GENERAL PROVISIONS

• Document Type: CREST
• Collection: General CIA Records
• Document Number (FOIA) /ESDN (CREST): CIA-RDP81B00879R000100160064-8
• Release Decision: RIFPUB
• Original Classification: S
• Document Page Count: 36
• Document Creation Date: November 11, 2016
• Document Release Date: March 1, 1999
• Sequence Number: 64
• Content Type: REQ

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GENERAL PROVISIONS
1. DEFINITIONS (ASPR 7-103.1 AFPI 7-403.1)
As used throughout this contract, the following terms
have the meanings set forth below:
(a) The term "Secretary" means the Secretary, the
Under Secretary, or any Assistant Secretary of the Depart-
ment and the head or any assistant head of the executive
agency; and the term "his duly authorized representative"
means any person or persons or board (other than the Con-
tracting Officer) authorized to act for the Secretary.
(b) The term "Contracting Offtoer" means the person
executing this contract on behalf of the Government, and
any other officer 'or civilian employee who is a properly
designated Contracting Officer; and the term includes,
except as otherwise provided in this contract, the author-
ized representative of a Contracting Officer acting within
the limits of his authority.
(c) except as otherwise provided in this contract,
the term "subcontracts" includes purchase orders ander
this contract.
(d) (OTT 7-303.1) The term "contract work" means
all work to be performed under thil contract including
any studies coverine fundamental, theoretical, or experi-
mental investigRtions; any extension of the investigative
findinvs and theories of a scientific or tmcanial nature
into practical application; any tangible items tlereinofter
referred to as "supplies," furnished to the Government;
and any reports, data, comr)utetons, plans, drawings, and
specifications with respect to any of the foregoina.
2. CHANGES API 7-403-2) .
The Contracting. Officer may at any time by a written
order, make chances in or additions to the d'rawina and
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specifications, issue additional instructions, require
additional work within the general scope of the contract,
or change the place of delivery, method of shipment, or
the amount of Government-Furnished property. If any such
change causes an increase or decrease in the estimated
cost of, or the time required for performance of this
contract, or otherwise affects any other provision of this
contract, an equitable adjustment shall be made (i) in the
estimated cost or delivery schedule, or both, (ii) in the
amount of any fixed fee to be paid to the Contractor, and
(iii) in such other provisions of the contract as may be
no affeoted, and the contract shall be modified in writing
accordingly. Any claim by the Contractor for adjustment
under this clause 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 upon any such claim asserted
at any time prior to final payment under this contract.
Yailure to agree to any adjustment shall be a dispute
concerning a question of fact within the meaning of the
clause of this contract entitled "Disputes." However,
nothing in this olause shall excuse the Contractor from
proceeding with the contract as changed.
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Changes causing an increase or decrease of more than 4% in the
estimated cost of the contract shall require the agreement of the
Contractor.
3. LIMITATION OF COST (ASPR 7-203.3 AFP1 7-403.3)
(a) it is estimated that the total coat to the Government,
exclusive of any fixed fee, 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 perform the work
spocifiea in the Schedule and all obligations under this contract
within such estimated cost. If at any time the Contractor has
reason to believe that the costs which it expects to incur in the
performance of this contract in the next succeeding thirty (30) days,
when added to all costs previously incurred, will exceed eighty-five
percent (85%) of the estimated coat then set forth in the Schedule,
or if at any time, the Contractor has reason to believe that the
total cost to the Government, exolusive of any fixed fee, for the
performance of this contract will be substantially greater or lose
than the then eatimated cost thereof, the Contractor shall notify
the Contracting Officer in writing to that effect, giving its re-
vised estimate of such total cost for the performance of this
Contract.
(b) The Government shall not be obligated to reimburse the
Contractor for costs incurred in excess of the *Estimated cost set
forth in the Schedule and the Contractor shall not be obligated to
continue performance under the contract or to incur costs in excess
of the estimated cost set forth in the Schedule, unless and until
the Contracting Officer shall have notified the Contractor in
writing that such estimated cost has been increased and shall have
spooified in such notice a revised estimated cost which shall there-
upon constitute the estimated cost of performance of this contract.
Then and to the extent that the estimated cost set forth in the
Schedule has been increased, any cost incurred by the Contractor in
excess of such estimated cost prior to the increase in estimated
cost shall be allowable to the same extent as if such costs had
been incurred after such increase in estimated cost.
4. RiCORDS (ASPR 7-203.7 AFPI 7-403.7)
(a)(1) The Contractor agrees to maintain books, records, documents
and other evidence pertaining to the costs And expenses of this contract
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(hereinafter collectively called the "records") to the extent and in
such detail as will properly reflect all net oosts, direct and indirect
of labor, materials, equipment, supplies and services, and other costs
and expenses of whatever nature for which reimbursement is claimed under
the provisions of this contract. The Contractor's accounting procedures
and practices shall be subject to the approval of the Contracting Of-
Meer; provided, however, that no material change will be required to
be made in the Contractor's accounting procedures and practices if they
conform to generally accepted accounting practices and if the costs
properly applicable to this contract are readily asoertalmAble therefrom.
(2) The Contractor agrees to make available at the office of the
Contractor at all reasonable times during the period set forth in sub-
paragraph (4) below any of the records for inspection, audit or repro-
duction by an authorized representative of the Department.
(3) In the event the Contracting Officer or any of his duly author-
ized representatives determines that his audit of the amounts reimbursed
under this contract as transportation charges will be made at a plods
other than the office of the Contractor, the Contraotor agrees to de-
liver, with the reimbursement voucher oovering such charges or as may
be otherwise specified within two years after reimbursement of eharges
dovered by any such voucher, to such representttive as may be designated
for that purpose through the Contracting Officer such documentary evi-
dence in support of transportation costs as may be required by the
Contracting Officer or any of hi duly authorised Oapresentatives.
(4) accept for documentary evidence delivered to the Government
pursuant to subparagraph (3) above, the Contractor shall preserve and
make available its records for a period of six years (unless a longer
period of time is provided by spplleable statute) from the date of the
valuator or invoice submitted by the Contractor after the eompletion of
the work under the contract and designated by the Contractor as the
somplation voucher" or leompletion involoe or, in the event tibia
contract has been completely terminated, from the date of the tannin**.
tion settlement agreement; provided, however, the records which relate
to (A) appeals under the clause of this contract entitled "Disputes,"
(15) litigation or the settlement of olaima arising out of the perform..
anee of this contract, or (C) oosts or expenses of the contract as to
which. meeption has been taken by the Contrasting Officer or any of
his duly authorised representatives, shall be retained by the Contractor
until suoh appeals, litieation, claims, or exoeptions have been disposed
of, but in no event for less than the six-year period mentioned above.
(5) Exoept for documentary evidence delivered pursuant to sub-
paragraph (3). above, and the records described in the proviso of sub-
paragraph (4) above, the Contractor may in fulfillment of it. obliga-
tion to retain its records as required by this clause substitute
photographs, microphotographs or other authentic reproductions of
such records, after the expiration of two years following the last day
of the month of reimbursement to the Contractor of the invet6e or
voucher to whioh_suoh records relate, unless a shorter period is
authorized by the Contracting Officer with the concurrence of the
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Comptroller of the Contracting Government Agency or his authorized
representatives.
(6) The provisions of this paragraph (a), including this sub-
paragraph (6), shall be applicable to and included in eaoh subcontract
hereunder which is on a cost, cost-plus-a-fixed-fee, time-and-material
or labor-hour basis.
(b) The Contractor further aorees to include in each of his
subcontracts hereunder, other than those set forth in subparagraph
(e)(6) above, a provision to the effect that the subcontractor agrees
that the Contracting Officer or any of his duly authorized representa-
tives, shall, until thee xpiration of three years after final payment
under the subcontract, have access to and the right to examine any
directly pertinent books, documents, papers, and records of such subcon-
tractor involving transactions related to the subcontract. The term
"subcontract," as used in this paragraph (b) only excludes (i) purchase
orders not exceeding $1,000 and (ii) subcontracts or purchase orders
for public utility services at rates established for uniform applica-
bility to the general public.
5. SUBCONTRACTS (ASPR 7-203.8 AI-PI 7-403.8)
(a) The Contractor shall give advance notification to the Con-
tracting Officer of any proposed subcontract hereunder Which (i) is
on a cost or cost-plus-a-fixed-fee basis, or (I ) is on a fixed-price
basis exceeding in dollar amount either $25,000 or five percent (5%)
of the total estimated cost of this contract.
(b) The Contractor shall not, without the prior written consent
of the Contracting Officer, place any subcontract with (1) is on a
oost or cost-plus-a-fixed..fes basis, or (ii) is on a fixed-price basis
exceeding in dollar amount either $25,000 or five percent (5%) of the
total estimated cost of this contract, or (iii) provides for the
fabrication, purchase, rental, installation or other acquisition, of
any item of industrial facilities, or of special tooling, having a value
in excess of $5,0004 or (iv) is on a time and material or labor-hoar
basis in excess of an estimated cost of ;';5,000, or (v) involves re-
search and development work in excess of an estimated cost of 45,000.
The Contracting Officer may, in his discretion, ratify in writing any
such subcontract; such action shall constitute the consent of the
Contracting Officer as required by this paraoraph (b).
(0) The Contractor aorees that no subcontract placed under this
contract shall provide for payment on a cost-plus-a-percentage-of-
cost basis.
