NEGOTIATED CONTRACT CONTRACT NO. GB-1965 GENERAL ELECTRIC-TEMPO

• Document Type: CREST
• Collection: General CIA Records
• Document Number (FOIA) /ESDN (CREST): CIA-RDP67B00074R000500120002-8
• Release Decision: RIPPUB
• Original Classification: K
• Document Page Count: 15
• Document Creation Date: December 21, 2016
• Document Release Date: December 29, 2008
• Sequence Number: 2
• Publication Date: June 28, 1965
• Content Type: REPORT

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PART I - SCOPE OF wiORK . . . . . . . . . . . . . . . . . . . . . . 3
YA+T III - PaIOD OF P RktRIKANC ;. . . . . . 3
PART IV - HOURS AND RAC. . . . .
PART V - TRAY. AND LIVING. . . 3
FART VI - SUPERVISION, UTILIZATION AND ADMINISTRATION. . . . . . . 3
PART VIII - WAIVER OF R UIR T3 OF GZiERAL PROVISIONS . . . . . . 4
PART IX - SPLCIAL SECURITT RS6TRICTION3 . . . . . . . . . . . . . . 4
PART XI - ALT :RATION6 TO GaZRAI. PROVISIONS. . . . . . . . . . . . 5
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PART I - CP, OF aORK
The Contractor shall furnish the necessary personnel, services and
facilities to provide the Government with consulting services in the field
of electromagnetic carfare Planning Operations. The services shall include
test monitoring and staff planning aids pertinent to the overall effective,
continuing Electromagnetic kiarfare Plan.
PART II - CONTRACT TTPa
The services hereunder shall be performed on a time and material basis.
PART III - PaIQD OF LSM MANCE
The Contractor shall perform the services not forth in Part I hereof
for the period 1 January 1965 through 30 June 1965.
FART IV - ROURS AND RATrS
a. It is anticipated that the Government will require the Contractor
to furnish approximately 261 man-hours of consulting services.
b. For the estimated man-hours of service performed hereunder the
Contractor shall be paid the applicable hourly rates as follows:
Engineer (Category 1)
(Letimated)
1;:4 gran-hours
6
$37.33 per man-hour
Lnginedr (Category 2)
(Letimated)
V2 man-hours
4
$30.66 per man-hour
Clerical (Category 3)
(Astimated)
55 man-hours
4
$ 8.72 per man-hour
c. The hourly rates specified above are fixed for the period from
inception of this contract through 30 June 1965. These rates include burden
and profit.
PART V - TRAVEL AND LIVING
The Contractor's personnel shall perform travel as required by the needs
of the contract or when requested by the Technical Representative of the
Contracting Officer. Prior approval of the Contracting Officer will not be
required. No fee will be applied on travel and living expenses when billed
by the Contractor.
PART VI - $UPiRVISION. UTILIZATION AND A ISTRATION
Contractor's personnel mast at all times be recognized as employees of
the Contractor and under administrative control of the Contractor. However,
such personnel in the performance of their services shall be guided by and
comply with the directions and requirements of the Contracting Officer or
his Technical Representative under whose authority services shall be performed
in a manner satisfactory to the Contracting Officer.
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PART VII - CONSIDIsRATICt AND PATM 2 T
a. In consideration of the Contractor's performance of the services
hereunder, the Contractor shall be paid at the rates not forth above in
accordance with the Clause, "Pants", of the attached General Provisions.
b. As of the date of the execution of this contract there has been
allocated for this contract the sum of 1O,00().JO. The total amount
payable to the Contractor under this contract shall not exceed this amount
without written authorization from the Contracting Officer. The Contractor
shall notify the Contracting Officer when 85% of the total allocated funds
above have been expended.
PART VIII - rAIVER OF R QUITS OF G MI AL PROVISIONS
Notwithstanding the requirementa of any of the General Provisions of
this contract to the contrary, whensoever the Contractor, in performance
of the work under this contract, shall find that the requirements of any
of the clauses of the General Provisions are in conflict with security
instructions issued to the Contractor by the Contracting Officer or by
his duly authorized representative for security matters; the Contractor
shall call the attention of the Contracting Officer to such conflicts and
the Contracting Officer or his duly authorized representative for security
matters shall (i) modify or rescind such security requirements or (ii) the
Contracting Officer shall issue to the Contractor a waiver of compliance with
the requirements of the General Provisions conflicting with such security
requirements. Any waiver of compliance with the General Provisions of this
contract issued by the Contracting Officer shall be in writing except that
approval by the Contracting Officer of any subcontract issued hereunder by
the Contractor shall be deemed to constitute approval of waiver of any
clause of the General Provisions in conflict with the stipulations of such
subcontract.
PART IX - SPF.CLMGM CT
The Contractor shall not reveal (I) the specific nature or any details
of the work being performed hereunder or (ii) any information whatsoever
with respect to the department of the Government sponsoring this contract
and the work thereunder except as the Contractor is directed or permitted to
reveal such information by the Contracting Officer or by his duly authorized
representative for security matters. And, notwithstanding any clause or
section of this contract as requiring or permitting divulgence of such
information to any person, public or private, or to any officer or department
of the Government without the express consent of the Contracting Officer
or his duly authorized representative for security matters.
PART X - ANTICIPATORY T
All costs which have been incurred by the Contractor on or after
1 January 1965 in anticipation of and prior to the signing of this contract
and which if incurred after the signing of this contract would have been
considered as items of allowable costs hereunder will be accepted by the
Contracting Officer as costs under this contract.
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FART XI - t 1 L T T I C 1 1 T G Gr PROY 5
a. Clause 16 thereof is deleted in its entirety and the following
clause is substituted therefor:
INSPECTION ANA #UAIT
(a) The Contractor agrees that its books and records and
its plant, or such parts thereof as may be engaged in the
performance of this contract shall at all reasonable times
be subject to inspection and audit when and to the extent
authorized by the Contracting Officer.
(b) The Contractor agrees to include in each of his sub-
contracts hereunder which is on a cost or a cost-plus-a-
fixed-fee or a price-redetermination basis, or a time-
and-material or labor-hour basis, provision for such audit
of such subcontracts by the Contractor. The Contractor
shall conduct an audit of any such subcontract when re-
quested to do so by the Contracting Officer*
b. Clause 17 thereof is deleted in its entirety and the following
clause is substituted therefore
"17. ZZ_AIIMTIW OF WORDS
The Contractor agrees that the Contracting Officer or
any of his duly authorized representative, shall, until
the expiration of three years after final payment under
this contract, have access to and the right to exandne
any directly pertinent books, documents, papers and records
of the Contractor involving transactions related to this
contract, including subcontracts hereunder.
c. Clause 19 thereof is smamded by deleting the word and figure
"Part II" in the first line thereof.
