CLAUSES FOR FIXED-PRICE R&D CONTRACTS

7.303-54 Financial Reporting of Government-Owned/Contractor-Held Property. In accordance with the instructions in 7.104-54, insert the clause set forth therein.

7.303-55 Cost Accounting Standards. In accordance with 3.1204, insert the clause set forth in 7.104-55.

7.303-56 NASA Financial Management Reporting. Insert the appropriate clause set forth in 7.104-53 in accordance with the instructions set forth therein.

7.303-57 Key Personnel and Facilities. In accordance with the requirements of 1.352, insert the clause set forth therein.

7.303-58 Safety and Health. In accordance with the requirements of Part 1, Subpart 52, Insert the clause set forth in 1.5204.

7.303-59 [Reserved]

7.303-60 Report on NASA Subcontracts. In accordance with the requirements of 21.500, insert the clause set forth therein.

7.303-61 Rights in Data for Potentially Hazardous Items. In accordance with the requirements of 9.203-6, insert the clause specified therein.

7.303-62 Potentially Hazardous Items. In accordance with the requirements of 1.351, insert the clause set forth therein.

7.303-63 Pricing of Adjustments. In accordance with the requirements of 7.103-54, insert the clause set forth therein.

7.303-64 Order of Precedence. In accordance with 7.104-56, insert the clause set forth therein. 7.303-65 Preference for United States Flag Air Carriers. In accordance with 1.336-1(b), insert the clause in 7.104-95.

86.

7.303-66 through 7.303–85 [Reserved]

7.303-86 Notification of Changes. In accordance with 26.802 insert the clause set forth in 7.104

7.303-87 and 7.303-88 [Reserved]

7.303-89 Engineering Change Proposals (ECP's). In accordance with 26.205, the clause under 7.104-89 is a sample clause.

7.303-90 Change Order Accounting. In accordance with 26.205, the clause under 7.104-90 is a sample clause.

7.303-91 Notice of Intent to Disallow or Not Recognize Costs. Insert the clause in 7.203-30 in all fixed-price incentive contracts and contracts providing for price redetermination.

7.304 Additional Clauses. Insert the following clauses if it is desired to cover the subject matter. 7.304-1 Changes.

CHANGES (SEPTEMBER 1962)

The Contracting Officer may at any time, by a written order, and without notice to the sureties, if any, make changes, within the general scope of this contract, in any one or more of the following: (i) drawings, designs, or specifications, (ii) method of shipment or packing, (iii) place of inspection, delivery, or acceptance, and (iv) the amount of Governmentfurnished property. If any such change causes an increase or decrease in the cost of, or the time required for performance of, this contract, or otherwise affects any other provisions of this contract, whether changed or not changed by any such order, an equitable adjustment shall be made (i) in the contract price or time of performance, or both, and (ii) in such other provisions of the contract as may be so affected, 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 notification of change; Provided, however, that the Contracting 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. Failure 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 clause shall excuse the Contractor from proceeding with the contract as changed.

In the foregoing clause, the period of "sixty (60) days" within which any claim for adjustment must be asserted may be reduced to a period of not less than "thirty (30) days." In accordance with 10 U.S.C. 2306(f), prior to the pricing of any contract change or modification that is expected to exceed $500,000, except where the price is based on adequate price competition, | established catalog or market prices of commercial items sold in substantial quantities to the general public, or prices set by law or regulation, the contracting officer shall require the

NASA PROCUREMENT REGULATION

7.304-1

CONTRACT CLAUSES

contractor to furnish a Certificate of Current Cost or Pricing Data (see 3.807-6) and shall assure the contract includes or is modified to include a Defective Pricing Data clause (see 7.104-28). 7.304-2 Alterations in Contract. The clause set forth in 7.105-1 may be inserted.

7.304-3 [Reserved]

7.304-4 Bill of Materials. In accordance with the instructions in 7.105-6, the clause set forth therein may be used.

7.304-5 Stop Work Orders. The clause set forth in 7.105-8 is authorized for use under the criteria, and in accordance with the instructions, set forth in 7.105-8.

7.304-6 [Reserved]

7.304-7 [Reserved]

7.304-8 Warranty. In accordance with 1.324, an appropriate warranty clause may be inserted. 7.304-50 Notice of Delay. In accordance with the instructions in 7.205-50, the clause set forth therein is authorized for use.