(d) The Contracting Officer may, in )cia discretion, specifically
approve in writino any of the provisions of a suboontoact. However,
such approval or the consent oo the Contractino ',)ffer obtained as
required by this cause shall not be construed to ecostitute a deter-
mination of the allowability of any cost under this contract, unless
such approval specifically provides that it conattutes a determina-
tion of the allowability of such cost.
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(e) The Contractor shall give the Contracting Officer immediate
notice in writing of any action or suit filed, and prompt notice of
any claim made against the Contractor by any subcontractor or vendor
which, in the opinion of the Contractor, may result in litigation,
related in any way to this contract with rospect to which the Con-
tractor may be entitled to reimbursement from the Government.
Cr) (AFPI - 7-203.8) The Contracting Officer may approve all
or part of the Contractor's purchasing system and from time tot ime
rescind or reinstate such approval. Such approval shall be deemed
to fulfil the requirements for obtaining the Contracting Officer's
consent to subcontract/di as prescribed in paragraph (b) above.
6. UTILIZATION OF SMALL BUSINESS CONCERNS (ASPR 7-104.14 AFPI 7.403.9)
(a) It is the policy of the Government as declared by the Cone
gress to bring about the greatest utilization of small business con-
oerns which is consistent with efficient production.
(b) The Contractor agrees to accomplish the maximum amount of
subcontracting to small business concerns that the Contractor finds
to be consistent with the efficient performance of this contract.
7. EXCUSABLE DLA Y3 ( PR 7-201611 ARP
A
7-303.10)
(a) The Contra tor shell not be default by reason of any failure
in performance of this contract in aaeardsnes with its terms (including
and failure by the Contractor to maks piogres. in the prosecution of
the work hereunder whieh endangers such performance) if sueh failure
arises out of causes beyond the control and without the fault or negli-
genoe of the Contractor. Such reuses tnclude, but arenot restricted
to: seta of God or of the public enemy; acts of the Government; fires;
floods, epidemics; quarantine restrictions; strikes; 'reight embargoes,
unusually severe weather; and failure of subcontractors to perform or
make prozress due to such causes, unless the Contracting Officer shall
have determined that the supplies or services to be furnished under the
subcontract were obtainable from other sources and shall have ordered
the Contractor in writing to procure such services or supplies from such
other sources, and the Contractor shall have failed reasonablp to comply
with such order. Upon request of the Contractor, the Contracting Officer
shall ascertain the facts and extent of such failure and, if he shall
determine that such failure was occasioned by any one or more Of the
said clauses* the delivery schedule shall be revised accordingly, subject
to the rights of the 'aovernment under the clause hereof entitled
"Termination".
(b) If the Contractor becomes unable to complete the contract
work and make delivery at the time specified in the Schedule because
of technical difficulties, notwithstanding the ems-re:tee of good faith
and diligent fforts in the performance of the work called for here-
under, it may give the Contracting Offlopr written notice of the
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anticipated default with reasons therefor. Such notice and reasons
shall be delivered not less than forty-five (45) days before the com-
pletion date specified in the Sohedule or within such time as the Con-
tracting Officer deems sufficient. If such notice is duly given, then
to the extent the interest of the Government makes an extenbion desira-
ble, and this contract shall then be modified in writing accordingly.
DISPUTES (ASPR 7-103.12 APPI 7-403.12)
Except as otherwise provided in this contract, any dispute con-
oerning a question of feet arising under this contract which is not
disposed of by agreement shall be decided by the Contracting Officer,
who shall reduce his decision to writing and mail or otherwise furnish
a copy thereof to the Contractor. Within 30 days from the date of
receipt of muoh copy, the Contractor may appeal by mailing or other-
wise furnishing to the Contracting Officer ? written appeal addressed
to the Secretary, and the decision of the Secretary or his duly au-
thorized representative for the hearing of such appeals shall, unless
determined by a court of competent jurisdiction to have been fraudu-
lent or capricious or arbitrary or so grossly erroneous as necessarily
to imply bad faith, or not supported by substantial evidence, be final
and conclusive; provided that, if no such appeal is taken, the decision
of the Contracting Officer shall be final and conclusive. In eonneetion
with any appeal proceeding under this clause, the Contractor shall be
afforded an opportunity to be heard an,7! to offer evidence in support.
of its appeal. Pending final deeisioy :pf a dispute hereunder, the
Contractor shall proceed diligently w- h the performance of the eon-
treat and in aceordanoe with the Cont' toting Officer's decision.
This clause shall be binding upon all .abcontraotors untl.er this con-
tract who shall be equally bound to a ,mit to the c10.7!ion of the
Contraeting Officer and the decision f the Secretr c;1.- his duly
authorised representative as above si 3ifiedi
9. NOTICE AND ASSISTANCE REGARDING MEI INAINGEMI
This provisions of this clause 81 I be app"
amount of this contract is in exoese ' 45,000.
(ASPR 9-104
APPI 7-404.13)
lable only if the
(a) The Contractor shall report co the C Aracting Officer,
promptly and in reasonable written detail, or notice or claim of
patent infringement based on the perfo, ence this contract of which
the Contractor has knowledge.
(b) In the event of litigation a ainf
of any claim of patent infringement ar sine
this contract or out of the use of any sup,
services performed hereunder, the Contract
Government, upon request, all evidence and
of the Contractor pertaining to such litig-
information shall be furnished at the expe
?opt in those cases in which the Contract
the Government against the claim beini; as
the Government on account
ut of the performance of
los furnished or work or
shall furnish to the
_nformation in poFsession
;ion. Such evidence and
te of the Government ex-
has agreed to indemnify
rted.
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10. BUY AMBRICAN ACT (ASPR 7-103.14 AFPI 7-403.14)
The Contractor agrees that there will be delivered
under this contract only such unmanufactured articles,
materials and supplies (which term "article, materials,
and supplies" is hereinafter referred to in this clause
as "supplies") as have been mined or produced in the
United States, and only such manufactured supplies as
have been manufactured in the United States substantially
all from supplies mined, produced, or manufactured, as
the case may be, in the United States. Pursuant to the
Buy American Act (41 U.S. Code 10a-d), the foregoing pro-
vision shall not apply (1) with respect to supplies ex-
cepted by the Seoretary from the application of that Act,
(ii) with respect to supplies for use outside the United
States, or (iii) with respect to the supplies to be dc..
livered under this contract which are of a class or kind
determined by the Secretary or his duly authorised repri..
sentative not to be mined, produced, or manufactured, as
the ease may be, in the United States in sufficient and
reasonably available commercial quantities and of a
satisfactory quality, or (iv) with respect to such supplies,
from which the supplies to be delivered under this Contract
are manufactures, as are of a class or kind determined by
the Secretary or his duly authorised representative not to
be mined, produced, or manufactured, as the case may be,
in the United States in sufficient and reasonably available
commeroial quantities and of a satisfactory quality: Provided,
That this exception (iv) shall not permit delivery of supplies
manufactured outside the United States if such supplies are
manufactured in the United States in sufficient and reason..
ably available commeroial qualities and of a satisfactory
quality.
11. CONVICT LABOR (ASFR 12-203 APFI 7-403.15)
In connection with the performance of work under this
contract, the Contractor agrees not to employ any person
undergoing sentence of imprisonment at hard labor.
12. EIGHT-HOUR LAW OF 1912 (ASPR 12-303.1 AFPI 7-403.16)
This eontraott to the extent that it is of a character
specified in the Eight-Hour Law of 1912 as amended (40 U.S.
Code 324-.326 and is not covered by the Walme-Healey Public
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Contracts Act (41 U.S. Code 35-45), is subject to the follow.
ing provisions and exceptions of said Sight.Rour Law of 1912
as amended, and to all other provisions and oxooptions of said
law:
No laborer or mechanic doing any part of the work contem-
plated by this contrast, in the employ of the Contractor or
any subcontractor contrasting for any part of the said work,
shall be roquired or permitted to work more than eight hours
in any one calendar day upon such work, exespt upon the eon.
dition that compensation is paid to such laborer or mechanic
in accordance with the provisions of this clause. The wages
of every such laborer and mechanic employed by the Contractor
or any subcontractor engaged in the performance of this oon.
tract shall be computed on a basic day ratio of sight hours per
day' and work in excess of sight hours per day is permitted
only upon the oondition that every such laborer and mechanic
shall be componsated for all hours worked in excess of eight
hour's per day at not less than ono and one-half times the basic
rate of pay. Por each violation of the requirements of this
clause a penalty of five dollars shall be imposed upon the Con.
tractor for each such laborer or mechanic for every calendar
day in which such employee is required or permitted to labor
more than eight hours upon said work without receiving compen-
sation semputod in accordance with this elauso and all penal-
ties thus imposed shall be withheld for the use and benefit of
the Government.
13. NONDISCRIMINATION IN NMPLOY)IENT (ASPR 12.802 APPI 7.403.17)
(a) In connection with the performance of work under this
contract, the Contractor agrees not to discriminate against
any employee or applicant for employment because of race, reli-
gion, color, or national origin. The aforesaid provision shall
include, but not be limited to, the following: employment, up-
grading, demotion, or transfer; recruitment or recruitment adver-
tising; layoff or termination; rates of pay or other forms of
compensation; and solootion for training, including apprentice-
ship. The Contractor agrees to post hereafter in conspicuous
places, available for employees and applicants for employment,
notices to be provided by the Contracting Officer setting forth
the provisions of the nondiscrimination olause.