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D8-063-65
NAGOTIATBD CCUTRACT
{Aral #Uotric-Tempo
Santa Barbara, California
Contract fort See Schedule
Perforasaoe Period: See Scbedule
Administrative Data:
Contract No. GB-1465
Aa iunt t See Schedule
This contract is +eatsrsd into by and between the United States of Arica,
bereinafter salad the Govermeent, represented br the Contracting Officer
ez+ ttiad this eontrast, and the above need Contractor itish is a eorporat.iou,
incorporated in the State of New Tork hereinafter called the Contractor.
The parties hereto agree that the Contractor shall furnish the facilities and
deliver ail wpplise and perfora all the services sect forth in the attached
Schedule issued herswmler, for the coawiderstion stated therein.
The rights and vbli,ge-tions of the parties to this contract shall be subject to
and governed by the attached Schedule and the General Provisions. In the
event of caw into tistwsa~ between the 3dwdwlo and the General Provisions,
the Schedule .ball control.
IN !=Fg, the parties hba eto have .zecuted this contract as of
.rr rrrrr ..r . 1965.
Signatures 3
TITLE Manama- Mar sting
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GENERAL PROVISIONS
1. DEFINITIONS (Feb. 1962).-As used throughout this contract, the following terms shall have the meanings
set forth below:
(a) The term "head of the agency" or "Secretary" means the Secretary, the Under Secretary, any Assistant
Secretary, or any other head or assistant head of the executive or military department or other Federal agency;
4nd the term "his duly authorized representative" means any person or persons or board (other than the Contract-
ing Officer) authorized to act for the head of the agency or 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 who is a properly designated Contracting Officer; and the term includes,
except as otherwise provided in this contract, the authorized representative of a Contracting Officer acting within
the limits of his authority. The Commander of the Air Force activity to which any contractor personnel may be
assigned hereunder is hereby designated an authorized representative of the Contracting Officer with regard to con-
tractor personnel so assigned.
(c) Except as otherwise provided in this contract, the term "subcontracts" includes purchase orders under
this contract.
(d) The terms "contractor employee" and "contractor personnel" as used throughout this contract shall be
deemed to refer to all contract technical services personnel, including all of the specific types of technicians referred
to in the Schedule, and shall be defined as persons, such as advisers, instructors, or technical specialists, obtained
through the contractor to perform services pertaining to the operation and maintenance engineering of Air Force
equipment. The terms include both:
(I) "Technical representatives" who are employees of a manufacturer furnishing end items of equipment
to the Air Force, and furnishing services only in connection with such and items; and
(ii) "Contract technicians" who are employees of a commercial concern furnishing services to the Air
Force at least a part of which are in connection with end items not manufactured by the Contractor.
(e) The term "man month" as used herein shall be deemed to be the time devoted to the performance of
services hereunder by one contractor employee during a period of one calendar month.
(f) The term "continental limits of the United States" as used herein means any place within the territorial
limits of the 48 states (other than Alaska and Hawaii) and the District of Columbia.
(g) The term "domestic services" as used herein means services within the continental limits of the United
States.
(h) The term "overseas" as used herein means any place outside the continental limits of the United States.
2. CHANGES (Jul. 1955).-The Contracting Officer may, at any time, by a written order, and without notice to
the sureties, if any, make changes in or additions to drawings and specifications, issue additional instructions, re-
quire modified or additional work or services within the general scope of the contract, change the place of delivery
or method of shipment, or the amount of Government furnished property. If any such change causes an increase
or decrease in the cost of, or the time required for, performance of this contract, an equitable adjustment shall be
made in the contract price, or time of. performance, or both; and the contract shall be modified in writing accord-
ingly. Any claim by the Contractor for adjustment under this clause must be asserted within 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 under this contract. Failure to agree to any adjustment shall be a dispute concerning a ques-
tion of fact within the meaning of the clause of this contract entitled "Disputes." However, nothing in this clause
shall excuse the Contractor from proceeding with the contract as changed.
3. INSPECTION.-All services, material and workmanship, shall be subject to inspection and test by repre-
sentatives of the Government. For this purpose, the Contractor shall allow at all reasonable times inspectors and
other Government personnel free access to the plant and operations and shall furnish such facilities, supplies, and
services as may be required for this work.
4:' PAYMENTS (Jul. 1955).
(a) The Contractor shall be paid in monthly installments upon submission of properly certified invoices there-
for for services rendered and accepted less deductions, if any, as herein provided.
(b) Any payments in reimbursement of the cost of any transportation furnished by the Contractor for which
it is entitled to be reimbursed under paragraph (a) of the Clause hereof entitled "Services Furnished by the Gov-
ernment" shall be made upon the submission of properly certified invoices and other evidence satisfactory to the
Contracting Officer covering the expenditures for which reimbursement is so sought.
(c)' If this contract provides for overseas services, the domestic rates, if any, 'specified in the Schedule are ap-
plicable to that portion of the time necessary for travel between the Contractor's plant and the overseas site which
is spent within the continental limits of the United States.
* 5. ASSIGNMENT OF CLAIMS (Feb. 1962).
(a) Pursuant to the provisions of the Assignment of Claims Act bf 1940, as amended (31 U.S.C. 203, 41 U.S.C.
15), if this contract provides for payments aggregating $1,000 or more, claims for monies due or to become due the
Contractor from the Government under this contract may be assigned to a bank, trust company, or other financing
institution, including any Federal lending agency, and may thereafter be further assigned and reassigned to any
such institution. Any such assignment or reassignment shall cover all amounts payable under this contract and not
'w Changes to previous edition are marked with a star.
APPI 71-14. OCT Of = I
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already paid, and shall not be e to more than one party, except that any s* assignment or r assignment may
be. made to one party as agent trustee for two or more parties participating such financing. Unless otherw e
provided in this contract, payments to an assignee of any monies due or to become due under th s con ac sha 1
not, 16--the extent provided in said Act, as amended, be subject to reduction or set-off.
(b) In no event shall copies of this contract or of any plans, specifications, or other similar documents relat-
ing to work under this contract, if marked "Top Secret," "Secret," or "Confidential," be furnished to any assignee
of any claim arising under this contract or to any other person not entitled to receive the same. However, a copy
of any part or all of this contract so marked may be furnished, or any information contained therein may be dis-
closed, to such assignee upon the prior written authorization of the Contracting Officer.
* 6. FEDERAL, STATE, AND LOCAL TAXES (Aug. 1961). (The provisions of this clause shall be applicable
only if this Contract I. a negotiated contract in excess of $10,000.00)-
(-[(a) Except as may be otherwise provided in this contract, the contract price includes all applicable Federal,
St tte, and local taxes and duties.
