NEGOTIATED CONTRACT

• Document Type: CREST
• Collection: General CIA Records
• Document Number (FOIA) /ESDN (CREST): CIA-RDP78-03330A004200080003-0
• Release Decision: RIPPUB
• Original Classification: S
• Document Page Count: 44
• Document Creation Date: December 27, 2016
• Document Release Date: May 8, 2014
• Sequence Number: 3
• Publication Date: June 14, 1960
• Content Type: FORM

Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0 (1
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NEGOTIATED CONTRACT
CONTRACT/TASK ORDER NO.
I
Contract No.
50X
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ISSUING
OFFICE
NAME
ADDRESS
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50X
CONTRACTOR
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NAME
ADDRESS
50X
CONTRACT FOR
-
Research and development as specified in task orders.
AMOUNT
Specified in
Task Orders
MAIL INVOICES TO
Issuing Office
APPROPRIATION AND OTHER ADMINISTRATIVE DATA
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This negotiated contract is entered into pursuant to Statutory Authority and any required determination and
findings have been made.
THIS CONTRACT is entered into as of 14 June 19_60_, by and between the United
,
States of America hereinafter called the Government, represented by the Contracting Officer executing th
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contract and_
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(i) a corporation organized and existing under the laws of the State of_
50X
(ii) a partnership consisting of
(iii) an individual trading as
hereinafter called the Contractor. The parties hereto agree that the Contractor shall furnish and deliver all
the supplies and perform all the services set forth in the attached Schedule, for the consideration stated
therein.
NOTICE
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This material contains information affecting the National Defense of the United
States within the meaning of the Espionage Laws, Title 18, U.S.C. Secs. 793 and
794, the transmission or revelation of which in any manner to an unauthorized
person is prohibited by law.
CONFIDENTIAL
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Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
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GENERAL PROVISIONS
(COST?PLUS?FIXED?FEE RESEARCH AND DEVELOPMENT CONTRACT)
INDEX
ARTICLE
PAGE
ARTICLE
PAGE
ALLOWABLE COST: FIXED FEE,
NEW FEATURES OF DESIGN
25
34
AND PAYMENT
4
2
NONDISCRIMINATION IN
ALTERATIONS
39
39
EMPLOYMENT
29
36
ASSIGNMENT OF CLAIMS
35
38
NOTICE AND ASSISTANCE REGARD-
AUTHORIZATION AND CONSENT
20
26
ING PATENT INFRINGEMENT
21
26
BUY AMERICAN ACT
34
37
NOTICE TO THE GOVERNMENT OF
CHANGES
11
10
LABOR DISPUTES
31
36
CONVICT LABOR
26
35
OFFICIALS NOT TO BENEFIT
36
38
COVENANT AGAINST CONTINGENT
PATENT RIGHTS
22
26
FEES
37
38
PRIORITIES, ALLOCATIONS AND
DATA
24
33
ALLOTMENTS
33
3
DEFINITIONS
1
1
RECORDS
DELAY IN DELIVERY OF DATA
17
19
REPORTS OF WORK
19
DISPUTES
12
11
SCOPE OF WORK
2
2
EIGHT HOUR LAW OF 1912
28
35
SECURITY
9
9
EXCUSABLE DELAYS
18
20
SHIPMENTS
10
10
FILING OF PATENT APPLICATIONS
23
32
STANDARDS OF WORK
3
2
GOVERNMENT PROPERTY
15
15
SUBCONTRACTS
13
11
GRATUITIES
38
38
TERMINATION
19
21
INSPECTION AND CORRECTION
UTILIZATION OF CONCERNS IN
OF DEFECTS
14
13
LABOR SURPLUS AREAS
30
36
INSURANCE--LIABILITY TO
UTILIZATION OF SMALL
THIRD PERSONS
8
8
BUSINESS CONCERNS
32
37
LIMITATION OF COST
5
k
WALSH?HEALEY PUBLIC CONTRACTS
NEGOTIATED OVERHEAD RATES
6
5
ACT
27
35
ARTICLE 1 DEFINITIONS:
As USED THROUGHOUT THIS CONTRACTS THE FOLLOWING TERMS SHALL HAVE
THE MEANINGS SET FORTH BELOW:
(A) "DIRECTOR" MEANS THE PRESENT DIRECTOR OR THE DEPUTY DIRECTOR
OF THE AGENCY AND THEIR SUCCESSORS IN OFFICE; AND THE TERM "His DULY
AUTHORIZED REPRESENTATIVE" MEANS ANY PERSON OR PERSONS OR BOARD (OTHER
THAN THE CONTRACTING OFFICER) AUTHORIZED TO ACT FOR THE DIRECTOR.
(B) "CONTRACTING OFFICER" MEANS THE PERSON EXECUTING THIS CONTRACT
ON BEHALF OF THE GOVERNMENT AND ANY OTHER PERSON WHO IS A PROPERLY DESIGNATED
CONTRACTING OFFICER; AND THE TERM INCLUDES, EXCEPT AS OTHERWISE PROVIDED IN
THIS CONTRACTS THE AUTHORIZED REPRESENTATIVE OF' A CONTRACTING OFFICER ACTING
WITHIN THE LIMITS OF HIS AUTHORITY.
1
NOTICE
This material contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
-SEGE
CONriirNTIAL
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Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
? -SEGREY
(C) EXCEPT AS OTHERWISE PROVIDED IN THIS CONTRACT, THE TERM "SUB?
CONTRACTS,: INCLUDES PURCHASE ORDERS UNDER THIS CONTRACT.
(D) "CONTRACT" AS USED HEREIN MEANS THIS CONTRACT AND/OR ANY TASK
ORDERS ISSUED UNDER AND SUBJECT TO THE PROVISIONS OF THIS CONTRACT.
"SCHEDULE" MEANS A SCHEDULE ATTACHED TO THIS CONTRACT OR To A TASK ORDER
UNDER THIS CONTRACT.
ARTICLE 2 SCOPE OF WORK:
THE WORK TO BE PERFORMED UNDER THIS CONTRACT SHALL BE SET FORTH IN
THIS CONTRACT (OR IN TASK ORDERS HEREUNDER AS ISSUED FROM TIME TO TIME)
AND SHALL BE FOR WORK AND SERVICES FOR WHICH THE CONTRACTOR HAS SUBMITTED
PROPOSALS. IN THE EVENT ANY PROGRAM OF WORK REQUESTED BY THE GOVERNMENT
HEREUNDER IS NOT ACCEPTABLE TO THE CONTRACTOR, THE CONTRACTOR SHALL AD?
VISE THE CONTRACTING OFFICER AS TO THE OBJECTIONS THERETO WITHIN FOURTEEN
(14) DAYS AFTER RECEIPT OF THE CONTRACTUAL DOCUMENTS, OR AT A LATER TIME
IF REQUESTED BY THE CONTRACTOR AND APPROVED BY THE CONTRACTING OFFICER.
THE CONTRACTOR SHALL SUPPLY THE NECESSARY QUALIFIED PERSONNEL, EQUIP?
MENT, FACILITIES AND MATERIALS, AND SHALL USE ITS BEST EFFORTS TO CONDUCT
THE WORK SPECIFIED IN THE CONTRACT IN ACCORDANCE WITH THE SPECIFICATIONS,
SCHEDULES AND DRAWINGS CONTAINED THEREIN. THE CONTRACTOR AND THE CONTRACT?
ING OFFICER SHALL COOPERATE IN CONSULTATION AND OTHERWISE UPON THE REQUEST
OF EITHER PARTY IN THE RESOLUTION OF MUTUAL PROBLEMS.
ARTICLE 3 STANDARDS OF WORK:
THE CONTRACTOR AGREES THAT THE PERFORMANCE OF WORK AND SERVICES
PURSUANT TO THE REQUIREMENTS OF THIS CONTRACT SHALL CONFORM TO HIGH
PROFESSIONAL STANDARDS.
ARTICLE 4 ALLOWABLE COST, FIXED FEE, AND PAYMENT:
(A) FOR THE PERFORMANCE OF THIS CONTRACT, THE GOVERNMENT SHALL PAY
TO THE CONTRACTOR:
(I) THE COST THEREOF (HEREINAFTER REFERRED TO AS "ALLOWABLE
%
COST") DETERMINED BY THE CONTRACTING OFFICER TO BE ALLOWABLE IN
ACCORDANCE WITH--
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(B) THE TERMS OF THIS CONTRACT; AND
(II) SUCH FIXED FEE, IF ANY, AS MAY BE PROVIDED FOR IN THE
CONTRACT.
NOTICE
This material contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
k---SEEREt
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(8) ONCE EACH MONTH (OR AT MORE FREQUENT INTERVALS, IF APPROVED
BY THE CONTRACTING OFFICER), THE CONTRACTOR MAY SUBMIT TO AN AUTHORIZED
REPRESENTATIVE OF THE CONTRACTING OFFICER, IN SJCH FORM AND REASONABLE
DETAIL AS SUCH REPRESENTATIVE MAY REQUIRE, AN INVOICE OR PUBLIC VOUCHER
SUPPORTED BY A STATEMENT OF COST INCURRED BY THE CONTRACTOR IN THE PER?
FORMANCE OF THIS CONTRACT AND CLAIMED TO CONSTITUTE ALLOWABLE COST.
(C) PROMPTLY AFTER RECEIPT OF EACH INVOICE OR VOUCHER THE GOVERN?
MENT SHALL, SUBJECT TO THE PROVISIONS OF (D) BELOW, MAKE PAYMENT THEREON
AS APPROVED BY THE CONTRACTING OFFICER. PAYMENT OF THE FIXED FEE, IF ANY,
SHALL BE MADE TO THE CONTRACTOR AS SPECIFIED IN THE CONTRACT; PROVIDEDy
HOWEVER, THAT AFTER PAYMENT OF EIGHTY?FIVE PERCENT (85%) OF THE FIXED FEE
SET FORTH IN THE CONTRACT, FURTHER PAYMENT ON ACCOUNT OF THE FIXED FEE
SHALL BE WITHHELD UNTIL A RESERVE OF EITHER FIFTEEN PERCENT (15%) OF THE
TOTAL FIXED FEE, OR ONE HUNDRED THOUSAND DOLLARS ($100,000), WHICHEVER IS
LESS, SHALL HAVE BEEN SET ASIDE.
(D) AT-ANY TIME OR TIMES PRIOR TO FINAL PAYMENT UNDER THIS CONTRACT
THE CONTRACTING OFFICER MAY HAVE THE INVOICES OR VOUCHERS AND STATEMENTS
OF COST AUDITED. EACH PAYMENT THERETOFORE MADE SHALL BE SUBJECT TO REDUC?
TION FOR AMOUNTS INCLUDED IN THE RELATED INVOICE OR VOUCHER WHICH ARE FOUND
BY THE CONTRACTING OFFICER, ON THE BASIS OF SUCH AUDIT, NOT TO CONSTITUTE
ALLOWABLE COST. ANY PAYMENT MAY BE REDUCED FOR OVERPAYMENTS, OR INCREASED
FOR UNDERPAYMENTS, ON PRECEDING INVOICES OR VOUCHERS.
(E) ON RECEIPT AND APPROVAL OF THE INVOICE OR VOUCHER DESIGNATED BY
THE CONTRACTOR AS THE "COMPLETION INVOICE" OR "COMPLETION VOUCHER" AND
UPON COMPLIANCE BY THE CONTRACTOR WITH ALL THE PROVISIONS OF THIS CONTRACT
(INCLUDING, WITHOUT LIMITATION) THE PROVISIONS RELATING TO PATENTS AND THE
PROVISIONS OF (F) BELOW), THE GOVERNMENT SHALL PROMPTLY PAY TO THE CONTRAC?
TOR ANY BALANCE OF ALLOWABLE COST) AND ANY PART OF THE FIXED FEE, WHICH HAS
BEEN WITHHELD PURSUANT TO (C) ABOVE OR OTHERWISE NOT PAID TO THE CONTRACTOR.
THE COMPLETION INVOICE OR VOUCHER SHALL BE SUBMITTED BY THE CONTRACTOR
PROMPTLY FOLLOWING COMPLETION OF THE WORK UNDER THIS CONTRACT BUT IN NO
EVENT LATER THAN ONE (1) YEAR (OR SUCH LONGER PERIOD AS THE CONTRACTING
OFFICER MAY IN HIS DISCRETION APPROVE IN WRITING) FROM THE DATE OF SUCH
COMPLETION.
(F) THE CONTRACTOR AGREES THAT ANY REFUNDS, REBATES, CREDITS, OR
OTHER AMOUNTS (INCLUDING ANY INTEREST THEREON) ACCRUING TO OR RECEIVED BY
THE CONTRACTOR OR ANY ASSIGNEE UNDER THIS CONTRACT SHALL BE PAID BY THE
CONTRACTOR TO THE GOVERNMENT, TO THE EXTENT THAT THEY ARE PROPERLY ALLOCA?
ELE TO COSTS FOR WHICH THE CONTRACTOR HAS BEEN REIMBURSED BY THE GOVERNMENT
UNDER THIS CONTRACT. REASONABLE EXPENSES INCURRED BY THE CONTRACTOR FOR
THE PURPOSE OF SECURING SUCH REFUNDS, REBATES, CREDITS, OR OTHER AMOUNTS
SHALL BE ALLOWABLE COSTS HEREUNDER WHEN APPROVED BY THE CONTRACTING OFFICER.
PRIOR TO FINAL PAYMENT UNDER THIS CONTRACT, THE CONTRACTOR AND EACH ASSIGNEE
UNDER THIS CONTRACT WHOSE ASSIGNMENT IS IN EFFECT AT THE TIME OF FINAL PAY?
MENT UNDER THIS CONTRACT SHALL EXECUTE AND DELIVER:
3
NOTICE
This material contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
(When Filled Filled In)
rnkirmni-ri A I
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
--SEM
(I) AN ASSIGNMENT TO THE GOVERNMENT, IN FORM AND SUBSTANCE
SATISFACTORY TO THE CONTRACTING OFFICER, OF REFUNDS, REBATES,
CREDITS, OR OTHER AMOUNTS (INCLUDING ANY INTEREST THEREON) PROPERLY
ALLOCABLE TO COSTS FOR WHICH THE CONTRACTOR HAS BEEN REIMBURSED BY
THE GOVERNMENT UNDER THIS CONTRACT; AND
(II) A RELEASE DISCHARGING THE GOVERNMENT, ITS OFFICERS,
AGENTS, AND EMPLOYEES FROM ALL LIABILITIES, OBLIGATIONS, AND
CLAIMS ARISING OUT OF OR UNDER THIS CONTRACTS SUBJECT ONLY TO THE
FOLLOWING EXCEPTIONS?
(A) SPECIFIED CLAIMS IN STATED AMOUNTS OR IN ESTIMATED
AMOUNTS WHERE THE AMOUNTS ARE NOT SUSCEPTIBLE OF EXACT STATEMENT
BY THE CONTRACTOR;
(B) CLAIMS, TOGETHER WITH REASONABLE EXPENSES INCIDENTAL
THERETO, BASED UPON LIABILITIES OF THE CONTRACTOR TO THIRD
PARTIES ARISING OUT OF THE PERFORMANCE OF THIS CONTRACT; PRO?
VIDED THAT SUCH CLAIMS ARE NOT KNOWN TO THE CONTRACTOR ON THE
DATE OF THE EXECUTION OF THE RELEASE; AND PROVIDED FURTHER
THAT THE CONTRACTOR GIVES NOTICE OF SUCH CLAIMS IN WRITING TO
THE CONTRACTING OFFICER NOT MORE THAN SIX (6) YEARS AFTER THE
DATE OF THE RELEASE OR THE DATE OF ANY NOTICE TO THE CONTRACTOR
THAT THE GOVERNMENT IS PREPARED TO MAKE FINAL PAYMENTS WHICH?
EVER IS EARLIER; AND
(C) CLAIMS FOR REIMBURSEMENT OF COSTS (OTHER THAN EXPENSES
OF THE CONTRACTOR BY REASON OF ANY INDEMNIFICATION OF THE GOVERN?
MENT AGAINST PATENT LIABILITY), INCLUDING REASONABLE EXPENSES
INCIDENTAL THERETO, INCURRED BY THE CONTRACTOR UNDER THE PROVI?
SIONS OF THIS CONTRACT RELATING TO PATENTS.
(G) ANY COST INCURRED BY THE CONTRACTOR UNDER THE TERMS OF THIS CON?
TRACT WHICH WOULD CONSTITUTE ALLOWABLE COST UNDER THE PROVISIONS OF THIS
CLAUSE SHALL BE INCLUDED IN DETERMINING THE AMOUNT PAYABLE UNDER THIS CON?
TRACT, NOTWITHSTANDING ANY PROVISIONS CONTAINED IN THE SPECIFICATIONS OR
OTHER DOCUMENTS INCORPORATED IN THIS CONTRACT BY REFERENCE, DESIGNATING
SERVICES TO BE PERFORMED OR MATERIALS TO BE FURNISHED BY THE CONTRACTOR
AT ITS EXPENSE OR WITHOUT COST TO THE GOVERNMENT.
ARTICLE 5 LIMITATION OF COST:
(A) IT IS ESTIMATED THAT THE TOTAL COST TO THE GOVERNMENT, EXCLUSIVE
OF ANY FIXED FEES FOR THE PERFORMANCE OF THIS CONTRACT WILL NOT EXCEED THE
ESTIMATED COST SET FORTH IN THE SCHEDULE AND THE CONTRACTOR AGREES TO USE
ITS BEST 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
NOTICE
This material contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
--SEGREf
. .
.(When ,Filled In) /
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Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
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TO INCUR IN THE PERFORMANCE OF THIS CONTRACT IN THE NEXT SUCCEEDING SIXTY
(60) DAYS, WHEN ADDED TO ALL COSTS PREVIOUSLY INCURRED, WILL EXCEED SEVENTY?
FIVE PERCENT (75%) OF THE ESTIMATED COST THEN SET FORTH IN THE SCHEDULE,
OR IF AT ANY TIME THE CONTRACTOR HAS REASON TO BELIEVE THAT THE TOTAL COST
TO THE GOVERNMENT, EXCLUSIVE OF ANY FIXED FEE, FOR THE PERFORMANCE OF THIS
CONTRACT WILL BE SUBSTANTIALLY GREATER OR LESS THAN THE THEN ESTIMATED COST
THEREOF, THE CONTRACTOR SHALL NOTIFY THE CONTRACTING OFFICER IN WRITING TO
THAT EFFECT, GIVING THE REVISED ESTIMATE OF SUCH TOTAL COST FOR THE PER?
FORMANCE OF THIS CONTRACT.
(B) THE GOVERNMENT SHALL NOT BE OBLIGATED TO REIMBURSE THE CONTRACTOR
FOR COSTS INCURRED IN EXCESS OF THE ESTIMATED COST SET FORTH IN THE SCHEDULE,
AND THE CONTRACTOR SHALL NOT EE OBLIGATED TO CONTINUE PERFORMANCE UNDER THE
CONTRACT OR TO INCUR COSTS IN EXCESS OF THE ESTIMATED COST SET FORTH IN THE
SCHEDULE, UNLESS AND UNTIL THE CONTRACTING OFFICER SHALL HAVE NOTIFIED THE
CONTRACTOR IN WRITING THAT SUCH ESTIMATED COST HAS BEEN INCREASED AND SHALL
HAVE SPECIFIED IN SUCH NOTICE A REVISED ESTIMATED COST WHICH SHALL THEREUPON
CONSTITUTE THE ESTIMATED COST OF PERFORMANCE OF THE CONTRACT. WHEN AND TO
THE EXTENT THAT THE ESTIMATED COST SET FORTH IN THE SCHEDULE HAS BEEN IN-.
CREASED, ANY COSTS INCURRED BY THE CONTRACTOR IN EXCESS OF SUCH ESTIMATED
COST PRIOR TO THE INCREASE IN ESTIMATED COST SHALL BE ALLOWABLE TO THE SAME
EXTENT AS IF SUCH COSTS HAD BEEN INCURRED AFTER SUCH INCREASE IN ESTIMATED
COST.
ARTICLE 6 NEGOTIATED OVERHEAD RATES:
(A) NOTWITHSTANDING THE PROVISIONS OF THE CLAUSE OF THIS CONTRACT
ENTITLED "ALLOWABLE COST, FIXED FEE, AND PAYMENT," THE ALLOWABLE INDIRECT
COSTS UNDER THIS CONTRACT SHALL BE OBTAINED BY APPLYING NEGOTIATED OVER?
HEAD RATES TO BASES AGREED UPON BY THE PARTIES, AS SPECIFIED UELOW.
(0) THE CONTRACTOR, AS SOON AS POSSIBLE BUT NOT LATER THAN NINETY
(90) DAYS AFTER THE EXPIRATION OF EACH PERIOD SPECIFIED IN THE SCHEDULE,
SHALL SUBMIT TO THE CONTRACTING OFFICER A PROPOSED FINAL OVERHEAD RATE OR
RATES FOR THAT PERIOD BASED ON THE CONTRACTOR'S ACTUAL COST EXPERIENCE
DURING THAT PERIOD, TOGETHER WITH SUPPORTING COST DATA. NEGOTIATION OF
FINAL OVERHEAD RATES BY THE CONTRACTOR AND THE CONTRACTING OFFICER SHALL
BE UNDERTAKEN AS PROMPTLY AS PRACTICABLE AFTER RECEIPT OF THE CONTRACTOR'S
PROPOSAL.
(C) ALLOWABILITY OF COSTS AND ACCEPTABILITY OF COST ALLOCATION
METHODS SHALL BE DETERMINED IN ACCORDANCE WITH ASPR, SECTION XV, PART 2,
AS IN EFFECT ON THE DATE OF THIS CONTRACT.
(D) THE RESULTS OF EACH NEGOTIATION SHALL BE SET FORTH IN AN AMEND?
MENT TO THIS CONTRACT, WHICH SHALL SPECIFY (I) THE AGREED FINAL RATES,
(II) THE BASES TO WHICH THE RATES APPLY, (III) THE PERIODS FOR WHICH THE
RATES APPLY, AND (IV) THE SPECIFIC ITEMS TREATED AS DIRECT COSTS OR ANY
CHANGES IN THE ITEMS PREVIOUSLY AGREED TO BE DIRECT COSTS.
5
NOTICE
This material contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
(When Filled Filled In)
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
-KERET-
(E) PENDING ESTABLISHMENT OF FINAL OVERHEAD RATES FOR ANY PERIOD,
THE CONTRACTOR SHALL BE REIMBURSED EITHER AT NEGOTIATED PROVISIONAL RATES
AS PROVIDED IN THE SCHEDULE OR AT BILLING RATES ACCEPTABLE TO THE CONTRACT?
ING OFFICER, SUBJECT TO APPROPRIATE ADJUSTMENT WHEN THE FINAL RATES FOR
THAT PERIOD ARE ESTABLISHED. To PREVENT SUBSTANTIAL OVER OR UNDER PAYMENT,
THE PROVISIONAL OR BILLING RATES MAY, AT THE REQUEST OF EITHER PARTY, BE
REVISED BY MUTUAL AGREEMENT, EITHER RETROACTIVELY OR PROSPECTIVELY. ANY
SUCH REVISION OF NEGOTIATED PROVISIONAL RATES PROVIDED IN THE SCHEDULE
SHALL BE SET FORTH IN AN AMENDMENT TO THIS CONTRACT.
