonWitrAht*Ontradtor (and to its
existing and ute 166iated and ittillated companies, if any?
within the. 40r 'llttlAttko .*A4,04"lhe Contractor is a part) ,
which ,l1Oeri jiib1a,10, the successor of that part
of the Contr *o Oh 5U01. Invention pertains;
,
-
to deritfir*I4 'OSP Contractor's entires
410a1Cin by 'delivering to the
ch,wrept,topc,rtquitot,such duly executed ins tru-
? Owierranizit) pr: aesignment and application,
,
-(.ii) ther'Contraotor shalrfurnish promptly to the
COntracting Officer On request an irrevocable power of sttorney-:
tn Insect and make copies of each United States pate:A applica,
tion filA by or on behalf of the Contractor coverin6 any such
Inventi:)n;
(iv) in.the event the,ContractOr, or those other than
the Government deriving rights from the Contractor, elects not
to continue,prosecutibn of any such United States patent appli-
cation filed by or on behalf of thm Contractor, the CcntractOr
shall so notify the Contracting Officer not less than sixty days'
.before the expiration of the respolse period and, upc:- written
request, deliver to the CDntracting Officer such duly executed
.instruments (prepared by the Government) as are deemed necessary
to vest in the Government the Contractor's entire title,
and Interest in such Invention and the application, s-jct to
the rservation as specified in (d)(11) above; and
(v) the Contract)r shallsdeliver to the Contra:ting
Officer d%ily executed inatruments fully confirmatory Cf any lio_nne
riv:hte herein agreed to be granted, to the Golernment.
(e) The Contractor, or.thoee other than the Government
deriving rights from the Contractor, shall have the exclusive_
rights to file applications on Subject Inventions in each foreign
country
(ii) aix onhe from the date4permiSsion.is granted to,
orelgn applications where 1.0h:ciling had been prohibited ,
Security rsasOti
. (iii)such longer per04:ete:ma be approved by the-
. .
.COntracting Officer. T.The Contreaor shall,' upon written requestof .
_. .
the Contracting'Officerlconvey tO?the Government theContradt
r!s ehtire right, title, and interest.in:bach SutjectInvention:
_
nfeach foreign country in which ,an application has not been filed
within the time above speoified; sub4e4 to the reservation of a :
non-exclusive and roYalty-free license to the,Contractor together
with the right.of the Contractor to grant slablicensess. which
license and right shall l!oe assignable to the successor of that
part of the ContraotOrls'businesi to whioh the Subject Invention
, pertains.
?
?
Approved For Release 2001/07/24 : CIA-4641400187A000700020024-5
(0 If the Contractor fails to deliver teethe Contritotte6
Officer the interim reports required by (c)(ii) above, or feils
to furnish the written disclotures for all Subject Inveetioes
required by (c)(i) above anown to be due in accordaeze witb arly
interim report delivered under ()(ii) or otherwise known to be
unreported, there shall be withheld from payment unt.1 the'.-
tractor shall have 'Corrected such failures either te:. per c.ent
(10Z) of. the amount of this contract, as from time tee t-luie
amended, or five thousand dollars (0,000),whichever is less.
After payment of eighty per cent (80eJ) of the amceet ef this
contract, as from time to tme amended, payment shall he withheld
until A reserve of,either ten per cent (1) of soh amount, or
five thousand dollars 45,e0(..0, whichever Is less, sell heee Leen
. set aeidep sueh reserve or balance thereof to be reeeleed
41, the contractor shall have furnished to the Certractie6 .C)ffieer:
(1) the final report required by ( )(iii) eeove;
(ii) written dIselosures for all S-.:.biect Inventions
-required by (0)(i) above which are shown to be due in accordance
with interim repOrts telivere4 under (0)(i1) eieeve or in aeeord-
ance with such final reports or are otherwise known te be un-
reportqd; and 1
(iii).tne information as to any subcontractor required
, by (h) below. The maximum amount Which may be withIlk-ad under this
paragraph ,(f).- shall flOt exCeod ton per 'Pent (10%) of' the amcunt of
ethis contract orfiVe , thousand 4pliare ($5', 000), whichever is less,
and no amount shall be . withheld Under this paragraph (f) when the
amount ppecified- by :this paragraph (r) is being withheld under
other MPY,i 19nOar: this ottntraet thhading of any amount
:f0.,?Yeubseqt.tetit .pimient thereof. -tothe;.. ?Qpntric tor shall not be eon-
tried
or, any ,righta *OrOing to the Government under
this dOntractl'Thie'paragrah :(t) shall not be Construed as roe
cluiring the 06ntractor:to withhold any atIo=tt: frcn: a
to enforce compliance with Pateit provisions of A subcontract.
(g) TheContraCtor shall exert all reasonable effort in
. .
negotiatingfor..the 'inclualdn.-ofthis Patent Rights clause in any
subcontractalereunder of three thousand .dollars (43,000) or more
having experimonta4 developmental0.or' research work as one of its
purposes'. In-the.event of refusal by 0.-,suboontraotor to accept the
Patent Rights clause,. the Contractor shall not proceed with tne sub-
contract without written authorization pf the Contr&cting Officer,
and upon obtaining suCh authorization, shall cooperate with the
Government in the negotiation with suCh subcontractor of an aceepte
, able patent righte clause; provided, however, that the Contractor
shall in any event require the 0000tra0tor to grant to the Gov4rn-
ment patent right* iltder SUbjeetIn'ehtiopis of no less ecope and
e
?
lainut
:413e-oved For Release 2001i07124 C1A-RpP641k0187A000700020024-5
? on no less favorable terms thin those ,which the 'Contractor
has ander such subcontracte, except that in no event elan- the
subcontractor be reciartd to grant to, the Government patent rights
in excess of thOse.herein agreed to be4ranted to the Government
by the Contractor'4'..