(b) Nevertheless, with respect to any Federal excise tax or duty on the transactions or property covered by
phis contract, if a statute, court decision, written ruling, or regulation takes effect after the contract date, and-
(1) results in the Contractor being required to pay or bear the burden of any such Federal excise tax or
duty or increase in the rate thereof which would not otherwise have been payable on such tranactions or property,
the contract price shall be increased by the amount of such tax or duty or rate increase, provided the Contractor
warrants in writing that no amount for such newly imposed Federal excise tax or duty or rate increase was in-
cluded in the contract price as a contingency reserve or otherwise; or
(2) results in the Contractor not being required to pay or bear the burden of, or in his obtaining a refund
or drawback of, any such Federal excise tax or duty which would otherwise have been payable on such transactions
or property or which was the basis of an increase in the contract price, the contract price shall be decreased by the
mount of the relief, refund, or drawbacks or that amount shall be paid to the Government, as directed by the
Contracting Officer. The contract price shall be similarly decreased if the Contractor, through his fault or negli-
g~eence or his failure to follow instructions of the Contracting Officer, is required to pay or bear the burden of, or
clues not obtain a refund or drawback of any such Federal excise tax or duty.
(c) No adjustment of less than $100 shall be made in the contract price pursuant to paragraph (b) above.
(d) As used in paragraph (b) above, the term "contract date" means the date set for bid opening, or if this
is a negotiated contract, the contract date. As to additional supplies or services procured by modification to this
contract, the term "contract date" means the date of such modification.
(e) Unless there does not exist any reasonable basis to sustain an exemption, the Government upon the re-
quest of the Contractor shall, without further liability, furnish evidence appropriate to establish exemption from
any Federal, State, or local tax: provided that, evidence appropriate to establish exemption from any Federal excise
tax or duty which may give rise to either an increase or decrease in the contract price will be furnished only at the
discretion of the Government.
(f) The Contractor shall promptly notify the Contracting Officer of matters which will result in either an in-
crease or decrease in the contract price, and shall take action with respect thereto as directed by the Contracting
Officer.
# 7. DEFAULT (Jul. 1962).
(a) The Government may, subject to the provisions of paragraph (c) below, by written notice of default
to the Contractor, terminate the whole or any part of this contract in any one of the following circumstances:
(I) if the Contractor fails to make delivery of the supplies or to perform the services within the time
specified herein or any extension thereof; or
(ii) if the Contractor fails to perform any of the other provisions of this contract, or so fails to make
progress as to endanger performance of this contract in accordance with its terms, and in either of these two cir-
cumstances does not cure such failure within a period of 10 days (or such longer period as the Contracting Officer
may authorize in writing) after receipt of notice from the Contracting Officer specifying such failure.
(b) In the event the Government terminates this contract in whole or in part as provided in paragraph (a)
of this clause, the Government may procure, upon such terms and in such manner as the Contracting Officer may
deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the
Government for any excess costs for such similar supplies or services; provided, that the Contractor shall continue
the performance of this contract to the extent not terminated under the provisions of this clause.
(c) Except with respect to defaults of subcontractors, the Contractor shall not be liable for any excess costs
if the failure to perform the contract arises out of causes beyond the control and without the fault or negligence
of the Contractor. Such causes may include, but are not restricted to acts of God or of the public enemy, acts of
the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions,
strikes, freight embargoes, and unusually severe weather; but in every case the failure to perform must be beyond
the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the de-
fault of a subcontractor, and if such default arises out of causes beyond the control of both the Contractor and
subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for any excess
costs for-failure to perform, unless the supplies or services to be furnished by the subcontractor were obtainable
from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this contract is terminated as provided in paragraph (a) of this clause, the Government, in addition
to any other rights provided in this clause, may require the Contractor to transfer title and deliver to the Govern-
ment, in the manner and to the extent directed by the Contracting Officer, (I) any completed supplies, and (ti) such
partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and con-
tract rights (hereinafter called "manufacturing materials") as the Contractor has specifically produced or specifi-
cally acquired for the performance of such part of this contract as has been terminated; and the Contractor shall,
upon direction of the Contracting Officer, protect. and preserve property in possession of the Contractor in which
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the Government has an interest. Payment for completed supplies delivered to and accepted by the Government shall
be at the contract price. Payment for manufacturing materials delivered to and accepted by the Government and
for the protection and preservation of property shall be in an amount agreed upon by the Contractor and Contract-
ing Officer; failure to agree to such amount shall be a dispute concerning a question of fact within the meaning of
the clause of this contract entitled "Disputes." The Government may withhold from amounts otherwise due the Con-
tractor for such completed supplies or manufacturing materials such sum as the Contracting Officer determines to be
necessary to protect the Government against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this contract under the provisions of this clause, it is determined for any
reason that the Contractor was not in default under the provisions of this clause, or that the default was excusable
nder the provisions of this clause, the rights and obligations of the parties shall, If the contract contains a clause
roviding for termination for convenience of the Government, be the same as if the notice of termination had been
slued pursuant to such clause.
(f) The rights and remedies of the Government provided in this clause shall not be exclusive and are in addi-
tion to any other rights and remedies provided by law or under this contract.
8. DISPUTES (Jan. 1960).-(a) Except as otherwise provided in this contract, any dispute concerning a ques-
tion of fact arising under this contract which is not disposed of by agreement shall be decided by the Contracting
Officer, who shall reduce his decision to writing and mail 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 mails or otherwise furnishes to the Contracting Officer a written appeal addressed to the
Secretary. The decision of the Secretary or his duly authorized representative for the determination of such appeals
shall be final and ltoncluslve unless determined by a court of competent jurisdiction to have been fraudulent, or
oa riotous or arbitrary, or co grossly erroneous as neosssarily to Imply bad faith, or not supported b substantial
evidence. In connection with any appeal proceeding under this clause, the Contractor shall be afforded an opportu-
nity 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.
(b) This "Disputes" clause does not preclude consideration of law questions in connection with decisions pro-
vided for in paragraph (a) above: Provided, That nothing in this contract shall be construed as making final the
decision of any administrative official, representative, or board on a question of law.
9. CONVICT LABOR (Mar. 1949).-In connection with the performance of work under this contract, the Con-
tractor agrees not to employ any person undergoing sentence of imprisonment at hard labor.
10. WORK HOURS ACT OF 1962-OVERTIME COMPENSATION.-This contract, to the extent that it is of a
character specified in the Work Hours Act of 1962 (Public Law 87-581, 76 Stat. 357-360) and is not covered by
the Walsh-Healey Public Contracts Act (41 U.S.C. 35-46), is subject to the following provisions and to all other
provisions and exceptions of said Work Hours Act of 1962.