(b) The Contractor further agrees to insert the foregoing
provision in all subcontracts hereunder, except subcontracts
for standard commercial supplies or raw materials.
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14. OFFICIALS NOT TO BENEFIT (ASPR 7-103.19 AFPI 7-403.18)
No member of or delegate to Congress, or resident oommiasioner,
shall be admitted to any share or part of this contract, or to any
benefit that may arise therefrom; but this provision shall not be
construed to extend to this contract if made with a corporation for
its general benefit.
15. COVENANT AGAINST CONTINGENT PEES (ASPR 7-103.20 Akin 7-403.19)
The Contractor warrants that no person or selling agency has
been employed or retained to solicit or secure this contract upon
an agreement or understanding for a commission, percentage, broker-
age, or contingent fee, excepting bona fide employees or bona fide
established commercial or selling agencies maintained by the Con-
tractor for the purpose of securing business. For breach or viola-
tion of this warranty the Government shall have the right to annul
this contract without liability or in its discretion to deduct from
the contract price or consideration the full amount of such oommis-
elan, percentage, brokerage or contingent fee.
16. PATENT RI,IHTS (ASPR 9-107 AFFI 7-403.20)
(a) As used in this clause, the following terms shall have the
meanings set forth below:
(i) The term "Subject Invention" means any invention, im-
provement or discovery (whether or not patentable) conceived or first
actually reduced to practice either (A) in the performance of the
experimental, developmental, or research work called for or required
under this contract, or (B) in the performance of any experimental,
developmental, or research work relating to the subject matter of
this contract which was done upon an understanding in writing that a
contract would be awarded; provided that the term "Sutjeot Invention"
shall not include any invention which is specifically identified and
listed in the Schedule for the purpose of excluding it from the
license granted by this clause.
(ii) The term "Technical Personnel" means any person
employed by or working under contract with the Contractor (other than
a subcontractor whose responsibilities with respect to rights accruinf
to the Government in inventions arising under subcontracts are set
forth in paragraphs (g), (h), and (1) of this clause) who, by reason
of the nature of his duties in connection with the performance of
this contract, would reasonably be expected to make Inventions.
(iii) The terms "subcontract" and subcontractor" mean any
subcontract or subcontractor of the Contractor, an any lower-tier
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subcontract or subcontractor under this contract.
(b)(1) The Contractor agrees to and does hereby grant to the
Government an irrevocable, nonexolusive, nontransferable, and royalty-
free license to practice, and cause to be practiced by or for the Unite
States Government throughout the world, each Subject Invention in the
manufacture, use and disposition according to law, of any article or
material, and in the use of any method. No lioense granted herein she)
convey any right to the Government to manufaoture, have manufaetured,
or use any Subject Invention for the purpose of providing services or
supplies to tho general public in competition with the Contractor or
the Contractor's esommercial lieensees in the licensed fields.
(2) With respect to:
(i) any Subject Invention made by other than Teehmieal
Personneli
(ii) any Subject Invention conceived prior to, but first
actually reduced to practice in the course of, and of the experimental,
developmental, or research work specified in (a)(i) above; and
(ill) the practice of any Subject Invention in foreign
countries, tho obligation of the Contractor to grant a license as
provided in (b)(1) above, to convey title as provided in (d)(ii)(B)
or (d)(iv) below, and to convey foreign rights as provided in (e)
below, shall be limited to the extent of the Contractor's right to
grant the same without incurring any obligation to pay royalties or
other compensation to others solely on aecount of said grant.
Nothing contained in this Patent Rights clause shall be deemed to
grant any license under any invention other than a Subject Invention.
(o) The Contractor shall furnish to the Contracting Officer the
following information and reports concerning Subject Invention which
reasonably appears to be patentable'
(i) a written disclosure promptly after conoeption or
first actual reduction to praotiee of each such Invention together
with a written statement specifying whether or not a United States
patent application claiming the Invention has been or will be filed
by or on behalf of the Contractor;
(ii) interim reports, at least every twelve months
commencing with the date of this contract, each listing all such
Inventions oonceived or first actually reduced to practice more
than three months prior to the date of the report, and not listed
on a prior interim report, or certifying that there are no such
unreported Inventions; and
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(iii) prior to final settlement of this contract, a final
report listing all such Inventions including all those previously
listed in interim reports.
(d) In connection with each Subject Invention referred to in
(0)(i) above, the Contractor shall do the following*
(i) if the Contractor specifies that a United States
patent application claiming such Invention will be filed, the Con-
tractor shall file or cause to be filed such application in du*
form and time; however, if the Contractor, after having specified
that such an application would be filed, decides not to filo or
cause to be filed said application, the Contractor shall so notify
the Contracting Officer at the earliest practicable date and in
any event not later than eight months after first publication,
public use or sale.
(ii) if the Contractor speoifies that a United States
patent application claiming sueh Invention has not been filed and
will not be filed (or having specified that such an application
will be filed thereafter notifies the Contracting Officer to the
contrary), the Contractor shall:
(A) inform the Contracting Offioer in writing at the
earliest practicable date of any publication of such Invention
made by or known to the Contractor or, where applicable, of any
contemplated publication by the Contractor, stating the date and
identity of such publication or contemplated publication; and
(B) convey to the Government the Contractor's entire
right, title, and interest in such Invention by delivering to the
Contracting Officer upon written request such duly executed instru-
ments (prepared by the Government) of assignment and application,
and such other papers as are deemed necessary to vest in the
Government the Contractor's right, title and interest aforesaid,
and the right to apply for and prosecute patent applications cover-
ing such Invention throughout the world, subject, however, to the
right of the Contractor specified in (e) below to file foreign
applications, and subject further to the resorvation of a lc?.-
exclusive and royalty-free lioense to the Contractor (and to its
existing and future associated and affiliated companies, if any,
within the corporate structure of which the Contractor in a part
which license shall be assignable to the successor of that part
of the Contractor's business to which such Invention pertains;
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vad
(iii) the Contractor shall furnish promptly to the
Contracting Officer on request an irrevocable power of attorney
to inspect and make copies of each United States patent applica-
tion filed by or on behalf of the Contractor covering any such
Invention;
(iv) in the event the Contractor, or those other than
the Government deriving rights from the Contractor, elects not
to oontinue prosecution of any such United States patent appli-
cation filed by or on behalf of the Contractor, the Contractor
shall so notify the Contracting Officer not les o than sixty days
before the expiration of the response period and, upon written
request, deliver to the Contracting Officer such duly executed
instruments (prepared by the (lovernment) as are deemed necessary
to vest in the Government the Contractor's entire right, title,
and interest in such Invention and the application, subject to
the reservation as specified in (d)(ii) above; and
(v) the Contractor shall deliver to the Contracting
Officer duly executed instruments fully confirmatory of any license
rights herein agreed to be granted to the Government.
(e) The Contractor, or those other than the Government
deriving rights from the Contractor, shall have the exclusive
rights to file applications on Subject Inventions in each foreign
country withint
(i) nine months from the date s aorresponding United
States application is filed;
(ii) six months from the date peymission is granted to
file foreign applications where such filing had been prohibited
for security reasons; or
(IAA) such lon-er period as may be approved by the
Contracting ?Moor. The Contractor shall, upon written request
of the Contracting Officer, convey to the Government the Contrac-
tor's entire right, title, and interest in each Subject Invention
in each foreign country in which an application has not been filed
within the time above specified, subject to the reservation of a
non-exclusive and royalty-free license to tine Contractor together
with the right of the Contractor to grant sublicenses, which
license and riht shall be assignable to the successor of that
part of the Contractor's business to which the Subject Invention
pertains.
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(f) If the Contractor ,fails to deliver to the Contrasting
Officer the interim reports 'required by (o)(ii) above, or fails
to furnish the written disclosures for all Subject Inventions
required by (*)(i) above shown to be due in accordance with any
interim report delivered under (o)(ii) or otherwise known to be
urn' rted, there shall be withheld from payment until the Con-
shall have corrected suoh failures either ten per cent
f the amount of this cantraote_ts from time to time
enter c "(50%) o amount of this
or five thousand dollars 1$5,00, the ), whichever is less.
r payment of eighty p
contract, as from time to time nde44:p nt shall be withheld
until a reserve of either...Um-per Oen (1 of such amount, or
fire thousand dollars ($5,GOO)i *his less, shall have been
set aside, stash reserve or beianee thereof to be retained until
the Contractor shall ha.- fUrnished to the Contracting Offioer:
(I) the final report required by (c)(iii) above;
(ii) written disclosures for all ?Ubjest Inventions
required by (e)(i) above Which are shown to b. due in acoordanee
with interim reports delivered under (0)(ii) above or in accord-
*nee with such final reports or are otherwise 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
paragraph (f) shall not exceed ten per tent (10%) of the amount of
this contract or five thousand dollars ($5,000), whichever is less,
and no amount shall be withheld under this paragraph (f) when the
amount specified by this paragraph (f) is babil withheld under
other provisions of this contract. The wit ding of any amount
or subsequent payment thereof to the Contractor shall not be con*
struad as a waiver of any rights accruing to the Oovernment under
this contract. This paragraph (f) shall not be construed as re-
quiring the Contractor to withhold any amounts from a subcontractor
to enforce compliance with patent provisions of a subcontract.
