GENERAL PROVISIONS

Document Type: 
Collection: 
Document Number (FOIA) /ESDN (CREST): 
CIA-RDP81B00879R000900080032-4
Release Decision: 
RIFPUB
Original Classification: 
K
Document Page Count: 
39
Document Creation Date: 
November 11, 2016
Document Release Date: 
February 17, 1999
Sequence Number: 
32
Case Number: 
Publication Date: 
April 18, 1958
Content Type: 
OUTLINE
File: 
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PDF icon CIA-RDP81B00879R000900080032-4.pdf2.99 MB
Body: 
Approved For R94ase 1999/09/08 1 BOW79R000900080032-4 INDEX OF GENE PAL f' .DVISIONS 1, DEFINITIONS ..............,..~.,.,.,.......t............ 1 2. CHANGES ........... t ..... s? - . ?, .........................1 3. LIMITATION OF COST. ...t.rr ....................... 2 4, ALLOWABLE COST, FIXED FEE, AND PAYMENT.... ***woo 3 50 INSPECTION AND CORRECTION OF DEFECTS ........ ;m., 5 6o ASSIGN1ENT OF, CL DES.., o. a. A......?......Ta?: s....t.s.o0 7 7e PECORUSo..sot....r...a..a.ny..aoe!?mer.a..e.......s.rs.. 7 8e SUBCONTRACT:.,ee..............rat..a ................t.o `' 9, UTILIZATION' OF SMALL BUSINESS CONCERNS .... , . ..... e a .. e:iO 10. TER1VIINATION ..... , .... a ~....................... a .. 0 ..... 2.x.0 11, EXCUSABLE DE.YS0trr...?o..r..~..r......rr........roa.o15 12, DISPUTE...sane..o...or ......................r.ea?.aas.o~5 13. NOTICE AND ASSISTANCE REGtBDING PATENT INFRINGE,, zT. ? a o16 .pyl4;' BUY A}'ERICAN ACT..-...........t............9~A........tlm?.7 .Ljp CONVICT BORo....t...rt........r.........re.......,.a??i7 16. EIGHT-.HOUR LAW OF 1912. .............. a.....,.......r..,17 17. NONDISCRIMIN"TION IN II~'LOYMEr?T .........o............a18 18. OFFICIALS NOT TO BENEFIT..a..wo.......o ..............e.19 19. COVENANT A(AINST CONTINGENT FEES.o ....................a19 20, PATENT P.Ic T?>Sce......r.t .................s...9..6.00419 21. GOVERNIN NT Lt':PERTY ........................... ..........024 22.. INSURANCE-LIABILITY TO THIRD PERSON3....9..a.o.....i.oe29 23, AUTHORIZATIO1 AND CONTSENT.,..oo@oooo......ooo&esse....,30 24. FILING OF PATENT APPLICATIONS,..e..e ...................31 25. REPORTING OF R.OYALTIr o.,..o...o,,.........e...........31 26e RIGHTS IN D,'JA-UNLIMITED...e...... ..e.e.....e.......,...33 27. MILITARY SECURITY REQUIRE[ENTSo .................o......34 28. WALSF-.HEALEY PUBIC CONTRACTS ACTSo..,...e,..e...o....035 294 GRATUITIES..,, ..........................................36 30. NEGOTLITED OVERHEAD RiiTES....... w o m e .... o o 0............36 31.. DELAY IN DELIVERY OF DST.'.,eeeoo......ae.o...a..o...0..37 32. SUPERSEDING SPECIFICATIONS....e.......v .keeoo....e..eo37 33. FLIGHT RISK.o.........s..oea...osoo.co..mroes.s.oo.+e..38 34. ALTERiTIOo.e.......ere....a..ueceo.a..c~tu:....t...eoo39 Approved For Release I 999/09/ .. ,.,DP81 B00879R000900080032-4 Approved For Reyoase 1999/09/08 : CIA-RDP81 BO1W79R000900080032-4 GENERI,.L PROVISIONS :Lp DEFINITIONS (ASPR 7-103.1 AFPI 7-403.1) As used throughout this contrao , the following terms shall have the meanings set forth below: (a) The term "Secretary" Means the Secretary, the Under Secretary, or any Assistant Secretary' of the Depart., ent and the head cr any assistant head of the executive agency; and. the term "his duly authorized representative" mea_, x any perso: or persons or board (other than the Contracting Officer) authorized to act for the S '?cretary. (U) The term "Contracting Officer" means the person executing this contract on behalf of the Government, and any other officer or civilian employee who is a properly designated Contract.zg Officer-, and the term includes, except as otherwise provided in this co ty-act, the authorized representative of a Contracting Officer acting within the limits of his authority. (c) Except as otherwise provided in this contract, the term "s bcontracts" includes purchase orders under this contract. (c) (AFPI 7-3O' .:,.) The term "contract work" means all work to be perforned un(ler. 6 his contract including any studies covering fua~,:'..amental, theoretical, or experimental investigations; any e. ignating services to be performed or materials to be furnished by Ie Contractor at `lve expense or without cost to the Government;, (h) Payment of the fixed fee shall be made tc the Contractor as provided in the Sc.edule subject, however, to the withholding Provisions of paragraph (c) L ,.,:^eof. 5. :ASPECTION AND COFRECTION OF DEFECTS (AFPI 7-403.5) (a) All work under this contract shall be subject to inspection and test by the Government, to the extent practicable at all reasonable ti'o"es and places including the period of perforr;iance, and in any event prior to final acceptance. The Contractor shall provide and Maintain an inspection system acceptable to the Government covering the work hereunder. The Government, through any authorized representative, may inspect the plant or plants of the Contractor or of any of its subcon- tractors engaged in the performance of this contract. If any inspection or test is made by the Government on the prel:.ise of the Contractor or a subcontractor, the Contractor shall provide and shall require siibcon- tractors to provide all reasonable facilities and assistance for the safety and convenience of the Government inspectors in the performance of their duties. All inspections and tests by the Government shall be performed in such a manner as will not unduly delay the work. Final inspection and acceptance by the Government shall be made as promptly as practicable after delivery. The time and place of delivery, final inspection, and acceptance shall be as set forth in the Schedule, (b) The Contractor war-ants that the services rendered in the pe::?ormance of this contract will conform to the requirements of this catract and to h!gh professional standards in the field and that any article delivered to the Government under this contract will conform Aoorov d For release 1999/09/08 : CIA-RDP81 B00879R000900080032-4 UPFF r. 18, 58) Approved For Rel' a 1999/09/08 : CIA-RDP81 B0& 9R000900080032-4 to the requirements of this contract and will not be defective in rk,terial or workmanship, (. ) At any tie during perforl.a.nce of this contract, but not later than six (6) months (or such other period as nay be provided in the schedule) after final acceptance, the Govgrnnent nay require the Contractor to remedy by correction or replacement as directed by the Contracting Officel, any failure by the Contractor to comply with its obligations under paragraph (b) hereof. Except as otherwise provided in paragraph (d) here- of,, the cost of any such replacement or correction shall be included in ".Allowable Cost" deterr..ined as, provided in the clause of this contract antitlcd "Allowable Cost, Fixed Fee and Payment,tt but no additional foe shall be payable with respect thereto? Corrected artic;ies shall not be tendered ag n for acceptance unless the fomier tender and the require- ment of correction is disclosed. If the Contractor fails to proceed with reason.ble promptness to perform such replacement or correction, the Goveramont (i) nay by contract or otherwise perform such replacement or correction and charge to the Contractor any increased cost occasioned ~rr-' the Government thereby, or L,.y reduce any fixed fee payable under this contract (or require repaynont of any fixed fee theretofore paid) in such amount as ray be equitable under the circumstances; or (ii) in the case of articles not delivered, nay require the deliv;ry of such articles and shall have the right to reduce any fixed fee payable under this contract (or to require repayment of any fixed fee theretofore paid) in such amount as nay be equitah: e under the circumstances; or (iii) my terminate this contract for defaul' as provided in the clause of this contract entitlzc "Tormfnation,n Failure to agree on the amount of any such increased cost to be charged to the Contractor or to such reduction in, or rep:;L,n:.ent of, the fixed fee shall be a dispute concerning a question of fac'; within the :leaning of the clause of this contract entitled "Disputes". (d? Notwithstanding the provisions of paragraph (c) hereof, the Gover?rnent nay at any tine require the contractor to re; ~,r+'or replacement, without cost to the Governr.ment, any failure by therection Contractor to comply with its obligations under paragraph (b) hereof, if such failure is due to fraud, lack of good faith, or? willful nis.