(a) No Contractor or subcontractor contracting for any part of the contract work shall require or permit
any laborer or mechanic to be employed on such work in excess of eight hours in any calendar day or in excess
of forty hours in any workweek unless such laborer or mechanic receives compensation at a rate not less than
one and one-half times his basic rate of pay for all hours worked in excess of eight hours in any calendar day or
in excess of forty hours in such workweek, whichever is the greater number of overtime hours.
(b) In the event of any violation of the provisions of paragraph (a), the Contractor and any subcontractor
responsible for such violation shall be liable to any affected employee for his unpaid wages. In addition, such Con-
tractor or subcontractor shall be liable to the United States for liquidated damages. Such liquidated damages shall
be computed, with respect to each individual laborer or mechanic employed in violation of the provisions of para-
graph (a), in the sum of $10 for each calendar day on which such employee was required or permitted to work
in excess of eight hours or in excess of forty hours in a workweek without payment of the required overtime wages.
(c) The Contracting Officer may withhold, or cause to be withheld, from moneys payable on account of work
performed by the Contractor or subcontractor, the full amount of wages required by this contract and such sums
as may administratively be determined to be necessary to satisfy any liabilities of such Contractor or subcontrac-
tor for liquidated damages as provided in paragraph (b).
* 11. NONDISCRIMINATION IN EMPLOYMENT (Jul. 1962).
In connection with the performance of work under this contract, the Contractor agrees as follows:
(a) The Contractor will not discriminate against any employee or applicant for employment because of race,
creed, color, or national origin. The Contractor will take affirmative action to ensure that applicants are employed,
and that employees are treated during employment, without regard to their race, creed, color, or national origin.
Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; re-
cruitment 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 in conspicuous places, available to
employees and applicants for employment, notices to be provided by the Contracting Officer setting forth the pro-
visions of this Nondiscrimination in Employment clause.
(b) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Con-
tractor, state that all qualified applicants will receive consideration for employment without regard to race, creed,
color, or national origin.
(c) The Contractor will send to each labor union or representative of workers with which he has a collective
bargaining agreement or other contract or understanding, a notice, to be provided by the Contracting Officer, ad-
vising the said labor union or workers' representative of the Contractor's commitments 'under this section, and
shall post copies of the notice in conspicuous places available to employees and applicants for employment.
(d) The Contractor will comply with all provisions of Executive Order No. 10925 of March 6, 1961, and of the
rules regulations, and relevant orders of the President's Committee on Equal Employment Opportunity in effect
as of the date of this contract.
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(e) The Contractor will fc 'h all information and reports required by F ^!utive Order 10926 of March 6,
1961, and by the rules, regulati, , and orders of the said Committee, or purs thereto, and will permit access
to his books, records, and accounts by the contracting agency and the Committee for purposes of investigation to
ascertain compliance with such rules, regulations, and orders.
(f) In the evert of the Contractor's noncompliance with the Nondiscrimination in Employment clause of this
contract or with any of the said rules, regulations, or orders, this contract may be cancelled in whole or in part
and the Contractor may be declared ineligible for further Government contracts in accordance with procedures
authorized in Executive Order No. 10925 of March 6, 1961, and such other sanctions may be imposed and remedies
invoked as provided in the said Executive Order or by rule, regulation, or order of the President's Committee on
Equal Employment Opportunity, or as otherwise provided by law.
(g) The Contractor will include the provisions of the foregoing paragraphs (a) through (f) In every sub-
contract or purchase order unless exempted by rules, regulations, or orders of the President's Committee on Equal
Employment Opportunity issued pursuant to section 303 of Executive Order No. 10925 of March 6, 1961, so that such
provisions will be binding upon each subcontractor or vendor.' The Contractor will take such action with respect
to any subcontract or purchase order as the contracting agency may direct as a means of enforcing such provisions,
including sanctions for noncompliance: Provided, however, that in the event the Contractor becomes involved in,
or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the contracting
agency, the Contractor may request the United States to enter into such litigation to protect the interests of the
United States.
* The President's Committee on Equal Employment Opportunity interprets the first sentence of paragraph (g) to
mean that the Contractor will include the provisions of the foregoing paragraphs (a) through (f) in every first-tier
subcontract or purchase order, so that such provisions will be binding upon each such subcontractor or vendor, and
Will require each first-tier subcontractor or vendor similarly to include the provisions of paragraphs (a) through
(f) in any subcontract or purchase order which he places, unless exempted by rules, regulations, or orders of the
President's Committee on Equal Employment Opportunity issued pursuant to section 303 of Executive Order 10925
of March 6, 1961.
12. OFFICIALS NOT TO BENEFIT (Jul. 1949).-No member 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 be construed to extend to this contract if made with a corporation for its general benefit.
ing agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for
a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established com-
mercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or viola-
tion of this warranty the Government shall have the right to annul this contract without liability or In its discretion
to deduct from the contract price or consideration, or otherwise recover, the full amount of such commission, per-
centage, brokerage, or contingent fee.
14. TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (Oct. 1967).-(a) The performance of
work under this contract may be terminated by the Government in accordance with this clause in whole, or from
time to time in part, whenever the Contracting Officer shall determine that such termination is in the best interests
of the Government. Any such termination shall be effected by delivery to the Contractor of a Notice of Termination
specifying the extent to which performance of work under the contract is terminated, and the date upon which
such termination becomes effective.
(b) After receipt of a Notice of Termination, and except as otherwise directed by the Contracting Officer, the
Contractor shall (1) discontinue all work to the extent and on the dates specified in such Notice; (2) proceed
promptly with the return to its plant of such of its Contractor personnel as may be covered by said Notice; and
(3) transfer title and deliver to the Government, in the manner, and to the extent and at the times directed by
the Contracting Officer, the completed and partially completed work, material, plans, drawings, data, information,
reports, and other property produced as a part of, or acquired in connection with the performance of the work
terminated in such Notice.
(c) Upon termination of work, as provided in this clause, the Contractor shall, in respect to such Contractor
Personnel as may be covered by said Notice of Termination, be paid that part of the fixed price set forth in the
clause of this contract entitled "Payments" which has accrued for services rendered hereunder up to the effective
date of such Notice, and for time necessary for such Contractor Personnel to return to the plant of the Contractor
after the effective date of said Notice and any other amounts properly owing to the Contractor under said "Pay-
ments" clause which are theretofore unpaid. If, at the date of said Notice, certain costs have actually been in-
curred by the Contractor in connection with the contract preliminary to the departure of the Contractor Personnel
covered by said Notice of Termination from the plant of the Contractor which are allocable to the entire period of
performance contemplated hereunder, the Government will pay to the Contractor such sum as the Contracting Officer
and the Contractor may agree is properly allocable to the terminated portion of the contract. Settlement under the
provisions of this paragraph (c) shall be evidenced by a Supplemental Agreement to the contract. In the event
of the failure of the Contractor and the Contracting Officer to agree upon the whole amount to be paid to the Con-
tractor by reason of the termination of work pursuant to this clause, the Contracting Officer shall determine, on
the basis of information available to him, the amount, If any, due to the Contractor by reason of the termination
and shall pay to the Contractor the amount so determined.