(F) ANY FAILURE BY THE PARTIES TO AGREE ON ANY FINAL RATE OR RATES
UNDER THIS CLAUSE SHALL BE CONSIDERED A DISPUTE CONCERNING A QUESTION OF
FACT FOR DECISION BY THE CONTRACTING OFFICER WITHIN THE MEANING OF THE
CLAUSE OF THIS CONTRACT ENTITLED "DISPUTES."
ARTICLE 7 RECORDS:
(A) (1) THE CONTRACTOR AGREES TO MAINTAIN BOOKS, RECORDS, DOCUMENTS
AND OTHER EVIDENCE PERTAINING TO THE COSTS AND EXPENSES OF THIS CONTRACT
(HEREINAFTER COLLECTIVELY CALLED THE "RECORDS") TO THE EXTENT AND IN SUCH
DETAIL AS WILL PROPERLY REFLECT ALL NET COSTS, DIRECT AND INDIRECT, OF
LABOR, MATERIALS, EQUIPMENT, SUPPLIES AND SERVICES, AND OTHER COSTS AND
EXPENSES OF WHATEVER NATURE FOR WHICH REIMBURSEMENT IS CLAIMED UNDER THE
PROVISIONS OF THIS CONTRACT. THE CONTRACTOR'S ACCOUNTING PROCEDURES AND
PRACTICES SHALL BE SUBJECT To THE APPROVAL OF THE CONTRACTING OFFICER;
PROVIDED, HOWEVER, THAT NO MATERIAL CHANGE WILL BE REQUIRED TO BE MADE
IN THE CONTRACTOR'S ACCOUNTING PROCEDURES AND PRACTICES IF THEY CONFORM
TO GENERALLY ACCEPTED ACCOUNTING PRACTICES AND IF THE COSTS PROPERLY
APPLICABLE TO THIS CONTRACT.ARE READILY ASCERTAINABLE THEREFROM.
(A) (2) THE CONTRACTOR AGREES TO MAKE AVAILABLE AT THE OFFICE OF
THE CONTRACTOR AT ALL REASONABLE TIMES DURING THE PERIOD SET FORTH IN
SUBPARAGRAPH (4) BELOW ANY OF THE RECORDS FOR INSPECTION, AUDIT OR REPRO?
DUCTION BY THE APPROPRIATE AUDIT REPRESENTATIVE OF THE GOVERNMENT.
(A) (3) IN THE EVENT THE APPROPRIATE AUDIT REPRESENTATIVE OF THE
GOVERNMENT, AS REFERRED TO IN SUBPARAGRAPH (A) (2), DETERMINES THAT HIS
AUDIT OF THE AMOUNTS REIMBURSED UNDER THIS CONTRACT AS TRANSPORTATION
CHARGES WILL BE MADE AT A PLACE OTHER THAN THE OFFICE OF THE CONTRACTOR,
THE CONTRACTOR AGREES TO DELIVER, WITH THE REIMBURSEMENT VOUCHER COVERING
SUCH CHARGES OR AS MAY BE OTHERWISE SPECIFIED WITHIN TWO YEARS AFTER
REIMBURSEMENT OF CHARGES COVERED BY ANY SUCH VOUCHER, TO SUCH REPRESENTA?
TIVE AS MAY BE DESIGNATED FOR THAT PURPOSE THROUGH THE CONTRACTING
OFFICER SUCH DOCUMENTARY EVIDENCE IN SUPPORT OF TRANSPORTATION COSTS
AS MAY BE REQUIRED BY THE APPROPRIATE AUDIT REPRESENTATIVE OF THE
GOVERNMENT.
(A) (4) EXCEPT FOR DOCUMENTARY EVIDENCE DELIVERED TO THE GOVERNMENT
PURSUANT TO SUBPARAGRAPH (3) ABOVE, THE CONTRACTOR SHALL PRESERVE AND MAKE
AVAILABLE ITS RECORDS FOR A PERIOD OF THREE YEARS (UNLESS A LONGER PERIOD
OF TIME IS PROVIDED BY APPLICABLE STATUTE, OR BY ANY OTHER CLAUSE IN THIS
CONTRACT) FROM THE DATE OF THE VOUCHER OR INVOICE SUBMITTED BY THE CONTRACTOR
6
NOTICE
This material contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
(When Filled In)
N,
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
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SECRET-
AFTER THE COMPLETION OF THE WORK UNDER THE CONToRACT AND DESIGNATED BY
THE CONTRACTOR AS THE "COMPLETION VOUCHER OR COMPLETION INVOICE OR,
IN THE EVENT TRIS CONTRACT HAS BEEN COMPLETELY TERMINATED, FROM THE
DATE OF TERMINATION SETTLEMENT AGREEMENT; PROVIDED, HOWEVER, THAT RECORDS
WHICH RELATE TO (A) APPEALS UNDER THE CLAUSE OF THIS CONTRACT ENTITLED
"DISPUTES," (B) LITIGATION OR THE SETTLEMENT OF CLAIMS ARISING OUT OF
THE PERFORMANCE OF THIS CONTRACT, OR (C) COSTS OR EXPENSES OF THE CONTRACT
AS TO WHICH EXCEPTION HAS BEEN TAKEN BY THE APPROPRIATE AUDIT REPRESENTA?
TIVE OF THE GOVERNMENT, SHALL BE RETAINED BY THE CONTRACTOR UNTIL SUCH
APPEALS, LITIGATION, CLAIMS OR EXCEPTIONS HAVE BEEN DISPOSED OF, BUT IN
NO EVENT FOR LESS THAN THE THREE?YEAR PERIOD MENTIONED ABOVE.
(A) (5) EXCEPT FOR DOCUMENTARY EVIDENCE DELIVERED PURSUANT TO SUB?
PARAGRAPH (3) ABOVE, AND THE RECORDS DESCRIBED IN THE PROVISO OF SUBPARA?
GRAPH (4) ABOVE THE CONTRACTOR MAY IN FULFILLMENT OF ITS OBLIGATION TO
RETAIN ITS RECORDS AS REQUIRED BY THIS CLAUSE SUBSTITUTE PHOTOGRAPHS,
MICROPHOTOGRAPHS OR OTHER AUTHENTIC REPRODUCTIONS OF SUCH RECORDS, AFTER
THE EXPIRATION OF TWO YEARS FOLLOWING THE LAST DAY OF THE MONTH OF REIM?
BURSEMENT TO THE CONTRACTOR OF THE INVOICE OR VOUCHER TO WHICH SUCH
RECORDS RELATE, UNLESS A SHORTER PERIOD IS AUTHORIZED BY THE CONTRACTING
OFFICER WITH THE CONCURRENCE OF THE APPROPRIATE AUDIT REPRESENTATIVE OF
THE GOVERNMENT.
(A) (6) THE PROVISIONS OF THIS PARAGRAPH (A), INCLUDING THIS SUB?
PARAGRAPH (6) SHALL BE APPLICABLE TO AND INCLUDED IN EACH SUBCONTRACT
HEREUNDER WHICH IS ON A COST, COST?PLUS?A?FIXED?FEE, TIME?AND?MATERIAL OR
LABOR?HOUR BASIS.
(B) THE CONTRACTOR FURTHER AGREES TO INCLUDE IN EACH OF HIS SUBCON?
TRACTS HEREUNDER, OTHER THAN THOSE SET FORTH IN SUBPARAGRAPH (A) (6) ABOVE,
A PROVISION TO THE EFFECT THAT THE SUBCONTRACTOR AGREES THAT THE APPROPRIATE
AUDIT REPRESENTATIVE OF THE GOVERNMENT SHALL, UNTIL THE EXPIRATION OF THREE
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 INVOLVING TRANSACTIONS RELATED TO THE SUBCONTRACT.
THE TERM "SUBCONTRACT, AS USED IN THIS PARAGRAPH (B) ONLY, EXCLUDES (I)
PURCHASE ORDERS NOT EXCEEDING $2,500, AND (II) SUBCONTRACTS OR PURCHASE
ORDERS FOR PUBLIC UTILITY SERVICES AT RATES ESTABLISHED FOR UNIFORM APPLICA?
BILITY TO THE GENERAL PUBLIC.
(C) THE CONTRACTOR SHALL PREPARE AND FURNISH SPECIFICATIONS AND/OR
DRAWINGS ON REPRODUCIBLE MASTERS, AND FULL INFORMATION CONCERNING THE COM?
PONENTS, DEVICES, APPARATUS AND METHODS AS PROVIDED FOR UNDER THIS CONTRACT
OR AS OTHERWISE AGREED TO BETWEEN THE CONTRACTOR AND THE CONTRACTING OFFICER
OR HIS AUTHORIZED REPRESENTATIVE AND SHALL DELIVER THEM, TOGETHER WITH ALL
MODELS DEVELOPED THEREUNDER, TO THE CONTRACTING OFFICER OR HIS AUTHORIZED
REPRESENTATIVE. THE CONTRACTOR SHALL MAINTAIN RECORDS IN WHICH DESCRIPTIONS
AND ILLUSTRATIONS OF ANY laVENTIONS MADE IN THIS WORK SHALL BE ENTERED AS
THEY ARE MADE, WITH APPROPRIATE DATES, SIGNATURES, AND THE NAMES OF WITNESSES.
7
NOTICE
This material contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
(When Filled In)
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
---SEeREf-
ARTICLE 8 INSURANCE--LIABILITY TO THIRD PERSONS:
(A) THE CONTRACTOR SHALL PROCURE AND THEREAFTER MAINTAIN WORKMEN'S
COMPENSATION, EMPLOYER'S LIABILITY, COMPREHENSIVE GENERAL LIABILITY (BODILY
INJURY) AND COMPREHENSIVE AUTOMOBILE LIABILITY (BODILY INJURY AND PROPERTY
DAMAGE) INSURANCE, WITH RESPECT TO PERFORMANCE HEREUNDER, AND SUCH OTHER
INSURANCE AS THE THE CONTRACTING OFFICER MAY FROM TIME TO TIME REQUIRE WITH
RESPECT TO PERFORMANCE UNDER THIS CONTRACT; PROVIDED, THAT THE CONTRACTOR,
IN FULFILLMENT OF ITS OBLIGATION TO PROCURE WORKMEN'S COMPENSATION INSURANCE
MAY, WITH THE APPROVAL OF THE CONTRACTING OFFICER AND PURSUANT TO STATUTORY
AUTHORITY, MAINTAIN A SELF?INSURANCE PROGRAM. ALL INSURANCE REQUIRED PURSUANT
TO THE PROVISIONS OF THIS PARAGRAPH SHALL BE IN SUCH FORM, IN SUCH AMOUNTS,
AND FOR SUCH PERIODS OF TIME, AS THE CONTRACTING OFFICER MAY FROM TIME TO
TIME REQUIRE OR APPROVE, A141) WITH INSURERS APPROVED BY THE CONTRACTING
OFFICER.
(B) THE CONTRACTOR AGREES, TO THE EXTENT AND IN THE MANNER REQUIRED
BY THE CONTRACTING OFFICER, TO SUBMIT FOR THE APPROVAL OF THE CONTRACTING
OFFICER ANY OTHER INSURANCE MAINTAINED BY THE CONTRACTOR IN CONNECTION WITH
THE PERFORMANCE OF THIS CONTRACT AND FOR WHICH THE CONTRACTOR SEEKS
REIMBURSEMENT HEREUNDER.
(C) THE CONTRACTOR SHALL BE REIMBURSED: (I) FOR THE PORTION ALLOCA?
BLE TO THIS CONTRACT OF THE REASONABLE COST OF INSURANCE AS REQUIRED OR
APPROVED PURSUANT TO THE PROVISIONS OF THIS CLAUSE, AND (II) FOR LIABILITIES
TO THIRD PERSONS FOR LOSS OF OR DAMAGE TO PROPERTY (OTHER THAN PROPERTY
(A) OWNED, OCCUPIED OR USED BY THE CONTRACTOR OR RENTED TO THE CONTRACTOR
OR (8) IN .THE CARE, CUSTODY, OR CONTROL OF THE CONTRACTOR), OR FOR DEATH OR
BODILY INJURY, NOT COMPENSATED BY INSURANCE OR OTHERWISE, ARISING OUT OF
THE PERFORMANCE OF THIS CONTRACT, WHETHER OR NOT CAUSED BY THE NEGLIGENCE
OF THE CONTRACTOR, ITS AGENTS, SERVANTS OR EMPLOYEES, PROVIDED SUCH LIABILITIES
ARE REPRESENTED BY FINAL JUDGMENTS OR By SETTLEMENTS APPROVED IN WRITING
BY THE GOVERNMENT, AND EXPENSES INCIDENTAL TO SUCH LIABILITIES, EXCEPT
LIABILITIES (1) FOR WHICH THE CONTRACTOR IS OTHERWISE RESPONSIBLE UNDER THE
EXPRESS TERMS OF THE CLAUSE OR CLAUSES, IF ANY, SPECIFIED IN THE SCHEDULE,
OR (11) WITH RESPECT TO WHICH THE CONTRACTOR HAS FAILED TO INSURE AS RE?
QUIRED OR MAINTAIN INSURANCE AS APPROVED BY THE CONTRACTING OFFICER OR (111)
WHICH RESULTS FROM WILLFUL MISCONDUCT OR LACK OF GOOD FAITH ON THE PART OF
ANY OF THE CONTRACTOR'S DIRECTORS OR OFFICERS, OR ON THE PART OF ANY OF ITS
MANAGERS, SUPERINTENDENTS, OR OTHER EQUIVALENT REPRESENTATIVES, WHO HAS
SUPERVISION OR DIRECTION OF (1) ALL OR SUBSTANTIALLY ALL OF THE CONTRACTOR'S
BUSINESS OR (2) ALL OR SUBSTANTIALLY ALL OF THE CONTRACTOR'S OPERATIONS AT
ANY ONE PLANT OR, SEPARATE LOCATION IN WHICH THE CONTRACT IS BEING PER?
FORMED, OR (3) A SEPARATE AND COMPLETE MAJOR INDUSTRIAL OPERATION IN CON?
NECTION WITH THE PERFORMANCE OF THE CONTRACT. THE FOREGOING SHALL NOT
RESTRICT THE RIGHT OF THE CONTRACTOR TO BE REIMBURSED FOR THE COST OF
INSURANCE MAINTAINED BY THE CONTRACTOR IN CONNECTION WITH THE PERFORMANCE
OF THE CONTRACT, OTHER THAN INSURANCE REQUIRED TO BE SUBMITTED FOR APPROVAL
8
NOTICE
This material contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
(When Filled In)
/
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
1
?
eSPEEF."-- /
OR REQUIRED TO BE PROCURED AND MAINTAINED PURSUANT TO THE PROVISIONS OF
THIS CLAUSE, PROVIDED SUCH COST WOULD CONSTITUTE ALLOWABLE COST UNDER
THE CLAUSE OF THIS CONTRACT ENTITLED" ALLOWABLE COST, FIXED FEE AND
PAYMENT."
(D) THE CONTRACTOR SHALL GIVE THE GOVERNMENT OR ITS REPRESENTA?
TIVES IMMEDIATE NOTICE OF ANY SUIT OR ACTION FILED, OR PROMPT NOTICE OF
ANY CLAIM MADE, AGAINST THE CONTRACTOR ARISING OUT OF THE PERFORMANCE OF
THIS CONTRACT, THE COST AND EXPENSE OF WHICH MAY BE REIMBURSABLE TO THE
CONTRACTOR UNDER THE PROVISIONS OF THIS CONTRACT: AND THE RISK OF WHICH
IS THEN UNINSURED OR IN WHICH THE AMOUNT CLAIMED EXCEEDS THE AMOUNT OF
COVERAGE. THE CONTRACTOR SHALL FURNISH IMMEDIATELY TO THE GOVERNMENT
COPIES OF ALL PERTINENT PAPERS RECEIVED BY THE CONTRACTOR. IF THE
AMOUNT OF THE LIABILITY CLAIMED EXCEEDS THE AMOUNT OF COVERAGE) THE
CONTRACTOR SHALL AUTHORIZE REPRESENTATIVES OF THE GOVERNMENT TO COL?
LABORATE WITH COUNSEL FOR THE INSURANCE CARRIER, IF ANY, IN SETTLING OR
DEFENDING SUCH CLAIM. IF THE LIABILITY IS NOT INSURED OR COVERED BY
BOND, THE CONTRACTOR SHALL, IF REQUIRED BY THE GOVERNMENT, AUTHORIZE
REPRESENTATIVES OF THE GOVERNMENT TO SETTLE OR DEFEND ANY SUCH CLAIM AND
TO REPRESENT THE CONTRACTOR IN OR TAKE CHARGE OF ANY LITIGATION IN CON?
NECTION THEREWITH: PROVIDED, HOWEVER, THAT THE CONTRACTOR MAY, AT ITS
OWN EXPENSE, BE ASSOCIATED WITH THE REPRESENTATIVES OF THE GOVERNMENT
IN THE SETTLEMENT OR DEFENSE OF ANY SUCH CLAIM OR LITIGATION.
ARTICLE 9 SECURITY:
(A) DISCLOSURE OF INFORMATION: IT IS UNDERSTOOD THAT DISCLOSURE
Oc INFORMATION RELATING TO THE WORK CONTRACTED FOR HEREUNDER, TO ANY
PERSON NOT ENTITLED TO RECEIVE IT, OR FAILURE TO SAFEGUARD ALL SECRET
AND CONFIDENTIAL MATTER THAT MAY COME TO THE CONTRACTOR OR ANY PERSON
UNDER HIS CONTROL IN CONNECTION WITH THE WORK CONTRACTED FOR HEREUNDER,
MAY SUBJECT THE CONTRACTOR, HIS AGENTS, EMPLOYEES AND SUBCONTRACTORS TO
CRIMINAL LIABILITY UNDER THE LAWS OF THE UNITED STATES (18 U.S. CODE
793, 794, 798). THE PROVISIONS OF THE "SECURITY REQUIREMENTS FOR
CONTRACTCRS" AND OF THE "CONTRACTOR'S SECURITY AGREEMENT," COPIES OF
WHICH HAVE BEEN FURNISHED TO THE CONTRACTOR, ARE INCORPORATED HEREIN BY
REFERENCE.
(B) SUBCONTRACTORS: WHEN IT IS DEEMED NECESSARY TO DISCLOSE CLAS?
SIFIED INFORMATION TO A SUBCONTRACTOR TO ACCOMPLISH THE PURPOSES OF THIS
CONTRACT THE CONTRACTOR WILL REQUEST PERMISSION OF THE CONTRACTING OFFICER
PRIOR TO SUCH DISCLOSURE. UPON THE GRANTING OF PERMISSION, THE CONTRACTOR
SHALL CAUSE TO BE INSERTED IN ALL SUBCONTRACTS UNDER THIS CONTRACT A PRO?
VISION SIMILAR TO (A) ABOVE.
(C) ALIENS: EXCEPT WITH THE PRIOR WRITTEN CONSENT OF THE DIRECTOR
OR HIS DULY AUTHORIZED REPRESENTATIVE, THE CONTRACTOR SHALL NOT PERMIT ANY
ALIEN TO HAVE ACCESS TO CLASSIFIED SECURITY INFORMATION.
9
NOTICE
This material contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
(When Filled Filled In)
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
e-IEGRET-
ARTICLE 10 SHIPMENTS:
(A) MODE OF SHIPMENT. UNLESS OTHERWISE PROVIDED IN THE CONTRACT
OR UNLESS THE CONTRACTING OFFICER, ACTING UNDER THE "CHANGES" CLAUSE OF
THIS CONTRACT DIRECTS OTHERWISE IN WRITINGS ALL SUPPLIES OR EQUIPMENT TO
BE FURNISHED UNDER THIS CONTRACT SHALL BE DELIVERED TO THE GOVERNMENT
F.O.B. DESTINATION AT WHICH SUCH SUPPLIES OR EQUIPMENT ARE TO BE FINALLY
INSPECTED.
(s) F.O.B. DESTINATION. WHENEVER IT IS PROVIDED IN THIS CONTRACT
THAT SUPPLIES OR EQUIPMENT SHALL BE DELIVERED F.O.B. SPECIFIED DESTINATIONS,
SUCH ITEMS SHALL BE SHIPPED DIRECT BY THE CONTRACTOR TO THE SPECIFIED
DESTINATIONS ON COMMERCIAL BILLS OF LADING.
(C) SHIPPING INSTRUCTIONS. IF NOT SPECIFIED IN THE CONTRACT,
NAMES OF CONSIGNEES OF ALL SUPPLIES OR EQUIPMENT TO BE DELIVERED BY THE
CONTRACTOR HEREUNDER WI LL BE FURNISHED TO THE CONTRACTOR IN WRITING BY
THE CONTRACTING OFFICER AT A LATER DATE. REQUEST THEREFOR SHALL BE MADE
TO THE CONTRACTING OFFICER NOT LATER THAN THIRTY (30) DAYS PRIOR TO THE
DATE ON WHICH ANY OF THE ARTICLES ARE READY FOR SHIPMENT.
(D) PROTECTIVE SIGNATURE. IN THE EVENT ANY MATERIAL OR ITEMS
WHICH MAY BE CONCERNED HEREUNDER ARE, OR MAY LATER BECOME SECRET OR
CONFIDENTIAL AND WHEN THE SIZE OR WEIGHT OF SUCH MATERIAL OR ITEMS
CLASSIFIED SECRET OR CONFIDENTIAL MAKES SHIPMENT BY REGISTERED MAIL
IMPRACTICABLE, COMMERCIAL SHIPMENT SHOULD BE MADE ONLY BY THE RAILWAY
EXPRESS AGENCY "PROTECTIVE SIGNATURE SERVICE." THE MATER IAL MUST BE
SECURELY CRATED AND BANDED AND PRIOR TO SHIPMENT THE CONTRACTOR SHALL
ADVISE THE CONTRACTING OFFICER OF (1) THE DATE THE MATERIAL WILL BE
SHIPPED (2) THE APPROXIMATE DATE OF ARRIVAL, AND (3) THE APPROXIMATE
WEIGHT, SIZES AND NUMBER OF CARTONS. BULK SHIPMENTS OF TOP SECRET
MATERIAL SHALL BE MADE ONLY IN ACCORDANCE WITH SPECIFIC INSTRUCTIONS
WHICH WILL BE FURNISHED THE CONTRACTOR BY THE CONTRACTING OFFICER UPON
NOTIFICATION THAT THE MATERIAL IS READY FOR SHIPMENT.
ARTICLE 11. CHANGES:
THE CONTRACTING OFFICER MAY AT ANY TIME, BY A WRITTEN ORDER, AND
WITHOUT NOTICE TO THE SURETIES IF ANY, MAKE CHANGES, WITHIN THE GENERAL
SCOPE OF THIS CONTRACT, IN ANY ONE OR MORE OF THE FOLLOWING: ( I ) DRAW?
