GENERAL PROVISIONS

• Document Type: CREST
• Collection: General CIA Records
• Document Number (FOIA) /ESDN (CREST): CIA-RDP81B00879R000100140143-2
• Release Decision: RIFPUB
• Original Classification: S
• Document Page Count: 37
• Document Creation Date: December 9, 2016
• Document Release Date: April 22, 1999
• Sequence Number: 143
• Content Type: REGULATION

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RIELIgalf JASP# 7?103.1 Anis 7 O',01) .
4 V 14
" thriAlghout this *butt) -the to3.lowing terms
have the, meaninve set forth below:,
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Mk* **Secretary" DOWN the Illoreterv. the
Under eeCetar7, c,r fill y Assistant, aeorstary of the Depar
meat and the, 444 or any 'weft ad ct the executive
agenOt thAt4extu "hie duly au led 'representative"
means ?ny personft persons or board her than the Con-
tractilig.Officerrauthorimed to sot the Secretary.
t the tisrm "Contracting Offid4r" means the porton
executing this oontraot on behalf of the Government, and
any Other officer or,oivilian employee who is a properly
designated Contraoting Officer; and the term includes
socdept as otherwise provided in this eOntraW, the author-
ized reptpeentative of a Contra4ting Officer acting within
the limit* Of his authority.
4, otherwise pr#
*riots" inbludea
?
10. thiSpdOntradt,
Orders under
_ 4410.) -Th* torsa tot -wore means
All, be ,ftmhied under this..?Ontradt inOluding
, any atUdts sowing fundwhentals theoretical-0- Or experi-
mental litveCtigatiOns) any extension Of the investigative
findings and thetkriCe of a sCientifie Or technical nature
into Ortetibia Application; anz tangible items hereinafter
* ift
referrod to. as plies*, f IA* to ,the Government; 4 '
4F.Ad or Vilki erdraPUtatiolop, Planet. drawings. And.
aPfkoi4 respect to fatty, Of. 'the foregoing.
f
CHANGES' (Ana /1403-2)
1W ada$
7'4 wrtttep,
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specifications', issue additionallinstruptiont* require
additional work within the general scope of the contract,
or change the place of delivery,. Method of shipment, or
the amount of qovernment-Furnistbsd property. If any such
change oauaes an increase or dos-Crease in the estimated
cost of, or the time required for performance of this
,contract-4 Or otherwise affects.anrOther provision of this -
contra04. an equitable adjustment shallbe made (I) in the
estimated Cost or delivery schedule', or both, (10 in the
amount of any fixed fee to be paid to the ContraCtor? and
(iii) in s h other provisions or the Ontraot as may be
so affecte and the contract shall bikmodified in writing
4
accordingl Any Claim by the Contrabtor for adjustment ?
under this laues.must be asserted within sixty (60) days
from the date of receipt by the Contractor of the noti-
fication of change; Provided, however, That the Contract-
ing Officer, if he decides that the facts justify such
action-, may receive and act ulion any Such claim asserted
at any time prior to final payment under this contract.
Failure to agree to any adjustment shall be a dispute
concerning a questiOn Of faot within the moaning of the-
Olause of ibis COntibtot entitled "Disputes." However,
nothing in this Clause shall excuse the Contractor from
proceeding with the contract as Ohanged.
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Changes causing an increase or decrease of more than 4% in the i)
6stimated coat of the contract shall require the agreement of the
Contractor.
3. LIMITATION OF COST (ASPR 7.203.3 APPI 7-403.3)
(4) It is eetimated that the tOtti cost to tho Government,
exolusive of any fixed fte., for the performance of this contract
will not exceed the estimated cost set forth in the Schedule, and
the Contractor 'agrees to use its best efforts to perfowm the work
specified in the Schedule-4.nd all obligations under this contract
within such estimated aOst. If at any time the Contractor has
reason to believe that the ?oats which it expects to incur in the
performance of this contract in the next sum:seeding thirty (30) days,
.when added to all dolts previously incurred, will exceed eighty-five
? percent (66%) ,of the estimated cost then set forth in the Schedule,
or if at any time', the Contractor has reason to believe that the
'total cost to the Government:I exclusive of any fixed fee, for the
performance offi this o ntract'wwill be substentially,greater or less
than the then eltims ,d cost thereof, the Contraotor shall netify
'the COntracting'Offi4 in writing ec that eftectr, giving Ut8 re-
vised eatimata,Of suCh total ooat for the performance Of thLs
Contraot.
? (b) The Government *hall not be obligeted to reimburse the
Contraothr fO4.:;e41te'incurred in excess of the estimated coat set
forth in the Sehedule and the ContraOtoT shall not be otligated to
continue perfOrmence MAO* the contrsot,or to incur costs in excess
of the estimated cost set forth in the Schedule? .unless and until
the Contrasting Offider shall have notified the Contractor ip
writing that such estimated coot has been increased and shall have
specified in such' notice a revised estimated cost which shall there- #
upon oonatituta the eatimated cost of performance of this contract.
When and to the extent that the estimated coat set forth in the
Schedule has been lavitrou'ed, any 0c4V. incurred by the Contractor in
excess of such estIleate* oeitt.prior to the increase in estimated
cost shall be alleinible tO the same extelt as if such costs .had
been incurred after such increase in 'estimated
4 A
4. RECORDS (ASPR 7000r #101 .7-403.19
(a)(1) TWW.Contrector agrees to maintain books, records, documen
and other evidence p4realining"to the cost* and expenses of this contra?
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(he P 4f liglar.RACI giff Atitalagfti?
%INN i kg ALFABgage p no Rao .watetod 43- r 2 in
such detail_as will properlyreflect all net oosts, direct and indirect.
labor, matetials'equi0Aent, supplies and.services, and other costs
and expenses of whatever nature for which reimbursement is claimed under
the provisions of this contraebik The Contractor's accounting procedures
andpreotices shall.be subject to the approval of the Contracting Of-
fiaert- provided, however,. that no .material change will be required to
be made in the Oontractor!s accounting procedures and practices if they
conform to generally aocePted 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-
ductiwby ,an authorized representative of the Department.
,
13) In title event the Contracting Offitier or any Of his duly author-
ized representatives determines that, his audi,t 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 de-
liver, with the reimburiement vouoher covering such charges or as may
be otherwise specified within two years afterreimbursement of charges
covered by any such,voucber, to such rePresentative as may be designated
for that purpose. through 'lie Contracting Officer such documentary evi-
dence in support Of transportation doitip-as May be required by the ,
Contracting Offi4Or or any of his duly authOrized representatives.
(4) Except for deciumentary evidence delivered to the Government
pursuant to subparagraph (3) above, the Contrattor shall preserve and
make available its records for a period of Six years (unless a longer
period of ,tiawis provided by appliCable statute) from the date of the
voucher or involto submitted by the Contractor. after the completion of
the work under the-Opatr44t. and designated by the Contractor as the 4
"completion voucher" Or 7COmplet1on inVoice or, in the event this
contract has been 00401ete1y:terminated, .from the date of the tetmina-
tion settlement Agreeratalt4",provided, ?hoyeveri the records which relate
i
to (A) appeals under theL lauee of thip bontreet entitled "Disputes,"
(B) litigation tit the Ot l -scant of olgiti *rising out of the perform-
ance of this contract, or (0) 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 appeal, litigation, claims., or exceptions have been disposed
of, but in no event for less than the six-sear period mentioned above.
(5) Except for dopumentary evidence de;ivered pursuant to sub-
paragraph .(3).Abovet and the recordsdattoribed in the proviso of sub-
paragraph (4) above 4 the dontractor may in fulfillment of its oblige-
tion,to retain its reobridef as r equired by this clause substitute
photographs, Mierephotographs or Other authentic reproduotions of
such records, after the: expiration of two years f011owin the last day
of the .month of rtimb ent to the Contripter of the in,0160 Or
. voucher to which st*b. rAprde relatev,unlitiwkshOrter period is
_I
authorized by tI4SViOntr ' PITioer..wit",:tW4onourroploe of the
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,Df the Contractlhi: ir.:,vernrient Agency or his au.!--orized
.lepresPn.L1,1tives.
? (6) The provisions of this paracrsph (a), includinL:
paragraph (6), shall be Applicable to and included Ineach subcontract
hereunder whichvis on a cost, cost-plus-a-fixedefee, time-and-materi.al
labor-hur'basis.
.(t)) The Contractor further agrees to include in ea: higyo
Ontraots hereunder, other than those et forth in sUbparagraph'
above, a provision to the effect that the Subcontractor agrees
':heopontracting Officer or any of his duly authorized representa-
Shall, until thee xpiration of three years after final payment
ender the subcontract, have access to arid the right to examine any
direCtly pertinent books, documents, papers., and records of such suboon-
tisaator involving transadtions related to the subcontract. The term.
"subcontraet, as used in this paragya." (b) only excludes (1) purchase
orders not exceeding 41,000 and (ii) subcontracts or purchase orders
for public utility services at rates established for uniform applica-
bility to the general public.
. Si2CCNTRACTS (ASPR 7-203.8 APPI.7-40i.8)
?
(a) The COntractor shall give advance notification to the Con-
tractiw, Uffiaer of any proposed subcontract hereunder whioh (i) is
c.n 6 cost or cost-pius-a-fixedefee basis, or (ii.) is on a fixed-pric'e
basis exceeding in dollar amount either 425,000 or five percent (5%)
of the total estimated cost of this contract.
(b)4 The Contraotor shall not, without the prior ?written consent
of the Contractinks Officer, plaoe any subcontract wIth. (i) is on a, :
cost or cost-plus-afixed-fee basis, or (ii) is On a fixed-price basis
exoeeding in dollar amount either 125,000 or five percent (?) of the
!r? total estimated cost of this contract, or (iii) provides for to
rpo fatrication, purchase, rental, installation or other acquisition, of
any item of. industrial facilities, or of special toolingohaving a value
eS67 in excess of $5,000,?or (iv) is on a time and material or labor-hour
tasis in excess of an estimated cost of D5,000, or (v) invclves
re-
search and. development work in 9Xe6SS of an .estimhted cost 0,000.
:The Contracting Officer may, in nis discretion, ratify in writing any
such subcontraot; such action sn11 teonstitute the consent of the
oContracting Offlotr as required hy this paragraph (b)..
(c) The Contractor agrees tnat no subcontract placed under this
contract shall provide for payment an a cost-plus-a--percentage-of-
cost basis.
(d). The ?PontraCting Offitier may, in hieudiecietion, specifically
approve ihwriting.any of the provisiOns Of a. subcontract. However,
sueh'approval or.the sonsenttor the ContraCting Officer obtained as
required by tills clause shall not be construed to constitute a deter-
mination.of the allowability of any cost under this contracts unless
such approval.speoifically provides that it Constitutes a cietermina-
tion of the allOwability of such cost. ??
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(e). The Contractor shall, iv ontractinL: Office- immote
in writing of any action or suit filed, and prompt notice 9f.
any.claim made against the Contractor by,any'subcontractor or vendor
in. the opinicn of the Contractor, may result In litigation,
r;elated in any way to this contract with re.spact.
trac,:t.:,r iaz%;), _f;, entitled to relmt:irsement from the Government.
...,,, ? ,
Cr)?
(API - 7-203.8) The Contracting Officer' may approve all.
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,or part of the Contractor's purchasing eletem.and from time. to time
?
40ind'or reinstate sUCh..approvali.-SUW,LaMOval shall be deemed :
,
.9:-- nil fil.the requirements for obtairii4044C,3301traotins3 O.ffierle.'-
poeistint:t6 subcontraCts as preseribed,in4eregreph (b) above.