- conduct on the part of any of the contractor's directors or officers, or on the part of any of its managers, superintendents, or other equivalent representatives, who has supervision or direction of (i) all or substantially all of the Contractor's business; or (ii) all or substan- tially all of the Contractor's operations at any one plant or separate location in which this contract is being perfor...ed; or (Iii) a separate and complete major industrial operation in connection with the porforn- ance on this contract, Fraud, lack of good faith, or willful misconduct on the part of any of such supervisory persounol shall be deemed to include the selection of individual employees or the retention of ei.Kpo after any of such supervisor l believe that such y mployees are ha.bituala.y ca: relesssornother?wi.se unqualified. (CPFF A r lg r Approiiec Vor Release 1999/09/08 : CIA-RDP81 B00879R000900080032-4 Approved For Release 1999/09/08 : CIA-RDP81 B~79R000900080032-4 s rd ~,. (e) Corrected articles tendered as replaceriehts shall be subject to the provisions of this clause in the sane manner and to the same extent as supplies originally delivered under this contracts (f) The Contractor shall make its records of all inspection work availa' to the Government during the pe'rforiance of this contract and for sum longer periods as may be specified in this contract. (g) Except as provided in this clause and as may be provided in the .'chedule, the Contractor shall have no obligation or liability to correct or replace supplies or lots of supplies which at the time of delivery are defective in materials or workmanship or otherwise not in conformity with the requirements of this contract. ASSIGI1ZhT OF CLATIS (ASPR 7-103.8 AFPI 7-403.6) (a) Pursuant to the provisions of the Assignmont of Claims Act of 1.940 as amended (31 U.S. Code 203, 4J- U.S. Code 15), if this contract 'Provides for payments aggregating x'1,000 or more, claims for monies due or to become due the Contractor from the Government under this contract nay be assigned to a bank, trust company., or other financing institution, i.nciud;?.ag any Federal Lending agency, and may thereaftor he further assigned and reassigned to any such institution. Any such assignment or :reassignment shall coverall amounts payable under this contract and not already paid, and shall not, be raade to more than one party, except that any such assignment or re.ssignrient may be made to one party as agent or trustee for two or i.iore parties participating in such financing. Not- Withstanding any provision of this contract, payments to an assignee of m y nonie oo due or to becorlc due under this contract shall not, to the ,xtent pYovi_ded in said Act as amended, be subject to reduction or set-off, (b) In no event shall copies of this contract or of any plans, :pecifications, or other similar documents relating to work under this ,ontract, if marked "Top Secret", "Secret", or "Confidential", be u niched to any assignee of any claim arising under this contract or any other person not entitled to receive the sane; provided, That copy of any part or all of this contract so marked may be furnishod, any information contained therein may be disclosed, to such assignee .pen the prior written authorization of the. Contracting Officer. ]CORDS (ASPR 7-203.7 AFPI 7-403.7) (a)(l) The Contractor agrees to maintain books, records, documents nd other evidence pertaining to the costs and expenses of this contract hereinafter collectively called the "records") to the extent and in such :tail as will properly reflect'all net costsi direct and indirect of mbor, materials, equiprment, supplies and services, and other costs 3PFF Apr. 18, 1 58) Approved For Release 1999/09/08 : CIA-RDP81 B00879R000900080032-4 Approved For ReI a 1999/09/08 : CIA-RDP81 B0009R000900080032-4 'and oxpondos of whatever nature for which reimbursement is claimed under the provisions of this contract, The Contractors accounting procedures ,ind practices shall be subject to the approval of the Contracting Officer; provided, however, that no material change 411 be required to be made in the Contractor's accounting procedureq and practices if they conform to generally accepted accounting practices and if the costs properly applicable to this contract are readily ascertainable therefrom, (2) The Contractor agrees to male available at the office of the Contractor at all reasonable tines during the period set forth in sub- paragra,ph (4) below any of the records for inspection, audit or repro- duction by an authorized representative of the Contracting Officer, (3) In the event the Contracting Officer or any of his duly authorized representatives determines that his audit of the maountc rein. sod under this contract as transportation charges will be made at a place other than the office of the Contractor, the Contractor agrees to delivers with the re-i-.bursement voucher covering such charges or as may be otherwise specified within two years after reimbursement of charges covered by any such voucher, to such representative as may be designated for that purpose through the Contracting Officer such documontary evidence in support of transportation costs as may be required by the Contracting Officer or any of his duly authorized representatives., (4) Except for c.ocurientary evidence delivered to the Governmont pursuant to subparagrap'a .3) above, the Contractor shall preserve and make available its records for a period of six years (unless a longer poricd of tine is provided by applicable statute) from the date of the vouch:.. or invoice subuilltod by the Contractor after the completion of the work under the contract and designated by the Contractor as the 31ccr.tp:;_ota_on voucher" or "completion invoice" or, in the event this con- tract has been completely terr.iinated, from the date of the termination settlement agreement; provided, however, the records which relate to (A appeals under the clause of this contract entitled "Disputesfl, (B3 litigation or the settlement of claims arising out of the performance of this contract, or (C) costs or expenses of the contract as to which ex_cepti_on has boon taken by the Contracting Officer or any of his duly authorized representatives, shall be retained by the Contractor until such appeals, litigation, claims, or exceptions have been disposed of,, but in no event for less than the six-year period mentioned above, (5) Except for documentary evidence delivered pursuant to sub-- paraigr.,ph (3) above, and the records described in the proviso of sub- para-raph (4) above, the Contractor 1. _ay in fulfillment of its obligation to retain its records as required by this clause substitute photographs, Acrophotographs or other authentic reproductions of such records, after the expiration of two years following the last day of the nenth of roinbtrscnont to the Contractor of the invoice or voucher (CPFi' Apry 18, 1 58) Approved For Release 1999/09/08 : CIA-RDP81 B00879R000900080032-4 .Approved For Rekgse 1999/09/08 : CIA-RDP81 B0DW9R000900080032-4 to which such records relate, unless a shor'tdr period is authorized by the Contracting Officer with the cong rrende of the Comptroller of the Contracting Government Agency or his authorized representatives. (6) The provisions of this par.agzaph (a), including this sub- p-. 