INDEX OF GENERAL PROVISIONS

• Document Type: CREST
• Collection: General CIA Records
• 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
• Publication Date: August 22, 1956
• Content Type: LIST

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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 . . .
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. . 2
b , ? . 4
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? e ? ? ? e . ? 4
? & . . a ? i :. ? ? ? . 4 . . ? . . . 5
REGARDING.' PATENT INFRIjUTGEIvENT . ? ? ? 5
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SECRET
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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.
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(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
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y
a
e a
ontractor
s payroll intervals,
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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
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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
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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,
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(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
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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-
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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
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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.
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(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
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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,,
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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
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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) :
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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.
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(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,
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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
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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
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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
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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-
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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
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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
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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
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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
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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.
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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:
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