UTILIZATION OF SMALL BUSINESS CONCERNS (ASPR.7-104.14 AFTI. 7-40.9
? .
? (a) It la the policy of the Jovernment as. declared by theCon-
:rsss to bring about the greatest utilization of small business cOn-
.--nz which is consistent with efficient Troduction.
'(b) The Contractor agrees to accomNAsh the. maximum amount of
subcontracting to small budiness concerns that the Contractor finds
tc be Consistent with the efficient performance of this contract.
#
iXCUSABLE.,DELAYS (ASPR 7-203.11 ARK. 7-303.10)
? (a) The Contractor shall not be in default by reason of any failure
performance of this contract in accordance 'with its terms (including
and failure by the Contractor to make progress in the prosez!ution of
the work hereunder whIch4ndangers *such performance) if sucn failure
arises out-of causes beyond the control and without the fault or.necli-
eende of the ContriOtor$ Sultth,tauseivinciludC but arepot restricted
to: acts of God or of the public enemy; Acts of the Government; fires;
f-iccdas epidemics; quarantine restrictions;, strikes; freight embargoes;
unusually severe weather; and failure oreubcontractors to porform or
make progress due to such causes, unlesathe Contracting Officer shall
have determined that the supplies or servibei'to be furnished under the
sczbc.ontract were 'obtainable from other sources and shall have ordered
th,4 Contractor in.writing to procure'sUsh services or supplies from such
sources, and the 05ntractor shall have failed reasonably to comply
with such order. ?14on'reqpest of the DOdtradtOr,,the Contracting Office
'shall ascertain the facts and extent of such failure and, if he shall
determine that such failure was occasioned hi anyone or more of the
said 'causes; the delivery*Ohodule shall be revised accordingly, subject
to the rights of the Government under the. clause hereof entitled
"1Termination". ?
(b) If the Contractor be-Comes Un4ble to complete the contract
work and make delivery at the time spedified in the Schedule because
of technical diffieUltielVAWtWitIVAILF444( fhe Awerciae of good faith
and. diligent 4fferts;WthAt'heiloiman10404r: theitork called for here-
under, it.may give the *Contracting Offie*r'written notice Of the
;
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antiCipated-default with reasons therefor. Such notic
shall be delivered not less than forty-five (45) days
-,pletion date ?specified in the SChedule or within such
.tratting Officer .deems zufficient.. If such notice is
to the extent the interest of the Government makes an
'bier) and this contract,shall then be modified in writi
DISPUTES
(ASPR 7-103.12 . AFPI 7-403.12)
e ani reascn3
tif.7)re
as tbe Con-
duly ,given, ten
extensin desira-
nil accordint31y.
:Except-as.Otherwise provided in this colitract4 any dispute con-
cerning a question of faot arising under WO contract which is not
.disposed pf by agOoement shall be decided by the ContraCting Officer,
who Shall' reduCis his dedision to writing and .mail or otherwise furnish
a copy thereof:to the-Contraotorip: Within :3P days from the date of
receipt of such copy, theCOntractOr'may appeal by mailint: or other-
wise furnishing to the-Contracting Officer a written appeal addressed
to the SecretarW an4-40014ci8ion of the Secretary or his duly au-
thorited representatIve-Or the hearing ofjouch appeals shall, unless
determined by,ALCourtof vompetent jurisdiction to have been fraudu-
lent or capricious br arbitrary or so grossly erroneous as necessarily
to imply bad faith, or ,.not supported by substantial evidence, be final;
and conclusive.provided that, if, no such appeal is taken, the decisior
of the Contracting Offioer.shall e final and conclusive. In connectipn
with any appeal proceeding under this clause, the Contractor shall be
afforded an opportUnity,:to.be heard and .to offer evidence in support
of Its 4,ppea1elt_ 13endt1t.finaraec.ision of a dispute hereunder, the
Contractor proceea diligently with thAR
pArforMl.n the. :311-
!,,raet and in accordance with the Contracting Officer's decision.
This clause shall be binding upon all subcontractors under this con-
tract who shall be,equilly bound to submit to the decision of the
Contractipg'Officer aniVthAVdecision of the.S6Oreitary or his duly ,
authorized representative' as above specified'.
9. NOTICE AND ASSISTANCE REGARDING PATENT INFRINGEMENT
The provisions of this clause shall be applicable
amount of this contract is in excess of 0,000.
(ASPR 9-104
AFPI 7-404.13)
only if the
?
? (a) The Contractor shall report to the Contracting Officer,
promptly and in reasonable Written detail, each notice or claim of
patent infringement based on the performance of this contract of whish
the Contractor has' knowledge',
(b) In the tent of litigation against the Government on account
0
of an claim Of, patent infringement ariaing out of the performance of
this contract or out .or the use of. any supplies furnished or work or
services performed hereunder, the, dOntraOtor ehall furnish to the
.Government, upon.requestliall evidence old information in poF;session
of the Contractor pertaining to such litigation. Such evidence and -
information shall bl furnished at the.eXperisfe of the: Government ex,-
Sept in thoSs ?aged Awybicih .0.10 Oontra00,,i0A8 agreed to indemnify,
the. GovernmentAigainst tWolaim being aiserted.
SECYET
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BUY AMERICAN ACT (ASPR 7-103.14 APPf 7-403.14)
The Contractor agrees that there will he delivered
under this contract only such =manufactured articles,
materials and supplies (which term.,"artiole, materials,
and.supplies1 it hereinafter referred to in this clause
as "tUppliCe) as!'halWbeen mined. OrAmoduced in the
United States* and Only such manufactured eupplies as
have been-Aarintegt4red.in the United States substantially
all from suppliei MIneds.producedi'dr manufactured, as .
:the-oaee may be. in -the United States. Pursuant to the.
Buy Ameriban Apt (41 U.S. code 10a-d) the foregoing pro-
vision shall not apply (i) with respect to supplies ex-
cepted by the Seiritary from the application of that Act,
(ii) with respect tip supplies for use outside the United
States, or (iii) with.respect to the supplies to be de-
livered under thie contract which are of a class or kind
determined by the Secretary or his duly authorized repre-
sentative not to. be mined, produced, or manufactured, as
the case may be, in the United States in sufficient and
reasonably available oommercial quantities and of a
satisfactoiyquility, or (iv) with respect to such supplies,
from which the supplies to be delivered ander this Contract
are .manufactures, as are of a class or kind determined by
the Secretary or hie duly authorized.repreeentative not to
be'M1ned4 produced, or manufactured, as the case may be,
in the United States in sufficient and reasonably available
cOmmercial quantities and of a satiefictory quality: Provided,
That this exceptiOn.(iv):shall..nOt permit delivery of supplies
manufactui:ed outaide*the United States if such supplies are
manufactuAd in the United.States in sufficient and reason-
ably available cOmmerdial quaddties and of a satisfactory
quality.
11. CONVICT LABOR (ASPR 12-203 AFPI 7
403.15).
In conneotion with the performance of work under this
contract, the Oontrantor agree, not to employ any person
undergoing sentence of imprisonment at bard labor.
12. EIGHT-HOUR LAW OP 1912 (ASPR 1230.3.1 AFPI 7-40346)
?
This contradtHCCLthe extent that it is of a character
specified In.the .4g1iOAHOUr Law. of 1912 as amended (40 U.S.
Code 14=30 an4Fit,.00ver0.by sti.e.10-11ealey Public
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Er ' L-
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Contracts Act (41 U.S. Code .3-.14.5), is sutject to the follo4-
provisiona and exceptions of said E1ght7Hour Law of 1912
As amended, and to,all other Provisions and exceptions of said
law: '
No laborer or meohanic doing any part of the work contem:
. . ,
plated by this Oontraot, in the aMpicy af the Contraotor or,
any subcontractor contracting for any part of the said work,
:shall:be required or permitted.to,work more than eight hourd
in any one calendar day upon such work, except upon the con.-
d_itiOn that compensation is.paid to such laborer or mechanic
in accordanoe with the provisions of this clause. The wages
of every such laborer and mechanic employed by the Contractor
or any subcontractor engaged in the performanoe of this con--
tract shall be computed on a basic day rate of eight hours per
day; and work.in eXC038 of eight hours per day is permitted
Only upon the oondition that every such laborer and mechanic
shall be compensated for HIl hours worked in excess of eiEht
-hours per day at not less t-an one and one-half times the basic
rate of pay. For each viDlation of the requirements 3f this
clause a penalty of five dollars shall be imposed !won tie Con-
tractor for each such latorer or mechanic for ever:; ::klendar
day In which such emplc:fae is required or permitted to labor
more than eight hours upon said work without receiving compen-
sation computed in accordanoe with this olause; and all penal-
ties thus imposed shall be withheld for the use.and benefit of
the Government...
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13. NONDISCRIMINATION IN EMPLOYMENT (ASPR 12-802 AFT' 7403.17)
(a) In connection with,the performance of work under this
(=tract,- the Contractor agrees not to discriminate against
any emplOyee Or applicant for employment because of race, reli-
gion, color; or natiqpal origin.. The-aforesaid provision shall
inolUdef- but not be limited to, the following: employment, up-
gradingi demotionr,' ox transfer; recruitment or recruitment adver-.
tieing; layoff.or'teiitination;,rates of pay or other forms of
oompensatiOh; and'seleotion fdr training-, including apprentice-
ship. The Contractor agrees to post hereafter in olpspiduous
placeso ,avallable for employees and appXlcants for employment,
nOticee.to.be provided by the Contraoting Officer setting forth
the provisions of the nondiecrimination olause.
. (14-:-Thea0Olitreotor furthertgrellis, to insert the foregoing
proviside hersunpOrl imiepp-eaboontracts
for standard. eglamersial supplies or Vallaterilas:
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sErpritt
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? OFFICIALS NOT"TO BENEFIT (ASPR 7-103:19 AFPI 7-403.16)
No' member.of 01' delegate to Congress or resident commissioner,
Shall be admitted to any share or part of this contract, or to any'::
benefit that may arise therefrom; but this provision shall mot be _
0Onstimeli to extend to this contract if made with 0.corporation for
it general benefitoi .
:COVENANT AGAINST CONTINGENT 'PEES (ASPR 7,403420 AFPI 7-403.19)
.1111LOOntreettir*warrants that no pOrikOfi or selling agency has
been 011101400041insid,to toilet* Or;4410)Ure this contract upon
-
an .agreenleinf* Atridifretanding efor' dommIsaion, percentage, broker-
agei or Cmitthgentfee4 excepting bona fide employees or bona fide
established Obmmereial or selling agenoiee maintained by the Con- ?
tractor for the purpose of seouring business. For breach or viola-
tion of this warranty the Government shall have the rit,to annul
this contract without iiability Or in it's discretion to deduct from
the contract priCe-OV consideration the full amount c,..f such commis-
sion, .percentage; brokerage or contingent fee.
?
? PATENT RIGHTS (A3PR.9-107 AFT' 7-403 20)
(a) Aq used in this clause, the foiXowing terms sh?.11 have the
meanings set forth below:
(i) The term "Subject Invention" means any invention, im-
? provement.or.4iscovery.(whether or not patentable) conceived or first
actually redudid to practice either (A) in the performance of the
experimeritelevelizguwital? or 'research work called for or required
? under this OkhltraOtr Or (B) in the performanoe of any experimental,..
deve1branenta4Vr rotedereh work relating to the subjeot matter of . .b
this_ contrsorlohichigas done upon. an understanding in writing that a
contract w6Old'be-awSrded; provided that the term "Subject Invention"
shall not 141. :,any invention Which is specifically identified and
listed in 'VW idule for.the purpose Of excluding it from the
lio4nire granted by-thiS'Olause? .