(d) Any dispute arising out of the termination of the contract under this clause shall be decided In accordance
with the procedure prescribed in the "Disputes" clause hereof.
15. SUBCONTRACTS FOR WORK OR SERVICES.-No contract shall be made by the Contractor with any
other party for furnishing any of the work or services herein contracted for without the written approval of the
Contracting Officer, but this provision will not be taken as requiring the approval of contracts of employment be-
tween the Contractor and personnel assigned for services thereunder.
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16. INSPECTION AND AUDIT (Jul. 1948).-(a) The Contractor agrees that its books and records and its plant,
or such parts therelof as may be engaged in the performance of this contract shall at all reasonable times be subject
to inspection and audit by any authorized representative of the department.
(b) The Contractor shall cause a like provision to be included in all subcontracts hereunder.
'17. EXAMINATION OF RECORDS (Feb. 1962).-(The provisions of this clause shall be applicable only If this
contract is a negotiated contract in excess of $2,500.)-(a) The Contractor agrees that the Comptroller General of
the United States or any of his duly authorized representatives shall, until the expiration of three (3) years after
ftital payment under this contract, have access to and the right to examine any directly pertinent books, documents,
pipers, and records of the Contractor involving transactions related to this contract.
(b) The Contractor further agrees to include in all his subcontracts hereunder a provision to the effect that
the subcontractor agrees that the Comptroller General of the United States or any of his duly authorized repre-
sentatives shall, until the expiration of three (3) years after final payment under the subcontract have access to
and the right to examine any directly pertinent books, documents, papers, and records of such subcontractor in-
volving transactions related to the subcontract. The term "Subcontract" as used in this clause excludes (1) pur-
chase orders not exceeding $2,600 and (ii) subcontracts or purchase orders for public utility services at rates
established for uniform applicability to the general public.
18. GRATUITIES (Mar. 1$52).-(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 the Contractor, or any agent or representative of the Contractor, to any 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 representa-
tive) which shall be not less than three nor more than ten times the cost incurred by the Contractor in providing
any such gratuities to any such officer or employee.
'(c) The rights and remedies of the Government provided in this clause shall not be exclusive and are In
addition to any other rights and remedies provided by law or under this contract.
19. CONTRACTOR PERSONNEL (Mar. 1960).-(a) Subject to the provisions of PART 11 of the Schedule, the
number of contractor personnel and the number of man-months specified in the Schedule may be exceeded with the
prior written approval of the Contracting Officer, but only to the extent necessary to provide continuous service in
the event that a transfer, reassignment, or other cause would result in an interruption of service.
(b) Contractor personnel will normally be assigned to major air command headquarters. Such personnel shall
perform services at such places within the command as the Contracting Officer may direct.
(c) The Contractor shall be responsible for selecting personnel who are well qualified to perform the required
services, for supervising techniques used in their work, and for keeping them informed of all improvements, changes
and methods of operations.
- (d) Contractor personnel, upon assignment, either within the continental limits of the United States or
overseas, are subject to call 24 hours a day. Normally they will perform their assigned duties on the same
daily and hourly basis as the personnel of the organization to which they are assigned. Holidays will be observed
in accordance with the direction of the Commander of the air activity to which Contractor personnel are assigned.
In the event that a Contractor employee is required to perform services hereunder on an observed holiday, reim-
bursement shall be made as provided in the Schedule.
(e) The Contractor shall be required to furnish a replacement for any Contractor personnel who may be
returned to the Contractor's plant or become incapacitated or die or otherwise be unable to complete performance
hereunder prior to the expiration of the period of performance, unless otherwise agreed upon by the parties hereto.
(f) The Contractor shall furnish all necessary equipment, salaries and wages of its personnel, all costs of
subsistence and lodging, costs of passports, insurance, and any and all other costs in connection with the services to
be rendered hereunder except as otherwise provided in the Clause hereof entitled "Services Furnished by the
Government."
(g) The Contractor, promptly after receipt of official notice from the Contracting Officer that the services
of Contractor personnel are required hereunder, shall furnish in writing to the Contracting Officer the name of
each person assigned by the Contractor under this contract, his qualifications, his security clearance, and such
other pertinent information as the Contracting Officer may request. The Contractor shall have the right to replace
or transfer its personnel and to substitute other qualified personnel in lieu thereof; provided, however, that such
transfers or reassignments will not be due cause for a break in services rendered and that such replacements or
transfers have been coordinated with the Contracting Officer. Any transfers or reassignments for the convenience
of the Contractor, including travel and training cost of replacement personnel, shall be at the Contractor's expense.
Transfers and reassignments of personnel shall be construed as being for the convenience of the Contractor unless
directed or approved by the Contracting Officer or his authorized representative. The selection of personnel by
the Contractor shall be subject to approval of the Contracting Officer.
(h) The Contracting Officer may, if he finds it to be in the best Interest of the Government, direct the Con-
tractor to remove, and the Contractor shall remove, any employee from an assignment to perform services under
this contract. ?
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(1) The Contractor shall fut to and file with the Contracting Officer sue' opies of the Employment Con-
tracts, if any, entered into with tractor personnel engaged in performing ti. ervices to be rendered under
this contract, as may be required by the Contracting Officer.
(j) Personnel employed by the Contractor hereunder and sent overseas shall be accredited to the United States
Air Force with a recognized status under the Hague Regulations and the Geneva Covenants, shall be given
proper credentials and identification cards, shall wear a uniform when prescribed by the theater commander, shall
be subject to appropriate recognition under the rules of war, and shall be subject to such regulations as have been
or ay hereafter be issued by the United States Air Force governing Contractor personnel serving with the United
Stales Air Force in foreign theaters of operation. %
X20. PERIOD OF PERFORMANCE (Nov. 1958).-(a) The services shall be performed during the period set
fe th in PART III of the Schedule, but the time of starting and ending performance and the number of Contractor
sonnel furnished at any time shall be as directed by the Contracting Officer.
(b) It is understood that time necessary for Contractor personnel to proceed from the plant or plants of the
Contractor to the site or sites for the performance of services hereunder shall be considered as time spent in the
performance of services hereunder. It is also understood that time necessary for the transfer of Contractor per-
ponnel 'between different sites for the performance of services hereunder and time necessary for the return of
itch personnel to the plant of the Contractor shall be considered as time spent in the performance of services
hereunder.
