CERTIFICATE

Document Type: 
Collection: 
Document Number (FOIA) /ESDN (CREST): 
CIA-RDP81B00878R001300200072-1
Release Decision: 
RIPPUB
Original Classification: 
S
Document Page Count: 
45
Document Creation Date: 
December 20, 2016
Document Release Date: 
June 28, 2006
Sequence Number: 
72
Case Number: 
Publication Date: 
August 16, 2000
Content Type: 
CONT
File: 
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PDF icon CIA-RDP81B00878R001300200072-1.pdf3.77 MB
Body: 
Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 I, I am the Clerk as Contractor herein; that who signed this contract on behalf of the Contractor was then Treasurer of said Corporation; that said cone tract was duly signed for and-in behalf of said Corporation by authority of its governing body, and is within the scope of its Cor- porate powers. certify that of the Corporation named (Corporate Seal) SECRET 11 Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 Scm (w TOW f!!i 4 # t i It## 411-t!###!Ir#i i #l JF?;.yii##ta}! t# T PANIT X> 1)# 'AM V r #-# Rt#! f !ti!# f !i#:t i4 # # #!i R! t! f t ft-fi! 4ii#'? #'F!##'! ~r'i 't##!i ##'# #! IFiii-fl.? t #t ?i'4 !'# r-43f t # {! # ! t :! r # # # # t t:4 # Rf # # # t # f # ! #i M+~!#? #i #'i#f-alt 7 w ! 4 # # # i * #i i Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 cations and details of the verk to be perferued are set 'Lit the Contractor's propema March 1S,, 1951 5Prcposal for Construction of Airborne Infrared dearo incorporated hereux by reference having the `"feet as if fully set forth herein.. with the provisions of claw 4 t entitled "ALIiA tin,, she pay the Contractor, as fuU compensation contract, the fixed fee as specified Allowable Cost incurred the Contractor in it Re; .ati s% It being underst4od ty of the forogaing# that the cored as allowable item of cost 1reweder .d by the Contractor when necessary required fo ance of work hersu dert retract soud accepted by the Contructiag Officer tax ' ttract Cost Principles, S n XV, Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 Approved For Release 2007/10/23y CIA-RDP81 B00878RO01300200072-1 (b) Pagiag Of fOVOxt rates for any 1i, the tracer sbl be reimbursed, at the IJag rat" aft forth b .ov SuNoct to s prt * to nt vbm the Mal rates for that period am e Li' , TO PrOVOUt su t4 over or mar t,, the 7lov1.si 1 rattle +'P at the r t Of th*r l 'ty, he rimed, by whal a , either r"'streac t1vt1y or . 25X1 Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 ECIXL 1 October 1936 30 it s 'he toter e prese*taative. Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 0ontrft No. NY-B-5LUD Basis of application IV* of gm, as a 3ated by lp&MgMVh (b) of eJause ea #tie "'fie atia 6) or a Utivet (12) ;ble b 3r the varties b= WW. Approved For Release 2007/10/23: CIA-RDP81 B00878R001300200072-1 PART. - WAIVER OF REQUIREMENTS OF GENERAL PROVISIONS Notwithstanding the requirements of any of the General Provisions of this contract to the contrary, whensoever the Contractor, in per- formance of the work under this contract, shall find that the require- mant.a of any of the clauses of the General Provisions are in conflict with security instructions issued to the Contractor by the Contracting Officer or by his duly authorized representative for security matters, the Contractor shall call the attention of the Contracting Officer to such conflict and the Contracting Officer or his duly authorized repre- sentative for security matters shall (i) modify or rescind such security requirements or (ii) the Contracting Officer shall issue to the Contrac- tor a waiver of compliance with the requirements of the General Provisions conflicting with such security requirements. Any waiver of compliance wl"th the General Provisions of this contract issued by the Contracting Officer shall be in writing, except that the approval by the Contracting Officer of any subcontract issued hereunder by the Contractor shall be ISTANCE REGARDING PATENT I'_`.ly RINGRM NT . , . 16 BUTY'FC Pielur,, LABOR ....... ............... ? ................ 17 co1'r/ S,I7.' LABOR .... .+ ........... ...... .............. ? . ? 17 EIGHT-HO M LATa OF 1912 ................................ 1.7 NoNDISC: r~' NAT?:ON IN aIPLOYNZENT .... ? ? ? . ? . ? ............ 1-$ OT [37IC''..= L5 J NOT TO B ITP F??FIT (... 7. T.. ........................ 19 OoVE.r? 11 T AGAi., 9) CO,1.t'INC??:1V".L O ., ? O ? ? . A n , , .. . . . ... ? ? ? 19 .1VT J. P ,'% :SIGHTS ............................... * . ........ 19 r~ Ys /'F i. *r D CP i' TX . . . .. . . . . . .. . . . . . ... . , + ? ? + , .. ? ? ? e . . . 14 IN atJB.p TiC7Ei-LIA~,YI, ~"i TO ~mi :.ro PERSONS . + ? ............. 28 AND CO SENT . . . ... . . . . . . . . . ? . . . ? ? . ? n ? . . ? 30 F'" >ING OF PAT.E14T APPLICATIO S .......................... 31 1dEEPORTING OF ROYALTIES ................................ 31 RIGHTS 7.1 DATA.-UNLIMITED .. ? .. + ....... . .... . ..... ? .... , 33 MI.LITAL_C SECURITY FE 0TSIRE . ^TTS .... ? .................. ? 34 "4AT,S'H:--'fd-LT,,EY. :"'. s31.?IC ':::NTRACTS k 'TS ........... ? . ? , . , ? + .. 35 f GFATUIrn IES . . . . . . . . . . . . . . . . . .. . . . . . . . . . . ? . . . . . . . .. . . . . . 36 - ,-r 1VTEG'~ Ts.i ti.r_.s'r_R ,.1~ OJ.W:?T31;1.3 ~!Ea , .... - . ? .. ? ......, ... + .. + ... , . 36 DE:-':,AY I]!: DELIVERY OF DATA ............................ 37 32 . SUPERSEDING S:L'LCIFICA'.~!IONS ? .... ? .............. + ... ? ... 37 Sill, ALTERATIONS . ............ 39 Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878R001300200072-1 GENEML PROVIIIONS 1.. DEFINITIONS (ASPR 7-103.1 API 7-403.1) As used throughout this contract, the following terms shall have the meanings set forth below: (a) The term `tSecretary" 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 "his duly authorized representative" means any person or persons or board (o'i;her than the Contracting Officer) authorized to act for the Secretary. (b) The term "Contracting Offi ar`t means the person executing this contract ca behalf of the Goverment, ant any other officer or civilian employee w:io is a properly designated Contracting Offleer; and the term.includeq, except as otherwise provided in thi::3 contract, the authorized representative of a Contracting Officer a?:ting within the li its of his authority. (c) Except as otherwise provided in this contract, the term subcontracts" includes purchase orders under this contract.. (d) (A.FPI 7-303.1) The term "contract wnAh" means all work to be performed under this contract including any studies covering fundamental, theoretical, or experimental investigations; any extension of the inver;tigativo find1.ngs and theor ioe of a seie ,?tific or technical natu.a into practical apps cation; nny tangible items, here0r-:ftor referred to as tI upclies," furx.? shed to '??e Gover?mnent; ease:,, any reports, data, computations, p? ane, d.:? , a?rgs, and specifications with respect to any of the f,-,rc;4?,?^. ing. 2. MAN NS (AFPi 7-403-2) The Contrac',ing Officer may at any time by a written order, make chin ;es in or additions to the drawings and specifications, issue addi- tion%.l instructions, require additional work within the general scope of the contract, or change the place of delivery, method of shipment, or the amount of Government-Furnished property. If any such change causes an increase or decrease in the estimated cost of, or the time required for performance of this contract, or otherwise affects any (CPFF Aug. 20, 157) Approved For Release 2007/10/23: CIA-RDP81 B00878R001300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 extent that the estimated cost set forth in the Schedule has been increased, any cost incurred by the Contractor in excess of such estimated cost prior to the increase in estimated cost shall be niLowable to the same extent as if such costs had been incurred after such increase in estimated cost, ALLOWABLE COST, FIXED FEE, MID PAYLENT (ASPR 7-203.4 AFPI 7403,4) (a) For the performance of this contract, the Government shall pay to the Contractor the cost there f-determined by the Contracting Officer to be allowable in accordance with.Part2 of Section XV of the Armed Servf,oes Procurement Regulation as in effect on the date of this contract and the Schedule (herein&'ter referred tb as "A1loww_ able Cost"), plus such fixed fee, if any, as may be provided for in the Schedule. .(b) Cnce each month (,or at more frequent intervals, if approved by th. Contracting C:fficer) the Contractor may submit to an authorized representative of the Contracting Officer, in such form and reasonable detail as such representative may require, an invoice or public voucher supported by a statement of cost incurred by the Contractor in the performance of this contract and claimed to constitute Allowable Cost. Each statement of cost shall be certified by an officer or other responsible official of the Contractor authorized by it to certify such statement. (c) As promptly as may be practicable after receipt of each invoice.or voucher and statement of cost, the Government shall, except as hereinafter provided and subject to the provisions of paragraph (d) below, make payment thereon as approved by the Contracting Officer,. Aftor payment of eighty-five percent (85%) of the fixed fee set forth in the Schedule, as from time to time amended, further payment on account of the fixed fee shall be withheld until a reserve of either (i) fifteen percent (15) of the total fixed fee or (ii) P"100,000, whichever amount is less', shall have been set aside, such reserve or the balance thereof to be retained until the execution and delivery of a release by the Contractor as provided in paragraph (e) hereof, (d) At any time or times prior to final payment under this contract the Contracting Cfficer may cause to be made such audit of the invoices or vouchers and statements of cost as shall be deemed necessary. Each payment theretofore made shall be subject to reduction to the extent of amounts included in the related invoice or voucher and statement of cost which are found by the Contracting Officer, Qn the basis of such audit not to constitute Allowable Cost, and shall also be subject to reduction for (CPFF Aug. 20, 157) Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 overpayment or to increase for under payments on preceding invoices or vouchers. On receipt of the voucher or invoice designated by the Contractor as the "completion voucher" or "completion invoice" and c.ateaent of cost, which shall be submitted by the Contractor as promptly as maybe practicable following completion of the work under this contract but in no event later than one (1) year (or such longer period as the Contracting Officer may, in his discretion, approve in writing) from the date of such.coipletion, and following compliance by the Contractor with all provisions of this contract (including, without limitation, provisiiono;relating to patents and the provisions of paragraphs (e) and (f) of this clause), the Government; shall as pro.iptly as may be practicable pay any balance of Allowable Cost, (e) The Contractor and each assignee under an assignment entered into under this contract and in effect at the time of final payment under this contract shall execute and deliver at the time of and as a condition precedent to final payment under this contract, a relense discharging the Government, its officers, agents and employees of and from all liabilities, obligations and claims arising out of or under this contract, subject only to the following exceptions: (1) Specified claims in stated amounts or in estimated amounts where the amounts are not susceptible of exact statene t by the Contractor, (2) Claims, together with reasonable expenses inciden- tal thereto, based upon the liabilities of the Contractor to third parties arising out of the per- formanc of the contract, which are not known to the Contractor on the date of the execution of the releaser and of which the Contractor gives notice in writing to the Contracting Officer not more than six (6);years after the date of the release or the date ofany notice to the Contractor that the Government is prepared to make final payment, which- ever is earlier. (3) Claims for reimbursement of costs (other than expenses of the Contractor by reason of its indem- nification of the Government against patent liabil- ity), including reasonable expenses incidental thereto, inc,rad by the Contractor under the provisions of the contract relating to patents.. (f.) The Contractor agrees that any refunds, rebates or credits (including any interest thereon) accruing to or received by the -4- (CPFF Ai Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 I've Contractor or any assignee which arise out of the performance of this contract and on account