(11), The term,"Tebbnical Personnel" means any parson
employed by br'wOrking,u4der oontr*ot with the Oontraotor (other than
a subcontradtor-whOW,reeponsibtlitOe'w404,9PeOt to rights aocrIling
to the Obvermaentan;thientIona ariiing Undir subcontracts are set
forth'in par:a0411,1 (g) (h), and (t) of .this Clause) who, by reason
of the natdre Vflito-Aggies in Conneetidd-lath the perfcrmance.of
this contratitfi, would reasonably be expeCted to make inventions.:
(ill) nit terns "euboontiebe and subcontractor" mean any
subcontract or aubopotraotor of the ControtOr, and any lower-tier.
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WI
subcontract or subcontractor under this cOntract.
(b)(1) The Contractor agrees to and does hereby grant to the
Government an irrevocable, nonexclubive, nontransferable, and royal-.
free lidense_to practice, and cause to be practiced by or for the Witt,
States Government throughout the worlds each Subject Invention in The .
. manufactures use and disposition according to law, of any article or
materials and in the use of any method. NO license granted herein shal
'convey any right to the Government to manufacture, have manufactured,
or use any SubjeCt Invention for the purpose of providing services
supplies to the general public in 'Competition with the Contractor or
the Contractorts Commercial licensees In the licensed fields. *
(2) With respect tO:
i (I) any Subject Invention made by other than Technical
Personnel:
(ii) any Subj.'s:et Invention conceived prior to, but first
actually reduced to practioo in the course of and of the experiment4,10i
developmentali.or research work sopeoified in (OW above; and
(iii) :the praetioe of any Subject Invention in foreign
countries,, the obligation of the Contractpr'to grant a license as
provided in (b)(1) above, to Convey title as provided in (d)(it)(B)
Or (d)(iv):belows and to convey foreign rights as provided in (e)
below* shall be limited to the extent of the Contractor's right to
grant the tame -Without incurring- any obligation to pay royalties or
other compensation to others solely on account of said grant.
Nothing contained 'in this 'Patent Eights clause shall be deemed to
grant any licence under any inventicn other than a Subject Invention.
(e) The Contractor shall furnish to the Contracting Offier the
following information and reports concerning Subject Invention which
reasonably appearsto 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'olsiMing the Invention has been or will be filed
by or on behalf- Or the Oontractorq
. (1W;.interim reports; at least every twelve months
commencing Witht104-4400 of this oontraCto osCh listing all such
Invention* toneitinWor first ate-two:11y reduced to practice more
than three months prior to the.date'of 010 report, and not listed
On a priorAnt4rWroport; Or Cerpifyirigthat there are no such
unisported' -Inv414tiotil Vane
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? (iii) prior 0 ?final 00024tth1e ontract, a final
. report list kiInvention tn1urg 'all those previously
.liated in in MAO '404'
(0)0141bg4 114t'he 0 l*S0,tor shall cloth0,01.10WiAgL
0 i00 with eatihSulilitot,Invention referred to in
Atraotor'Alligifiles'that a United States
-pitent 01)1 'cation biijmi.flg suoh InWintion will be filed the Con
traotor shall fil042r Crauss.to bcfiled'SUCh application in due
ror and tirnierhowsivir,. if the ContraCtorl after having specified'
that suehtwo application would be filed.. decides not to file or
cause to be tiled said. application, the Contractor shall so notify
the Contracting OffiOier at the earliesfpractioable date and in
any event not later. than Sight months after first publication,
public use or sale.
(it) if the, COntraotor ?steoifies that a United States
patent appliosktion,1341Ming subh,Inimitior has not been filed and
will not be filed"(dr,having sPeaiftid-that such an application
will be filed7thereafilii' notifies the Contracting Officer to the
contrary), the Contractor shall:? .
(A) inform the Contracting Officer in writing at the
earliest practicable date of any, publication of such Invention
made by or known tO the Contraotor gr, where applicable, of any
contemplated pUblioatiOn by the Contractor, stating the date and
Identity Of suCh publication or Contemplated publication; and
4 .
"
, ?
(B) oD? be_Oovior00000t40 COntraetorls entire
right, titla, end .inegt In 840-4011;044,1n.by. delivering to the
Contracting Off upn Iittent4,0101ilikAli411. duly .ex.eautediniitrii.;:
ments .(preps,2401,; t) or' and, applicatiOnl. -
and such othiri''pitpto ::deeemea nsOssoSry'to vest in the
Government tho'COntraCterIvi right title ircd interest aforesaid,
and the right to APIA'', for and prdsiOutie patent applications cover-
ing such Invention throughont thsi:wor14 subject, however, to the
right of the Contratiter'specified inlab4low to file foreign 4/
applicationCo..Ond4,0*.t further tO. -rOeervation of a 4on-
exclusive and royalty?free lictense.10-%4400tractor (and to it%
existing and futurtivti$06itted and affiliated companies, if an,
within the corporaikt, strgeture ofyhioh the Oontractor is a part)
which license ShaWbe assignable to the audOessor of that part
of the ContraOtoils business to whioh such Invention pertaini;
?
i14 4.1110,41.11.4. 1414 4440.41111,4?04.w.i.
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VC.e1
1110 the Contractor shall furnish. - the
ontracting Officer on request an irrevocable power ,)1' a:-.tatmey
'inspect and make copies of each United States pl.-et
in fileCtor Or on behalf of thecContraotor covering any such
t:
nyetit - .
. 4,0 'in the event the Contra tOr:vor those other than_
tiiie-.1.9-0Vernmerit deriving rights from the Contractor? eleots not
t:00.0.-htinile4r0**Oution of any such United States patent application filed by Or on'behalf of the Contractor, the Contractor
4ha1l so notify the Contracting Officer not lets. than sixty days
'before the expiration of the response period and', upon written,
request, deliver to the CoT'Aractilhg Officer such duly executed'
instruments (prepared by Government) as are deemed necessary
to vest in the Government the Contractor's entire rt, title,
and interest in such Invention and the application, subject to
the retervation as specified in (d)(ii) above; and
10 the Contractor.shall,deliver. to the Contrasting
Officer duly exeauted instruments fully confirmatory of any license
rights herein Agreed to be granted to the Government.
(e) The.ContraCtorri" or. those other than the Government
deriving righta frOm"the Contractor, shall have the exclusive
.rl..ghte to file appllOatlon8 on Subject Inventions in each foreign
Country Withiht ?
(i) nine months from the date a4orrespond1ng United
States application le 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 ContraCtOrr 04114 -upon written request
of the Contradting Cftioer, convey to the government the Contra07:
torls entire right's. title., and intereSt-in-Teach Subject Invention
In each foreign coUntry in which an application has not been filed
within. the tiMe above specified, euble0t,to'the reservation 'of a
non-exclutive and royaltY-free license 't0 the 'Contractor together
with the right of, the Contractor to grant sUblicenses, which t?
license and right'lhal; be assignable to the sucoessor;of that
part of the Contradte busineelvtoiwhiOb the Sacject Invention
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(f) If th, Contractor fails to deliver to the
Officer the interim reports required by (c)(ii) above, :NI"' fails
to rurnish the written disclosures for all Subject inventions
required by (P)(1) above-4hOwn to be due in accordance with any
interim report delivered ander (0)(ii) or otherwise known tc be
unreported, there shall be withheld from payment until the
Cr-
tractor shallbaveoebrreeted such failure* either ten percent
.(10%) of the-ootust op4bit Contraotio_aa tronitime to time
amended, ori4114?tbOueend dollars' 1,5i000Vmh1thever is less:
After paiiint of eLbty per *lent (60%)_ of the amount of this
contrabt as from 14t time omend,04,442ment shall be withheld
until. a rpeervillt4 C41021? per oent'IlliA) of such amount or
five thOdlithd-4,01101' 4000), Vihicibeverie legit, shall have been
set eeidr, euphreek. balanoe there ,to be retained until
the?OontratV4r.lsban41ItteCtornishedte.- teOntracting Officer:
.-= -
e,4-4--9"4- ? 4.11;.-:"1;`..-,
(0 the finel-repz:rt required by (o)i11) above;
(00) written.--disolosures for ail BUbject Inventions
required by (0(1) above which are shown to be. due in accordance
with interin-rePorte..deliveired under (0)04) above or in aocord-
ance with sue& final reportt or are othereise known to be un-
reported; and
(iii) the information as to any subcontractor required
by (h) below. The MAXiMUM amount which may be withheld under this 1
paragraph (f) shall not exoeed ten per (tont clop of the amount of
this contract or five thousand dollars. (450100), whichever is less,
and no amount shall be withheld under thivparagraph (r) when the
amount specified by this paragraph (t) it being withheld under
other provibiOna of this dOntract. The.withbblding of any amount
or subsequent payment. thereof to the Contractor shall not be con-
strued as .a waiver of any rights accruing to the Government under
?this ?oontracti This paragraph (f) shall not be construed as re-
'iring the Contractor to withhold any =aunts from a subcontractor
to enforce cOmplianCe with patent provisions of a suboontract.
(g) The ContrOtOrdhell ex010tc.4.1reesonable effort in
negotiating tor the itieloelbn.of thii.Patint'.Rights clause in any
subcontraot hereunder at threethousanA 661101 (*3,000) or more
having experimente4 dArv*I0pmentali de ..iizbb 44 one of Its
purposed. In thAr ittV,44AW4144?V1C114401010raotor to aocept the
Patent Rightdlgii-__TOOVQ0htritittifY0h014494.preced with the sub,
contradt withbOt:-. ,:11440ALUthdriza ion tit the OontraCting Officer,
and upon obtaining Andy duthorigation, sha4 cooperate with the
tietion with suet sUboontraotor of an acoept-
able'patent righto du 4 providA0 HOwoverk,that the Contractor
shall in any event +equAre the eu..-ptratiter'to grant to the Govern-
ment:patent righte-underreh&jeet I.vet,ptions of no less sebpe and '
Government in the
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? on no lees favorabid terms than those which the Contractor
has under such subcOnteracts, except that in no egent shall the
subcontractor be reqfit4. to grant tqAbe Government pktent rights
in excess of thOce berin agreed to b# anted to the Government
by the Contreate ,
(h) Te OntriStOr shall, at the earliest practicable date,
notify the qoELtraet1fls9trioor.in writing of any subcontract con-
taining a Went ri to.olausei'furnish the'Oontracting Officer
dOpy of suCh o3.auea,1Wol notify the OftVecOting-Offioer when such '
subcontraOt is ,c) /t-le UnderstOod-that with respect to
such subcontrit tr the ttovernment lc i third party benefit:Awl,
and the by assign*. to tbileirierniserit all the rights
? that the Oottratdr %pU.d have to enfe ? the subottntractorts obflf-
Mitt Of the 0014 ?Inth'i4especit to 3ub4e0C
byten 'tOr shin::rio ligated to enforpe the
agreements Ot1t pOntiaotQr hare 144sting to Subject
Inventions4:. .;
p -
: a
OontractOr hoVL4bat it has been delayed in
the perfozmsri t thi's bontraLoby rei& of its inability to obtain
in accord.i*'irItbCgj bove ?a suitable patent rights clause from* a
qualified auboontra*t?r for any item or service required under this
contract Vir'Irktilth the OontractorsAts,
facilities Or'llialified'personnelf the
shall be extended pt114; a-pariOd of time
delay; and u ?* rMat: of the Oplitii,a
shall 'dot ',Ottiene it an
the Oily , ,? :.a.in4ra-
additibn
ottiOunstt > ?
tr
thitAint t
obtain a fltradtor1
may ?mit., ting .0t
,
or-toodirio
414440 *6?