1graph (6), shall be applicable to and included in each subcontract h,_.~eunder.which is on a cost, cost-plus-a-fixed-fee, time-arid-material c"_, labor-hour basis. (b) The Contractor further agrees to include in each of his sub- cortracts hereunder, other than those set forth in subparagraph (a) (6) above, a provision to the effect that the subcontractor agrees that the Contracting Officer or any of his duly authorized representatives, shall, until the expiration 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 subcontractor involving transactions related to the subcontract. The term "sub- contract," as used in this paragraph (b) only excludes (i) purchm>?e orders not exceeding %1,000 and (ii) subcontracts or purchase orcers fc public utility services at rates established for 1..aiform applic- ab lity to the general public. SUECONTRAcTS (ASPR 7-;203.8 AFPI 7-403.8) (a) The Centre:.-,or shall give advance notification to the Con- trecrting ufficex? of z,,. proposed subcontract hereunder which (i) is on a cost or cost-pits-a-fixed-fee basis, or (ii) is on a fixed-price basis exceeding i; idollar amount either x,25,000 or five percent (5%) of the total estimates, cost of this contract. (b) The Contractor shall not, without the prior written consent of the Contracting Officer, pl ce any subcontract which (i) is on a conk or cost-plus-a-fixed-fee basis, or (ii) is on a fixed-price basis exceeding in dollar amount either '.25,000 or five percent (5i) 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 haviy a value in excess of ~;1, 000, or (iv) is on a time-and-i:iaterial or , a::or-hour basis, or (v) involves research and development work. 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 paragraph (b). (c) The Contractor agrees that no subcontract placed under this contract shall provide for payment on a cost-plus-.a-percentage-of.-.cost basis. -9- (dWpr,Wedlgorri?"jlease 1999/09/08 : CIA-RDP81 B00879R000900080032-4 ? Approved For Remise 1999/09/08 : CIA-RDP81 BONW9ROO0900080032-4 (d) The Contracting Officer nay, in his discretion, specifically approve in writing any of the provisions of a subcontract?, However, such aoprov.l or the consent of the Contracting Officer obtained as requ:'rod by this clause shall not be construed to'constitute a doter-- ninat ,c n of the allowability of any cost under this contract unless such approval specifically provides that it constitutes a dote:maination of the allowability of such cost. (o) The Contractor shall give the Contracting Officer tomediate 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 Contractors may result in litigation, rolat d in .ay way to this contract with respect to which the Con-- tractc:r r.:ay be entitled to reinbursenent frori the Govorm;rent. (r) (AFPI 7-203,8) The Contracting Officer may approve all or par" of the Contractor t s purchasing system and from time to ti:-re rescind or reinstate such approval. Such approval shall be doomed err/ to ft,...fil the roquireriento for obtai.ninU the Contracting Offits consent to subcontracts as prescribed in paragraph (b) above, TJTILIZ_ TI0N OF 31ti ALL BUSINESS CONCERNS (ASPR 7-104.14 AFPI 7_403.9) (a) It is the policy of the Government as declared by the Congress to bring about the greatest utilization of small business concerns which is consi tent with efficient production. (h) The Contractor agrees to accomplish the maximum 'amount of subcontracting to shall business concerns that the Contractor finds to be consistent with the efficient perforr;.nce of this contract. TEAL J TION (ASPR 8-702 AFPI 7--403,10) (a) The performance, of work under the contract nay be tor:,inatod by the Government in accordance with this clause in whole, or from tine to time in part, (1) whenever the Contractor shall default in performance of this contract in accordance with its terms (including in the terra "dofault" any such failure by the Contractor to make progress in the prosecution of the work hereunder as endangers such perforxrance), and shall f,.il to cure such default within a period of to-n days (or such longer periods as the Contracting Officer r.iay allow) after rocoipt from the Cntraoting Officer of a notice specifying the default, or (2) when- ev r f(-r any reason the Contra-acting Officer shall determine that such tors in-tion is in the best interest of the Government. Any such t,erin.tion shall be effected by delivery to the Contractor of a Notice of Termination specifying whether toruination is for the default of th:. Contractor or for the convenience of the Govern ent, the extent to which performance of work under the contract is terminated, and the date upon which such termination becomes effective. If after notice of tor.-Anati o-M of this contract for default under (1) above, it is (CPFF Apr. 18, t58) Approved For Release 1999/09/08 : CIA-RDP81 B00879ROO0900080032-4 Approved For Ruse 1999/09/08 : CIA-RDP81 B0Q$9R000900080032-4 determined that the Contractor's failure to perform or to make progress in performance is due to causes beyond the control and without the fault or negligence of the Contractor pursuant to the provisions of the clause of this contract relating to excusable delays, the Notice of Termination shall be deemed to have been issued under (2) above, and the rights and obligations of the parties hereto shall in such event be governed accordingly. (b) After receipt of a Notice of Termination and except as other- wise directed by the Contracting Officer, the Contractor shall (1) stop work under the contract on the data and to the extent specified in the Notice of_ Tormina.tion;_ (2) place no further orders. or. skL-a:~rtracts for materiz ls, services, or facili :,i-'a oxoapt- as may be necessary for com- pletion of such portion of the work under the contract as is not terminated; (3) terminate all orders and subcontracts to the extent that they relate to the performance of work terminated by the Notice of Termination; (4) assign to the Government, in the manner and to the extent directed by the Contracting Officer, all of the right, title, and interest of the Contractor under the orders or subcontracts so terminated, in which case the Government shall have the right, in its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (5) with the approval or ratification of the Contracting Officer, to the extent he may require, which approval or ratification shall be final and conclusive for all purposes of this c?