7.304-51 Limitation of Government's Obligation. The clause set forth below is authorized for use when all of the following conditions are present:

(i) the total fixed price of the contract (including options as defined in Part 1, Subpart 15) is $1,000,000 or more;

(ii) the period of performance under the contract is in excess of twelve months or the period of performance overlaps the succeeding fiscal year;

(iii) funds are not available to fund the total fixed-price of the contract at the time of entering into the contract; and

(iv) initial funding of the contract is not less than fifty percent of the total fixed-price. Notwithstanding the grant of authority to use the clause under the foregoing circumstances, it is emphasized that fixed-price contracts shall be fully funded whereverpossible and that, accordingly, incremental funding of such contracts should be kept to the absolute minimum. Contracting officers are authorized, in appropriate cases, to revise paragraphs (a), (b), and (g) of the clause to specify the work required under the contract in lieu of contract item numbers.

LIMITATION OF GOVERNMENT'S OBLIGATION (SEPTEMBER 1974)

(a) of the total price of items through the sum of S..... is presently available for payment and allotted to this contract. It is anticipated that from time to time additional funds will be allotted to this contract in accordance with the following schedule until the total price of said items is allotted.

(b) The Contractor agrees to perform or have performed work on said items up to the point at which, in the event of termination of this contract pursuant to the clause hereof entitled "Termination for Convenience of the Government," the total amount payable by the Government, (including amounts payable in respect of subcontracts and settlement costs) pursuant to paragraph (e) thereof, would in the exercise of reasonable judgment by the Contractor approximate the total amount at the time allotted to the contract. The Contractor shall not be obligated to continue performance of the work beyond such point. The Government shall not be obligated in any event to pay or reimburse the Contractor in excess of the amount from time to time allotted to the contract, anything to the contrary in the clause hereof entitled "Termination for Convenience of the Government" notwithstanding.

(c) It is contemplated that funds presently allotted to this contract will cover the work to be performed until ..... In the event funds allotted are considered by the Contractor to be inadequate to cover the work to be performed until the above date, or an agreed date in substitution thereof, the Contractor shall notify the Contracting Officer in writing when within the next thirty (30) days the work will reach a point at which, in the event of termination of this contract pursuant to the clause hereof entitled "Termination for Convenience of the Government," the total amount payable by the Government (including amounts payable in respect of subcontracts and settlement costs) pursuant to paragraph (e) thereof, will approximate eighty-five percent (85%) of the total amount then allotted to the contract. The notice shall state the estimated date when such point will be reached and the estimated amount of additional funds required to continue performance to the above or an agreed substituted date. The Contractor shall, thirty (30) days prior to the date above written or agreed substituted date, advise the Contracting Officer in writing as to the estimated amount of additional funds which will be required for the timely performance of the contract for a further period as may be specified in the contract or otherwise agreed to by the parties. If after such latter notification, additional funds are not allotted by the date above written or by an agreed date in substitution thereof, the Contracting Officer will, upon written request of the Contractor, terminate this contract on such date or the date set forth in the request, whichever is later, pursuant to the provisions of the clause of this contract entitled "Termination for Convenience of the Government."

7.304-2

CFR TITLE 41 CHAPTER 18

CLAUSES FOR FIXED-PRICE R&D CONTRACTS

(d) When additional funds are allotted from time to time for continued perfomance of the work under this contract, the parties shall agree on the applicable period of contract performance which shall be covered by such funds. The provisions of paragraphs (b) and (c) above shall apply to such additional allotted funds and substituted date pertaining thereto and the contract amended accordingly.

(e) If the Contractor incurs additional costs, or is delayed in the performance of the work under this contract, solely by reason of the failure of the Government to allot additional funds in amounts sufficient for the timely performance of this contract, and if additional funds are allotted, an equitable adjustment shall be made in the price or prices (including appropriate target, billing and ceiling prices where applicable) of said items or in the time of delivery or both. Failure to agree to any such equitable adjustment hereunder shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes."

(f) The Government may at any time prior to termination, and, with the consent of the Contractor, after notice of termination, allot additional funds for this contract.

(g) The provisions of this clause with respect to termination shall in no way be deemed to limit the rights of the Government under the clause hereof entitled "Default." The provisions of this clause are limited to the work on and allotment of funds for the items set forth in (a) above. This clause shall become inoperative upon the allotment of funds for the total price of said work except for rights and obligations then existing under this clause.

(h) Nothing in this clause shall affect the right of the Government to terminate this contract pursuant to the clause of this contract entitled "Termination for Convenience of the Government."