,.. ,,
ti-146.we''
*pt. If w
denial of'
shall .the
tiotis t
()louse Of
of the 0,4v
rdoes not have available
ntractoris delivery dates
94.l to the duration of such.
the Oontraoting Officer
additional extension of
Ototoes based upon
ticquir.linder the
tid?110,cordingly. If ?
.4rfOrti it unable to
aboverOhe'Oontractor I
n,request for waiver '1
patent rights
nt*,
1
?4*t that the Contractor has 1
to obtain suOhAualified subcontractor,
terminStiOW.'provision hereinafter set
!Aye 16)!
Ter or *Odi
fait,
deemed' to
pd the Coiit
vole stivooro
ter the date of receipt'
4p,of'Said requirement,?!
? wilting such request,
? by the -Govern-
1 receive a written
this contract
? gists and ObligaqV
Oftions of the.
'16r .the convenience
4.11 a' it
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;NSURANCE-LIABILITY TO. THIRD PERSONS (ASPR 7-203.22 &FPI 7-403.22)
(a) The Contractor s4all procure and thereafter maintain workmenrs
compensation; employeriAC1./abilityi. 664Prehepeive general liability
(bodily injult4y) and comprehensive AutoOparlealability (bodily injury .
and property damage) ineurance, utith respeot:to performan e under this
contract, and eudh othe1,1 surande ap;th?O4trecting Officer may
from time to time. requ.$43* M. roaspettuNd4arroximanoe under this
oontraet; proviktedti Mit*. eMota ratet016. in rafillment of its
obligati on to prbotir* . fiOrkkeeth a 6penlatQ.auranoe may, with the
approval otAth0;001itrOtingOrticer and. ' t.to statutory authority,
maintain a selfLinsurendeprOgram All t Ands requtted pursuant
to the provision of 'this Paragraph ah411 In such form, in such
amounts; and -for such periods of time ee the.00ntracting Officer may'
from time to time require or approve, and withinsul-ers approved by
///1
/ (t)illeud%ntoh:;::;gfC0);=, Witil:ar:rnicerretnnirtt gt11%;:1714iplin:1,1 !Tcsh
/ rate constitute* approval within the meaning of this. clause.
_
(b) The Contractor agreed-, to the extdnt and in the manner re-
quired by the COntraeting Officer, to subMO:lor the approval of Con-
tracting Of other insurance maintained by the Contractor in
connection with the performance of this 004traWand for which the
contractor seeks reiMburiement hereunder*, '
(c) The' Contractor shall be-reimbursed (i) for the portion
allocable to this contraCt Of the reasonable-. 'coat of insurance as
required or approved pursuant to the provisions of this clause, and
(ii) for liabilities to third persons for 40es or for damage to property
(other than property (A)-Owned.-ocoupied pr..41,4 by the Contractor or'
rented 't o the, Q.040. : t ., in . the .. yi, or control or the
. .. ,
Contractor)40r:1 -ail - Mutated by insur-
ance or othirW48 -t,', :-csf this contract,. .
whether or not _ t;nligli tt ctraDtor, its agents
servants or. entPl Asu0h, .-k _ -atio representild by
final judgments.* ate '' alsPrOV4d71,1 itri,ting by the Government;
and-expenses 140 ltalpiltt x?t liabilities .(I)
for which the Cd4 '441.5w'-' '.-anclr the eXPredd
terms .q. the olaWt vir-any,..??Oti in the Sahddule., or
(II) vath-respeW ntraOttirItts., -led to insure as require'
or Maintain inturendis4W., P*ed by Coititradt4ngtfficer or (III) which
results from willful Medd t,or,laek of:good,faith on the part of any
of its managers, aupapta*tepdentai, or other equivalent representatives,
who have supervisidn Or AltidivtiOn of 0411114:rPrYaubstantially all of
tne Contractor's. blAineinti, Or (2) all or .
tractor's operatiO at fly plant or
this contract in
tantially all of the Con-
location in which
40ate and complete major
rtomance of this con-
restridt the r46bV.or the Contractor
Sot inturaneftai*eined by the Contractor
006Mhoe of thig .664%*tiet," other than in-
ti,011 for appr011tl:?0r required to be procured
e.7
00.s. or (.3)-4,
ind*strial operitl 4tion with the
tract. The forego
to be reimbursed Alp_
In connection withzt6
surance required tp:
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'end maintained pursuant to the provisions of this clause, provicid
such cost would constitute Allowable Coste=w4der the clause of Lnis
contract ntitled "A.110able Cost 'and Paymentn,.
L
(d) The Contractor shall give ?the Overnment or its representa-
tives immediate notice of any suit or action filed, or prompt notice
any olaiM made, against the Contractor arising out of the perfcrm-
e- of this Contract' the cost and expense of which may be reimburse-
e to the, COntrittotOr under the provisionc qf, ,this contract, and the ,
risk of %..zhich is than uninsured or in whtet the amount claimed exceedk
, the amount of's' 00verage,o. The Contractor shall furnish ininediatel,, to
the Government oopilea of .all pertinent papers received by the Contr?icFtc.:.
If the aradunt of the liability claimed exceeds the amount o' ccvera.t;e',
the Contractor shall 'authorize representatives of the Government 4-1
collaborate with counsel for the insaranci carrier, if any, in sett:Ai-4:
or defending such claim. If the 'liability is not insured or covered
by bond* the Contractor shall, if required by the Government, authorize ?
representatiyes of tte? Gover,nment to settle. or defend any such zlaixri lane
-to-rePresent'Ar*COnrrebtor in or take charge of any litivation ir 4e...
nection therewith; proviel$46, r?at, the ...,I,Lras.,tov may, at its
own expease,. be associated with the representatives of the ,lovernment in
the settlement or, defense or any such claim or litigation.
i5. AUTEORIZATION AND. 9ONSENT ? (ASPR 9-102.2 AFPI 7-403.23)
The Government hereby gives its authorization and consent 2or
all use and manufacture of any patented invention of the performance
of this contract or any part hereof or any amendment heret, or any
subcontract hereunder. (including any lower-tier subcontract).
SECRET
17 -
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FILING OF PATENT APPIICATION8 (A8PR 9.-104 AFPI 7-404.3)
?
(a). 'Bator, filing or qausing to be filed a patent appli-
cation die4IReins any sUbjfet NAAter'de this oontraoV,.which
slibjeot matter' j?Classified "Seoret! or higher, the Contractor
shallteiting Abe ,thirty.(30) day provision below, transmit the
proposed 414449.101dito the Oentracting Ott oor for determina-
tion whether, for ,reaeons of nationel securitr; such applica-
tion shoUld'belaa4ed'under an order of seoreoy or sealed in
a000rdanee with the Provisions -6f 35 Th 8: Code 181-188 or the
issuance of a patent should be otherwise delayed under perti-
nent statutes ormegulations; and the Contraotor shall observe
any inttructions of the Contraoting Officer with respeot to
the manner of delivery of the patent application to the U. S.
Patent Office for filing, but the Contractor shall not be denied
the right to file suoh patent application. If the Contracting
Officer shall not have given any such instructions within thirty
(30) days from the date of mailing or other transmittal of the
proposed application, the Contractor may file the application.
(b) .The Contraotor shall furnish to the Contracting
Offioeri at the time of or prior to the time when the Contractor
files or ?autos Who filed a patent application disclosing any
subjelt setter or Oda contract, whieh subjeot matter is classi-
fied "Odtkiidentills;'t eopy of such applioation for determination
whether? br TIA .4 .0 nationii.*Ourity; such application
should 116116,04d ...or an ardor of.seproey or the issuanoe of a
patent ahnUld, be 'Otherwise delayed under pertinent statutes or
regulation,.
, ,. ? - . ,
(0) Inmu* *it patent iiiiilitOlion coming within the '
500p4 df.thils:04M41,4 the COntraCtgri 1 obaerve all appli-
oablie sourity r.1*t4ons ee4arizg betransmission of olassi-
fled sUbjeet matter;
20. REPORTINO OF RO7ALTIS8 (ASPR ?4103 AFFI 7404.4)
The provisiOns of this clause. shall be applicable only:
if the amount of the contract is in excess of-$50,000.
- (a) Tho Contractor shall reporti.n writing (in quadru-
plioate) to the qopt acting Officer: soOn as praotioable
after irkedUtiOnet tbh.ContrfetAible r or not any royalAiiis
?
al
,
' , r
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SECRET
n excess of $250 have been paid or Are to be paid by ths
Contractor dirsotly to any person Or firm in connection
withthe performance of this contraet. If royalties in
excess of $250 have been paid Or are to be paid to any
porsOn Or,firm?he:report shall include the following
itemm Of information with respect to suoh.royalties (includ-
Ang the initial $250):
(1) The name and address of each lioensor to
whom royalties in excess of $250 have been paid or are
to be paid,
(2) The patent.numhers, patent application
serial numbers (with filing dates), or other identifica-
tion of the basis for such royaltiosi
(3), The manner of Computing the royalties con-
sisting of (i) a brief identification of each royalty-beal-ing
unit or procese, (ii) the total amount of royalties, and
the percentage tate or dollars and cents amount of royalties
on each such unit or process, provided that if the royalties
cannot be cmmputed in terms of units oz' dollars and cents
valUe4 then other data showing the manner in which the Con-
tractor oomputes the royalties..
(b) In lieu of furnishing a report under paragraph (a),
the Contractor may furnish a single, consolidated report for
each acCOunting p4r#41 or the Contractor during which the
Contractor has-contraCts-with the Government, provided the
Contraotor hat requested and obtained the prior written
approval of the Contracting Officer. Such consolidated re-
ports shall be,furnishedo when the furnishing thereof has
been apprOodi-ia the numbet, of 00piiiYas approved, as soon
as practicable after the olose of th* accounting period
Covered :by the, re rt4 Such a:dist/004W report shall De
904J444400 :I.tbrtontriOtORS7410iblished accounting
'?priiitiOCAthittibitTliflAludes.for the actooUnting, period, thc,
total amount of royalties accruing to each licensor at a
rate in excess. of' grigoo per annum on the Contractor's over-
all business4 tOgothar with. (i) the name and address of each
such ths. patent nuMberS4' patent application
serial nimbi:ors-.(with-filing dates), or: other identification.
'4
jp0,4041
:r 19 ".
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of the basis for such royalties, (iii) a brief description
of the _subject matter of the license under which royalties
are charge4i -(4), the percentage rate .or unit amount, or if
the royalties do not accrue by rate Or unit amount, such
other data showing,the marner lry which the rgyaities ac.onlek
to licensor, and (v) an estimate or approximation (without
detailed aabounting) of the portion Ot. such royalties that
may be attributable to Government 004011000 The Contractor
shall, Af.reqUeetWby the Governmen? Nrhishat Government
expense a more detailed alloastion or-euch royalty payments'
attributable to Government contraOte.
(a) 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 6 letter stating whether
or not the request le approved arid, notwithstanding any such
approval, the Contracting Officer 413411 have the right to
question any auch subsequently furniehed report as to aocuraoy
or completeneed of data and to ask for additional information
The Contricitor shall furnish a copy Of such letter of approval
to thl ContraatingOffiver administering this contract.
