LETTER TO (Sanitized) FROM (Sanitized)

• Document Type: CREST
• Collection: General CIA Records
• Document Number (FOIA) /ESDN (CREST): CIA-RDP81B00878R000400200009-2
• Release Decision: RIPPUB
• Original Classification: S
• Document Page Count: 44
• Document Creation Date: December 9, 2016
• Document Release Date: March 13, 2001
• Sequence Number: 9
• Publication Date: June 26, 1957
• Content Type: LETTER

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.-;,4}4T-16743
(rt/- 3
4' F SON 1957
2. It has been mut
to revise the mope of iot to po o
to meet additional require,Ints of the Go
3. The Schedule of Crntract No,
amended as follows*
4a. Paragraph 1. sizazaggi is
paragraph is substituted therefort
Den WI KO. ...
CFCIANUE CLASS. X
7" t 'TS S
rument.
contract
ie therefore
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The Contraepr shall furnish rubel, faci-littea ad
teohoioal and wilinistrative drction nd evidence,
pursuant to the iireotion of the Contracting Office or
hie authorized -74presentetive pursue a program of research
and developent invraving etulies of certain special
systems for prol-Acing electromagnetic radiation, review
the state of tht art and determine the probable effect
of changes in eurtain v&riablas on the operation or
such systems, el:amine the feasability of bringing about
predetermined elanzee in the variables involved, and
suggest lines co: approach for the development of means
for acoomplishlrg auch changes. Contractor Shall oet
up, Calibrate prdoperata special instrumentatimh
&wiped to ree7:or5 the above information in the laboratory
and Shall furniah consultants to advise the customer in
___--iregard to similar problems at other testsates other
suppliers plants, er at other places designated by the
JiContrenting Officer. In addition, the Contracting qfficer
es;Larg from tiaa.tl.time request the Contractor to perform
UPak ..0 64540
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tasks, ml, or services, tec1Mca. or
admini Web bear on or which would
further the eoluticcn of the problems sot forth
in this scope of vvrk.
4. A.1.1. other terms mai condliti.ons
remain unchanged.
5. Please
to Contract No.
the original *LIM
executed original and one L
0.
A of this Amendment No. 1
ecomptance thereof by executing
Amendment. Return the fully
roof to the undersigned and
retain the remaininE copy or your files.
ACUOWIETIGFD AIW ACCm
June
Tins tith DAY
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teem the Unitt Stats of
t represented by the Contracting
abnvoi-nasted Contractor which ie
IN i(avess wmatmer, the ;twists
ex.....111L1149.53.?
t an
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*WI C ATE
Assistant Treasurer
Von
0 end is within the
ilimmiCeerpenition
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IngtEM21.246.1.
(a) Overhead ;,ariod The period as by
paragraph (b) or *lame 32 of the Genera
hereof entitled *Negotiated Overhead Rate
be for twelve :7.2) it; each. The first
under this cow,raet shall be from 1 July 1956 to 30
June 1957
(b) Negotiator. Provisional Mites
the clause '19147ytisted Overhead Rates"
shall be reimbwmed for Indirect Costs
the Negotiated :Provisional gates stated blow. &tcl
ratio shell be ....pplied to the coats of Direct Salaries
Lid Wages, illkba 4341.1 1.4011261 OVOrtilkil pr011itUano friCk 25X 1A
leant jury ti, military training duty, time of
satire reservek and vest
ahall be by the cognisant militorY
=oup with .aurtty requirements which shall
-4k contractor and the Contracting Officer.
All costs which have
Jay 1956, in anticipation
tract, and Which if incurred otter
would have been leneidered as items o
viil be acceptod by the Centractin
oontract.
This is the D,tniti,.mat
accepted r
flatly* Contract .
under said Lattar
perfermed under this Defilitive Contract, T
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for the- statue
rect. In t event of nf1ict between this
a-WA Lot
CTI03?
t reveal (i) the specific nitwit or any
areedhersunder or any information
department of ths Government sponsoring
rk thersundor except as the Contractor in
irtormation by the Contracting Officor or by
tentative for socurity matters, and,
t
or socVlon of this contract to the contrary,
.mberpret any ammo of this contract ea
vegan?, of such information to any peroon
cfly' enamor or department or the Government
.ut of the Cootrecting Officer or his duly
for security metters4
2EALISRALIMELUISE
laeonts ai any of th Gensr*.i
whensoever the Contractor,iii
a oontract, 0101 find that tho
of the; General Provisions aro
ions issued to tho Contractor
duly authorised ropreseeTtative
shell call the attention of
et and the Contracting Officer
security mattsra shall
ramants of (U) the
tzaator *waiver of
Provisions
waiver of oomplience
by the Contracting
by the Contracting
ontractor shin be
of the, Genoral
ot such subcontract.
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CE
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29 =MAI =ORM REQUIiiatilla...41?11?11.411???????????????????? 31
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33, AISERATIONS IN oonfitAcro...?.???1111?11?111111110.4111110,11111/???????? 35
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GENERAL PROVISIONS
1. DEFINITIONS
As used throughout this contract, the following terms shall have
the meanings sot forth below:
(a) The term "Secretary" means the Secretary, the Under Secretary,
or any Assistant Secretary of the Department and the head or any assist-
ant head of the executive agency; and the term "his duly authorized
representative" moans any person or parsons or board (other than the
Contracting Officer) authorized to act for the Secretary.
(b) The term "Contracting Officer" means the person executing this
contract on behalf of the Government, and any other officer or civilian
employee who is a properly designated Contracting Officer; and the term
includes, except as otherwise provided, in this contract, the authorized
representative of a Contracting Officcr acting within the limits of his
authority.
(c) The term "Department" means the department or executive agency
of the Government represented by the Contracting Officer executing this
contract on behalf of the Government.
(d) Except as otherwise provided in this contract, the term "sub-
contracts" includes purchase orders under this contract.
(e) The term "contract work" means all work to be performed under
this contract including any ,tudies covering fundamental, theoretical,
or experimental investigations; any extension of the investigative find-
ings; and theories of a scientific or technical nature into practical
application; any tangible iti_ms, hereinafter referred to as "supplies,"
if called for herein, furnished to the Government; and any reports, data,
computations, plans, drawing), and specifications with respect to any of
the foregoing.
2. CHANGES
The Contracting Officer riay at any time, by a written order, make
changes in or additions to the drawings and specifications, issue addi-
tional instructions, or require additional work within the general scope
of the contract. If any such change causes an increase or decrease in
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the estimated cost of, or the time required for performance of this con-
tract, or otherwise affects any other provision of this contract, an
equitable adjustment shall be made (i) in the estimated cost or delivery
schedule, or both, (ii) in thp amount of any fixed 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 as-
sorted within sixty (60) days from the date of receipt by the Contractor
of the notification of change; Provided, however, That the Contracting
Officer, if he decidee that the facts justify such action, may receive
and act upon any such claim taserted at any time prior to final payment
under this contract. Failure to agree to any adjustment ehall be a dis-
pute concerning a question of fact within the meaning of the clause of
this contract entitled "Disputes." However, nothing in this clause shall
excuse the Contractor from preceeding with the contract as changed.