(h) 'The ContraCtor shall sst-the, earliest practicable date,
notify the Contracting Officer' in writing of any subcontract con-
taining a patent rights clause, fUrnish the Contracting Officer a
copy of such clauSei, and notify the Contracting Officer when such
.subcontraot is ooMpleted. It is understood that with respect to
such subcolstraot Clause, the Government is a third party beneficiary,
and the Contractor' hereby assigns to the Government all the rights '
that the GOntraotOr would have to enforae the subcontractor's obli-
gations for the benefit of the Government with respect to Subject
Inventions %Iva-Contractor shall not be obligated to enforce the
Aft aZreementsebf-anyiUbbontraotOr hereunder relating to Subject
IOW Inventionai,
(i) When the Contractertihowe that it has been delayed in
the performanoe of this contract .'b reason of its inability to obtain
in accordant* wiW(g)above a suitable patent rights clause from a
qualified sUbcontrattbr for Any item or service required under this
'contract forwhich:tht'Contraotor-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, uponfrecitteSt of the Contractor, the Contracting Officer -
shall dotermintAO:What extent,' if any, an additional extension of
the delivery ditto and an indroarie in Contract prices based upon
Additional Cott- Incurred by such delay are proper under the
Oircumstances;-and,the oontratst shall bemodified accordingly. If
the Contractor aLfttrexertingell reasonable effort, is unable to
Obtain a.04ifiedleUbContrOtor'Pas set forth above, the Contractor
Mayoubmit?tbaOhtrsioting';Offitior.awritten request for waiver
"r:mOdifiCatiOsidtYthi'reqUiritebtrit:that a suitable patent rights
laUte berinclOdOORIhe,111,40Faet
-suoh requeot4hall 4T00$110ally state that the Contractor has,
,used allreasonAblOstforVto-Obtain such qualified subcontractor,
'and shalI,Cite;tbeliaiVer,Or termination provision hereinafter set
Wt-thillaiitY-fiv. (3) days after the date of receipt
of such requiet:fer a waiver orModification of said requirement;
-the Contracting Officer shall tail, to deny in writing such requebt,
the requirement 'shell. he deemed to have been waived by the Govern-
ment. If within such period the Contractor shall receive a writk,en
ot,by the Contracting Offioer, this contract
041047 t?iiine and the rights and obliga- ?
11#46.11.0.:gO?r4by thovprovisione of the'
providjgfort,z,mjnatton for the converiience
denial of tu011 re
hall-th00
TOns?dn
'clause' of>:this, ton
or the Clevarnment
pproved for ReleaSe-44o4/024 ::pA-ROP64'711?001 A0.0090020024-5
- .
'PISURANCE-LIAPtiorii t0;1*Ikt.) ;11,7-203i22 APPI 7-403.22)
-
(a) The .Contpla9tRri'4hall prO 10,,I0Othereafter maintain workmen's
compensation's; empI0Y0TialabtU147 -401fl0i0hOpeive? general liability
(bodily ufyl ad411RMIOrmbensAsio, u a0b*le.liability (bodily injury
And propertyAimage)A,000ratiopviiithraspsot-to performance under this
.contract, and suOtOrAiiiripsuraniki flocthaContracting Officer may
'..from time to.time:re'14te'leith reepetr to performance under this
oOntract; provided Afti'sConti',A0InYfUlfillMent of its
,obligation to'prbour lnoangs cO4PettaStiOn'insurance.may,.with the
approval of th4iIpoilt0 tiiig`sOffiiier,And liCitsixtant to :statutory authorityi
maintain a 1.21:40107 4Wprogram11:14iUrance requirod pursuant
to the provit& 4 tif;1 ii'phragraPh'Shall'be in such form, in such
amounts. andfor:-004.%pariods of tire, aa the Contracting Officer may
from.time to timilt$040,14-or approve,- and With insurers approved by ,
the Contracting Officer. When an overhead rate is approved which in-
411ludes charges for bonds, insurance pensionsor retirement plans, such
rate constitutes approval within the meaning of this clause.
(b) The, ContraotOr agrees', to the extent and in the manner re-
quired by the Contracting.Officeri to: Submit .for the approval of Cont-
tracting Officer'Anf.other,.insurance-rmtintAined by the Contractor in
connection with the performance of this contract and for which the
Contractor seeki reimbUrieMant hereunder.'
(c) The ContragWor-shall be rei*ursed:' (i) for the portion
allocable to this contract of :the regeonableYaost of insurance as
required or aPproved!p4rototo the provisions or this clause, and
(ii) for liabilitl;W
(other than prOiwtif
: rented At o the ? Con04
Contra4tori), pr
Afiknoe,; or' attar"
lIghether or no
servant* ,or.!:14
final judgment
and expeinseiu1.
fox whioh' the
terms of the 014
(11) with retpitit;Att' *1.4
or maintain insurados,
results frbm wiAlf4,3a
of its nagerseup?
who have eupervia3.OnOr
the Contractor'*
40,0tpri.s-APeiN404PA*.
-"Olis contract is be-in
industrial operatian,in,9
. tract. /he foregoing:She
to be reimbursed':
in connection.w
surance requ
0-:t}4r4,Psrsons,for 1044 or. fpr damage to property
ds'OOCUPted or Used by the Contractor or
(B) in t'.0ustodys or control of the
AION:17'ix1 Ur,fflq,t *compensated, by insur-
0.0f this contr4Oti
VPar4Otor, its agents,
,are represented by-
iting'by the Ilinernmenti
x?ep liabilities (I) ,
lair under the express
1104 in the Schedule, or
n ratet0,1%t4.4w:failed to insure as requirie
roved by poorsoing Officer or (III) which
t.'oraiok--6/1406d faith on the part of any
dentici '.or'othersqUiValent representatives,
tion or (I) Akubdtantially all of
42)411,-br4u$Stintia1ly,all of the Con-
e plant otjael3arate location ir which
!armed, or 13) a apparate And complete major
, with. 3he 1.0srtormance of this con-
t restriort,,the right of the Contractor
tinsurs?Wtiatined 1?7,the Contractor
rdrirt pirn; oar' ed
0 o
411'c
I L;, ,
and'Maintained:04reUtAt:o the:prOltisiona.,t this clause, provided
such cost would'Onatt0464410wable COsti'llUdsr,the clause of this
contract entitled "AllOW010'Costrand PaYment?. ,
(d) .The Contractor shall give theiVernment or its representa-
tives immediate notice of. any suit or Action filed, or'prompt,notioe
of. any claim made, against,tho Contraotor arising out of the perform-
ance of this contract the cost and expense of which may be reimbursa-
ble to the Contractor under the provisions of this contract, and the
risk of which is then uninsured or in whIeh the amount claimed exceeds
the amount of coverage. Tile Contractor shall .furnish immediately to
the GOvernment copies of all pertin4ht papers received by the Contractor
. If the amount 6f the liability claimed exceeds the amount of coverage,
the Contractor shall authorize representatives of the Government to
collaborate with coqnsel for the insurance carrJer, if a.ly, in settling
, or defend!ng such claim. If the liability is not insured Cr covered
by bond the Contractor shall, if required by the Governme4t, authorize
411representatives of the Government to settle or defend any such claim and
to represent .tha contractor.in,or take:charge of any litigation in.con-
? nection therewith; wpvided, however,, that the Contractor may, at its
own expense,,,be-associated 'with therfpreeentatives of the Government in
the settlementor demise of anyaulih Oal.sr:or
18. AUTHORIZATION,A10.00NSINT (AS,W9=-1.0. 'APTI 7440323)
The Governianthereby ci*et'its'iuthdrization and consent for
all use and nanuraOture of any patenft0 invention of the performance
of this contract pt.: part hereof or any ,amendment hereto or any
subcontract hereund u4 en 1*.teei.'itier sOoontraot).'