(d). After payment of eighty per pent (80%) of the amount
of thim cantreat, as from time to time &mended, further payment
shall be' withheld until a reserve of either (i) ten per cent
(10%) Of euah amonnt.or $5,0002: whiahever is less, shall
have been set,asidei such reserve or the balance thereof to be
;retained until t* Contractor mihall have furnished to the Com-,
treating 9rfide'r the report ?ailed f4r by paragraph (a) hirer
of the dopy. Of the letter apprgying the Contraotorla request
to furniah the report under paragraph (b); provided that .no
amount ehall continue to be withheld from payment for the cases
specified in this paragraph (d) if the Contraoting Officer shall
find that the Contractor has not been furnished a letter as re-
quired by paragraph (o) within a'reasonable time after making
written request to submit a single, consolidated report under
the provisions Of paragraph (I), of this clause; and provided' .
further that the Contracting Officer may, in his discretion, order
payment to be withheld in thm amount and manner above proviqed:
If the report *ailed for by paragraph (a) is unsatisfactory or.
the report ?ailed for by paragraph (b) is due but has not been
received, or if reeeived, Is found to be unsatisfactory. No amount
shall be withheld under this paragraph when the minimum amount'
speoified by this paragraph is being withheld under other provi-
sions of this bantract. The Withholding of any amount or subsequent
payment thersof.ft.thos Contraotor shall not be construed as a waive]
of any right anoruing to the Government under this contract.
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DATA-UNLIMITED (AS? R 9-203.1 ? MIDI
(a) The term "Subject Data" as used herein include t1r 9,
yv.).uhd recordin8s, pictorial ,reproductions, drawinGs or
epresentations, and works of any simhar nature (whether c-,r nt
Ihi.hted) which Are specified to be delivered under this c)r:7_ract.. tre
:term -does not include ginancial reports, cost analysfis ,ther
1forMati n incidental to contract administration.
(b). 81.4.bject to.the proviso of (c) below, the (lovernment may
UplioateiOisep and disclose in any manner and for any TAIrpose what-
and have others so do all Subject Data delivered under this
ContraCt4.:.provided also that the Contfactor may obtain a copyright
On material produced by it or its personnel working under this conT.
traCit
Co) TO' Contractor agrees to and does hereby grant tc the
(lovernment, and to its officers, agents-, and employees acting
tLe scope of their official duties, a royalty-free, non-exusive and
irrevocable license throughout the world, to publish, t.ranslate, re-
Oroduce, deliver, perform, dispose of and to authorize otl-.ers
do, all SUNect Data now or. hereafter covered 1:51- copyrlEht; F=0,0V:DED
that with respect to suoh Subject Data not originated in the performance
of this Contract but which is ?Incorporated in the work ;:urrls!--led under
this contract but which is incorporated in the work furnished under
thiA contract such license shall be only to the extent thut the Con-
trattor, Its employees, or any individual or concern specifically
employed or :assigned by. the Contractor to originate and prepare such
Data under this contract, now has, or prior to completion or final
settlement of this contract may acquire the right to ..j.ant.such
tl-
cense .without becoming liable to pay compensation to others solely
because. of suoh .grant:
?
? ?
(d). The Gontraotor shall exert all reasonable effort to advise
the Contracting Cfficer4". at the time tirdeliiet7y df the Subject Data
furnished under bhis oontract, of all invasions of the right of
privacy contained therein and of 411 portions of such Data opied from
work, not composed or produced in the performance of this contract and
n'Dt licensed under this clause.
(e) The Contractor 81611 report to the Contracting Of ricer,
promptly and in reasonable writtenAptail, each notice or claim of
copyright infringement received by the Contractor with reppect to all
Subject Data delivered under.this.contragt4 ?
(f) Nothing contained in this clause ahall imply a license to
the Governmentlndr any patent or be construed 'as Affecting the scope
of any licenie or 'Other right otherwise granted to the Gov-!rnment under
any patent.- -
(g). The'Oontreetor shall hot affix Any.restrictive markings upon
any Subject Data, and if such markings are affixed, the Government Shall
have the ri6ht At arAy time to modifyl'removep, ooiiterate or .ignore any
such marking.;
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?
WALSH-HEALEY PUBLIC CONTRACTS AC". (ASPR 12-604 Al r!)
. ?
, ilkint2'act714 for the? xneanfadture or furnishinc, of materialls,
sOpplieal articles or equipment In an amellnt Wh1'71"!ceed
44o4Joo and is otherwise suject to the Weleh-Healy Public On-
tracts Acts as amended(41 U.S. Code 35-45), there are heet.y incorpo 8.7
ted::by reference all representations and stipulations required by sal
At' and regulations issued thereunder by the Secretary of Labor, such
'representations and stipulations being subject to all applicable null.
and interpretations of the Secretary of Labor which are now or may here-
after be in effect;
1RATUITIES (ASPR 74104.16 AFPI 7-404.9)
(a) The Government may, by written notice to the Contractor,
terminate the right of the Contractor to proceed ander this contract
if it. ie found, after notice and hearing, by the Secretary or his
duly authorized representative, that gratuities (in the for of
ettertainMent, gifts, or otherwise) were offered or given by the
Contractor, or any agent or representative of the Contractor, to any
officer or employee of the Government with a view toward securing a .
:contract or securing favorable treatment with respect tc the awarding
or amending, or the making of any determinations with respect to the
performing 014 such contract; provided, that the existence of the facts
upon which. the Secretary or his duly authorized representative makes
such findings shall be in issue and may be. reviewed in any competent
court.
(b) In the event this contract is terminated as provided in
-paragraph ,(a)hereof; the Government s.kiall be entitled (i) to Pursue
..;he. same remedies against the Contractor as it could pursue in the '
event of &breach. of. the contract by. tile Contractor, and (ii) as a
penalty In addition to any other damages to which it may be entitled'
bylaw, to exemplary damages in an amount (as determined by the Sec-
retary or his duly authorized representative) which shall b not less
.than three nor more than ten times the costs incurred, by the Contractor
In providing any such gratuitieg to any. such officer or employee.
(C) The rights and remedies of. the government provided in this
clause shall not be exclusive and are in addition to any other rights
and ? remedies provided ,by law or under,this contract.
FLIGHT RISK '(ASPR 71041 ? AFPT 7-404.10)
-(a) As used in this clause the term "Operation" includes tests
of' aircraft, tests of ?equipment and'accessories installed 'herein,
and the operation of any power plant installed therein, whethe or
not the aircraft is in motion during.the making 'of any such test or
operation of any sUoh power plant.
(b.) Notwithstanding the provisions Of paragraph Cr) of the
clause of this aontract.captiohed "Govetrnmont Property," the Oon
tractor shall be liable for loss and destrtotion of and damage to
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P81 B00879R000100140143-2
aircraft (including equipment and accesSortea installed therein);
to which the Government has title pursuant to the provisions
of this contract or .otherwise occurring in the coUrse gf opera-
tions of such aireraft conduoted by the CohtractOr in the
performandi of this contract Unless TOWN1011110..1 flying planes
in Ouch operationa cre furnished by thrOOVirnment or are -
approved in.writing'by-the Air Material Area Commander hiving
adminiattative responsibility tor th$070Cntraot4 or his r10.131
sentative'tp whi* ilUdh authority hakbeen 441egated. The pro-'
visions-oPthis010344 Shell tupereade any Provisions of appli
Oabld Air-YorcS'014040:Loations ittiofar 1100tieh specifications
relate tO 00024.0014te liability in 110nne4tion with suoh
operations*
? .(c) If prior to final acceptane4I4 the Government, any
aircraft; aslreferred to in paragraph (b), are lost, destroyed,
or damaged during suoh operation, and it the risk of such loss,
damage, or destruCtion is borne by the Government under para-
graph (f) of the clause hereof entitled "Government Property,"
the Government may terminate this contract with respeot to such
aircraft, or in case suoh aircraft is damaged, the Government
may require. the Contractor to restore suchaircraft to the .
condition in'which it was imediately prior to such danago.
If the Government terminates this-oontract with respect to
such airoraft, the Contractor shall deliver to the Government
at the pla0e at or frpm which such Operation is conducted
all or 84*.parte-orAluch aircraft 4.8:the Contracting Officer
may det1g410116: -1f-tbe Government rectUires the aircraft to be
restored as7aftWiiiid,an equitable adjustment shall be made
in the estimated cost and fixed-fee, if any, and in the time
required ror its pertormanceL and the Contract shall be modi-
fied,in writing abQrdtng1y
.4!
( d ) Any dis,1p4e that may aria Witl,Or the'provisions of
-t12444. 910,410...41A04(e&Aetermined tek?
hereof entItled ' .
wor `Turnithed' hereunder
25. INSPECITIO.N.-
are subjeilit te,"1 IWO 1On and, toot 0, Government. The
Contraotor will permit Gevernisent per,.s ''el free social; to
Ito propirq- to 1441011-sikoh ins tion Xt Vest and will furnish
the supPlies. '.'4004.titits anti es ibICtiOeded for this purpose
,
04 i# the claube
-23 -
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26% ALLOWABLE COST AND PAMENT
1 B00879R000100140143-2
(a) For the pirOrmanee of this dontratit, the Government aha21,.
-:pay to the Odintractor,the Coat theredf4dOtermined by the Ocntrattinv:
Otfieer to be allowable -in *mordant* with Part 3 of Seation XV of the -
Armed Services Procurement Regulation as in effeet On the date of thie
contract and the schedule .(hereinafter :referred to as 7Allowable,Cbst").
It being understood and agreed, without: limiting the generality of the
foregOing, the following shall be odnoidered as allowable items of cost
hereunder when incurred or paid by-the Contractor and wheh necessary and
required and ueed for the performance of the work hereunder:
(1) SalsrieR an4 Wg Expenditures by the Contractor for-
.
the salaries aicag.a of its personnel and borrowed Personnel directly
engaged in the performance of work .hereunder and properly allocable
*thereto including salaries and wages for Vacation and sick leave pay
of its personnel pursuant.to the astabliehod practice of the Contractor,
plus Federal and State social aeturity taxes paid by the Contractor -
and properly allocable to such salaries and wages: PROVIDED, HOWEVER,
That the premium portionof overtime wage payments shall be an allowable.
item of .cost hereunder only if and to the extent that the overtime work
for which such'paymente are made shall have been expressly authorized
in writing by the contracting officer;
.(2) Matp.]i $ryea. EXpenditurea-Py the Contractor: -
forAtucih matbrljl8, 4Upplies, Apparituel tooling, equipment, technical
book/rand menUale'fand other artidlesAinaluding processing and testing
thereof by others and. rental of apparatUisand equipment from others)
properly allocable Wperformande of t4eFork hereunder and for the
servides of othes'not reimbursed laidit'ArUbparagraph mi as are fetes-
sary for performante7-of Its undertakingvhereunder.
?
(3) GommUnicati n and 3hpping 1Xpenditures by the Contractor
necessary for fiFformanee o a?un or ikings hereunder for longdiatance
telephone calls telegrams', cablegrams, radiograms, postage freight,
express,'-And drayaget
. .