INGS DESIGNS, OR SPECIFICATIONS; ( I I ) METHOD OF SHIPMENT OR PACKING;
( I I I ) PLACE OF INSPECTION, DELIVERY OR ACCEPTANCE; AND (Iv) THE AMOUNT
OF GOVERNMENT?FURNISHED PROPERTY. IF ANY SUCH CHANGE CAUSES AN INCREASE
OR DECREASE IN THE ESTIMATED COST OF, OR THE TIME REQUIRED FOR, PERFORMANCE
OF THIS CONTRACT, OR OTHERWISE AFFECTS ANY OTHER PROVISIONS OF THIS CONTRACT,
WHETHER CHANGED OR NOT CHANGED BY ANY SUCH ORDER, AN EQUITABLE ADJUSTMENT
10
NOTICE
This material contains information affecting the National' Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
(When Filled In)
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
SECRET-
SHALL
-
SHALL BE MADE (I) IN THE ESTIMATED COST OR DELIVERY SCHEDULE, OR BOTH,
(II) IN THE AMOUNT OF ANY FEE TO BE PAID TO THE CONTRACTOR, AND (III)
IN SUCH OTHER PROVISIONS OF THE CONTRACT AS MAY BE SO AFFECTED, AND
THE CONTRACT SHALL BE MODIFIED IN WRITING ACCORDINGLY. ANY CLAIM BY
THE CONTRACTOR FOR ADJUSTMENT UNDER THIS CLAUSE MUST BE ASSERTED WITHIN
THIRTY (30) 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 CON?
CERNING A QUESTION OF FACT WITHIN THE MEANING OF THE CLAUSE OF THIS CONTRACT
ENTITLED "DISPUTES." HOWEVER, NOTHING IN THIS CLAUSE SHALL EXCUSE THE
CONTRACTOR FROM PROCEEDING WITH THE CONTRACT AS CHANGED.
ARTICLE 12 DISPUTES:
(A) EXCEPT AS OTHERWISE PROVIDED IN THIS CONTRACT, ANY DISPUTE
CONCERNING A QUESTION 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 THIRTY (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
DIRECTOR. THE DECISION OF THE DIRECTOR OR HIS DULY AUTHORIZED REPRESENTA?
TIVE FOR THE DETERMINATION OF SUCH APPEALS SHALL BE FINAL AND CONCLUSIVE
UNLESS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO HAVE BEEN
FRAUDULENT, OR CAPRICIOUS, OR ARBITRARY, OR SO GROSSLY ERRONEOUS AS
NECESSARILY TO IMPLY BAD FAITH, OR NOT SUPPORTED BY SUBSTANTIAL EVIDENCE.
IN CONNECTION WITH ANY APPEAL PROCEEDING UNDER THIS CLAUSE, THE CONTRACTOR
SHALL BE AFFORDED AN OPPORTUNITY TO BE HEARD AND TO OFFER EVIDENCE IN
SUPPORT OF ITS APPEAL. PENDING FINAL DECISION OF A DISPUTE HEREUNDER,
THE CONTRACTOR SHALL PROCEED DILIGENTLY WITH THE PERFORMANCE OF THE CON?
TRACT AND IN ACCORDANCE WITH THE CONTRACTING OFFICER'S DECISION.
(8) THIS "DISPUTES" CLAUSE DOES NOT PRECLUDE CONSIDERATION OF
LAW QUESTIONS IN CONNECTION WITH DECISIONS PRQviDED 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.
ARTICLE 13 SUBCONTRACTS:
(A) THE CONTRACTOR SHALL GIVE ADVANCE NOTIFICATION TO THE CONTRACT?
ING OFFICER OF ANY PROPOSED SUBCONTRACT HEREUNDER WHICH (I) IS ON A COST OR
COST?PLUS?A?FIXED?FEE BASIS, OR (11) IS ON A FIXED?PRICE BASIS EXCEEDING
IN DOLLAR AMOUNT EITHER $25,000 OR FIVE PERCENT (5%) OF THE TOTAL ESTI?
MATED COST OF THE CONTRACT.
11
NOTICE
This material contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
(When Filled Filled In)
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
Ce) THE THE CONTRACTOR SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF
THE CONTRACTING OFFICER, PLACE ANY SUBCONTRACT WHICH (I) IS ON A COST OR
COST....PLUSA...FIXEDFEE BASIS, OR (II) IS ON A FIXED?PRICE BASIS EXCEEDING
IN DOLLAR AMOUNT EITHER $25,000 OR FIVE PERCENT (5%) OF THE TOTAL ESTI-
MATED COST OF THIS CONTRACT, OR (III) PROVIDES FOR THE FABRICATION, PUR?
CHASE, RENTAL, INSTALLATION OR OTHER ACQUISITION, OF ANY ITEM OF INDUSTRIAL
FACILITIES, OR OF SPECIAL TOOLING HAVING A VALUE IN EXCESS OF $1,000, OR
(IV) IS ON A TIME?MATERIAL OR LABOR?HOUR BASIS, OR (V) HAS EXPERIMENTAL,
DEVELOPMENTAL, OR RESEARCH WORK AS ONE OF ITS PURPOSES. THE CONTRACTING
OFFICER MAY, IN HIS DISCRETION, RATIFY IN WRITING ANY SUCH SUBCONTRACT;
SUCH ACTION SHALL CONSTITUTE THE CONSENT OF THE CONTRACTING OFFICER AS
REQUIRED BY THIS PARAGRAPH (B).
(C) THE CONTRACTOR AGREES THAT NO SUBCONTRACT PLACED UNDER THIS
CONTRACT SHALL PROVIDE FOR PAYMENT ON A COST..?PLUSAPERCENTAGEOF...COST
BASIS.
(D) THE CONTRACTING OFFICER MAY2 IN HIS DISCRETION, SPECIFICALLY
APPROVE IN WRITING ANY OF THE PROVISIONS OF A SUBCONTRACT. HOWEVER, SUCH
APPROVAL OR THE CONSENT OF THE CONTRACTING OFFICER OBTAINED AS REQUIRED
BY THIS CLAUSE SHALL NOT BE CONSTRUED TO CONSTITUTE A DETERMINATION OF
THE ALLOWABILITY OF ANY COST UNDER THIS CONTRACT, UNLESS SUCH APPROVAL
SPECIFICALLY PROVIDES THAT IT CONSTITUTES A DETERMINATION OF THE ALLOW?
ABILITY OF SUCH COST.
(E) THE CONTRACTOR SHALL GIVE THE CONTRACTING OFFICER IMMEDIATE
NOTICE IN WRITING OF ANY ACTION OR SUIT FILED, AND PROMPT NOTICE OF ANY
CLAIM MADE AGAINST THE CONTRACTOR BY ANY SUBCONTRACTOR OR VENDOR WHICH,
IN THE OPINION OF THE CONTRACTOR, MAY RESULT IN LITIGATION, RELATED IN
ANY WAY TO THE CONTRACT WITH RESPECT TO WHICH THE CONTRACTOR MAY BE
ENTITLED TO REIMBURSEMENT FROM THE GOVERNMENT.
(F) NOTWITHSTANDING (B) ABOVE2 THE CONTRACTOR MAY ENTER INTO SUB?
CONTRACTS WITHIN (II), OR IF THE SUBCONTRACT IS FOR SPECIAL TOOLING,
WITHIN (III), OF (B) ABOVE, WITHOUT THE PRIOR WRITTEN CONSENT OF THE
CONTRACTING OFFICER IF THE CONTRACTING OFFICER HAS, IN WRITING, APPROVED
THE CONTRACTOR'S PURCHASING SYSTEM AND THE SUBCONTRACT IS WITHIN THE
LIMITATIONS OF SUCH APPROVAL.
(G) THE CONTRACTOR SHALL OBTAIN THE PRIOR WRITTEN APPROVAL OF THE
CONTRACTING OFFICER REGARDING THE UTILIZATION OF OUTSIDE CONSULTANTS IN
THE PERFORMANCE OF THE CONTRACT.
12
NOTICE
This material contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
---SEGREf
(When Filled In)
,Th
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
Declassified in Part- Sanitized Copy Approved forRelease2014/05/08 : CIA-RDP78-03330A004200080003-0
(
ARTICLE 1l 14 INSPECTION AND CORRECTION OF DEFECTS:
(A) ALL WORK UNDER THIS CONTRACT SHALL BE SUBJECT TO INSPECTION AND
TEST BY THE GOVERNMENT (TO THE EXTENT PRACTICABLE) AT ALL TIMES (INCLUD?
ING THE PERIOD OF PERFORMANCE) AND PLACES, AND IN ANY EVENT PRIOR TO
ACCEPTANCE. THE CONTRACTOR SHALL PROVIDE AND MAINTAIN AN INSPECTION SYSTEM
ACCEPTABLE TO THE GOVERNMENT COVERING THE WORK HEREUNDER. THE GOVERNMENT,
THROUGH ANY AUTHORIZED REPRESENTATIVE, MAY INSPECT THE PLANT OR PLANTS OF
THE CONTRACTOR OR OF ANY OF ITS SUBCONTRACTORS ENGAGED IN THE PERFORMANCE
OF THIS CONTRACT. IF ANY INSPECTION OR TEST IS MADE BY THE GOVERNMENT ON
THE PREMISES OF THE CONTRACTOR OR A SUBCONTRACTOR, THE CONTRACTOR SHALL
PROVIDE AND SHALL REQUIRE SUBCONTRACTORS To PROVIDE ALL REASONABLE FACILITIES
AND ASSISTANCE FOR THE SAFETY AND CONVENIENCE OF THE GOVERNMENT INSPECTORS
IN THE PERFORMANCE OF THEIR DUTIES. ALL INSPECTIONS AND TESTS BY THE
GOVERNMENT SHALL BE PERFORMED IN SUCH A MANNER AS WILL NOT UNDULY DELAY
THE WORK. EXCEPT AS OTHERWISE PROVIDED IN THIS CONTRACT, FINAL INSPECTION,
AND ACCEPTANCE SHALL BE MADE AT THE PLACE OF DELIVERY AS PROMPTLY AS
PRACTICABLE AFTER DELIVERY AND SHALL BE DEEMED TO HAVE BEEN MADE No LATER
THAN NINETY (90) DAYS AFTER THE DATE OF SUCH DELIVERY, IF ACCEPTANCE HAS
NOT BEEN MADE EARLIER WITHIN SUCH PERIOD.
(B) AT ANY TIME DURING PERFORMANCE OF THIS CONTRACT, BUT NO LATER
THAN SIX (6) MONTHS (OR SUCH OTHER PERIOD As MAY BE PROVIDED IN THE
SCHEDULE) AFTER ACCEPTANCE OF ALL OF THE END ITEMS (OTHER THAN DESIGNS,
DRAWINGS, OR REPORTS) To BE DELIVERED UNDER THIS CONTRACT, THE GOVERN?
MENT MAY REQUIRE THE CONTRACTOR TO REMEDY BY CORRECTION OR REPLACEMENT,
As DIRECTED BY THE CONTRACTING OFFICER, ANY FAILURE BY THE CONTRACTOR
To COMPLY WITH THE REQUIREMENTS OF THIS CONTRACT. ANY TIME DEVOTED TO
SUCH CORRECTION OR REPLACEMENT SHALL NOT BE INCLUDED IN THE COMPUTATION
OF THE PERIOD OF TIME SPECIFIED IN THE PRECEDING SENTENCE, EXCEPT AS
PROVIDED IN (D) BELOW. EXCEPT AS OTHERWISE PROVIDED IN PARAGRAPH (C) BELOW,
THE ALLOWABILITY OF THE COST OF ANY SUCH REPLACEMENT OR CORRECTION SHALL
BE DETERMINED AS PROVIDED IN THE CLAUSE OF THIS CONTRACT ENTITLED "ALLOWA?
BLE COST, FIXED FEE, AND PAYMENT," BUT NO ADDITIONAL FEE SHALL BE PAYABLE
WITH RESPECT THERETO. CORRECTED ARTICLES SHALL NOT BE TENDERED AGAIN FOR
ACCEPTANCE UNLESS THE FORMER TENDER AND THE REQUIREMENT OF CORRECTION IS
DISCLOSED. IF THE CONTRACTOR FAILS TO PROCEED WITH REASONABLE PROMPTNESS
To PERFORM SUCH REPLACEMENT OR CORRECTION, THE GOVERNMENT (I) MAY BY CON?
TRACT OR OTHERWISE PERFORM SUCH REPLACEMENT OR CORRECTION AND CHARGE TO
THE CONTRACTOR ANY INCREASED COST OCCASIONED THE GOVERNMENT THEREBY, OR
MAY REDUCE ANY FIXED FEE PAYABLE UNDER THIS CONTRACT (OR REQUIRE REPAYMENT
OF ANY FIXED FEE THERETOFORE PAID) IN SUCH AMOUNT AS MAY BE EQUITABLE UNDER
THE CIRCUMSTANCES, OR (II) IN THE CASE OF ARTICLES NOT DELIVERED, MAY
13
NOTICE
This material contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
(When Filled Filled In)
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
---SECREf?
REQUIRE THE DELIVERY OF SUCH ARTICLES, AND SHALL HAVE THE RIGHT TO REDUCE
ANY FIXED FEE PAYABLE UNDER THIS CONTRACT (OR TO REQUIRE REPAYMENT OF ANY
FIXED FEE THERETOFORE PAID) IN SUCH AMOUNT AS MAY BE EQUITABLE UNDER THE
CIRCUMSTANCES, OR (III) MAY TERMINATE THIS CONTRACT FOR DEFAULT. FAILURE
TO AGREE TO THE AMOUNT OF ANY SUCH INCREASED COST TO BE CHARGED TO THE
CONTRACTOR OR TO SUCH REDUCTION IN, OR REPAYMENT OF, THE FIXED FEE SHALL
BE DEEMED TO A DISPUTE CONCERNING A QUESTION OF FACT WITHIN THE MEANING
OF THE CLAUSE OF THIS CONTRACT ENTITLED "DISPUTES."
(C) NOTWITHSTANDING THE PROVISIONS OF PARAGRAPH (6) ABOVE, THE Gov?
ERNMENT MAY AT ANY TIME REQUIRE THE CONTRACTOR TO REMEDY BY CORRECTION OR
REPLACEMENT, WITHOUT COST TO THE GOVERNMENT, ANY FAILURE BY THE CONTRACTOR
TO COMPLY WITH THE REQUIREMENTS OF THIS CONTRACT IF SUCH FAILURE IS DUE TO
FRAUD, LACK OF GOOD FAITH OR WILLFUL MISCONDUCT ON THE PART OF ANY OF THE
CONTRACTOR'S DIRECTORS OR OFFICERS, OR ON THE PART OF ANY OF ITS MANAGERS,
SUPERINTENDENTS, OR OTHER EQUIVALENT REPRESENTATIVES, WHO HAS SUPERVISION
OR DIRECTION OF (I) ALL OR SUBSTANTIALLY ALL OF THE CONTRACTOR'S BUSINESS,
OR (II) ALL OR SUBSTANTIALLY ALL OF THE CONTRACTOR'S OPERATIONS AT ANY ONE
PLANT OR SEPARATE LOCATION IN WHICH THIS CONTRACT IS BEING PERFORMED, OR
(III) A SEPARATE AND COMPLETE MAJOR INDUSTRIAL OPERATION IN CONNECTION WITH
THE PERFORMANCE OF THIS CONTRACT. FRAUD, LACK OF GOOD FAITH, OR WILLFUL
MISCONDUCT ON THE PART OF ANY SUCH SUPERVISORY PERSONNEL SHALL BE DEEMED
TO INCLUDE THE SELECTION OF INDIVIDUAL EMPLOYEES OR THE RETENTION OF EM?
PLOYEES AFTER ANY OF SUCH SUPERVISORY PERSONNEL HAS REASONABLE GROUNDS
TO BELIEVE THAT SUCH EMPLOYEES ARE HABITUALLY CARELESS OR OTHERWISE
UNQUALIFIED.
(D) THE PROVISIONS OF PARAGRAPH (B) ABOVE SHALL APPLY TO ANY CORRECTED
OR REPLACEMENT END ITEM OR COMPONENT UNTIL SIX MONTHS AFTER ITS ACCEPTANCE.
(E) THE CONTRACTOR SHALL MAKE ITS RECORDS OF ALL INSPECTION WORK AVAIL?
ABLE TO THE GOVERNMENT DURING THE PERFORMANCE OF THIS CONTRACT AND FOR '
SUCH LONGER PERIOD AS MAY BE SPECIFIED IN THIS CONTRACT.
(F) EXCEPT AS PROVIDED IN THIS CLAUSE AND AS MAY BE PROVIDED IN THE
SCHEDULE, THE CONTRACTOR SHALL HAVE NO OBLIGATION OR LIABILITY TO CORRECT
OR REPLACE ARTICLES WHICH AT THE TIME OF DELIVERY ARE DEFECTIVE IN MATERIAL
OR WORKMANSHIP OR OTHERWISE NOT IN CONFORMITY WITH THE REQUIREMENTS OF THIS
CONTRACT.
(G) EXCEPT AS OTHERWISE PROVIDED IN THE SCHEDULE, THE CONTRACTOR'S
OBLIGATION TO CORRECT OR REPLACE GOVERNMENT?FURNISHED PROPERTY (WHICH
IS PROPERTY IN THE POSSESSION OF OR ACQUIRED DIRECTLY BY THE GOVERNMENT
AND DELIVERED OR OTHERWISE MADE AVAILABLE TO TEE CONTRACTOR) SHALL BE
GOVERNED BY THE PROVISIONS OF THE CLAUSE OF THIS CONTRACT ENTITLED
"GOVERNMENT PROPERTY."
NOTICE
This material contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
rs\
---SHREf
(When Filled In)
,Th
1
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Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
IECRET-
ARTICLE 15 GOVERNMENT PROPERTY:
(A) THE GOVERNMENT SHALL DELIVER TO THE CONTRACTOR, FOR USE IN CON.-
NECTION 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 RE-
QUIRED 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 THE
CONTRACT ARE BASED UPON THE EXPECTATION THAT GOVERNMENT?FURNISHED PROPERTY
SUITABLE FOR USE WILL BE DELIVERED TO THE CONTRACTOR AT THE TIMES STATED
IN THE SCHEDULE OR, IF NOT SO STATED, IN SUFFICIENT 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 AND SHALL EQUITABLY ADJUST THE ESTIMATED COST, FIXED FEE, OR
DELIVERY OR PERFORMANCE DATES, OR ALL OF THEM, AND ANY OTHER CONTRACTUAL
PROVISIONS AFFECTED BY SUCH DELAY, IN ACCORDANCE WITH THE PROCEDURES PRO.-
VIDED FOR IN THE CLAUSE OF THIS CONTRACT ENTITLED "CHANGES." IN THE EVENT
THE GOVERNMENT?FURNISHED PROPERTY IS RECEIVED BY THE CONTRACTOR IN A CON-
DITION NOT SUITABLE FOR THE INTENDED USE, THE CONTRACTOR SHALL, UPON
RECEIPT THEREOF NOTIFY THE CONTRACTING OFFICER OF SUCH FACT AND, AS DIRECTED
BY THE CONTRACTING OFFICER, EITHER (I) RETURN SUCH PROPERTY AT THE GOVERN.-
MENT'S EXPENSE OR OTHERWISE DISPOSE OF THE PROPERTY OR (II) EFFECT REPAIRS
OR MODIFICATIONS. UPON COMPLETION OF (I) OR (II) ABOVE, THE CONTRACTING
OFFICER, UPON WRITTEN REQUEST OF THE CONTRACTOR, SHALL EQUITABLY ADJUST
THE ESTIMATED COST, FIXED FEE, OR DELIVERY OR PERFORMANCE DATES, OR ALL OF
THEM, AND ANY OTHER CONTRACTUAL PROVISION AFFECTED BY THE RETURN OR DIS?
POSITION, OR THE REPAIR OR MODIFICATION, IN ACCORDANCE WITH THE PROCEDURES
PROVIDED FOR IN THE CLAUSE OF THIS CONTRACT ENTITLED "CHANGES." THE FORE.-
GOING 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) TITLE TO ALL PROPERTY FURNISHED BY THE GOVERNMENT SHALL REMAIN IN
THE GOVERNMENT. TITLE TO ALL PROPERTY PURCHASED BY THE CONTRACTOR, FOR THE
COST OF WHICH THE CONTRACTOR IS ENTITLED TO BE REIMBURSED AS A DIRECT ITEM
OF COST HEREUNDER, SHALL PASS TO AND VEST IN THE GOVERNMENT UPON DELIVERY
OF SUCH PROPERTY BY THE VENDOR. TITLE TO OTHER PROPERTY, THE COST OF WHICH
IS REIMBURSABLE TO THE CONTRACTOR UNDER THE CONTRACT, SHALL PASS TO AND VEST
IN THE GOVERNMENT UPON (I) ISSUANCE FOR USE OF SUCH PROPERTY IN THE PERFORM.-
ANCE OF THIS CONTRACT, OR (II) COMMENCEMENT OF PROCESSING OR USE OF SUCH
PROPERTY IN THE PERFORMANCE OF THIS CONTRACT, OR (III) REIMBURSEMENT OF THE
COST THEREOF BY THE GOVERNMENT, IN WHOLE OR IN THE PERCENTAGE PREVAILING BY
15
NOTICE
This material contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
SECRET-
(When Filled In)
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Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
-SEM
REASON OF THE CLAUSE OF THE CONTRACT ENTITLED "ALLOWABLE COST, FIXED FEE
AND PAYMENT," WHICHEVER FIRST OCCURS. ALL GOVERNMENT?FURNISHED PROPERTY,
TOGETHER WITH ALL PROPERTY ACQUIRED BY THE CONTRACTOR, TITLE TO WHICH
VESTS IN THE GOVERNMENT UNDER THIS PARAGRAPH, ARE SUBJECT TO THE PROVISIONS
OF THIS CLAUSE AND ARE HEREINAFTER COLLECTIVELY REFERRED TO AS "GOVERNMENT
PROPERTY."
(C) TITLE TO THE GOVERNMENT PROPERTY SHALL NOT BE AFFECTED BY THE
INCORPORATION OR ATTACHMENT THEREOF TO ANY PROPERTY NOT OWNED BY THE
GOVERNMENT, NOR SHALL SUCH GOVERNMENT PROPERTY, OR ANY PART THEREOF, BE
OR BECOME A FIXTURE OR LOSE ITS IDENTITY AS PERSONALTY BY REASON OF AFFIXA?
TION TO ANY REALTY. THE CONTRACTOR SHALL COMPLY WITH THE PROVISIONS OF
THE 11ANUAL FOR CONTROL OF GOVERNMENT PROPERTY IN POSSESSION OF CONTRACTORS"
(APPENDIX By ARMED SERVICES PROCUREMENT 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 PROPERTY PROVIDED OR FURNISHED PURSUANT TO THE
TERMS OF THIS CONTRACT SHALL, UNLESS OTHERWISE PROVIDED HEREIN) BE USED
ONLY FOR THE PERFORMANCE 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 PROPERTY SO AS TO ASSURE ITS
FULL AVAILABILITY AND USEFULNESS FOR THE PERFORMANCE OF THIS CONTRACT.
THE CONTRACTOR SHALL TAKE ALL REASONABLE STEPS TO COMPLY WITH ALL APPRO?
PRIATE DIRECTIONS OR INSTRUCTIONS WHICH THE CONTRACTING OFFICER MAY PRE?
SCRIBE AS REASONABLY NECESSARY FOR THE PROTECTION OF GOVERNMENT PROPERTY.
