INDEX OF GENERAL PROVISIONS

Document Type: 
Collection: 
Document Number (FOIA) /ESDN (CREST): 
CIA-RDP81B00878R001300060016-0
Release Decision: 
RIFPUB
Original Classification: 
S
Document Page Count: 
26
Document Creation Date: 
November 16, 2016
Document Release Date: 
June 10, 1999
Sequence Number: 
16
Case Number: 
Publication Date: 
August 22, 1956
Content Type: 
LIST
File: 
AttachmentSize
PDF icon CIA-RDP81B00878R001300060016-0.pdf2.09 MB
Body: 
1. 2. ] 3. 4. 5. 6. 7. S,, 9. 10. .1.1 , 12. 13a 1_4.. 15. 16 17 . 18, 3-9, 20, 21. 22, 23. ')4- 25. 26. 27 28. Approved For Rele 2000/04/18 : CIA-RDP81 B00R001300060016-0 INDEX OF GENERAL PROVISIONS DEFINITIONS . ? . . . . , . CHANGES . . . . . . . . . . INSPECTION, . . . . . . . . . PAYiENT$. e . . . . . . . . . . "SIG.IP-62NT OF, .GL Iv'1:i. ? . . EXCUSJWLE DELAYS. . . DISPUTESIS. . . . . . . NOTICE A4D ASSISTANCE BUY AitiERICAN ACT. CONVICT ,L-ABOR . . . EIGHT-HOUR LAW OF 1912; . tr i i U1. SIB Nr!4IEY PUBLIC COiJTRACTS ACT NONDISCRZidNATION IN EMPLOYivENT . OFFICIALS NOT TO BEFIT . . . . . COTIENNANTI AGAINST CO .TINNGENT FEES? REPORT:;[ OF ROYALTIES. ? p e ? TERivENia.TION FOR COMEXIENCE OF TEE GOVERNIvE NT SUBCONTRACTS, RECORDS GRATUITIES. . ? . GOtiERNME'IT FURNISHED PROPERTY Iva, ITARY SECURITY REQUIIREIvENTS. COPY-RIGHT, . . . . . . , . FILING Olr' PATENT APPLICATIONS . NOTICE To THE GOVERMENT OF LABOR AUTHORIZATION A. D CONSENT , . ALTERATIONS IN CONTRACT . . . . ? . . . . 2 b , ? . 4 ? . . o 4 ? e ? ? ? e . ? 4 ? & . . a ? i :. ? ? ? . 4 . . ? . . . 5 REGARDING.' PATENT INFRIjUTGEIvENT . ? ? ? 5 t i i . ? ? . ? . ? ? ? e . s e ? 1 . i 6 e ? .. , ? . w ? . ? w ? ? i ? 6 r ?? w w a L 1 ~ 4?? i b? ? ? ? e ? ? . ? . ? i ? 1 e 87 8 . 8 10 T:ivi/c6ed For Release 2000/4f SECRET . . 17 . 17 22 22 23 24 24 25 25 ? e l ? Pl. 60CUMEHY 0 'z S. T5 !t1 / Z IA-RDP81 B00878R001300060016-0 . Approved For Rele 2000/04/18 : CIA-RDP81 B008MR001300060016-0 As used throughout this contract, the following terms shall have the meanings set forth below: (a) The term "Secretary" means the Secretary, the Under Secretary, or any Assistant Secretary of the Department and the head or any assistant head of the executive agency; and the term "h'I.s duly authorized representative" means any person or persons or board (other than the Contracting Officer) authorized to act for the Secretary; and the term "Department" means that component of the Government having cognizance of this contract and represented by the Contracting Officer executing this contract, (b) The term "Contracting Officer" means tho person executing this contract on behalf of the Government, and any other officer or civilian employee who is a properly'desi.nated Contracting Officer; and. the term includes, except as otherwise provided in this contract, the authorized representative of a Contracting Officer acting within the limits of his authority. (c) Except as otherwise provided in this contrac ,~ the term "subcontracts" includes purchase orders under this contract, (d) The term "contract work" means all work to be performed under this contract includin any studies covering fundamental, theo- retical, or experimental investigations; any extension of the inves- tigative findings and theories of a'pcientific and technical. nature into practical application; any tanGible terms, hereinafter referred to as supplies, If called for herein, furnished to the Government; and any reports, data, computations.' I plans, drawings, and specifica- tions with respect to the foregoing. (e) The term "direct labor," as used in the Payments clause, shall be defined in the schedule, The Contracting Officer may at any time, by a written order, within the general scope of this contract, and without notice to any sureties, make changes in (i) drawings, desi ns, or specifications, (ii) direct the addition of work or services, (iii) make changes in method of shipping or packing, and (iv) make changes in place of delivery. If such changes !require a change in the time of performance of the work called for hereunder, the contract shall be modified in writing accordingly. The hourly rate set forth in the schedule shall not be adjusted by reason of any change ordered under this clause. TacivI C,krved For Release 2000/04f14 :-CIA-RDP81 B00878R001300060016-0 . Approved For Rel a 2000/04/18 : CIA-RDP81 BOOB 6ROO13OOO6OO16-0 (a) All material and workmanship shall be subject to inspection and test by representatives of the Government. For this purpose, the Contractor $hail allow, at all reasonable times, inspectors and other Government personnel free access to the plant and operations and shall furnish such facilities as may be required for the work. The Contractor shall inform the inspector when the work is ready for inspection. The Government representative shall have the right to (i) require the replacement of parts which are not, in accordance with applicable speci- fications, and (ii) require the correction of defects. (b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the inspection of the supplies and, services furnished under this contract. Records of all inspection work by the Contractor shall be kept complete and available to the Government during the performance of the contract. (c) The Contractor agrees that it will employ only qualified and competent employees in the performance of this contract and that the services performed will conform' to the highest professional standards for the work involved. (d) Prior to final acceptance by the(foterhment, any correction of defects in supplies or services, or replacement of materials to make the item conform to contract requirements, which correction or replacement is made necessary by inferior workmanship or materials, shall be at no cost to the Government. (e) Final acceptance by the Government shall. be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud, The Contractor skfpll, before or after final ac- ceptance, remedy defects or fa.ilure$ due to such causes at no cost to the Government, The Contractor shall be paid as follows upon the submission of properly certified invoices or vouchers approved by the Contracting Officer (a) Time Rated (i.) The amounts computed by applying the appropriate time rate or rates set forth in the schedule to the number of direct labor hours performed, which rates shall include wages, overhead, general and ad- ministrative expense and profit. Fractional parts of an hour shall be payable on',a prorated basis, The Contractor will substantiate vouchers by eyidgnce of actual payment and by individual daily job timecards, preferably signed by the workers performing the services. Payments will normall be m d t C t y a e a ontractor s payroll intervals, Tai 8/40oved For Release 2000/04110 :.CIA-RDP81 B00878RO0130006001pb . Approved For Rele 2000/04/18 : CIA-RDP81 B008 R001300060016-0 but may be varied by the Contracting Officer if conditions so warrant. (ii). NJot withstanding the provisions of subparagraph (i) hereof, the Contracting Off:t_cer, as provided in the schedule, shall withhold payment of certain amounts due u,.nder this contract. Such amounts shall become payable upon completion of this contract. (iii) Unless provisions of the schedule hereof otherwise specify., the hoourly rate or rates... set forth in the schedule shall not be varied by virtue of the Co .tractor haNing performed work on an overtime basis, If the schedule provides rates for overtime, the premium portion of those rates will not be reimbursable unless the over- time is approved in writing by the Contracting Officer. (b) Materials (Including Subcontracts). (i) Allowable costs of direct materials shall be determined by the Contracting Officer in accordance with Part 2, Section XV, of the Armed Services Procurement Regulation, The Contractor shall support all'material costs claimed by submitting paid invoices or storeroom requisitions. Direct materials as referenced by this clause are defined' as those materials which enter directly into the end product, or which are used or consumed directly in connection with the furnishing of such product, (i..i) The cost of subcontracts which are authorized pursuant to the clause hereof entitled "Subcontracts" shall be reimbursable costs hereunder. (iii) The Contractor shall., to the extent of its ability, procure materials at the most advantageous prices available, with due regard to securing prompt delivery of satisfactory materials, take all cash and trade discounts, rebates, a1J_owances, credits, salvage, commissions, and bonifications, and when unable to take advantage o such