of which the Contractor has received reimbursement shall be paid by the Contractor to the Government. The Contractor and etch assignee under an essigzmient entered Into under this contract and in efect at the time of final payment under this contract shall execute and deliver at the time of and as a condition precedent to final pay- ment under this contract, a:n assignment to thej Government of refunds, rebates or credits (including any interest thereon) arising out of the performance of this contract, in form and substance satisfactory to the Contracting Officer. Reasonable expenses incurred by the Contractor for the purpose of securing ary such refunds, rebates or credits shall constitute A lowable Cost when approved by the Contracting Officer. (g) Any cost incurred by the Contractor under the terms of this contract which would constitute Allowable Cost under the provisions of this clause shall be incliuded in detetnining the amount payable.under this contract,, notwi.thstandi:ng any provisions contained in the specifi-- cations or other documents incorporated in this contract by reference, designating services to be performed or materials to be furnished by the Contractor at its expense or without cost to the Government. (h) Payment of the fixed fee shall be made to the Contractor as provided in the Schedule subject, however=, to the withholding provi- sions of paragraph (c) hereof. INSPECTION AND CORRECTION OF DEFECTS (AFPI V-403.5) (a) All work under this contract shall be subject to inspection and test by the Government, to the extent practicable at all reasonable times and places including the period of performance, and in any event prior to final acceptance. The Contractor shall provide and maintain ..' an inspection system acceptable to the Government covering the work hereunder, The Government, through any authorized representative, may inspect the plant or plants of the Contractor or of any of its subcon- tractors engaged in the performance of this contract. If any inspection or test is made by the Covernment on the premise of the Contractor or a subcontractor, the Contractor shall provide and shall require subcontractors to provide all reasonable facilities and assistance for the safety and convenience of the Government inspectors in the performance of their duties. All inspections and tests by the Government shall be performed in such a manner as will not Unduly delay the work. Final inspection and acceptance by the Government shall be made as promptly as practicable after delivery. The time and place of delivery, final inspection, and acceptance shall be as set forth in the schedule. (b) The Contractor warrants that the services rendered in the performance of this contract will conform to the requirements of this contract and to high professional standards in the field and that any article delivered to the Government under this contract will conform -5- (CFFF Aug Approved ~For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 to the requirements of this contract and will not, be:'defe ytive in material or workmanship. (c) At any time during performance of this contract, but not later r, 7 :n Nix. (6; months (or such other- par3.od--ae-may be provided in the ~+~nnr~17j q a r+..n r fi nnl... aooo rcance, the Government msy- require the Contractor to remedy by correction or replacement as directed by the Contracting Officer; any failure by the! contractor to comply with its obligations under paragraph (b) hereof. ,xcept as otherwise provided in of, the cost of any such replacement or correction shallabeg included inre "Allowable Cost" determined as provided in the clause of this contract entitled ','Allowable Cost, Fixed Fee and Panrment," but no additional fee shall be parable with rospect thereto. Corrected articles shall not be tendered again for acccptanee unless the former tender and the require- ment of correction is disclosed. If the contractor fails to proceed with reasonable promptness to perform ;,ucl1 replacement or correction, the Government (i) may by contract or otherwise perform such replacement or correction and charge to the Contre,;tor any increased cost occasioned the Government thereby-, or :may redu. e any fixed fee payable under this contract (o.? reau:i._re repayment of any fixed fee theretofore paid) in such amount; as may be equitable under the circumstances; or (ii) in the case of articles not delivered, may require the delivery of such articles and shall have the right to reduce any fixed fee payable under this contract (or to require repayment of any fixed fee theretofore paid) in such amount as may be equitable under the circumstances; or (iii) may terminate this contract for default as provided in the clause of this contract entitled "Termination." Failure to agree on the amount of any such increased cost to be charged to the Contractor or to such reduction in, or repayment of, the fixed fee shall be a dispute concerning a question of fact within the i.iewing of the clause of this contract entitled 'oDi cp~ate g ~~ , (d) Notwithstanding the provisions of paragraph (c) hereof, the Government may at any time require the contractor to remedy by correction or :,:replacement, without cost to the Government, any failure by the Contractor to comply with its obligations under paragraph (b) hereof, if such failure is due to fraud, lack of good faith, or willful mis- conduct on the part of any of the contractorts directors or officers, or on the part of any of its managers, superintendents, or other equivalent representatives, who have supervision or direction of (i) all or substantially all of the Con.tractor2s business; or (ii) all or substan- tially all of the Contractorts operations at any one plant or separate location in which this contract is being performed; or (iii) a separate and complete major industrial operation in connection with the perform- ance on this contract. Fraud, lack of good faith, or willful misconduct on the part of any of such supervisory personnel shall be deemed to include the selection of individual employees or the retention of employees after any of such supervisory personnel has reason to believe that such employees are habitually careless or otherwise, unqualified . (CPFF Aug- 2f_ 11;71 Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878R001300200072-1 INOWW 140e (e) Corrected articles tendered as replacements shall be subject to the provisions of this clause in the same mariner and to the same extent as supplies originally delivered under tk4 contract. (r) The Contractor shall make its records of all inspection work available to the Goveri.mer.Lt during the performance of this contract and for such longer periods as may be specified in this contract. (g) Except as provided in this clause and as may be provided in the Schedule,,the Contractor shall have no obligation or liability to correct or replace supplies or lots of supplies which at the time of delivery are defective in materials or workmanship or otherwise not in conformity with the requirements of this contracts 6. ASSIGNMG T OF CLAIMS (A 7PR 7-103.8 _A011-403.6) (a) Pursuant to the provisions Ofe Assignment of Claims Act of 1940 as amended (31 U.S. Code 203, 40 U.S. Code 15), if this contract provides For payments aggregating $1,000 or more, claims for moneys due or to become due the Contactor from the Government under this contract may be assigned to a bank, trust company, or other financing institution, including any Federal Lending agency, and may thereafter be further assigned and reassigned to any such institution. Any such assignment or reass:x,riment 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 uch assi:rment or reassignment may be made to one party as agent or trustee for two or more parties participating in such financing. Not- withst !,-i',din,g any provision of this contract, payments to an assignee of :.:ay moneys due 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 Becket:, "Secret", or "Confilential", be furnished to any assignee of any claim arising under this contract or to any thcr person no t' er t.i -L d to receive the same; provided, that a copy of any part or all of this contract so marked may be punished, or any i'_nformation contained therein may be disclosed, to such assignee upon tho prior written authorization of the Contracting Officer. REO'DRDS (AsPR 7-203.7 AF''I 7-x+03.7) (a)(l) The Contractor agrees to maintain books, records, documents and other evidence pertaining to the costs and expenses of this contract (hereinafter collectively called the "records") to the extent and in such detail ne will properly reflect all net costs, direct and indirect of labor, materials, equipment, supplies and services, and other costs (CPFF Aug. 20, 1 57) - 7 Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 W and expenses of whatever nature-for, which reimbursement is claimed under the provisions of thin-contract. The Contractor's accounting procedures and practices. shall be subject to the approval of the Contracting Officer;. __ 1ded, however, that no pAterial change will be required to be made tae Contractor's accounti'ng procedures and. practices if they conform ~.o generally accepted accounting practices and if the costs properly applicable to this contract are readily ascertainable therefrom. (2) The Contractor agrees to make available at the office of the Contractor at all reasonable times during the period set forth in sub- paragraph (4) below any of the records for Inspection, audit or repro- duction by an authorized 'representative of the Department. (3) In the event the: Contracting Officer 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, with the reimbursement voucher co.eying such charges or as may be otherwise spe.-ified within two years after reimbursement of charges covered by any such voucher, to such representative as may be designated for that purpose through the Contracting Officer such documentary evidence in support of transportation costs as may be required by the Contracting Officer or any of his duly authorized representatives. (4) Except for documentary evidence delivered to the Government pursuant to subparagraph (3) above, the Contractor shall preserve and make available its records for a period of six years (unless a longer period of time is provided by applicable statute) from the date of the voucher or invoice submitted by the Contractor after the completion of the work under the contract and designated by the Contractor as the "comppletion voucher's or "completion invoice't or, in the event this con- tract has been completely terminated, from the date of the termination settlement agreement; provided, however, the records which relate to (A) appeals under the clause of this contract entitled "Disputes, " (B) litigation or the settlement of claims arising out of the performance of this contract, or (C) costs or expenses of the contract as to which exception has been taken by the Contracting Officer or any of his duly authorized representatives, shall be retained by the Contractor until such appeals, litigation, claims, or exceptions have been disposed of, but in no event for less than the six-year period mentioned above. (5) Except for documentary evidence delivered pursuant to sub- paragraph (3) above, and the records described in the proviso of sub- paragraph (4) above, the Contractor may in fulfillment of its obligation to retain its records as required by this clause substitute photographs, microphotographs or other authentic reproductions of such records, after the expiration of two years following the last day of the month of reimbursement to the Contractor of the invoice or voucher -8- (CPFF Auer. 20_ X57) Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 to which such records relate, unless a shorter period1.s _authoriized by the Coutracting Officer -with 'tthe concurrence of the Comptrol ex., #-tom n, Government ei:ncy or his authorized representatives. 'she provisions of this paragraph (a), including this sub- .^ .