. -
Approved For Release 2001107/
0700020924-5
PILING 910 ?Ann' MciTxto. 4104 AP?' 7-404.3) .
'tiled a patent appli-
:Cation 410 -010 Contract, which%
? Subject nut 144t r ott,.600.0tOr'higher, the Contractor
shall, Citing the:thirty (30) day below, transmit the
proposed applicktiOnfto the COntracting Officer for determina-
tion whether, for realigns of national security, such ,applica-
tion should be 0440-under4nAjrder Of secrecy or sealed in
accordance with tha-proviiiont Of '3$ U, S. Code 181-188 or the
issuance of a patent .should be otherwise delayed under perti-
nent statutes or!regulationsvand the Contractor shall observe
any instructions of, the Contracting Officer with respect to
the manner or delivery of the patent application to the U. S.
-Patent Office for filing, but the Contractor shall not be denied
the right to file such patent application. If the Contracting.
Officer shall not have given any such instructions within thirty
(30) days from the date of mailing or other transmittal of the
proposed application, the Contractor may tile the application.
(b) The Contractor shall furnish to the Contracting
? Officer, at the 'time of or prior ,to the time when the Contractor
files or oauiet tili-be filed a patent application disclosing any
subject matter of this contract; -whibh subject matter is classi-
fied "Contidentiala cop/ Of euth application for determination
whetheritOr:t0i0O40. Of nation*); security, such application
, should bellaolidAinOir an orderOf.tecirecY or:the issuance of a;
'patent should be -tithrifisti ,delaYed under pertinent statutes or
regulation:.:
(a)- In tiUn iy Paten1;a111460tOn:doMing within the
scope AO"OPY4t.' .'0411-0bierve all appli-
cable sa00.3;t7'i4 iQZ v.flgthi.'7transmission of 019581L
aid stiblOW ,
REPORT/NO: 7,404.4)
The:I*01440W-Or-this:014WWsbili be applicable only
if the amoUrit 011,:tWoOntract is in excess of t50,000.
thi 041 iitstOr'Shall''repOrt'in writing (in quadru-
plicate) to the Ottracting Officer as soon as practicable
after exedution of this 'Contract whether pr not any royalties
Approved For Releasje 2b01/6-744-- CIA-REiP641.34o1FAC100:700020024-5
? ; 1-
? '
?
(*,
".
? $ ?
? .wk.
'
-
in excess okigWhAVO'Aleen paid or are to be paid by the
Contractor direOtIt't0 any person dr firm in connection
with the performadoe.of this eontraet? If royalties in
excess of #250 have been paid or *re to be paid to any
person *r fire; :the report shall include the following
item A of inforbiatiOn with respect to such royalties (includ-
ing the initia14250)t
(1) The namt and address of each licensor to
whom royalties'in exCese of $250 have been paid or are
to be pa144; ,
. , .
(2) The nuMbirOt patent application
serial Aumbere(with'filing detain Oz4 other identifica-
tion of the baelS for such royaltiels.
, '13):--.210t*Onor of ocmputing the royalties con-
sisting of (t):t***L0f identification Of each royalty-bearing
unit or pro:mm*431,0'th* tdtal amount Of royalties, and (iii)
the pereelitageilateV011ars and Cents amount of royalties
ca
on each duUniVOr sOolles# prdvided that if the royalties
cannot.b4.oqfP004Iim30ms of units or dollars and cents
value', thanyOt i,4,' ? CShowingthe manner in which the Con-
tractor'OOMPU $1.114 itiniltiest -
OW, *k:furni6144444pOrt-under paragraph (a),
the Conttied
TOftish a..s 14' Onsolidated report for
. .
each apoo. io :of the,p04104thrliuring which the
ContraCtOli,ai .00xttrE4tii wiWtb6,11.6,Yeihment, provided the'
Contractor
Contractoi4,4 4 and obtained theprior written
approval cif?_vadting Offlotrii?Such consolidated re-
ports 'hair,. /OW wherCthe furnishing thereof has
been approved, .i,th iumbir of, copies as apprOved, as soon
as p'actioabl sft?'thi 0144 of the aeeounting period
covered by the .z.portf Suqh,b4 lIdated report shall be
made in accordance wi 41ontrio 's established accounting
,
practice and shalLindltdvisf0f.the sedvanting period, the
total amount of rc
rate in ?X? ??
all busin#?
such lice
serial number4
ties acekting,to 4aoh licensor at a
V' adhUa:on the Oontraptorts over- )
the n'ame and address Of each
tolitIsUmberl'i patent application 1
datei.4 Or pthar identification
:70ZAAKV..
$$,?' ? ? 4 ?
- ? '
Approved For Release 2001/07/24: CIA-RDP64600187A000700020024-5
of tne basis. for such royalties, (iii) a brief desr1;:!5on
of tLe subject matter of the license under which r37it11713
are charged,. (iv) the percentage rate or unit amount, ,r if
the royalties do not accrue by rate or unit amount, suTh
other data showing the manner by which the royalties .cicrue
to licenser, and (v) an estimate or approximation (without
detailed accounting) of the portion, of such royalties that
may bH attributable to Government contracts. The Contractor
shall, if requested by the Government, furnish at Government
expense a more detailed allocation of such royalty payments
attributable to Government contracts.
(c) In the event that the Contractor requests writtHn
approval to furnish consolidated reports under paragraph (b)
above, the Contracting Officer shall promptly consider the
request and furnish to the Contractor a letter stating whether
or not the request is approved and, notwithstanding any such
approval, the Contracting Officer shall. have the right to
question any such subsequently furnished report as to accuracy
er completeness of data and to ask for additional information.
The Contractor shall furnish a copy of each letter of approval
to the Contracting Officer administering this contract.