3. LIMITATION OF COST
(a) It is estimated that the total cost to the Government, exclusive
of any fixed foe, for the performnnce of this contract will not exceed
the estimated cost sot 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 hr s reason to believe that the costs which it
expects to incur in the perfcrmance of this contract in the next succeed-
ing thirty (30) days, when added to all costs previously incurred, will
exceed eighty-five percent (85%) of the estimated cost then sot forth in
the Schedule, or if at any tine, the Contractor has reason to believe that
the total cost to the GovernmArt, exclusive of any fixed fee, for the per-
formance of this contract will be substantially greater or less than the
then estimated cost thereof, the Contractor shall notify the Contracting
Officer in writing to that effect, giving its revised estimate of such
total cost for the performance of this contract.
(b) The Government shall not be obligated to reimburse the Contractor
for costs incurred in excess of the estimated cost set forth in the
Schedule and the Contractor shall not be obligated to continue performance
under the contract or to incur costs in excess of the estimated cost set
forth in the Schedule, unless and until the Contracting Officer shall have
notified the Contractor in writing that such estimated cost has been in-
creased and shall have specified in such notice a revised estimated cost
which shall thereupon constitute the estimated cost of performance of this
contract. When and to the extent that the estimated cost set forth in the
Schedule has been increased, any costs incurred by the Contractor in ex-
cess 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 coA.
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AND?
(s) Terthe performan this contract Government shall pay
to th, contractor the cost therif determined by the contracting officer
to be allowable in accordance wtth part ::I pf section XV of the Armed
Services Procurement Regulation as in effect on the date of this oontraot
and the schedule (hereinafter raterred to as "Allowable Cost"). It being
understood and agreed, without 7tatting the generality of the foregoing,
the following shall be consider d ao allowable items of cost hereunder
when incurred or pad by the noltreotor end when necessary and required
and used for the performance of the work hereunder;
) Salaries and Magee. Expendituree by the oontrector for the
salaries and wages of its peruonnel end borrowed personnel directly engagod
in the performance of work herellnder and properly allocable thereto
iAcuding alaries and woos fo- vacation and sink leave pi y of its
Po pursuant to the eetabaished prvetioes of the =tractor, plus
State *facia escuriv taxes peid by the owntreetor and prop.
sac* salaries and 'Ingest Pro/14144 however, That the premium
vertiee wage paymenT, ehall be an alloveble it of oast hereunder
the extent that -Aie oimatiuml work for which such payment
ham* boon expreso4 authorised in writing by the contracting
(2) )t.ri.1s and Servicres. Exponsditures by the oontrRotor for
sueh materiels, supplies, epperBtue? tooling, eqpipment? and other
artioles (ineluding processinc lad testing thereof by others and r.ntai at
apparatus and equipment from others), properly allocable to performanoe of
the work hereunder and for the idervises a others not reimbursed under
eubparagraph (1) as are receolur, for performance of its undertekInge
hereunder.
(3) Communicetione exddpping. xpenditures by the contractor
nsc*sury for performance of ita undo lug hereunder for long-distance
telephone calls, telegrame, cablegrams, radiograms, postage, freight,
express, and drayage.
(4) Travel. txpenditurcie by the Contractor for trRnapertation of
the mono directly engaged in ;he eztorm.nce of the work hereunder am
4 either reeeonable actual sube10-
, thet the *none* for transportation
mon carrier or rented automobiles
da4 or, at the Contractor' a option,
xeeixg eight(8) ?outs per mile per
Bvensee of such transportation.
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(5) Suboont
peyments to subcontrac
by the contractor repreeentime
npy oontraot work hereunder.
(6) Government-Owned or linnted Eqxdpment. Expenditures by the
actor hereunder for protectlam and mmintenence of Government.ownod
rented eOPIPmeDi.
(8) Ove
eoste as aro
amounts expended
(hut exclusive of
end exclusive of F
it of cost under
offieer that, for the purpose
reaeocable end that amounts so -
ProPorly allocable to work pertb!
Contractor sh,a3,1 emery:TA* tut Asaigan
**Ivies* 4- tht noct advantagatma prices avaLialges
(0241t7
(c)
0240 so* month (or ator relquent intervals,
Officer) the Qttor mmy sdbmit to an wxthorI
the Contract-ill .fticer, in so& form and ressonable
representative alvi moire, Aft imOic. Or pane weather
tement of met incurred by the Contractor in the
s contract Asei, claimed to ocnetitute *Allowable Coat,
cost shall be mertifted by an officer or other respons
Co-arm:etc:7 vithorised by it to oertify su*h statements.
as mmy be practicable eft," receipt of each invoice
at of wet, the Gomnernmant shall, except as hereinafter
the prelieloneccr paragraph (I) belay, make p3yut thereon
lag %Moor. After mina of eighty C80
or performemet of this entreat, am from
account of 'Alleueble Cost* Shall be
er (1) eme (I) percent of such total estimated
=cunt is lose, shall have been vet snide,
reof to-lif--read until the execution and
Ltavotor me provided in paragraph (f) hereof.
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Any cost
utract which would
*lane* shall be
contract notwithatanding any p
other documents incorporated in
services to be performed or naterals
its expense or without cost to thrt Gevernment.
5 =ORM
a.grss to maintain books, records,
costa end expenses of this con-
valed the *records") to the extent
yroaect all net costs, direct and
pent1 supplies and service., and
'=,er mature for which reimbursement is
contreet. The Contractor's account-
L:. be subject to the approval of the
r that no material change will be
accounting yr:mode:se and prao-
aeoounting practices and if
;mot are readily secertainable
(2) The Gout
Contractor at ail reasonab
paragraPh (4) below any of the r400r* for
duction by on authorised representative of
(3) In the event the Cootracting Officer
authorised representatives determines thtt his
imbursed under this contract as Iransportation charges
a place other than the office el: theContractor, the Contractor
deliver, with the reimbursement voucher coverin: such charges or
be otherwise specified within t years after reimbursement of ?harms
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covered by any such voucher, to such representative as may be designated
for that purpose through the Contracting Officer such documentary evi-
dence in support of transportation casts as may be required by the Con-
tracting Officer or any of his duly authorized representatives.
(4) Except for documentary evidence delivered to the Government
pursuant to subparagraph (a) above, the Contractor shell preserve and
make available its records for a period of six years (unless a longer
period of time is provided by applicable statute) from the date of the
voucher or invoice submitted by the Contractor after the completion of
the work under the contract and designated by the Contractor as the
"completion voucher" or "completion invoice" or, in the event this con-
tract has been completely terminated, from the date of the termination
settlement agreement; provided, however, 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 ex-
ception has been taken by the Contracting Officer or any of his duly
authorized representatives, shall be retained by the Contractor until
such appeals, litigation, claims, or exceptions have been disposed of,
but in no event for less than the six-year period mentioned above.