~ taph (o), shall be applicable to and included in each subcontract hereunder which is on a cost, cost-plus-e:-fixed-fee, time-and-material or labor-hour basis. (b) The Contractor further agrees to include in each of his sub- cont'acts hereunder, other than those set forth in subparagraph (a) (6) :t'ove, a, provision to the effect that the subcontractor agrees that the Contracting Officer or any of his duly authorized representatives, v ial , until the expiration of three years after final payment under the si:.bcon tract, have access to and the right to examine any directly pertinent books, documents? papers, and records of such subcontractor involving transactions related to the subcontract. The term "sub- con-t,'e.ct," as used in this paragraph (b) only excludes (i) purchase order-o not exceeding $1,000 and (ii) subcontracts or purchase orders for public utility services at rates established for uniform applicability to the general public. SUBCONTPACTS (ASPR 7-203.8 AFPI 7-403.8) (a) The Contractor shall give advance notification to the Con- tracting officer of any proposed subcontract hereunder which (i) is on a cost or cost-plus-a-fixed-fee basis, or (ii) is on a fixed-price basis exceeding in dollar. amount either $25,000 or five percent (5%) of the total estimated cost of this contract. (b) The Contractor shall not, without the prior written consent of t`h~,, Contracting Officer., place any subcontract which (i) is on a cost or cost-plus-a-fixed-fee basis, or (ii) is on a fixed-price basis exceeding in dollar amount either $25,000 or five percent (5%) of tho total estimated cost of this contract, or (iii) provides for the fabrication, purchase, rental, installation or other acquisition, of any item of industrial facilities, or of special tooling having a value in excess of $1,000, or (iv) is on a time-and-material or labor-hour .basis, or (v) involves resoarch and development work. The Contracting Officer may, in his discretion, ratify in writing any such subcontract; such action shall constitutes the consent of the Contracting Officer as required by this paragraph (b), (c) The Contractor agrees that no subcontract placed under this contract shall provide for payment on a cost-plus-a--percentage-of- cost basis. - 9_ (CFr'F Appronn Ir"N ved For Release 2007/10/23: CIA-RDP81 B00878RO01 300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 1W Nwar (d) The Contracting Officer may, in his discretion, specifically approve in writing any of the provisions of a subcontract. However, suc:1 approval or the consent of the Contracting Officer obtained as :r~~qu~:red by this c1au.se shall not be construed to constitute a deter- =a ion of the allowability of any cost under this contract, unless uca approval specifically provides that it constitutes a determina- tion of the allowability of such cost. (e) The Contractor shall give the Contracting Officer immediate notice in writing of any action or suit filed, and prompt notice of any claim made against the Contractor by any subcontractor or vendor whi.w~, in ,he opinion of the Contractor, may result in litigations rebated in any way to this contract with respect to which the Con- trac`.or may be entitled to reimbursement from the Government. (f) (AFPI -- 7-203?8,) The Oontrs,cting Officer may approve all or part of the Contractor's purchasing system and from time to time rescind or reinstate such approval. Such approval shall be.deemed to .ulfil the requirements for obtaining the Contracting Officerts corscnt to subcontracts as prescribed in paragraph (b) above. UTILIZATION OF SMALL BUSINESS CONCERNS (ASPR 7-104.14 Am 7-403-9) (a) it is the policy of the Government as declared by the Con- gress to bring about the greatest utilization of small business con- cerns which is consistent with efficient production. (b) The Contractor agrees to'accomplish the maximum amount of subcontracting to small business concerns that the Contractor finds to be consistent with the efficient performance of this contract. TER1iINATION (ASPR 8-702 AFPI 7-403.10) (a) The performance of work under the contract may be terminated by the Government in accordance with this clause in whole, or from time to time in part, (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 to make progress in the prosecution of the work hereunder as endangers such performance), and shall fail to cure such default within a period of ten days (or such longer periods as the Contracting Officer may allow) after receipt from the Contracting Officer of a notice specifying the default, or (2) when- ever for any reason the Contracting Officer shall determine that such termination is in the best interest of the Government. Any such termination shall be effected by delivery to the Contractor of a Notice of Termination specifying whether termination is for the default of the Contractor or for the convenience of the Government, the extent to which performance of work under the contract is terminated, and the date upon which such termination becomes effective. If after notice of termination of this contract for default under (1) above, it is (CPFF Aua- 2n_ t e; 7) Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 . Approved For Release 2007/10/23: CIA-RDP81 B00878R001300200072-1 determined that the Contractorta 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 relating to excusable delays, the Notice of Termination shall be deemed to have been issued under (2) above, and the rights and obligations of the parties hereto shall in such event be governed accordingly. (b) After receipt of a Notice of Termination and except as other- wise directed by the Contracting officer, the Contractor shall (1) stop work under the contract on the date and to the extent specified in the Notice of Teri .nation; (2) place no further orders or subcontracts for m Uerial..s, services, or facilities except as may be necessary for com- pletion of such portion of the work under the contract as is not ter- minated; (3) terminate all orders and subcontracts to the extent that they relate to the performance of work terminated by the Notice of Termination; (4) assign to the Government, in the manner and to the extent directed by the Contracting Officer, all of the right, title, anc' .interest of the Contractor under the orders or subcontracts so terminated, in which case the Government shall have the right, in its discretion, to settle or pay any or all claims arising out of the ter- mination of such orders and subcontracts; (5) with the approval or ratification of the Contracting officer, to the extent he may require, which approval or ratification shall be final and conclusive for all purposes of this clause, settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts the cost of which would be reimbursa ie, in whole or in part, in accord- ance with the provisions of this ?=ntract; (6) transfer title (to the extent that title has not already been transferred) and, in the manner, to the extent9 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 te=inated by the Notice of Termination, (ii) the completed or partially completed plans, dra.w,-ings, information, and other property which, if the contract had been completed, would be required to be furnished to the Government., and (iii) the jigs, dies., and fixtures, and other special tools and tool- ing acquired or manui'act*ared for the performance of this contract for the cost of which the Contractor has been or will be reimbursed under this contract; (7) use its best efforts to sell in the manner, at the times to the extent, and at the price or prices directed or authorized by the Contracting Officer, any property of the types referred to in provision (6) of this paragraph, provided, however, that the Contractor (i) shall not be required to extend credit to any purchaser, and (ii) may acquire any such property under the conditions prescribed by and at a price or prices approved by the Contracting Officer; and provided further that the proceeds of any such transfer or disposition shall be applied in reduction of any payxents to be made by the Government to the (CPFF Aug. 20. f57) Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878R001300200072-1 V#AW V Contractor under this contract or shall otherwise be credited to the price or cost of the work covered by this contract or paid in such other manner as the Contracting Officer may direct; (8) complete performance of such part of the work as shall not have been terminated by the Notice of Termina- tion; and (9) take such action as may be necessary, or as the Contracting 0fi?icer 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 Con- tractor shall proceed imnedi,ately with the osrformance of the above obligations notwithstanding any delay in determining or adjust.ng the amount of the fixed-feej or any item or reimbursable cost under this clause. At any time after expiration of the plant clearance period, as defined in Section VIII, A med Services procurement Regulation, as it may be amended from time to time the Contractor may submit to the Contract?- i.ng Officer a list, certified as to quantity and quality, of any or all items of termination inventory not previously disposed of, exclusive of items the disposition of which has been directed or authorized by the Contracting Officer, and may request the Government to remove such ite- := or enter into a storage agreement covering them. Not later than fifteen (15) days thereafter, the Government will accept title to such items and remove them or enter into a storage agreement covering the same, provided that the list submitted shall be subject to verification by the Contracting Officer upon removal of the items, or if the items are stored, within forty-five (45) days from the date of submission of the list, and any necessary to correct the list as submitted shall be made 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 and with the certification prescribed by the Contracting Officer. Such claims shall be submitted promptly but in no event later than two years from the effective date of termination, unless one or more extensions in writing are granted by the Contracting Officer upon request of the Con- tractor made in writing within such two-year period or authorized exten- sion thereof. However, if the Contracting Officer determines that the facts justify such action,, he may receive and act upon any such term.inat.ou claim at any time after such two-year period or any extension thereof. Upon failure of the Contractor to submit its termination claim within the time allowed, the Contracting Officer may determine, on the basis of information available to him., the amount, if any, due to the Contrac- tor by reason of the termination and shall thereupon pay to the Contrac- tor the amount so determined. (d) Subject to the provisions of paragraph (c), the Contractor and the Contracting Officer may agree upon the whole or any part of the amount or amounts to be paid (including an allowance for the fixed-fee) to the Contractor by reason of the total or partial termination of work pursuant to this clause. The contract shall be amended accordingly, and the Contractor shall be paid the agreed amount. - 12- (CPFF Aug. 20. 157) Approved For Release 2007/10/23: CIA-RDP81 B00878R001300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878R001300200072-1 4 (e) In the event of, the failure of the Contractor and the Contract- ing Office. to agree in whole or in part p as provided in paragraph (d) above, as to the amounts with respect to costs and fixed-fee, or as to the amount of the fixed emcee, to be paid to the Contractor in connection Twit -h the ? rmi atioA of. work pursuant to this clause, the Contracting Officer shall determine, on the basis of information available to him, the amount, if any, due to the Contractor by reason of the termination and shall pay to the Contractor the amoixit determined as follows: (1) If the settlement includes cost and fixed-fee (i) There shall be included therein all costs and expenses re .mi ursab?.e in accordance ',with this contract, not previously paid to the Contractor for the performance of this contract prior to the effective date of the Notice of Termination, and such of these costs as may continue for a reasonable time thereafter with the approval of or as directed by the Contracting Officer, provided, however, that the Contractor shall proceed as rapidly as practicable to discontinue costs. (ii) There shall be included therein so far as not included under (i) above, the cost of settling and paying claims arising out of the termination of work under subcontracts or orders, as provided in paragraph (b)(5) above, which are properly chargeable to the terminated portion of the contract, (iii) There shall be included therein the reasonable costs of settlement, including accounting, legal, clerical, and other expenses reasonably necessary for the preparation of settlement claims and ct tr f th e con a supporting data with respect to the terminated portion o and for the termination and settlement of subcontracts thereunder, to- gether with reasonable storage, transportation, and other costs incurred in connection with the protection or disposition of termination inventory; provided, however, that if the termination is for default of the Con- tractor there shall not be included any amounts for the preparation of the Contractor's settlement proposal. (iv) There shall be included therein a portion of the fixed- fee payable under the contract determined as follows: (A) In the event of the termination of this contract for the convenience of the Government and not for the default of the Contractor, there shall be paid a percentage of the fee equivalent to the percentage of the completion of work contemplated by the contract, less fixed-fee payments previously made hereunder. (CPFF Auu. 20. '57) Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878R001300200072-1 `.r (B) In the event of the termination of this contract for the default of the Contractor, the total fixed-fee payable shall be such proportionate part of the fee (or, if this contract calls for articles of different types, of such part of the fee as is reasonably allocable to the type of articles under consideration) as the total number of articles delivered to and accepted by the Government bears to the total number of articles of a like kind called for by this contract. If the amount determined under this paragraph is less than the total pa msnt of fixed-fee theretofore made to the Contractor, the Contractor shall repay to the Government the excess amount. (2) If the settlement includes only the fixed-fee, the v,wo--_-4 t thereof will be determined in accordance with subparagraph (e) -'-) (iv) above. (f) The Contractor shall have the right of appeal, under the clau::w of this contract entitled "Disputes", from any determination made the Contracting Officer under paragraph: (c) or (e) above, except that "_' the Contractor has failed. to submit its claim within the time provided in paragraph (c) above and has failed to request extension of such time, he shall have no such right of appeal. In any case where the Contracting Officer has made a determination of the amount due :rider pararaph (c) or (e) above, the Government shall pay to the Contractor the following. 