(d). After payment of eighty per cent (80%) of the amount
of this contract, as from time to time amended, further payment
shall be withheld until ,a reserve of either (i) ten per cent
(10%) of suCh amount or (ii)- 46,000, whichever is less, shall
have been set aaides'auah reserve or the balance thereof to be
retained,until the Contractor shall' have furnished to the Con-
t:acting Officer the report called for by paragraph (a) hereof
of the copy of the letter approving the Contractor's request
to furnish ?the report under paragraphAh);.provided that no
-amount shall continue to be withheld from payment for the cause's
specified in.this.paragraph (d) if v:ps cOltraoting Officer -shall
find that the ContrOttor htis not. been furnished a letter as re- ?
qieired by paragraph -(6) within a reasonable tine after 14tik1ng
written request to submIt a single, consolidated report under
the provisions of paragraph (b) of this. clause; and provided
further that the Contracting .Officer may, in his discretion, order
payment to be withheld .Ulthe amount and manner above provided ?
if the report called fOr by paragraph (a) is unsatisfactory or
the report called for by paragraph (b) is due but has not been
received, or if received, is found to be unsatisfactory. c amOunt
shall be withheld under this paragraph when the minimum amount
specified by this paragraph is bein withheld under sthel.. provi-
51ns .Af this contract. The witn'Iolding of any amnt
1:.ament thereof to the Contractor shall not be construed as a waive
.of any right accruing to. the Government under this contract.
?
/
ApprovedForRelease 2001/07/24: CIA-RDP64B00187A000700020024-5
- 71S IN DATA-UNLIMITED (ASP.11- 9-203a . AFPI 7-04.5)
(a) The term "Subject Data". as used herein includes writinsi
reeordings, 'pictorial reproductions, drawines or '7.)ten
representations, and works of any similar nature (whethe: r not cory',
rieted) which are specified to be delivered under this :-:;%Iract. The
term dos not include financial reports, cost analyses an c,ther
1nDrmation incidental to contract administration.
(b) Subject to the proviso of (c)below, the Governrient may ,
duplicate, use, and disclose In any manner and for any urpose what-
soever, and have others so do all Subject Data deliveri this
contract provided also that the Contractor may otaln a cop'ic-ht
o material produced by it or its personnel workihi: under ::112cr
tr4c.t.
(0) Th,. Contractor ag,reen to and does horey c.,:-!, ' ti-
110 Jerntr:er., and to its officf:rs, agents, and em .7.1.),E ,,_:.
the scope of their official duties, a royalty-free, no1]-eusive arid
!rele license throuc?,c..t the world, to publie'el, 4:-ralate, re-
-r:Auce, deliver, perform, dispoce of and to auttic-rie
2 hll Subject Data now or he-eafter covered by cop:friLht; Pi?)VliD
t?at, with respect to such Subject Data not originatederf.:)rml-
' il3 :,.:1=act but which is inroorated in the work :',?.'?1 ihrier
....,,,i contract but which is incorporated in the w:-Jrk fl-!:,e(1
:3 cntrct such license shall, be only to the extent t.!,t, tl-,e Cn-
'1r, its eltployees, or any individual or concern spelfically
enplcyed or assigned by the Contractor to originate and 1-necare tY.ch
Data under this contract, now has, or prior to completien or final
=.iettlement of this contract may acquire the right to -,rar.t such li-
cense without becoming liable to pay compensation to others seleie
because of puoh grant. :
(d) The Contractor shall exert all reasonable effort tO advise,
ethe Contracting Officer ;-at the time of delivery of the Subject Data
furnished under this contract, of .all invasions of the right of
privacy contained therein and of.alkpOrtiOnt of such Dats copied from
? work not coMposedor i3rocduoed in the performance of this contract and
not licensed under this clause. S,
?, (e) The Contract? .sW1 report to the Contracting Officer,
promptly and in reasonable,vrittin8,4tails- each notice or claim of '
Copyright.infringement.received by the ContraCtor with respect to all
Subject Data delivered under this contract.
(f) Nothing contained in this clause shall imply a license to
the 2,overnment under any patent or be construed is a!"fectiv, toe sore
of any :license or other richt otherwise granted to the 1..)v,:znnent under
any 2aterit.
(g) The Contraotor shall not affix any restrictive markings upon.
any Subject Data, and if .iUch markihgs are affixed, the Government shall
have the right at any time to elodify, remove, obliterate ar iEncre
such mark1ng,0,-
.
"1
C---).
&kJ"
Approved For Release 2001/07/24: CIA-RDP64B0u187A00070.0020024-5
WALSR-HEALEy PUBLIC CONTRACTS ACT (ASPR 12-604 AFPI 7-404.8)
If tis contract is for the maunfacture or f,Irr119hIn of nater.ite-le
supplies, articles or equipment in an amount which exoeds or may e
c34d 6.1),WO and is otherwise subject to the Walsh -Healy Pulelic Coe.-
.tets ae rirvered (4' U.52. Coac- 35-45), ie-eeeele-
ted by reference all representations and stipulations reqeired by saia
Act and regulations issued thereunder by the Secretary of Later, sJen
representations and Stipulations being subject to all applicable rulire.
and interpretation's of .the Secretary of Labor which are now or may here-
after be in effectt.'':
M1ATUITIES (ASPR 7.4104:16 A:FPI 7-404.9).
. (a) .The Government may, by written notice to the Contractor,
terminate.the right of the Contractor to proceed uhder this contract
If it is feund, after notice and hearing, by the Secretary or his
July authot.ized representative, that gratuities (in the torn of
411eritortaln, gifts, or otherw:ise) Were offered or given by the
Contractor, or any agent cr representative of the Contrator, to any
officer or employee of the Government with a view toward seeurin.a '
contract or securing favorable treatment with respect to the awardin
or amendjnie, or the making of any deteorminetions with respect to tbie
performing or such?contrapt; provided, that the existence of the facts
upon whiah the Secretary or his duly authorized representetive makes
such findings shall be in issue and ma ly 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 parsae
the same remedies .agaixist the Contraetor as it could purse in the
event of a breaOh of the contract 111 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 Sec-
retary or his duly Authorized representative) which shall be not less
Alikthan three nor more than ten times the costs incurred by the Contractor
.in providing any_such'gratuitiei to any such officer or employee.
.(c) The rights and-remedies'or the Government provided in this
clause shall'00t-lee:exclusive_and are in addition to any other rights
and. remedies.04videdby 10 or under this contract.
FLIGHT RISK s(ASPR 7-4041 APPI 7-404.10).