benefits it shall promptly notify the Contracting Officer to that effect and the reason therefor. Credit shall be given to the Government for cash and trade discounts, rebates, allowances, credits, salvage, the value of resulting scrap, when the amount of such scrap is appreciable, commissions and bori- fications which have accrued to the benefit of the Contractor or would have so accrued e:xceet for the fault or neglect of the Con- tractor, Such benefits lost through no fault or neglect on the part of the Contractor or lost through fault of the Government, shall not be deducted from gross costs, (c) As of the date of execution of this contract, there has been allotted for it the total sum set forth in the schedule. This sum may be increased from time to time by the Government solely at its discretion, and the contract shall be amended accordingly. Not- withstanding any other provisions of this contract, the Contractor shall not be obligated to perform any services, pursuant hereto, the T&M S 22 56 A proved For Release 2000/04/18 3C1A-RDP81 B00878R001300060016-0 . Approved For Releee 2000/04/18 : CIA-RDP81 B008,i8R001300060016-0 aggregate theretofore famished pursuant hereto would exceed said sum, If at any time the Contractor considers it likely that the aggregate amount set forth in the schedule may be exceeded within 45 days, the Contractor will so notify the Contracting Officer and the parties may thereupon enter into negotiations for an amendment to or rlodi..fication of this contract, as may be appropriate? AnytbA_ ng in this contract to the contra-,7,:-no:b7wl,.thstanding, the Government shall not be obligated to pay to the Contractor any amount in excess of the sum allotted for this contract. 5. ASSIG&/E.NT OF CLAIMS (a) Pursuant to the provisions of the Assignment of Claims Act of 194Q as amended. (31 U. S. Code 203, 41 U. S. Code 15), if this contract provides for payments aggregating :?>1,000 or more, claims for moneys due or to become due to the Contractor from the Government under this contract may be assigned to a bunk, trust company, or other financing institution, including any Federal lending agency, and may thereafter be further assigned and re- assigned to any such institution, Any such assignment or re--? assignment shall cover all amounts payable under this contract and not already paid, and shall not be made to more than one party, except that any such assignment or reassignment may be itado to one party or agent or trustee for two or more parties participating in such financing, Notwithstanding any other provision of this contract, payment to an assignee of any moneys duo or to become due under this contract shall not, to the extent provided in said Act as amended.,be subject to reduction or setoff, (b) In no event shall copies of this contract or of any plans, specifications, or other similar documents relating to work under this contract, if marked "TOP SECRET." "SECRET," "CONFIDENTIAL," be furnished to any assignee of any claim arising under this con- tract or to any other person not entitled to receive the same; PROVIDED, That a copy or any part or all of this contract so marked may be furnished, or any information contained therein may be disclosed, to such assignee upon the prior written author- ization of the Contracting Officer. (c) The Contractor shall obtain the, written authorization of the Contracting Officer prior to the assignment of any rights under this contract. 6. 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 prosecution of the work hereunder which endangers such performance) if such failure TAM 4proved For Release 2000/04M 88: -CIA-RDP81 B00878RO01300060016-0 Approved For Rele 2000/04/18 : CIA-RDP81 B0086R001300060016-0 arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes include, but are not restricted to: acts of God or of the public eno y; 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 deterrined that the supplies or services to be furnished under the subcontract were ob- tainable from other sources and shall have ordered the Contractor in writing to procure such services or supplies from such other sources, ant, the Contractor shah have failed reasonably to comply with such order. Upon request of the Contractor, the Contracting Officer shall ascertain the facts and extent of such failure and, if he shall determine that such failure was occasioned by any one or more of the said causes, the delivery schedule shall be revised accordingly subject to the rights of the Government under the clause hereof entitled "Termination." Except as otherwise provided in this contract, any dispute concerning Vii, 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. Within thirty (30) days from the date of receipt of such dopy, the Contractor nay appeal by mailing or otherwise furnishing to 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 juris- diction to have been fraudulent or capricious or arbitrary or so grossly erroneous as necessarily to imply bad faith, or not supported by substantial evidence, be final 'and conclusive; PROVIDED. That, if no such appeal is taken, the decision of the Contracting Officer shall be final and conclusive. In connQction 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. Pend- 06 final decision of a dispute hereunder, the Contractor shall pro- ceed diligently with the performance of the contract and in accord- ance with the Contracting Officer's decision. U, NOTICE hD ASSISTANCE REGARDING PATENT INFRINGEIENT The provisions of this clause shall be applicable only if the amount of ti4s contract is in excess of 45,000. (a) T e 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 know.Lodgo, T&M 8/22/56 - 5 - Approved For Release 2000/04/18 : CIA-RDP81 B00878RO01300060016-0 . Approved For Reldite 2000/04/18 : CIA-RDP81 B00W R001300060016-0 (b) Is 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 performed hereunder, the Contractor shall furnish to the Government, upon request, z.l 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 agaii,st the claim being assorted. 9. BUY AMERICAN ACT The Contractor agrees that there will be delivered under this contract only such unnanufactured'articles, materials and supplies (which term "articles, materials and supplies" is hereinafter re?- ferred to in this clause as "supplies") as have been mined or pro duced 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 Americal Act (41 U? S. Code .lOa-d), the foregoing provision shall not apply (i) with respect to supplies excepted by the Secretary from the applica- tion of that Act, (ii) ,with respect to supplies for use outside the United States, or (iii) with respect to tho supplies to be delivered under this contract which are of a class or kind de- termined by the Secretary or his duly authorized representative not to be mined, prod.iiced, or manufactured, as the case may be, in the United States in sufficient and reasonably available commercial quantities and of a satisfactory quality, or (iv) with respect to such supplies from which the supplies to be delivered under this Contract are manufactured, as are of a class or kind, determined by the Secretary or his duly author- ized representative not to be mina a, produced, or manufactured, as the case pay be, in the United ,States in sufficient and rea-- sonably available commercial quantities and of a satisfactory quality: PROVIDED, That this exception (iv) shall not permit delivery of supplies manufactured outside the United States if such supplie's are manufactured in the United States in suffi- cent and reasonably available commercial quantities and of a satisfactory quality. l_0, CONVICT LABOR In connection with the performance of work under this contract, the Contractor agrees not to employ any person undergoing sentence of imprisonment at hard labor. 11. BIGHT--HOUR LAW OF 1912 This contract, to the extent that it is of a character specified T&M 822/56 Approved For Release 2000/04/1186: CIA-RDP81 B00878R001300060016-0 Approved For Rel a 2000/04/18 : CIA-RDP81 B009WR001300060016-0 in the Eight-Hour Law of 1912 as amended (40 U. S. Code 32),-=-326) and is not covered by the Walsh-Healey Public Contracts Act (41 IT. S. Code 35-45) is subject to the foU-I,owing provisions and exceptions of said Eight--Hour Law of 1912.. up amended, and to all other prov'i- sions and exceptions of said Law: No laborer or mechanic doing any part of the work contemplated by this contract, in the employ cif the Contractor shall be required or permitted to work more than e4.ght hours in any one calendar day upon such work, except upon the 4pndition that compensation is paid to such laborer or mechanic in accordance with the provisions of this clause. The wages of every puch laborer and mechanic employed by the Contractor shall be computed on a basic day rate of eight hours per day; and work in excess of eight hours per day is per- mitted only upon the condition that every such laborer and meahaa~...