(g) The Contractor shall exert all reasonable effort in
negotiating for the inclusion of this Patent Rights clause in any
subcontract hereunder of three thousand dollars ($3,000) or more
having experimental, developmental, or research work as one of its
purposes. In the event of refusal by a subcontractor to accept the
Patent Rights clause, the Contractor shall not proceed with the sub..
contract without written authorization of the Contracting Off leer,
and upon Obtaining such authorisation, shall cooperate with the
Government in the negotiation with such subcontractor of an accept-
able patent rights clause; provided, however, that the Contractor
shall in any event require the subcontractor to grant to the Govern-
ment patent rights under Subject Inventions of no less scope and
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on no less favorable terms than those whioh the Contractor
has ander such sUbcentraots, except that in no event shall the
subcontractor be required to grant to the Government patent rights
in excess of these herein agreed to be granted to the Government
by the Contractor.
(h) The Contractor shall, at the earliest practicable date,
notify the Contrasting Officer in writing of any subcontract con-
taining ? patent rights clause, furnish the Contracting Officer a
copy of such clause, and notify the Contracting Officer when such
subcontract is completed. It is understood that with respect to
such subcontract clause, the Government is a third party beneficiary,
and the Contractor hereby assigns to the Government all the rights
that the Contractor would have to enter** the suboontracter's
gations for the benefit of the Government with respect to SUbdoet
Inventions, The Contractor shall not be Obligated to enforce the
agreements of any subcontractor hereunder relating to Subject
Inventions.
(i) When the Contractor shows that it has been delayed in
the performance of this *entrust by reason of its inability to Obtain
in accordance with (g) above a suitable patent rights clause from a
qualified subcontractor for any item or service required under this
contract for whish the Contractor itself does not have available
facilities or qualified personnel, the Contractor's delivery dates
shall be extended for a period of time equal to the duration of such
delay; and, upon request of the Contractor, the Contracting Officer
shall determine to what extent, if any, an additional extension of
the delivery dates and an increase in *entrust prices based upon
additional cost incurred by such delay are proper under the
circumstances; and the *entrust shall be modified accordingly. If
the Contractor, after exerting all reasonable effort, is unable to
obtain a qualified subeontrastor as set forth above, the Contractor
may submit to the Contrasting Officer a written request for waiver
or modification of the requirement that a suitable patent rights
clause be included in the subcontract.
Such request shall specifically state that the Contractor has
used all reasonable effort to obtain such qualified subcontractor,
and shall cite the waiver or termination provision hereinafter set
forth. If, within thirty-five (35) days after the date of receipt
of such request for a waiver or modification of said requirement,
the Contracting Officer shall fail to deny in writing such request,
the requirement shall be deemed to have been waived by the Govern-
ment. If within such period the Contractor shall receive a written
denial of such request by the Contracting Off ioer, this contract
shall thereupon automatically terminate and the rights and obliga-
tions of the parties shall be governed by the provisions of the
clause of this contract providing for termination for the convenience
of the Government.
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17. INSURANCE-LIABILITY TO THIRD PERSONS (ASPR 7-203.22 APPI 7-403,22)
(a) The Contractor shall procure and thereafter maintain workmen's
compensation, employer's liability, comprehensive general liability
(bodily injury) and comprehensive automobile liability (bodily injury
and property damage) insurance, with respect to performance under this
contract, and such other insurance as the Contracting Officer may
from time to time require with respect to performance under this
contract; provided, that the Contractor in fulfillment of its
obligation to procure workmen's compensation insurance may, with the
approval of the Contracting Officer and pursuant to statutory authority,
maintain a self-insurance program. All ini.urance required pursuant
to the provisions of this paragraph shall be in such form, in such
amounts, and for such periods of time as the Contracting Officer may
from time to time require or approve, and with insurers approved by
the Contracting Officer. When an overhead rate is approved which in-
cludes charges for bonds, insurance pensions or retirement plans, such
rate constitutes approval within the meaning of this clause.
(b) The Contractor agrees, to the extent and in the manner re-
quired by the Contrasting Offiser, to submit for the approval of 'Con-
tracting Officer any other insurance maintained by the Contractor in
connection with the performance of this contract and for which the
Contractor seeks reimibursement hereunder.
(c) The Contractor shell be reimbursed: (i) for the portion
allocable to this contrast of the reasonable cost of insurance an
required or approved pursuant to the provisions of this clause, and
(ii) for liabilities to third persons for loss or for damage to property
(other than property (A) owned, occupied or used by the Contractor or
rented to the Contractor or (B) in the care, custody, or control of the
Contractor), or for death or bodily injury, not compensated by insur-
ance or otherwise, arising out of the performance of this contract,
whether or not caused by the negligenoe of the Contractor, its agents,
servants or employees, provided such liabilities are represented by
final judgments or by settlements approved in writing by the Government,
and expenses incidental to such liabilities, except liabilities (I)
for which the Contractor is otherwise responsible under the express
terms of the clause or clauses, if any, specified in the Soho:tale, or.
(II) with respect to which the Contractor has failed to insure as require4
or maintain insurance as approved by Contracting Officer or (III) which
results from willful misconduct or lack of good faith on the part of any
of its managers, superintendents, or other equivalent repres,ntttivea,
who have supervision or direction of (1) all or substantially all of
the Contractor's business, or (2) all or substantially all of the Con-
tractor's operations at any one plant or separate location in which
this contract is being performed, or (3) a separate and oomplate major
industrial operation in connection with the performance of this con-
tract. The foregoing shell not restrict the right of thF, Contractor
to be reimbursed for the cost of insurance maintained b7/ the Contractor
In connection with the performance of this contract, other than in-
surance required to be submitted for approval or required to be procured
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and maintained pursuant to the provisions of this clause, provided
such cost would constitute Allowable Costs under the clause of this
contract entitled "Allowable Cost and Payment".
(d) The Contractor shall give the Government or its representa-
tives immediate notice of any suit or action filed, or prompt notice
of any claim made, against the Contractor arising out of the perform-
&Me of this contract, the cost and expense of which may be reimbursa-
ble to the Contractor under the provisions of this oontract, and the
risk of which is then =insured or in which the amount claimed ',weeds
the amount of coverage. The Contractor shall furnish immediately to
the Government copies of all pertinent papers received by the Contractor.
If the amount of the liability olaimed exceeds the amount of coverage,
the Contractor shall authorise representatives of the Government to
eollaborato with counsel for the insurance carrier, if any, in settling
or defending such claim. If the liability is not insured or severed
by bond, the Contractor shall, if required by the Government, authorise
representatives of the Government to settle or defend any such claim and
to represent the Contractor in or take charge of any litigation in con-
nection therewith; provided, however, that the Contractor may, at its
own expense, be assooiated with the representatives of the Government in
the settlement or defense of any suoh claim or litigation.
18. AUTHORIZATION AND CONSENT (ASPR 9.402.2 APPI 7?403.23)
The Government hereby gives its authorisation and consent for
all use and manufacture of any patented invention of the performance
of this contrast or any part hereof or any amendment hereto or any
subcontract hereunder (inoluding any lower-tier subcontract).
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19. FILING OF PATENT APPLICATIONS (OPE 9.-1014. AFPI 7-404.3)
(a) Before filing or oausing to be filed a patent appli-
cation disolosing any subject matter of this contract, which
subject matter is classified "Secret" or higher', the Contractor
shall, citing the thirty (30) day provision below, transmit the
proposed application to the Contracting Officer for determina-
tion Whether, for reasons of national security, such applica-
tion should be placed under an order of secrecy or sealed in
accordance with the provisions of 35 U. S. Code 181-188 or the
issuance of a patent should be otherwise delayed under perti-
nent statutes or regulations; and the Contractor shall observe
any instructions of the Contracting Officer with respect 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 such 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 Oontraotor may file the application.
(b) The Contractor shall furnish to the Contracting
Officer, at the time of or prior to the time when the Contraekor.
files or causes to be filed a patent application disclosing any
subject matter of this contract, which subject matter is classi-
fied *Confidential", a copy of suoh application for determination
whether, for reasons of national security, suoh application
should be placed under an order of secrecy or the issuance of a
patent Should be otherwise delayed under pertinent statutes or
regulation.
(c) In filing may patent application coming within the
scope of this coleuses the Contractor shall observe all appli-
cable security regulations covering the transmission of classi-
fied subject matter.
20. REPORTING OF ROYALTIES (ASPR 9-103 AFFI 7-404.4)
The provisions of this clause shall be applicable only
if the amount of the oontract is in excess of 150,000.
(a) The Contractor shall report in writing (in quadru-
plicate) to the Contracting Officer as soon as practicable
after exeoution of this contract whether or not any royalties
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in excess of $250 have been paid or are to be paid by the
Contractor directly to any person or firm in connection
with the performance of this contract. If royalties in
excess of $250 have been paid or are to be paid to any
person or firm, the report shall include the following
items of information with respect to such royalties (includ-
ing the initial $250)1
(1) The name and address uf each licensor to
whom royalties in excess of $250 have been paid or are
to be paid,
(2) The patent numbers* patent application
serial numbers (with filing dates)* or other identifies..
tion ef the basis for such ?equities,
() The manner of computing the royalties con-
sisting of (1) a brief identification of each royalty-bearing
unit or process* (ii) the total amount of royalties* and (iii)
the peroentage rate or dollars and cents amount of royalties
on each such unit or process, provided that if the royalties
cannot be computed in terms of units or dollars and cents
value, then other data showing the manner in which the Con.*
tractor computes the royalties.