(5) Except for documentary evidence delivered pursuant to subpara-
graph (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 re-
cords relate, unless a shorter period is authorized by the Contracting
Officer with the concurrenc of the Comptroller of the Contracting Gov-
er:.unPsat Agency or his authorized representatives.
(6) The provisions of this paragraph (a), including this subpara-
graph (6), shall be applicable to and included in each subcontract here-
under which is on a cost, cest-plus-a-fixed-fee, time-and-material or
labor-hour basis.
(b) The Contractor further agrees to include in each of his sub-
contracts hereunder, other than those set forth in subparagraph (a)
(6) above, a provision to the effect that the subcontractor agrees that
the Contracting Officer or eny of his duly authorized representatives,
shall, until the expiration of three years after final payment under the
subcontract, have access to and the right to examine any directly
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s, and re ride of
subcontraot. The
excludes (i) purchase order's not ex-
or purchase order* for public utility
liform opplicebility to the general
ths Contractor,
contract, the prePurtY described
r mith such related dote and
and as amy reasonably to re.
7 (hereinafter referred to
*livery or performsnee dates
bribe Contractor under this
Government.furnishe4 Property
tractor at Us ti's* stated
ficient time to enable the
dates. In the event that
to the Contractor by such
shall, upon timely written revisit
of the delay occasioned the
cost, fixed fee, or
imr other contractual
th the procedures
provided sChanges,0 In the
ved by the Contractor
Contractor shells
such fact and as
such property at
report or (ii)
) or ) above,
shall
performance
ted by
rdanoe
titled
and the
Ti
of such
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(b) The o
nisbid PraPerty in addition
flagitious. At tho time of sun
appropviote, to aocomplieh an 6?1
visions thereof
the Coot
forth in the
the contract
tdjuotment in
(o) Title to all p 1 by the Gove
in the Government. Titlo yporohasod by the o
for the cost of which the Coitrjter be roimbureed as &direct it
or cost under this oontract, ahgll pees to and vest in the Govsrnment
upon delivery of suoh property 47 the vendor. Titlo to other property,
the octet of which is to to reimiArsed to the Contractor under this =tract
*hall peso to and vest in the GAllertnant upon (i) issuance for use of such
proporty in tho performance, or tllis oorrtreato or (ii) oommencement of ,
prooessing or us* of au& propc'ty in the performanoe of this contract,
or (iii) reimhursement of the it thereof by the Government, whichever
first occtue. All Govermemot,tAfmished Property, togethervith all property
esainirod by the Contractor, tit :Ls to which mita in the Government under
this paragroph are subloot tolD 'LAO provisions of this casual and ore
hereinafterooi1eotv4.y rerevvbi to as "Government Property.
(d) Titlo to tho Governme4 Property shall not be affected by th
ration or ottechment the'301: to ony property not owned by the
nor &all aro& Gove;,--iment Property, or ony part thersoI? be
mt istr 1ose its Ldontity an pereanalty by reason of
n to any roalty.
(o) Tho CoVernIkt ETD d or
terms of this root shall, Less DtbIzvla* pro
as may be otherwise approvedby b? cwtracUng Office
for the performance of this conierat
:a
or .peet.
d? if
Tho C,ontraotor shell mintain and administer in
noes practice a prog.4.,wA to.. the maintenance, repair, protection
vetion of Government 1 operty so as to assure it full avail.
usefulness for the pLrfo:mence of thin contract. The Con,
take all ressonsb3r steps to oomP17 with al appropriate
instruotions vhiot the Contracting Officer may prescribe
necessary for the protection of the Government Proporty.
provisions of text /II, Appendix. Clo Armed Servioes Procure-
n, Manuel for Cent ,;o1 of' Government Property in passes-
it Researoh and 7.4ve1opment Contractors, as in effect on
contract, are herein incorporated by reference and M.
rect. Tho ?ac,tractor agreos to comply with the pro-.
sing to the keeping or property control rsoords?
kingt 'eV- en and commingling, taking of
o the
except
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oriels, and control of 'minim. and so
the ziponeibi1it1es set forth in said
t Property.
the Contractor also
III with respect to
The Contractor ogress I.aaalca available to s rprennt
ti ot the Contraatiag C t'ice at a21 remenable tii* at the office o
the Gontractor all of its propty-tiy 2m,orde under this oontract, and amess
to aoy premises where aoy of tho Government Property in loo
(1) The Contraotor ehall :-Alt be liable for any lose of or damage to
tho Government Property, or for enemata incidental to such loss or dam.
Ages except that the Contractor Atoll be responsible for any ouoh lose or
damage (inoluding expenses incijantal thereto)t
Oh moults from willful misoonduct or look f good faith on
of any of the Cont,actorla dirootors or offieors or on the
any of its nanagora, superintendents, or other equivalent
tatives, who have sew-deism or direction of ell or sub.
billy all of the Cont,-eotors tininess' or all or atibstantiallY
Contractor's c 'ttionu it any on plant, laboratory, or
cation in which vAis tiontrant is being performed; or
cults from a i!ailure cu tho part of the Contractors
misoondnIt or lank of good faith on the part of
rootoxes? offict,ers, or other repreeontatives mentioned in
(i) to maintain and administer, in accord.
a prectioe, the program for maiUtenanae?
ction and preservation of Government property as ra.
quilted raph (I)ebove or (B) to take all reasonable
steps towith any APPropristo written directions of the
Contracting Officer under ffebparagreph (r) above; or
Por whioh the ContraJtor is ctterwiso rosponoible under
tits express terms of the clenme or clensos designated in the adhedulo;
or
iv Mbich rosults from a Ask exprossly required to be insured
under some (Alma' provision lf this contracts or of the schedules
or task ordered thoreundero but only to the extent of the insurance
so required to be procured end maintained, or to the extent of
inauxence actually proctuad and maintained, whiChover is greater; or
V WhiCh results from e -!..ak which io in foot ?overall by inourano6
or for which ths Contract? is otherwise reimbursed, but only to the
extent of such insurance o neimbureament; providod that,if more than
en* of the above exooptionli shall be applicable in aoy case, tho
Contractor's liability undF,, aoy ona exception shall not be )4m4 ted by
aw other exception.
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(2) The Conti
elude es an item of oirs
for a reserve, eovering t
Property, except to the exten
Contractor to carry such IJUIVErFLA041 under any other pro
contract.