* 21. SERVICES FURNISHED BY THE GOVERNMENT (Oct. 1962).-In connection with services to be rendered
eunder, the Government shall furnish and supply to the Contractor the following facilities and services:
(a) Suitable transportation for Contractor personnel and their baggage and for any equipment to be furnished
by, the Contractor hereunder from the Contractor's plant to the site or sites of work, at any site of work while
on.' official business, between sites of work, and. return to the plant of the Contractor. In the event of failure by
the Government to furnish suitable transportation, the Contractor shall furnish such transportation, and the Gov
ernment will reimburse the Contractor for the actual and reasonable cost of such transportation, provided the
same has been approved as provided in this pars, graph. All travel of Contractor personnel will require prior approval
from the Commander of the major Air Command having operating responsibility in connection with this contract,
eXcept that prior approval of nonexpense travel in connection with the unit mission is not required.
(b) Use of Government communication facilities for. the exchange of messages between Contractor personnel
and the Contractor, where and when available if the Contractor is unable to procure commercial communication
services; but the use thereof shall be subject to the regulations of the Representatives of the Government in charge
thereof.
(c) Use of Government services and agencies in the transmittal of funds to Contractor personnel and as a
medium of commercial exchange for said personnel when adequate commercial services and facilities are not
available.
(d) Contractor personnel assigned to Air Force activities will be accorded the same privileges as military com-
pany grade officers with regard to bachelor officer quarters, local transportation and messing, when available.
Emergency medical facilities may be furnished as prescribed by applicable regulations.
22. MILITARY SECURITY REQUIREMENTS (Jun. 1958).-(a) The provisions of this clause shall apply to
the extent this contract involves access to information classified "Confidential" including `,'Confidential-Modified
Handling Authorized" or higher.
(b) The Government shall notify the Contractor of the security classification 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), or other written notification.
(c) To the extent the Government has indicated as of the date of this contract or thereafter indicates 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 date of this contract, and any modification to the Security
Agreement for the purpose of adapting the Manual to the Contractor's business; and
(ii) any amendments to said Manual made after the date of this contract, notice of which has been fur-
nished to the Contractor by the Security Office of the Military Department having security cognizance over the
facility.
(d) Representatives of the'Military Department having security cognizance over the facility and representa-
tives of the Contracting Military Department shall have the right to inspect at reasonable intervals the proce-
dures, methods, and facilities utilized by the Contractor in complying with the security requirements under this
contract. Should the Government, through these representatives, determine that the Contractor is not complying
with the security requirements of this contract, the Contractor shall be informed in writing by the Security Office
of the cognizant Military Department of the proper action to be taken in order to effect compliance with such
requirements.
(e) If subsequent to the date of this contract, the security classifications or security requirements under this
contract are changed by the Government as provided in this clause and the, security costs under this contract
are thereby increased or decreased, the contract price shall be subject to an equitable adjustment by reason of
such increased or decreased costs. Any equitable adjustment shall be accomplished in the same manner as if such
(f) The Contractor agrees to insert, in all subcontracts hereunder which involve access to classified infor-
mation, provisions which shall conform substantially to the language of this clause, including this paragraph (f)
but excluding the last sentence of paragraph (e) of this clause.
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(g) The Contractor also agrees that it shall determine that any subcontractor proposed by it for the fur-
41shing of supplies and services which will involve access to classified information in the Contractor's custody has
been granted an appropriate facility security clearance, which is still in effect, prior to being accorded access to
pch classified information.
41 23. GOVERNMENT-FURNISHED PROPERTY (Nov. 1961).
(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,
1n sufficient time 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 occasioned the Contractor thereby, and
shall equitably adjust the delivery or performance dates or the contract price, or both, and any other contractual pro.
vision affected by such delay, in accordance with the procedures provided for in the clause of this contract entitled
"Changes." In the event the Government-furnished 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, its
directed by the Contracting Officer, either (i) return such property at the Government's expense or otherwise dis-
poae o! the propert y, or (ii) effect repairs or modifications. Upon the completion of (I) or (ii) above, the Contract-
ing Officer upon written request of the Contractor shall equitably adjust the delivery or performance dates or the
contract price, or both, and any other contractual provision affected by the rejection or disposition, or the repair
or modification, in accordance with the procedures provided for in the clause of this contract entitled "Changes."
The foregoing provisions for adjustment are exclusive and the Government shall not be liable to suit for breach 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) By notice in writing the Contracting Officer may decrease the property furnished or to be furnished by the
Government under this contract. In any such case, the Contracting Officer upon the written request of the Contrac-
tor shall equitably adjust the delivery or performance dates or the contract price, or both, and any other contractual
provisions affected by the decrease, in accordance with the procedures provided for in the clause of this contract
entitled "Changes."
(c) Title to the Government-furnished Property shall remain in the Government. Title to Government-furnished
Property shall not be affected by the incorporation or attachment thereof to any property not owned by the Gov-
ernment, nor shall such Government-furnished Property, or any part thereof, be or become a fixture or lose its
identity as personalty by reason of affixation to any realty. The Contractor shall comply with the provisions of
the "Manual for Control of Government Property in Possession of Contractors" (Appendix B, Armed Services Pro-
curement Regulation) as in effect on the date of the contract, which Manual is hereby incorporated by reference
and made a part of this contract.
(d) The Government-furnished Property shall, unless otherwise provided herein, be used only for a perform-
ance of this contract.
(e) The Contractor shall maintain and administer, in accordance with sound industrial practice, a program for
the maintenance, repair, protection and preservation of Government-furnished Property, until disposed of by the
Contractor in accordance with this clause. In the event that any damage occurs to Government-furnished Property
the risk of which has been assumed by the Government under this contract, the Government shall replace such items
or the Contractor shall make such repair of the property as the Government directs: provided, however, that if
the Contractor cannot effect such repair within the time required, the Contractor shall dispose of such property in
the manner directed by the Contracting Officer. The contract price includes no compensation to the Contractor for
the performance of any repair or replacement for which the Government is responsible, and an equitable adjust-
ment will be made in the contract price for any such repair or replacement of Government-furnished Property made
at the direction of the Government. Any repair or replacement for which the Contractor is responsible under the
provisions of this contract shall be accomplished by the Contractor at his own expense.