(b) In lieu of furnishing a report under paragraph (a),
the Contractor may furnish a single, consolidated report for
each accounting period of the Contractor during which the
Contraotor has contracts with the Government, provided the
Contractor has requested and obtained the prior written
approval of the Contracting Officer. Such consolidated re-
ports shall be furnished, when the furnishing thereof has
been approved, in the number of copies as approved, as soon
as practicable after the close of the accounting period
covered by the report. Such consolidated report shall be
made in accordance with Contractor's established accounting
practice and shall include, for the accounting period, the
total amount of royalties accruing to each licensor at a
rate in excess of 41,000 per annum on the Contractor's over-
all business, together with (i) the name and address of each
such licensor, (ii) the patent numbers, patent application
serial numbers (with filing dates), or other identification
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of the basis for such royalties, (iii) a brief description
of the subject matter of the license under which royalties
are charged, (iv) the percentage rate or unit amount, or if
the royalties do not accrue by rate or unit amount, such
other data Showing the manner by which the royalties accrue
to licensor, and (v) an estimate or approximation (without
detailed accounting) of the portion of such royalties that
may be attributable to Government contracts. The Contractor
shall, if requested by the Government, furnish at Government
expense a more detailed allocation of such royalty payments
attributable to Government oontracts.
(c) In the event that the Contractor requests written
approval to furnish consolidated reports under paragraph (b)
above, the Contracting Officer shall promptly consider the
request and furnish to the Contractor a letter stating whether
or not the request is approved and, notwithstanding any sudh
approval, the Contrasting ?Meer shall have the right to
question any such subsequently furnished report as to accuracy
or completeness of data and to ask for additional information.
The Contractor shall furnish a copy of such letter of approval
to the Contracting Officer administering this contract.
(d) After payment of eighty per sent f the mount
of this contralto as from time to time ther payment
be withheld until are vs f either (1 temper cent
of such amount or (1 whichever is less, shall
been set aside, sue serve r the baianoo thereof to be.
retained until the Contr to I have furnished to the Cone
traoting Offiser the report Galled for by paragraph (a) hereof
of the topy of the letter approving the Contractor's request
to furnith the report under paragraph (b); provided that no
amount Shall continue to be withheld from payment for the causes
specified in this paragraph (d) if the Contracting Officer shall
find that the Contractor has not been furnished a letter as ree
quired by paragraph (o) within a reasonable time after making
written request to submit a single, consolidated report under
the provisions of paragraph (b) of this clause; and provided
farther that the Contracting Officer may, in his discretion order
payment to be withheld in the amount and manner above provided
if the report coaled for by paragraph (a) is unsatisfactory or
the report called for by paragraph (b) is due but has not been
resolved, or if received, is found to be unsatisfactory. No &noun
shall be withheld under this paragraph when the minimum amount
specified by this paragraph is being withheld under other provie
'lions of this contract. The withholding of any amdunt or subseqme
payment thereof to the Contractor shall not be construed as a waix
of any right accruing to the Government under this contract.
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21. RIGHTS IN DATA..UNLIM1TED (ASPR 94..203.1 /UPI 7.404.5)
(a) The term "Subject Data" as used herein includes writings,
sound recordings, piotorial reproductions, drawings or other graphical
representations, and works of any similar nature (whether or not copy-
righted) which are speoified to be delivered under this contract. The
term does not include financial reports, cost analyses and other
information incidental to contract administration.
(b) Subject to the proviso of (o) below, the Government may
duplicate, use, and disclose in any manner and for any purpose what-
soever, and have others so do all Subject Data delivered under this
contract, provided also that the Contractor may obtain a copyright
on material produced by it or its personnel working under this con-
tract,
(c) The Contractor agrees to and does hereby grant to the
Government, and to its officers, agents, and employees eating within
the scope of their official duties, a royalty-free, non-exclusive and
irrevocable license througheat the world, to publish, translate, re-
produce, laeliver, perform, dispose of and to authorise others so to
do, all subject Data now or hereafter covered by eepyrightl PROVIDND
that with respect to such Subject Data not originated in the performance
of this contrast but Walsh is incorporated in the work furnished under
this contilt but which is incorporated in the work furnished under
this eontr t sucli license shall be only to the extent that the Cen..
tractor, its employees, or any individual or concern specifically
employed or assigned by the Contractor to originate and prepare such
Data under this contrast, now has, or prior to completion or final
settlement of this *entreat may acquire the right to grant such
sone* without beeoming liable to pay compensation to others solely
because of such grant.
(d) The Contractor shall exert all reasonable effort to advise
the Contracting Officer, at the time of delivery of the Subject Data
furnished under this oontraot, of all invaeions of the right ?I
privacy contained therein and of all portions of such Data copied from
work not composed or produced in the performance of this contract and
not licensed under this clause.
(*) The Contractor shall report to the Contracting Officer,
promptly and in reasonable writtenoketail, each notice or claim Of
copyright infringement received by the Contractor with respect to all
Subject Data delivered under this contract.
(f) Nothing contained in Vas clause shall imply a license to
the Government under any patent or be construed as affecting the scope
of any license or other right otherwise granted to the Government under
any patent.
(g) The Contractor shall not affix any restrictive markings upon
any Subject Data, and if such markings are affixed, the Government shall
have the right at any time to modify, remove, obliterate or ignore any
such marking.
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22. WALSR..HEALEY PUBLIC CONTRACTS ACT (ASPR 12-604 AFPI 7-404.8)
If this contract is for the maunfaoture or furnishing of materials,
supplies, artiolee or equipment in an amount which ?xceeds or may *s-
peed $10,000 and is otherwise subject to the Willsh-Realy Public Oon-
traots Acta as amended (41 U.S. Code 35-45), there are hereby inoorpora-
ted by reference all representations and stipulations required by said
Act and regulations issued thereunder by the Seoretary of Labor, such
representations and stipulations being subject to all applioable rulings
and interpretations of the Secretary of Libor which are now or may here-
after be in offset.
23. GRATUITIES (A3PR /4104.16 AFPI 7.404.9)
(a) The Government may, by written notice to the Contractor,
terminate the right of the Contractor to proceed under this contract
if it is found, after notice and hearing, by the Secretary or his
duly authorised representative, that gratuities (in the form of
entertainment, gifts, or otherwise) were offered or given by the
Contractor, or any agent or representative of the Contractor, to any
officer or employee of the Government with a view toward securing a
contract or securingifavorable treatment with respect to the awarding
or emending, or the Making of any determinatione with respect to the
performing of such contrast; provided, that the existence of the facts
upon which the Secretary or his duly authorised representative makes
suoh findings shall be in issue and may be reviewed in spy competent
court.
(b) In the event this contract is terminated as provided in
paragraph (a) hereof, the Government shall be entitled (i) to pursue
the same remedies against the Contractor as it could pursue in the
event of a breach of the contract by the Contractor, and (IA) as a
penalty in addition to any other damages to which it may be entitled
by law, to exemplary damages in an amount (as determined by the Seem.
rotary or his duly authorised representative) which shall be not less
than three nor more than ten times the costs incurred by the Contraotor
in proviOng any sueh gratuities to any gush officer or employee.
to) The rights and remedies of the Government provided in this
olause shall not be exclusive and are in addition to any other rights
and remedies provided by law or under thim contract.
24. FLIGHT RISE (ASPR 7-104.1 AFPI 7.404.10)
(a) As used in this clause the term "Operation" includes tests
of aircraft, tests of equipment and accessories installed therein,
and the operation of any power plant installed therein, whether or
not the aircraft is in motion during the making of any such test or
operation of any such power plant,
(b) Notwithstanding the provisions of paragraph (f) of the
clause of this contract captioned "Government Property," the Con-
tractor shall be liable for loss and destrtotion of and damage to
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aircraft (including equipment and accessories installed therein),
to which the Government has title pursuant to the provisions
of this contract or otherwise occurring in the course of opera.
tions of such aircraft conducted by the Contractor in the
performance of this oontract unless personnel flying planes
in such operations are furnished by the Government or are
approved in writing by ths Air Material Area Commander having
administrative responsibility for this contract, or his .repro.,
sentative to whom such authority has been delegated. The pro-
visions of this clause shall supersede any provisions of appli.*
cable Air Pores specifications insofar as such specifications
relate to Contractor's liability in connection with such
operations.
(s) If prior to final *sentence by the Government, any
aircraft, as referred to in paregraph (b), are lost, destroyed,
or damaged during sush operation, and if the risk of sueh lose,
damages or destruction is born* by the Government under para.,
graph (f) of the clause hereof entitled *Governmetit Property,*
ths Gevernment may terminate this contrast with respect to such
aircraft, or in ease such aircraft is damaged, the Government
may require the Oontrastor to restore suck aircraft to the
condition in which it VAS immediately prior to such damage.
If the Government terminates this *entreat with respect to
such aireraft, the Contractor *hall deliver to the Government
at the plass at or from which such operation is sonduoted
all or such parts of such aireraft as the Contracting Officer
mayliasignate. If the Government requires the aircraft to be
restored as aforesaid, an equitable adjustment shall be made
in the estimated cost and fizedisfee, if any, and in the time
required for its performance, and the contract shall be modi-
fied in writing aseordingly.
(d) Any dispute that may arise undar the provisions of
this clause shall be determined as provided in the clause
hereof entitled *Disputes.*
25. INSPROTION
5020,149408, material and workmanship furnished hereunder
are subject to inspection and test by the Government. The
Contractor will permit Government personnel free access to
its property to make suoh inspection and tetst and will furnish
the supplies, facilities and services needed for this purpose.