(4) .,:ntaft/6 Expenditures by the Contractor for transportation
.of the persons direCtly engaged in the performance of the work hereunder,
of pOtential periemnel brought to and from. Cambridge for interliewai of .
a new emplOyee. and Ails family brought to Cambridge, of an employee 'hired
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tempimpAd ga1lliec9etviga1/pp9i4jahRsemamsgaRtoo onto t9f2
rOTTI
which he entered the employment of the COntractor, and for moving costs of
a r1;14 employee and his family to Cambridge, and in the case of an employee
hired on a temporary basis to a place not more distant than that from whIct:
he entered the Contractor's employment;, plus., as provided in the Schedule,
either reasonable actual subsistence expenses or per diem: Provided, that
the expense for transportation hereunder by motor vehicle, other than commc:T.
carrier or rented automobile shall be reimbursed on the actual cost basis,
or, at the Contractor's option', on a mileage basis at'a rate not exceeding ?
eightA8) cente per mile Per vehicle., in lieu of the actual expenses of such
transportation. :Provided also that dubsiete400 or per diem shall be pro-
vided a not-emPlOyee.and each memb0 of .h14:f141HVonly if such employee
conies from -048i4 the Bolton area And only up to a Maximum of 30 days for
as many,day's:atvhe AAVtApillyhas notlohtitioned-t,Permanent residenoe, And
providedHfurther thet'110.4nOrVahall be allOVOConly half of the per diem rate
allowed adult 0104eragfAhe tamill. I0'.thOYOTtptthat the Contractor sets
up sites bUtelo* DamibridgeAemployeas required 140 mb*e'to such sites. for a
period 0 ()Air six months Shall be treated'ae)6ew-employees within the mean-
ing of this clause.'
?
(5). penditObha Contractol. representing
payment to subdontraeteirs fortorming any 000triot work hereunder.
. (14*ertdene4wned or Rented Eq4iiment-, . Expenditures by the
contractor hereindwror of Government-owned
or of rented equi0Oan4
. '
. (T)" Rt_Lraa.tngeme Ralooation. $0tWithatanding paragraph (m)
of the clause hereof entitled "Government Property," axpendItures by the
contractor for reartangement or relocation of facilities or plant sites
or for restoring such facilities or plant sites to.sUbstantially the
same condition, as-0401,,A0,a4ph rearrasotmenti,pr relo0ation: PROVIDED,
HOWEVER, That pit,IWAkir the !OttAtratiVOft,:41911:414 the benefit '
of such rearra.04664tatid4the 444rrabtor shall return to or
credit the Gdy,000Ww th the priltioa_pf.leht7teimbutsement by the Govern-
ment for ita eXpfriditOre:.therefor daterinitui.d--bynegotiatiOn between the
e contractOr and: the .cOntiteting officer to be fair and Proper.
,
,(8), OvCrbe thiCh amciAti'zitiora Contractor's overhead
costs determ1xie iiiacaordanoe with tharolaupe of the contraot entitled
"Negotiated Overhead,Rtte*"#.. r ?
,
(b) ContrafOr shall extciee due Ailit$000 to secure materials
,.,
and services at-the most adVantageous, pricesiMailablel having due regard
. : , -,
to quality, 4 A.,In c=,1 . ,k
.. ! ? 1 4,a4 1
' (0) 'Ont.Wili tV tt`riSreCtri rt?ale,' if approved ,
by the Contracting Okt4 the ()entreat !40bmIt to an authorized'
representative.ot-the 00 eating Offi ra atich form and reasonable
detail as suoh"ropreeineativie'mayHreqU rel aiel:nvoice or public voucher
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? ' .
- s'ip:;orth:sgra!ClitaalRfS8f2M/P38t aigiSLIRWELIIIPHZ@FAMP01401.1V-Zer?-?
formftnee of this contract. and claimed to constitute "Allowable Cost.1' .
Each statement of coat shall be certified by an officer or other respons-
ible official of the Contractor authorized by it to certify such statement,2-
(d) As promptly as may be practicable after receipt of each invoice
or voucher and statement of cost, the Government 'shall, except as hereinar?er
provided and subject to tho.,proviaiona of paragraph (e) below, make payment
.thereon as approved by the Contracting Officer. After payment of eighty (60),
per cent of the',40tal estimated cost of performance of this contract, as from
time to time ameride ''Arurther, payment on account of "Allowable Cost" shall be
withheld unti34're4 of Other (i.), Are. t , per cent of such total esti-
mated cost4, OVA whichever 'amotirit ,is less, shall have been 5dt :
acids, Ill* *MO ' t4orlkot iti , 10 retained until the execution
and daivitrry iteit0rA40,provided in paragraph '(f) ,
hereof4:;?'The 140tigli. . .
Oftitli is limited only by the ;
foregoing :reit .datelt II ? b' the Government in accordance
with Paragrep i bete :the Government sh 1 .pay promptly on a provisional
basiet', ?
(44' At inr'tims. Or times prior to final payment under this contract,
the Contraotint,Otriiier may. Cause to be made :such audit of the invoice or
vouchers and,'Itetesitotte,Vfl'otcst as Shall be deemed necessary. Each pay-
ment there tofare 11814* .111141 be dub Piet to ,D404110tion to the extent of amounts
included in the relitpd ipliaibe or, V011611011 AM. 'statement of cost which are
found by the Cpntritoting 'Officer on the basis of such units not to constitute
"Allowable Cost" end than also be subject tO reduction for overpayments or
to increase for " Underpayments on preceding invevicee or vouchers. On receipt
of the voucher or invoioe, designated by the Contractor as the "completion
vqucher" or "completion invoice" and statement of cost, which shall be sub-
mitted by the Contractor as promptly ad itiay be practicable following com-
pletion of th**oirek uncler ktAis contract but ,14,, no event later than one (11
year tor truth 1,Onseir,peried as the Contracting Officer may, in his discre-
tion, approSrd biarritineVtrOm. the date of Bubb. Oompletion, and following',
compliance by. t*494trsOdOltir"with eli provisions of this contract (includ-
ing, without litatiorti.,...provisions relating to patents and the provisions
of pars.' (f) and (g);of, this clause), the .Government shall as promptly as
may be 'practicable pay anir balance of "Allowable Cost".
(f) The Contractor shallvaxecute and deliver at the time of and as
a. condition precedent to final payment under this contract, a release
discharging the Governmentii its officer*, *multi, and employees of and
from all liabiX tA40*-.,obligitionsp and claims arising out of or under ;this
contract, subjab ;,..x.eeptiothit
'
where the eM41
eze4i
Ivor in estimated amounts
tement by the Contractor.
(2), dlaimir tagether with reasonable expenses incidental theret:'.
based upon ths.liabilities of the Contractor to third parties arising out of
the performance of the contract, which are not iclovin to the Contractor an
the date of the execution Of the release, and of which the Contractor
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yes n.,,tice In writing -tp the Contracting Officer not Hor-!
'after the da to of the relebse or the date of any n: cc
Contractor that the GovernMent is prepared to make final p6yment
-1"Is:earlier?
(3) Claims for, reimbursement of costs includinp reascnak.ls.:
eAncidental-theretoyincarted by thk:.Oontrmetor un,7:er 1. pr
:ofitheAontradt relating to patente4
0?tiii'd9nVractragrebe that any refunds, rebates, or cr9dita
nOludi4 any inSi*Otheieon) accruing to .orrecieived by th6 Cor,:-ac-
tor ,11,4i4n. arisivciutOtHthe,performanpe, Of this- contract and OD ac:c.ount
of which thai,CriteactOr'4as received'reimbUrsement shall epaid by
theCOntradtOr'te the loiertment. The. Contractor shall execute and.
del4Ver at the time cd. and as a condition precedent to f'-.l payment
under 'this cOntradt.. an assignment .to the Government of ref-In(:s, rebates,
or.,credito (including any interest thereon) arising out of the cerformane
of this contract, In form and ,.1..bstance satisfactor-e to Contr5ctltig
Officer. . Reasonable expenses Incurred by the Contractor for the purpose
oftecuring any such refunds, rebates or credits shall constitute
"A116wabie Cot " when approved by the Contracting Officer.
(h) Any. Coat incurred by the COntradtbr Under the terms of thils
contraetwhiCh,woUld constitute ", Allowable_Cost" under the provisions
of this clause' 01814 be Included in determining the -amount payable under
this contracti?notwithstendihg any provisions contained in the specifica-
tions or other docUments incorporated in this contract by reference,
designating servicesrto lie .performed or materials to be fnished by the
Contractor at 'its expense or without cost,,tO the Government.
?
27. ?STGNMEN2 pRomaitt6
Neither thiscontracti nor any intereet therein, nor any claim .
arising:hereunder; Shall :be transferred or 'assigned by the Con,,ractor
to any other person. ?
28.. TERMINATION FOR THE CONVENIENCE OF THE 'GOVERNMENT
(a.) The.tleVtorhande:.0f-work under thib contract nr be termin9tejl,
In whOle 0; ft,0:m ti10010 to time in parti-by_the Government whenever fori
any reason the CofitraOting Officer ahall determine that such terminatin
is in the best Interest, of the GOVernmeht. Termination of. work here-:
Under,sh4411m *ffedtsilyAlAslivcry.tvt40090ntractor.of a Notice of 1
Termination 'specifying the extent t? whicliperformance of work under f
the contract is terminated and the datcupOn-which such termination
comes effectim,
?
(b) After roet of tile rf-0:10"0" nf Termlrnfinn
shall cancel its outstanding commitments hereunder covering. the
procurement Of:materialsisupplies, equipment and miscellaneous item,S
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Jr. addition the Contr...ctor shall exeroise all reasonable riili,,"ence tc-
acciarlish the cancellation or diversion of its outstabdir..: c7,mm1tmente;
c.'0_vering personal aervices and extending beyond the date of such
termination to the extent that they relate t'.0 the perfcrman,le of Any .
war% terminated by the notiCe.- With respect:to such cancelled commitments
the Contractor agrees to ('i) settle all outstanding liabilities and all. '
Oaths. arising out of such cancellation of Commitments, with the approval
r,ratificatiOn:of the Contracting Officer4',U:the extent he may reciUire
otl'aPPrortral or ratification ehall be fin41f:tor all purposes of this,-'
clause, and (ii) assign to the Government, ift.the manner, at the tirle'sp,
arld. to the extent directed by the Contracting Officer, ail of the right,'
'le and interest of the Contractor Under the Orders and '')1.1bcOntracts-
- t.,erminaed? in which COB6 the Government 'shall have the right; in its
cretion, to settle or pay any or all claims. arisirg. ol.it of the terming,-
t.:_bn of such order* gpit eubOontriCete.
,
(o) Th $ OontractOr shall.submit its tertinatiOn .r.:1Mr-, to the Con-
tracting Officer promptly after receipt of a Notice of Termination, butt
1. no event later than two years from the effective date tereof, aaleclis
Of more eitensions th writing are granted by the CantraotinE Officer'
.;:-Jori written reqUest of the Contractor within such two year period or
aut'brized extension thereof. 7pon failugostior the Contractor to submit
termi,puttom..tiatm- Within. the t3me allOWed; the Contracti.ng Officer
1Etirm1ne, irk?the bis Of information
- 'nv. thc-Cntracor oy reaon of the Termination and shtill
,upon pay to the. .Contractor the amount ESQ determined.