4'1) if there is no right of appeal hereunder or If no t3 mss y appeal has been taken, the amount so determined by the C ntracting Officor, or (ii) if an-appeal has been taken, the amount finally determined on such appeal.. (g) In arriving at the amount due the Contractor under this clause there shall be deducted. (1) all unl.i(Taidated advance or other unliqu:dated payments theretoforemade to the Contractor, (2) any claim which the Government may have against the Contractor in connection with this contract, and (3) the agreed price for, or the nroceeds of sale of, any materials, supplies, or other things acquired by the Contractor or sold pursuant to the provisions of this clause and not otherwise recovered by or credited to the Government, (h) In the event of a partial termination, the portion of the fixed-fee which is payable with respect to the work under the continued portion of the contract shall be equitably adjusted by agreement between the Contractor and the Contracting Officer, and such adjustment shall be evidenced by an amendment to this contract. (i) The Government may from time to time, under such terms and conditions as it may prescribe, cake 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 _ l..4 - (CPFF A?? Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878R001300200072-1 NW 1WMV1 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 emow t finally determined to be due under this clause, such excess shall be payable by the Contractor to the Government upon demand, together with interest computed at the is of fived 6% per annum, for the period from the date such excess payment by the Contractor to the date on which. such excess is repaid to the Govern- ment; provided however., that no interest shall be charged with respect to any such excess payment attributable to a reduction in the Contractor's claim by reason of retention or other disposition of termination inventory until ten days after the date of such retention or disposition. (j) The provisions of this cleuoc relating to the fixed-fee shall be inapplicable if this contract dose,'not pr dde for payment of a fixed- fee. (k) Unless otherwise provided for in this contract, or by applicable statute, the Contractor from the effective date of termination and for a period of six years after final settlement under this contract, shall preserve and make available to the Government at all reasonable times at the office of the Contractor, but without direct charge to the Govern- ment, all its books, records, documents, aid other evidence bearing on the cot and expenaes of the Contractor under this contract and relating to the work terminated hereunder, or, to the extent a .proved by the Contracting Officer, photographs, micro-photographs, or other authentic reproductions ther, eof. EXCfJSABt.E DELAYS (ASPR. 7-203.11 AIM 7-303,10) (a) 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 L;,,-ch performance) if such failure arises out of causes beyond the control and without the fault or negligence of the ContLae'.:)r. Such causes include, but are not restricted to: acts of God or of the public enemy; acts of the Government; fires; floods, epidemics; quarantine restrictions; strikes; freight embargoes, unusually severe weather and failure of subcontractors to perform or make progress due to such causes, unless the Contracting Officer shall have determined that the supplies or services to'be furnished under the subcontract were obtainable from ocher sources and shall have ordered the Contractor in "rs _,ting to pro-ure such services or supplies from such other sources, and the Contractor shall have failed reasonably to comply with such order. Upon request of the Contractor, the 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 - 15 - (CPFF Aug. 20, '57) Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 under the clause hereof entitled "Termination". (b) If the Contractor becomes unable to complete the contract work and make delivery at the time specified in the Schedule because of technical difficulties, notwithstanding the exercise of good faith and diligent efforts in the performance of the work called for hereunder, it may give the Contracting Officer written notice of the anticipated default with reasons therefor. Such notice and reasons shall be delivered not less than forty-five (145) days before the completion date specified in the Schedule or within such time as the. Contracting Officer deems sufficient. If such notice is duly given, then to the extent the interest of the Goverment makes an: extension desirable the Contracting Officer may, in his discretion, extend the period of time specified in the Schedule for such period as he'deems advisable, ani this contract shall then be modified in writing accordingly. 12. DISPUTES (ASPR 7-103.:L2 AFPI 7-403.12) Except as otherwise provided, in this contract, any dispute con- cerning a question of fact arisig under this contract which is not disposed of by agreement shall bt decided by the Contracting Officer, who shall reduce his decision to! writing and mail or otherwise furnish a copy thereof to the Contractor. Within 30 days from the date of receipt of such ropy, the Contractor may appeal by railing or other- wise furnishing to the C:ontractLng Officer a written appeal addressed to the Secretary, and the decision of the Secretary or his duly au- .-,c~,..,ed representative for the' hearing of such appeals shall, unless determined by a court of competent jurisdiction to hare been fraudulent or +; a j-.:Jiciou,3 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 appearl is taken, the decision of the Contracting Of=ficer shall b:~ final and ?onclusivd, in connection with any appeal proceeding unde-? this clause, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the performance of the contract and in accordance with the Contracting Officer's decision. 13. NOTICE AND ASSISTANCE REGARDING PATENT INTRING24ENT (ASPS 9-104 AFPI 7-4o4.13) The provisions of this clause shall be applicable only if the amount of this contract is in excess of $5,000- (a) The Contractor shall report to the Contracting officer, promptly and in reasonable written detail, each notice or claim of patent infringe- ment based on the performance of this contract of which the Contractor has knowledge. 16 (CPFF Aug. 20, `57) Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878R001300200072-1 (b) In -the event cif-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, all evidence and information in possession of the Contractor pertaining to such litigation. Such evidence and information shall be furnished at the expense of the Government except in those cases in which the Contractor has agreed to indemnify the Government against the claim being asserted. 14. BUY VERICA9 ACT (ASPR 7-103.14 AFPI 7-403.14) The Contractor agrees that there will be delivered under this contract only such unmanufactured articles, materials and supplies (which term "article, materials, and sup lies" is hereinafter referred to in this clause as "supplies") as have been mined or produced in the United States, and only such manufactured supplies ao have been manufactured in the United States substantially all fr :a supplies mined, produced, or manufactured, as the case may beg in the United States. Pursuant to the Buy American Act (41 U.S. Code lOa-d), the foregoing provisjpn shall not apply (I) with re- spect to supplies excepted by the Secretary from the application of that Act, (ii) with respect to supplies for use outside the United States, or (iii) with respect to the supplies to be delivered under this contract which are of a class or kind determined by the Secre- tary or his duly authorized representative not to be mined, produced, or manufactured, as the case may be, in the United States in sufficient and reasonably available commerical 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 authorized representative not to be mined, produced, or manufactured, as the case may be, in the United States in sufficient and reasonably available commerical quantities and of a satisfactory quality: Provided, That this exception (iv) shall not permit delivery of supplies manufactured outside the United States if such supplies are manufactured in the United States in sufficient and reasonably available commerical quantities and of a satisfactory quality. 15. COMICT LABOR (ASPR 12-203 AFPI 7--403.15) 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. 16. EIGHT-HOUR LAW OF 1912 (ASPR 12-303.1 AFPI 7-403.16) This contract, to the exctent that it is of a character specified in the Eight-Hour Law of 1912 as amended (40 U.S. Code 324-326) and (CPFF Aug. 20. '57) Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 1%W Naor is not covered by the W'aish-Healey Public Contracts Act (41 U.S. Code 35--45). is subject, to the following provisions and exceptions of said Eight-Hour Law of 1912 as amended, and to all other provisions and exceptions of said I,aw: No laborer or mechanic doing any pant of the work contem- plated by this contract, in tbl . employ of the Contractor or any sub- contractor contracting for any, part of the said work, shall be re- quired or permitted to work more than eight hours in any one calen- dar day upon such work, except upon the condition that compensation is paid to such laborer or mechanic in accordance with the provi- stons of this clause. The wages of every such laborer and mechaxki,c employed by the Contractor or any subcontractor engaged in the performance of this contract shall be computed on a basic day rate o; e8,ght ?- a per day; and work in excess of eight hours per day is permitted only upon the condition that every such laborer and chanic shall be compensated for all hours worked in excess of o?.ht hours per day at not less than one and one-half times the .sic rate of pay. For each 4olation of the requirements of this clause a penalty of five dollars shall be imposed upon the Con- tractor for each such "Laborer or mechanic for every calendar day in which such employee is required or permitted to labor more than eight hours upon said work without receiving compensation computed in accordance with this clause; and all penalties thus imposed shall be withheld for the use and benefit of the Govern- ment. 17. NONDISCRI?NATION IN EMPLUNENT (ASPR .12-802 AFPI 7-403.17) (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 to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination;; rates of pay or other forms of compensation; and selection for training, including apprenticeship, The Contract- or agrees to post hereafter in conspicuous places, available for employees and applicants for employment, notices to be provided by the Contracting Officer setting forth the provisions of the non- discrimination clause? (b) The Contractor further agrees to insert the foregoing pro- vision in all subcontracts hereunder, except subcontracts for stendard commerical supplies or raw materials. -18- O rn~ (C Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 . Approved For Release 2007/10/23: CIA-RDP81 B00878R001300200072-1 18. OFFICIALS NUT TO BENEFIT (ACPR 7-103.19 AFPI 7-403,18) No member of or delegate to Congress, or resident commissioner, shall be addmitted to eny share or part of this contract, or to any benefit that may arise therefrom; but this provision shall not be construed to extend to this contract if made with a corporation for its general benefit. 