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26. ALLOWABLS COST AND PAYMENT
(a) For the performance of this contract, the Government shall
pay to the Contractor the coat thereof determined by the CoOkOmoting
Officer to be allowable in acoordanos with Part 3 of Section XV of the
Armed Serviees Procurement Regulation as in effect on the date of this
contract and the schedule (hereinafter referred to as "Allo,iclos Cost").
It being understood and agreed, without limiting the generality of the
foregoing, the following shall be considered as allowable items of ?oat
hereunder when incurred or paid by the Contractor and when necessary and
required and uaed for the performance of the work hereunder:
(1) Salaries and Wages. Expenditures by the Contractor for
the salaries and wages of its personnel and borrowed personnel directly
engaged in the performance of work hereunder and properly allocable
thereto including salaries and wages for vacation and sick leave pay
of its personnel pursuant to the established practise of the Contractor
plus Federal and State social soeurity taxes paid by the Contractor
and properly allocable to such salaries and wages: PROVIDED, HOWEVER,
That the premium portion of overtime wage payments shall be an allowable,
item of cost hereunder only if and to the extent that the overtime work
for which such payments are made shall have been expressly authorised
in writing by the oontrecting officer.
(2) Materials and Services. Expenditures by the Contractor
for such materials, supplies, apparatus, tooling, equipment, tschnioal
books and manuals, and other articles (including processing and testing
thereof by others and rental of apparatus and equipment from others)
properly allocable to performance of the work hereunder and for the
services of others not reimbursed under subparagraph (1), as are nevi'ssary for performance of its undertakings hereunder.
(3) Communication and Shipping. Expenditures by the Contractor gi
necessary for performance of its undertakings hereunder for lon6-distanea;
telephone oalls, telegrams, cablegrams, radiograms, postage, freight,
express, and drayage.
(4) Travel. Expenditures by the CoLtractor for transportation
of the persons directly engaged in the performanoe of the work hereunders;
of potential personnel brought to and from Cambridge for interviews, of ;
a new employee and his family brought to Cambridge, of an employ's hired;
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on a temporary basis returned to a place not more distant than that from
which he entered the employment of the .Contractor, and for moving costs of
a new 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 which
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 common
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
eight (8) cents per mile per vehiole, in lieu of the actual expenses of such
transportation. Provided also that sutsistenoe or per diem shall be pro-
vided a new employee and each member of his family only if such employee
comes from outside the Boston area and only up to a maximum of 30 days for
as many days as he actually has not obtained a permanent residence, and
provided further that minors shall be allowed only half of the per diem rate
allowed adult members of the family. In the event that the Contractor sets
up sites outside Cambridge, employees required to move to such sites for a
period of over six months shall be treated as new employees within the mean-
ing of this clause.
(5) Subcontracts. Expenditures by the Contractor representing
payment to subcontractors performing any contract work hereunder.
(6) GovernmenteOwned or Rented Equipment. Expenditures by the
contractor hereunder for protection and maintenance of Government-owned
or of rented equipment*
(7) Rearrangement or Relocation. Notwithstanding paragraph (m)
of the clause hereof entitled "Government Property," expenditures by the
contractor for rearrangement or relocation of facilities or plant sites
or for restoring such facilities or plant sites to substantially the
same condition as prior to such rearrangement or relocation: PROVIDED,
ROOMER, That in the event the contractor elects to retain the benefit
of such rearrangement or relocation, the contractor shell return to or
credit the Government with the portion of the reinfiursement by the Govern-
ment for its expenditure therefor determined by ne6ot1ation between the
contractor and the contracting officer to be fair and proper.
(8) Overhead. Such amounts representing Contractor's overhead
costs determined in accordance with the clause of the contract entitled
"Neotiated Overhead Rates".
(h) Contrf,etor shall exercise due diligence to secure materials
and servioes at the most advantaf:reous prices available, having due regard
to quality.
(c) Once each month (or at more frequent intervals, if approved
by the Contracting Officer) the Contractor nay submIt to an authorized
representative of the ContrectinE Officer, in such fern and reasonable
detail as such representative may require, an invoice or public voucher
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supported by a statement of cost incurred by Contractor in the per-
formance of this contrast and claimed to constitute "Allowable Cost'.
Bach statement of cost shall be certified by an officer or other respons*
ibis official of the Contractor authorised by it to certify such statements.
(d) As promptly as may be practicable after reoeipt of each invoice
or vouoher and statement of ?oat* the Government shall, except as hereinafter
provided and subject to the provisions of paragraph (e) below, make payment
thereon as approved by the Contracting Officer. After payment of eightv (84)
o the total estimated sost of performance of this contract, as from
withheld until a reserve of e one p.
Allotted cost, or Ciiit10.0041. whichever amount is less, shall nave been se%
. ?
?
_
am dalivary of a release by the Contractor as provided in paragraph 01
hereof. The Government's obligation to pay promptly is limited only by the
foregoing reserve and if an audit is desired by the Government in accordance
with paragraph (s) hereof, the Government shall pay promptly on a provisional
basis.
(e) At any time or times prior to final payment under this contract,
the Contracting Officer may **us* to b. made such audit of the invoice or
vouchers and statements of cost as shall be deemed necessary. Bash par-
sent theretofore nada Shall be aUbjeet to reduction to the extent of amounts
included in the related invoice or voucher and statement of cost which are
found by the Contrasting Officer an the basis of such units not to constitute
*Allowable Cost" and shall also be subject to reduction for overpayments or
to incr.*** for underpayments on preceding invoices or vouchers. On reeeipt
of the ?ember or invoice designated by the Contractor as the "completion
voucher" or *oompletion invoice" and statement of cost, which shall be sub-
mitted by the Contractor as promptly as may be practicable following cosi.
pletion of the work under this contract but in no event later than one (1)
year (or suoh longer period as the Contracting Officer may, in his diners-
tion, approve in writing) from the date of such completion, and fell
compliance by the Contractor with all provisions of this contract (=l-
ing, without limitation, 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 any balms* of "Allowable Cost*.
Cr) The Contractor shall execute and deliver at the time of and as
a ?audition precedent to final payment under this contract, a release
discharging the Government, its officers, agents, and employees of and
from all liabilities* obligations, and claims arising out of or under this
contract, subject only to the following exoeptionst
(1) Specified claims in stated amounts or in estimated amounts
where the amounts are not susceptible of exact statement by the Contractor.
(2) Claims, together with reasonable expenses incidental thereto
based upon the liabilities of the Contractor to third parties arising out of
the performanoe of the oontract, which are not known to the Contractor on
the date of the execution of the release, and of which the Contractor
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gives notice in writing to the Contracting Officer not mere than six (6)
years after the date of tho release or the date of any notice to the
Contractor that the Government is prepared to make final payment whish?
ever is earlier,
(3) Claims for reimbursement of soots including reasonable
expenses incidental thereto, incurred by the Contraotor under the pro."
visions of the contrast relating to patents,
(g) Tho Contractor agrees that any refunds, rebates, or credits
(including any interest thereon) accruing to or reeeived by the Centres?
tor which artse out of the performance of this contract and on account
of which the Contractor has ~sive(' reimbursement shall be paid by
the Contractor to the Government, The Contractor shall execute and
deliver at the time of and as a condition precedent to final payment
under this *entracte an assignment to the Government of refunds, rebates,
or credits (including any interest thereon) arising out of the performance
of this contract, in form and substance satisfeetory to the Contrasting
Officer. Reasonable expenses incurred by the Contractor for the purpose
of securing any such refunds, rebates or subedits shall constitute
"Allowable Cost" when approved by the Contrasting Officer.
(h) Any soot Warred by the Contractor under the terms of this
contrast whieh would sonstituts " Allowable Gest" under the provisions
of this elan** shall be included in determining the amount payable under
this ?entreat' notwithstanding any provisions contained in the specifiaes.
time or ether deft:meats incorporated in this 'entreat by reference,
desigmating services to be performed or materials to be furnished by the
Contractor at its expellees or without soot to the Government.
27. ASSIGNMENTS 10110113tTED
Neither this contract, nor any interest therein, nor any claim
sirloins hereunder, Shall be transferred or assigned by the Contractor
to any other person.
241. TERMINATION FOR THE CONVENIENCE OF THE GOVERNMENT
(a) The performanee of work under this contract may be terminated,
in whole or from time to time in part t by the Government whenever for
any reason the Contracting Officer shall determine that such termination
is in the best interests of the Government. Termination of work hero.
under shall be effected by delivery to the Contractor of a Natio* of
Termination specifying the extent to which performance of work under
the oontrast is terminated and the date upon which such termination be.
comes effective,
(b) After receipt of the Notice of Termination the Contractor
shall ounce' its outstanding commitments hereunder covering the
procurement of materials, supplies, equipment and miscellaneous items.
, "2.47.
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In addition the Contr-ctor shall exercise all reasonable diligence t*
aceomplish the cancellation or diversion of its outstanding commitments
covering personal services and extending beyond the date of such
termination to the extent that they relate to the performance of any
work terminated by the notice. With respect to such cancelled commitments
the Contractor agrees to (i) settle all outstanding liabilities and all
claims arising out of such cancellation of commitments, with the approval
or ratification of the Contracting Officer, to the extent he may require,
which approval or ratification shall be. final for all purposes of this
clause, and (ii) assign to the Government, in the manner, at the time,
and to the extent directed by the Contracting Officer, all of the right,
title and interest of the Contractor under the Orders and Subcontracts
so terminated, in which case the Government shall have the right, in its
discretion, to settle or pay any or all claims arising out of the termina*
tion of such orders and subcontracts.