(3) open the happening cY.' lose or destruction of or damageto the
Government Propzty, the Conti-colter shall notify the Contrasting Officer
thereof, mmunicate Itth the Lees and Salvage Organization,
if any, now or hereafter deedvated by the Contracting Officer, end with
the *existence of the LOBO and lalvage Orgenisatimn a* designated (unless
the Contracting Officer ham decigoated that no such organisation be em.
played)* shall take all reasonsUle steps to protect the Government Property
from further dame.* separate +jut damaged and undamaged Government Property,
put all the Government Propei-t; in the hest possible order, and furnish
to the Contracting Officer a statement aft
i The lest, destroyed and dmmaced Government Preps
it The time and origit of the lees, destruction or damage
iii All known interestl in eommingled property of which the
Governnent Property is n part and
iv The insurance* 1.:7 -.1y, *awing any part of or interest in
inch commingled property.
r shall *eke repeArs end renovations of the damaged Oo
rty or take such ,..,-;ber action as the efarbreating r
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or destruction o
rty occurring in connection with
governed by the clause of this con-
is
extent such clause is, by its
CO Woo
Property which
or which has not been di
(1) of this clones, or for
relioved of responsibility,
subject to ths sem* procedur
the clause of this contract er.1
of the Government* with raspier to t.rS.natioi
or 4147 such disposition shall ? applied in rc3ucton o
to be made by the Government 4,--0 the Contractor under this
*hell otherwise be creditod to tho (met of the work covered by tJi
contract, or shall be paid in queb other manner as the Contracting
Officor mar direct, Pending cIna disposition of endh property, the
Contractor agroes to take snug, action es say be necessary, or as the
Contracting Officer seqt direct,. for the protection and preservation
thereof.
(L) If
the Government
Contractor determines
needs undor this contract,
of in the same manner as. provided by
determines thst the interests of
Government Property, or if tho
Property to be in emcees of its
rnmont Property shall be disposed
subparegraph (k) above. In the
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require. the any Govern.
_ (L) or subparag k) above,
or moh removal and ot any property
itute an allowable cost hereunder,
rlvided herein., the Covernment ehel not, be
obligation ti restore or rehabilitate* or to pey the
restoration or nebilitetion of the Contractor's -plant or
reof whidh is elected tv the removel of any Goverment
Ca The Contriotor shall preemie and thereafter meintain workmen's
compensation, emp verso liability, comprehensive general liability
(aelily injury) and omprehonmive automobile liability (bodily injury
and property damage) insurance., with respect to performance under this
*entreat* and such other insurance ea the Contracting Officer may from
time to time reqpire with reepact to performanoe under this contract;
provided, that the Contrector In fulfillment of its obligatian to pro.
our* workman's compensation iilluranoe air* with the approval of the
Contracting Officer and pursusAt to etntutory authority* maintain a oelf
insurance program. All insure ice required pursuant to the provisions of
this paragreph shall be in ouch form, in mac amounts, end for such
periods a time, as the Contrelting Officer may from time to time require
or approve, and with insurers approved by the Contracting Officer.
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(b) The Contractor agrees, to the extent and in the manner re-
quired by the Contracting officer, to submit forthe 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 allo-
cable 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 (B) i.n the care, custody, or control of the Con-
tractor), 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 judg-
ments or by settlements approved in writing by the Government, and ex-
penses incidental to such liabilities, except liabilities (I) for which
the Contractor is otherwiae responsible under the express terms of the
clause or clauses, if any, specified in the Schedule, or (II) with re-
spect to which the Contractor has failed to insure as required or main-
tain insurance as approved by the Contracting Officer or (III) which re-
sults from willful misconduct or lack of good faith on the part of any
of the Contractorts 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 Con-
tractorls business, or (2) all or substantially all of the Contractorls
operations at any one plant or separate location in wlich this contract
is being performed, or (3) a separate and complete major industrial
operation in connection with the performance of this contract. The fore-
going shall not restrict the right of the Contractor to be reimbursed
for the cost of insurance maintained by the Contractor in connection
vith the performance of this contract, other than insurance required to
be submitted for approval Dr required to be procured and maintained
pursuant to the provisions of this clause, provided such cost would con-
stitute allowable cost under the clause of this contract entitled "Allow-
able Cost, ftwo4=5-Opm and Payment."
(d) The Contractor shall give the Government or its representatives
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 Con-
tractor under the provisions of this contract, and the risk of which is
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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 colla-
borate 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
connection therewith: Provided, however, That the Contractor may, at
its own expense, be associated with the representatives of the Govern-
ment in the settlement or defense of any such claim or litigation.
S. INSPECTION AND CORRECTION OF DEFECTS
(a) All supplies (which term throughout this clause includes with-
out limitation raw materials, components, intermediate assemblies, and
end products) shall be subject to inspection and test by the Government,
to the extent practicable at all times and places including the period
of manufacture, and in any event prior to final acceptance. The Con-
tractor shall provide and maintain an inspection system acceptable to
the Government covering the supplies, fabricating methods, and special
tooling hereunder. The Government, through any authorized representa-
tive, may inspect the plant or plants of the Contractor or of any of its
subcontractors engaged in the performance of this contract. If any in-
spection or test is made by the Government on the premises of the Con-
tractor or a subcontractor, the Contractor shall provide and shall re-
quire subcontractors to provide all reasonable facilities and assistance
for the safety and convenience of the Government inspectors in the per-
formance 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 acceptance of any
supplies or lots of suppliJs shall be made as promptly as practicable
after delivery thereof and shall be deemed to have been made no later
than sixty (60) days after the date of such delivery, if final accept-
ance has not been made eather within such period.
(b) At any time during performance of this contract, but not later
than six (6) months (or such other period as may be provided in the
Schedule) after final acceptance of the supplies or lots of supplies
last delivered in accordancL with the requirements of this contract, the
Government may require the Contractor to remedy by correction or re-
placement, as directed by the Contracting Officer, any supplies or lots
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of supplies which at the time of delivery thereof are defective in
material or workmanship or otherwise not in conformity with the re-
quirements of this contract. Except as otherwise provided in para-
graph (c) hereof, the cost of any such replacement or correction shall
be included in Allowable Cost determined as provided in the clause of
this contract entitled "Allowable Cost, Fixed Fee and Payment," but no
additional fee shall be payable with respect thereto. Such supplies
or lots of supplies shall not be tendered again for acceptance unless
the former tender and the requirement of correction be disclosed. If
the Contractor fails to proceed with reasonable promptness to replace
or correct such supplies or lots of supplies, the Government (i) may
by contract or otherwise replace or correct such supplies and charge to
the Contractor any increased cost occasioned the Government thereby, or
may reduce any fixed foe Flyable under this contract (or require repay-
ment of any fixed fee ther-tofore paid) in such amount as may be equit-
able under the circumstances, or (ii) in the case of supplies not de-
livered, may require the delivery of such supplies, and shall have the
right to reduce any fixed fee payable under this contract (or to require
payment of any fixed fee theretofore paid) in such amount as may be
equitable under the circumstances, cr (iii) may terminate this contract
for default as provided in the clause of this contract entitled "Termin-
ation." 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 a daepute concerning a question of fact within
the meaning of the clause of this contract entitled "Disputes."