_ause, settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts the cost of which would be reimbursable, in whole or in part, in accord- ance with the provisions of this contract; (6) transfer title (to the extent that title has not already been transferred) and, in the manner, to the extent, and at the times directed by the Contracting Officer, deliver to the Government (i) the fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced as a xrlI of, or acquirec2.in .xespoct of the performance of, the work terminated by the Notice of Termination, (ii) the ccnplotcd '. or paf'tial iy completed plahs ",,drawings, information, and other property which, if the contract had been completed, would be required to be furnished to the Government, and (iii) the jigs, dies, and fixtures, and other specie~.l -tools atnd- tooii-., acquired or manufactured for the performance of, this contract for the cost of which the Contractor has been or will be reimbursed under this contract; (7) use its best efforts to sell in the manner, at the tirnes, to the extent, and at the price or prices directed or authorized by the Contracting Officer, any property of the types referred to in provision (6) of this paragraph, provided, however, that the Contractor (i) shall not be required to extend credit to any purchaser, and (ii) may acquire any such property under the conditions prescribed by and at a price or prices approved by the Contracting Officer; and provided further that the proceeds of any such transfer or disposition shall be applied in reduction of any payments to be made by the Government to the -11- AW 94,.FofJReI9@pe 1999/09/08 : CIA-RDP81 B00879R000900080032-4 ~on'tt'ar0 oedunclerRt S~n~999 0orOs ia171 aA #;Rh~wP SeBb0 eai( 099t009 0032-4 price or cost of the work covered by this contract or paid in such other manner as the Contracting Officer may direct; (8) complete performance of such part of the work as shall not have been terminated by the Notice of Termination; and (9) take such action as may be necessary, or as the Contracting Officer may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which the Government has or may acquire an interest. The Contractor shall proceed immediately with the performance of the above obligations notwithstanding any delay in determining or adjusting the amount of the fixed-fee, or any item or reimbursable cost under this clause. At any time after expiration of the plant clearance period, as defined in Section VIII, Armed Services Procurement Regulation, as it may be amended from time to time, the Contractor may submit to the Contracting Officer a list, certified as to quantity and quality, of any or all items of termination inventory not previously disposed of, exclusive of items the disposition of which has been directed or author- ized by the Contracting Officer1 and may request the Government to remove such items or enter into a storage agreement covering them. Not later than fifteen (15) days thereafter, the Government will accept title to such items and remove them or enter into a storage agreement covering the same, provided that the list submitted shall be subject to verification by the Contracting Officer upon removal of the items, or if the items are stored, within forty-five (45) days from the date of submission of the list, and any necessary adjustment to correct the list as submitted shall be made prior to final settlement. (c) After receipt of a Notice of Termination, the Contractor shall submit to the Contracting Officer its termination claim in the form and with the certification prescribed by the Contracting Officer. Such claim shall be submitted promptly but in no event later than two years from the effective date of termination, unless one or more extensions in writing are granted by the Contracting Officer upon request of the Contractor made in writing within such two-year period or authorized extension thereof. However, if the Contracting Officer determines that the facts Justify such action, he may receive and act upon any such termination claim at any time after such two-year period or any extension thereof. Upon failure of the Contractor to submit its termination claim within the time allowed, the Contracting Officer may determine, on the basis of information available to him, the amount, if any, due to the Contractor by reason of the termination and shall thereupon pay to the Contractor the amount so determined. (d) Subject to the provisions of paragraph (c), the contractor and the Contracting Officer may agree upon the whole or any part of the amount or amounts to be paid (including an allowance for the fixed-fee) to the Contractor by reason of the total or partial termination of work pursuant to this clause. The contract shall be amended accordingly, and the Contractor shall be paid the agreed amount. (CPFF Apr. 18, '58) Approved For Release 1999/09/08 : CIA-RDP81 B00879R000900080032-4 . Approved For Rei se 1999/09/08 : CIA-RDP81 BOW 9R000900080032-4 (e) In the event of the failure of the Contractor and the Contracting Officer to agree in whole or in part, as provided in ,d) above, as to the amounts with respoct to costs and : --t'ee, or as to the amount of tY e fixed-fee, to be paid to the Cc:4tractor in connection with the termination of work pursuant to this clause, the Contracting Officer shall determine, on the basis of ins:ormation available to him, the amount, if any, due to the Cc' tractor by reason of the termination and shall pay to the Contractor the amount determined as'follows: (1) If the settlement includes cost and fixed-fee (i) There shall be included therein all cc o41,3 and expenses reimbursable in accordance with this contract, not previously paid to the Contractor for the performance of this contract prig to the effective date of the Notice of Termination, and such of these costs as may continue for a reasonable time thereafter with the approval of or as directed by the Contracting Officer, provided, however, that 'ir Ccntrac-;or shall proceed as rapidly as practicable to discontinue such costs. (ii) There shall be included therein so far as nc-, included under (i) above, the cost of settling and paying claims arising o-_t of the termination of work under subcontracts or orders, as provided in paragraph (b)(5) above, which are properly char-er, ble to the terminated portion of the cont-.:, .-- t. (iii) There shall be included therein the reasonable costs of settlement, including accounting, legal, clerical, and other expenses reasonably necessary for the preparation of settlement claims and a,,.~nnorting data with respect to the terminated portion of the contract . or tho termination and settlement of subcontracts thereunder, together with reasonable storage, transportation, and other costs Licurred in connection with the protection or disposition of termination inventory; provided, however, that if the termination is for default of the Contractor there shall not be included any amounts for the prepar-tion. of the Contractor's settlement proposal. (iv) There shall be included therein a portion of t?.e fixed-fee payable under the contract determined as follows: (A) In the event of the termination of J.;his contract for the convenience of the Government and not for the default of the Contractor, there shall be paid a percentage of the fee equivalent to the percentage of the completion of work contemplated by the contract, less fixed-fee payments previously made hereunder, A r p o I Ke1 ase 1999/09/08 : CIA-RDP81 B00879R000900080032-4 I j, ? Approved For Re% se 1999/09/08 : CIA-RDP81 B0i1 '9R000900080032-4 (B) In the event of the termination of this contract for the default of the Contractor, the total fixed-oe payable shall be such proportionate part of the fee (or, if this contract calls for articles of different types, of such part of the fee as is ref-.sonably allocable to the type of a'ticles under consideration) as the total number of articles delivered to and accepted by the Government bears to the total number of articles o.f a like kind called for by this co?