(F) (I) THE CONTRACTOR SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE
TO THE GOVERNMENT PROPERTY, OR FOR EXPENSES INCIDENTAL TO SUCH LOSS OR
DAMAGE, EXCEPT THAT THE CONTRACTOR SHALL BE RESPONSIBLE FOR ANY SUCH LOSS
OR DAMAGE (INCLUDING EXPENSES INCIDENTAL THERETO)
(A) WHICH RESULTS FROM WILLFUL MISCONDUCT OR LACK OF GOOD
FAITH ON THE PART OF ANY OF THE CONTRACTOR'S DIRECTORS OR OFFICERS,
OR ON THE PART OF ANY OF ITS MANAGERS, SUPERINTENDENTS, OR OTHER
EQUIVALENT REPRESENTATIVES, WHO HAS SUPERVISION OR DIRECTION OF
(I) ALL OR SUBSTANTIALLY ALL OF THE CONTRACTOR'S BUSINESS, OR (II)
ALL OR SUBSTANTIALLY ALL OF THE CONTRACTOR'S OPERATIONS AT ANY ONE
PLANT OR SEPARATE LOCATION IN WHICH THIS CONTRACT IS BEING PERFORMED,
OR (III) A SEPARATE AND COMPLETE MAJOR INDUSTRIAL OPERATION IN CON?
NECTION WITH THE PERFORMANCE OF THE CONTRACT; OR
(8) WHICH RESULTS FROM A FAILURE ON THE PART OF THE CONTRACTOR,
DUE TO THE WILLFUL MISCONDUCT OR LACK OF GOOD FAITH ON THE PART OF ANY
OF ITS DIRECTORS, OFFICERS, OR OTHER REPRESENTATIVES MENTIONED IN
SUBPARAGRAPH (A) ABOVE, (I) TO MAINTAIN AND ADMINISTER, IN ACCORDANCE
WITH SOUND INDUSTRIAL PRACTICE, THE PROGRAM FOR MAINTENANCE, REPAIR,
PROTECTION AND PRESERVATION OF GOVERNMENT PROPERTY AS REQUIRED BY
16
NOTICE
This material contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
4-SEGRET
(When Filled In)
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Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
`
PARAGRAPH (E) (E) HEREOF, OR (II) TO TAKE ALL REASONABLE STEPS TO
COMPLY WITH ANY APPROPRIATE WRITTEN DIRECTIONS OF THE CONTRACT?
ING OFFICER UNDER PARAGRAPH (E) HEREOF; OR
(C) FOR WHICH THE CONTRACTOR IS OTHERWISE RESPONSIBLE UNDER
THE EXPRESS TERMS OF THE CLAUSE OR CLAUSES DESIGNATED IN THE
SCHEDULE; OR
(D) WHICH RESULTS FROM A RISK EXPRESSLY REQUIRED TO BE
INSURED UNDER THIS CONTRACT, BUT ONLY TO THE EXTENT OF THE IN?
SURANCE SO REQUIRED TO BE PROCURED AND MAINTAINED, OR TO THE EXTENT
OF INSURANCE ACTUALLY PROCURED AND MAINTAINED, WHICHEVER IS GREATER;
OR
(E) WHICH RESULTS FROM A RISK WHICH IS IN FACT COVERED BY
INSURANCE OR FOR WHICH THE CONTRACTOR IS OTHERWISE REIMBURSED, BUT
ONLY TO THE EXTENT OF SUCH INSURANCE OR REIMBURSEMENT;
PROVIDED THAT, IF MORE THAN ONE OF THE ABOVE EXCEPTIONS SHALL BE
APPLICABLE IN ANY CASE, THE CONTRACTOR'S LIABILITY UNDER ANY ONE
EXCEPTION SHALL NOT BE LIMITED BY ANY OTHER EXCEPTION. THIS CLAUSE
SHALL NOT BE CONSTRUED AS RELIEVING A SUBCONTRACTOR FROM LIABILITY
FOR LOSS OR DESTRUCTION OF OR DAMAGE TO GOVERNMENT PROPERTY IN ITS
POSSESSION OR CONTROL, EXCEPT TO THE EXTENT THAT THE SUBCONTRACT,
WITH THE PRIOR APPROVAL OF THE CONTRACTING OFFICER, MAY PROVIDE
FOR THE RELIEF OF THE SUBCONTRACTOR FROM SUCH LIABILITY. IN THE
ABSENCE OF SUCH APPROVAL, THE SUBCONTRACT SHALL CONTAIN APPROPRIATE
PROVISIONS REQUIRING THE RETURN OF ALL GOVERNMENT 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.
(F) (II) THE CONTRACTOR SHALL NOT BE REIMBURSED FOR, AND SHALL NOT
INCLUDE AS AN ITEM OF OVERHEAD, THE COST OF INSURANCE, OR ANY PROVISION
FOR A RESERVE, COVERING THE RISK OF LOSS OF OR DAMAGE TO THE GOVERNMENT
PROPERTY, EXCEPT TO THE EXTENT THAT THE GOVERNMENT MAY HAVE REQUIRED THE
CONTRACTOR TO CARRY SUCH INSURANCE UNDER ANY OTHER PROVISION OF THIS
CONTRACT.
(F) (III) UPON THE HAPPENING OF LOSS OR DESTRUCTION OF OR DAMAGE TO
THE GOVERNMENT PROPERTY, THE CONTRACTOR SHALL NOTIFY THE CONTRACTING
OFFICER THEREOF, AND SHALL COMMUNICATE WITH THE Loss AND SALVAGE ORGANIZA?
TION, 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 DESIGNATED THAT NO SUCH ORGANIZATION
BE EMPLOYED), SHALL TAKE ALL REASONABLE STEPS TO PROTECT THE GOVERNMENT
PROPERTY FROM FURTHER DAMAGE, SEPARATE THE DAMAGED AND UNDAMAGED GOVERN?
IMENT PROPERTY, PUT ALL THE GOVERNMENT PROPERTY IN THE BEST POSSIBLE ORDER,
AND FURNISH TO THE CONTRACTING OFFICER A STATEMENT OF (A) THE LOST, DE?
STROYED AND DAMAGED GOVERNMENT PROPERTY, (s) THE TIME AND ORIGIN OF THE
17
NOTICE
This material contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
(When Filled Filled In)
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
LOSS, DESTRUCTION OR DAMAGE, (C) ALL KNOWN INTERESTS IN COMMINGLED
PROPERTY OF WHICH THE GOVERNMENT PROPERTY IS A PART, AND (D) THE IN?
SURANCE, IF ANY, COVERING ANY PART OF OR INTEREST IN SUCH COMMINGLED
PROPERTY. THE CONTRACTOR SHALL MAKE REPAIRS AND RENOVATIONS OF THE
DAMAGED GOVERNMENT PROPERTY OR TAKE SUCH OTHER ACTION: AS THE CONTRACT?
ING OFFICER DIRECTS.
(F) (IV) IN THE EVENT THE CONTRACTOR IS INDEMNIFIED, REIMBURSED,
OR OTHERWISE COMPENSATED FOR ANY LOSS OR DESTRUCTION OF OR DAMAGE TO THE
GOVERNMENT PROPERTY, IT SHALL USE THE PROCEEDS TO REPAIR, RENOVATE OR
REPLACE THE GOVERNMENT PROPERTY INVOLVED, OR SHALL CREDIT SUCH PROCEEDS
AGAINST THE COST OF THE WORK COVERED BY THE CONTRACT, OR SHALL OTHERWISE
REIMBURSE THE GOVERNMENT, AS DIRECTED BY THE CONTRACTING OFFICER. THE
CONTRACTOR SHALL DO NOTHING TO PREJUDICE THE GOVERNMENT'S RIGHT TO RE?
COVER AGAINST THIRD PARTIES FOR ANY SUCH LOSS, DESTRUCTION OR DAMAGE AND,
UPON REQUEST OF THE CONTRACTING OFFICER, SHALL, AT THE GOVERNMENT'S EX?
PENSE, FURNISH TO THE GOVERNMENT ALL REASONABLE ASSISTANCE AND COOPERATION
(INCLUDING THE PROSECUTION OF SUIT AND THE EXECUTION OF INSTRUMENTS OF
ASSIGNMENT IN FAVOR OF THE GOVERNMENT) IN OBTAINING RECOVERY. IN ADDI?
TION, WHERE THE SUBCONTRACTOR HAS NOT BEEN RELIEVED FROM LIABILITY FOR
ANY LOSS OR DESTRUCTION OF OR DAMAGE TO GOVERNMENT PROPERTY, THE CONTRAC.-
TOR SHALL ENFORCE THE LIABILITY OF THE SUBCONTRACTOR FOR SUCH LOSS OR
DESTRUCTION OF OR DAMAGE TO THE GOVERNMENT PROPERTY FOR THE BENEFIT OF
THE GOVERNMENT.
(F) (V) IN THE EVENT ANY AIRCRAFT ARE TO BE FURNISHED UNDER THIS
CONTRACT, ANY LOSS OR DESTRUCTION OF, OR DAMAGE TO, SUCH AIRCRAFT OR
OTHER GOVERNMENT PROPERTY OCCURRING IN CONNECTION WITH OPERATIONS OF
SAID AIRCRAFT WILL BE GOVERNED BY THE CLAUSE OF THIS CONTRACT CAPTIONED
"FLIGHT RISKS," TO THE EXTENT SUCH CLAUSE IS, BY ITS TERMS, APPLICABLE.
(G) THE GOVERNMENT SHALL AT ALL REASONABLE TIMES HAVE ACCESS TO
THE PREMISES WHERE ANY OF THE GOVERNMENT PROPERTY IS LOCATED.
(H) THE GOVERNMENT PROPERTY SHALL REMAIN IN THE POSSESSION OF THE
CONTRACTOR FOR SUCH PERIOD OF TIME AS IS REQUIRED FOR THE PERFORMANCE OF
THE CONTRACT UNLESS THE CONTRACTING OFFICER DETERMINES THAT THE INTERESTS
OF THE GOVERNMENT REQUIRE REMOVAL OF SUCH PROPERTY. IN SUCH CASE THE
CONTRACTOR SHALL PROMPTLY TAKE SUCH ACTION AS THE CONTRACTING OFFICER
MAY DIRECT WITH RESPECT TO THE REMOVAL AND SHIPPING OF GOVERNMENT PROPERTY.
IN ANY SUCH INSTANCE, THE CONTRACT MAY BE AMENDED TO ACCOMPLISH AN EQUITA?
BLE ADJUSTMENT IN THE TERMS AND PROVISIONS THEREOF.
(I) UPON THE COMPLETION OF THE CONTRACT, OR AT SUCH EARLIER DATES AS
MAY BE FIXED BY THE CONTRACTING OFFICER, THE CONTRACTOR SHALL SUBMIT TO
THE CONTRACTING OFFICER IN A FORM ACCEPTABLE TO HIM, INVENTORY SCHEDULES
COVERING ALL ITEMS OF THE GOVERNMENT PROPERTY NOT CONSUMED IN THE PERFORM?
ANCE OF THIS CONTRACT: OR NOT THERETOFORE DELIVERED TO THE GOVERNMENT, AND
18
NOTICE
This material contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
\ /
- SEGRA
(When Filled In)
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDI378-03330A004200080003-0
? ' (
4ECRE-T- ,
SHALL DELIVER OR MAKE SUCH OTHER DISPOSAL OF SUCH GOVERNMENT PROPERTY AS
MAY BE DIRECTED OR AUTHORIZED BY THE CONTRACTING OFFICER. THE NET PRO?
CEEDS OF ANY SUCH DISPOSAL SHALL BE CREDITED TO THE COST OF THE WORK COVERED
BY THE CONTRACT OR SHALL BE PAID IN SUCH MANNER AS THE CONTRACTING OFFICER
MAY DIRECT. THE FOREGOING PROVISIONS SHALL APPLY TO SCRAP FROM GOVERNMENT
PROPERTY, PROVIDED HOWEVER, THAT THE CONTRACTING OFFICER MAY AUTHORIZE OR
DIRECT THE CONTRACTOR TO OMIT FROM SUCH INVENTORY SCHEDULES ANY SCRAP CON?
SISTING OF CUTTING AND PROCESSING WASTE, SUCH AS CHIPS, CUTTINGS, BORINGS,
TURNINGS, SHORT ENDS, CIRCLES, TRIMMINGS, CLIPPINGS, AND REMNANTS, AND TO
DISPOSE OF SUCH SCRAP IN ACCORDANCE WITH THE CONTRACTOR'S NORMAL PRACTICE
AND ACCOUNT THEREFOR AS A PART OF GENERAL OVERHEAD OR OTHER REIMBURSABLE
COST IN ACCORDANCE WITH THE CONTRACTOR'S ESTABLISHED ACCOUNTING PROCEDURES.
(J) UNLESS OTHERWISE PROVIDED HEREIN, THE GOVERNMENT SHALL NOT BE
UNDER ANY DUTY OR OBLIGATION TO RESTORE OR REHABILITATE, OR TO PAY THE
COSTS OF THE RESTORATION OR REHABILITATION OF THE CONTRACTOR'S PLANT OR
ANY PORTION THEREOF WHICH IS AFFECTED BY THE REMOVAL OF ANY GOVERNMENT
PROPERTY.
(K) DIRECTIONS OF THE CONTRACTING OFFICER AND COMMUNICATIONS OF THE
CONTRACTOR ISSUED PURSUANT TO THIS CLAUSE SHALL BE IN WRITING.
ARTICLE 16 REPORTS OF WORK:
(A) THE CONTRACTOR SHALL SUBMIT REPORTS MAKING FULL DISCLOSURE OF
ALL WORK DONE AND THE RESULTS THEREOF, IN THE MANNER, AT THE TIMES, AND TO
THE EXTENT SET FORTH IN THE SCHEDULE; PROVIDED, THAT, UNLESS OTHERWISE
SPECIFIED IN THE SCHEDULE, THE CONTRACTOR SHALL SUBMIT SUCH REPORTS IN
TRIPLICATE FROM TIME TO TIME AS REQUESTED AND UPON COMPLETION (OR EARLIER
TERMINATION) OF THE WORK. EXCEPT AS MAY BE OTHERWISE SPECIFIED IN THE
SCHEDULE, OR UNLESS THE CONTRACTOR IS OTHERWISE INSTRUCTED, THE CONTRACTOR
SHALL, UPON COMPLETION (OR EARLIER TERMINATION) OF THE WORK, DELIVER ANY
WORKING DRAWINGS AND SPECIFICATIONS OF ANY PROTOTYPES AS MAY HAVE BEEN
DEVELOPED.
(B) IF THE CONTRACTOR BECOMES UNABLE TO COMPLETE THE CONTRACT WORK
AND MAKE DELIVERY AT THE TIME SPECIFIED IN THE SCHEDULE BECAUSE OF TECH?
NICAL DIFFICULTIES, NOTWITHSTANDING THE EXERCISE OF GOOD FAITH AND DILIGENT
EFFORTS IN THE PERFORMANCE OF THE WORK CALLED FOR HEREUNDER, IT SHALL GIVE
THE CONTRACTING OFFICER WRITTEN NOTICE OF THE ANTICIPATED DELAYS WITH
REASONS THEREFOR. SUCH NOTICE AND REASONS SHALL BE DELIVERED NOT LESS THAN
FORTY?FIVE ()t5) DAYS BEFORE THE COMPLETION DATE SPECIFIED IN THE SCHEDULE
OR WITHIN SUCH TIME AS THE CONTRACTING OFFICER DEEMS SUFFICIENT.
ARTICLE 17 DELAY IN DELIVERY OF DATA:
(A) IT IS UNDERSTOOD THAT THE EFFICIENT USE BY THE GOVERNMENT OF THE
SUPPLIES, EQUIPMENT OR OTHER ITEMS, INCLUDING REPORTS, CALLED FOR UNDER THIS
CONTRACT REQUIRES THAT THE DATA CALLED FOR THEREUNDER BE DELIVERED NOT LATER
19
NOTICE
This material contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
'SECRET-
(When Filled In)
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
e---SEGRE
THAN THE TIME OR RESPECTIVE TIMES THEREIN SPECIFIED. IF SUCH DATA ARE NOT
DELIVERED AT SAID TIME OR TIMES, THE GOVERNMENT MAY, AT ITS ELECTION, SO
LONG AS SUCH DATA REMAIN UNDELIVERED, UNLESS THE DELAY IN DELIVEREY THEREOF
ARISES OUT OF CAUSES BEYOND THE CONTROL AND WITHOUT THE FAULT OR NEGLIGENCE
OF THE CONTRACTOR WITHIN THE MEANING OF THE CLAUSE HEREOF ENTITLED "EXCUSABLE
DELAYS," WITHHOLD PAYMENT TO THE CONTRACTOR FOR ANY OF THE AMOUNTS THEN DUE,
REFUSE APPROVAL OF THE CONTRACTOR'S VOUCHERS, REFUSE TO ACCEPT FURTHER DE?
LIVERIES THEREUNDER FROM THE CONTRACTOR, OR TAKE ANY OTHER ACTION AUTHORIZED
BY LAW OR REGULATION NOW IN EFFECT INCLUDING TERMINATION OF THE CONTRACT FOR
DEFAULT TO THE EXTENT AND IN THE MANNER AUTHORIZED BY THE CLAUSE ENTITLED
"TERMINATION" AND MAY TAKE ANY OR ALL OF THE FOREGOING ACTIONS SEPARATELY
OR IN COMBINATION.
(B) THE PROVISIONS OF SECTION (A) OF THIS CLAUSE SHALL BE APPLICABLE
ONLY TO TECHNICAL DATA, SUCH AS DRAWINGS, SPECIFICATIONS, HANDBOOKS, SERV?
ICE MANUALS, OR OTHER INFORMATION NECESSARY FOR THE PROPER MAINTENANCE OR
SERVICING OF THE END ITEMS CALLED FOR UNDER THIS CONTRACT, AND ALSO TO
REQUIRED REPORTS, ANALYSES AND OTHER DOCUMENTS INCLUDING EFFORT EXPENDED
IN CARRYING OUT THE SCOPE OF THE CONTRACT.
ARTICLE 18 EXCUSABLE DELAYS:
EXCEPT WITH RESPECT TO DEFAULTS OF SUBCONTRACTORS, THE CONTRACTOR
SHALL NOT BE IN DEFAULT BY REASON OF ANY FAILURE IN PERFORMANCE OF THIS
CONTRACT IN ACCORDANCE WITH ITS TERMS (INCLUDING ANY FAILURE BY THE CON?
TRACTOR TO MAKE PROGRESS IN THE PROSECUTION OF THE WORK HEREUNDER
WHICH ENDANGERS SUCH PERFORMANCE) IF SUCH FAILURE ARISES OUT OF CAUSES
BEYOND THE CONTROL AND WITHOUT THE FAULT OR NEGLIGENCE OF THE CONTRACTOR.
SUCH CAUSES MAY INCLUDE, BUT ARE NOT RESTRICTED TO: ACTS OF GOD OR OF
THE PUBLIC ENEMY; ACTS OF THE GOVERNMENT IN EITHER ITS SOVEREIGN OR CON?
TRACTUAL CAPACITY; FIRES; FLOODS; EPIDEMICS; QUARANTINE RESTRICTION;
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 FAILURE OF A SUBCONTRACTOR TO PERFORM OR MAKE PROGRESS,
AND IF SUCH FAILURE 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 DEEMED TO BE IN DEFAULT, UN?
LESS (I) THE SUPPLIES OR SERVICES TO BE FURNISHED BY THE SUBCONTRACTOR
WERE OBTAINABLE FROM OTHER SOURCES, (II) THE CONTRACTING OFFICER SHALL
HAVE ORDERED THE CONTRACTOR IN WRITING TO PROCURE SUCH SUPPLIES OR SERVICES
FROM SUCH OTHER SOURCES, AND (III) THE CONTRACTOR SHALL HAVE FAILED TO COMPLY
REASONABLY WITH SUCH ORDER. UPON REQUEST OF THE CONTRACTOR, THE CONTRACTING
OFFICER SHALL ASCERTAIN THE FACTS AND EXTENT OF SUCH FAILURE AND, IF HE
SHALL DETERMINE THAT ANY FAILURE TO PERFORM WAS OCCASIONED BY ANY ONE OR
MORE OF THE SAID CAUSES, THE DELIVERY SCHEDULE SHALL BE REVISED ACCORDINGLY:
SUBJECT TO THE RIGHTS OF THE GOVERNMENT UNDER THE CLAUSE HEREOF ENTITLED
"TERMINATION."
20
NOTICE
This material contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
--SIGREf
(When Filled In)
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
Declassified in Part- Sanitized Copy Approved forRelease2014/05/08 : CIA-RDP78-03330A004200080003-0
icieRE
ARTICLE 19 TERMINATION:
(A) THE PERFORMANCE OF WORK UNDER THE CONTRACT MAY BE TERMINATED BY
THE GOVERNMENT IN ACCORDANCE WITH THIS CLAUSE IN WHOLE, OR FROM TIME TO
TIME IN PART:
(I) WHENEVER THE CONTRACTOR SHALL DEFAULT IN PERFORMANCE OF
THIS CONTRACT IN ACCORDANCE WITH ITS TERMS (INCLUDING IN THE TERM
"DEFAULT" ANY SUCH FAILURE BY THE CONTRACTOR TO MAKE PROGRESS IN
THE PROSECUTION OF THE WORK HEREUNDER AS ENDANGERS SUCH PERFORMANCE),
AND SHALL FAIL TO CURE SUCH DEFAULT WITHIN A PERIOD OF TEN DAYS (OR
SUCH LONGER PERIODS AS THE CONTRACTING OFFICER MAY ALLOW) AFTER
RECEIPT FROM THE CONTRACTING OFFICER OF A NOTICE SPECIFYING THE
DEFAULT; OR
(II) WHENEVER FOR ANY REASON 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 WHETHER TERMINATION IS FOR THE DEFAULT OF
THE CONTRACTOR OR FOR THE CONVENIENCE OF THE GOVERNMENT, THE EXTENT TO
WHICH PERFORMANCE OF WORK UNDER THE CONTRACT IS TERMINATED, AND THE DATE
UPON WHICH SUCH TERMINATION BECOMES EFFECTIVE. IF, AFTER NOTICE OF TERMINA?
TION OF THIS CONTRACT FOR DEFAULT UNDER (I) ABOVE, IT IS DETERMINED THAT THE
CONTRACTORIS FAILURE TO PERFORM OR TO MAKE PROGRESS IN PERFORMANCE IS DUE To
CAUSES BEYOND THE CONTROL AND WITHOUT THE FAULT OR NEGLIGENCE OF THE CONTRAC?
TOR PURSUANT TO THE PROVISIONS OF THE CLAUSE OF THIS CONTRACT RELATING TO
EXCUSABLE DELAYS? THE NOTICE OF TERMINATION SHALL BE DEEMED TO HAVE BEEN
ISSUED UNDER (i1) ABOVE, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HERETO SHALL IN SUCH EVENT BE GOVERNED ACCORDINGLY.
(B) AFTER RECEIPT OF A NOTICE OF TERMINATION AND EXCEPT As OTHERWISE
DIRECTED BY THE CONTRACTING OFFICER, THE CONTRACTOR SHALL:
(I) STOP WORK UNDER THE CONTRACT ON THE DATE AND TO THE EXTENT
SPECIFIED IN THE NOTICE OF TERMINATION;
(II) PLACE NO FURTHER ORDERS OR SUBCONTRACTS FOR MATERIALS,
SERVICES, OR FACILITIES, EXCEPT As MAY BE NECESSARY FOR COMPLETION
OF SUCH PORTION OF THE WORK UNDER THE CONTRACT AS IS NOT TERMINATED;
(III) TERMINATE ALL ORDERS AND SUBCONTRACTS TO THE EXTENT THAT
THEY RELATE TO THE PERFORMANCE OF WORK TERMINATED BY THE NOTICE OF
TERMINATION;
(IV) ASSIGN TO THE GOVERNMENT, IN THE MANNER AND TO THE EXTENT
DIRECTED BY THE CONTRACTING OFFICER, ALL OF THE RIGHT, TITLE, AND
21
NOTICE
This material contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
EGRET?