(c) Notwithstanding the provisions of paragraph (b) hereof, the
Government may at any time require the correction or replacement by the
Contractor, without cost to the Government, of supplies or lots of sup-
plies which are defective in material or workmanship, or otherwise not
in conformity with the requirements of this contract, if such defects or
failures are due to fraud, lack of good faith or willful misconduct on
the part of any of the Contractorts directors or officers, or on the
part of any of its managers, superintendents, or other equivalent repre-
sentatives, who has supervieion or direction of (i) all or substantially
all of the Contractorts business, or (ii) all or substantially all of the
Contractorts operations at any one plant or separate location in which
this contract is being perfumed, 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 of
such supervisory personnel shall be deemed to include the selection of
individual employees or the retention of employees after any of such
supervisory personnel has reason to believe that such employees are
habitually careless or otherAse unqualified.
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(d) Corrected supplies or replaced supplies shall be subject to
the provisions of this clause in the same manner and to the same ex-
tent as supplies originally delivered under this contract.
(e) The Contractor shall make its records of all inspection work
available 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 supplies or lots of supplies 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 ContractorIS
obligation to correct or replace Government-furnished property (which
is property in the posses-ion of or acquired directly by the Government
and delivered or otherwise made available to the Contractor) shall be
governed by the provisione of the clause of this contract entitled
"Government Property."
9. EXCUSABLE DELAYS
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 Contractor to make progress in the prosecutirg of
the work hereunder which endangers such performance) if such failure
arises out of causes beyond the control and without the fault or negli-
gence of the Contractor. Such causes include, but are not restricted
to: acts of God or of the public enemy; acts of the Government; fires;
floods; epidemics; quarantine restrictions; strikes; freight embargoes;
unusually severe weather; and failure of subcontractors to perform or
make progress due to such causes, unless the Contracting Officer shall
have determined that the supplies or services to be furnished under the
subcontract were obtainable from other sources and shall have ordered
the Contractor in writing to procure such services or supplies from
such other sources, and the Contractor shall have failed reasonably to
comply with such order. Upon request of the Contractor, the Contract-
ing Officer shall ascertain the facts and extent of such failure and, if
he shall determine that such failure was occasioned by any one or more of
the said causes, the delivery schedule shall be revised accordingly, sub-
ject to the rights of the Government under the clause hereof entitled
"Termination."
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10. SUBCONTRACTS
(a) The Contractor shall give advance notification to the Con-
tracting Officer of any proposed subcontract hereunder which (i) is
on a cost or cost-plus-a-fixed-fee basis, or (ii) is on a fixed-
price basis exceeding in dollar amount either $25,000 or five per-
cent (5%) of the total estimated cost of this contract.
(b) The Contractor shall not, without the prior written consent
of the Contracting Officer, place any subcontract which (i) is on a
cost or cost-plus-a-fixed-fee basis, or (ii) is on a fixed-price
basis exceeding in dollar amount either 125,000 or five percent (5%)
of the total estimated cost of this contract, or (iii) provides for
the fabrication, purchase, rental, installation or other acquisition,
of any item of industrial facilities, or of special tooling having a
value in excess of 11,000, or (iv) is on a time-and-material or labor-
hour basis, or (v) involves research and development work. The Con-
tracting Officer may, in his discretion, ratify in writing any such
subcontract; such action shall constitute the consent of the Contract-
ing Officer as required by this paragraph (b).
(c) The Contractor agrees that no subcontract placed under this
contract shall provide for payment on a cost-plus-a-percentage-of-
cost basis.
(d) The Contractiiv Officer may, 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 cause :hall not be construed to constitute a deter-
mination of the allowability of any cost under this contract, unless
such approval specifically provides that it constitutes a determina-
tion of the allowability of such cost.
(e) The Contractor shall give the Contracting Officer immediate
notice in writing of any action or suit filed, and prompt notice of any
claim 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 this contract with respect to which the Contractor may be
entitled to reimbursement from the Government.
(f) The Contracting Officer may approve all or any part of the
Contractor's purchasing system and from time to time rescind or rein-
state such approval. Such approval shall be deemed to fulfill the re-
quirements for obtaining the Contracting Officer's consent to subcon-
tracts as prescribed in paragraph (b) above,,
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11. NOTICE AND ASSISTANCE REGARDING PATENT INFRINGEMENT
The provisions of this clause shall be applicable only if the
amount of this contract is in excess of $5,000.
(a) The Contractor shall. report to the Contracting Officer,
promptly and in reasonable written detail, each notice or claim of
patent infringement based on the performance of this contract of
which the Contractor has knowledge.
(b) In the event of litigation against the Government on
account of any claim of patent infringement arising out of the per-
formance of this contract or out of the use of any supplies furnished
or work or services perfermed hereunder, the Contractor shall furnish
to the Government, upon request, all evidence and information in
possession of the Contractor pertaining to such litigation. Such
evidence and 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.
12. FILING OF PATENT APPLICATIONS
(a) Before filing or causing to be filed a patent application
disclosing 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 Contracting Officer for determination whether, for reasons of
national security, such application should be placed under an order
of secrecy or sealed in accordance with the provisions of 35 U.S.
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 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
this contract, which subject matter is classified "Confidential", a
copy of such application for determination whether, for reasons of
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application should be placed under an order of
of a patnnt should, be otherwise delayed under
tiot
(a)
(a) As used in this
sat forth below'
(1) The term "Bub
or discovery (whether or not
to practice (unless disclosed
the performance hereinafter 1e4
experimantal, developmental or oemearthicalled fo
or (B) in the performance of ar:.; experimental, dovelopmental or
work relating to the subject =Atter of this contract which was done
the understanding that a oentrtA would be awarded*
(ii) The term "Teohnicql Personnels means any person employed 07 or
working under contract with thr Contraetor (other than a eubeontractoT whose
reeponeitilitiee with respect rights accruing to US Government in
inventions arising under suboomtrecte are est forth in paragraph (f), (g)
and (a) of this clause), provieed that such person, by reason of the nature
Of his duties in connection 'rite. the performance of this *entreat would
reaeoneb3 be expected to maks inventions*
) The terms "subcontract and suboontrsctor msen any subcontract
r of the Contrivtor and any lower-tier subcontract or aubcon*.
this contract.
nt applioation coming
observe all applicable securi
olemeified 'subject matter.
r4o 4ontractor agree*
title and interest tn and to eaCh Bub
with respect to tny subject Invention mode
Technical Personnel and with rcepect to the practices of
foreign ?Gantries, said grant and other rights hereinafter
be llr4t.d to tile Contractor's right to assign or grant the
any obl!,gation to poly royalties or other compensation
t of said great. The Contractor further agrees
thisT Government with respect to any invention
*ton of the Contractor filed prior to beginning
and first actually reduced to lactic* by
!ermence? so irrevocable, wive,
lineage to practice, and cause to be practiced
world, each such invention in the manufacture
law, of any article or meterial, and in the
hiwever, that with respect to (i) any such
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other that
tion in tO2.0 ocesitt
the Coatrootorty right to
pai royaltic,I or other
t.