194 COVENANT AGAINST CONTINGENT FEES (ASPR 7-103.20 AFPI 7-403,19) The Contractor warrants that no person or selling agency has boen employed or retained to solicit or secure this contract upon au agreement or understanding for a commission, per. centage, broker- age, or contingent fee, excepting bona fide employees or bona fide established commerical or selling agencies maintained by the Con- tractor for the purpose of securing business. For breach or viola- tion of this warranty the Government shall have the right to annul thii`, contract without liability or in its discretion to deduct from the contract price or consideration the full amount of such commis- sion, percentage, brokerage or contingent fee. 20. PATENT RIGHTS (ASPR 9-107 AFPI 7.-403.20) (a) As used in this clause, the following terms shall have the meanings set forth below: (i) The term "Subject Invention" means any invention, gym- provemsnt or discovery (whether or not patentable) conceived or first actually reduced to practice either (A) in the performance of the experimental, developmental, or research work called for or required under this contract, or (B) in the performance of any experimental, developmental, or research work relating to the subject matter of this contract which was done upon an understanding in writing that a contract would be awarded; provided that the term "Subject Invention" shall not include any invention which is specifically identified and listed in the Schedule for the purpose of excluding it from the license granted by this clause, (ii) The term "Technical Personnel" means any person employed by or working under contract with the Contractor (other than a subcontractor whose responsibilities with respect to rights accruing to the Government in inventions arising under subcontracts are set forth in paragraphs (g), (h), and (i) of this clause) who, by reason of the nature of his duties in connection with the performance of this contract, would reasonably be expected to make inventions. (iii) The terms "subcontract" and "subcontractor" mean any suhcontract or subcontracto of the Contractor, and any lower-tier - 19 - (CPFF Aug. 20, 157) Approved For Release 2007/10/23: CIA-RDP81 B00878R001300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878R001300200072-1 14000 Aft.w subcontract or subcontractor under this contract. (b)(l) The Contractor agrees to and does hereby grant to the Government an irrevocable, nonexclusive, nontransferable, and royalty- free license to practice, and cause tp be practiced by or for the United States Government throughout the world, each Subject invention in the manufacture, use and disposition according to law, of any article or material, and in the use of any method. Nkiltcense granted herein shall convey any right to the Government to manufacture, have manufactured, or use any Subject Invention for the purpose of providing services or supa,lies to the general public in co rpetition with the Contractor or the Contractor's commerical licensees in the licensed fields. (2) With respect to: (i) any Subject Invention made by other than Technical (ii) any subject invention conceived prior to, but first actually reduced to practice in the course of, and of the experimental, developmental, or research work specified in (a) (i) above; and (iii.) the practice of any Subject Invention in foreign cou`ztries, the obligation of the Contractor to grant a license as provided in (b)(1) above, to convey title as provided in (d)(ii)(B) or VAiv) below, and to convey foreign rights as provided. in (e) below, shall be limited to the extent of the Contractoras right to gre?rt: the sa?:5e without incurring any obligation to pay royalties or other compensation to others solely on account of said grant. Nothing contained in this Patent Rights clause shall be deemed to grant any license under any invention other than a subject Invention. (c) The Contractor shall Furnish to the Contracting Officer the fol''oWmg information and reports concerning Subject Invention which reasonably appears to be patentable: (i) a written disclosure promptly after conception or first actual reduction to practice of each such Invention together with a written statement specifying whether or not a United States patent application claiming the invention has been or will be filed by or on behalf of the Contractor; (ii) interim reports, at least every twelve months commencing with the date of this contract, each listing all such Inventions conceived or first actually reduced to practice more than three months prior to the date of the report, and not listed on a prior interim report, or certifying that there are no such un- reported Inventions; and (CPFF Aug. 20,x57) Approved For Release 2007/10/23: CIA-RDP81 B00878R001300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878ROO1300200072-1 NWr (iii) prior to final settlement of this contract, a final report listing all such Inventions including all those previously listed in interim reports. d) in connection with each Subject Invention referred to in (c)(i) above, the Contractor shall do the following: (i) if the Contractor specifies that a United States patent application claiming such Invention t ill.'be filed, the Contractor shall fil: or cause to be filed such a pl.ication in due form grid time; however, if the Contractor, after having specified that such an application would be filed, decides not to file or cause to be filed said application, the Contractor shall so notify the: Contracting Officer at the earliest practicable date and. in any event not later than eight months after first publication, public use or-sale, (V.) if the Contractor specifies that a United States patent; application claiming such Invention has not been filed and will not be filed (or having spec:? fiea. that such an application will be filed thereafter notifies the Contracting Officer to the contrary), the C: ntrac uor shall.: (A) inform. the Contracting Officer 'n writing at the earliest practicable date of any publication of such Invention made by or :.nowiz to the Contractor or, wh re applicable, of any contemplated pull . c tion by the Contractor, stating the date and identity of such publ4,,vation or contemplated publication; and (B) convey to the Government the Contractor's entire right, title, a ad. intere v `; in such Invention by delivering to ? he Contracting Officer upon written re+~~st u duly executed instru ueats (prepared by the Government) of assignment and application, and such other papers as are deemed necessary to vc t in the Government the Contractor's right, title end interest aforesaid, and the right to aptly for and proscute pa,'I-n:t applications covering such Invention throughout the world, subject, howeve>:r, to the right of the Contractor specified in (e) be~.ov to file P,-reign applications, and subject further to the reservation of a non-exclusive and royalty-free license to tb:. Contractor (and to it. , ~ existing and future associated and affiliated con panic *, if any, ,,.i1-._-iin the co :fora` structure of which the Contractor is a part) rb.lch license shall be assignable to the successor of that part of the Contractor's business to which such Invention pertains; (iii) the Contractor shall furnish promptly to the Contract- ing O:; ii ter on request an irrevocable power of attorney to inspect and make copies of each United States patent application filed by or on behalf of the Contractor covering any such Invention; (CPF`F Aug. 20, '57) Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 %& NMW (iv) In the event the Contractor, r those other than the Government deriving rights from the Contractor, elects not to continue prosecution of any such United States patent application filed by or on behalf of the Contractor, the Contractor shall so notify the Contract- ing Officer not less than sixty days before the expiration of the response period and, upon written request, deliver to the Contracting officer such duly executed instruments (prepared by the Government) as are deemed necessary to vest in the Government the Contractor's entire right, title, and interest in such Invention and the application, subject to the reservation ac specified in (d)(ii) above; and (v) the Contractor shall deliver to the Contracting Officer duly executed instl.?uments fully confirmatory of any license rights heroin agreed to be granted to the Government. (e) The Contractor, or those other than the Government deriving rights from the Contractor, shall have the exclusive rights to file c.2plications on Subject Inventions in each foreign country within: (i) nine months from the date a corresponding United States application is filed; (ii) six months from the date permission is granted to file foreign applications where such filing had been prohibited for security reasons; or (iii) such longer period as may be approved by the Contracting Officer. The Contractor shall, upon written request of the Contract-in'; Officer, convoy to the Government the Contractor's entire right, title, and interest in each Subject Invention in each foreign country in which an. application has not been filed within the time above specified, subject to the reservation of a non-exclusive and royalty-free license to the Contractor together with the right of the Contractor to grant sublicenses, which license and right shall be assignable to the successor of that part of the Contractorls business to which the Subject Invention pertains.. (f) If the Contractor fails to deliver to the Contracting Officer the interim reports required by (c)(ii) above, or fails to furnish the written disclosures for all Subject Inventions required by (c)(i) above shown to be due in accordance with any interim report delivered under (c)(ii) or otherwise known to be unreported, there shall be withheld from payment until the Contractor shall have corrected such failures either ten percent (10%) of the amount of this contract, as from time to time amended, or five thousand dollars 05,000), whichever is less. After payment of eighty percent (80%) of the amount of this contract, as from time to time amended, payment shall be withheld until a reserve of either ten percent (10%) of such amount, or five thousand dollars (65,000), whichever is less, shall have been set aside, such reserve (CPFF Ai,a_ 20- t57) Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 NW %Me or balance thereof to be retained until the Contractor shall have f1>r xis red to the Contracting Officer: (i) the finial report required by (c) (iii) above; (ii) written disclosures for all Subject Inventions required by (c)(i) above which are shown to be due in accordance with interim reports delivered under (c)(ii) above or in accordance with such final reports or are otherwise known to be unreported; and (iii) the informat4on as to any subcontractor required by (h) below. The maximum amount which may be withheld under this par- agraph (f) shall not exceed ten percent (10%) of the amount of this contract or five thousand da lars ($5,000), whichever is less, and no amount shall be withheld: under this paragraph (f) when the amount specified by this paragraph (f) is being withheld under other provisions of this contract. The withholding of any amount or sub- sequent payment thereof to the Contractor shall not be construed as a waiver of any rights accruing to the Government under this contract. This paragraph (f) shall not be construed as requiring the Contractor to withhold any amounts from a subcontractor to enforce compliance with patent provisions of a subcontract, (g) The Contractor shall exert all reasonable effort in nego- tiating for the inclusion of this Patent Rights clause in any sub- contract hereunder of three thousand dollars ($3,000) or more having experimental, developmental, or research work as one of its purposes. In the event of refusal by a subcontractor to accept the Patent Rights clause, the Contractor shall not proceed with the sub- contract without written authorization of the Contracting Officer, and upon obtaining such authorization, shall cooperate with the Government in the nego-tiation with such subcontractor of an acceptable patent rights clause; provided, however, that the Con- tract,:ar shall in any event