~ 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 requirerients of this clause a penalty of five dollars shall be imposed upon the Contractor for each such laborer or mechanic for very calendar day in which such employee is required or peruitted:to labor more than eight hours upon said work without receiving compensation computed in accord- ance with this clause; and all pe4alties thi.is imposed shall be withheld for the use and. benefit of the Government. 12? 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 :x.1.0,000 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 repre- sentations and stipulations required by said Act and regulations issued thereunder by the Secretary of Labor, such representations and stipulations being subject to all applicable rulings and inter- pretations of the Secretary of Labor which are now or may hereafter be in effect,,, except that the Contractor shall not be required to in- clude this clause in subcontracts issued hereunder when the inclusion of this clause in a subcontract would jeopardize or conflict with the security considerations established in connection with this contract. 13. NONDISCRT.MINATIOTI IN EMPLOYMENT (a) In connection with the performance of work under this con- tract, the Contractor agrees not to discriminate against any employee or applicant for employment because of race, religion, color, or national origin. The aforesaid provision shall include, but not be limited toy the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termi.na- T&M 4~48oed For Release 2000/04118 :-CIA-RDP81 B00878R001300060016-0 . Approved For Rele a 2000/04/18 : CIA-RDP81 BO08ZOR001300060016-0 144 tion; rates, of pay or other forms of compensation; and selection for training, including app_-enticeshi.p. The Contractor agrees to post hereafter in conspicuo;;:s places, available for employees and appli- cvaits for eaployuent, 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 subcontracts issued hereunder, except subcontracts for standard commercial supplies or raw materials,, and except as in- sertion of the foregoing provision ih a subcontract would jeopardize or conflict, with the security conpiderations established in tonne-- tion with this contract. OFFICIALS NOT TO BENEFIT No III_, of or delegate to Congress, or resident col ; issione:c, shall be admitted to an;yr share or part of this contract, or to any benefit that, nay arise therefrom; but this provision shell not be construed to extend to this contract if made with a corporation for its general benefit. 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 at;ree.ent' or understanding "or a col':u:missioii, percentage, broker- age, or contingent fee, excepting bona fide employees or bona fide established oonnercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this waarranty 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 mount of such com iission, percentage, brokerage or contingent fee. i ` REPORTING OF ROYALTIES The provisions of this clause shall be applicable only if the amount of the contract is in excess of ';10,000. (a) The Contractor shall report in writing (in quadruplicate) to the Contracting Officer as soon as practicable after execution of this contract whether or not any royalties in excess of ;p250 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 p250 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 initial '~25O) : (1) The name and address of each licensor to whom royalties T&M ?22/56 Approved For Release 2000/041'19 :-CIA-RDP81 B00878RO01300060016-0 . Approved For Relee 2000/04/18 : CIA-RDP81 B0088R001300060016-0 in excess of X250 have been paid or are to be paid, (2) The patent numbers patent application serial numbers (with filing dates 5, or -other identification of the basis for such royalties" (3) The manner of computing the royalties consisting of (i) a brief identification of each royalty-bearing unit or process, (ii) the total amount of royalties, and (iii) the percontae rate or dollars and cents amount of royal-,- ties on each such unit or process; PROVIDED that if the royalties cannot be coilputed in terns of units or dollars and cents value, then other data showing the manner in which the Contractor computes the royalties. (b) In lieu of furnishing a report under paragraph (a), the Contractor x:ia y furnish a single, consolidated report for each accounting period of the Contractor during which the Contractor has contracts with the Government, 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 cove'ed by the report, Such consolidated report shall be made in accordance with Contracter?s established accounting practice and shall include, for the accounting period, the total amount of royalties ac3cr-uing to each licensor at a rate in excess of w1,000 per annum on the Contractor's over, business together with (i) the name and address of each such licensor, (iij the patent numbers, patent appl cation serial numbers with filing dates), or other Identification of the basis for such royalties, (iii) a brief descra_ption',of the subject matter of the license under which royalties are charged, (iv) the percentage rate or unit cLiount, or if the royalties do not accrue ~y rate or unit amount, such other data showing the manner by which the royalties accrue to licensor, and (v) an estimate or approximation (without detailed accounting)I,of the portion of such royalties that nay be attrib- utable to Government contracts, The Contractor shall, if requested by the Government, furnish at Government expense a more detailed allocation of such royalty payments attributable to Government contracts? (c) In the event that the Contractor requests written approval to furnish consolidated reports under paragraph (b) above, the Con- tracting Officer shall promptly consider the request and furnish to the Contractor a letter stating whether or not the request is approved and, notwithstanding any such approval, the Contracting Officer shall have the right to question any such subsequently furnished report as to accuracy or completeness of data and to ask for additional in- formation. The Contractor shall furnish a copy of such letter of approval to the Contracting Officer administering this contract. T&ri Approved For Release 2000/04/18: CIA-RDP81 BQO878RO01300060016-0, Approved For Rele a 2000/04/18 : CIA-RDP81 B008 8RO01300060016-0 (d) After payment of eighty percent (80%) of the amount of this contract, as from time to tine amended, further payment shall be withheld until a reserve of either (i) ton percent (10%) of such amount or (ii) 0,000, whichever is less, shall have been set aside, ', such reserve or the balance thereof to be retained until the gontracto_ shall have furnished to the Contracting Officer' the report celled for by paragraph (a) hereof or the copy of the letter approvin, the `Contractor t s request to furnish the report under paragraph (b); PROVIDED that no amount shall continue toi be withheld fror_i payment for the causes specified in this paragraph (d) if the Contrc.ct ng Officer shall find that the Contractor has not been furnished n letter as required by paragraph (c) within a reasonable time after making written request to submit a single, consolidated report under the provisions of paragraph (u) of this clause; and PROVIDED FURT~HR that the Contracting Office-,. - may, in hie discretion, order payment to be withhold 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 received, op if received, is found to be unsat- isfactory. No amount shall be withhold under this paragraph when the m ini surf amount specified by this paragraph is being withheld under other provisions of this contract. The withholding of any arloun.t or subsequent payment thereof to the Contractor shall not be construed as a waiver of any tight accruing to the Government under this dontraote (b) Trio Contractor agrees that it will exert all reasonable effort 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 copyrightabl c 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 written detail, any notice or claim of copyright', infringement received by the Contractor with re- spect to any material delivered under this contract. 