_ tract. If the amount determined under this paragraph is le--3 than the total payment of fixed,-fee theretofore made to the Ce:-:tractor, the Contractor shall repay to the Government the excess amount. (2) If the settlement includes only the fixed-fee, she amount thereof will be determined in accordance with subparagraph (n) (1)(iv) above. (f) The Contractor shall have the right of appeal, under the cause of this contract entitled "Disputes," from any determinL.t cn m e by the Co ztract4 nr Officer under paragraphs (c) Cr (c) ab~jv , -:xcept that if the Contractor has failed to submit its claim within the tine provided in paragrap'-i (c) above and has failed to request extension of such time, he shall lave no such right of appeal. In any case where the Contracting Offi:er has made a determination of the amount due unc.3r paragraph (c) r (e) above, the Government shall pay to .:,3e Contractor the following: (i) if there is no right of appeal `Ieretryder or if no timely appeal has been taken, the amount so determined by the Contracting Officer, or (ii) if an appeal has been taken, the amount finally determined on such appeal. (g) In arriving at the amount due the Contractor under this clause there shall be deducted (1) all unliquidated advance or other unliquidated payments theretofore rade to the Contractor, (2) any clnnini which the Government may have against.the Contractor in connection with this contract, and (3) the agreed price for, cr thc> proceeds of sale of, any materials, supplies, or other things aca-aired by the Contractor or sold pursuant to the provisions of this clause and not otherwise recovered by or credited to the Government. (h) In the event of a partial termination, the portion of the fined-fee which is payable with respect to the work under the continued portion of the contract shall be equitably adjusted by agreemer_t between the Contractor and the Contracting Officer, and such adjustmen'' sha'.i be evidenced by an amendment to this contract. (i) The Government may from time to time, under such terms and conditions as it may prescribe, make partial payments and ayment on account against costs incurred by the Contractor in connection wit' the terminated portion of the contract whenever in the opinion of tho Approved For Release 1999/0008: CIA-RDP81 B00879R000900080032-4 (CPFF Apr. 18, '58) '. Approved For Ref se 1999/09/08 : CIA-RDP81 B09$79R000900080032-4 Contracting Officer the aggregate of such payments shall be within the amount to which the Contractor will be entitled hereunder,, If the total of such payments is in excess of the ar.iount finally determined to be duo under this clause, such excess shall be payable by the Contractor to the Govornmont upon demand, together with interest computed at the rate. of 6% per annum, for the period from the date such excess payment is received by the Contractor to the date on which such excess is repaid to the Govern- bent; provided, however, that no interest shall be charged with respect to any sac,h excess payment attributable to a reduction in the Contractor's claim by reason of retention or other disposition of termination inventory until ten days after the date of such retontion or disposition. () The provisions of this clause relating to the fixed-fee shall be inapplicable if this contract does not provide for pay..zent of a fixed- fee, (k) Unless otherwise provided for in this contract, or by applicable statute, the Contractor from the effective date of termination and for a period of six years after fiaa1 settlement under this contract, shall preserve and ':Lake available to the Gcvcrnricnt at all reasonable tines at the offico?of the Contractor, but without direct charge to the Govern- "i.cnt, -..11_ its books, records, documents, and other evidence bearing on the cost and expenses of the Contractor under this contract and relating to the work terminated hereunder, ors to the extent approved by the Contracting Officer, photographs, microphotographs, or other authentic reproductions thereofq EXCUSAE.LE DELAYS (ASPR 7?-203,11 AFPI 7-303.10) (a) The Contractor shall not be in default by reason of any failure in performance of this contract in accordance with its torr.is (including any failure by the Contractor to ,make progress in the prosecution of the work hereunder which endangers such performance) if such failure arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes include, but are not restricted to: acts of God or of the public enei.iy; acts of the Govorruient; fires, floods, epidem.lics; quarantine restrictions; strikes; freight embargoes, unusually severe weather; and failure of subcontractors to perform or makc progress due to such causes, unless the Contracting Officer shall have determined that the supplies or services to be furnished under the subcontract were obtainable fron other sources and shall have ordered the Contractor in writing to procure,, such s rvices or supplies from such other sources, and the Contractor shall have failed reason.-'':ly to comply with such ordor. Upon request of the Contr, actor, the Contracting Officer shall ascertain the facts and extent of such failure and,, if he shall determine that such failure was occasioned by any one or more of the said causes, the delivery schedule shall be revised accordi.ngl.y, subject to the rights of the Govern,.-.ent under the clause hereof entitled "Terr.ii.n.a.tionrr, (CPFF Apr. 18, 158) Approved For Release 1999/09/08 : CIA-RDP81 B00879R000900080032-4 .'.Approved For Rel a 1999/09/08 : CIA-RDP81 B0O$?9R000900080032-4 (b) If the Contractor becomes unable to complete the contract work and make delivery at the tine specified in the Schedule because of technical difficulties, notwithstanding the exorcise of good faith and diligent efforts in the performance of the workcalled.for hereunder, it nay give the contracting Officer written notice of the anticipated default with reasons therefor. Such notice and reasons shall be delivered not loss than forty-five (45) days before the completion date specified in the Trithin such time as the Contracting Officer dooms sufficient, if ste L;' t1ca is duly given, then to the extent the interest of the Governiont makes an extension desirable the Contracting Officer may, in his discretion, extend the period of tine specified in the Schedule for such p, rind as he, dooms a(1.vis blo, and this contract shall then be modified in writing accordingly?. DISPUTES (APR 7-10312 AFPI 7-403.12) (a) Except as otherwise provided in this contr.ct, any dispute concerning a question of fact -,rising under this contract which is not *rr' disposed of by agreement shall be decided by the Contracting Officer, who shall reduce his d i i t ec s on o writing and mail or otherwise furnish a copy thereof to the Contractor. The decision of the Contracting Officer shall be final and conclusive unless, within 30 days from the date of .receipt of such copy, the Contractor nails or otherwise furnishes to the Contracting Officer a written appeal addressed to the Secrotary. The decisL'n of the Secretary or his duly authorized representative for the detornii:a tion of such appeals shall be final and conclusive unless deter:by court of competent jurisdiction to have been fraudulent, or capricious, or arbitrary. or so grossly erroneous as necesarily to haply Lad faith, or not supported by substantial evidence,, In connection with any appeal proceeding under this clause, the Contractor shall be afforded an opportunity to be hoard and to offer evidence in support of its app,.:a1. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the perfonainco of the contract and in accordance with the Contracting Officer's decision. (b) This flDisputeslt clause does net preclude consideration of law uestions in connection with decisions provided for in paragraph (a) above: Provided, That nothing in this contract shall b t e cons rued as nuking final the decision of any adninistrativo official, representative or board on a question of laws , NOTICE AND ASST>=''TANCE REGATTING PATENT INFRI1ucT nENT (ASPR 9-104 AFPI 7404,13) The provisions of this clause shall be applicable only if the amount of this contract is in excess of '5,000. (a) The Contractor shall report to the Contracting Officer, promptly and in reasonable written dot' Lz 1, each notice or cluir.l of patent infringe-- ..lent based on the porfox7 u;.neo of this contract of which the Contractor '._~as knowledge. (CPFF 9 x_.18, 158 Approved For Release 1999/09/08 : CIA-RDP81 B00879R000900080032-4 Approved For ReI se 1999/09/08 : CIA-RDP81 B00$y9R000900080032-4 V (h) In the event of litigation against the Government on account of any claim of patent infringement arising out of the performance of this co-;ntr..ct or out of the use of any supplies furnished or work or services porfor,__:_d hereunder, the Contractor shall furnish to the Govvrnr:cnt, upon roques.-, all evidence and information in possession of the Contractor ports i , Ong to such litigation. Such evidence and information shall be furni ',od at the expense- of the Government except in those cases in which the C. _itractor has agreed to indemnify the Govornnont against the claim boinE asserted. BUY AMERICAN ACT (ASPR 7-103,14 AFPI 7-403.14) (a) In acquiring end products, the Buy A;a.:rican Act (41 U.S. Code 10a--d) provides that the Government give preference to domestic source end products? For the purpose of this clause: (i) "components" means those articles, materir. Zs, an supplies, which arc directly incorporated in the and products; (ii) "end products" i.,mans those articles, materials, and supplies, which are to be acquires} under this contract for public use; and (iii) a "dor. estic source end product" moans (A) an unmanufacturod end product which has boon mined or produced in the United States and (B) an end product manufactured in the United States if the cost of the cc pon;nts thereof which are mined produced, or manufactured in the United States exceeds 50 percent of tho cost of all its components. For the purposes of the (a (iii)(B), components of foreign on in of the some typo or kind as the products referred to in (b)(ii) or (iii) of this clause shall ?-., treated as components mined, produced, or manufactured in the Unite: States. (b) The Contractor agrees that there will be delivered under this contract only domestic source end products, except end products: (i) which are for use outside the United States; (ii) which the Government determines are not mined produced or , , manufactured in the United States in sufficient and reasonably available commercial quantities and of a satisfactory gtuality; (iii) as to which the Secretary deter7-.1in ;s the domestic preference to be inconsistent with the public interest; or (iv) as to which the Secretary determines the east to the Govcrn.- a:lcrlt !,.-) be , n -u;a sonabloMp (CPFF Apr., 18, 1 58) Approved For Release 1999/09/08 : CIA-RDP81 B00879R000900080032-4 Approved For Relwdse 1999/09/08 : CIA-RDP81 BOO 98000900080032-4 CONVICT LABOR (.APP 12-203 AFPI 7-403,15) In connection with the perforuance of work under this contract, the Contractor agrees not to employ any person undergoing sentence of iriprioc)n;_iont . at hard labor. EIGHT--HOUR LAW OF 1912 (APR 12-303.1 AFPI 7-403.16) This contract, to the extent that it is of a character specified in the E :..;ht-Hour Law of 1912 as ai ended (40 U.S Code 324-326) and is not cover d by the Walsh Hoaloy Public Contracts Act (41 U.S. Code 35-45), is subject to the following provisions and exceptions of said Eight-Hour Law of 1912, as amended, and to all other provisions and exceptions of said Law; No laborer or mechanic doing any part of the work contemplated by this contract, in the ouploy of the Contractor or any subcontractor contracting for any part of the said work conteriplLted., shall be required or permitted to work more than eight hours in any one calendar day upon such work, except upon the condition that compensation is paid to such 1ab, rer oa' mechanic in accordance with the provisions of this clause.. The wages of every laborer and mechanic employed by the Contractor or any subcontractor engaged in the perfor.-.iance of this contract shall be poriputed on a basic day rate of eight hours per day; and work in excess of eight hours per clay is permitted only upon the condition that Ivory such laborer and mechanic shall be compensated for all hours worked in excess of eight hours per day at not less than one and one-half tines the basic rate of pay. For each violation of the requirements of this clause a penalty of five dollars shall be imposed for each laborer or mechanic for every calendar day in which such employee is required or permitted to labor more than eight hours upon said work without receiving compensation conputod in accordance with this clause, and all penalties thus imposed shall be withheld for the use and benefit of the Govornr..ent, NONDISC 'LD-iINtiTION IN F,iiPLOYLENT (ASPR 12-802 AFPI 7403.17) (a) In connection with the porfoniianc(-, of work under this contract, the Contractor agrees not to discriminate against any employee or applicant for employment because of race, religion, color, or national origin. The aforesaid provision shall include, but not be United toy the following: e mpl_;yi:rent, upgrading, dor.iotion/or transfer; rocrui_tr.:ont or recruitment advertising; layoff or terminaation; rates of pay or other forms of compensation; and selection for training, including apprenticeship., The Contractor LLgreos to post hereafter in conspicuous places, available for employees and applicants for eriployr:ient, notices to be provided by the Contracting Officer setting forth the provisions of the nondiscrimination clause. (b) The Contractor further agrees to insert the foregoing provision in all subcontraacts hereunder, cxcopt subcontracts for standard cons.ercia7. supplies or raw riatori.ais, (CPFA prov FiQ+cgelease 1999/09/08 : CIA-RDP81 B00879R000900080032-4 Approved For ReiGose 1999/09/08 : CIA-RDP81 B0 9R000900080032-4 OFFICIIdS 1OT TO BENIEFIT (ASPR 7-103.19 AFPI 7-403.18) No member of or delegate to Congress, or resident commissioner, shall be admitted to any shire 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, COVENANT AGAINST CONTINGENT FEES (ASPR 7-103,20 AFPI 7-.403,19) i.: .c Contractor warrants that no person or selling agency has peen omployed or retained to solicit or secure this contract upon an agreement or understanding for a comri.tssion, percentage, broker- age, or contingent foe, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty the Govornnont shall have the right to annul this contract without liability or in its discretion to deduct from the contract price or consideration, or otherwise recovery the full amount of such coat ission, percentage, brokorage or contingent foe, PATENT RIGHTS (ASPR 9-107 AFPI 7-403.20) (a) As used in this clause., the following torus shall have the meanings sot forth below: (i) The term "Subject Invention" means any invention, 3s':provo-_ent or discovery (whether or not patentable) conceived or first aotualiy reduced to practice either (A) in the performance of the experirontal, developmental, or research work called for or required under this contract: or (B) in the performance of any expeririental, 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 tery.a "Subject Invention" 'mri 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 tern "Technical P,rsonncl" moans any person oriployod by or