(When Filled Filled In)
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
-SEeRET
INTEREST OF THE CONTRACTOR UNDER THE ORDERS OR SUBCONTRACTS SO
TERMINATED, IN WHICH CASE THE GOVERNMENT SHALL HAVE THE RIGHT,
IN ITS DISCRETION, TO SETTLE OR PAY ANY OR ALL CLAIMS ARISING
OUT OF THE TERMINATION OF SUCH ORDERS AND SUBCONTRACTS;
(V) WITH THE APPROVAL OR RATIFICATION OF THE CONTRACTING
OFFICER, TO THE EXTENT HE MAY REQUIRE, WHICH APPROVAL OR RATIFICA?
TION SHALL BE FINAL AND CONCLUSIVE FOR ALL PURPOSES OF THIS CLAUSE,
SETTLE ALL OUTSTANDING LIABILITIES AND ALL CLAIMS ARISING OUT OF
SUCH TERMINATION OF ORDERS AND SUBCONTRACTS, THE COST OF WHICH WOULD
BE REIMBURSABLE IN WHOLE OR IN PART IN ACCORDANCE WITH THE PROVISIONS
OF THIS CONTRACT;
(VI) TRANSFER TITLE (TO THE EXTENT THAT TITLE HAS NOT ALREADY
BEEN TRANSFERRED) AND, IN THE MANNER, TO THE EXTENT, AND AT THE TIMES
DIRECTED BY THE CONTRACTING OFFICER, DELIVER TO THE GOVERNMENT (A) ?
THE FABRICATED OR UNFABRICATED PARTS, WORK IN PROCESS, COMPLETED
WORK, SUPPLIES, AND OTHER MATERIAL PRODUCED AS A PART OF, OR ACQUIRED
IN RESPECT OF THE PERFORMANCE OF THE WORK TERMINATED BY THE NOTICE
OF TERMINATION, (B) THE COMPLETED OR PARTIALLY COMPLETED PLANS,
DRAWINGS, INFORMATION, AND OTHER PROPERTY WHICH, IF THE CONTRACT HAS
BEEN COMPLETED, WOULD BE REQUIRED TO BE FURNISHED TO THE GOVERNMENT,
AND (C) THE JIGS, DIES, AND FIXTURES, AND OTHER SPECIAL TOOLS AND
TOOLING ACQUIRED OR MANUFACTURED FOR THE PERFORMANCE OF THIS CONTRACT
FOR THE COST OF WHICH THE CONTRACTOR HAS BEEN OR WILL BE REIMBURSED
UNDER THIS CONTRACT;
(VII) USE ITS BEST EFFORTS TO SELL IN THE MANNER, AT THE TIMES,
TO THE EXTENT, AND AT THE PRICE OR PRICES DIRECTED OR AUTHORIZED BY
THE CONTRACTING OFFICER, ANY PROPERTY OF THE TYPES REFERRED TO IN (VI)
ABOVE; PROVIDED, HOWEVER, THAT THE CONTRACTOR (A) SHALL NOT BE RE?
QUIRED TO EXTEND CREDIT TO ANY PURCHASER, AND (B) MAY ACQUIRE ANY
SUCH PROPERTY UNDER THE CONDITIONS PRESCRIBED BY AND AT A PRICE OR
PRICES APPROVED BY THE CONTRACTING OFFICER; AND PROVIDED FURTHER THAT
THE PROCEEDS OF ANY SUCH TRANSFER OR DISPOSITION SHALL BE APPLIED IN
REDUCTION OF ANY PAYMENTS TO BE MADE BY THE GOVERNMENT TO THE CONTRAC?
TOR UNDER THIS CONTRACT OR SHALL OTHERWISE BE CREDITED TO THE PRICE OR
COST OF THE WORK COVERED BY THIS CONTRACT OR PAID IN SUCH OTHER MANNER AS
THE CONTRACTING OFFICER MAY DIRECT;
(VIII) COMPLETE PERFORMANCE OF SUCH PART OF THE WORK AS SHALL
NOT HAVE BEEN TERMINATED BY THE NOTICE OF TERMINATION; AND
(IX) TAKE SUCH ACTION AS MAY BE NECESSARY, OR AS THE CONTRACT?
ING OFFICER MAY DIRECT, FOR THE PROTECTION AND PRESERVATION OF THE
PROPERTY RELATED TO THIS CONTRACT WHICH IS IN THE POSSESSION OF
CONTRACTOR IN WHICH THE GOVERNMENT HAS OR MAY ACQUIRE AN INTEREST.
THE CONTRACTOR SHALL PROCEED IMMEDIATELY WITH THE PERFORMANCE OF THE ABOVE
OBLIGATIONS NOTWITHSTANDING ANY DELAY IN DETERMINING OR ADJUSTING THE AMOUNT
22
NOTICE
This material contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
?SEW
(When Filled In)
/
?
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
Declassified in Part- Sanitized Copy Approved forRelease2014/05/08 : CIA-RDP78-03330A004200080003-0
? ?
/ ?SECRET- ,
OF THE FEE, OR ANY ITEM OF REIMBURSABLE COST, UNDER THIS CLAUSE. AT ANY TIME
AFTER EXPIRATION OF THE PLANT CLEARANCE PERIOD, AS DEFINED IN SECTION VIII,
ARMED SERVICES PROCUREMENT REGULATION, AS IT MAY BE AMENDED FROM TIME TO TIME,
THE CONTRACTOR MAY SUBMIT TO THE CONTRACTING OFFICER A LIST, CERTIFIED AS To
QUANTITY AND QUALITY, OF ANY OR ALL ITEMS OF TERMINATION INVENTORY NOT PREVIOUSLY
DISPOSED OF, EXCLUSIVE OF ITEMS THE DISPOSITION OF WHICH HAS BEEN DIRECTED OR
AUTHORIZED BY THE CONTRACTING OFFICER, AND MAY REQUEST THE GOVERNMENT TO REMOVE
SUCH ITEMS OR ENTER INTO A STORAGE AGREEMENT COVERING THEM. NOT LATER THAN
FIFTEEN (15) DAYS THEREAFTER, THE GOVERNMENT WILL ACCEPT SUCH ITEMS AND REMOVE
THEM OR ENTER INTO A STORAGE AGREEMENT COVERING THE SAME; PROVIDED THAT THE
LIST SUBMITTED SHALL BE SUBJECT TO VERIFICATION BY THE CONTRACTING OFFICER
UPON REMOVAL OF THE ITEMS, OR IF THE ITEMS ARE STORED, WITHIN FORTY?FIVE (45)
DAYS FROM THE DATE OF SUBMISSION OF THE LIST, AND ANY NECESSARY ADJUSTMENT TO
CORRECT THE LIST AS SUBMITTED SHALL BE MADE PRIOR TO FINAL SETTLEMENT.
(C) AFTER RECEIPT OF A NOTICE OF TERMINATION, THE CONTRACTOR SHALL SUB?
MIT TO THE CONTRACTING OFFICER ITS TERMINATION CLAIM IN THE FORM AND WITH THE
CERTIFICATION PRESCRIBED BY THE CONTRACTING OFFICER. SUCH CLAIM SHALL BE SUB?
MITTED PROMPTLY BUT IN NO EVENT LATER THAN ONE YEAR FROM THE EFFECTIVE DATE OF
TERMINATION, UNLESS ONE OR MORE EXTENSIONS IN WRITING ARE GRANTED BY THE CON?
TRACTING OFFICER UPON REQUEST OF THE CONTRACTOR MADE IN WRITING WITHIN SUCH
ONE YEAR PERIOD OR AUTHORIZED EXTENSION THEREOF. HOWEVER, IF THE CONTRACTING
OFFICER DETERMINES THAT THE FACTS JUSTIFY SUCH ACTION, HE MAY RECEIVE AND ACT
UPON ANY SUCH TERMINATION CLAIM AT ANY TIME AFTER SUCH ONE YEAR PERIOD OR
ANY EXTENSION THEREOF. UPON FAILURE OF THE CONTRACTOR TO SUBMIT ITS TERMINATION
CLAIM WITHIN THE TIME ALLOWED, THE CONTRACTING OFFICER MAY DETERMINE, ON THE
BASIS OF INFORMATION AVAILABLE TO HIM, THE AMOUNT, IF ANY, DUE TO THE CONTRAC?
TOR BY REASON OF THE TERMINATION AND SHALL THEREUPON PAY TO THE CONTRACTOR
THE AMOUNT SO DETERMINED.
(D) SUBJECT TO THE PROVISIONS OF PARAGRAPH (C), THE CONTRACTOR AND THE
CONTRACTING OFFICER MAY AGREE UPON THE WHOLE OR ANY PART OF THE AMOUNT OR
AMOUNTS To BE PAID (INCLUDING AN ALLOWANCE FOR THE FEE) To THE CONTRACTOR BY
REASON OF THE TOTAL OR PARTIAL TERMINATION OF WORK PURSUANT TO THIS CLAUSE.
THE CONTRACT SHALL BE AMENDED ACCORDINGLY, AND THE CONTRACTOR SHALL BE PAID
THE AGREED AMOUNT.
(E) IN THE EVENT OF THE FAILURE OF THE CONTRACTOR AND THE CONTRACTING
OFFICER TO AGREE IN WHOLE OR IN PART, AS PROVIDED IN PARAGRAPH (D), AS TO THE
AMOUNTS WITH RESPECT TO COSTS AND FEE, OR AS TO THE AMOUNT OF THE FEE, TO BE
PAID TO THE CONTRACTOR IN CONNECTION WITH THE TERMINATION OF WORK PURSUANT TO
THIS CLAUSE, THE CONTRACTING OFFICER SHALL DETERMINE) ON THE BASIS OF INFORMA?
TION AVAILABLE TO HIM) THE AMOUNT) IF ANY DUE TO THE CONTRACTOR BY REASON
OF THE TERMINATION AND SHALL PAY TO THE CONTRACTOR THE AMOUNT DETERMINED AS
FOLLOWS:
23
NOTICE
This material contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
(When Filled Filled In)
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
(I) IF THE SETTLEMENT INCLUDES COST AND FEE--
(A) THERE SHALL BE INCLUDED THEREIN ALL COSTS AND EXPENSES
REIMBURSABLE IN ACCORDANCE WITH THIS CONTRACT, NOT PREVIOUSLY
PAID TO THE CONTRACTOR FOR THE PERFORMANCE OF THIS CONTRACT PRIOR
TO THE EFFECTIVE DATE OF THE NOTICE OF TERMINATION, AND SUCH OF
THESE COSTS AS MAY CONTINUE FOR A REASONABLE TIME THEREAFTER WITH
THE APPROVAL OF OR AS DIRECTED BY THE CONTRACTING OFFICER; PRO?
VIDED, HOWEVER, THAT THE CONTRACTOR SHALL PROCEED AS RAPIDLY AS
PRACTICABLE TO DISCONTINUE SUCH COSTS;
(B) THERE SHALL BE INCLUDED THEREIN SO FAR AS NOT INCLUDED
UNDER (A) ABOVE, THE COST OF SETTLING AND PAYING CLAIMS ARISING
OUT OF THE TERMINATION OF WORK UNDER SUBCONTRACTS OR ORDERS, AS
PROVIDED IN PARAGRAPH (B) (V) ABOVE, WHICH ARE PROPERLY CHARGE?
ABLE TO THE TERMINATED PORTION OF THE CONTRACT;
(C) THERE SHALL BE INCLUDED THEREIN THE REASONABLE COSTS OF
SETTLEMENT, INCLUDING ACCOUNTING, LEGAL, CLERICAL, AND OTHER- EX?
PENSES REASONABLY NECESSARY FOR THE PREPARATION OF SETTLEMENT
CLAIMS AND SUPPORTING DATA WITH RESPECT TO THE TERMINATED PORTION
OF THE CONTRACT AND FOR THE TERMINATION AND SETTLEMENT OF SUB?
CONTRACTS THEREUNDER, TOGETHER WITH REASONABLE STORAGE, TRANS?
PORTATION, AND OTHER COSTS INCURRED IN CONNECTION WITH THE PRO?
TECTION OR DISPOSITION OF TERMINATION INVENTORY; PROVIDED, HOWEVER,
THAT IF THE TERMINATION IS FOR DEFAULT OF THE CONTRACTOR THERE
SHALL NOT BE INCLUDED ANY AMOUNTS FOR THE PREPARATION OF THE
CONTRACTOR'S SETTLEMENT PROPOSAL; AND
(D) THERE SHALL BE INCLUDED THEREIN A PORTION OF THE FEE PAYA?
BLE UNDER THE CONTRACT DETERMINED AS FOLLOWS?
(I) IN THE EVENT OF THE TERMINATION OF THIS CONTRACT
FOR THE CONVENIENCE OF THE GOVERNMENT AND NOT FOR THE DEFAULT
OF THE CONTRACTOR, THERE SHALL BE PAID A PERCENTAGE OF THE
FEE EQUIVALENT TO THE PERCENTAGE OF THE COMPLETION OF WORK
CONTEMPLATED BY THE CONTRACT, LESS FEE PAYMENTS PREVIOUSLY
MADE HEREUNDER; OR
( I I ) IN THE EVENT OF THE TERMINATION OF THIS CONTRACT
FOR THE DEFAULT OF THE CONTRACTOR, THE TOTAL FEE PAYABLE
SHALL BE SUCH PROPORTIONATE PART OF THE FEE (OR, IF THIS
CONTRACT CALLS FOR ARTICLES OF DIFFERENT TYPES, OF SUCH PART
OF THE FEE AS IS REASONABLY ALLOCABLE TO THE TYPE OF ARTICLE
UNDER CONSIDERATION) AS THE TOTAL NUMBER OF ARTICLES DELIVERED
TO AND ACCEPTED BY THE GOVERNMENT BEARS TO THE TOTAL NUMBER OF
ARTICLES OF A LIKE KIND CALLED FOR BY THIS CONTRACT;
IF THE AMOUNT DETERMINED UNDER THIS SUBPARAGRAPH (I) IS LESS THAN THE
TOTAL PAYMENT THERETOFORE MADE TO THE CONTRACTOR, THE CONTRACTOR SHALL
REPAY TO THE GOVERNMENT THE EXCESS AMOUNT; OR
24
NOTICE
This material contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
*CRT
(When Filled In)
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
/Th
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
/
,
ifeRET--
/
(II) IF THE SETTLEMENT INCLUDES ONLY THE FEE, THE AMOUNT
THEREOF WILL BE DETERMINED IN ACCORDANCE WITH SUBPARAGRAPH (I)
(D) ABOVE.
Cr) THE CONTRACTOR SHALL HAVE THE RIGHT OF APPEAL, UNDER THE CLAUSE
OF THIS CONTRACT ENTITLED "DISPUTES," FROM ANY DETERMINATION MADE BY THE
CONTRACTING OFFICER UNDER PARAGRAPHS (C) OR (E) ABOVE, EXCEPT THAT IF THE
CONTRACTOR HAS FAILED TO SUBMIT ITS CLAIM WITHIN THE TIME PROVIDED IN
PARAGRAPH (C) ABOVE AND HAS FAILED TO REQUEST EXTENSION OF SUCH TIME, IT
SHALL HAVE NO SUCH RIGHT OF APPEAL. IN ANY CASE WHERE THE CONTRACTING
OFFICER HAS MADE A DETERMINATION OF THE AMOUNT DUE UNDER PARAGRAPH (C) OR
(E) ABOVE, THE GOVERNMENT SHALL PAY TO THE CONTRACTOR THE FOLLOWING: (I)
IF THERE IS NO RIGHT OF APPEAL HEREUNDER OR IF NO TIMELY APPEAL HAS BEEN
TAKEN, THE AMOUNT SO DETERMINED BY THE CONTRACTING OFFICER, ?OR (II) IF AN
APPEAL HAS BEEN TAKEN, THE AMOUNT FINALLY DETERMINED ON SUCH APPEAL.
(G) IN ARRIVING AT THE AMOUNT DUE THE CONTRACTOR UNDER THIS CLAUSE
THERE SHALL BE DEDUCTED (I) ALL UNLIQUIDATED ADVANCE OR OTHER PAYMENTS
THERETOFORE MADE TO THE CONTRACTOR, APPLICABLE TO THE TERMINATED PORTION
OF THIS CONTRACT, (II) ANY CLAIM WHICH THE GOVERNMENT MAY HAVE AGAINST
THE CONTRACTOR IN CONNECTION WITH THIS CONTRACT, AND (III) THE AGREED
PRICE FOR, OR THE PROCEEDS OF SALE OF, ANY MATERIALS, SUPPLIES, OR OTHER
THINGS ACQUIRED BY THE CONTRACTOR OR SOLD PURSUANT TO THE PROVISIONS OF THIS
CLAUSE AND NOT OTHERWISE RECOVERED BY OR CREDITED TO THE GOVERNMENT.
(H) IN THE EVENT OF A PARTIAL TERMINATION, THE PORTION OF THE FEE
WHICH IS PAYABLE WITH RESPECT TO THE WORK UNDER THE CONTINUED PORTION OF
THE CONTRACT SHALL BE EQUITABLY ADJUSTED BY AGREEMENT BETWEEN THE CONTRAC?
TOR AND THE CONTRACTING OFFICER, AND SUCH ADJUSTMENT SHALL BE EVIDENCED BY
AN AMENDMENT TO THIS CONTRACT.
(I) THE GOVERNMENT MAY FROM TIME TO TIME, UNDER SUCH TERMS AND CONDI?
TIONS AS IT MAY PRESCRIBE, MAKE PARTIAL PAYMENTS AND PAYMENTS ON ACCOUNT
AGAINST COSTS INCURRED BY THE CONTRACTOR IN CONNECTION WITH THE TERMINATED
PORTION OF THE CONTRACT WHENEVER IN THE OPINION OF THE CONTRACTING OFFICER
THE AGGREGATE OF SUCH PAYMENTS SHALL BE WITHIN THE AMOUNT TO WHICH THE CON?
TRACTOR WILL BE ENTITLED HEREUNDER. IF THE TOTAL OF SUCH PAYMENTS IS IN
EXCESS OF THE AMOUNT FINALLY DETERMINED TO BE DUE UNDER THIS CLAUSE, SUCH
EXCESS SHALL BE PAYABLE BY THE CONTRACTOR TO THE GOVERNMENT UPON DEMAND,
TOGETHER WITH INTEREST COMPUTED AT THE RATE OF 6 PERCENT PER ANNUM) FOR THE
PERIOD FROM THE DATE SUCH EXCESS PAYMENT IS RECEIVED BY THE CONTRACTOR TO
THE DATE ON WHICH SUCH EXCESS IS REPAID TO THE GOVERNMENT; PROVIDED, HOWEVER,
THAT NO INTEREST SHALL BE CHARGED WITH RESPECT TO ANY SUCH EXCESS PAYMENT
ATTRIBUTABLE TO A REDUCTION IN THE CONTRACTOR'S CLAIM BY REASON OF RETENTION
OR OTHER DISPOSITION OF TERMINATION INVENTORY UNTIL TEN DAYS AFTER THE DATE
OF SUCH RETENTION OR DISPOSITION, OR SUCH LATER DATE AS DETERMINED BY THE
CONTRACTING OFFICER BY REASON OF THE CIRCUMSTANCES.
25
NOTICE
This material contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
(When FilledFilled In)
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
-SEW
(J) THE PROVISIONS OF THIS CLAUSE RELATING TO THE FEE SHALL BE INAPPLICA?
BLE IF THIS CONTRACT DOES NOT PROVIDE FOR PAYMENT OF A FEE.
(K) UNLESS OTHERWISE PROVIDED FOR IN THIS CONTRACT, OR BY APPLICABLE
STATUTE, THE CONTRACTOR FROM THE EFFECTIVE DATE OF TERMINATION AND FOR A
PERIOD OF SIX YEARS AFTER FINAL SETTLEMENT UNDER THIS CONTRACT, SHALL PRESERVE
AND MAKE AVAILABLE TO THE GOVERNMENT AT ALL REASONABLE TIMES AT THE OFFICE OF
THE CONTRACTOR, BUT WITHOUT DIRECT CHARGE TO THE GOVERNMENT, ALL ITS BOOKS,
RECORDS, DOCUMENTS, AND OTHER EVIDENCE BEARING ON THE COST AND EXPENSES OF
THE CONTRACTOR UNDER THIS CONTRACT AND RELATING TO THE WORK TERMINATED HERE?
UNDER, OR, TO THE EXTENT APPROVED BY THE CONTRACTING OFFICER, PHOTOGRAPHS,
MICRO?PHOTOGRAPHS, OR OTHER AUTHENTIC REPRODUCTIONS THEREOF.
ARTICLE 20 AUTHORIZATION AND CONSENT:
THE GOVERNMENT HEREBY GIVES ITS AUTHORIZATION AND CONSENT FOR ALL USE
AND MANUFACTURE OF ANY PATENTED INVENTION IN THE PERFORMANCE OF THIS CONTRACT
OR ANY PART HEREOF OR ANY AMENDMENT HERETO OR ANY SUBCONTRACT HEREUNDER
(INCLUDING ANY LOWER?TIER SUBCONTRACT).
ARTICLE 21 NOTICE AND ASSISTANCE REGARDING PATENT INFRINGEMENT:
THE PROVISIONS OF THIS CLAUSE SHALL BE APPLICABLE ONLY IF THE AMOUNT
OF THE CONTRACT EXCEEDS $10,000.
(A) THE CONTRACTOR SHALL REPORT. TO THE CONTRACTING OFFICER, PROMPTLY
AND IN REASONABLE WRITTEN DETAIL, EACH NOTICE OR CLAIM OF PATENT INFRINGE?
MENT BASED ON THE PERFORMANCE OF THE CONTRACT OF WHICH THE CONTRACTOR HAS
KNOWLEDGE.
(B) IN THE EVENT OF ANY SUIT AGAINST THE GOVERNMENT, OR ANY CLAIM
AGAINST THE GOVERNMENT MADE BEFORE SUIT HAS BEEN INSTITUTED, ON ACCOUNT OF
ANY ALLEGED PATENT INFRINGEMENT ARISING OUT OF THE PERFORMANCE OF THE
CONTRACT OR OUT OF THE USE OF ANY SUPPLIES FURNISHED OR WORK OR SERVICES
PERFORMED HEREUNDER, THE CONTRACTOR SHALL FURNISH TO THE GOVERNMENT, UPON
REQUEST, ALL EVIDENCE AND INFORMATION IN POSSESSION OF THE CONTRACTOR
PERTAINING TO SUCH SUIT OR CLAIM. SUCH EVIDENCE AND INFORMATION SHALL'
BE FURNISHED AT THE EXPENSE OF THE GOVERNMENT EXCEPT IN THOSE- CASES IN
WHICH THE CONTRACTOR HAS AGREED TO INDEMNIFY THE GOVERNMENT AGAINST THE
CLAIM BEING ASSERTED.