17. TERN NATIOrd OR COrn hIEi3CE OF THE GOVERN NT (a) The performance of work under this contract may be terminated by the Government in accordance with this clause in whole, or frgrr tir.:o to time in part, (1) 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 td make progress in the prosecution of the work here- under as endangers such performance), and shall fail to cure such default within a period of 10 days (or such longer period as the Contracting Officer may allow) after receipt from the Contracting Officer of a notice specifying the default, or (2) whenever for any reason the Contracting Officer shall determine that such T&rvI 81 I roved For Release 2000/04A%- CIA-RDP81 B00878R001300060016-0 Approved For Relee 2000/04/18 : CIA-RDP81 B0083.8R001300060016-0 tarildnati.on is in the best interests of the Government. Any such tern. nation shall be effected by delivery to the Contractor of a Notice of Terni_nation specifying whether termination is for the default of the Contractor or for the convenience of the Government, the extent to which perforiaruhco of Work under the contract is termi.nated, and the date upon which such termination becomes effective. If, after Notice of Termination of this contract for default under (1) above, it is deterii.ned that the Contractor"s failure to perform or to make progress in performance is due to causes beyond the control and without the fault or negligence of the Contractor pursuant to the provisions of the clause of this contract entitled "Excusable Delays," the Notice of Termination shall be deaued to have boon issued under (2) above; and the rights and obligations of the parties hereto shall in such event be gover.oed accordingly. (b) lifter receipt of a Notice of Termination and except as otherwise directed by the Contracting Officer, the Contractor sha7.1 (1) stop work under the contract of the date and to extent specified in the Notice of Teri.in. Ltion; (2) place no further orders or sub- contracts 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; (3) teri:iina-t all orders and subcontracts to the extent that they relate to the. performance of work terminated by the Notice of Ter::iination; (4) assign to the Govorni.ient, in the ::canner and to the extent directed by the Contracting Officer all of the right, title, and interest of the Contractor under the orders or subcontracts' so terminated; (5) with the approval or ratification of the Contracting Officer, which approval or ratification shall be final and concl.usi o for all the purposes of this clause, settle all out- standing liLbilities an;:. all claims arising out of such termination of orders and subcontracts, the cost oX, which would be reimbursable in whole or in part, in accordance with the provisions of this contract; (6) transfer title (to the extent that title has not already been transferred) and, in the manner, to the extent, and at the times directed by the Contracting Officer, deliver to the Government (i) the fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced as a part of, or acquired in respect of the performance of, the work terminated by the Notice of Termination;I(ii) the completed or partially completed plans, drawings, information, and other property which, if the contract had been con pleted, would be required to be furnished to the Government; and (iii) the jigs, dies, fixtures,, and other special tools and tooling acquired or i:ianufactured for the performance of this contract for the cost of which the Contractor has been or will be reimbursed under this con-, tract; (7) use its best efforts to sell in the mangler, at the tine, to the extent; and at the price or prices directed or authorized by the Contracting Officer, any property of the types referred to in provision (6) of this paragraph; PROVIDED, FHOiiIEVER, That the Contractor (i) shall not be required to extend credit to any purchaser,, T&M /22/56 pproved For Release 2000/0471"': CIA-RDP81 B00878R001300060016-0 . Approved For Releae 2000/04/18 : CIA-RDP81 B0086R001300060016-0 and (ii) r: cq-Uire any such property under the condi..tiona 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 Contractor under this contract or shall otherwise be credited, to the price or cost of work covered by this contract or paid in sued manner as the Contracting Officer may direct; (8) complete performance of such part of the work as shall not have been terminated by the Notice of Termination; and (9) take such action as may be necessary, or as the Contracting` Officer may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which the Government has or may acquire an interest, The Contractor shall proceed immediately with the perforr ance of tide above obligations notwithstanding any delay in determining' or adjusting any amount reimbursable under the ps?ovi~s::'.ons of this clause. At any time after expiration of the plant elearar.~.:ee period, as defined in Section VIII, Armed Services Procurement Regt?:' atI_on.. as it may be a seeded from z ti e to tine, the Contractor nay submit to the Contracting Officer a list, certifLed as to quantity and quality, of any or all items of termination inventory not previously disposed of, exclusive of items the dispositio4 of which has been directed or authorized by the Contracting Officer, ar.d may request the Government to remove such items or enter into a storage agreement covering t11ori, Not later tine fifteen (15) days thereafter, the Government will accept title to such itor.zs and remove than or enter into a storage agreement covering the same, provided that the list submitted shall be subject to verification by the Contracting Officer upon romoval of the items, or if the itez:ls are stored, within forty-five (45) days from the date of submission of the list, and any necessary adjustment to correct the list as sub:.itted shall be Lade prior to final settlement, (c) After receipt of a Notice of Termination, the Contractor shall submit', to the Contracting Officer its termination claim, in the form anal with the certification prescribed by the Contracting Officer. Such claim shall be submitted promptly but in no event later than 2'' years from the effective date of ter.dnation, unless one or more extensions in writing are granted by the Contracting Officer upon rcquest',of the Contractor made in writing within such 2-yeax period or authorized extension thereof. However, if the Contracting Officer doterrdnes that the facts justify such action, he may receive and act upon' any such termination claim at any time after such 2-year period or any extension thereof. Upon failure of the Contractor to submit its teri:iination claim within the tine allowed, the Contracting Officer may determine on the basis of information available to him, the amount if any due to the Contractor by reason of the termination #nd shall thereupon pay to the Contractor the amount so deterz:ii.ned. (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 to the Contractor by reason of the T&hi Rp oved For Release 2000/0411$2: CIA-RDP81 B00878RQ01300060016-0 Approved For Rele 2000/04/18 : CIA-RDP81 B004W8R001300060016-0 total or partial tern.:nation of work pursuant to this clause which amount or amounts nay include a reasonable allowance for profit on work done. The contract shall be amended accordingly, and the Con- tractor shall be paid the agreed amount, (e) In the event of the failure of the Contractor and the Con- tracting Officer to agree in whole or in part, as provided in paragraph (d) above, as to the amounts to be paid to the Contractor in connection with the termination of work pursi4a,nt to this clause, the Contracting Officer shall determine on the basis of information available to h-U.,.:i the amount, if any, due to the Contractor by reason of the termination and shall pay to the Contractor the amount determined as follows: (1) If',tho termination of the contract is for the conver.ience of the Gove.r. nrlent : (i) There shall be included for direct labor hours (as defined in the Schedule of the contract) an amount which shall be cletormin jd by aultiplyi g the number of direct labor hours expended prior and up to the effective date of termination by the hourly rate or rates set forth in the !Schedule less any hourly rate payments theretofore made to the Contractor. (ii) There shall be included therein all costs of material reimbursable, in accordance with this contract not previously paid to the Contractor for the performance of this contract prior to the effecj.ve date of the Notice of Termination. (i.i.i), There shall be included therein the reasonable costs of settle ent, including