working under contract with the Contractor (other than a sub- contractor whose responsibilities with respect to rights accruing to the Government in inventions arising under subcontracts set forth in paragraphs (g), (h), and (i) below) 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" moan any subcontract or subcontractor of the Contractor, and any lower-tier (CPFF Apr. 1 ~ S) Approved For Release 1999/09/08 : CIA-RDP81 B00879R000900080032-4 : a'Approved For Ruse 1999/09/08 : CIA-RDP81 B0WW9R000900080032-4 -subcontract or subcontractor under this contract. (b)(l) The Contractor agrees to and does hereby grant to the Goverra ent an irrevocable, noncxclusivc, nontransferable, and royalty- free license to practice, and cause to be practiced by or for the United States Govern:lent throughout the world, each Subject Invention in the nanufacture, use and disposition according to law, of any article or n,atorial, and in the use of any nothod. No license granted heroin shall convey any right to the Gov,rnr,ent to nanufacturo, hove manufactured, or use any Subject Invention for the purpose of providing services or suppli;s to the g:neral public in competition with the Contractor or the Contractor's cosh ercia]_ licensees in the licensed fields, (2) With respect to: (i) Person cl; any Subject Invention made by other than Technical (ii) any Subject invention conceived prior to, but first actually reduced to practice in the course of, any of the experimental, devolopnentLol, or research work specified in (a) (i) above; and (iii) 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 Contractors right to grai sa_ c without i.::;urring any obligation to pay royalties or other cL.:iponsati.on to others solely on account of said grant, Nothin,-' contained in this Patent Lights clause shall be doonnod to grant any license under any invention other than a Subject Invention. (c) The Contractor shall furnish to the Contracting Officer the following infori:iation anc reports concerning Subject Invention which reasonably appears to be patentable: (i_) a written disclosure promptly after conception or first actual reduction to practice of each such Invention together with a written st:tonent specifying whether or not a United States potent applic:et:i_en clai:.ing the Invention has boon or will be filed by or on hc;,~.,..af of the Contractor; (ii) intori.i reports, at least every twelve r.lonths, co,rr-2enci-t with the date of this contract, each listing all such Invorlti ns conceived or first actu,:L].ly reduced to practice more than three .,nths prior to the date of the re:;port, and not listed on a prior interim report, or Cortif,ying that there are no such unreported Inventions; and (CPFF Apr. 18, ?58) Approved For Release 1999/09/08 : CIA-RDP81 B00879R000900080032-4 Approved For Refiise 1999/09/08 : CIA-RDP81 B066T9R000900080032-4 (iii) prior to final settlement of this contract, a final report listing all such Inventions including all those previously J..ieted in interim reports. (d) In connection with each Subject Invention referred to in (c)(i) above, the Contractor shall do the following: (1) if the Contractor specifies that a United States patent application claiming such Invention will be filed, the Contractor shall file or cause to be filed such application in due form and time; however, if the Contractor, after having specified that such an application would be filed, decides not to file pr 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 specifies that a United States patent application claiming such Invention has not been filed and will not be filed (or having specified that such an application will be f`i.'ed thereafter notifies the Contracting Officer to the contrary), t?1_:; Contracting Officer shall: (A) inform the Contracting Officer in writing at the earliest practicable date of any publication of such Invention made by or known to the 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 in-'6erest in such Invention by deliverying to the Contracting Officer upon written request such duly executed instruments (prepared by the Government) of assignment and application, and such c-t'-.r 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 covering 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 reservation of a non-exclusive and royalty-free license to the Contractor (and to its existing and future associated and affiliated companies, if any, within the cor}.,orate structure of which the Contractor is a part) which license shall be assignable to the successor of that part of the Contractor's business to which such Invention pertains; (iii) the Contractor shall furnish promptly to the Contracting Officer on request an irrevocable power of attorney to inspect and make copies of each United States patent application file,1 by or on behalf of the Contractor covering any such Invention; - 21 - ~oXfl. Fly, R"ase 1999/09/08 : CIA-RDP81 B00879R000900080032-4 Approved For Ret se 1999/09/08 : CIA-RDP81 BOl r 9R000900080032-4 (iv) In the event the Contractor, or those other than the Government deriving rights from the Contractor, elects not to continue pr_)ecution_ of any such United States patent application filed by or o::: Behalf of the Contractor, the Contractor shall so notify the C` tracting Officer not less than sity days before the expiration of tb response period and, upon written request, deliver to the Contracting Of:-_cer such duly executed instruments (prepared by the Government) as deemed necessary to vest in the Government the Contractor's entire r - ht, title, and interest in such Invention and theepplication, 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 within: (1) nine months from the date a corresponding United States application is filed; (ii) six months from the date permission is granted to file foreign applications where such filing had been prohibited for security reasons; or (iii) such longer period as may be approved by the Contracting Officer. The Contractor shall, upon written request of the Contracting Officer, convey to tli..e Government the Contractor's entire right, title, and interest in each Subject Invention in each foreign country in which an application has not been filed within the time above specified, subject to the reservation of a non-exclusive and royalty-free license to the Contractor together with the right of the Contractor to grant sublicenses, which license and right shall be assignable to the successor of that part of the Contractor's business to which the Subject Invention pertains. (f) If the Contractor fails to deliver to the Contracting Officer the interim reports required by (c)(ii) above, or fails to furnish the written disclosures for all Subject Inventions required by (c)(i) above shown to be due in accordance with any interim report delivered unc'.er (c)(ii) or otherwise known to be unreported, there shall be withheld from payment until the Contractor shall have corrected such failures either ten percent (10%) of the amount of this contract, as from time to time amended, or five thousand dollars ('~'(~5,000), whichever is less. After payment of eighty percent (80%) of the amount of this contract, as from time to time amended, payment shall be withheld until a reserve of either ten percent (10%) of such amount, or five thousand dollars (';5,000), whichever is less, shall have been set aside, such reserve )~wp l.Fpj R,~ ase 1999/09/08 : CIA-RDP81B00879R000900080032-4 Approved For Relse 1999/09/08 : CIA-RDP81 B0bW9R000900080032-4 or boo. ncee t ereof to be rotaincd until the Contractor shall have furnis tr: the Contracting Officer: (1) the final report required by (c)(iii) above; (ii) written disclosures for all Subject Inventions required by (c(i) above which are shown to be duo in accordance with interim reports delivered under (c)(ii) above or in accordance with such final reports or are otherwise known to be unreported, and (iii) the infornation as to any subcontractor required by (h) below, Thu r..axi; iurz anount which nay be withhold under this paragraph (f) shall not exceed ton percent (10%) of the amount of this contract or five thousand dollars (?'