ARTICLE 22 PATENT RIGHTS:
(A) AS USED IN THIS CLAUSE, THE FOLLOWING TERMS SHALL HAVE THE MEAN?
INGS SET FORTH BELOW:
(I) THE TERM "SUBJECT INVENTION" MEANS ANY INVENTION, IMPROVE?
MENT, OR DISCOVERY (WHETHER OR NOT PATENTABLE) CONCEIVED OR FIRST
ACTUALLY REDUCED TO PRACTICE EITHER--
26
NOTICE
This material contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
(When Filled Filled In)
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
Declassified in Part- Sanitized Copy Approved forRelease2014/05/08 : CIA-RDP78-03330A004200080003-0
(
-SECRET'
(A) IN THE PERFORMANCE OF THE EXPERIMENTAL, DEVELOP?
MENTAL, OR RESEARCH WORK CALLED FOR OR REQUIRED UNDER THIS
CONTRACT; OR
(B) IN THE PERFORMANCE OF ANY EXPERIMENTAL, DEVELOP?
MENTAL, OR RESEARCH WORK RELATING TO THE SUBJECT MATTER OF
THIS CONTRACT WHICH WAS DONE UPON AN UNDERSTANDING IN WRITING
THAT A CONTRACT WOULD BE AWARDED;
PROVIDED THAT THE'TERM "SUBJECT INVENTIONIISHALL NOT INCLUDE ANY
INVENTION WHICH IS SPECIFICALLY IDENTIFIED AND LISTED IN THE
SCHEDULE FOR THE PURPOSE OF EXCLUDING IT FROM THE LICENSE GRANTED
BY THIS CLAUSE.
(11) THE TERM "TECHNICAL PERSONNEL" MEANS ANY PERSON EMPLOYED
BY OR WORKING UNDER CONTRACT WITH THE CONTRACTOR (OTHER THAN A SUB?
CONTRACTOR WHOSE RESPONSIBILITIES WITH RESPECT TO RIGHTS ACCRUING TO
THE GOVERNMENT IN INVENTIONS ARISING UNDER SUBCONTRACTS SET FORTH IN
(G), (H), AND (1) BELOW) WHO, BY REASON OF THE NATURE OF HIS DUTIES
IN CONNECTION WITH THE PERFORMANCE OF THIS CONTRACT, WOULD REASONABLY
BE EXPECTED TO MAKE INVENTIONS.
(111) THE TERMS 'SUBCONTRACT" AND 'SUBCONTRACTOR" MEAN ANY
SUBCONTRACT OR SUBCONTRACTOR OF THE CONTRACTOR, AND ANY LOWER?TIER
SUBCONTRACT OR SUBCONTRACTOR UNDER THIS CONTRACT.
ELULtittitn"'IT"e"trn"EllaR"'ATOliitANtenSIDES-14ER Ef3Y-,,GWA141---T-0- Ili E.- GO.V.
NT AN IRREVOCABLE, NONEXCLUSIVE, NONTRANSFERABLE, AND ROYALTY?FREE
LICENSE TO PRACTICE, AND CAUSE TO BE PRACTICED BY OR OR-THE UNITED
STATES GOVERNMENT, THROUGHOUT THE WORLD, EACH SUBJECT INVENTION IN THE
MANUFACTURE, USE AND DISPOSITION ACCORD,MG-To LAW, OF ANY ARTICLE OR
MATERIAL, AND IN THE USE _0_5.9y.MSTHOD. No LICENSE GRANTED HEREIN SHALL
CONVEY ANY RIGHT TO E-..-GOVERNMENT TO MANUFACTURE, HAVE MANUFACTURED, OR
USE ANY SUB VENT1ON FOR THE PURPOSE OF PROVIDING SERVICES OR SUP?
GENERAL PUBLIC IN COMPETITION WITH THE CONTRACTOR OR THE
.'reOttiltkelkORCOPIVIERVVA 1:1-C-ENSTEST1V-"-THE l'C'ENSED 7,-FTELVS77=
(B) (2) WITH RESPECT TO:
(1) ANY SUBJECT INVENTION MADE BY OTHER THAN TECHNICAL
PERSONNEL;
(11) ANY SUBJECT INVENTION CONCEIVED PRIOR TO, BUT FIRST
ACTUALLY REDUCED TO PRACTICE IN THE COURSE OF, ANY OF THE EXPERI?
MENTAL, DEVELOPMENTAL, OR RESEARCH WORK SPECIFIED IN (A) (1) ABOVE;
AND
(110 THE PRACTICE OF ANY SUBJECT INVENTION IN FOREIGN
COUNTRIES;
THE OBLIGATION OF THE CONTRACTOR TO GRANT A LICENSE AS PROVIDED IN ,
(B) (1) ABOVE, TO CONVEY TITLE AS PROVIDED IN (D) (11) (B) OR (D) (IV)
BELOW, AND TO CONVEY FOREIGN RIGHTS AS PROVIDED IN (E) BELOW, SHALL BE
27
NOTICE
This material contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
SEM--
(When Filled In)
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
SECE
LIMITED TO THE EXTENT OF THE CONTRACTOR'S RIGHT TO GRANT THE SAME
WITHOUT INCURRING ANY OBLIGATION TO PAY ROYALTIES OR OTHER COMPENSA?
TION TO OTHERS SOLELY ON ACCOUNT OF SAID GRANT. NOTHING CONTAINED
IN THIS PATENT RIGHTS CLAUSE SHALL BE DEEMED TO GRANT ANY LICENSE
UNDER ANY INVENTION OTHER THAN A SUBJECT INVENTION.
(C) THE CONTRACTOR SHALL FURNISH TO THE CONTRACTING OFFICER THE
FOLLOWING INFORMATION AND REPORTS CONCERNING SUBJECT INVENTIONS WHICH
REASONABLY APPEAR TO BE PATENTABLE:
( I )
(I) A WRITTEN DISCLOSURE PROMPTLY AFTER CONCEPTION OR FIRST
ACTUAL REDUCTION TO PRACTICE OF EACH SUCH INVENTION TOGETHER WITH
A WRITTEN STATEMENT SPECIFYING WHETHER OR NOT A UNITED STATES PATENT
APPLICATION CLAIMING THE INVENTION HAS BEEN OR WILL BE FILED BY OR
ON BEHALF OF THE CONTRACTOR;
(II) INTERIM REPORTS AT LEAST EVERY TWELVE MONTHS, COMMENCING
WITH THE DATE OF THIS CONTRACT, EACH LISTING ALL SUCH INVENTIONS
CONCEIVED OR FIRST ACTUALLY REDUCED TO PRACTICE MORE THAN THREE MONTHS
PRIOR TO THE DATE OF THE REPORT, AND NOT LISTED ON A PRIOR INTERIM
REPORT, OR CERTIFYING THAT THERE ARE NO SUCH UNREPORTED INVENTIONS;
AND
(III) PRIOR TO FINAL SETTLEMENT OF THIS CONTRACT, A FINAL
REPORT LISTING ALL SUCH INVENTIONS INCLUDING ALL THOSE PREVIOUSLY
LISTED IN INTERIM REPORTS.
(D) IN CONNECTION WITH EACH SUBJECT INVENTION REFERRED TO IN (C)
ABOVE, THE CONTRACTOR SHALL DO THE FOLLOWING:
(I) IF THE CONTRACTOR SPECIFIES THAT A UNITED STATES PATENT
APPLICATION CLAIMING SUCH INVENTION WILL BE FILED, THE CONTRACTOR
SHALL FILE OR CAUSE TO BE FILED SUCH APPLICATION IN DUE FORM AND
TIME; HOWEVER, IF THE CONTRACTOR, AFTER HAVING SPECIFIED THAT SUCH
AN APPLICATION WOULD BE FILED, DECIDES NOT TO FILE OR CAUSE TO BE FILED
SAID APPLICATION, THE CONTRACTOR SHALL SO NOTIFY THE CONTRACTING
OFFICER AT THE EARLIEST PRACTICABLE DATE AND IN ANY EVENT NOT LATER
THAN EIGHT MONTHS AFTER FIRST PUBLICATION, PUBLIC USE OR SALE.
(II) IF THE CONTRACTOR SPECIFIES THAT A UNITED STATES PATENT
APPLICATION CLAIMING SUCH INVENTION HAS NOT BEEN FILED AND WILL NOT
BE FILED (OR HAVING SPECIFIED THAT SUCH AN APPLICATION WILL BE FILED
THEREAFTER NOTIFIES THE CONTRACTING OFFICER TO THE CONTRARY), THE
CONTRACTOR SHALL:
(A) INFORM THE CONTRACTING OFFICER IN WRITING AT THE
EARLIEST PRACTICABLE DATE OF ANY PUBLICATION OF SUCH INVENTION
MADE BY OR KNOWN TO THE CONTRACTOR OR, WHERE APPLICABLE, OF ANY
CONTEMPLATED PUBLICATION BY THE CONTRACTOR, STATING THE DATE
AND IDENTITY OF SUCH PUBLICATION OR CONTEMPLATED PUBLICATION;
AND
(B) CONVEY TO THE GOVERNMENT THE CONTRACTOR'S ENTIRE
-RIGHT, TITLE, AND INTEREST IN SUCH INVENTION BY DELIVERING TO
28
NOTICE
This material, contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
--SECRET
, (When Filled In)
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
Declassified in Part- Sanitized Copy Approved forRelease2014/05/08 : CIA-RDP78-03330A004200080003-0
r
SECRET--
THE CONTRACTING OFFICER UPON WRITTEN REQUEST SUCH DULY
EXECUTED INSTRUMENTS (PREPARED BY THE GOVERNMENT) OF
ASSIGNMENT AND APPLICATION, AND SUCH OTHER PAPERS AS
ARE DEEMED NECESSARY TO VEST IN THE GOVERNMENT THE CON?
TRACTOR'S RIGHT, TITLE, AND INTEREST AFORESAID, AND THE
RIGHT TO APPLY FOR AND PROSECUTE PATENT APPLICATIONS COVERING
SUCH INVENTION THROUGHOUT THE WORLD, SUBJECT, HOWEVER, TO
THE RIGHTS OF THE CONTRACTOR IN FOREIGN APPLICATIONS AS PRO?
VIDED IN (E) BELOW, AND SUBJECT FURTHER TO THE RESERVATION
OF A NON?EXCLUSIVE AND ROYALTY?FREE LICENSE TO THE CONTRAC?
TOR (AND TO ITS EXISTING AND FUTURE ASSOCIATED AND AFFILIATED
COMPANIES, IF ANY, WITHIN THE CORPORATE STRUCTURE OF WHICH
THE CONTRACTOR IS A PART) WHICH LICENSE SHALL BE ASSIGNABLE TO
THE SUCCESSOR OF THAT PART OF THE CONTRACTOR'S BUSINESS TO
WHICH SUCH INVENTION PERTAINS;
(III) THE CONTRACTOR SHALL FURNISH PROMPTLY TO THE CON?
TRACTING OFFICER ON REQUEST AN IRREVOCABLE POWER OF ATTORNEY TO
INSPECT AND MAKE COPIES OF EACH UNITED STATES PATENT APPLICATION
FILED BY OR ON BEHALF OF THE CONTRACTOR COVERING ANY SUCH INVENTION;
(IV) IN THE EVENT THE CONTRACTOR, OR THOSE OTHER THAN THE
GOVERNMENT DERIVING RIGHTS FROM THE CONTRACTOR, ELECTS NOT TO CON?
TINUE PROSECUTION OF ANY SUCH UNITED STATES PATENT APPLICATION FILED
BY OR ON BEHALF OF THE CONTRACTOR, THE CONTRACTOR SHALL SO NOTIFY
THE CONTRACTING OFFICER NOT LESS THAN SIXTY DAYS BEFORE THE EXPIRA?
TION OF THE RESPONSE PERIOD AND, UPON WRITTEN REQUEST, DELIVER TO
THE CONTRACTING OFFICER SUCH DULY EXECUTED INSTRUMENTS (PREPARED
BY THE GOVERNMENT) AS ARE DEEMED NECESSARY TO VEST IN THE GOVERN?
MENT THE CONTRACTOR'S ENTIRE RIGHT, TITLE, AND INTEREST IN SUCH
INVENTION AND THE APPLICATION, SUBJECT TO THE RESERVATION AS SPECIFIED
IN (D) (II) ABOVE; AND
(V) THE CONTRACTOR SHALL DELIVER TO THE CONTRACTING OFFICER
DULY EXECUTED INSTRUMENTS FULLY CONFIRMATORY OF ANY LICENSE RIGHTS
HEREIN AGREED TO BE GRANTED TO THE GOVERNMENT.
(E) THE CONTRACTOR, OR THOSE OTHER THAN THE GOVERNMENT DERIVING
RIGHTS FROM THE CONTRACTOR, SHALL, AS BETWEEN THE PARTIES HERETO, HAVE
THE EXCLUSIVE RIGHT TO FILE APPLICATIONS ON SUBJECT INVENTIONS IN EACH
FOREIGN COUNTRY WITHIN:
(I) NINE MONTHS FROM THE DATE A CORRESPONDING UNITED STATES
APPLICATION IS FILED;
(II) SIX MONTHS FROM THE DATE PERMISSION IS GRANTED TO FILE
FOREIGN APPLICATIONS WHERE SUCH FILING HAD BEEN PROHIBITED FOR SECURITY
REASONS; OR
(III) SUCH LONGER PERIOD AS MAY BE APPROVED BY THE CONTRACTING
OFFICER.
29
NOTICE
This material contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
(When Filled In)
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Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
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THE CONTRACTOR SHALL, UPON WRITTEN REQUEST OF THE CONTRACTING OFFICER
CONVEY TO THE GOVERNMENT THE CONTRACTOR'S ENTIRE RIGHT, TITLE AND IN?
TEREST IN EACH SUBJECT INVENTION IN EACH FOREIGN COUNTRY IN WHICH AN
APPLICATION HAS NOT BEEN FILED WITHIN THE TIME ABOVE SPECIFIED, SUBJECT
TO THE RESERVATION OF A NON?EXCLUSIVE AND ROYALTY?FREE LICENSE TO THE CON?
TRACTOR TOGETHER WITH THE RIGHT OF THE CONTRACTOR TO GRANT SUBLICENSES,
WHICH LICENSE AND RIGHT SHALL BE ASSIGNABLE TO THE SUCCESSOR OF THAT PART
OF THE CONTRACTOR'S BUSINESS TO WHICH THE SUBJECT INVENTION PERTAINS.
(F) IF THE CONTRACTOR FAILS TO DELIVER TO THE CONTRACTING OFFICER
THE INTERIM REPORTS REQUIRED BY (C) (11) ABOVE, OR FAILS TO FURNISH THE
WRITTEN DISCLOSURES FOR ALL SUBJECT INVENTIONS REQUIRED BY (C) (1) ABOVE
SHOWN TO BE DUE IN ACCORDANCE WITH ANY INTERIM REPORT DELIVERED UNDER
(C) (II) OR OTHERWISE KNOWN To BE UNREPORTED, THERE SHALL BE WITHHELD
FROM PAYMENT UNTIL THE CONTRACTOR SHALL HAVE CORRECTED SUCH FAILURES
EITHER TEN PERCENT (10%) OF THE AMOUNT OF THIS CONTRACT, AS FROM TIME
TO TIME AMENDED, OR FIVE THOUSAND DOLLARS ($5,000)2 WHICHEVER IS LESS.
AFTER PAYMENT OF EIGHTY PERCENT (80%) OF THE AMOUNT OF THIS CONTRACT,
AS FROM TIME TO TIME AMENDED, PAYMENT SHALL BE WITHHELD UNTIL A RESERVE
OF EITHER TEN PERCENT (10%) OF SUCH AMOUNTS OR FIVE THOUSAND DOLLARS
($5,000), WHICHEVER IS LESS, SHALL HAVE BEEN SET ASIDE, SUCH RESERVE OR
BALANCE THEREOF TO BE RETAINED UNTIL THE CONTRACTOR SHALL HAVE FURNISHED
To THE CONTRACTING OFFICER:
(I) THE FINAL REPORT REQUIRED BY (C) (III) ABOVE;
(II) WRITTEN DISCLOSURES FOR ALL SUBJECT INVENTIONS REQUIRED
BY (c) (I) ABOVE WHICH ARE SHOWN TO BE DUE IN ACCORDANCE WITH INTERIM
REPORTS DELIVERED UNDER (C) (II) ABOVE, OR IN ACCORDANCE WITH SUCH
FINAL REPORTS, OR ARE OTHERWISE KNOWN TO BE UNREPORTED; AND
(III) THE INFORMATION As To ANY SUBCONTRACTOR REQUIRED BY (H)
BELOW.
THE MAXIMUM AMOUNT WHICH MAY BE WITHHELD UNDER THIS PARAGRAPH (F) SHALL
NOT EXCEED TEN PERCENT (10%) OF THE AMOUNT OF THIS CONTRACT OR FIVE
THOUSAND DOLLARS ($5000), WHICHEVER IS LESS, AND NO AMOUNT SHALL BE
WITHHELD UNDER THIS PARAGRAPH (F) WHEN THE AMOUNT SPECIFIED BY THIS
PARAGRAPH (F) IS BEING WITHHELD UNDER OTHER PROVISIONS OF THIS CONTRACT.
THE WITHHOLDING OF ANY AMOUNT OR SUBSEQUENT PAYMENT THEREOF TO THE CON?
TRACTOR SHALL NOT BE CONSTRUED AS A WAIVER OF ANY RIGHTS ACCRUING TO THE
GOVERNMENT UNDER THIS CONTRACT. THIS PARAGRAPH (F) SHALL NOT BE CONSTRUED
AS REQUIRING THE CONTRACTOR TO WITHHOLD ANY AMOUNTS FROM A SUBCONTRACTOR
TO ENFORCE COMPLIANCE WITH THE PATENT PROVISIONS OF A SUBCONTRACT.
(G) THE CONTRACTOR SHALL EXERT ALL REASONABLE EFFORT IN NEGOTIATING
FOR THE INCLUSION OF A PATENT RIGHTS CLAUSE CONTAINING ALL THE PROVISIONS
OF THIS PATENT RIGHTS CLAUSE EXCEPT PROVISIONS (F) AND (1) IN ANY SUB?
CONTRACT HEREUNDER OF THREE THOUSAND DOLLARS ($3,000) OR MORE HAVING
EXPERIMENTAL, DEVELOPMENTAL, OR RESEARCH WORK AS ONE OF ITS PURPOSES.
IN THE EVENT OF REFUSAL BY A SUBCONTRACTOR TO ACCEPT SUCH A PATENT RIGHTS
CLAUSE, THE CONTRACTOR SHALL NOT PROCEED WITH THE SUBCONTRACT WITHOUT
30
NOTICE
This material contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
RET-
(When Filled in)
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
Declassified in Part- Sanitized Copy Approved forRelease2014/05/08 : CIA-RDP78-03330A004200080003-0
?
?
WRITTEN AUTHORIZATION AUTHORIZATION OF THE CONTRACTING OFFICER OR UNLESS THERE HAS
BEEN A WAIVER OF THE REQUIREMENT AS HEREINAFTER PROVIDED. THE CON?
TRACTOR, IF UNABLE TO COMPLY WITH THE REQUIREMENT THAT SUCH A PATENT
RIGHTS CLAUSE BE INCLUDED IN A SUBCONTRACT AFTER EXERTING ALL REASONA?
BLE EFFORT TO DO SO, MAY SUBMIT TO THE CONTRACTING OFFICER A WRITTEN
REQUEST FOR WAIVER OR MODIFICATION OF SUCH REQUIREMENT. IF, WITHIN THIRTY?
FIVE (35) DAYS AFTER THE RECEIPT OF SUCH REQUEST, THE CONTRACTING OFFICER
DOES NOT MAIL OR OTHERWISE FURNISH THE CONTRACTOR WRITTEN DENIAL OF SUCH
REQUEST OR NOTIFICATION THAT THE GOVERNMENT REQUESTS THE CONTRACTOR'S
COOPERATION WITH THE GOVERNMENT, WHICH THE CONTRACTOR AGREES TO PROVIDE,
IN NEGOTIATING WITH THE SUBCONTRACTOR FOR THE ACCEPTANCE OF A SUITABLE
PATENT RIGHTS CLAUSE, THE REQUIREMENTS SHALL BE DEEMED TO HAVE BEEN WAIVED
BY THE CONTRACTING OFFICER AS TO ALL PATENT RIGHTS PROVISIONS WITH RESPECT
TO SUBJECT INVENTIONS, EXCEPT SUCH PROVISIONS, IF ANY, RELATING TO THE
PRODUCTION OR UTILIZATION OF SPECIAL NUCLEAR MATERIAL OR ATOMIC ENERGY.
SUCH REQUEST SHALL SPECIFICALLY STATE THAT THE CONTRACTOR HAS USED ALL
REASONABLE EFFORT TO COMPLY WITH SAID REQUIREMENT AND SHALL CITE THE
WAIVER PROVISION HEREINABOVE SET FORTH. THE CONTRACTOR IS NOT REQUIRED,
WHEN NEGOTIATING WITH A SUBCONTRACTOR, TO OBTAIN IN BEHALF OF THE GOV?
ERNMENT ANY RIGHTS IN SUBJECT INVENTIONS OTHER THAN AS PROVIDED HEREIN.
HOWEVER, THE CONTRACTOR IS NOT PRECLUDED FROM SEPARATELY NEGOTIATING WITH
A SUBCONTRACTOR FOR RIGHTS IN SUBJECT INVENTIONS FOR THE CONTRACTOR'S
OWN BEHALF, BUT ANY COSTS SO INCURRED SHALL NOT BE CONSIDERED AS AN ALLOWA?
BLE CHARGE OR COST UNDER THIS CONTRACT. REPORTS, INSTRUMENTS, AND OTHER
INFORMATION REQUIRED TO BE FURNISHED BY A SUBCONTRACTOR TO THE CONTRACT?
ING OFFICER UNDER THE PROVISIONS OF SUCH A PATENT RIGHTS CLAUSE IN A SUB?
CONTRACT HEREUNDER MAY, UPON MUTUAL CONSENT OF THE CONTRACTOR AND THE
SUBCONTRACTOR (OR BY DIRECTION OF THE CONTRACTING OFFICER) BE FURNISHED
TO THE CONTRACTOR FOR TRANSMISSION TO THE CONTRACTING OFFICER.
(H) THE CONTRACTOR SHALL, AT THE EARLIEST PRACTICABLE DATE, NOTIFY
THE CONTRACTING OFFICER IN WRITING OF ANY SUBCONTRACT CONTAINING ONE OR
MORE PATENT RIGHTS CLAUSES; FURNISH THE CONTRACTING OFFICER A COPY OF
EACH SUCH CLAUSES; NOTIFY THE CONTRACTING OFFICER WHEN SUCH SUBCONTRACT IS
COMPLETED. IT IS UNDERSTOOD THAT WITH RESPECT TO ANY SUBCONTRACT
CLAUSE GRANTING RIGHTS TO THE GOVERNMENT IN SUBJECT INVENTIONS, THE
GOVERNMENT IS A THIRD PARTY BENEFICIARY; AND THE CONTRACTOR HEREBY
ASSIGNS TO THE GOVERNMENT ALL THE RIGHTS THAT THE CONTRACTOR WOULD HAVE
TO ENFORCE THE SUBCONTRACTOR'S OBLIGATIONS FOR THE BENEFIT OF THE GOVERN?