accounting, legal, clerical, and other expenses reasonably necessary for the preparation of settliaent claims and supporting data with respect to the terminated portion of the contract and for the terrination and settlei.ient of subcontracts thereunder, together with reasonable storage, transportation, and other costs incurred in connection with the protection or disposition of termination inventory. (2) If the termination of the contract is for the default of the Contractor: (i) There shall be included for all direct labor hours (as defined in the Schedule of the contract) an amount which shall be determined by ruultiplyin, the number of Direct labor hours expended prior and up to the effective date of termination by the hourly rate or rates set forth in the Schedule less the profit factor contained therein as indicated in the Schedule and less any hourly rate pay- ments theretofore nado, (ii) Where shall be included therein such costs as are set forth in subpdragraphs (1) (ii) and (iii) of this paragraph (o) : T&M g/Ap~roved For Release 2000/04/4-8 :-CIA-RDP81 B00878R001300060016-0 . Approved For Relse 2000/04/18 : CIA-RDP81 B00GF8R001300060016-0 PROVIDED, IHO;JEVER, That there shali not be included any mounts for the preparation ', of the Contractor's Settlement Proposal? (3) If the amount deter-iined under subparagraphs (1) and (2), above, is less than the total payments theretofore i:iade to the Con- tractor, the Contractor shall repay the excess amount to the Governmen ' , (f) The Contractor shall have the right of appeal, under the clau.se 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 withi..n the tine provided in paragraph (c) above, and has failed to request extension of such time, it shall lave no such right of appeal. In any case where the Contracting Officer has made a determination of the ci:iount due under paragraph (c) or (e) above, the Government shall pay to the Contractor the following: W if there is no right of appeal hereunder or, if no timely appeal has been taken, the amount so de- terrdned by the Contracting Officer, or (ii) if an appeal has beer.. taken, the amount finally determined on such appeal, () In arriving at the amount due to the Contractor under tb.ioo clause there shall be deducted (1) all unli.quidated advance or other unliq:uda_ted payments theretofore made to the Contractor, (2) any clatm which the Government nay have against the Contractor in connection. with this contract, and (3) the aLreed price for., or the proceeds of sale of any L.iate;rialsy supplies, or other thins acquired by the Con- tractor or said 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 contract relating to hourly rates which are payable with respect to the work under the continued portion of the contract shall be equitably adjuoted by ^.Lreenent between the Contractor and the Contracting; O.r:ficer, and such adjustment shall be evidenced by an amendment to this contract. (i) The Government nay from time to time, under such terms and conditions 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 Contractor will be entitled hereunder., If the total of such payments is in excess of the amount finally determined to be due under this, clause, such excess shall be payable by the Con- tractor to the Government upon demand, together with interest com putod at the rate of 6 percent per annum, for the period from the date such excess is repc1d to the Government, PROVIDED, HOWEVER, That no interest shall be charged with respect to any such excess payment attributable to a reduction in the Contractorts claim by reason of retention or other disposition of termination inventory until 10 days after the date of such retention or disposition. T&T,i 8,/22/56 Approved For Release 2000/0411 ":'CIA-RDP81 B00878RO01300060016-0 Approved For ReI se 2000/04/18 : CIA-RDP81 B0OO 8R001300060016-0 (j) U_-loss otherwise provided for in this contract, or by applicable statute, the Contractor froi: the effective date of ternination and for a period of 6 years after final settlement under this contract shall aroserve and neke available to the Goverment at all reasonable titles 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 hereunder) or, to the extent approved by the Contracting Officer, photographs, r. -dcrophotogra_phs, or other authentic reproductions thereof. 18. SUBCONTRACTS ~ata^ (a) No contracts shall be made by the Contractor for the furnishing of any of the work herein contracted for without the written approval of the Contracting Officer. For the purposes of this clause, purchase of raw ,.aaterlal or commercial stock itezss shall not be considered work. (b) The Contractor agrees that no subcontract placed under this contract shall provide for payment on a cost-plus-percentage-of-con1-1 basis. (a) (1) The Contractor agrees to i:thintain 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, equipr.:ent, supplies and services, and other costs and expenses of whatever nature for which reimbursement is claimed under the provisions of this contract. The Contractorts accounting .procedures and practices shall be subject to the approval of the Contracting 0ff"icer; PROVIDED, however, that no .:!aterial change will be required to be made in the Contractorys 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, (2) The Contractor agrees to i.iake available at the office of the Contractor at all reasonable tines during the period set forth in subparagraph (4) below any of the records for inspection, audit or reproduction by the Comptroller of the Contracting Government agency or his authorized representatives, (3) In the event the Comptroller of the Contracting Government agency or any of his duly authorized representatives determines that his audit of the amounts reimbursed under this contract as transportation charges will be made at a place other than the office of the Contractor, the Contractor agrees to deliver, T&Nl/ppj6~ved For Release 2000/04/'181 CIA-RDP81 B00878R001300060016-0 Approved For Rele 2000/04/18 : CIA-RDP81 B006R001300060016-0 with the re ;:ibursenlent voucher covering such charges or as may be otherwise specified within two years after rei.rrbrirsement of' charges covered by any such voucher, to such representative as may be designated for that purpose through the Contracting Officer such documontaryevidence in support of transportation costs as may be required by the Comptroller of the Contracting Governi:iont agency or any of his duly authorized representaives, (L,) Except for documentary evidence delivered to the Government pursuant to subparagraph (3) above, the Contractor shall preserve and hake available its records for a period of six years (unless a longer period of tine 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 "cou:rpletion voucher" or "completion a.nvod. oo or, in the event this Contract has been completely teruinated, from the date of the termination settlement agreement; PROVIDED, however, that records which relate to (A) .ppeals under the clause of this contract entitled "Disputes," (B) litigation or the settleruient of claims arisint., out of the performance of this contract, or (C) costs or expenses of the contract as to which exception has been taken by the Comptroller of the Contracting,,Govern:lent agency or any of his duly ruthori.ned representatives, shall be retained by the Contractor u zti l such appeals, -litigation, clan ms,, or exceptions have been dis- posed of, but in no event for less than the six-=year period mentioned above. (5) Except for documenta'y evidence delivered pursuant to subparagraph (3) above, and the records described in the proviso of subpar, agraph (4) above, the Contractor may in fulfillment of its obli;ation to retain its records as required by this clause, sub- stitute photoEraphs, micro-photographs or other authentic reproduc tions of such records, after the expiration of two years following the last day of the month of reirzbursei:ient to the Contractor of the invoice or vcuchor to which such records relate,, unless a shorter period is authorized by the Contracting Officer with the concurrence of the Cor.rptrollor of the Contracting Government agency or his duly authorized representative. (6) The provisions of this paragraph (a), including this subparagraph (6), shall be applicable to and included in each sub- contract hereunder which is on a cost, Cost-plus-n--fixed-fee., t1n.1e- and material or labor-hour basis o (b) The Contractor further agrees to include in each of his subcontracts 'hereunder, other than those set forth in subparagraph (a) (6) above, a