7.304-52 through 7.304-58 [Reserved]

7.304-59 Price Escalation. The clauses set forth in 7.106 and 7.107 are authorized for use in accordance with the instructions set forth therein.

7.304-60 Incentive Price Revision. The clause set forth in 7.108 is authorized for use in accordance with the instructions set forth therein.

7.304-61 Special Tooling. Where special tooling is to be acquired by the contractor, the clause set forth in 13.704 is authorized for use in accordance with instructions contained therein. 7.350 Short Form Clauses for Fixed-Price Research Contracts With Nonprofit Institutions. Notwithstanding the provisions of 7.302 and 7.303, the short form clauses set forth or referred to in this paragraph 7.350 shall be used in fixed-price contracts for basic or applied research with nonprofit institutions of higher education, or with nonprofit institutions whose primary purpose is the conduct of scientific research, when a short form contract is desired. 7.350-1 Definitions. Insert the clause set forth in 7.103-1.

7.350-2 Payment.

PAYMENT (MARCH 1969)

(a) Payment will be made to the Contractor as set forth in the Schedule upon submission of status reports indicating the portion of the work which has been performed and after acceptance by the Contracting Officer. The status reports shall also contain a concise statement of the work which has been performed.

(b) A prerequisite to final payment is the submission by the Contractor of a statement of the amount of funds expended in the performance of this contract and the furnishing to the Contracting Officer, and his acceptance, of the technical reports and patent reports required by this contract.

(c) Status reports, statements of funds expended, and technical reports required by this contract shall be submitted by the Contractor directly to the Contracting Officer for the purpose of determining the acceptability of such reports and

statements.

7.350-3 Rights in Data. Insert the appropriate clause as prescribed by 9.203.

7.350-4 Government-Furnished Property. In accordance with the requirements of 13.710, insert the clause set forth therein.

7.350-5 Release of Information.

RELEASE OF INFORMATION (SEPTEMBER 1962)

It is the intent of NASA that the useful research information obtained under this contract be published either by NASA or in technical journals. Reports to be published by NASA should be prepared insofar as practicable in accordance with NASA editorial form. Three (3) copies of the manuscript containing research information obtained under this contract shall be furnished to NASA prior to release of the information by formal oral presentation or for publication in a technical journal. Appropriate credits to NASA will be included in any formal oral presentation or published article. Twenty (20) reprints of articles published in journals shall be furnished to NASA.

7.350-6 Security.

NASA PROCUREMENT REGULATION

7.350-6

CONTRACT CLAUSES

SECURITY (SEPTEMBER 1962)

If the subject matter of this contract is classified in the interest of national security, or if it appears that performance on the contract will require access to classified information, the Contractor shall be governed by a Department of Defense Security Agreement (DD Form 441), and the attachment thereto, "The Industrial Security Manual for Safeguarding Classified Information." Further, if information or material is developed pursuant to this contract which appears to require protection in the interest of national security, the Contractor shall notify NASA immediately in order that the appropriate classification category may be assigned, and a Security Agreement executed, if necessary.

7.350-7 Patent Rights. Insert the "Patent Rights (Small Business Firm or Nonprofit Organization)" clause of 9.108–5 if appropriate (see 9.108–4(a)(1).)

7.350-8 Disputes. Insert the clause set forth in 7.103-12.

7.350-9 Termination at the Option of the Government.

TERMINATION AT THE OPTION OF THE GOVERNMENT (SEPTEMBER 1962)

The performance of work under this contract may be terminated by the Government in whole or in part, whenever the Contracting Officer shall determine that such action is in the best interest of the Government. If this contract is so terminated, fair compensation for work performed will be provided for the Contractor.

7.350-10 Authorization and Consent. Insert the clause set forth in 9.102(b).

7.350-11 Notice and Assistance Regarding Patent and Copyright Infringement. Insert the clause set forth in 9.104.

7.350-12 Buy American Act and Trade Agreements Act. Insert the clause set forth in 6.104-5. 7.350-13 Examination of Records by Comptroller General. Insert the clause set forth in 7.104–15. 7.350-14 Equal Opportunity. In accordance with the provisions of 12.804, insert the appropriate clause set forth therein.

7.350-15 Covenant Against Contingent Fees. Insert the clause set forth in 1.503.

7.350-16 Officials Not To Benefit. Insert the clause set forth in 7.103-19.

7.350-17 Convict Labor. In accordance with Part 12, Subpart 2, insert the clause set forth in 7.104-17.