(a) As used in this clause the term ?Operation" 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.) eontraot=baptioned Rgovmswnt Property," the Con-
tractor ehall.tke.14ble t0;1008'im44iatrigtion of and damage to
Approved For Release 2001/07/24: CIA-RDP641300187A000700020024-5
SECikt
aircraft (inoluding equipment and accessories installed .therein),
to which the Government has title pursuant to the provisions
of this contraCt Or otherwise occurring in the course of opera-
tions of such'airdraft conducted'by the Contractor In the
performance Of.this Ciontraet unless personnel flying planes
in such operitiens-tre furnished by the. GOVernment or are
approved in writing' by-the Air Material Area Commander having
administrativere4Ponalbility for this contract, or his repre-
sentative to whom tueh authority has been delegated. The pro-
visions of this clause shall supersede any provisions ct appli-
cable lir Force $P ecifications insofar as such specifications
relate to Contractors liability in connection with such
operations*.
.(c) It prior, to final aetteptanei by the Government, any
aircraft, ap referred to in paragraph (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 para-
graph (f) Of the clause hereof entitled mGovernment Prperty,"
the Government may terminate this contract with respect to such
aircraft, or in ?ask such airoraft.is damaged,. the Government
may requirethe'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 aircrift;:the Contractor ellen deliver to the Government
at the pla0e at ox' from which such operation is conducted
all or ap.Oh,.parts Of such aircraft as the Contracting Officer
may clesign00." Iftha'OoVernmant requiret.the aircraft to be,
restored aeLiforexii$6 an equitable' adjUstment shall be made
in the eetimat.04.;00W44(1 fixe4!'t00,4f,any, and in the time
required its -rmance;,aiWtheebntraCt shall be modi-
fied in wi dingly.
_
(d). 4y dLpflt. that,maY.irise:68or the provisions o
this clause. determined as provided in the clause
hereof entitleAndeputes."
Services, materiel and workmanphip furnished hereunder
are subjeot to inepeotioneend'tstet.by the Government. The
Contractor will permit Government personnel free access to
its property to make'stiSh insPeption and test and will furnish
the an&*eiirioes needed for this purpose.
Appr
Approved For Release 2001/07/24: CIA-RDP64600187A000700020024-5
. ALLOWABLE COST AND PAYMENT
(a) For the per-f6rmanoe of this contract, the Government shall
pay to the Contractor the cost thereof determined by the Contracting
Officer to be allowable in 46cordance with Part 3 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 "All'::waUe Cost").
It being understood and agreed, without limiting the generality of the
foregoinE;9 the following shall be considered as allowable itens of cost
hereunder when incurred or paid by the Contractor and when neceseary and
410required and used fer the performance of the work hereander:'
(I) Salaries and Wages. Expenditures by the Co.%tractor for
.the salaries and wages of its personnel and borrowed personnel directly
engaged in the performance of work hereunder and properly allocable
thereto including salaries and wages for vacation and sick leave pay
of its personnel pursuant to the established practice of the Cc?htractDr,
plus Federal and State social security taxes paid by the ntractor
and properly allocable to such salaries and wages PROVIDED. 1MiEVER,'
That the premidm portion of overtime wage payments shall be an allowable
Item of cost hereunder only if and to the extent that the overtime work
for. which such paymente aremade shall have been expressly authorized
in writing by the contradting officer.
? (2) -.Materials.and'Servicee. Expenditures by the Contractor
for such materials, supplies, apparatus; tooling, equipment, technicul
Amkpooks and manp.alandptliter artiolee'(including processing and testing
lerthereof by others amd_rontal of apparatus and equipment from others),
properly allocable: tOPerfOrkahoe of:-the*Ork'hereunder and for the
services of othert:nOtreiMbursed under subparagraph tly, as are neces-
sary for perforMani*Of'itt undertakings hereunder.
. .
(3) Communication and Shipping. ? Expenditures by the Contractor
necessary for performanee of Its undertakings hereunder for long-distanc,
telephone calls, telegrams, oablegramsi radiograms, postage, freight,
express, and drayage'.
(4) Travel. Expenditures by the Contractor for transportation;
of the persons directly engaged in the'performance of the work hereunder
of potential personnel brought to and from Cambridge for interviews, of
a new employee and h1 family brought to Cambridge, of an employee hired
,
t 01:411c
Approved For Refease,2001/07/4,': Q./OROS:Sam amo0o7.00020024-5
'On a temporary basivrepurneilla plitiO:nOtmOre distant than that from
which he entered. the ?mplom.nt of the Coi1trotor, and for meving costs of
a-new employee and his family to Cambridge, and'in the case of an employee
hired on a temporary basis to a place not more distant than that from which
-he entered the Contractor's employment; plus., as provided in the Schedule,
either reasonable actual subsistence expenses or per diem:. Provided, that
the expense for transportation hereunder by motor vehicle, other than conmc:
carrier or rented automobile shall be reimbursed on the actual cost basis,
at the Contractor's option, on a mileage basis at a rate not exceeding
eirht (8) cents per mile per vehicle, in lieu of the aztici -1(7rc-r.;
transportatic,n. Provided also that., subsistence or per diem shall be pro-
vided a new employee and each member of his family only if such employee
comes from outside the oiton area and only up to a maximum or 30 days for
as many days as he actually has not obtained a permanent residence, and
provided further that minors shall be allowed only half of the per diem rat,
allowed adult members Of.the- family. In the, event that the Contractor sets
up sites outside Cambridge, employees required to mo'ie to such sites for R
period of over six months shall be treated' as new employees within the mear-
. of this clause.
(5) Subcontracts. Expenditures by the Contractor representing
payment to subcontractors performing Any contract work hereunder.
(6) Government-Owned or Rented Equipment. Expenditures by the
contractor hereunder for protection and maintenance of Government-owned
or of rented. equipment',
(7) Rearrangement.or Relocation.' 'Notwithstanding paragraph (m)
of the clause hereof entitled."GovernmentPrOperty," expenditures by the
contractor for rearrangement or relocation of facilities or plant sites
or for restoring sUch facilities 'or plantieites to substantially the
same condition as-prior,tp;sUbh rearrangement Or relocation: PROVIDED,
HOWEVER, That in We event t*TOontractor elects to retain the benefit
of such.rearrangement or4eldbition4.the contractor shall return to or
cligdit the Government"with .theAvrtion-cf:the *eiMbursement.by the Govern-
41, for Its exponditUre,therefor deterbined by negotiation between the
contractor and the-vOntraOtingWfioer.to.be fair andproper.
,
(8) Overhead, - t*h amounts representing Contractor's overhead
coa,,S determined in aoCordance with the clause of the contract entitled
"Neotiated Overhead Ratelp"..