require the subcontractor to grant to the Government patent rights under Subject Inventions of no less scope and on no less favorable terms than those which the Contractor has under such subcontracts, except that in no event shall the sub- contractor be required to grant to the Government patent rights in excess of those herein agreed to be granted to the Government by the Contractor. (h) The Contractor shall, at the earliest practicable date, notify the Contracting Officer in writing of any subcontract containing a patent rights clause, furnish the Contracting Officer a copy of such clause, and notify the Contracting Officer when such subcontract is completed. It is understood that with respect to such subcontract clause, the Government is a third party beneficiary, and the Contrac- tor hereby assigns to the Government all the rights that the Contrac- tor would have to enforce the subcontractor's obligations for the benefit of the Government with respect to Subject Inventions. The Contractor shall not be obligated to enforce the agreements of any -- 23 - "-- Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878R001300200072-1 subcontractor hereunder relating to Subject Inventions. (i) When the Contractor shows that it has been delayed in the performance of this contract by reason of its inability to obtain in accordance with (g) above a suitable patent rights clause from a qualified subcontractor for any item or service required under this contract for which the Contractor itself does not have available facilities or qualified personnel, the Contractor's delivery dates shall be extended for a period of time equal to the duration of such delay; and, upon request of the Contractor, the Contracting Officer shall determine to what extent,if any, an additional extension of the delivery dates and an incrgaase in contract prices based upon additional cost incurred by subh,delay are proper under the circumstances; and the contract shall be modified accordingly. If the Contractor, after exertin" 411 reasonable effort, is unable to obtain a qualified subcontrac'bir as set forth above, the Contractor Iiay submit to the ContractingrOfficer a written request for waiver or modification of the requirement that a suitable patent rights clause be included in the subcontract. Such request shall specifically state that the Contractor has used all reasonable effort to obtain such qualified subcontractor, and shall cite the waiver or termination provision hereinafter sot forth, If, within thirty-five (35) days after the date of receipt of such request for a waiver or modification of said requirement, the Contract-,,.: ing Officer shall fail to deny in writing such request, the requirement shall be deemed to have been waived by the Government. If within such period the Contractor shall receive a written denial of such request by the Contracting Officer, this contract shall thereupon automatically terminate and the rights and obligations of the parties shall be govern- ed by the provisions of the clause of this contract providing for ter- mination for the convenience of the Government. 21. GOVERNMENT PFLPERTY (ASPR 13-503 AFPI 7-403.21) (a) The Government shall deliver to the Contractor, for use in connection with and under the terms of this contract, the property described in the Schedule or specifications, together with such related data and information as the Contractor may request and as may reasonably be required for the intended use of such property (hereinafter referred to as "Government-furnished Property"). The delivery or performance dates for the supplies or services to be furnished by the Contractor under this contract are based upon, the expectation that Government- furnished Property suitable for use will be delivered to the Contract- or at the times stated in the Schedule or, if not so stated, in sufficient time to enable the Contractor to meet such delivery or per- formance dates. In the event that Government-furnished Property is not delivered to the Contractor by such time or times, the Contracting Officer shall, upon timely written request made by the Contractor, make a determination of the delay occassioned the Contractor and shall (CPFF Aug. 20, 157) - 24- Approved For Release 2007/10/23: CIA-RDP81 B00878R001300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878R001300200072-1 _MW equitably adjust the estimated cost, fixed fee, or delivery or perform enc` ;'aces, or all of them,&any other contractual provisions affected by s zcA delay, in accordance with the procedures provided for in the clause of this contract entitled "ghsnges." In the event that Govern- ment-furnished Property is received by the Contractor in a Condition not suitable for the intended use, the Contractor shall, upon receipt thereof notify the Contracting Officer of such fact and, as directed by the Contracting Officer, either (i) return such property at the Government's expense or otherwise dispose of the property or (ii) effect rE:pa,irs or modifications. Upon completion of (i) or (ii) above, the Contracting Officer upon written request of the Contractor shall equitably adjust the estimated cost, fixed fee, or delivery or perform- ance dates, or all of them, and any other contractual provision affected by the return or disposition,:QZ~the repair or modification, in accord- ance with the procedures proded for in the clause of this contract entitled "Changes." The foregoing provisions for adjustment are ex- elusive and the Government sha t. not be liable to suit for breach of contract by reason of any delay in delivery of Government-furnished Property or delivery of such property in a condition not suitable for its intended use. (b) Title to all property furnished by the GoverbMnent shall remain in the Government. Title to all property purchased by the Contractor, for the cost of which the Contractor is entitled to be reimbursed as a direct item of cost under this contract, shall pass to and vest in the Government upon delivery of such property by the vendor. Title to other property, the cost of which is reimbursable to the Contractor under this contract, shall pass to and vest in the Government upon (i) issuance for use of such property in the performance of this contract, or (ii) commencement of processin or use of such property in the performance of this contract, or h(iii) reimbursement of the cost thereof by the Government, whichever first occurs. All Government-furnished Property, together with all property acquired by the Contractor title to which vests in the Government under this paragraph, are subject to the provisions of this clause and are hereinafter collectively referred to as "Government Property." (c) Title to the Government Property shall not be affected by the incorporation or attachment thereof to any property not owned by the Government, nor shall such Government Property, or any part thereof, be or become a fixture or lose its identity as personalty by reason of affixation to any realty. The Contractor shall maintain adequate property control records of the Government Property and shall identify the Government Property as such in accordance with the requirements of the "Manual for Control of Government Property in Possession of Contractors" (Appendix B, Armed Services Procurement Regulation), as in effect on the date of the contract, which Manual is hereby in- corporated by reference and made a part of this contract. - 25 - CPFF Aug. 20, 157) Approved For Release 2007/10/23: CIA-RDP81 B00878R001300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878R001300200072-1 (d) The Government Property provided, or furnished pursuant to the term of this contract shall, unless otherwise provided herein, be used only for the performance of this contract. (e) The Contractor shall maintain and administer, in accordance with sound industrial practice, a program for the maintenance, repair, protection and preservation of Government property, so as to a,-lsure its full availability and usefulness for the performance of this contract. The Contractor shall take all reasonable steps to comply with all appropriate directions or instructions which the Contracting Office= may prescribe as reasonably necessary for the protection of Government property. (f)(i) The contractor shall, ndt be liable for any loss of or damage to the Government property,, r for expenses incidental to such loss or damage, except that #e Contractor shall be responsible for any such loss or damage (including expenses incidental there-o) (A) which results from willful misconduct or lack of good faith on the part of any of the Contractor's directors or officers,,, or on t1o part of any of its managers, superintendents, or other equivalent represen- tatives, who have supervision or direction of (I) all or substantially all of the Contractor's business, or (II) all or substantially all of the Contractor's operations at any one plant or separate location in which this contract is being performed, or (III) a separate and complete major industrial operation in connection with the performance of this contract; or (B) which results from a failure on the part of the Contractor, due to the willful misconduct or lack of good faith on the part of any of its directors, officers, or other representatives mentioned in subparagraph (A) above, (I) to maintain and administer, in accordance with sound industrial practice, the program for maintenance, repair, protection and preservation of Government property as required by paragraph (e) hereof, or (II) to take all reasonable steps to comply with any appropriate written directions of the Contracting Officer under paragraph (e) hereof; or (C) for which the Contractor is otherwise responsible under the express terms of the clause or clauses designated in the Schedule; or (D) which results from a risk expressly required to be insured under this contract, but only to the extent of the insurance so required to be procured and maintained, or to the extent of insurance actually procured and maintained, which- ever is greater; or (E) which results from a risk which is in fact covered by insurance or for which the Contract is otherwise reimbursed, but only to the extent of such insurance or reimbursement; provided that, if more than one of the above exceptions shall be applicable in any case, the Contractor's liability tinder any one exception shall not be limited by any other exception. This clause shall not be construed as relieving a subcontractor from liability for loss or destruction of or damage to Government property in its possession or control, except to the extent that the subcontract, with the prior approval of the Contracting Officer, may provide for the relief of the subcontractor (CP''''F Aug. 20,'57) Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878R001300200072-1 r from such liability. In the absence of such approval, the subcontract say?, contain i appropr ate provisions requiring the return of all Govern- property roperty in as good conditions when received, except for rea,on?