7.350-18 Audit By National Aeronautics and Space Administration. In accordance with 7.10442(a), insert the clause set forth therein.

7.350-19 Cost Accounting Standards. In accordance with 3.1204, insert the clause set forth in 7.104-55.

7.350-20 Additional Clauses. When circumstances justify it, the clauses prescribed in 7.302, 7.303, and 7.304 may be added to or substituted for the clauses set forth in 7.350-1 through 7.350-19; however, care should be exercised to ensure that there are no inconsistencies. 7.350-21 Clean Air and Water. Insert the clause set forth in 1.2302-2.

7.350-22 Notice of Intent to Disallow or Not Recognize Costs. Insert the clause in 7.203-30 in all fixed-price incentive contracts and contracts providing for price redetermination.

7.350-7

CFR TITLE 41 CHAPTER 18

Subpart 4-Clauses for Cost-Type R&D Contracts

7.400 Scope of Subpart. This Subpart sets forth uniform clauses for use in NASA costreimbursement type research and development contracts as defined in 7.401.

7.401 Applicability. As used throughout this Subpart, the term "cost-reimbursement type research and development contract" means any contract, including letter contracts (except notices of award, contracts placed under Small Purchases Procedures, and amendments or supplemental agreements which do not effect new procurement), which (i) is entered into on a cost, cost-sharing, or cost-plus-a-fixed-fee basis, and (ii) is for experimental, developmental, or research work.

7.402 Required Clauses for Contracts With Fee.

The following clauses shall be inserted in all cost-reimbursement type research and development contracts providing for a fee.

7.402-1 Definitions. Insert the clause set forth in 7.103-1. Additional definitions may be included provided they are not inconsistent with such clause or the provisions of this Regulation. 7.402-2 Limitation of Cost. Insert the following clause, except that in letter contracts insert clause 3 of NASA Form 551-3 set forth in 16.859-4(d).

LIMITATION OF COST (OCTOBER 1969)

(a) It is estimated that the total cost to the Government, exclusive of any fee, for the performance of this contract will not exceed the estimated cost set forth in the Schedule, and the Contractor agrees to use his best efforts to perform the work specified 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 he expects to incur in the performance of this contract in the next succeeding sixty (60) days, when added to all costs previously incurred, will exceed seventy-five percent (75%) of the estimated cost then set forth in the Schedule, or if at any time the Contractor has reason to believe that the total cost to the Government, exclusive of any fee, for the performance of this contract will be greater or substantially less than the then estimated cost thereof, the Contractor shall notify the Contracting Officer in writing to that effect, giving the revised 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 specified in such notice a revised estimated cost which shall thereupon constitute the estimated cost of performance of this contract. When and to the extent that the estimated cost set forth in the Schedule has been increased, any costs 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.

7.402-3 Allowable Cost, Fixed-Fee, and Payment. In accordance with the instructions set forth in 7.203-4(a), insert the clause set forth therein.

7.402-4 Standards of Work. Insert the clause set forth in 7.302-3. 7.402-5 Inspection and Correction of Defects.

INSPECTION AND CORRECTION OF DEFECTS (APRIL 1975)

(a) All work under this contract shall be subject to inspection and test by the Government (to the extent practicable) at all times (including the period of performance) and places, and in any event prior to 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 subcontractors engaged in the performance of this contract. If any inspection or test is made by the Government on the premises of the Contractor or a subcontractor, the Contractor shall provide and shall require subcontractors to provide all reasonable facilities and assistance for the safety and convenience of the Government inspectors in the performance of their duties. All inspections and tests by the Government shall be performed in such a manner as will not unduly delay the work. Except as otherwise provided in this contract, final inspection and acceptance shall be made at the place of delivery as promptly as practicable after delivery and shall be deemed to have been made no later than ninety (90) days after the date of such delivery, if final acceptance has not been made earlier within such period.

(b) At any time during performance of this contract, but not later than six (6) months (or such other period as may be provided in the Schedule) after acceptance of all the end items (other than designs, drawings, or reports) to be delivered under this contract, the Government may require the Contractor to remedy by correction or replacement, as directed by the Contracting Officer, any failure by the Contractor to comply with the requirements of this contract. Any time devoted to such correction or replacement shall not be included in the computation of the period of time specified in the preceding sentence, except as provided in (d) below. Except as otherwise provided in paragraph (c) below, the

NASA PROCUREMENT REGULATION

7.402-5