?
(b) Contractorshall:eXii0iie due diligence to secure materials
and services at ,the Upet advantageous prices available, having due regard
'tP
.(c) Once each month-(of-at more frequent iiitervals, if approved
by the Contracting( Offiger) the- Contractor mai:submit to an authorized
representative of the Contraoting Officer,' in such form and reasonable
detail as such representatMaTrequiran-invoice or public voucher
?).
Approved For Release 2001/07/24: CIA-RDP64B00187A000700020024-5
s;.4p7lorted by a statement of cost incurrea'by the Contractor in t'ae 1:e
l'ormance of this contract and claimtd?to conaLitute "Allowable Cost".
Tacl-. statement of cost shall be certified by an officer or other rolns-
ale official of the.Contractor'authorized by it to certify such statement:,
(d) As promptly as may be practicable after reoeipt of each invoice
or voucherand statement of cost, ?'the GovernMent shall p except as hereina:t,
provided and subject to the 'provisions of paragraph (e) below, meke
thereon as approved by the Contracting Officer. After payment of eicnt.
per cent of the total estimated cost of performance of this contract, Rb
time to tine amended, further payment on account of "Allowable Cost" si-;a1-_
withheld until a reserve of either (i) one. (1) per cent of such total est
mated cost, or (ii) $10,000, whichever amount is less, shb]] have been se
aside, such reserve or the balance thereof to be retained until the exmut!
and delivery of a release by the Contractor as provided in paragraph (f)
hereof. The Government's obligation to pay promptly is limited on]y
foregoing reserve and if an audit is desired by the Government in aoc'orda.-
with paragraph (e) hereof, the Government shall pay promptly on a provisio:1,
AP" -
(e) At any time or times prior"to final payment under this contract,
the Contracting Officer may cause to be made such audit of the invoice or
vouchers and statements of cost as shall be deemed necessary. Each pay-
ment :theretofore made shall be subject to reduction to the extent of amount
included in the related invoice or voucher and statement of coot which are
found by the Contracting Officer on the basis of such units not to constit!..
"Allowable Cost" and shall also be subject to reduction for overpayments or
to increase for underpayments on preceding invoices or vouchers. On recel;_
of the voucher or inVoiee -designated by the Contractor RS th "completion
voucher" or "completion invoice" and statement of cost, whiTh shall he sub-
mitted by the Contractor as promptly as may be practicable following com-
pletion of the work under this contract but .in no event later than one il)
year (or such longeriperiod as the Contracting Officer may, in.his discre-
tion, approve in writing) from the date of such completion, and following
wfipliance by th?ontractor-with all provisions of this contract (includ-
AW, Without. limdtitioni provisions relating to patents and the provisions,
Cr)of pars. andAg) ofthie clause);. the Government shall as promptly as
may be practicable pat'any balance of "Allowable Cost".
(f) The Contraettlr shall execute ?and deliver at the time of and as
a condition precedent to final payment under this contract, a release
discharging the Government; its officers', agents., and employees of and
1:%-2m all liabilities, obligations, and claims arising out of or.under this
contract, subject only to the following exceptions:
(1) .Specified claims instated amounts or in estimated amounts
where the amounts are not susceptible of exact .statement by the Contractor.
(2) Claims; together with reasonable expenses incidental there
based upon the liahilitiel'of'tha Contraetorto third parties arising out o-
the performance of the opnrattt; which are not .known to the Contractor on
the date of the executimof the release; and of which the Contractor
?
gives notice in:vriting 'to -t4e4ContraCtif*,,4fficer not more than 1x (6)
Years after...the' date of the rel the, of any notice to the
Contractor that.the'GovernMent is prePared to make final payment which-
over is earlier.. , : ? .,- : .'. . ?
- - . (3)4-C1aima Iiir reimbursement :of costs includil-ip renson81-.18
,
Axpenses incidental thereto, incurred by the Contrfloor ?1!-.,-r t',.e plic-
uisions of the contract relnttre topatents.' ?
. .
(E) The Contractrr ,hat any refunds, r r !itt
tiny Interest thereon). accruing to or rt-c I v- 1-
which arise out of the Derforr.ance of this contract t
.7:17 which the Contractor has received reinburseraent Sh 1
Contr.pcter to the Government. The Contractor shall e,xeente and
ver a time of and 6.5 a. condition .precedent to f;_)Elyrt.ent,
this contract, an assiFn:-.F:.t to the Govern/lent of ref
?credits (including any irrest thereon) arbiSini: ut of .1.te rCorn.04xici.i
this contract, in form and substance satisfactory to the ContrzletinE
0(?f1ner? 3easonabie expenses incurred by the Contractor fr,rt?-he purpose
of ,ecuring, apy such refunds, rel:ates or credits shall constitute ?
"Al lowable Cost" when approved by the Contractinc, Officer.
(h) Any coat incurred by the Contractor under the terms of. this ,
,contract which would constitute " A11owal4e -Cost" under the provisions
Qf this clause shall ba.includ04'in da.termining the amount payable under
this contracti:notirithat.an4ng any proviaiona contained in the specifloa
tic,ns or other dodtiMant8jnbArP9rAted441 'Obis tiOntract by referenge,,
:designatinz aarv4:00.4?:411rfOrpodofir,Ittp,pak,0,140,tO,b0 furnisheA1DY the
Contractor at itc'axPOnap7411(200hotitilimiPtO',04"Goirernment?
- :47474
W
- . "LA " ?,
.?
27 ? ASSIGIIMENTSA)ROTTIEWITM 4 "
t)44,1COntl'al?liribrant'l.iitlelreirt,..,, 0 bin, nor any clatm
AatnghereunAllItii;1,1411'; 'ttanifarlzad'Or"41574 ed by the ContraCt6iirty ether -.
,
- .
- -
(a) TheperfOrminceOf?viork underJtaa contract-ineY be .terminated,
61. froltit1410..J.0 t4tie in PatC4i'by..:t46*-0avernment-wheneVer4'Or
the- Cont;adetlrilt shall apermine that such termination
in the best Interasta.of :the gOvernmen4'.. _Teralination of work here.
shall beeffItiteOpydaltveryto:thal,Cont24aotor of a Notice Of. ,
-,-Terninetion specifying'tha-axtent el0..yhtch performance of work wider
contract is terminated and the.dataupon wbiCh such termination be -
met effective.