(o) The Contractor shall submit its termination claim to the Con-
tracting Officer promptly after receipt of a Notice of Termination, but
in no event later than two years from the effective date thereof, unless
one or more extensions in writing are granted by the Contracting Officer
upon written request of the Contractor within such two year period or
authorised extension thereof. Upon failure of the Contractor to submit
its termination claim within the time allowed, the Contracting Officer
may determine, on the basis of information available to him, the amount,
if any, duo to the Contractor by reason of the Termination and shall
thereupon pay to the Contractor the amount so determined.
(d) Any determination of costs under paragraph (e) shall be governed
by the cost principles set forth in paragraph 8-406 of Section VIII of the
Armed Services Procurement Regulation, as in effect on the date of this
contract.
(e) Subject to the provisions of paragraph (c) above, the Contrac.
tor and the Contracting ?Moor may agree upon the whole or any part of
the amount or amounts to be paid to the Contractor by reason of the
termination under this clause, which amount or amounts may include any
reasonable cancellation Charges thereby incurred by the Contractor and
any reasonable loss uron outstanding commitments for personal services
whit it is unable to cancel; PROVIDED, however, that in oonnection with
any outstanding commitments for personal services which the Contractor
is unable to cancel, the Contractor shall have ,exercised reasonable
diligence to divert such commitments to its other activities and operationl
Any such agreement shall be embodied in an amendment to this contract and
the Contractor shall be paid the agreed amount.
(f) The Government sirs4 from time to time, Ander such terms and
conditions es it may prescribe, make partiR1 payments up to within
ninety (90%) percent of the estimated cost against costs incurred by
the Contractor in connection with the terminated portion of tie contract
whenever, in the opinion of the Contracting Officer, the aggregate of
such payments is within the amount to which the Contractor will be, en-
titled hereunder. If the total of s,:.01 neymente ir In ,,?xc of the
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amount finally agreed or detireined to be due under this clause, such
excise shall be payable by the Contractor to the Government upon demand,
provided that if such excess is not so paid upon demand, interest there"
on shall be payable by the Contractor to the Government at the rate of
6% per annum* beginning 30 days from the date of such demand.
(g) The Contractor agrees to transfer title and deliver to the
Government, in the manner, at the time and to the extent, if any,
directed by the Contracting Officer, such information and items which,
if the contract had been completed, would have been required to be
furnished to the Government, including (i) completed or partially
completed plans, drawings, and information, and (ii) materitils or
equipment produced or in precess or acquired in connection with the
performance of the work terminated by the notice. Other than the above
any termination inventory resulting from the termination of the contrast
may, with the written approval of the Contracting Officer, be sold or
acquired by the Contractor under the conditions prescribed by and at a
price or prices approved by the Contracting Officer, The proceeds of
any such disposition shall be applied in reduction of any payments to be
made by the Government to the Contractor under this contract or shall
otherwise be credited to the price or cost of work oovered by this eon.
treat or paid in such other manner as the Contracting Officer may direct.
Pending final disposition at property arising from the termination, the
Contractor agrees to take suoh aetion as may be neeeasary, or as the
Contracting Officer may direct for the protection and preservation of the
property related to this contract which is in the poseseion of the
Contractor and in which the Government has or may acquire an interest,
(h) Any disputes an to questions of fact which may arise hereunder
shall be subject to the "Disputes" *laves of this contract,
29. GOVERNMENT PROPERTY
(a) The Government shall deliver to the Contractor, for use in
connection with and under the terms of this contract, the property des.-
eribed in this contract, together with such related data and information
as the Contraetor may request end as may reasonably be required for the
Intended use of such property (hereinafter referred to as "Government.
furnished Property"), The delivery or performance dates for the supnlies
or services to be furnished by the Contractor under this contract are
based upon the expectation that Governmentfurnished Property suitable
for use will be delivered to the Contractor at the times stated in the
Schedule of this contract or, it not so stated, in sufficient time to
enable the Contractor to meet such delivery or performance dates. In
the event that Government-furnished Property is not delitared to the
Contractor by such time or times, the Contracting Officer shall, upon
timely written request made by the Contractor, make a determination of
the delay occasioned the Contractor and shall equitably adjust the
estimated cost, fixed fee* or delivery or performance dates, or both,
and any other contractual provisions affected by such delay. In the
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event that the Government-furnished Property is received by the Con-
tractor in a condition not suitable for the intended use, the Contractor
shall, upon receipt thereof, notify the Contracting Officer of such
fact and, as directed by the Contracting Officer, either (i) return such
property at the Government's expense or otherwise dispose of such
property, or (ii) effect repairs or modifications. Upon completion of
(i) or (ii) above, the Contrasting Officer upon timely written request
of the Contractor shall equitably adjust the estimated cost, or delivery
or performance dates, or both, and any other contractual provision
affected by the return, disposition, repair or modification. The foregoing
provisions for adjustment are exclusive and the Government shall not he
liable to suit for breach of contract by reason of any delay in delivery
of Government*furnished Property or delivery of such property in a
condition not suitable for its intended use,
(b) The Government may deliver to the Contractor Government-furnished
Property in addition to that set forth in the contraot. Upon such
delivery this contract may be **ended, if appropriate, to accomplish an
equitable adjustment in its terms and provisions,
(o) Title to all property furnished by the Government shall remain
in the Government. Title to all property purchased by the Contractor,
for the cost of which the Contractor is to be reimbursed as a direct
item of cost under this contract, shall pass to and vest in the Govern*
ment upon delivery of such property by the vendor. Title to other
property, the cost of which is to be reimbursed to the Contractor under
this contrast, shall pass to and vest in the Government upon (i) issuance
for use of such property in the performance of this contract, or (ii)
commencement of processing or use of such property in the performanoe of
this contract, or (iii) reimbursement of the cost thereof by the Govern-
ment, whichever first occurs, All Government...furnished Property, to.
?ether with all property acquired by the Contractor, title to which vests
in the Government under this paragraph, are subject to the provisions
of this clause and are hereinafter collectively r-ferred to as "Govern*
ment Property".
(d) Title to the Government property shall not be affected by the
incorporation or attachment thereof to any property not owned by the
Government, nor shall such Government property, or any pert thereof, be
or become a fixture or lose its identity as personalty by reason of
affixation to any realty,
(o) The Government property provided or furnished pursuant to the
terms, of this contract shall, unless otherwise nrovided herein and except
as may be otherwise approved by the Contracting Officer, be used only for
the eerformance of this contract.
(r) The Contractor shall maintain and administer in accordance with
sound business nractice a program for the maintenance, repair, protection
and preservation of Government property so as to assure its full avail-
ability and usefulness for the performance of this contract. The con.
tractor shall take all reasonable steps to comply with si.1 appropriate
directions or instructions which the Contracting Officer may prescribe as
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reasonably necessary for the protection of the Government property.
(g) The provisions of Port /No Appendix Co Armed Services
Procurement Regulation, Manual for .Control of Government Property in
Possession of Non.Profit Research and Development Contractors, as in
effect on the date of this contract, are herein incorporated by roferoneso
and made a part of this contract. The Contractor agrees to comply with
the provisions thereof relating to the keeping of property control
r000rds? identification and marking, segregation and commingling, taking
of inventories, and control of salvage and scrap, and the Contractor also
accepts the responsibilities set forth in said Part III with respeot to
Governmont property.
Oh) The Contractor agrees to mhke available to authorised represent-
atives of the Contracting Officer at all 1.-easonable times at the ?Moo
or the Contractor all of its property rosords under this contract, and
access to any premises whore any of the Government property is located.
(1)(1) The Contractor shall not be liable for any loss of or damage
to the Government oroperty, or for expenses incidental to such loss or
demagog except that the Contractor shall be responsible for any such loss
or damage (including expenses incidental thersto)1
(i) which results from willful misconduct or lack of good faith on
the part or any of the Contractor's directors-or officers, or on the
part of any of its managers, superintendents, or other equivalent rep.,
resentativos, who has supervision or direction of all or substantially
all of the Contreetor's business, or all or substantially all of the
Contraetor's operations at any one plant, laboratory, or separate
location in which this contract is being performed;
(ii) which results from a failuro on the part of the Contractor,
due to the willful misconduct or look of good faith on the part of any
of its directors, officers, or other reprosentatives mentioned in sub..
paragraph (I) above, (A) to maintain and administer, in accordance with
sound business practise, the program for maintenance, repair, protection
and preservation of Government property as required by subparagraph (f)
above, or (5) to take all reasonable stops to comply with any anpropriate
written directions of the Contracting Officer under subparagraph (f)
above;
(iii) for which the Contractor is otherwise responsible under the
express terms of the clause or clauses designated in the schedule;
(iv) which results from a risk expressly required to be insured
under some other provision of this contract, but only to the extent of
tho insurance so required to be procured and maintained, or to the ex..
tent of insurance actually procured and maintained, whichever is greater;
or
(v) which results from a risk which is in fact covered by insurance
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or for which the Contractor is otherwise reimbursed, but only to the ex*
tont of such insurance or reimbursement; provided that, if more than on
of tho above exceptions shall be applicable in any case, the Contractor's
liability under any one exception shall not be limited by any other
sxseption.
(2) The Contractor shall not be reimbursed for, and shall not
include as an item of overhead, the cost of insurance, or any provision
for a recerve, covering the risk of loss of or damage to the Government
property, except to the extent that the Government may have required
the Contractor to carry such insurance under any other provision of
this contract.