(f) (1) Except for loss, destruction or damage resulting from a failure of the Contractor due to willful mis-
conduct or lack of good faith of any of the Contractor's managerial personnel as defined herein, to maintain and
administer the program for the maintenance, repair, protection and preservation of the Government-furnished Prop-
erty as required by paragraph (e) hereof, and except as specifically provided in this contract, the Contractor shall
not Abe liable for lose or destruction of or damage to the Government-furnished Property-
(I). caused by any peril while the property is in transit off the Contractor's premises, or
(ii) caused by any of the following perils while the property is on the Contractor's or subcontractor's prem-
ises, or on any other premises where such property may properly be located, or by removal therefrom
because of any of the following perils:
(A) Fire; lightning, windstorm, cyclone, tornado, hail; explosion; riot, riot attending a strike, civil com-
motion; vandalism and malicious mischief; sabotage; aircraft or objects falling threfrom; vehicles run-
ning on land or tracks, excluding vehicles owned or operated by the Contractor or any agent or employee
{ of the Contractor; smoke; sprinkler leakage; earthquake or volcanic eruption; flood, meaning thereby
rising of a body of water; hostile or warlike action, including action in hindering, combating, or de-
fending against an actual, impending or expected attack by any government or sovereign power (de
jure or de facto), or by any authority using military, naval, or air forces; or by an agent of any
such government, power, authority, or forces; or
(B) Other peril, of a type not listed above, if such other peril is customarily covered by insurance (or by
a reserve for self-insurance) in accordance with the normal practice of the Contractor, or the prevail-
ing practice in the industry in which the Contractor is engaged with respect to similar property in the
same general locale.
The perils as set forth in (1) and (ii) above are hereinafter called "excepted perils."
This clause shall not be construed as relieving a subcontractor from liability for loss or destruction of or damage
to the Government-furnished Property while in his possession or control, except to the extent that the subcontract,
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with the prior approval of the tracting Officer, may provide for the relief of subcontractor from such liability.
In the absence of such approval,, the subcontract shall contain appropriate provisions requiring the return of all
Government-furnished Property in as good condition as when received, except for reasonable wear and tear or for
the utilization of the property in accordance with the provisions of the prime contract.
The term "Contractor's managerial personnel" as used herein means the Contractor's directors, officers and any
of his managers, superintendents, or other equivalent representatives who have supervision or direction of-
(I) all or substantially all of the Contractor's business;
(ii) all or substantially all of the Contractor's operation at any one plant or separate location at which the
contract is being performed;
(iii) a separate and complete major industrial operation in connection with the pehformance of this contract.
(2) The Contractor represents that he is not including in the price hereunder, and agrees that he will not
hereafter include in any price to the Government, any charge or reserve for insurance (including self-insurance
funds or reserve) covering loss or destruction of or damage to the Government-furnished Property caused by any
excepted peril.
(3) Upon the happening of loss or destruction of or damage to any Government-furnished Property caused
by an excepted peril, the Contractor shall notify the Contracting Officer thereof, and shall communicate with the Loss
and Salvage Organization, if any, now or hereafter designated by the Contracting Officer, and with the assistance
of the Loss and Salvage Organization so designated (unless the Contracting Officer has directed that no such or-
ganization be employed), shall take all reasonable steps to protect the Government-furnished Property from further
damage, separate the damaged and undamaged Government-furnished Property, put all the Government-furnished
Property in the beat possible order, and furnish to the Contracting Officer a statement of:
(I) the lost, destroyed and damaged Government-furnished Property;
(ii) the time and origin of the loss, destruction or damage;
(iii) all known interests in commingled property of which the Government-furnished Property is a part; and
(iv) the insurance, if any, covering any part of or interest in such commingled property.
The Contractor shall be reimbursed for the expenditures made by him in performing his obligations under this sub-
paragraph (3) (including charges made to the Contractor by the Loss and Salvage Organization, except any of
such charges the payment of which the Government has, at its option, assumed directly), to the extent approved by
the Contracting Officer and set forth in a Supplemental Agreement.
(4) With the approval of the Contracting Officer after loss or destruction of or damage to Government.
furnishedd Property, and subject to such conditions and limitations as may be imposed by the Contracting Officer,
the Contractor may, in order to minimize the loss to the Government or in order to permit resumption of business or
the like, sell for the account of the Government any item of Government-furnished Property which has been damaged
.beyond practicable repair, or which is so commingled or combined with property of others, including the Contractor,
that separation is impracticable.
(5) Except to the extent of any loss or destruction of or damage to Government-furnished Property for
which the Contractor is relieved of liability under the foregoing provisions of this clause, and except for reasonable
wear and tear or depreciation, or the utilization of the Government-furnished Property in accordance with the pro-
visions of this contract, the Government-furnished Property (other than property permitted to be sold) shall be
returned to the Gov rnment in as good condition as when received by the Contractor in connection with this
contract, or as repai*ed under paragraph (e) above.
(6) In the event the Contractor is reimbursed or compensated for any loss or destruction of or damage to
the Government-furnished Property, caused by an excepted peril, he shall equitably reimburse the Government.
The Contractor shall do nothing to prejudice the Government's rights 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 assistance and cooperation (including the prosecution of suit and the exe-
cution of instruments of assignment in favor of the Government) in obtaining recovery. In addition, where a subcon-
tractor has not been relieved from liability for any loss or destruction of or damage to the Government furnished
Property, the Contractor shall enforce the liability of the subcontractor for such loss or destruction of or damage
to the Government-furnished Property for the benefit of the Government.
(g) The Government shall at all reasonable times have access to the premises wherein any Government-
furnished Property is located.
(h) Upon the completion of this contract, or at such earlier dates as may be fixed by the Contracting Officer,
the Contractor shall submit, in a form acceptable to the Contracting Officer, inventory schedules covering all items
of Government-furnished Property not consumed in the performance of this contract (including any resulting scrap)
or not theretofore delivered to the Government, and shall deliver or make such other disposal of such Government-
furnished Property, as may be directed or authorized by the Contracting Officer. The net proceeds of any such dis-
posal shall be credited to the contract price or shall be paid in such other manner as the Contracting Officer may
direct.
(i) Directions of the Contracting Officer and communications of the Contractor issued pursuant to this clause
shall be in writing.
(j) Such equipment, services, and facilities as are to be furnished and paid for by the Contractor under the
provisions of the clause hereof entitled "Contractor Personnel," if not commercially available to the Contractor
after the Contractor has made every effort to procure the same, may be furnished by the Government. Such equip-
ment, services, and facilities, when supplied by the Government for the Contractor personnel shall be approximately
of the same standard as supplied to military company grade officers of the United States Air Force. In the event
that such equipment, services, and facilities are supplied by the Government, an equitable adjustment of the fixed
price to be paid to the Contractor hereunder shall be made by the Qontracting Officer and the contract amended
accordingly. Such equipment and facilities shall be considered Government-furnished property and subject to the
provisions of this clause.
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tractor has knowle ge.
(a) a on rac or a a p
notice or claim of patent or copyright infringement based on the performance of this contract of which the Con-
25. NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT (Feb. 1962).
The provisions of this clause shall be applicable only if the amount of this contract exceeds $10,000.