(b) After receipt of' the Notice of. Term! 02%trw:tor
, ca.ncel 1tt outstanding cOrrualtments hereunder the
7,f materials, supplies, eg,riprrnt and rni .j.ar..eous ftera.s.
Approved For,
_
B00t87A 70002 024-5
Ition the Contractor :Shall exerciaeall 'reasonable diligence -to .
,.1mp1ish the .pancellation or diversion of its outstandinr commitments
-7,-:ier1nr! personal services and extending beyond the date of such
:Ibminstion to the extent that they relate to the performan,le of any
wof, terminated by the nOtice. With icapect to such cancelled commiteni
Con!,r5r agrees to (1) Aettle all outstandinl:, liatill%les and all
clims arisin out, of such cancellation of commitments, wIth the approval
r ratification of the Contracting ()Mo.-6r, to the extent he may require,
l!crl approval br ratification stall be final for all purposes of
*-1j.sf'; and (ii) assign to the Gcvernment, in the manner, at the
to *the exient?direeted by the Contracting'Officer, ail of the r14
tla and :it rests of the Contractor under the Orders and flcritract,s
termlnet,:,d, in which case the Government shall have tie r!vht, In its
tr) settle or pay any or all claims arisITT 7).7' ti terr
of 2.'JC orders and subcontrcts.
(c). The Cbntractor shail submit its termination claTh to the Con-
.,.actinc Officer promptly after receipt of a Notice of Temination, but
no event later than two years from the effective date eroof, unlebs
or rD't extensions in writins are granted by the ContractinF Officer
(.)p written request of .the Contractor within'suoh two period ot
ant-horized?extension thereof. UT?on failure of the Coh':racb to submit
terminaton claim 'within the time allowed, the Contban Officer
tern, on the basis of inforMati,on available t.c. thf:, amount,
&ny, to the Contractor by reason of the Termination (L-Id shall
hupc.71 pay?to the Contractor the amcunt so determined.
(d) ;:r1.-Ji determination of costs under paragraph ;e) s!lail be governed
h, t.ie,-;oet principles Set forth in pat4agroPh 84406 af Sect.ion VIII bf the
Armed Gervices ProcUremetYftegUlation avin-effect on the date. of, this
contradt.
.(e) Subject,tothe:provisiontu? aptaph:(0) above the14#
and the COntrioti410tfiber may agree :the whOle'or.anylat
,
he amount or amobilta ,-0-be paid to the:Pontractor,by reason of- h
ter!Tination under this clause, Which4mOunt,.or amounts may incl.ticw051y
reaeohable cancellation charges' thereby by the
any reasonable lotio upon outstanding Oommitmente_for personal _servicea:
.'which it is unable :toOance14PROVIDED, hbwever, that In connectiOnwith
any outstanding COMmitmente for personal .serilftesWhiclithe ContrattOi'li?
-is unable to cancel, the Contractor shall have exercised reasonable
pence to divert such commitments to Its other activities and operation
1,?,. such a7reemont shall:be embodied in an-amendment to this contract and
the Contractor shall be paid the 'Freed amount.
(f) Th4; aovernment t!.rne to times .under such terms and
cnriitions as It may prescribe, make partial payments up to within
-Ahety (90) percent of the estiated coot against costs incurred by
the Contractor in connection with the terminated portion of this contract
whenever, in the opinion'Of the Contracting-Cfficir? the aseregate of
el:ch payments is.within-the "mount tO-which the Contractor will be en-
'11-.1c,c1 hereunder.' If the total of slAh payments is in'excess of the
-4 .
?,
APProvedforRalease.20.0.1/07/2.4A'RP%. 7A00000020024-5
A'211t. ,JnealT.Agreed-or.determinel4 to be.due under this cl i.lse; ...lch
p.a-13 shF,11 be -payable by the Contractor to the.-Governmort unon :,e.rland?
fded th&t-if-tuch excess is not so paid upon demnnd, interest -,herti,-.
3hn11 oe.payable by.the Contractor to the Goyereltent at i.c r' t?. of
!)er annum, beginning 30 days frnm the date of Sch dena.
(g) Th r,i Contractor agrees to transfer title and de-17er tc 4-he
..7,7.-vernment, in the manner, at the time and to the e-;(tent, if any,
jlrected by the Contracting Officer, such informaticn and items which,
the contract had beep oompleted, wou10. have been required to be . 4
7.,?Irnished to the Government', including (i) completed or partially
completed plant, drawings,. and informationi'and (ii) materials or
equipment produced or in process or acquisredlin connection with the .
performance of the work term4nated by the notice. Other than the above
any 'termination Inventory resulting from the termination of t1'.(1 contract
may, with the written approval of the Contraeting Officer, be sold or
10 ouired b-,.; the Contractor under the conditions prescribed by and at a
irice or prices approved by the ContraOting.Officer. The pro8eeds of
any suoh disposition-shall be applied in redpetion of any payments to be
, made by. the Government to the-Contractor under this contract or shall
otherwise be Oredited.to the price or, cost of.work covered by this con-
tract or paid in such other manner as. the Contracting Officer may direct.
Pending finill disposition of property arising from.the terrinatIon, the
Contractor agrees to take7such actJon as may be necessarj, cr as the
-Contra'eting.Offieer may direct for the protectionand prcsevation of the
-,oerty related to this contract which is in the posnession of the
ntiractor and in which he Government has or may acquire an Interest.
(h) Any (lisputse asItOe Ouestione of filet which may arise hereunder
di be subject 46 .t1:1-uploolt4.05" -clauia) of this contract.
29. GOVERNMENT PROPERTY,:..
) The Golternme lide1.10. !!)'he4COntractor, for use n =
1011.44W*. ' JerilA' A.019qtrittcvs;.itl* rPf'OPert. det:,
. e e ' 6 ,
eribed:inthia otz'ot,,, Qgeber with suehrelated'data'and:Infermaiet
a
a the-Centracter-,M6arreetOest,and,as rieg reasonably be requirediforHthe,
tended use:of:tUckproOrtyl(hersinafter-.referred to as "Goverhmerf, : '
rnished Property"):--Tbe-'delivery Or performahoe dates for the eupPlies
i?viteet-t0 be,Turnieilia by the Contractor under this contract are
based upon thei)xPepte:tioh'-thai GoVernment4urniehed Property auftabib, .
for use will be deliieretitlo'the Oontraotor.:0-the times stated in the'
_ . . . .e.