provision to the effect that the subcontractor agrees that the Comptroller of the Contracting Government agency or any of his duly authorized representatives, shall, until the expiration, of three years after final payment under the subcontract, have acces T 46 o` 'ed,For Release 2000/04/481-~C-IA-RDP81 B00878R00130006.0016-0 . Approved For Rel s' a 2000/04/18 : CIA-RDP81 B0098R001300060016-0 to and the right to examine any directly pertinent books, documents, papers, and records of such subcontractor involving transactions related to the subcontract. The teri.i "subcontract," as used in this paragraph (b) only, excludes (i) purchase orders not exceedin;_, :)1,000 and (ii) subcontracts or purchase orders for public utility services at rates established for uniform applicability to the general public. (a) The Government nay, by written notice to the Contractor, terminate the right of the Contractor to proceed under this contract if it is found, after notice and hearing, by the Secretary or his duly authorized representative, that grat- uities (in the forr.i of entertainment, gifts, or otherwise) were offered or given by the Contractor, or any agent or representative of the Contractor, to any officer or employee of the Government with a view toward securing a contract or securing favorable treatment with respect to the awarding; or amending, or the i:iakini of any determinations with respect to the performance of such contract; PROVIDED, That the existance of the facts upon which the Secretary of his duly authorized representative makes such finlin!,o shall be in issue and may be ro-;.iewod in any competent court. (b) In the event this contract is terminated as provided in paragraph (a) hereof, the Government shall be entitled (1) to pursue the sai_ie remedies against the Contractor as it could pursue in the event of a breach of the contract by the Con-, tractor, and (ii) as a penalty in addition to any other damages to which it nay be entitled by law? to exemplary damages in an amount (as determined by the Secretary or his duly authorized representative) which shall be not less than three nor more than ten tii.cs the costs incurred by the Contractor in provid- ing; any such bratuitics to any such officer of 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 re..iedies provided by law or under this contract, 21. GCVERMvBNT-FLTRNISHED PROPERTY (a) The Government shell deliver to the Contractor, for use in connection with and under the torruus of this contract, the property described in the Schedule or specifications, together with such related data and information as the Contractor may re- quest and as nay reasonably be required for the intended use of such property (hereinafter referred to as "Government-furnished Property"). The delivery or performance dates for the supplies or services to be furnished by the Contractor under this contract are based upon the expectation that Goverment-furni.slied Property T&IIvI '22 /~6 .w , app'rbved For Release 2000/04116? CIA-RDP81 B00878RO01300060016-0 Approved For Release 2000/04/18 : CIA-RDP81 B008R001300060016-0 suitable for use will be delivered to the Contractor at the tines stated in the Schedule or, if not so stated, in sufficient tine to enable the Contractor to meet such delivery or perforuanhce dates, In the event that Gcvernment-furiii.shed Property is not delivered to the Contractor by such tin or times, the Contractin Officer shnJ1, upon tiLiely' written request undo ,by the Contractor, u ku a deteer :dnation of the delay occasioned the Ccntr,:ctor thereby, and shall equitably adjust the delivery or parforuanco dates or the contract price, or both, and any other contractual provision affected by such delay, in accordance with the procedures provided for in the clause of this contract entitled "Changes," In tiie event the Government-?furnished Property is received by the Contractor in a condition not suitable for the intended use the Contractor shall, upon receipt thereof, notify the Contracting Officer of 'auch fact and, as directed by the Contracting Officer, either (i.) return such property at the Clove:?_1 Tient's expense or otherwise dispose of the property, or (ii) effect repairs or :.modifications. Upon this completion of (i) or (ii) above., the Contracting Officer upon written request of the Contractor sh:T21 equitably adjust the delivery or performance dates or the contract price, or both, and any other contractual provision affected by the rejection or disposition or the repair or i_iodification, in accordance with the procedures provided for in the clause of this contract t .tl.ed 'Clhaah-J:eS n '! The fore OLac provisions for ad. justi:ient are exclusive and the Government shall. not be liable to suit for breach of, contract by reason of aiiy delay in delivery of Government-furnished property or delivery of such property in a condition not ouitable for its intended use, (b) By notice in w riting the ContractinL Officer nay decrease the property furnished or to be f .rnished by the Government under this contract. In any s ucih case the Contracting Officer upon the written request of the Contractor shall equitably adjust the delivery or performance dates or the contract price, or both, and any other contractual provisions affected by the decrease, in accordance with.the procedures provided for in the clause of this contract entitled "Changes'' (c) Title to the Government- urnished property shall remain in the Government, Title to Governi_:ent-furnished property shall not be affected by the incorporation or attachment thereof to any property not owned by'the Government, nor shall such Government-furnished property, or any part thereof, be or becoiie a fixture or lose its identity as personalty by reason of affixation to any realty. The Contractor stall maintain adequate property control records of Government--furnished, property in accordance with the provisions of the "Manual for the Control of Government Property in the Possession of Contractors" (Appendix P. Armed Services Procurement Regulation) as in effect on the date of the contract, which Manual is hereby incor- porated by reference and made a part of this contract. (d) The Govern._rnet-furnished property shall, unless otherwise T&M o/22/56 Approved For Release 2000/0,04: CIA-RDP81 B00878R001300060016-0 Approved For Release 2000/04/18 : CIA-RDP81 B008R001300060016-0 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 proLrari for the maintenance, repair, protection and preservation of Government-furni.shod property, until disposed of by the Contractor in accordance with this clause. In the event that ohy damage occurs to Govermient-furnished Property the risk of which bras been assuaed by the Government under this contract, the Government shall replace such items or the Contractor shall make such repair of the property as the Government directs; provided, however, that if the Contractor cannot effect such repair within the time required., the Contractor shall dispose of such property in the :canner directed by the Contracting Officer. The contract price includes no ooz:ipensation to the Contractor for the performance of any repair or roplacerien.t for which the Government is rospotsJ hie,. and an equitable adjustment will be made in the contract price for any such repair or replacement of Q..;iverm:ont-furnished property undo at the direction of the Governi.ici-it, Any repair or replacement for which the Contractor is responsible under the provisions of this contract shall be accomplished by the Contractor at its own oxpdnso, (f) (i) Except for loss, destruction or damage resulting from. a fat? u~ o of the Contractor, due to willful misconduct or lack of. good faith of any of the Contractor- I s managerial personnel as defined herein, to maintain and administer the program for the i:i~i ntena~.ce, repair, protection and preservation of the Government-furnished property as required by paragraph (e) hereof, and except as specifically provided in clause (s) of this contract or in the clause or clauses of this contract dcsitnatod in the Schedule, the Contractor shall not be liable for loss or destruction of or damage to the Govern- ment-furnished property (A) caused by any peril while the property is in transit off the Contractcrts promises, or (B) caused by any of the following perils while the property is on the Contractors or sub- contractortsp.remises, or on any other premises where such property may properly be located, or by revel therefrom because of any of the following perils: (I), Fire; lightning ; win~lstor.a, cyclone, tornado, hail; explosion; riot, riot attending; an strike, civil commotion; vandalism and rialicious!, mischief; sabotage; aircraft or objects falling therefrom; vehicles runn ,ng on land or tracks, -:excluding vehicles owned or operated by the Contractor or any agont or employee of the Contractor; sr.ioke; sprinkler leakage;. earthquake or volcanic eruption; flood, ricana.ng thereby rising: of a body of water; hostile or warlike action, including action in hindering, combating, or defending; against an actual, impend-- ing or expected attack by any government or sovereign power (de jute or do fo,, to), or by any authority using military, navel, or air forces, or by an agent of any such goverir..iont, power, authority, or forces; or (II) Other peril, of a type not listed above, if such other peril is custo:.iarily covered by insurance (or by a reserve for self- 8A ~6ved For Release 2000/04/12& :-CIA-RDP81 B00878R001300060016-0 Approved For Release 2000/04/18 : CIA-RDP81 B008.i8R001300060016-0 insurance) in accordance with the normal practice of the Contractor, or the prev ,ilin" practice in the industry in which the Contractor is engaged with respect to similar property in the soxie general locale. The perils as set f,_ rth in (A) and (B) above are hereinafter called f'oxcoptod perils." This clause shall not be construed as relievinc, a subcontractor from liability for loss or destruction of or do:,--iaLe to the Go erl . ont; Furnished property while in its possession or control, except to to extent that the subcontract, with the prior approval of the Contrc.otinb Officer, may provide for the relief of the subcontractor from such lic.bility, In the absence of such approval, the subcontract shall contain appropriate provisions rcqu)iri% the return of all Gotrernz ; .nt- Firxnished property in as food condition as when received, except for reasonable wear and tear or for tii utilization of the property in accordance with the provisions cf'the prime contract. The term "Contractor e s !:iana~ erial personnel" as used herein moans the Contractor t s directors, officers and any of its z:lanagers, superinten . dents, or other equivalent representatives who have supervision or direction of (I) all or substantially all of the Contractor t s (ii) all or substantially all of the Contractorrs operation at any one plant or sep rate location at which the contract is being performed; (III) a separate and complete major industrial operation in connection with the performance of this contract. (ii) The Contractor represents that it is not including in the price hereunder, and agrees that t will not hereafter include in any price to the Government, anychar~ e or reserve for insurance (including self-insurance funds or reserves) covering loss or destruction of or dona"c to the Government.-furnished property caused by any excepted peril, (III) Upon the hap;penin,, of loss or destruction of or damage to any Gov ernuer t_furnished property caused by an excepted peril, the Contractor Shall notify the Contrasting; Officer thereof, and shall communicate with the L,-,s;, and Saly a0o Organization, if any, now or hereafter designated by the Contracting Officer, and with the assistance of the Loss and Salvage Organization so designated (unless the Con- tracting Officer has directed that no such organization be eLaployed), shall take all reasonable steps to protect the Government-furnished property froi.l' further dai.laee, separate the damaged and undania-;red Govern- :lent-furnished property, put all the Government-furnished property in the best possible order, and furnish to the Contracting Officer a statement of (A) the lost, destroyed and damaged Govern::ient_furnished property (B) the time and origin of the less, destruction or dcrla` (C) all known' interests in co:u:~i.nt;lod property of which the Governrlent- furnished property is a part, and (D) the insurance, if any, covering; any part of or interest in such commingled property, The Contractor shall be rei 1 ursed for the expenditures made by it in performing T&M 8/22 S6 . proved For Release 2000/04/1:-CIA-RDP81B00878R001300060016-0 . Approved For Release 2000/04/18 : CIA-RDP81 B008M R001300060016-0 its obliEations under this subparagraph (iii) (including charges made to the Contractor by the Loss and Salvage Organization, except any- of such charges the payr.:::rAt of which the Govern: ent has, at its option, assumed d4 rectly), to the extent approved by the Controctin,,; Officer and set forth in a Supplemental Arueront. (iv) With the approval of the Contracting; Officer after loss or lestruction of or darn?_.,e to Goverment -furnished property,. and subject to such conditions and lirlitatioxis as nay be imposed by the Contracting Officer, the Contractor nay, in or. der to minimize the loss to the Gov- ern.rent or i.i order to permit resumption of business or the like, sel.i. for the account of the Government any .itom of Government-furnished property which has been dai:,r.ged beyond practicable repair, or which is so cor.nir; le 1 or conbined with property of others, including tL.o Contractor, that separation is impracticable. (v) Except to the extent of any loss or destruction of or damage to Government-furnishers property for which the Contractor _i relieved of liability under the foregoing provisions of this clause, and except for reasonablo wear an tear or depreciation, or of. the Govern.ent--furnished property in accordance with the provis.i.ons of this contract, the Governr_yent-furnished property (other then pr ; ir_, y parr;,;:+tccl to be sold) shall be returned to the Government in as go, od condition an wThen receive ?..y the Contractor in connection with this contract, or, as repaired under paragraph (e) above, (vi) In the event the Contractor is reimbursed or co::rponsated for any _loss or destruction of or dc:iatge to the Government-furnished property, caused by gin. excepted peril, it shall equitably rein:rburse the Government. The Cor..tractor shall do nothing to prejudice the Government Y s rights to recover aL.a;inst third parties for any such loss, destruction or damage and, upon the request of the Contracting Officer, shall at the Gcverni-font t s expense, fur n.; sh to the Govern sent 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 addition, where a subcontractor has not been relieved from liability for any loss or destruction of or dai:laEo to the Governr_.ent-Furnished property, the Contractor shall enforce the liability of the subcontractor for such loss or destruction of or dai:iag e to the Govcrn::.ent---Furnished property for the benefit of the Governi.ient . (vii) (Where applicable). In the event any aircraft are to be furnished under this contract, sny loss or destruction of, or daaage to, such aircraft or other Government-furnished property occurrin. in connection with operations of said aircraft will be governed by the clause of this contract capptioned'. "Flight Risks", to the extent such clause is, by its terms, applicable. (g) The Government shall at all reasonable times have access to T&M 8/22/56 - 21 - Approved For Release 2000/04/18 : CIA-RDP81 B00878R001300060016-0 Approved For Release 2000/04/18 : CIA-RDP81 B0088R001300060016-0 the proniti.es wherein any Governor ent-furnished property is located, (h) Upon the completion of this contract, or at such earlier date as may be fixed by the Contracting Officer, the Contractor shall sulr.iit, in a f orig. acceptable to the Contracting Offic(-'r,.. inventory schedules covering all items of Government-furnished property not consu.icJ in the performance of this contract (including any res-iilt-- ink scrag), or not theretofore delivered to the Governm.lent, and shall deliver or iiako such other disposal of such Government-furnished property, as nay be directed or authorized by the Contracting Office.: Recoverable scrap from Goverir..cnt--furnistic, d property shall be reported in accordance with a procedure and in such fern as the Contracting Off, cer nay direct. The net proceeds of any such disposal shall be credited to the contract price or shall be paid in such other manner as the Con- tracting Officer may direct. (i) Directions of the Contractin` Officer and co::li.lunications of the Contractor shall be in writing','. ENPLOYN INT OF ALIENS If this contract coils for furnishing or constructing aircraft; aircraft parts, or aeronautical accessories, no aliens employed by the Contractor shall be permitted to have access to the plans or specificatid1ns, or tho work un;de? construction, or to participate in the contract trials, without