COflt2etoZ ee to and doss here
t of the Control:torte right to do
there the rigpt to raproduoe, use
inatudiiii the right to give
intisreat of the MAW
wings* bluspriate, data
mad by the contractorto the
ler, that hothirkg contained
or t5r ingaioatior1/4 to grant
aimed or to mat *rot right- to rapreiducei
rut.
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rector
n in any sUbcont7.
as for experivontal,
$ clause or one OW*
by a suboostraotor to wee
Obtain the uritten euthoriset
risetion may be arembei with rsapct to a
with the sukcentreat? end Ohall shoo
tiativE with sudh subcontreator
alausu; Ito/rimer, that the
the pP. rector to Kraut to the
Inititions et no lees scope end on
whiah the Contractor has under such subcontracts
tit sohoontreator be required to grant to
ghts in meases of thoeet herein agreed to be granted
to netltV
patent ri
clamtc, and
Aboontrect is 00401140041,
trent elms., the Government
iartcwhereby assigns to the Government ell
'mold heve to enforce the obligations of
Subj.-et Inventions? The. Contractor Shall
agreements of soy subcontractor hereunder
45it in ary suboontract.
that it has been delayed in the performenoa
Ity to obtain, under reasonable terms
clause, equalified suboontractor for
of this ?entreat for which the Contractor
moor qualified personnel, the Contractor's
PeriG4 of time 'Wel to the duration
Coetractor, the Contrasting Offioer
an additional extension of the
root price based on additional
eumetences; and the ?entreat shall
otter, after exerting ell reasonable
Asubcontraotor es set forth
Contracting Officer a vritten
th requirement that a suitable
ti subcontract. Su& request Shall
r ha used sll reasonable effort:4 to
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15. COMM
IT
1.-non its authorisation and oonsent
patented invention in the performance
pert- hereof er any amendment hereto or
loln4ing any lower-tier subcontract)
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the contract, provided that such license shnll be only to the extent
the Contractor now has, )r prior to completion or final settlement
of the contract may acquire, the richt to grant such license without
becoming liable to pay compensation to others solely because of such
grant.
(b) The Contractor agrees that it will exert all reasonable ef-
fort to advise the Contracting Officer, at the time of delivering any
copyrightable or copyrighted work furnished under this contract, of
any adversely held copyrighted or copyrightable material incorporated
in any such work and of any invasion of the right of privacy therein
contained.
(c) The Contractor agrees to report to the Contracting Officer,
promptly and in reasonable writtea detail, any notice or claim of
copyright infringement received by the Contractor with respect to any
material delivered under this contract.
16. REPRODUCTION AND USE OF TECHNICAL DATA
The Contractor agrees to and does hereby grant to the Government,
to the full extent of the Contrac'torts right to do so without payment
of compensation to others, the right to reproduce, use, and disclose
for governmental purposes (including the right to give to foreign
governments for their use as the national interest of the United States
may demand) all or any part of the reports, drawings, blueprints, data,
and technical information specified to be delivered by the Contractor
to the Government under this contract; provided, however, that nothing
contained in this paragraph shall be deemed, directly or by implica-
tion, to grant any license under any patent now or hereafter issued
or to grant any right to reproduce anything else called for by this
contract.
17. REPORTING OF ROYALTIES
The provisions of this clause shall be applicable only if the
amount of the. contract is in excees of $10,000.
(a) The Contractor shall. report in writing (in quadruplicate)
to the Contracting ()Meer as soon as practicable after execution of
this contract whether or not any royalties in excess of $250 have been
paid or are to be paid by the Contractor directly to any person or
firm in connection with the performance of this contract. If royalties
in excess of $250 have been paid or are to be paid to any person or
firm, the report shall include the following items of information with
respect to such royalties (including the intial $250):
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(1) The name and address of each licensor to whom
royalties in excess of 1250 have been paid or are to be paid,
(2) The patent numbers, patent application serial num-
bers (with filing dates), or other identification of the basis for
such royalties,
(3) The manner of computing the royalties consisting
of (i) a brief identification of each royalty-bearing unit or pro-
cess, (ii) the total amount or royalties, and (iii) the percentage
rate of dollars and cents amount of royalties on each such unit or
process; provided that if the royalties cannot be computed in terms
of units or dollars and cents value, then other data showing the
manner in which the Contractor computes the royalties.
(b) In lieu of furnishing a report under paragraph (a),
the Contractor may furn5eh a single, consolidated report for each
accounting period of the Contractor during which the Contractor has
contracts with the Gove/ument, provided the Contractor has requested
and obtained the prior written approval of the Contracting Officer.
Such consolidated report shall be furnished, when the furnishing
thereof has been approved, in the number of copies as approved, as
soon as practicable after the close of the accounting period covered
by the report. Such coneolidated report shall be made in accordance
with Contractorts established accounting practice and shall include,
for the accounting period, the total amount of royalties accruing to
each licensor at a rate in excess of,S1,000 per annum on the Con-
tractorts over-all business, together with (i) the name and address
of each such licensor, (ii) the patent numbers, patent application
serial numbers (with filing dates), or other identification of the
basis for such royalties, (iii) a brief description of the subject
matter of the license under which royalties are charged, (iv) the
percentage rate or unit amount, or if the royalties do not accrue
by rate or unit amount, such other data showing the manner by which
the royalties accrue to 1Jcensor, and (v) an estimate or approxima-
tion (without detailed accounting) of the portion of such royalties
that may be attributable to Government contracts, The Contractor
shall, if requested by the Government, furnish at Goverment expense
a more detailed allocation of such royalty payments attributable to
Government contracts.
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(c) In the event that the Contractor requests written ap-
proval to furnish consolidated reports under paragraph (b) above,
the Contracting Officer shall promptly consider the request and fur-
nish to the Contractor a letter stating whether or not the request
is approved and, notwithstanding any such approval, the Contracting
Officer shall have the right to question any such subsequently fur-
nished report as to accuracy or completeness of data and to ask for
additional information. The Contractor shall furnish a copy of such
letter of approval to the Contracting Officer administering this
contract.