MENT WITH RESPECT TO SUBJECT INVENTIONS. IF THERE ARE NO SUBCONTRACTS
CONTAINING PATENT RIGHTS CLAUSES, A NEGATIVE REPORT IS REQUIRED. THE
CONTRACTOR SHALL NOT BE OBLIGATED TO ENFORCE THE AGREEMENTS OF ANY SUB?
CONTRACTOR HEREUNDER RELATING TO THE OBLIGATIONS OF THE SUBCONTRACTOR
TO THE GOVERNMENT IN REGARD TO SUBJECT INVENTIONS.
(I) WHEN THE CONTRACTOR SHOWS THAT IT HAS BEEN DELAYED IN THE PER?
FORMANCE OF THIS CONTRACT BY REASON OF THE CONTRACTOR'S INABILITY TO OB?
TAIN, IN ACCORDANCE WITH THE REQUIREMENTS OF (G) ABOVE, THE PRESCRIBED
OR OTHER AUTHORIZED SUITABLE PATENT RIGHTS CLAUSE FROM A QUALIFIED SUBCON?
TRACTOR FOR ANY ITEM OR SERVICE REQUIRED UNDER THIS CONTRACT FOR WHICH
THE CONTRACTOR ITSELF DOES NOT HAVE AVAILABLE FACILITIES OR QUALIFIED
PERSONNEL, THE CONTRACTOR'S DELIVERY DATES SHALL BE EXTENDED FOR A PERIOD
31
NOTICE
This material contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
(When Filled In)
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
-SECRET-
OF TIME EQUAL TO THE DURATION OF SUCH DELAY. UPON REQUEST OF THE CON?
TRACTOR, THE CONTRACTING OFFICER SHALL DETERMINE TO WHAT EXTENT, IF ANY,
AN ADDITIONAL EXTENSION OF THE DELIVERY DATES AND INCREASE IN CONTRACT
PRICES BASED UPON ADDITIONAL COSTS INCURRED BY SUCH DELAY ARE PROPER
UNDER THE CIRCUMSTANCES; AND THE CONTRACT SHALL BE MODIFIED ACCORDINGLY.
BELE' -4.4--14TM?RESPECT TO ANY SUBJECT INVENTION MADE BY EMPLOYEES OF THE
CONTRACTOR (EXCEPT CLERICAL AND MANUAL LABOR PERSONNEL WHO DO NOT HAVE
ACCESS TO TECHNICAL DATA), AND RELATING TO THE PRODUCTION OR UTILIZATION
OF SPECIAL NUCLEAR MATERIAL OR ATOMIC ENERGY WITHIN THE PURVIEW OF THE
ATOMIC ENERGY ACTS OF 1946 (42 U. S. CODE 1801-1819) AND OF 1954/(42
U. S. CODE 2011-2296), THE CONTRACTOR AGREES:
(I) TO FURNISH TO THE UNITED STATES ATOMIC ENERGY COMMISSION
(HEREINAFTER IN THIS PARAGRAPH (J) REFERRED TO WTHE COMMISSION")
THROUGH THE CONTRACTING OFFICER COMPLETE INFORMATION REGARDING SUCH
SUBJECT INVENTION, THE COMMISSION TO HAVE 'THE SOLE AND CONCLUSIVE
POWER TO DETERMINE WHETHER AND WHERE A PATENT APPLICATION SHALL BE
FILED, AND TO DETERMINE THE DISPOSITI,Dp-;OF THE TITLE TO AND RIGHTS
UNDER ANY SUCH APPLICATION OR ANY PATtNT THAT MAY ISSUE THEREON;
(II) TO OBTAIN THE EXECUTION OF AND DELIVER TO THE COMMISSION
THROUGH THE CONTRACTING OFFICE, ALL DOCUMENTS RELATING TO EACH SUCH
SUBJECT INVENTION AND TO DOLL THINGS NECESSARY OR PROPER TO CARRY
OUT ANY DETERMINATION OF THE COMMISSION, MADE UNDER (J) (I) ABOVE;
(III) UNLESS THERWISE AUTHORIZED IN WRITING BY THE COMMISSION
THROUGH THE CONTRA' TING OFFICER TO OBTAIN PATENT AGREEMENTS FROM ALL
SUCH EMPLOYEE/ 'O EFFECTUATE THE PURPOSES OF THIS PARAGRAGH (J); AND
(IV UNLESS OTHERWISE AUTHORIZED IN WRITING BY THE COMMISSION
THROUG11/ HE CONTRACTING OFFICER, TO INSERT THIS PARAGRAPH (J) IN ALL
SUBCO tRACTS.
No CLA)4 FOR PECUNIARY WARD OR COMPENSATION UNDER THE PROVISIONS OF THE
ATO $1C ENERGY ACTS OF 1946 AND 1954 SHALL BE ASSERTED BY THE CONTRACTOR
0/ITS EMPLOYEES WITH RESPECT TO ANY SUBJECT INVENTION COVERED BY THIS
ARAGRAPH.
ARTICLE 23 FILING OF PATENT APPLICATIONS:
(A) BEFORE FILING OR CAUSING TO BE FILED A PATENT APPLICATION DIS.-
CLOSING ANY SUBJECT MATTER OF THIS CONTRACT, WHICH SUBJECT MATTER IS
CLASSIFIED "SECRET OR HIGHER, THE CONTRACTOR SHALL, CITING THE THIRTY
(30) DAY PROVISION BELOW, TRANSMIT THE PROPOSED APPLICATION TO THE CON?
TRACTING OFFICER FOR DETERMINATION WHETHER, FOR REASONS OF NATIONAL
SECURITY, SUCH APPLICATION SHOULD BE PLACED UNDER AN ORDER OF SECRECY OR
SEALED IN ACCORDANCE WITH THE PROVISIONS OF 35 U. S. CODE 181-188 OR THE
ISSUANCE OF A PATENT SHOULD BE OTHERWISE DELAYED UNDER PERTINENT STATUTES
OR REGULATIONS; AND THE CONTRACTOR SHALL OBSERVE ANY INSTRUCTIONS OF THE
CONTRACTING OFFICER WITH RESPECT TO THE MANNER OF DELIVERY OF THE PATENT
APPLICATION TO THE U. S. PATENT OFFICE FOR FILING, BUT THE CONTRACTOR
32
NOTICE
This material contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
(Th --SEGRff
(When Filled In)
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
Declassified in Part- Sanitized Copy Approved forRelease2014/05/08 : CIA-RDP78-03330A004200080003-0
fl? ?
,
SECRET-
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 FILE 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 CAUSES TO BE
FILED A PATENT APPLICATION DISCLOSING ANY SUBJECT MATTER OF THE CONTRACT,
WHICH SUBJECT MATTER IS CLASSIFIED "CONFIDENTIAL)" A COPY OF SUCH APPLICA?
TION FOR DETERMINATION WHETHER, FOR REASONS OF NATIONAL SECURITY, SUCH
APPLICATION SHOULD BE PLACED UNDER AN ORDER OF SECRECY OR THE ISSUANCE OF
A PATENT SHOULD OTHERWISE BE DELAYED UNDER PERTINENT STATUTES OR REGULATIONS.
(C) IN FILING ANY PATENT APPLICATION COMING WITHIN THE SCOPE OF THIS
CLAUSE, THE CONTRACTOR SHALL OBSERVE ALL APPLICABLE SECURITY REGULATIONS
COVERING THE TRANSMISSION OF CLASSIFIED SUBJECT MATTER.
ARTICLE 24 DATA:
(A) THE TERM "SUBJECT DATA" AS USED HEREIN INCLUDES WRITINGS, SOUND
RECORDINGS, PICTORIAL REPRODUCTIONS, DRAWINGS OR OTHER GRAPHICAL REPRE?
SENTATIONS, 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 INCI?
DENTAL TO CONTRACT ADMINISTRATION.
(B) THE CONTRACTOR AGREES TO AND DOES HEREBY GRANT TO THE GOVERN?
MENT, AND TO ITS oFFICERS, AGENTS, AND EMPLOYEES ACTING WITHIN THE SCOPE
OF THEIR OFFICIAL DUTIES, A ROYALTY?FREE, NONEXCLUSIVE AND IRREVOCABLE
LICENSE THROUGHOUT THE WORLD FOR GOVERNMENT PURPOSES TO PUBLISH, TRANSLATE,
REPRODUCE, DELIVER, PERFORM, DISPOSE OF, AND TO AUTHORIZE OTHERS SO TO DO,
ALL SUBJECT DATA NOW OR HEREAFTER COVERED BY COPYRIGHT; PROVIDED, THAT WITH
RESPECT TO THE SUBJECT DATA NOW OR HEREAFTER COVERED BY COPYRIGHT AND NOT
ORIGINATED IN THE PERFORMANCE OF THIS CONTRACTS SUCH LICENSE SHALL BE ONLY
TO THE EXTENT THAT THE CONTRACTOR, ITS EMPLOYEES, OR ANY INDIVIDUAL OR CON?
CERN SPECIFICALLY EMPLOYED OR ASSIGNED BY THE CONTRACTOR TO ORIGINATE AND
PREPARE SUCH DATA UNDER THIS CONTRACT, NOW HAS, OR PRIOR TO COMPLETION OR
FINAL SETTLEMENT OF THIS CONTRACT MAY ACQUIRE, THE RIGHT TO GRANT SUCH
LICENSE WITHOUT BECOMING LIABLE TO PAY COMPENSATION TO OTHERS SOLELY BECAUSE
OF SUCH GRANT.
(C) THE CONTRACTOR SHALL EXERT ALL REASONABLE EFFORT TO ADVISE THE
CONTRACTING OFFICER, AT THE TIME OF DELIVERY OF THE SUBJECT DATA FURNISHED
UNDER THIS CONTRACT, (I) OF ALL INVASIONS OF THE RIGHT OF PRIVACY CONTAINED
THEREIN AND (II) OF ALL PORTIONS OF SUCH DATA COPIED FROM WORK NOT COMPOSED
OR PRODUCED IN THE PERFORMANCE OF THIS CONTRACT AND NOT LICENSED UNDER THIS
CLAUSE.
4
(D) THE CONTRACTOR SHALL REPORT TO THE CONTRACTING OFFICER PROMPTLY
AND IN REASONABLE WRITTEN DETAIL, EACH NOTICE OR CLAIM OF COPYRIGHT IN?
FRINGEMENT RECEIVED BY THE CONTRACTOR WITH RESPECT TO ALL SUBJECT DATA
DELIVERED UNDER THIS CONTRACT.
33
NOTICE
This material contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
-SECRET
(When Filled In)
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
--SEeRET26
(E) NOTHING CONTAINED IN THIS CLAUSE SHALL IMPLY A LICENSE TO THE
GOVERNMENT UNDER ANY PATENT OR BE CONSTRUED AS AFFECTING THE SCOPE OF
ANY LICENSE OR OTHER RIGHT OTHERWISE GRANTED TO THE GOVERNMENT UNDER ANY
PATENT.
(F) SUBJECT TO THE PROVISO OF (B) ABOVE AND 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 SUB?
JECT DATA DELIVERED UNDER THIS CONTRACT.
(G) 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.
(H) DATA NEED NOT BE FURNISHED FOR STANDARD COMMERCIAL ITEMS OR
SERVICES WHICH ARE NORMALLY OR HAVE BEEN SOLD OR OFFERED TO THE PUBLIC
COMMERCIALLY BY ANY SUPPLIER-AND WHICH ARE INCORPORATED AS COMPONENT
PARTS IN OR TO BE USED WITH THE PRODUCT OR PROCESS BEING DEVELOPED IF
IN LIEU THEREOF IDENTIFICATION OF SOURCE AND CHARACTERISTICS (INCLUDING
PERFORMANCE SPECIFICATIONS, WHEN NECESSARY) SUFFICIENT TO ENABLE THE
GOVERNMENT TO PROCURE THE PART OR AN ADEQUATE SUBSTITUTE, ARE FURNISHED;
AND FURTHER, PROPRIETARY DATA NEED NOT BE FURNISHED FOR OTHER ITEMS WHICH
WERE DEVELOPED AT PRIVATE EXPENSE AND PREVIOUSLY SOLD OR OFFERED FOR SALE,
INCLUDING MINOR MODIFICATIONS THEREOF, WHICH ARE INCORPORATED AS COMPONENT
PARTS IN OR TO BE USED WITH THE PRODUCT OR PROCESS BEING DEVELOPED, IF IN
LIEU THEREOF THE CONTRACTOR SHALL IDENTIFY SUCH OTHER ITEMS AND THAT
"PROPRIETARY DATA" PERTAINING THERETO WHICH IS NECESSARY TO ENABLE REPRO?
DUCTION OR MANUFACTURE OF THE ITEM OR PERFORMANCE OF THE PROCESS. FOR
THE PURPOSE OF THIS CLAUSE PROPRIETARY DATA MEANS DATA PROVIDING INFOR?
MATION CONCERNING THE DETAILS OF A CONTRACTORtS SECRETS OF MANUFACTURE,
SUCH AS MAY BE CONTAINED IN BUT NOT LIMITED TO ITS MANUFACTURING METHODS
OR PROCESSES, TREATMENT AND CHEMICAL COMPOSITION OF MATERIALS, PLANT
LAYOUT AND TOOLING, TO THE EXTENT THAT SUCH INFORMATION IS NOT DISCLOSED
BY INSPECTION OR ANALYSIS OF THE PRODUCT ITSELF AND TO THE EXTENT THAT
THE CONTRACTOR HAS PROTECTED SUCH INFORMATION FROM UNRESTRICTED USE BY
OTHERS.
ARTICLE 25 NEW FEATURES OF DESIGN:
IN THE EVENT THE CONTRACTOR, PRIOR TO COMPLETION OF THE WORK HERE?
UNDER AND WHETHER OR NOT IN CONNECTION WITH THE PERFORMANCE OF SUCH WORK,
DEVELOPS:
(I) ANY IMPROVEMENT IN THE DESIGN OF THE ARTICLES CALLED
FOR BY THIS CONTRACT, WHICH AS NOT INCORPORATED IN THE ARTICLES TO
BE DELIVERED; OR
(II) ANY ALTERNATIVE OR IMPROVED METHOD OF ACCOMPLISHING
THE OBJECTIVES OF THIS CONTRACT, WHICH IS NOT EMPLOYED IN THE
PERFORMANCE HEREOF;
34
NOTICE
This material contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
SECRE1(When Filled Filled In)
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
Declassified in Part- Sanitized Copy Approved forRelease2014/05/08 : CIA-RDP78-03330A004200080003-0
? '?\
4EeRET
THE CONTRACTOR, UNLESS OTHERWISE REQUIRED TO REPORT OR DISCLOSE ANY SUCH
IMPROVEMENT OR ALTERNATIVE OR IMPROVED METHOD TO THE CONTRACTING OFFICER
UNDER ANY OTHER CLAUSE OF THE CONTRACT, SHALL PROMPTLY GIVE NOTICE IN
WRITING TO THE CONTRACTING OFFICER AS TO ANY SUCH IMPROVEMENT OR METHOD.
SUCH NOTICE SHALL INCLUDE A GENERAL DESCRIPTION SUFFICIENT TO SHOW THE
RELATIONSHIP THEREOF TO WORK UNDER THE CONTRACT AND A STATEMENT GIVING
THE CONTRACTOR'S BEST APPRAISAL AS TO THE PROSPECTIVE EFFECT OR INFLUENCE
WHICH SUCH IMPROVEMENT OR METHOD WOULD HAVE ON THE WORK REQUIRED UNDER
THIS CONTRACT IF SUCH IMPROVEMENT OR METHOD WERE INCORPORATED AS A
REQUIREMENT THEREUNDER.
ARTICLE 26 CONVICT LABOR:
IN CONNECTION WITH THE PERFORMANCE OF WORK UNDER THE CONTRACT, THE
CONTRACTOR AGREES NOT TO EMPLOY ANY PERSON UNDERGOING SENTENCE OF IMPRISON?
MENT AT HARD LABOR.
ARTICLE 27 WALSH?HEALEY PUBLIC CONTRACTS ACT:
IF THIS CONTRACT IS FOR THE MANUFACTURE OR FURNISHING OF MATERIALS,
SUPPLIES, ARTICLES, OR EQUIPMENT IN AN AMOUNT WHICH EXCEEDS OR MAY EXCEED
$10,000 AND IS OTHERWISE SUBJECT TO THE WALSH?HEALEY PUBLIC CONTRACTS ACT,
AS AMENDED (41 U. S. CODE 35-45), THERE ARE HEREBY INCORPORATED BY REFER?
ENCE ALL REPRESENTATIONS AND STIPULATIONS REQUIRED BY SAID ACT AND REGULA?
TIONS ISSUED THEREUNDER BY THE SECRETARY OF LABOR, SUCH REPRESENTATIONS
AND STIPULATIONS BEING SUBJECT TO ALL APPLICABLE RULINGS AND INTERPRETATIONS
OF THE SECRETARY OF LABOR WHICH ARE NOW OR MAY HEREAFTER BE IN EFFECT.
ARTICLE 28 EIGHT HOUR LAW OF 1912--OVERTIME COMPENSATION:
THIS CONTRACT, TO THE EXTENT THAT IT IS OF A CHARACTER SPECIFIED IN
THE EIGHT HOUR LAW OF 1912 AS AMENDED (40 U. S. CODE 32)1.-326) AND IS NOT
COVERED BY THE WALSH?HEALEY PUBLIC CONTRACTS ACT (41 U. S. CODE 35-45)
IS SUBJECT To THE FOLLOWING PROVISIONS AND EXCEPTIONS OF SAID EIGHT HOUR
LAW OF 1912 AS AMENDED: AND TO ALL OTHER PROVISIONS AND EXCEPTIONS OF SAID
LAW:
No LABORER OR MECHANIC DOING ANY PART OF THE WORK CONTEMPLATED BY
THIS CONTRACT, IN THE EMPLOY OF THE CONTRACTOR OR ANY SUBCONTRACTOR CON?
TRACTING FOR ANY PART OF THE SAID WORK CONTEMPLATED, SHALL BE REQUIRED
OR PERMITTED TO WORK MORE THAN EIGHT HOURS IN ANY ONE CALENDAR DAY UPON
SUCH WORK, EXCEPT UPON THE CONDITION THAT COMPENSATION IS PAID TO SUCH
LABORER OR MECHANIC IN ACCORDANCE WITH THE PROVISONS OF THIS CLAUSE. THE
WAGES OF EVERY LABORER AND MECHANIC EMPLOYED BY THE CONTRACTOR OR ANY
SUBCONTRACTOR ENGAGED IN THE PERFORMANCE OF THIS CONTRACT SHALL BE COM?
PUTED ON A BASIC DAY RATE OF EIGHT HOURS PER DAY; AND WORK IN EXCESS OF
EIGHT HOURS PER DAY IS PERMITTED ONLY UPON THE CONDITION THAT EVERY SUCH
LABORER AND MECHANIC SHALL BE COMPENSATED FOR ALL HOURS WORKED IN EXCESS
OF EIGHT HOURS PER DAY AT NOT LESS THAN ONE AND ONE?HALF TIMES THE BASIC
RATE OF PAY. FOR EACH VIOLATION OF THE REQUIREMENTS OF THIS CLAUSE A
PENALTY OF FIVE DOLLARS SHALL BE IMPOSED FOR EACH LABORER OR MECHANIC
FOR EVERY CALENDAR DAY IN WHICH SUCH EMPLOYEE IS REQUIRED OR PERMITTED
35
NOTICE
This material contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
?
SECRET
(WhenFilled In)
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Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
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SEGRET--9
TO LABOR MORE THAN EIGHT HOURS UPON SAID WORK WITHOUT RECEIVING COMPENSA-
TION COMPUTED IN ACCORDANCE WITH THIS CLAUSE, AND ALL PENALTIES THUS IM-
POSED SHALL BE WITHHELD FOR THE USE AND BENEFIT OF THE GOVERNMENT.
ARTICLE 29 NONDISCRIMINATION IN EMPLOYMENT:
(A) IN CONNECTION WITH THE PERFORMANCE OF WORK UNDER THE CONTRACT,
THE CONTRACTOR AGREES NOT TO DISCRIMINATE AGAINST ANY EMPLOYEE OR APPLI-
CANT FOR EMPLOYMENT BECAUSE OF RACE, RELIGION, COLOR, OR NATIONAL ORIGIN.
THE AFORESAID PROVISION SHALL INCLUDE, BUT NOT BE LIMITED TO, THE FOLLOWING:
EMPLOYMENT, UPGRADING, DEMOTION OR TRANSFER; RECRUITMENT OR RECRUITMENT
ADVERTISING; LAY-OFF OR TERMINATION; RATES OF PAY OR OTHER FORMS OF COMPEN-
SATION; AND SELECTION FOR TRAINING, INCLUDING APPRENTICESHIP. THE CONTRAC-
TOR AGREES TO POST HEREAFTER IN CONSPICUOUS PLACES, AVAILABLE FOR EMPLOYEES
AND APPLICANTS FOR EMPLOYMENT, NOTICES TO BE PROVIDED BY THE CONTRACTING
OFFICER SETTING FORTH THE PROVISIONS OF THE NONDISCRIMINATION CLAUSE.
(B) THE CONTRACTOR FURTHER AGREES TO INSERT THE FOREGOING PROVISION
IN ALL SUBCONTRACTS HEREUNDER, EXCEPT SUBCONTRACTS FOR STANDARD COMMERCIAL
SUPPLIES OR RAW MATERIALS.
ARTICLE 30 UTILIZATION OF CONCERNS IN LABOR SURPLUS AREAS:
IT IS THE POLICY OF THE GOVERNMENT TO PLACE SUPPLY CONTRACTS WITH
SUPPLIERS WHO WILL PERFORM SUCH CONTRACTS SUBSTANTIALLY IN AREAS OF CUR-
RENT LABOR SURPLUS WHtRE THIS CAN BE DONE, CONSISTENT WITH THE EFFICIENT
PERFORMANCE OF THE CONTRACT, AT PRICES NO HIGHER THAN ARE OBTAINABLE ELSE-
WHERE. THE CONTRACTOR AGREES TO USE ITS BEST EFFORTS TO PLACE ITS SUB-
CONTRACTS IN ACCORDANCE WITH THIS POLICY. IN COMPLYING WITH THE FOREGOING
AND WITH PARAGRAPH (B) OF THE CLAUSE OF THIS CONTRACT ENTITLED 'UTILIZATION
OF SMALL BUSINESS CONCERNS," THE CONTRACTOR IN PLACING ITS SUBCONTRACTS
SHALL OBSERVE THE FOLLOWING ORDER OF PREFERENCE: (I) SMALL BUSINESS
CONCERNS IN LABOR SURPLUS AREAS; (II) OTHER CONCERNS IN LABOR SURPLUS AREAS;
(III) SMALL BUSINESS CONCERNS NOT IN LABOR SURPLUS AREAS.
ARTICLE 31 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES:
(A) WHENEVER THE CONTRACTOR HAS KNOWLEDGE THAT ANY ACTUAL OR POTEN-
TIAL LABOR DISPUTE IS DELAYING OR THREATENS TO DELAY THE TIMELY PERFORM-
ANCE OF THIS CONTRACT, THE CONTRACTOR SHALL IMMEDIATELY GIVE NOTICE THEREOF,
INCLUDING ALL RELEVANT INFORMATION WITH RESPECT THERETO, TO THE CONTRACTING
OFFICER.
