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Document Creation Date: 
December 9, 2016
Document Release Date: 
April 22, 1999
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PDF icon CIA-RDP81B00879R000100140143-2.pdf3.9 MB
Approved For Release 2001/03/04 : 000879R000100140143-2 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:, -17e- ? , 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, g'444 Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 Approved For Release 2001/03/04: Varr811300879R000100140143-2 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. f Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 Approved ForRelease2001/03/04 : CIA-RDP811300879R000100140143-2 SECRET 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? Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 FM (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 other costs and expenses of whatever nature for which reimbursement is claimed under the provisions of this contraebik The Contractor's accounting procedures andpreotices 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 Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 Approved For Release 2001/03/040EXDP81600879R000100140143-2 ,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, 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. ?? :g;IT Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 i ? . Approved For Release 2001/03/04 : C , 11300879R000100140143-2 (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. . . ,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 ; ? ? 6 - Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 ? Approved For Release 2001/03/0UCRODP81600879R000100140143-2 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, 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 7 - Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 ? ? Approved ForRelease2001/03/04 : CIA-RDP811300879R000100140143-2 SECRET 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 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, sti.e.10-11ealey Public ? 1 Er ' L- ...., Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 v *Approved For Release 2001/03/04 : CIA-RDP81600879R000100140143-2 SECRET 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,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 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... ? 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, 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: ? sErpritt Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 Approved For Release 2001/03/04 : 00tTRDP81600879R000100140143-2 ? 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. Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 Approved For elease 2001/93/04 rolkentfP81600879R000100140143-2 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'of 010 report, and not listed On a priorAnt4rWroport; Or Cerpifyirigthat there are no such unisported' -Inv414tiotil Vane Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 ? Approved For Rerease2001/03/04 : 81B00879R000100140143-2 ? (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 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, 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. Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 - roved For Release 2001/03/04 : CIA-14DP81600879R000100140143-2 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 Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 ow. S4 Approved For Release 2001/03/04M . A.RDP81B00879R000100140143-2 (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,ptions of no less sebpe and ' Government in the Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 Approved For Release.2001/03/04 : Caa 1 B00879R000100140143-2 ? 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 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 Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 , Approved ForRelease2001/03/04 : Caff1B00879R000100140143-2 ;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. ' 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: Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 Approved For Release 2001/03/04SECREpP81600879R000100140143-2 '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 - Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 SECRET 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 Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 Approved ForReleaSe2001/03/04 : CIA-RDP811300879R000100140143-2 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 ". Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 , Approved For Release 2001/03/040ErP81B00879R000100140143-2 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. Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 4ApprOved For Release 2001/03/04 S ,jr:DP81B00879R000100140143-2 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.; Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 # Approved For Release.2001/03/04 : CIA7RDP81B00879R000100140143-2 ? 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 Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 Approved For Release 2001/03/04 4 *if 4 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 - Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 ? Approved For Release 2001/03/04: Cl 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 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 Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 ? 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 Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 ? ' . - 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 Approved For Release 2001/03/04 :CIA-RDP81600879R000100140143-2 " Approved For Release 2001/03/04 : CIA-RDP81B0087bR000100140143-2 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 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 Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 Approved For Release 2001/03/0MRDP81600879R000100140143-2 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. 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 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.., 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 Approved For For Release 2001/03/04: CIA-RDP81600879R000100140143-2 Approved For Release 2001 f CIA-RDP811300879R000100140143-2 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??; 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. 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. ... # Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 ? , Approved For Release 2001/03/04S DP81600879R000100140143-2 )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, 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 Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 0-A.pprovedForRelease2001/03/04:CIA-RDP811300879R000100140143-2 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,, 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, 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 Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 Approved For Release 2001/03/ 4A-RDP81600879RD0010014014M cr? ?forNhich the Contrsetol. is otherwise reimbursed, biat 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 Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 oved For Release 2001/03/Ot1 E DP81600879R000100140143 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 Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 , Approved For Release 2001/03/04: CIA-RDF'81B00879R000100140143-2 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 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 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 Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 Approved FOrRelease2001/03/04 : CI414811300879R000100140143-2 (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 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. Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 BEST COPY AVAILABLE Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2 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 Approved For Release 2001/03/04: CIA-RDP81600879R000100140143-2