Schedule of this CortraCt r, If not so etatedioin sufficient time 'to
. , . .
fla''.z.'1e the.Conttalitor:tp #4,4ft suah'delivSir'-perfOrmance dates. In ,
the event that Gover2m40:7:rurnished'Pr9perty-is-nOt delivered to the
,ntractor by such timo',or'times, the Contracting Officer shall, upon
1.-,ely written request made.by the Contractor, make a determination of
fe'eelay occasioned the Contractor and shall', equitably adjust the
es'imated eost, fixela ,reft4:. or delivery or pertztrmanoe dates, or both,
end any other oontraOtueV:prOvisione effpoteft,'1?ly,suoh delay. In the
Approved For Release 2001/07/24: ii 87A000700020024-5
:rent thqt the Government-furnished Property :is received 1)-.' the Con-
tractor in a condition not suitable fon the intended use, the Conracto
shall., upon receipt thereof, notify the Contracting Officer of s%Ac,h
fact s.nd aS directed by the 'Contracting Officer, either (i) retiln such
,roperty.at the Government' expense or otherwise dispose of such
7roperty, or (ii) effect repairs or modifications! Uv)c! cTipletion of
'(1) or (ii) above, the. Contracting .Officer upon timely written request
el the Contractor shall ?equitably adjust the.estimfited cost, or delivery
or perforqnce dates, or both, and any other contractual provision
affected ty the return, disposition, repair or modifican. The foregoiv
provisions for adjustment are exclusive and the Government shall notl
liable to suit for breach oT cpntratt by reason of any dela-07 in delivery
of Government-furnished Property or dsliveryof such property in a
7;f:.ndition no suitable for eta intended*ilses.
(b) i.e Government may deliver to the Contractor'Ioverament-furnish
Property in addition .sto that sat forth in the contract. 0 Upon s,:.ch
"'livery this contrabt' May be arnended,if apgroprlate; to.Lccomplish an
ad:ustnent in Its terms and provision.
(c) Title 'to,:all.property furnished by the Government shall remain
4U the Coverntent. Title tb all property purchased by t'ic Contracttors
for the cost of which the Contractor it to be reimliurst,d F-6 direct
iLevi of sost.under this contract, shall pas to fql.d vast !I: the MTerr-
ment upoh delivery of such prc:perty y. the vendor. Ti.tie otrer
nropertv, tl-,e cost or w1-1101 I tr, tt? the Cen
this contraet,-shall pass to and vest in the Government 1,1Tor (i) issuance
for use of such property in the 'performance of this contract, or (ii4)
comencementof proceSsing,or use of ?suoh property in the performance of
this contract Or (11Wreimbursemintpf,thepOst thereof by the Oovern.
ment,whiChevarfiret0'0Ura ernOisiW.furnished Property, toL.'
atitiired
CP,arikartil
#itirtOr
'ether with alirpro e
in th**,G0,*
f\thi:Ola
Property"
-e'Colitractor, title to which vests
401,0t, to the provisions '
e!reffirred to as "Govern:.
- -o-
). Title :to- vernment:prino*rty'theil not-be affected by the
incorporation Or ittacham4nhereOf-to any property not owned by the
GOvOnmenti nor shall such GQ,ernment.propert, Or any part thereof, be
gria"evome i fixturej:frAOMOteldentitY:! vporsonalty by mason of
affixation to 14y_rialtitIi.? , ..., ,
1
terms:of this contract' ihall, 'unless -otherwise provided herein end except
,..., ?
(*) The-GoVeiminiiit.00Pert/"prPvidetror Varnished pursuant to the
as may be otherwise approved by the OontraCting Officer, be used only for
the performance of this oontract?
Cr) The Contraotorehall maintain and administer in accordance wit
sound 'business praetige_agram for, the maintenance, repait, protecton
and preservation ot,00vernfent proporty sO,asto assure its full avail-
ebility usOfnini4A-16r'the-peihrmarldidfthis.contract. The -Con-
tractor shallt*0,01VOlisomble 5t?.to 'comply with all arpropriete
directiontIor
00041g,041,cer may prescribe as
bly necesAaryfor the. protection pf the GovernMent trol-A,rt-y.
-
The 'provitiont-.of Part III-. Co-Arped Services
Procurement 4egialationji Manual for Contrdl of Government Property in ,
PossessiOn-of Non-:Profit BesearCh and Develbpment Contractors,, as in
effect On theidaterof-this contract; ,are hereth incorporated ty reference
?end made a pa:ft of this oontraot.-.? :The Contraotor agrees to comply with
the provisions!thereor:icliting to the keeping of property control
records, idelltificattOnand Markincll'Ogregation and comrdrlinr, takinsr,
k.pf inventories,A6ontrWof salvage and.sCrap, and th(I Contractor also
accepts the responsibilities set forth in said Tart Ill with respect to
Co-Jernment propertyi-:, :- -.. .
, .0
. 4h) The,ContractOr Agrees to make available to authorized represent-
. .
nt VAS of the Contracting Officer at illiVreaeonable times at the office
Ail the'Cortractor all of its property records under this contract, and
IlFcess to any premises where any of the Government propert. is locatid.
(1)(1) The Contractor shall riot be lieble for any lo 3 of or da...tar:e
the, Ci.vernmentl)roperty, or for expenees incidental to Jieb..1e3n or
ecept that the Contractor shall be .resnonsible for arr.:i such losE
3.T7 lariage (including:expenses inctdenthl thereto): '
-(l) which-retulte from willfulmXtoonduct or lack of p.00d faith on
' t 1
.L part of anyof.,the Contractorit directors or officers, or on. the
2rt':of any Of its managers, superintendenta, or other euivalent rep-
1esentet1.770swbOJIt.9$ 9140rViOion Or'jdireOtion Of all or substaritially.
nh of the ContraqtOr' uoine5,Or all. ox substantially all of the
'ciritrsotoris:OporOidalsOt: any Orwp2.anti*:.laboratory, or separate .
location in-4,11.00itit 0040 is-bei4gerforined;
,
ultfrAhrom?a failUie on
_ _ the the Contractor,
0400tibt or lack pt9Ddfaith on Part of any
' r,i-Obs, 4,` 4 0.),Ovo ..0ientioned,in ,-:subr?..:, .
40te4 .- .1.4Vinlid.cOdrariiie'tth
-008000. . . .40e0Wr4e14YProtetiti.on
Ofterit.ProPet ,. *-,004,.1)VistbPiagr4Ph-(r)
- .- . , ,
, --, re41
, . , .
t'easonahle steps 003PmOlYkith any appropriate
tontracting:0 fiOer under eub.Para.grePh If -
_
(ii) which
the wil
of its jiireetti
paragraph '