(d) Any.deterMination Cf.costs under paragraph (0) shall be goverred
the cost pr1nCiple4 SettOnth in paragra04-11.06 of Section VIII Of the
Armed Service's PrOcursmen#44golation'i ae-t KOrteCt On the date .of this
contract:
(e) ' Subject to the ,provisions of para'graph (c) above, the Contrc-
Y'c
.
and the Contracting Offiber may agree upon the whole or any part of
e amount or amounts to be paid to the .Contrabtor by reason of the
terlination under this clauge, which amount or amounts may include any
reasonable cancellation charge S thereby incurred by the Contractor and
any reasonable losa upon outstanding commitmente.for personal serviCes
which it is unable ;to cancel; PROVIDED, however:, that in connectlon witti
4:Tly outstanding cbmmitments for personal convict's which the Contractdr
L ble: to canoel,.the Contractor shall have exercised reasonable
.1..,:ence.to divert such commitments to its other activities and operst!ons
,, such agree:rid:sit shall be embodied in an amendment' to this contract and
, e Contractor ahEill be.paid the -7reed ariount:. ?
i,1y1,1-31e Government its41.',.from time to timpai under such te:?Tis and
spieLl% gul?14,til=dpciitalagpalUtntososta roic11.11X1nby. i
tl-le ContraotOr in oonnaotlon with the terminated portion of this contrdet
weli.eri in tha opin1o4 or the Oontrketing Offi0er, the aggregate of
sl..M payments is?wiithin Ythe'p.nount td whech the Contractor will be en- I
'led hereunder, .It-thCt0tal of such pal.monte is in excess of the
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cunt finallY agreed or de?termined to be due tuader this ,-Ilause,
rzeo,t shis.11 be payable by the Contractor to 'the Govern.7.6rt upor. 'e
provided that if such excess is not so paid upon demand', interest
cr. shall be payable by.tbe. Contractor to theGovernment at the 1-E.--,te of
per annum, beginning 30 days from the date of such demand?
(g) The Oontractoio' agrees to transfer' title and deliver to the
Government,-. the.. manner, at the tithe and '40 the extent, if any,
directed ,by the Contraeting Officer, suOti.:10Ormation and items whio
if the contract had bee4oomp1eteds., wouldihtleve been . required to be
furnished to the Governmet*inclUdini -(11' Oathpleted or partially
completed .Plans, drawingt4 and informatio4 and (it) materials or
equipthent prodUefed, or in process Or stOquirede, in conneotion with the
perfortance9444e,igli0)410:ratinated by the. 4114itit$. Other than the ahoy
any terrainatiok 41,:y0tRtyrdisulting 'troth. th4 ',ters.anati on of the contra
may, with the7wrii4,4;apPrOvel of the COntrLaCting. Officer; be sold or
couired by the Cantractor under the conditions prescribed by and at a
price or prices approved by the Contracting Of floor. The proceeds of
B1 y suoh,dispOaXtion aPPliedi.i reduction of 'any payments to f)e
made by the .GOvernment 'to, the Contractor .1,inder this contract or shall
otherwise be credited to the pries or. cost of woric - covered by this cc
tract or paid- in?stich ,ottttar manner as r.,f0.94traoting Officer' may dire
?Rena?infr,finallAilimailf141..-OrpropiertY .a [sing from the termination, t
Contractor agriaia,-to take Bich action ns- ill,/b sahe
Otricer.may direct for the proteotion and prEse-rvati on of the
property related to this. contract which is in the posression of the
?:2-.ritractor and in. which the Government has or lay,. acquire an interest.
(h) Any dial:Altos ,as to questions of-fleet:which may arise hereunder
shall be subject to the: "Disput4s" ?lease tof,4this oontract.
2. GOVERNMENT -PROPERri
(a) The Government Shall deliver to the Contractor, for use in
conneotiofl. with and undOith0 terms cif thiS??.4Ontro.bt; the property des-
crtbed in this contract;. together with sueh related data and information
as the Contraotor may request and as may reasonably be. required for the
Intended use of such property (hereinafter referred to as "Government-
forni.shed Property"). The deliver), or perforManoe dates for the sup-Ntlies
or serv.lces to be furnished by the Contractor under this contract are -
based' upon the expectation that Government';-furnished Property suitable
for use will te 'delivered .to the Contraotor at the times stated In tht? '
Schedule of this contract .0r, ? if ?not so stated; in sufficient time to
elable the Contlisotor? to meet such delivery or performance dates. In
the event that GOvernmanWurnished Pr'pertY is not dellisered to the
f
Contrdotor by such time or times, the ontracting Officer shall, upon
timely written- request. thedic.by the Con raotor, mske a determination Of
the delay gcasine
Od
. ? ntractqr an4 shall equitably adjust the
eptimated eti fix
,,1 ' 1014,0Trgtr2.,' ' 'reanesi dates,. or bothi
and . *thy. 6ther.1,00110
. ' Itifahs -islalah delay: In the.
... #
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)1i7,ent-T:that theGovernmenti.furnished Property is received b the Cool-
::1;rtOr in a condition not suitable for the intended use, 'the cazit-.-actic
. ,-
pot receipt thereof, notify the Contracting Officer of s17_
and-, as directedby the Contracting Officer, either (1) retcrn
, .
.ttrperty at the GovernOlerWa? expense or otherwise dl pose of suci,
T-470)..f!rtY,- Or '(ii) effect retpaira or modifications,, Upon completicin .of
-.(i)Onjii) above the Contracting Officer upon timely written request
. P
'0:41.0ContraSvOrshkgi:71K4it0ably adjust IfWestimated cost, or delivery
,
rmanpv40.40;74i both, arid' anii-.0ther :conticeettsi
-affeCtedby:.thereturnl. elspOsittun, repair or modification. The -for
?, ? ?
:170i'.alona for adjustment are exclusive and the Government shall, not te
711able.-.tOeuit,f9r.A;ireteh of Contract by reason. of,any delay in deliV ry
.of GoVerninent=4tunathed Property ? or '..014yery -:tz)f!:,Atioh property in a
.dtinditiOn not suitable: in:4..1- tp's intended use.
?
The'dOvernMett may 'deliver to the Contractor love-nment-furnish:
ProPArty in addition to that set forth in the contraCt. Upon .7,J'h
delver y this oohtract my be amended, if appropriate., tc
HeToTtable adjustment in ita terms and provisions. .
. ?
(c) Title to all property furnished by the Governmenf shall rePln
the Government... Title to all property gurchased by tht,
f*or the 03t of which the Contraotor is to be reimbursed
ef...!69t? under this contract, sh?11 pass to and vest !!: th
deliverY of such proprty by the vendor. Titl
tTie cost of which Js t(' be relmbursed the ,7",or'rfr
contract, shall pass to anc' the Crover (1)
1e of property in the .?)arformerce of thi8 (ii)
nencemnt of proceseing.or use of such property in the performance of
_ttLip or. .(iii) reimbursement of the cost thereof by the Govern-
ment, Whichers.first 0OCUrs, All GOvernmentAfUrnished Pronerty, to-
7ether with all property acquired by the Contractor, title to which vests
In the GovernMept.under:this paragraphj'?are, bloOt.to the provisions
of this. alayi ank.are'heke0after Collfett* suOXy:.referred to as "Goverit-
ment Property". ? -
0
(1).. Title t? the.00Vernment property shall not be affected by the
Incorporation Or Attachmirit thereof to any prOperty not owned by the
Qoveronmenti nor a11 si411'40vernment propeety.;:O1 any part thereof, be
or 1:,esome a fixture Or.Iost'its identity as personalty by rrason of
affixation to any.realtre
(e) The Government property provided or furnished pursi:ant to the
tr-s. Iftj contract shall, unless otcrwise Provided herir ar6 except
!ray be oterwise aoproved by the OonVracting Officer, be IlAed only for
'A performance of this contract.
(f) The Contractor shall maintain and administer in accordance with
s:1-1 business practice 4 program f6r the'MaintenancC Tepair, protection
cnJ preservation of Oovernment'property so Wto assure its full avail- -
aUlity and usefulness for the peformance.ot this ..contracto The Con-
tractor shall take 'ell reasonable steps .to veomply with All arnrOpriate
directions or instrUctions which the Omtracting Officer may prescribe as
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9.
eoessary for the protect ST the Government nrontrI.
The provisions.of Part III,:Appsndix C, Armed Services
Protfrement'Regulationi .Manual for Control of Government P*:,pert;y in
POseeaelOnThf Non-Profit Research and Development Contrac*.crs, in
:.0'):'4#0WPttba date of this contract k are herein inco!rporated by r-IferencS"
aneL' de.alpart of this Contl,act. The Contractor agrees tr: :ornr wIt'h
1020n6. thtroof relatinf tO the. keeping .of propert77
1.(144Wication an4Markingi Aegregatlon end corardlinr,
Ori0 -and'eontrOl of sal*Age:Andsera , and t!ie COntrac-....or also
ec
ofArt
aceePt,8 th0;'4, Ponsibilities set 'forth in said art III with respect to '
GoVrilment. roperty. - f
e Contractor urees to make aVailable to'autborized represent
etIverfteC?titractirg-Offieer at all reasonable times at.the offide
of?theContraitOr all of its Property records under contract, and
access to any-premises where any of the Government property is:locrted.,
(1.)(I) The Contractor &7:al1 not be liible for any los of or da171
to the,qovernment.property, or for expensee'incidental 1;3 3uch Icyi;s or
damage., ocptpi..th4t: the Contractor shall be;-reeponsible for any such loss
or dam..e4?1,11,clilding expenses Incidental thereto)
? .?
(i) which results from willful Misconduct or lack
part of any of the Contractors directorsor officers
prt Of any of its manap,ers, sunerintendenta,..nr r..4f.1,;.T. 0,
resentativea, Ig,ho has supervision or direbtion of all or
all, of the Contraotor's business, or all or'Aubstantially
Contractor'.cperations at .any one prIblitilabAratory, or
lotaticn in whih this?contrapt is bang OlOtormed;
' ? '
f.vood '.'aith on
, ty3
substEcitiaily
ell of the
separate
.C?
(ii) whtch?u1ta frorn a,.faillirtv.Inthe part of the Contractor,.
due to the wi1,44,1siscondUct or la0kOf..40Wftith on the part of any
of its directoitWcifficars, or other retreSentatives mentioned in subi-
paragraph (5j 'b? (A) to maintain and-administer, in acaordance with
sound busiaeas practice, the protram for,maintenance, -nrotection
tnd preservation of government property as required by suaragraPh (f)
0011wii,or (B) to take all reasonable stspa:to comply with any alpropriate
written directions Or-the Contracting Officer under subnxiragraph (1) 4
Ormft.4 *
(iii fOr whick t pntractor As' 'Itherwise responsible under' t:hel
express term Qtth., Or olaUSes deSignated in the schedule;
,
t
(10 which, rsisult 4rom a risk exprbat4 required to be insured .
under some other p/40146idff.cif thin contrabt'i'but only to the extent of
the insurance so requitedtb be procured and maintained, op bo the ex-
tent of ?insurance aCtualky procured and maintained, whichever is gre8ter;
or
?
I
). which results .410, a risk which- iSAn fact ::overed by insurance
?;31.;0
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cr? ?forNhich the Contrsetol. is otherwise reimbursed, biat
spch..insurance or rel.--:rsement;'provided that, !r
. he eve exceptions ahall e lpplicale in any case,
iit,w)Aty:WIder any one_excectinn shall not be limited 1%.: an:r ot' .r
excePt4:Cil.:
?