Th f, t t h 11 re ort to the Contracting Officer promptly and in reasonable written detail, each
Z4. IG~I~r.uJuna1.JU lv- .o.,..,.-%a,
o tiation Act of 1951 (50 U.S.C. App. 1211; et seq.), as amended, and to any subsequent Act of Congress providing
r the renegotiation of contracts. Nothing contained in this clause shall impose any renegotiation obligation with
ifeapect to this contract or any subcontract hereunder which is not imposed by an Act of Congress heretofore or
h~eereafter enacted. Subject to the foregoing this contract shall be deemed to contain all the provisions required by
election 104 of the Renegotiation Act of 1961, and by any such other act, without subsequent contract amendment
rpecific~lly incorporating such provisions,
(b) The Contractor agrees to insert the provisions of this clause, including this paragraph (b) in all subcon-
tracts as that term is defined in Section 103g of the Renegotiation Act of 1951, as amended.
\II All LIIC CVVIIY VA a. IJ Duna w6o...vv -..a. -..........
has been instituted, on account of any alleged patent or copyright infringement arising out of the performance of
this contract or out of the use of any supplies furnished or work or services performed hereunder, the Contractor
shall furnish to the Government, 11 on request, all evidence and information in possession of the Contractor pertain-
ng to such suit or claim. Such evidence and information shall be furnished at the expense of the Government except
n n those cases in which the Contractor has agreed to indemnify the Government against the claim being asserted.
26. DATA (Feb. 1962).
(a) The term "Subject Data" as used herein includes writings, sound recordings, pictorial reproductions, draw-
Inge or other graphical representations, and works of any similar nature (whether or not copyrighted) which are
specified to be delivered under this contract. The term does not include financial reports, cost analyses, and other
information incidental to contract administration.
(b) The Contractor agrees to and does hereby grant to the Government, and to its officers, agents, and em-
ployees acting within the scope of their official duties, a royalty-free, nonexclusive and irrevocable license through-
out the world for Government purposes to publish, translate, reproduce, deliver, perform, dispose of, and to author-
ize others so to do, all Subject Data now or hereafter covered by copyright.
(c) The Contractor shall not include in the Subject Data any copyrighted matter, without the written approval
of the Contracting Officer, unless he provides the Government with the written permission of the copyright owner
for the Government to use such copyrighted matter in the manner provided in paragraph (b) above.
(d) The Contractor shall report to the Contracting Officer, promptly and in reasonable written detail, each
jlotice or claim of copyright infringement received by the Contractor with respect to all Subject Data delivered
;'under this contract.
strued as affecting the scope of any license or other right otherwise granted to the Government under any patent.
(f) Unless otherwise limited below, the Government may duplicate, use,,and disclose in any manner and for
any purpose whatsoever, and have others so do, all Subject Data delivered under this contract.
(g) The Contractor recognizes that the Government, or a foreign government with funds derived through the
Mutual Security Program or otherwise through the United States Government, may contract for property or services
with respect to which the vendor may be liable to the Contractor for charges for the use of Subject Data on ac-
count of such a contract. The Contractor further recognizes that it is the policy of the Government not to pay
in connection with its contracts, or to allow to be paid in connection with contracts made with funds derived through
the Mutual Security Program or otherwise through the United States Government, charges for data which the Gov-
ernment has a right to dse and disclose to others, or which is in the public domain, or with respect to which the
Government has been placed in possession without restrictions upon its use and disclosure to others. This policy
does not apply to reasonable reproduction, handling, mailing, and similar administrative costs incident to the fur-
nishing of such data. In recognition of this policy, the Contractor agrees to participate in and make appropriate
arrangements for the exclusion of such charges from such contracts or for the refund of amounts received by the
Contractor with respect to any such charges not so excluded.
(h) Notwithstanding any provisions of this contract concerning inspection and acceptance, the Government
shall have the right at any time to modify, remove, obliterate or ignore any marking not authorized by the terms
of this contract on any piece of Subject Data furnished under this contract.
,* 27. DATA-WITHHOLDING OF PAYMENT (Apr. 1962).
If "Subject Data" (as defined in the clause of this contract entitled "Data"), or any part thereof, is not delivered
within the time specified by this contract or is deficient upon delivery (including having restrictive markings not
specifically authorized by this contract), the Contracting Officer may, until such data is delivered or deficiencies are
corrected, withhold payment to the Contractor of ten percent (10%) of the contract price unless a lesser withhold-
ing is specified in the schedule. Payments shall not be withheld nor any other action taken pursuant to this clause
where the Contractor's failure to make timely delivery or to deliver data without deficiencies arises out of causes
beyond the control and without the fault or negligence of the Contractor within the meaning of the clause hereof
entitled "Default." The withholding of any amount or subsequent payment thereof to the Contractor shall not be
construed as a waiver of any rights accruing to the Government under this contract.
28. TECHNICAL INFORMATION (Oct. 1958).-(The provisions of the following clause entitled "Technical
Information" shall be applicable only to work required by this Contract which is to be performed outside the United
States, its territories, its possessions or Puerto Rico.)
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The Government may duplicate, dae, and disclose in any manner for its Bove. ..ental purposes, including delivery
to other governments for the furtherance of mutual defense of the United States Government and such other
governments, all or any part of the technical information including reports, drawings, blueprints, and other data
specified to be delivered by the Contractor to the Government under this contract.
29. REPORTING OF ROYALTIES (FOREIGN) (Jan. 1962).-(The provisions of the following clause entitled
"Reporting of Royalties (Foreign)" shall be applicable only to work required by this contract which is to be per-
formed outside the United States, its territories, its possessions or Puerto Rico.)
If this contract is in an amount which exceeds $50,000, the Contractor shall report in writing to the Contracting
Officer during the performance of this contract the amount of royalties paid or to be paid by the Contractor di-
rectly to others in the performance of this contract. The Contractor shall also (I) furnish in writing any additional
information relating to such royalties as may be requested by the Contracting Officer and (ii) insert a provision
similar to this clause in any subcontract hereunder which involves an amount in excess of the equivalent of fifty
thousand United States dollars.
30. INTEREST (Feb. 1962).
Notwithstanding any other provision of this contract, unless paid within 30 days all amounts that become payable
by the Contractor to the Government under this contract (net of any applicable tax credityunder the Internal Revenue
Code) shall bear interest at the rate of six percent per annum from the date due until paid, and shall be subject to
the adjustments as provided by Part 6 of Appendix E of the Armed Services Procurement Regulation, as in effect
on the date of this contract. Anypunts shall be due upon the earliest one of (I) the date fixed pursuant to this
contract, (ii) the date of the first demand for payment, (iii) the date of a supplemental agreement fixing the amount,
or (iv) if this contract provides for revision of prices, the date of written notice to the Contractor stating the
amount of refund payable in connection with a pricing proposal or in connection with a negotiated pricing agree-
ment not confirmed by contract supplement.
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