(B) THE CONTRACTOR AGREES TO INSERT THE SUBSTANCE OF THIS CLAUSE,
INCLUDING THIS PARAGRAPH (B), IN ANY SUBCONTRACT HEREUNDER AS TO WHICH
A LABOR DISPUTE MAY DELAY THE TIMELY PERFORMANCE OF THIS CONTRACT; EXCEPT
THAT EACH SUCH SUBCONTRACT SHALL PROVIDE THAT IN THE EVENT ITS TIMELY
PERFORMANCE IS DELAYED OR THREATENED BY DELAY BY ANY ACTUAL OR POTENTIAL
LABOR DISPUTE, THE SUBCONTRACTOR SHALL IMMEDIATELY NOTIFY ITS NEXT HIGHER
TIER SUBCONTRACTOR, OR THE PRIME CONTRACTOR, AS THE CASE MAY BE, OF ALL
RELEVANT INFORMATION WITH RESPECT TO SUCH DISPUTE.
36
NOTICE
This material contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
RET
(When Filled In)
,Th
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
Declassified in Part- Sanitized Copy Approved forRelease2014/05/08 : CIA-RDP78-03330A004200080003-0
;
SECRET
ARTICLE 32 UTILIZATION OF SMALL BUSINESS CONCERNS:
(A) IT IS THE POLICY OF THE GOVERNMENT AS DECLARED BY THE CONGRESS
THAT A FAIR PROPORTION OF THE PURCHASES AND CONTRACTS FOR SUPPLIES AND
SERVICES FOR THE GOVERNMENT BE PLACED WITH SMALL BUSINESS CONCERNS.
(8) THE CONTRACTOR AGREES TO ACCOMPLISH THE MAXIMUM AMOUNT OF
SUBCONTRACTING TO SMALL BUSINESS CONCERNS THAT THE CONTRACTOR FINDS TO
BE CONSISTENT WITH THE EFFICIENT PERFORMANCE OF THE CONTRACT.
ARTICLE 33 PRIORITIES, ALLOCATIONS AND ALLOTMENTS:
THE CONTRACTOR AGREES, IN THE PROCUREMENT AND USE OF MATERIALS RE?
QUIRED FOR THE PERFORMANCE OF THIS CONTRACT, TO COMPLY WITH THE PROVI?
SIONS OF ALL APPLICABLE RULES AND REGULATIONS OF THE BUSINESS AND DEFENSE
SERVICES ADMINISTRATION, INCLUDING DEFENSE MATERIALS SYSTEM REGULATIONS.
ARTICLE 34 BUY AMERICAN ACT:
(A) IN ACQUIRING END PRODUCTS, THE BUY AMERICAN ACT (41 U. S. CODE
10A?D) PROVIDES THAT THE GOVERNMENT GIVE PREFERENCE TO DOMESTIC SOURCE
END PRODUCTS. FOR THE PURPOSE OF THIS CLAUSE:
(I) "COMPONENTS"MEANS THOSE ARTICLES, MATERIALS, AND SUPPLIES,
WHICH ARE DIRECTLY INCORPORATED IN THE END PRODUCTS;
(II) "END PRODUCT' MEANS THOSE ARTICLES, MATERIALS, AND
SUPPLIES, WHICH ARE TO BE ACQUIRED UNDER THIS CONTRACT FOR PUBLIC
USE; AND
(i11) A "DOMESTIC SOURCE END PRODUCT" MEANS (A) AN UNMANU?
FACTURED END PRODUCT WHICH HAS BEEN MINED OR PRODUCED IN THE UNITED
STATES AND (B) AN END PRODUCT MANUFACTURED IN THE UNITED STATES
IF THE COST OF THE COMPONENTS THEREOF WHICH ARE MINED, PRODUCED, OR
MANUFACTURED IN THE UNITED STATES EXCEEDS 50 PERCENT OF THE COST OF
ALL ITS COMPONENTS. FOR THE PURPOSES OF THIS (A)(III)(B), COMPONENTS
OF FOREIGN ORIGIN OF THE SAME TYPE OR KIND AS THE PRODUCTS RE?
FERRED TO IN (B)(II) OR (III) OF THIS CLAUSE SHALL, EXCEPT AS PRO?
VIDED IN (C) OF THIS CLAUSE, BE TREATED AS COMPONENTS MINED, PRO?
DUCED, OR MANUFACTURED IN THE UNITED STATES.
(B) THE CONTRACTOR AGREES THAT THERE WILL BE DELIVERED UNDER THIS
CONTRACT ONLY DOMESTIC SOURCE END PRODUCTS, EXCEPT END PRODUCTS:
(I) WHICH ARE FOR USE OUTSIDE THE UNITED STATES;
(II) WHICH THE GOVERNMENT DETERMINES ARE NOT MINED, PRODUCED,
OR MANUFACTURED IN THE UNITED STATES IN SUFFICIENT AND REASONABLY
AVAILABLE COMMERCIAL QUANTITIES AND OF A SATISFACTORY QUALITY;
(III) AS TO WHICH THE DIRECTOR DETERMINES THE DOMESTIC PRE?
FERENCE To BE INCONSISTENT WITH THE PUBLIC INTEREST; OR
37
NOTICE
This material contains information affecting the National Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
4R
(When Filled In)
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-SECRET-
(IV) AS TO WHICH THE DIRECTOR DETERMINES THE COST TO THE Gov?
ERNMENT TO BE UNREASONABLE.
(C) ANY COMPONENT MINED, PRODUCED, OR MANUFACTURED IN CANADA, BUT
NOT SET FORTH IN THE LIST OF CANADIAN SUPPLIES EXCEPTED BY THE DIRECTOR
AND MAINTAINED PURSUANT TO PARAGRAPH 6-103.5(A) OF THE ARMED SERVICES
PROCUREMENT REGULATIONS SHALL BE TREATED AS A COMPONENT MINED, PRODUCED,
OR MANUFACTURED OUTSIDE THE UNITED STATES, FOR THE PURPOSE OF (A)(III)(B)
ABOVE, UNLESS SUCH COMPONENT IS TO BE INCORPORATED IN AN END PRODUCT TO
BE DELIVERED UNDER THIS CONTRACT WHICH IS ON SUCH LIST, OR IS AN ITEM
ON THE LIST SET FORTH IN PARAGRAPH 6-105 OF THE ARMED SERVICES PROCURE?
MENT REGULATIONS, OR IS OTHERWISE DETERMINED TO BE NONAVAILABLE AS SET
FORTH IN (B)(II) ABOVE.
(THE FOREGOING REQUIREMENTS ARE ADMINISTERED IN ACCORDANCE WITH
EXECUTIVE ORDER No. 10582, DATED DECEMBER 17, 195)1.)
ARTICLE 35 ASSIGNMENT OF CLAIMS:
No ASSIGNMENT MAY BE MADE UNDER THIS CONTRACT, AND THE ASSIGNMENT
OF CLAIMS ACT or 1940 AS AMENDED (31 U. S. CODE 203, )11 U. S. CODE 15)
SHALL NOT BE INVOKED BY THE CONTRACTOR.
ARTICLE 36 OFFICIALS NOT TO BENEFIT:
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.
ARTICLE 37 COVENANT AGAINST CONTINGENT FEES:
THE CONTRACTOR WARRANTS THAT NO PERSON OR SELLING 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 COMMERCIAL
OR SELLING AGENCIES MAINTAINED BY THE CONTRACTOR FOR THE PURPOSE OF
SECURING BUSINESS. FOR BREACH OR VIOLATION OF THIS WARRANTY THE GOVERN?
MENT 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, PERCENTAGE, BRO?
KERAGE OR CONTINGENT FEE.
ARTICLE 38 GRATUITIES:
(A) THE GOVERNMENT MAY, BY WRITTEN NOTICE TO THE CONTRACTOR, TER?
MINATE THE RIGHT OF THE CONTRACTOR TO PROCEED UNDER THIS CONTRACT IF IT
IS FOUND, AFTER NOTICE AND HEARING, BY THE DIRECTOR 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 EMPLOYEES 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
38
NOTICE
This material contains information affecting the National 'Defense of the United States
within the meaning of the espionage laws, Title 18, U.S.C. Secs. 793 and 794, the trans-
mission or revelation of which in any manner to an unauthorized person is prohibited by law.
r-N
(When Filled In)
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Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
f `
DETERMINATIONS WITH RESPECT TO THE PERFORMING OF SUCH CONTRACT; PROVIDED,
THAT THE.EXtSTENCE OF THETACTS UPON WHICH THE DIRECTOR OR HIS DULY
AUTHORIZED REPRESENTATIVE MAKES BUOH FtN0iNGS SHALL BE fli ISSULAND MAY
BE REVIEWED IN ANY COMPETENT COURT.
(0 IN THE :EVENT THE CONTRACT- IS TERMINATED AS. PROVIDED IN PARAGRAPH
(A) HEREOF THE GOVERNMENT SHALL BE EttritLEo.(i) tO PURSUE.THE SAME REMEDIED
AGAINST THE CONTRACTOR AS IT COULD. PURSUE IN THE EVENT .OF A BREACH OF
THE CONTRACT BY THE CONTRACTOR, AND (i1) AS A PENALTY IN ADDITION TO ANY.
OTHER DAMAGES TO WHICH IT. MAY BE.ENT4TLED BY ..LAW,, TO EXEMPLARY DAMAGES
IN AN AMOUNT (AS DETERMINED BY THE DIRECTOR OR HIS DULY AUTHORIZED
REPREttNTAlivz) WHICH SHALL BE NOT LESS THAN THREE (3) NOR MORE THAN
TEN (10) TIMES THE COSTS 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.
ARTICLE 39 ALTERATIONS:
THE FOLLOWING ALTERATIONS HAVE BEEN MADE UI THE PROVISIONS OF THIS
CONTRACTt
Article 4 (a) (i) (A) is deleted in its entirety and the
following is substitute therefor:
(A) Part 2 of Section XV of the Armed Services Procure-
ment Regulation which is effective as of July 1, 1960. In
addition costs under this contract from the period of its
effective date to July 1, 1960 shall likewise be subject to
the cost principles effective July 1 1960; and
Article 22 (b) (1) is deleted in its entirety and the following,
is substituted therefor:
(b) (1) The Contractor agrees to and does hereby grant to
the Government an irrevocable, nonexclusive, nontransferable,
and royalty-free license to practice, and cause to be practiced
by or for the United States Government, throughout the :world,
each Subject Invention in the manufacture, use, and disposition
according to law, of any article or material, and in the use of
any method. Such license includes the practice of Subject In-
vention in the manufacture, use, and disposition of any article
or material, in the use of any method, or in the performance of
any service acquired by or for the Government or with funds de-
rived through the Mutual Security Program of the Government or
otherwise through the Government. No license granted herein
shall convey any right to the Government to manufacture,
39
'NOTICE
This material contains information affecting the national defense df the United States
within the moaning of the etoionage laws, Title IS, US Scs. 793 and 794, the transm:ssioil
or revelation of which in any manner to An unauthorited petson Is prt;hibited by law.
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
have manufactured, .or use any'Subject Invention for the purpose
of providing services or supplies to the general public in cora-
petition with the Contractor or the Contractor's commercial
licensees in the licensed fields.
Article 22 (j) is deleted in its entirety and the following is
substituted therefor:
(j) 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 contractor property or services with respect to which the
vendor 'may be liable to the Contractor for royalties for the use
Of 'd Subject Invention on account of such a contract. .The Con-
tractor further recognizes that it is the policy of the Gov-
ernment 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 use of patents in which -
the Government holds a royalty-free license. In recognition of
this policy, the Contractor agrees to participate in and make
dtpropriate 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.
The following paragraph (i) is added to Article 24:
(i) 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
nay be liable to the Contractor for chargee for the use of Subject
Data on account of such a contract. The Contractor further recog-
nizes that it is the policy of the Government not to pay in con-
nection-with its contracts, or to allow to be paid in connection
with contracts made with funds derived through the Mutual Security
Proexamor otherwise through the United States Government, charges
for data which the Government has a right to use 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 admin-
istrative costs incident to the furnishing of such data. In
recognition of this policy, the Contractor agrees to participate
in and make appropriate arrangements for the exclusion of
charges from such contracts or for the refund of amounts received
by the Contractor with respect to any such charges not so excluded.
'NOTICE
This material contains information effecting the national defense of the _United State
Within the meaning-of the esPionage laws, Title 13, US Secs. 793 and 794, thelransmissiom
or revelation of which in any manner to an unauthorized: person is prohibited by law.
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
(SCHEDULE) satitr-
PAGE 1 OF
2 PAGES
CONTRACT/TASK ORDER NO.
Contract No.
ADDITIONAL GENERAL PROVISIONS
50X1
ALLOWABLE COST, FIXED FEE, AND PAYMENT:
(A) THE FIXED FEE APPLICABLE TO WORK HEREUNDER SHALL NOT EXCEED, Seven
and one7halirkscpIT (7.%) or THE. ESTIMATED,COST AUTHORIZED IN THE. CON-
TRACT OR IN TASK ORDERS_NEREUNPER. No ADDITIONALIFIXED_FEE IN EXCESS,
OF THE AMOUNTINIT1AL4Y AGREED-UPON SHALL_ BE.PAIP pig CONTRACTOR UNLESS
AUTHORIZED BY A WRITTEN SUPPLEMENT INCRiAStNG.THE SCOPE OF PERFORMANCE
AND THE_AMOUNT OF, THE FIXED.FEE.TO BE.PAID THEREFOR'.
(8) FOR THE PURPOSE OF ACCOMPLISHING PROGRESS PAYMENTS ON THE
FIXED FEE) EACH_BILLING FOR ALLOWABLE COSTS SHALL HAVE ADDED.THERETO a SUM
equal to Seven and one-half PERCENT -(7.14) OF.THE AMOPNT BILI,E0kAUELIECT
TO THE PROVISIONS OF PARAGRAPH,(C)...OE TNIS,ARTIELE._
(C) IN DETERMINING THE COST OF PERFORMING WORK HEREUNDER PURSUANT'
TO THE PROVISIONS OF,THIS ARTICLE) IT IS UNDERSTOOD AND AGREED) wittioyy
LIMITING THE GENERALITY OF PART 2) SECTION. XV) ARMED:SERVICES PROCURE...
MENT REGULATION) THAT THE ALLOWABLE COSTS. OF THE PERFORMANCE.OF THIS ,
CONTRACT SHALL INCLUDE THE.NECESSARY COST OF THE DIRECT. ITEMS. DESCRIBED,
IN SUBPARAGRAPHS (I) THROUGH (VI) BELOW) WHEN INCURRED BY THE CONTRAC-
TOR AND ACCEPTED AS SUCH COSTS BY THE GOVERNMENT.
(I) PREMIUMS .PAID- FOR OVERTIME HOURS WORKED BY DIRECT LABOR
'EMPLOYED !WINE PERFORMANCE OF WORK UNDER THIS CONTRACT AND PROPERLY.,,
CHARGEABLE THERETO) PROVIDED THAT SUCH OVERTIME HAS BEEN DULY AUTHOR.+-
1ZED._BY THE CONTRACTING OFFICER PRIOR. TO THE OBLIGATION THEREOF.
(II) TRANSPORTATION EXPENSES (EXCLUDING LOCAL TRANSPORTATION
EXPENSE) ACTUALLY INCURRED BY EMPLOYEES OF THE CONTRACTOR IN PER.-..
FORMANCE OF THE WORK UNDER THIS:CONTRACT., TRANSPORTATION ? BY AUTO+
MOBILE.FOR REQUIRED TRAVEL OF EMPLOYEES UNDER THIS CONTRACT SHALL.
BE REIMBURSED_AS SET FORTH IMMEDIATELY BELOW) AND SUCH REIMBURSE-
MENT SHALL BE CONSIDERED TO BE IN LIEU OF THE ACTUAL COSTS OF
SUCH TRANSPORTATION. SUBSISTENCE EXPENSES OF EMPLOYEES OF THE
CONTRACTOR WHILE IN TRAVEL STATUS SHALL. BE AS SET FORTH IMMEDIATELY
BELOW.
(A) THE ALLOWABLE RATE PER MILE FOR AUTOMOBILE TRAVEL
SHALL BE tine cents ($0.09).
(B) SUBSISTENCE EXPENSES SHALL BE AS FOLLOWS:
Fifteen Dollars ($15.00) per day.
NAME OF CONTRACTOR
NOTICE
This material contains information affecting the National Defense of the United
States within the meaning of the Espionage Laws, Title 18, U.S.C. Secs. 793 and
794, the transmission or revelation of which in any manner to an unauthorized
person is prohibited by law.
50X1
--a
FORM14120
348 (When FilI&tl In MAO
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Declassified in Part -Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
. at ,
(SCHEDULE) Safif
CONTRACT/TASK ORDER NO.
Contract No.
PAGE 2 oF 2 PAGES I
50X1
(III) TRAVEL. PROPOSED TO.. OvERSEAS. DESTINATIONS,- ALASKA,
HAWAII, AND TO SYMPOSIA CONFERENCES AND OTHER SIMILAR MEETINW.,
FOR WHICH MEIMaURSEMENT. MAY SE CLAINEDMEREUNDER? SMALL BE
AUTHORIZED IN ADVANCE .IN WRITING BY THE CONTRACTING OFFICER.-
IN.THE,EVENT THAT.TIME.WILL'.NOT,ERMITTHE CONTRACTOR TO OBTAIN,
ADVANCE APPROVALS A,WRITIEN RBPORT-. OF.THE..TRAVBL:ACCOMPLISNED ?
SHALL BE SuBMITTED-TO.THZ CONTRACTING OFFICER FOR RATIFICATION
PRIOR TOCLAIMING.INE. TRAVEL WAN:ITEM OF.COST.,
IV). TRAVEL WITHIN THE CONTINENTAL. LIMITS. OF'TRB:UNITSD
:STATES (THIS DOES NOT INCLUDE THE STATES OF AND HAWAII) ?
DOES NOT REQUIRE THE.PRIVR_APPROVAL.OF- THE CONTRACTING OFFICER ?
.PROVIDED THE. TRAVEL IS, AUTHORIZED-AND-PERFORMED IN.ACcORDANCE-
WITH THE CONTRACTOR'S .REGULAR ESTABLISHED POLICIED.AND:PRACTICES
AND THATIF IN. THE PERFORMANCE OF:TRAVEL,..OTHER 'BUSINESS NOT
-.SOLELY 'RELATED TO THIS CONTRACT IS CONDUCTED,- THE CONTRACTOR
SHALL PRORATE THE COSTS AS APPLICABLE. .-TRAvEL.PERFORMED.UNDER-
THIS SUBPARAGRAPH SHALL BE SUBJECT TO REVIEW AND .DETERMINATION
As To THE ALLOWABILITY?OF THE COSTS THEREOF BY THE CONTRACTING.'
.167ICER. .
(V) IN CONNECT ION WITH. THE APPROVAL OF TRAVEL COVERED IN
(iii) AND (iv) ABOVE THE CONTRACTOR SMALL 3gy FORTH IN DETAIL
THE PURPOSE, DATES, MODES AND POINTS OF TRAVELS AwyNt NUMBER, -
OF EMPLOyEES, PERFORMING SUCH TRAVEL.
(VI) SUCH OTHER ITEMS NOT EKPRESSLY-EXCLUDED BY OTHER
PROVISIONS OF THE CONTRACT AS SHOULD, IN THE OPINION OF THE
CONTRACT/NG OFFICER, BE INCLUDEDIN THE. COST OF THE WORK CALLED
For! 1H_THIS CONTRACT. .ANY su6N ITEMS SMALL. BE SPECIFICALLY
CERTIFIED BY THE CONTRACTING OFFIcER AS BEING ALLOWED UNDER
THIS SUBPARAGRAPH.
NAME OF CONTRACTOR
50X11
NOTICE
This material contains information affecting the ,National Defense of the United
States within the meaning of the Espionage Laws, Title 18, U.S.C, Secs. 793 and
794, the transmission or revelation of ,which in any manner to an unauthorized
person is prohibited by law.
FORM 14120 (When Filled In) 5EUftFTCONFIDENTIAL
(1241)
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Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0
WW1 i it
(SIGNATURES)
CONTRACT NO.
The rights and obligations of the parties to this contract shall be subject to and governed by the Schedule and the
General Provisions. To the extent of any inconsistency between the Schedule or the General Provisions, and any
specifications or other provisions which are made a part of this contract by reference or otherwise, the Schedule and the
General Provisions shall control. To the extent of any inconsistency between the Schedule and the General Provisions,
the Schedule shall control.
CONTRACTOR REPRESENTS (Check appropriate boxes)
(1) (a) That it El is not, a small business concern. For this purpose, a small business concern is a concern that (i) is not
dominant in its Field of operation and, with its affiliates, employs fewer than 500 employees, or (ii) is certified as a small business
concern by the Small Business Administration. (See Code of Fed. Reg., Title 13, Ch. II, Part 103, 21 Fed. Reg. 9709, which
contains the detailed definitions and related procedures,) (b) that it 71 has, [1.-i1is not, previously been denied a Small
Business Certificate by the Small Business Administration, and (c) if Contractor is a regular dealer, it also represents that all sup-
plies to be furnished thereunder 0 will, El will not, be manufactured or produced in the United States or its Territories or
possessions by a small business manufacturer or producer.
(2) (a) That it 0 has, as not, employed or retained any company or person (other than a full-time bona fide employee working
solely for the Contractor) to solicit or secure this contract; and(b) that it El has, as not, paid or agreed to 9.ay to any company
or person (other than a full-time bona fide employee working solely for the contractor) any fee, commission, percentage or brokerage
fee, contingent upon or resulting from the award of this contract, and agrees to furnish information relating thereto as requested by
the Contracting Officer. (Note: For interpretation of the representation, including the term "bona fide employee," see General
Services Administration Reg., Title 44, Secs. 150.7 and 150.5(d), Fed. Reg., Dec. 31, 1952, Vol. 17, No. 253.)
IN WITNESS WHEREOF, the parties hereto have executed this contract as of the day and year first above
written:
THE UNITED STATES OF AMERICA
By
WITNESSES
By
NOTE.?In case of corporation, witnesses
not required but certificate below must be
completed. Type or print names under all
signatures.
(CONTRACTING OFFICER)
(CONTRACTOR)
P2442elt.'
"di
(TITLE)
(ADDRESS)
50X1
I.
50X1
1
50X1
CERTIFICATE
PR e
that
the Contractor, was then
50X1
, certify that I am th5,9X1
Iof the corporation named as Contractor herein;
50X1
who signed this contract on behalf 0.
0 Poe f1/417
of said corporation;
that said contract was duly signed for and in behalf of said corporation by authority of its governing body,
and is within the scope of its corporate powers.
SIGNATURE (Corporate Seal)
50X1
NOTICE
This material contains information affecting the National Defense of the United
States within the meaning of the Espionage Laws, Title 18, U.S.C. Secs. 793 and
794, the transmission or revelation of which in any manner to an unauthorized
person is prohibited by law.
CONFIDENTIAL
Declassified in Part - Sanitized Copy Approved for Release 2014/05/08: CIA-RDP78-03330A004200080003-0 )