(d) After payment of eighty percent (80%) of the amount
of this contract, as from time te time amended, further payment
shall be withheld until a reserve of either (i) ten percent (10%)
of such amount or (ii) '5,000, whichever is less, shall have been
set aside, such reserve or the balance thereof to be retained until
the Contractor shall have furnished to the Contracting Officer the
report called for by paragraph (a) hereof or the copy of the letter
approving the Contractorts request to furnish the report under para-
graph (b); provided that no amount shall continue to be withheld
from payment for the causes specified in this paragraph (d) if the
Contracting Officer shall find that the Contractor has not been fur-
nished a letter as requred by paragraph (c) within a reasonable
time after making written request to submit a single, consolidated
report under the provisions of paragraph (b) of this clause; and pro-
vided further that the Contracting Officer may, in his discretion,
order payment to be withheld in the amount and manner above provided
if the report called for by paragraph (a) is unsatisfactory or if
the report called for by paragraph (b) is due but has not been re-
ceived, or if received, is found to be unsatisfactory. No amount
shall be withheld under this paragraph when the minimum amount spe-
cified by this paragraph is being withheld under other provisions
of this contract. The withholding of any amount or subsequent pay-
ment thereof to the Contractor shall not be construed as a waiver
of any right accruing to the Government under this contract.
18. DISPUTES
Except as otherwise provided in this contract, any dispute con-
cerning a question of fret 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 fur-
nish a copy thereof to the Contractor. Within 30 days from the date
of receipt of such copy, the Contractor may appeal by mailing or
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otherwise furnishing tc the Contracting Officer a written appeal
addressed to the Secretary, and the decision of the Secretary or
his duly authorized representative for the hearing of such appeals
shall, 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, to final and conclusive; provided that, if
no such appeal is taken, the decision of the Contracting Officer
shall be final and conclusive. In connection with any appeal pro-
ceeding under this clause, the Contractor shall be afforded an op-
portunity to be heard end to offer evidence in support of its appeal.
Pending final decision of a dispute hereunder, the Contractor shall
proceed diligently with the performance of the contract and in ac-
cordance with the Contracting Officerls decision.
19. BUY AMERICAN ACT
The Contractor agrees that there will be delivered under this
contract only such unmarufactured articles, materials and supplies
(which term "articles, materials, and supplies" is hereinafter
referred to in this clause as "supplies") as have been mined or
produced in the United States, and only such manufactured supplies
as have been manufactured in the United States substantially all
from supplies mined, produced, or manufactured, as the case may be,
in the United States. Pursuant to the Buy American Act (41 U.S.
Code 10a-d), the foregoing provision shall not apply (i) with re-
spect to supplies excepted by the Secretary from the application of
that Act, (ii) with respect to supplies for use outside the United
States, or (iii) with respect to the supplies to be delivered under
this contract which are of a class or kind determined by the Secre-
tary or his duly authorized representative not to be mined, pro-
duced, or manufactured, as the case may be, in the United States in
sufficient and reasonably available commercial quantities and of a
satisfactory quality, or (i7) with respect to such supplies, from
which the supplies to be delivered under this Contract are manu-
factures, as are of a class or kind determined by the Secretary or
his duly authorized representative not to be mined, produced, or
manufactured, as the case may be, in the United States in sufficient
and reasonably available commercial quantities and of a satisfactory
quality: Provided, That this exception (it) shall not permit delivery
of supplies manufactured outside the United States if such supplies
are manufactured in the United States in sufficient and reasonably
available commercial quantities and of a satisfactory quality.
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20. 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.
21. 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, broker-
age, or contingent fee, excepting bona fide employees or bona fide
established commercial or selling agencies maintained by the Con-
tractor for the purpose of securing business. For breach or viola-
tion of this warranty the Government shall have the right to annul
this contract without liability or in its discretion to deduct from
the contract price or consideration the full amount of such commis-
sion, percentage, brokerage or contingent foo.
22. CONVICT LABOR
In connection with the performance of work under this contract,
the Contractor agrees not to en:ploy any person undergoing sentence
of imprisonment at hard labor.
23. EIGHT-HOUR LAW OF 1912
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 324-326) and
is not covered by the Walsh-Healey Public Contracts Act (41 U.S.
Code 35-45), is subject to the following provisions and exceptions
of said Eight-Hour Law of 1912 as amended, and to all other provisions
and exceptions of said Law:
No laborer or mechanic doing any part of the work contem-
plated by this contract, in the employ of the Contractor or any sub-
contractor contracting Cor any part of the said work, shall be re-
quired or permitted to work more than eight hours in any one calen-
dar day upon such work, except upon the condition that compensation
is paid to such laborer or mechanic in accordance with the provi-
sions of this clause. The wages of every such laborer and mechanic
employed by the Contractor or any subcontractor engaged in the
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performance of this contract shall be computed on a basic day rate
or 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 fpr 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 upon the Con-
tractor for each such laborer or mechanic for every calendar day in
which such employee is required or permitted to labor more than
eight hours upon said work without receiving compensation computed
in accordance with thio clause; and all penalties thus imposed shall
be withheld for the use and benefit of the Government.
24. NONDISCRIMINATION IN EMPLOYMENT
(a) In connection with the performance of work under this con-
tract, the Contractor agrees not to discriminate against any em-
ployee or applicant for employment because of race, religion, color,
or national origin. The aforesaid provision shall include, but not
be limited to, the following: employment, upgrading, demotion, or
transfer; recruitment or recruitment advertising; layoff or termina-
tion; rates of pay or ether forms of compensation; and selection for
training, including apprenticeship. The Contractor agrees to post
hereafter in conspicums places, available for employees and appli-
cants for employment,nebices to be provided by the Contracting Of-
ficer setting forth the provisions of the nondiscrimination clause.
(b) The Contractor further agrees to insert the foregoing pro-
vision in all subcontracts hereunder, except subcontracts for
standard commercial oupPlies or raw materials.
25. WALSH-HEALEY PUBLIC CONTRACTS ACTS
If this contract ie for the manufacture or furnishing of ma-
terials, 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 reference all representations and stipulations
required by said Act and regulations issued thereunder by the Secre-
tary 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.
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(b) In the event thi:
paragraph (a) reef, the Vivernment
the same remedies againet ti.e Contractor as
event of a breath of the oertract by the Gont
penalty in addition to any Aber damages to 'AA
by law, to exemplary damaget: in amount (as determined by
rotary or his duly anthorisvd represantative) uhioh shell be not lose
than three nor more then ton times the cost incurred by the Contractor
in providing any such gratuities to any such officer or emPlorm.
(c) The rights and romedies of the Government provided in this
clause shall not be =lust-, and an' in addition to any other rights
and remedies provided by lev or under this contract.
27 TiMPLOTMLNr CF ALIN NS
No *liens employed by the
access to the plans or specifications
or to participate in the oefltrect trLsl
beforehand of the Secretary or his duly authorised represen
28 ASSIGNMENTS PNOSIBITTL
Neither this contract,? nor any interest therein, nor nni claim
striving hereunder, shell be transferred or assigned by the Contractor
to any other person.
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(o) The
this contrect involves tooter
*Secrets* or **Confidential."