(3) Upon the happening of loss or destruction of or damage to the
Government property, the Contractor shall notify the Contraeting Officer
thereof, and shall oommunicate with the Loss and Salvage Organization,
if any, now or hereafter designated by the Contraeting ?Meer, and with
the assistanoe of the Loss and Salvage Organisation so designated (unless
the Contracting Officer has designated that no such organisation be
employed), shall take all reasonable stops to protect the Government
property from further damage, separate the damaged and undamaged Govern*
:mint property, put all the Government property in the best possible order,
and furnish to the Contracting Officer a statement of1
(i) The lost, destroyed and damaged Government property,
(ii) The time and origin of the loss, destruction or damage.
(iii) All known interests in commingled property of which the
Government property is a part, and
(iv) The insurance, if any, covering any part of or interest in
such commingled property.
The Contractor shall make repairs and renovat!ons of the demaged
Government property or teke suoh other action as the Contracting Officer
directs.
(4) In the event the Contractor is indemnified, reimbursed, or
otherwise compensated for any loss or destruction of or damage to the
Government property, it shall use the proceeds to repair, renovate or
replace the Government property involved or shall credit such proceed*
against the cost of the work covered by the contract, or shall otherwise
reimburse the Government, as directed by the Contracting Officer. The
Contractor shall do nothing to prejudice the Government's right to
recover against third parties for any such loss, destruction or damage
and, noon the reqlest of the Confronting Officer, shall, at the Govern*
merit's expense, furnish to the Government all reasonable a3mIst8nce and
cooperation (includinz assistance in the prosecution of suit and the
exectIten of instruments of assignment In favor of the Covernment) in
obtaining recovery.
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(5) In the event any aircraft are to be furnished under this
contract, any loss or deatrootion of, or damage to, such aircraft or
other Government property occurring in connection with operations of
said aircraft will be governed by the clause of this contract captioned
"Plight Risks to the extent such clause is, by its terms, applicable.
0
(j) The Government property shall remain in the possession of the
Contractor for such period of time as la required for the performance
of this contract unless the Contracting Officer determines that the in.
teresta of the Government shall promptly take such action as the Con.
tracting Officer may direct with reapeet to the removal and shipoing of
Government property. In any such instance, the contract may be amended
te accomplish an equitable adjuatment in the terms and provisions.
(k) Upon completion or expiration of this contract, any Govern.
merit property wnich has not been consumed in the performance of this
contract, or which has not been disposed of as hereinafter provided im
subparagraph (1) of this clause, or for which the Contractor has not
otherwise been relieved of responsibility, shall be disposed of in the
same manner, and subject to the same procedures, as is provided in
subparagraph (g) of the clause of this contract entitled "Termination
for the Convenience of the Government with respect to termination
inventory. The proceeds of any such disposition shall be applied in
reduction of any payments to be made by the Government to the Contractor
under this contrast, or shall otherwise be credited to the cost of the
work covered by this contract, or shall be paid in such other manner as
the Contracting Officer may direct. Pending final disposition of such
property, the Contractor agrees to tae such action as may be necessary,
or as the Contracting Officer may direct, for the protection and preserve
tion thereof.
(1) Ifthe Contracting Officer determines that the interests of
the Government require removal of any Government property, or if the
Contractor determines any Government property to be in excess of its
needs under this contract, auch Government property shall be disposed
of in the same manner as provided by subparagraph (k) above. In the
event that the Contracting Officer requires the removal of any Govern.
merit property under this subparagraph (1) or subparagraph (k) above,
the direct coat to the Contractor of such removal and of any property
damage occasioned thereby shall constitute an allowable cost hereunder.
(m) Unless otherwise provided herein, the Government shall not
be under any duty or obligation to restore or rehabilitate, or to pay
the costs of the restoration or rehabilitation of the Contractor's
plant or any portion thereof which is affected by the removal of any
Government property.
(n) Lirectiona of the ContractinF Officer and eomnr,nications of
the Contractor Issued pursuant to this clause shall be n writing.
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30. MILITARY SECURITY RECUTRFMENTS
(a) The provIsions of this clause shall apply to the extent that this
contract involves &cease to information classified under Military Security
Requirement (a) The provision of this clause shall apply to the extent
that this contract involves access to information classified "Confidential"
including " Confidential...Modified Handling Authorised" or higher.
(b) The Government shall notify the contractor of the security
classification of this contract and the elements thereof, and of any
subsequent revisions in such security classification, by the use of a
.Security Requirement Checklist (DD Form 254).
(e) To the extent the Government has indicated as of the date of
this contract, or thereafter indicates, security classification under
this contract as provided in paragraph (b) above, the Contractor, except
as otherwise provided in this clause, shall safeguard all classified
elements of this contract and shall provide and maintain a system of
security controls within its own organisation in accordance with the
requirements of (i) the Department of Defense Industrial Security
Manual for Safeguarding Classified Security Information as in effect
on the date of this contract, which manual is hereby incorporated by
reference and made a part of this contract; and (ii) any amendments to
said manual required by the demands of national security at determined
by the Government and made after the date of this contract, notice of
which has been furnished to the contractor by the Contraating Officer.
(d) Designated representatives of the Government responsible for
inspection pertaining to industrial security shall have the right to
inspect at reasonable intervals the procedures, methods, and facilities
uttliged by the Contractor in complying with the requirements of the
terms and conditions of this clause. Should the Government, through its
authorised rr:presentative, determine that the Contractor has not cos.
plied with such requirements, the Government shall inform the Contractor
in writing of the proper actions to be taken in order to effect cots.
pliant* with BID& requirements.
(e) In the event a change in security requirements, as provided in
paragraphs (b) and (e), results (i) in a change in the security ?lass-
ification of this contract or any element thereof from a non-classified
status to a classified status or from s lower classification to a hIgher
classification, or (ii) in more restrictive area controls than previously
required, the Contractor shall exert every reasonable effort compatible
with its established policies to continue the performance.of work under
the contract in compliance with such change in security classification
or requirements. If, despite such reasonable efforts, the Contractor
determines that the eontinuatirll of work under this controt ?not
practicable because of such change in security classification or require-
ments, it shall so notify the Contracting Officer in writin.
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(f) After receiving such written notification, the Contracting
Officer shall explore the circumstances surrounding the proposed change
in security classification or requirements and shall endeavor to work
out a mutually satisfactory method Whereby the Contractor can continue
performance of the work under this contract.
(g) if, upon the expiration of fifteen (15) days after receipt
by the Contracting Officer of such written notification, (1) the ap-
plication to this contract of such change in security classification
or requirements has not been withdrawn, or (ii) a mutually satisfactory
method for continuing performance of work under this contract has not
been agreed upon, the Contractor may request the Contracting Officer
to terminate the contract in whole or in part. Thereupon, the Con-
tracting Officer shall terminate the contract in whole or part, as may
be appropriate, and such termination shall be deemed a termination under
the provisions of the clause of this contract entitled *Termination for
the Convenience of the Government*.
(h) The Contractor agrees to insert, in all subcontracts here-
under which involve access to elassified information, provisions which
shall conform substantially to the language of this clause, including
this paragraph (h), but excluding paragraphs 00, (f), and (g) of this
clause.
(1) The Contractor also agrees that it shall determine that any
subcontractor OroOosed by it forithe furnishing of supplies and services
Which will invfolve access to elaisified information in the Contractor's
custody has been granted an appropriate facility security clearance which
is still in effect, prior to being accorded access to such classified
information.
31, NEGOTIATED OVERHEAD RATES
(a) Notwithstanding the previsions of the clause of this con-
tract entitled "Allowable Cost and Payments* the allowable indirect
coats under this contract shall be obtained by applying negotiated over-
head rates to bases agreed upon by the parties, as specified below.
(b) The Contractor, as soon as possible but not later than six
(6) months after the expiration of each period specified in the Schedule,
shall submit to the Contracting Officer ? proposed final overhead rate
or rates for that period based on the Contractor's cost experience
during that period, together with supporting cost data. Negotiation of
final overhead rates by the Contractor and the Contracting Officer shall
be undertaken as promptly as practicable after receipt of the Contractor':
proposal.
(c) Allowability of costs and acceptability of cost allocated
methods shall be determined in accordance with ASPR, Section XV, Part
5, as in effect on the date of this contract.
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(d) The results of each negotiation shall be set forth in an amend-
ment to this contract, which shall specify (i) the agreed final rates, (ii)
the bases to which the rates apply, (iii) the periods for which the ratios
apply, and (iv) the specific items treated as direct costs or any changes
in the items previously agreed to be direct costs.
(a) Pendin, establishment Of final overhead rates for any period, .
the Contractor shall be reimbursed either at negotiated provision,' rates
as provided in the :chedule or at billing rates acceptable to the Contrae-
ting Officer, subject to acpropriate adjustment when the final rates for
that period are established. To prevent substantial over or under pay.
ment, the provisional or rates may, at the request of either part,
be revised by mutual agreement, either retroactively or prospectively.
Any sudh revision of negotiated provisional rates prolided in the Schedule
shall be set forth in an amendment to tA.s contract.
(f) Any failure by the parties to agree on any final rate or rates
under this clause shall be considered a dispute concerning a question of
feet for decision by the Contracting Offioer within the meaning of the
clause oi this contract entitled *Disputes".
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Approved For Releaself,VrARDP81B00879R000100160064-8