the written consent beforehand of the Secretary or his July authorized representative, .:: MILITARY SECURITY REQUIREI?NT'S (a) The provisions of this clause shall apply to the extent that this contract involves access to security information classified "Confidential" includin. "Confidential--Modified Handling Authorized'' or hi0:0:r (b) The Government shall notify the Contractor of the security classification of this contract and the elements thereof, and of any subsequent revisions in such security classification, by the use of a Security Requirements Check List (DD Form 254 and 254-3.). (c) To the extent the Government has indicated as of the date of this contract, or thereafter indicates, security classification under this contract as provided in paragraph (b) above, the Con- tractor shall safeguard all classified elements of this contract and shall provide and maintain a system of security controls within its own organization in accordance with the requirements of: (i) the Security A-ree :lent (DD Form 441), including the Department et' Defense Industrial Security Manual for Safeguarding Classified Information as in effect on date of this contract, and T&M 8 22 56 A proved For Release 2000/04/18 2trA-RDP81 B00878RO01300060016-0 Approved For Relce 2000/04/18 : CIA-RDP81 B008i8R001300060016-0 ny a.~:~c ifie ticn t O the Security A~;ree_ient for the purpose of agar tin the Manual to the Contractor t s business; and (ii) any a rmerd:.jents to said Manual i-a,ade after the date of this contract, notice of which has Leon furnished to the Contractor by the Security Office of the Military Department having; security cognizance Ever the facility. (d) Representatives of the i~Jilitary Depa-rt,nnt having security c ,ni.zance over the facility and rep -esontatives of the contractint.14ilitary Departrent shall have the right to inspect at reasonable intervals the procedures, methods, and facilities utili..ed by the Contractor in coc)lying with the security require..ents under this contract. Should the Governnent, through its authorized repre- sentative, deteriaine that the Contractor has not coriplied with si ch r. egairerients, the Gov(-r.ii.,ent shah inform the Contractor in writing of the proper actions to be taken in ardor to effect coi_ipliance with such requironents. (e) If, subsequent to the date of this contract, the security classifications or requirements ijnder this contract are changed by the Government as provided in this clause and the security costs under this contract are thereby increased or decreased, the con- tract price shall be subject to an equitable adjustrlent by reason of such increased or decreased costs. Any equitable adjusti:iont sual.l be accOuplished in the sine nanner as if such changes were directed un.J r the "ChanL.,es" clause in this contract. (f) The Contractor agrees to insert, in all subcontracts here- under which involve access to classifi,ad security information, pro- visions which shall confori.i substantially to the language of this c1.:;.use, includin- this para.,'_raph (f) but excluding the last sentence of paragraph (e) of this clause. (g) The Contrr-ictor also a ,tees that it shall determine that any subcontractor proposed by it for the furnishing of supplies and services which will involve dodos to classified information in the Contr ctorts custody has boom granted an appropriate facility security clearance, which is still in effect, prior to bein", accorded access to such classified security information= 224, COPYRIGHT (a) The Contractor agrees to and does hereby grant to the Govern- ment, and to its officers, agents and employees acting within the scope of thier official duties., (i) a royalty--free, nonexclusive and irrevocable license to reproduce, translate, publish, use, and dispose of, and to authorize others so to do, all copyriLht- ablle material.', first produced or composed and delivered to the Governi:,ent under this contract by the Contractor, its employees T&1M4 8/22/,56 Approved For Release 2000/04/1 a CIA-RDP81 B00878R001300060016-0 Approved For Rele a 2000/04/18 : CIA-RDP81 BO08WJR001300060016-0 or any i.nd;vidual or ccncern specifically employed or assiEned to originate and prepare such material; and (ii) a l e. nse as afore- said under any and all coryri_,hted or copy -i ht-Jule work not first produced or composed by the Contractor in the performance of this contract Lut wtiicii is incorporated in the _iaterial furnished under this contract, provided that such license shall be only to the extent the ({ontractor now has, or prior to completion or final settlement Of the contract i:iay acquire, the right to Brant such license without becoi-nin_ liable to pay compensation to others solely because of such `:;rant, 25, FILING OF PATENT APPLIC.,TIONS (a) Before filint; or causin,'to, be filed a patent application disclosing any subject matter of this contract, which subject matter is classified 11Scecretll or hi?,her, the Co,itractor shall, citing the thirty (30) day provision below, transmit the pro- posed application to the ContractinL, Officer for determination whether, for reasons of national gecurity, such application should be placed under an order of secrecy or sealed in accord- ance with th'e provisions of 35 U., S. Code 181-.188 or the issuance of a patent s1ioul be otherwise delayed uzider pertinent statutes or retulatiozs; and the Contractor shall observe any instructions of the Contracts nL. Officer with respect to the manner of deli very of the patent application to the U. S. Patent Office for filinL,, but the Contractor shall. not Le denied the right to file such patent application, If the ContractinL, Officer shall not have Liven any su.0h instructions within thirty, (1;r) days from the date of i.ia.ilsn,- or other transmittal of the proposed application, the Contractor i.ity file the application. (L) Thy, Contractor shall furnish to the Contracton Officer, at the ti..-1e of or prior to the tii.,o when the Contractor files or causes to be filed a patent -,-p! cation disclosindd any subject matter of this contract, which subject matter is classified 11Cc nfidontial, 11 a copy of such apt 11 cation for deteruination whether, for ,reasons of natisna1 se urity, such application should be placed under an order of socre.cy or the issuance of a patent should be otherwise delayed under pertinent statutes or reculatiors, (c) In filind any patent appld-cati.un coi,.,i.nd within the scope of this clause, the Contractor shall observe all applicable security regulations-coverinL the transmission of classified subject :iatterQ 26, NOTICE TO TF GC}~i~l;~, 1(' (~lr' T,11ROR DISPUTFILS Whenever the Contractor has knowledge that any actual or potential labor dispute is dolayi or threatens to delay the tii.iely performance of this contract, the Contractor shall iai:iediately Live notice thereof, including, cl1 relevant information with respect thereto, to the Con- tractint; Officer. T& i 8, p ved For Release 2000/04/a~ : CIA-RDP81 B00878R001300060016-0 Approved For Rele 2000/04/18 : CIA-RDP81 B008i7i6R001300060016-0 27, AUT'HORILi 'Ion AIND CO 1S.'{;,1T The C.uver_ oic:.it heroLy # ives its authorization and consent (witia ut prejudice to its rir-tits of i_ndci..a.-i.ficatiLo , -if such ri fhts are providod for in this contract) for -.11 use and ::,cnufacturu, to t:,e porfor.a nc-o of this contract o;r any part hereof or any c-iun.i lent hereto or any suhcontract hereunder (includin any lower-tier su."contr et)', -f ,: ny pc:tento,' invcnticn (i) in tiiu struc- ture ur c:;i:i~a sition of my article the :Iclivery of which is accepted Ly the Ouvormient under this contract, or (ii) utilized in the :.iac inWry, tooois,, or ,:ic;thods t e use of which necessarily results froi, c:a::,p.1i ^ilce by the Contractor or the using, suLc:_,ntractor with (a) specifications or written provisions now or hereafter for,: nt a part of t1 is contract, or (L.) specific written instructions Liven Ly the Contractin, Officer Jirectin the Lo rulor of pcrf?r- iia:zce, The Contr. actor 1 s entire liability to the Cover-7u lent .fur f.otFnt infrinbe.aent shu:Ll Le doterL.,ined solely Ly the provisions cf the in. e nity clans , if any, included in the contract E:nd the Czovernu:ient L4ssu es liaL:Llwi.ty for Lll other infriiiCe:aent to tao extent of the ,uthorizaiion u consent heroinahove Irantedo Allh1 TIOct`; IN CONTR fT The fo]1owi.n` alt rations were x.do in this contract prior to si?.naturo th eroof Ly the parties to this contract: T & M 8/22/56 - 25 - Approved For Release 2000/04/18 : CIA-RDP81 B00878R001300060016-0