(b)- The Government 'hail
classifiaation of this oontralt and
subsequent revisions in such lecuritY
e) To the- extant the ',',111nounleem
tracts or thereafter indiattovs
treat es provided in paregregALtb
otherwise provided in thie clauses
elements of thia aontract and shill
sourity ?outran within ita own organisotion in acoordence
remota of (1) tho_ Department of Defense Induetrial
for Sofegoariing Clessaified Security information as in
te of this ?outputs which manual is hereby incor.
end made &pert of this oontrecti and (II) any
d mama required by tho demands of national security
Governotnt and mode after the date of this contracts
been furnished to the oontractor by the Contracting
of the security
f and cof any
(d) Deeignated p
inspeation pertaining to indust
inspect at reasonable 1nters-11
utilised by the Contraator ir
term and conditions of this
its authorised representatirts
oompliad with such requirenstits the Gov,
contractor in writing of the proper actions to
effect compliance with sash -equiremscts.
) In the event a cills.nge in security requirements, *a provided
rsiPh isnd (Os ~Ate (i) in a change in the +security
tion of this contract or any olement thereof from a non,
status to a elecaltiod 'status or froms lower classification
classificationsr (ii) in more restrictive area controls
required, thiContrector shall exert every reasonable
ble with its eatablished policies to continue tho perk.
under the crmtreat in compliance with such change in
cation or :,,,quirements. If, despite such reasonable
rector detaminss that the oontinuation, of work under
not practicable bemuse of such change in security
riequiremeht.ss It shell so notify the -entreating
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the asp
or of eedh witten
such Change 1- eamarLty classification Or
or (ii) mutual!" eatisfestory method
this coAreot has not been agreed
Oontretlting Officer to terminate
the contracting Offloer shall terminate the
meg be appropiate, and such termination
met!r the provisions of the clause ofthie
fu:- the Convenience of the
02) Tb. The Cent
ae
insert, in all onboontracts hereunder
information provision* which shall
of this :louse, inclvdlng thin
(f) and (g) of this clause*
it shsU dote that *47
and servioes
ntractores
which
31, TY1011X
0
(a) The performanoe
in whole or from time to time ir,
any reason the Contracting Of ti shall dote
is in the but interest of the ,!7.orvernment. TeJ.uation ot rk kruzide:r
Shell be effected hy delivery tc the Contractor on
specifying the extent to which performance of work s
terminated and the date upon wt.Ah mei termination
1,
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(b) After receipt T
cement its outstanding commitmoata
material*, supplies, equipment and miscellaneous
Contractor shall exercise all ::vasonable diligence
oanoolletion or diversion at outsteoding oommitments cove
servioes and extending beyond i.he data of such termination t
that they relate to the porton-came of any work terminated by the no
With respect to *web canoelled onewitments the Contractor agrees to (i
settle all outstendling listili 1 and all claims arising out of such
caacellatioa of commitments, with tho approval or ratification of the
Geatrasting Offloor? to the extent be max reqpire, Which approval or
ratification shall be final ref all purposes or this elms', and (Li)
outgo to the Government, in tin, manner', at the time, and to the extent
directed by the Contracting Ot2icer? all of the right, title and interest
of the Contractor under the Ordare and Subcontracts so terminated, in
which case the Government shall have the right, in its discretion, to
Dottie or pay any or ell clelmu arising out of the termination of such
orders and subcontracts.
(a) 11141 Contractor Shall Albeit its termination claim to the
Contracting Officer promptly at neolaiot or a Notice of Termination
but in no *not later than two years freak the effective date thereof,
unless owe or mon* extensions if-. writing are granted by the Contracting
Oftioer upon written request 1 the Contractor within such two year
period or authorised extensioo Lnecoef. open fellere et the .entracte
to submit its termination claim lithin the time allowed, the Contracting
Minor hay determine, on the bnnie of intermation available to him, the
amount, if any, due to the Gont7nator by reason of the Termination and
shall thereupon pay to the oontintetor the amount so determined.
(d) Ay- determination or alsts under paragraph (o) shall
by the post principles set forth is peragreph WA of Section VI
Armed Services Prvourement Raga :Aim, es in effect on the date of this
contract.
(o) *abject to the provisinne or paragraph (c) above, the Contractor
end the Contracting Officer nay agree upon the whole Draw part of the
amount or amounts to be paid to Lho Contraator by reason of the termination
under this clause, which amount r amouata may include any reasonable
cancellation Charges thereby laci_rred by the Contractor and any reasonable
loss upon outstanding commitmenU for pommel services which it is unable
to *anemia provided. however, Unit in connection with any outstanding
oommitmento for personal service whish the Contractor is =Labia to cancel
the Cootrentor &all have exeroined reseemable &lion?, to divert such
oemmitmento to it. other activitLaa and epervtions. Any such agreement
ehall be embodied in an amendment_ to this contract and the Contractor shall
be paid the agreed amount,
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0,01
32. 1180
stoma of the clause of this contract
the allowable indireet costs under this
g negotiated overhead rates to bases
ei below.
The Cont
r the
Coat
poesible but not Ister than aix (6)
period specified in th. Schedule shall
proposed final overhead rate or rates
le cost experienoe during that period,
tiation of final overhead rates
cer shall- be undertaken as promptly
cc
? 34.
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prectiottble&ft reipt of khe ructorts proposal
(o) Allowability of *est colds000ptability of it allocation thos
shall be determined in accordenru with ASA, Section XI, Pert 3 as in
effect on the date of ti. contrmot.
(41) The results of each nerlotiation shall be set forth In an emendeent
ic this oontrect, -which shall opmeify (i) the agreed final rate, (ii) the
bases to whiCh the rates apply, the period* for which the rates
*M (iv) (iv) the epecific items treated es direct costs or any changes in the
items previously agreed to be &root oosts.
(e) Pending establishment a final overhead rates for any period, the
Contractor than be reishureed mither at negotiated provisional rates es
provided in the Schedule or et tilling Tides acceptable to the Contracting
Officer, subject to Appropriate mtjustomrt when the final rates for that
period arm established. To prevent substantial over or underpayment, the
previsions' or baling rates mil'at the request of either party, be revised
by mutual agreement, either re/I:actively or prospectively. Any such
revision of negotiated provisiollal rates provided in the Sobedule elan be
set forth in an amendment to ttyne ?marmot.
(r) Any failun, by the peAlso to agree on
this disuse ,4111 be odnsideret a dispute conoming a
decision by the Contracting Ofneer gitbin the, meaning o
contract entitled *Dieputee."
33? ALSKRLITONS IN COMTRAOT - the fancying alterations. were mode in tbi
0311 root prior to signature thorsof by the parties to this oontractt
Gemmel Provision 2, MAAS, wee deleted.
0inara1 Provision 7, IRSpAigN-LIABILITIZ TO THIRD PERSONS, paragraph
limit line the words *fietd Fee' wore deleted.
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