- a:w-e 4rear and tear or for the util:iZstion of the property in accordance with the provisions of the prime contract. (ii) The Contractor shall not be reimbursed for, and shall not include as an item of overhead, the cost of insurance, or any provision for a reserve, covering the risk of loss of or damage to the Government property, exceptto the extent that the Government may have required the Contractor to carry such insurance under any other provision of this contract. (iii) Upon the happening of loss or destruction of or damage to the Government Property, the Contractor shall notify the Contracting officer thereof,,'hd shall communicate with the Loss and Salvage Organization, if any now or hereafter designated by the Con- tracting Officer, and with the assistance of the Loss and Salavage Organization so designated (unless the Contracting Officer has designated that no such organization be employed), shall take all reasonable steps to protect the Government Property from further damage, separate the damaged and undamaged. Government Property, put all the Government Property in the best possible order, and furnish to the Contracting Officer a statement of (A) the lost, destroyed and damaged Govern- ment Property, (B) the time and origin of the loss, destruction or damage, (C) all known interests in commingled property of which the Government Property is a part, and (D) the insurance, if any, cover- ing any part of or interest in such commingled property. The Con- tractor shall make repairs and renovations of the damaged Govern- ment Property or take such other action, as the Contracting Officer directs. (iv) In the event the Contractor is indemnified, reimbursed, or otherwise compensated for any loss or destruction of or damage to the Government Property, it shall use the proceeds to repair, renovate or replace the Government Property involved, or shall credit such proceeds against the cost of the work covered by the contract, or shall otherwise reimburse the Government, as directed by the Contracting Officer. The Contractor shall do nothing to prejudice the Government's right to recover against third parties for any such loss, destruction or damage and, upon the request of the Contracting Officer, shall, at the Government's expense, furnish to the Government all reasonable assistance and cooperation (including the prosecution of suit and the execution of instruments of assignment in favor of the Government) in obtaining recovery. In addition, where the subcontractor has not been relieved from liability for any loss or destruction of or damage to Government property, the Contractor shall enforce the liability of the subcontractor for such loss or destruction of or damage to the Government property for the benefit of the Government. (CPFF Aug. 20, 157) Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 ?or. use where applicable.r, (v) In the event any aircraft are to be furnished under this contract, -My loss or destruction of, or damage to, such aircraft or other Government property occurring in connection with operations of said aircraft will be governed by the ~!4,7-e o this contract captioned "Flight Risks", to the extent such clause is, Its terms, applicable. (g) The Government shall at all reasonable times have access to the premises where any of the Government property is located. (h) The Government Property shall remain in the possession of the Con- tractor for such period of time as is required for the performance of this ::ontract unless the Contracting Officer determines that the interests of the xovernment require removal of such property. In such case the Contractor Shall promptly take such action as the Contracting Officer may direct with .respect to the removal and shipping of Government Property. In any such instance, the contract may bs amended to accomplish an equitable adjustment in the terms and provisions thereof. (i) Upon the completion of thie contract, or at such earlier dates as may be fixed by the Contracting Officer, the Contractor shall submit to the Con- tracting Officer in a form acceptable to him, inventory schedules covering all Items of the Government Property not consumed in the performance of this contract or not theretofore delivered to the Government, and shall deliver or make such other disposal of such Government property as may be directed or authorized by the Contracting Officer. The net proceeds of any such disposal shall be credited to the cost of the work covered by the contract or shall be paid in such manner as the Contracting Officer may direct. The foregoing provisions shall apply to scrap from Government Property provided, however, that the Contracting officer may authorize or direct the Contractor to omit from such inventory schedules any scrap consisting of cutting and processing waste, such as chips, cuttings, aorings., turnings, short ends, circles, trimmings, clippings, and remnants, and .o dispose of such scrap in accordance with the Contractor's normal practice and account therefor as a part of general overhead or other reimbursable cost in accordance with the Contractor's established accounting procedures. (j) Unless otherwise provided herein, the Government shall not be under any duty or obligation to restore or rehabilitate, or to pay the cost of the -estoration or rehabilitation of the Contractor's plant or any portion thereof Jhich is affected by the removal of any Government Property. (k) Directions of the Contracting Officer and communications of the Con- ;ractor issued pursuant to this clause shall be in writing. (1) As provided in paragraph (i) of the above clause, the Contracting ificer may, subject to Departmental procedures, authorize or approve use of the ,cntractorts established scrap disposal and accounting procedures whenever the imount and recoverable value of scrap from the Government property are relatively ,*nor and the Contractor's established procedures for accummulating and disposing of scrap and crediting the proceeds thereof to general overhead or other general :ost will permit the Government to share equitably in such scrap recovexythrough a reduction of overhead or other cost factor affecting reimbursement under the contract. INSURANCE-LIABILITY TO THIRD PERSONS (ASPR 7-203.22 AFPI7-403.22) (a) The Contractor shall procure and thereafter maintain workmen's )mpensation, employer's liability, comprehensive general liability (bodily P9 Aug, Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878R001300200072-1 ~qw 1"W injury) and comprehensive automobile liability (bodily injury and property damage) insurance, with respect to performance under this contract, and such other insurance as the Contracting officer may from time to time require with respect to performance under this contract; provided, that the Contractor in fulfillment of its obligation to procure workmen's eomjpensation insurance may, with the approval of the Contracting Officer and pursuant to statutory authority, maintain a self-insurance program. All insurance required Pursuant to the provisions of this,paragraph shall be in such form, in such amounts, and for such periods of time as the Contracting Officer may from time to time require or approve, and with insurers. approved by the Contracting Officer. (b) The Contractor agrees,: to the extent and in the manner required by the Contracting Officer, to submit for the approval. of Contracting Officer any other insurance maintained by the Contractor in connection with the performance of this contract and for which the contractor seeks reimbursement hereunder. (c) The Contractor shall be reimbursed: (i) for the portion allocable to this contract of the reasonable cost of insurance as required or approved pursuant to the provisions of this clauses and (ii) for labiities to third persons for loss or for damage to property (other than property (A) owned, occupied or used by the Contractor or rented to the Contractor or (B) in the care, custody, or control of the Contractor), or for death or bodily injury, not cotr.;sensate.i by insurance or otherwise, arising out of the performance of this contract, whether or not caused by the negligence of the Contractor, its agents, servants or employees, provided such liabilities are represented b;;- final judgements or by settlements approved in writing by the Government, and expenses incidental to such liabilities, except liabilities (I) for which the Contractor is otherwise responsible under the express terms of the clause or clau,::es, if any, specified in the Schedule, or (II) with respect to which the Contractor has failed to insure as required or maintain ins'.i,nce as approved by Contracting officer or (III) which results from willful misconduct or lack of good faith on the part of any of the Contractor's directors or officers, or on th.e part of any of its managers, supel.ntendents, or other equivalent representatives, who have supervision or direction of (1) all or substantially all of the Contractor's business, or (2) all or substantially all of the Con- tractor's operations at any one plant or separate location in which this contract is being performed, or (3) a separate and complete major industrial operation in connection with the performance of this contract. The foregoing shall not restrict the right of the Contractor to be reimbursed for the cost of insurance maintained by the Contractor in connection with the performance of this contract, other than insurance required.to be submitted for approval or required -- 29 __ ((IpPP a?&_ Pn _ s 1;7) Approved For Release 2007/10/23: CIA-RDP81 B00878R001300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 1W low to be procured and procured and iaintained pursuant to the provisions of this clause, provided such cost would constitute Allowable Costs under the clause of this contract entitled ".Allowable Comet., Fixed Fee and Payment". (d) The Contractor shall give the Government or its representatives immediate notice of any suit or action filed, or prompt notice of any claim e,de, against the Contractor arising out of the performance of this contract, the cost and expense of which may be reimbursable to the Contractor under the provisions of this contract, and the risk of which is then uninsured or in which the amount claimed exceeds the amount of coverage. Tb-. Contractor shall furnish immediately to the Government c.4es of all pertinent papers received by the (:oretractor. if the amount of trig -liability claimed" exceeds the amount c coverage, the Contractor shall authorize ;?cpresentatives of the Government to collaborate with counsel for the insurance carrier?, i' any, in settling or defending such claim. If the liability is not insured or covered by ? ond, the Contractor shall, if required by the Government, z,uthorJ.ze re--,resentatives of the Government to settle or defend ony such claim and to represent, the Co.nt.:actor in or take charge o- any :Litigation in connection therewith; rovided, however, that the Contractor may, at its own expense, be ass,,oiated with the representatives of the Government in ": he settlement or defense of any such claim or 1:~Y;'4-igation. 23. ADMORIZATION AND C.' 't`ISFNT (AsPR 9-102.2 AFFILm "(-4C3.23) The Government hereby gives its authorization and consent for all use and manufacture of any patented invention of tAe p~L,formance of this contract or any part hereof or any arendmene ]-,.aeto or any subcontract hereunder (including any lows.-t:ter s;~.bcontract) . -30 - (CPFF Aug. 20, '571 Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 24, FILING OF PATENT APPLICATIONS (ASPR 9-104 AFPI 7-404.3) (n) Before filing or causing to be filed a patent application disclosing any subject matter of this contract, which subject matter is classified "Secret" or higher, the Contractor shall, citing the thirty (30) day provision below, transmit the proposed application to the Contracting Officer for determination whether, for reasons of national security, such applicatiori'should be placed under an order of secrecy or sealed in accordance'With the provisions of 35 U. 8. Code 181-188 or the issuance of a pgtept should be otherwise delayed under pertinent statutes or regulat,19.i5,; and the Contractor shall observe any instructions of the Contracting Officer with respect to the manner of delivery of the patent.&appication to the U. S. Patent Office for filing, but the Contracto shall not be denied the right to file such patent application. It theContractin Officer shall not have given any such instructions within thirty 0) days from the date of mailing or other transmittal of the proposed application, the Contractor may file the application. (b) The Contractor shall furnish to the Contracting Officer, at the time of or prior to the Me when the Contractor files or causes to be filed a patent application disclosing any subject matter of this contract, which subject matter is classified 11 Connfidential", a copy of such application for determination whether, for reasons of national. security, such application should be placed under an order of secrecy or the; issuance of a patent should be other- wise delayed under pertinent statutes or regulation, (c) In filing any patent application coming within the scope of this clause, the Contractor shall observe all applicable security regulations covering the transmission of classified subject matter. 25r... REPORTING OF ROYALTIES (ASPR 9-i.lo AFPI 7-404.4) The provisions of this clause shall be applicable only if the amount of the contract is in excess of $50,000. (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 $250 have been paid or are--to be paid by the Contractor directly to any person or firm in connection with the performance of this contract. If royalties in excess of $250 have been paid or are to be paid to any person or firm, the report shall include the following items of information with-respect to such royalties (including.the initial.4250): ?(1) The name and address of each licensor to whom royalties in excess of $250 have been paid or are to be paid, -31- (CPFP .Aug..-2O, 457) . Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 w (2) The patent numbers, patent applicationserial numbers (with filing dates), or other identification of the basis for such royalties $ (3) The manner of computin .tike royalties consisting of (i) a brief identification of each royalty-'bearing unit or process, (ii) the total amount of royalties,. and (iii) the percentage rate or dollars and cents amount of royalties Qn,:each such unit or process,, provided that if the royalties cannot be computed in terms of i1nits or dollars and cents value, then other data '4 owing the manner in which the Con- tractor computes the royalties. (b) In lieu of furnishing a%pbrt under paragraph (a), the Contractor may furnish a single,; consolidated report for each account- ing period of the Contractor dur$hg which the Contractor has contracts with the Government, provided toe Contractor has requested and obtained the prior written approval of the Contracting Officer. Such consolidated reports shall be furnished, whtin the furnishing thereof has been approved, in the number of copies as approved, as soon as practicable after the close of the accounting period covered by the report. Such consolidated report shall be/made in accordance with Contractorts established accounting practice and shall include, for the accounting period, the total amount of royalties acetuing to each licensor at a rate in excess of $1,000 per annum on the Contractor's over-all business, together with (i) the name and address of each Such licensor, (ii) the patent numbers, patent application serial numbers (with filing dated), or other identification of the basis for such royalties, (iii) a brief description of the subject matter of the license under which royalties are charged, (iv) the percentage rate or unit amount, or if the royalties do not accrue by rare 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) of the portion of such royalties that may be.'.,attributablo to Government contracts. The Contractor shall, if requested by the Government, furnish at Govern- ment 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 Contracting 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 information. The Contractor shall furnish a copy of such letter of approval to the Contracting Officer administering this contract. - 32 - (CPFF Aug. 20, '57) Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878R001300200072-1 (d) After payment of eighty jrcent (80%) of the amount of this contract, as from time to time ame4dQd, further payment shall be with- held r til a reserve of either (i):ten percent (10%) of such amount or (ii) $5,000, which ever is less, Ohall have been set aside, such reserve or the balance thereof to be retained until the Contractor shall have furnished to the Contracting Officer the report called for by paragraph (a) hereof or the copy of the letter approving. the Contractor's request to furnish the report under paragraph tb); provided that no ariount shall cojtinue to be withheld from payment for the causes specified in this paragraph (a) if the Contracting Officer shall find that the Contractor has not been furnished a letter as required by paragraph (c) within a reasonable time after +.?akhng written request to submit a single, consolidated report under ?:;he provisions of paragraph (b) of this clause; and provided further that the Contracting Officer may, in his discretion, order payment to be withheld in the amount and manner above provided if the report called for by paragraph (alis unsatisfactory or the report called for by para?;_ aph (b) is due but has not been received, or if received, iw found to be unsatisfactory. No amount shall be with held under his paragraph when the minimum amount specified by this paragraph is being withheld under other provisions of this contract. The withholding of any amount or subsequent payment thereof to the Contractor shall not be construed as a waiver of any right accruing to the Government under this contract. 2(. RIGHTS 10 DiTA-UNLIMITED (ASPR 9-203.1 AMT 7-40+.5) (a) We term "Subject Data" as used herein includes writings, sound recordings, pictorial reproductions, drawings or other graphical ?oprese-iatations, and works of any n?ture (whether or not copyrighted) which are specified to be delivered under this contract. The term does not include financial reports, cost analyses and other information incidental to contract administration. (b) Subject to the proviso of (c) below, the Government may duplicate, uo , a::d dionlose in any manner and for any purpose wnatsoever, and have others so do all Subject Data delivered under this contract. (c) The Contractor agrees to and does hereby grant to the Government, and to its officers, agents, and employees acting within the scope cf their official duties, a royalty-free, non- exclusive and irrevocable license throughout the world, to publish, translate, reproduce, deliver, perform, dispose of and to authorize others so to do, all Subject Data now or hereafter covered by copyright; PROVIDED that with respect to such Subject Data not originated in the performance of this contract but which is incorporated in the work furnished under this contract such license shall be only to the extent that the Contractor, its employees, or any individual or concern specifically employed or assigned by the Contractor to originate and prepare such Data wider this contract, now has, or prior to completion or final settlement of this contract may acquire the right to grant such license without becoming liable to pay compensation to others solely because of such grant. (CPFF Aug. 20, '57) - 33 - Approved For Release 2007/10/23: CIA-RDP81 B00878R001300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878R001300200072-1 (d) The Contractor shall exetall reasonable effort to advise the Contracting Officer, at 'the time of delivery of the Subject Data furnished under this pontract, of all invasions of the right or privacy contained therein and of all portions of such Data copied from work not composed or produced in the perforimmance of this contract and iot licensed under this clause. (e) The Contractor shall report to the Contracting Officer, promptly and in reasonable written detail, each notice or claim of copyright infringement received by the Contractor with respect tv all Subject Data delivered under this contract. (f) Nothing co; tained in this clause shall imply a license to the Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Government under any patent. (g) The Contractor shall.,w t affix any restrictive markings upon any Subject Data, and if such markings are affixed, the Govern- wont shall have the right at any time to modify, remove, obliterate or ignore any such mmirking. 27. M111TARY SECURITY RaOUIRWNT$ (ASPR 7-1O4.12 and 7-20412 AFPI 7-401.7) (a) The provisions of this clause shall apply to the extent that this con'1:Lact involves access to security information classified "Confidential" including "confidential-Modified Handling Authorized" or higher. (b) The Government shall notify the Contractor of the security classification of this contract and the elements thereof, and of any subsequent revisions in such security c3 assification, by the use of a Security Requireme.xts Chi.:sh List (DD Form 254E). (c) To the extent the Government has indicated as of the date of this contract, or thereafter indicated, security classificatic 7 u-.r.;r this contract as provided in paragraph (b) above, the Ccc';ractor shall safeguard all classified elements of Ws contract and shall provide and maintain a system of security controls within i o own organization in accordance with the requirements of: (i) the Security Agreement (DD Form 441), including the Department of Defense Industrial Security Manual for Safeguarding Classified Information as in effect on the date of this contract, and modification to the Security Agreement for the purpose of adapting the Manual to the Contractor' 's business; and (ii) any amendments to said Manual made after the date of this contract, notice of which has been furnished to the Contractor by the Security Office of the Military Department having security cognizance over the facility. (CPFV Aug. 20, '57) Approved For Release 2007/10/23: CIA-RDP81 B00878R001300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 NIP IWO W 1- (d) Representatives of the Miljtary Department having security cognizance over the facility and representatives of the contracting Military Dapavtment shall have the right to inspect at reasonable intervals the procedures, methods, and facilities utilized by the Contractor in complying with the security requirements under this contract. Should the Government, through its authorized representa- tive, determine that the Contractor has not complied with such requirements, the Government shall inform the Contractor in writing of the proper action t6 be taken In order to effect compliance with such requirements. (e) If, subseilient to the date of this contract, the security classifications or security requirements under this contract are ,:hanged by the Government as provided in this clause, if such change causes an increase or decrease in the estimated cost Of performance of this contract, the estimated cost and fixed;fee, shall, to the extent appropriate, be subject to an equitable adjustment. Any such equitable adjustment shall be accomplished in the manner set forth in the "Changes" clause of this contract. (f) The Contractor agrees to insert, in all subcontracts here- under which involve. L.cev to classified information, provisions which shall conform substantially to the language of this clause, including this paragr :,h (f) tut exclu4ing paragraph (e) of this clause. The Contractor may insert in ant such subcontract, and any such sub- contract entered into there nd.er may contain, in lieu of paragraph (e) of this cause, provisions which permit equitable adjustments to be made +n the subco:itrt price or in the estimated cost and fixed fee of the subcontract (as appropriate to the type of .,.i:hbcont.'act involved) on account of changes _.n ac3urity classifications or requirements made under the provisions of this clause subsequent to W We of the subcontract involved. (g) The Cont:r v ctor ,1.so agrees that it shall determine that any subcontractor i;'roposed by it for the furnishing of supplies end services which will involve access to classified informatl3:n in the Contractor's custody has been granted an appropriate facility security clearance, which is still in effect, prior to being accorded access to such classified information. 28. ';b.A S>g-RE LEY PUBLIC C0N'11RACTS ACT (ASPR 12-X04 AFPI VOW) If this contract is for the manufacture or furnishing of ma- tarials, supplies, articles or equipment in on amount which exceeds or may exceed $10,000 and is otherwise subject to the Walsh- Y.aleyPublic Contracts Ants as amended (41 U.S. Code 35-45), there are hereby incorpoTated by reference all representations 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 interpretations of the Secretary of Labor which are now or may hereafter be in effect. -35 - (CPFF Aug. 20, '57) Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 Approved For Release 2007/10/23: CIA-RDP81 B00878RO01300200072-1 I 1W 1%W 29. GRATUITIES (ASPR 7-104.1.6 AFPI 7-4o4.9) (a) The Government may, by written notice to the Contractor, terminate the right of the Contractor to proceed under this contract hi t s ary or if it is found, after notice and hearing, by the Secre duly authorized representative, that gratuities (in the form of entertainment, gifts, or otherwise.,). were offered or given by the Contractor, or any agent er.representative of the Contractor, to any officer or employee of the Government with a view toward securing a contract or securing f4rorable treatment with respect 4 the awarding or amending, or.the making of any determinations ~?;ith respect to the performing of suoh.contract, provided, that t~.ae existence of the facts upon which the Secretary or his duly a+-xt:horized representative makes such findings shall be in issue and may be reviewed in any compgtent cost, (b) In the event this contract is terminated as provided in paragraph (a hereof, the Govert r ent shall be entitled (i) to pursue the same rem,~..d:ies against the,; t ontracror as it could pursue in the event of a brc.ch of the contre".t by the Contractor, and (ii) as a penal-11-,Y in adLlition to any other damages to which it may be entitled by law, to exemplary darrg?a in an amount (as determined by the Sec,. rotary or his duly authorized representative) which shall be not :..ss ?-,t:,hn the.:e nor more than ten tires the costs incurred by the Contr^.?3,or ir.. providing any such gratuities to en~r such officer or employes (c) Th' rights and remedies of the Government provided in this cl tse shall not be exclusive and are it addition to any c, .;her rl.=;hts and remedies pi ovided by law or under this contract. 30. NEGOTIATED OVERHEAD RATES (ASPR 3-704.1 AFPI 7-404.12) (a) Notriithst,..',..ding '`-.e provisions of the clause of t17Ls co',:.tract entitled " U.owabl.-~ Cost, Fiax