(2) rhe Contractor sha,11 not be reimbursed for,.frd 1.11
'.1#-.6 an. item of overhead, the cost of insurance, or a p:-Dv1:3ion.
for.veSeriveovering the r'sk of loss of or danage 167i,rnmont
r.00-61):eltlept.t the extent tnat the Government .may lase reql,!red
thetTontrIkOilto carry such ir.....urance under .any 'Other nrovilen of
. .
this 'contract? :,-'
(.3) Upon:the happeniqg of loss or destruttion of or damsge'to the
GoVernMent property,- the Contractor shall notify the Contractinj Officer
thereof, and shall communicate with the LOSS and Salvare Or7anl'7.ationi
1,f any, now or hereafter d4s1.7nated by the Contractinr. Orcer,
wh
as.siSanbe or 'the Loss Salvage Organization sc jes- mted (unies2
Contrning? Officer has nated that no sudh OrgEr i,i.'7F)
rn7doyed), shall take all reasonable steps to 'protect theAnovernment
nroperty from further damage, separate the damaged and
,rient property, put all the Toverhment property in the bestpcqsible order,
and PurniFlb to the Contraeilnr 'f:ficer a statement of:
(i) TI:te lost, deAtroyed.and damaged Government pr.cpe:-ty,
(ii) The time and origin of the loss, destruction or d&P',F%gas
(iii) All known. Intpr-ts u rzgied.proPertT of which the
rament property is a part; and
4
(IV) The:insuranc4', ifliny, covering any part of or interest in
such commingled'property4
p,
The Contractor plan make-rePaira teld:ren0V-E4iOns of the damaged
Government property or take such-other eCtiois the Contracting Officer
,5irects,
0,0 In he event the Contractor is Iridemnified rei-M,:rsel, or
ctberwise tompensated.for any loss or destruction of or damaf.le to the
Government property, 'it el7lall use the orocAeds to repair, renovate or
ireplace the Government prAperty Involvedor:Ohall credit s'Ich. proceeds
against the coat of the work cOvered by the;contract',L or shal:L otherwi,e1
reimburse the government, as directed by tlie Contracting Officer. The ,
Contractor:shall dO_nothpg to prejudice the',Q0vernment's rtght to
recover against :third pOges for any *1,14 14*,. destructl.or or damsge.
and, upon thereciutetl:tfr'Contracting Oftip#: shall, at the .Goer
iner."8 expenselcfurnish . the GoVernment all'ittisonable Ansatt(nce aid
rtooperation (including asSistance In the prOsecution of suit and the
execution of instruments of iissignt in faircir of the Covernment) in
ott,aining recovery
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in thP event any aircraft are ta'be'
lcy,s or destructIon-of.? or dame
Pc'oPert.o.Pou'rrinfi, tr.1 AtInnw
will be roverned.bythe,:c
,o. the tent ciaus
ye:NI/tient.. Property 814911
Ich Peri:Od-o1; time as
unless 44e, 'Qontraltin
Governinent.. 4449,1k. pr4,41T.It
Cer mey.:4ir:eCftAath respe
-property,. ./n'any such instance
eh an &lid taVii) p.djtt9 tnient in t
) Upon completion or eroiration of hi
otvact1 any
roperty which has not been consumed
he. erformance.-of ?
act-[Or which has not been disposed of as 'ht);,ciarifer
sub,. 17:1'.6iPh (1) of this clause, or for which the COntractor..has not",..;
oterwise I.,een relieved of resoonsibilitY# shall be .dispo3ed of .in, the
ameYmanneri, and subjeCt to the Same procedUres, as is provided th
...,)bP'aragrap1i (g) of the clause of this contraet, entitled "Terliiinn't
for-the ConvenienCe of the Government" with respect to termination
Inventdry. The proceeds of any such disposition shala be anplied in
reduction of any payments to '.Tiade by the 'Government to the Contractor
qnder thle contreot,.. or shall otherwise be Credited td_tne cost of the?
rk coversd,by:this Contract, or shall be paid in'such other manner as
.the Contracting Officer'may dire-A. Pending final disposition of such -
.-roperty, the Contractor agrees totake such action as may- 1-)e necessary,_
QP as the Contracting Officer may Jirect,...for the Protection and preserve-
- ' thereof._
f the Contrao Officer determth'eg. that he intereata
Verhment require removal of any Governm:ent Property, or if the-
.
ntractor determines any-O-rernment property, to be in excsess of .its
,-ds. under this contract', 131,1&-, Government ?PrOperty shall te dispbsed
of in the same- manner as provided by. subparagraph (k) .In the.
that the Contractihg OffIcer reggireelthe removal of anL7 Gave n-
rOperty under this subnar&graph (1) OV,SUbPsregrenh (k) abov
tlie, Contractor of slAch re0y41 and of any prop
'''aeioned thereby ihS,11 constitute an'.411014ablk, cost her
) iTnleas otherwise provided herein, be:tiovernmentshall not
under an7 duty or obligation to rest6re or rehabilifpf,.: ,a
costs of the restoration -or rcl.,alailltation'of the ,Contractor's
,Portion thereof which Is affecte bY t,h-eremoval.of any.
Government property'.
Cr') DireatiOns otthe Contracting-Offlopr And 00mmun1rtatiOns-o
the Contractor' 'Isitued pdieuant to ,thfs.alaUkiiha4 be in writing.,'
ctor
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30;: MILITARY SECURITY REQUIREYENTS
(a) The provisions of this clause shall apply to the extent that,t :
ntract involves access to information classified under Military Securit:.
ammnt (a):Jhe-prOvtsion of this clanie 'shall apply to the extent
his con, 'Ot involves access to information classified "ConfidentJa
ng dential-Nodified liandLing.4 ihoriLed" or higher.
GdOtrernment shall notify.the.-
ibn 6t this pOntraot and the
reVisiow in .such sec%rrity
Itaqutrement.Checklist (DD Porm 25.
rector of the secur
Thereof, and of
Catiori,. by, the Use
(c) To the extent the Government hasidloated as of the date of
, s cantraet., or thereafter indicatOsii $.0.4*Ity Classification linder
tbls contract as provided in pararraph '(b) above, the Contractor,'eXcept
ks otherOso prOvided in this claueei ihaIliafeguard all classified
-
elements of this contract and shall provide aid maintain a system of
security controls within its own organizatiOn'in accordance with the
requirements of (i) the Department of DefitonSe Indus tri al Security
XanuaL for Safeguarding Classified Security Information as in effeot
on the datefof. this contract, which manual is hereby incorporated by
reference and made apart of tlAs contraot; and ,(ii) any faeflaments to
id manual required by the demands of natibnal securit:,; 'es ,etermined'
1); the .vernment and made after the date of,this contract, notice of
..1.11ch has been furnished to the contractor by the OontrctIn Officer.
(d), Peaignated representatives of thel0Vernment responsible for
inapection pertainins.to industrial Sedurity.ahall have the right to
1.-iiSPeet'-at-reispriable. intervals the proCeditramethods6 and facilities
utilized .by the .Gontractor'in.ComplyIng witTiCthe requ1/4ements'of the
terms and conditions of this clause.. Ilhoul4Cthe Government, through its
authorized representative-, deterrline that the Contfacior .nas not oom--
oiled with such. requirements the Governmentapall inform the Contrictor
in writing of the proper actions to be takepin'order to effect corn-
nuance with sUoh requirements!,
(0)'. : In the .event a .change i!.041.tir 'manta e provided, in
-naragraPhs (11) 'Ad .(0,4 resulttAtOnis, ' eqin.the security class4
,Afication Of this 0Ontraot or any eleMent't rdorfrom a non-olasSified
-status to a classified Statue or frbm a lower:edassificntion.to a h!gher
classification, or (ii) in more restrictive area controls titan previoualy
required, -the Contraotor shall exert every reasonable effort cpripotitli
with its established policies to continue the performance of work urder
contract in complience with such change in security ClassificatIon,
or requirements: If, dadpite sllch reasonable,efforts, the Contractor
? determines that the continuation of work 444erthils. pontract is not
practicable bedeurie of Stich change In tit Classification or req:wire
mentek it.shall4o'ntettrthe OontraettngOtriCer in writing.
? ,
? ?
4
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(f) -After'lleeiving such written notification, the Contractin
'Officer shall explore the circumstances eurrounding the proposed
in security classification or requirements and shall endeavor to work
out a mutually satisfactory method whereby the Contractor can continue
performance of the'lwork under this contract. .
. (g) '1.4,:upte3 the expiration of fifteen (15) days after receipt
by the.Oontrgifiting Officer of such written notification, (i) the ap-
pli..Cation,,,.A0-kais. contract of ouch change in security classification
or requirenenta_b4.4WOOln withdrawn, op.(ii).s. mutually satisfactory
method fOr*IntinutnsIserformance of wOrk. Under this contract has not
been ,004i treater May requeat.the .Contracting Officer
to P4'. An whole.or 1,wopiii, Thereupon, the Ccn-
tao1ng Oftr. Wrminato t-ilvelint*Itt,in whole or part, as may
beHatvrOPiit termination shsai i; deemed a termination under
theprovilions'ef the limos of this contract entitled "Termination for
the-Convenien00 of the Government".
(h) The Contractor agrees to insert,. in all subcontracts here-
under whioh involve.atobeas to classified information, provisions which
shall conform substantially to the language of this clause, including
this paragraph (h), but excluding paragraphs (e), (f), and (g) of this
clause..
(i) The Contractor also agreed that it shall determine that a,ny
subcontractor proposed by it for.thefurnishing of supplies and serviceE,
which will involve &oboes to classified information in the Contractor
custody hapbeensTanted an appropriate facility security clearance wh1c'...1
itAtti4:40 r?4,:vicitor to Aping.4OOOrdedAtoceas.to such classified
, .
infOt*Sti f
31. NEG6TIA
7(1)" AlotwithitS'uting the'proviiionic.Ot the clause of this con4
tract enti4ed "Allowable Coat and Payment," -the allowable indirect.;
costs:under4.thii,eentriOtAhall be-obtained by applying negotiated tver-
head:ratesiAci,bseWftiple(6,upOn by t00-#411es,'as specified below.I
-
(b) Ther.Centractor, as soon as pOssible. but not later thltn s x
(6) months after the expiration of each -etiodePeoified in the:Sch dule,
cheli,44bil*,*rthis444Mbtactitig =too* egtell final overhead r te
or'.ratee for that ,perieit based on ithir s cost experience
during that peri$4,11*.ther wit-W*140e oetdata. Negotiatio of
ripo overhesCra444-4,110 ConP,A4A Contracting Officer shall
l!receipt Of the Contractor'
be -undertaken es pr iais preeti
,
Prpposai4: .
(0' Allowability Of costs and acceptability of cost allocated
?
methods hall be fieterifined in accor4en*With.AM,, Seotion XV, Part
5, as in oftoOkon g4,4c te of tilt) contrib.
?
611.
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BEST COPY
AVAILABLE
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rRelease2001/03/04 :
0100140143-2
Theisaults of sac negotiat1,91a.eb
hi8' 'cntractp, which shall sPOd (
th4 rates apply,.(ik
specific items treated
ilcusly agreed to be, direct,,-
,
ablig4meut of i,
t11 be reirnbursea,
fli o 0414' or til.tbi
tins (14r,f 4 414'6:PProPriate 0-
that pe 411 shed. . Vi ,Pl'eNt
menti the ravtaional'br.billing i**ten-
te, vlsed loYMI.ItueI:agreement, i"
'eithe,. 140
Any '
IS
itich re/4000 Of. negotiated provisional p
,pn*.
she,' be set forth in an amendment to this CC
ej fir 1 1'otf-.5
or whics the
oats or
or
NPV, V,
e final
, 'over or.
equest of
e y ,or prbspe
provided In
4
ntraot.
? (f) Any failulle by the parties to agree -On any fJrIbi rat
under this clalist Shall be considered a disp4te.concernin a q
fact for dediliOn by the Contraeting:Offider Within the eanin
. .
case cf this contract eiatJtled "Disputes%
Sag
-36-
raAp
ilnde
el the
otivol7+
the.-.3OhtiA;A
e
uest-1.7-11.f
F of tim
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