>5,000), whichever is loss,, and no aaoeait shall be withheld under this paragraph (f) when the aianunt specified by this paragraph (f) is being withhold under other provisions of this contract. The withholding of any ur::ount or subsequent payuent thereof to the Contractor shall not be construct' as a waiver of any rights accruing to the Go-erraicnt under this contract. This paragraph (f) shall not be construed as requiring the Contractor to withhold any eL~c~unts 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 here- under of three thousand dollars ("3,000) or i_iere having exp-:.rincnta1, 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 subcontract without written authc:r_.ation of the Contracting Officer,, and upon obtaining such authorizatic.n, shall cooperate with the Govt is crit in tho negotiation with such subcontractor of an ac.eptablc patent rights clause; provided, however, that the Contractor sh.L.11 in any event require the subcontractor to grant to the Go,vernl-ient patent rights under Subject Inventions of no loss scope and on no loss favorable torus than those which the Contractor has under such subcontracts, except that in no event shall the subcontractor be required to grant to the Governr..ent patent rights in excess of those heroin agreed to be grantecd to the Government by the Contractor, (h) The Contractor shall, at the earliest practicable date, notify the Contracting Officer in writing of any subcontract containing a patent rights clause, furnish the Contracting Officer a copy of such clause, and notify the Contracting Officer when such subcontract is coripleted. It is understood that with respect to such subcontract clause, the Government is a third party beneficiary, and the Contractor hereby assi fns to the Government all the rights that the Contractor would have to enforce the subcontractor's obl.igatioi:s for the benefit of the Govern:=cnt with respect to Subject In=ventions. The Contractor shall net be obli. atcal to cn.forco the agroonents of any (CP F Apr, 1G, t 58) Approved For Release 1999/09/08 : CIA-RDP81 B00879R000900080032-4 ? Approved For Ret se 1999/09/08 : CIA-RDP81 B0GN9R000900080032-4 subcontractor hereunder relating to Subject Inventions. (i) When the Contractor shows that it has been delayed in t_.o performance of this contract by reason of its inability to obtain is: accordance with (g) above a suitable patent rights clause from a qualified subcontractor for any item or.Aervice required under this cc-.- `-'act for which the Contractor, itse;f does not have available fr lities or qualified personnel, the Contractor's delivery dates s:11 be extended for a period of time equal to the duration of such clay; and, upon request of the Contractor, the Contracting Officer shall determine >:.o what extent, if any, an additional extension of the delivery dates and an increase i . contract prices based upon additional cost incurred by such delay are proper under the circumstances; and the contract shall be modified accordingly. If the Contractor, after exerting all reasonable effort, is Liable to obtain a qualified subcontractor as set forth above, the Contractor may submit to the Contracting Officer a written request for waiv.!r or nc ification of the requirement that a suitable atent 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 waiv'-r or termination provision hereinafter set forth. If, within thirty-f:~,e (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 Government. If within such per3.od the Contractor shall receive a written den-lal of such request by the Contracting Officer, this contract shall thereupon automatically ter:iinate and the rights and obligations of the parties shall be govern- ed by the provisions of the clause of this contract providing for tc-mination for the convenience of the Government. 21,. GOVERNiiENT PROPERTY (,SPR 13-503 AFPI 7-403.21) (a) The Government shall deliver to the Contractor, for use in cor:nection with and under the terms of this contract, the property described in the Schedule or specifications, together with such related data and information as the Contractor may request and as may reasonably be required for the intended use of such property (hereinafter referred to as "Government-furnished Property"). The delivery or performance dates for the supplies or services to be furnished by the Contractor under this contract are based upon, the expectation that Government- furnished Property suitable for use will be delivered to the Contractor at the times stated in the Schedule or, if 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 delivered to the Contractor by such time or times, the Contracting Officer shall, upon timely written request made by the Contractor, make a determination of the delay occassioned the Contractor and shall - - 24 - (Aproyed R4r Lease 1999/09/08 : CIA-RDP81 B00879R000900080032-4 'Approved For Rele 1999/09/08 : CIA-RDP81 B00&9R000900080032-4 (d) The . ovo naont Property provided ur fujrnished pur suant to the terT:,s of this contract shall, 1~nlcss other" se' ,revidod ho'.rein, be used, only for the perfcrraance of this c?ntr_.ct. e) The Contractor shall rain a n and administer, in accorddan. with sea d industrial practice, a 1 rogr_.m for the maintenance, re-pair , protection an,?. pr. eservz.ticn of r;nt pr,5p^r. ty, so as to assure full it ~ availability and usef`a::.ness for the perforrr"~rce of this csntttact, The Contractor shall take all reasonable steps t6, calaply with all appropriate direction,; or instructions which the Contracting Cffi_cer ray prescribe as reasonably necessary for the protection cf ?ver r Pot pr. aparty4 (f) (i.) The Contractor shall not be liable for any loss of or Cd.ari;?ge to the Govarnoont preporty, or for e penses incidental to such LOSS or damage, except that the Contractor shall he responsible for any ouch loss gar cringe (includ.ing expenses incidental thereto) (') Which ;results frog.j w=l~ misconduct or l ck of g^ od faith on the net of any of the Contractorts direct*.rs or officers, or on the Part of any of its managers, superi:_ntenrlents, or other equivalent represen- ta i rest who have:: s~~ervisi n or direction of (1) all or substantially aLl of the, Ccntracturis business, or (ii) all or sulsstantial y ~ l Of the CContractor t s operations at any one plant or separate location i.rl t:.is contract is being performed, or.. (l:') a sepaxa-Le and r upTete r-maj?r industrial operation in connection with the performance of %r csritract.; or (:) which results frcn a failure -c,zi. the part, of the '; ..i+.,ractor, ',ace, to the willfu_j misconduct or lack of good f, ith oti t;}, p_r. t of ..ny of ...I's directors, officers, or other representatives nO-a ,-,roe' in s bp.ar .fir } h (~,) above, (l) to l intain and ac'_rainister, i_r. r:.ceorrJ.:.r!ce ,ritjj. sound industrial practice, the program for maintenance, repair, prcteec-tiori and preservation of Goverrr en t property as required by a' ~.gr -oh (e) hereof, or (fill to take all reasonable steps to cer x,ly with any .appropriate written directions of the Contr