CLAUSES FOR COST-TYPE R&D CONTRACTS

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 contractor to furnish a Certificate of Current Cost or Pricing Data (see 3.807-6) and shall assure that the contract includes or is modified to include a Defective Pricing Data clause (see 7.104-28).

7.404-2 Alterations in Contract. The clause set forth in 7.105-1 may be inserted.

7.404-3 Reserved7

7.404-4 Bill of Materials. The clause set forth in 7.105-6 may be inserted pursuant to the provisions thereof. 7.404-5 Stop Work Orders. The clause set forth in 7.105-8, if modified as prescribed in 7.205-6, is authorized for use under the criteria, and in accordance with the instructions set forth in 7.105-8.

7.404-50 Notice

of Delay. In accordance with the instructions in 7.205-50, the clause set forth therein authorized for use.

7.404-51 Reserved

is

7.404-52 Date of Incurrence of Costs. The clause set forth in 7.205-52 may be inserted when authorized in accordance with 15.205-30.

7.404-53 Inventions Made Under Contractor's Independent Research and Development Programs. When the New Technology clause is included in the contract (see 9.107-5) and it is determined that the contractor maintains an independent research program, the clause set forth in 9.107-8 may be included in the Schedule at the contractor's request. 7.404-54 through 7.404-56 Reserved

7.404-57 Federal, State, and Local Taxes. At the discretion of the contracting officer and when requested by the contractor, the clause set forth in 11.402(e) may be inserted in cost-reimbursement type contracts.

7.450

Clauses

for

Cost-Reimbursement Research and

Development Contracts With Nonprofit Institutions (Including Educational Institutions).

7.450-1 Applicability. Paragraphs 7.451, 7.452, and 7.453, including their subparagraphs, are applicable to costreimbursement type research and development contracts with

NASA PROCUREMENT REGULATION

7.450-1

CONTRACT CLAUSES

nonprofit organizations (including educational institutions), as defined in 1.236, which involve no fee or profit.

7.451 Required Clauses. Except as otherwise provided in 7.460, the following clauses shall be inserted in all contracts specified in 7.450-1.

7.451-1 Definitions. Insert the clause set forth in 7.1031. Additional definitions may be included provided they are not inconsistent with such clause or the provisions of this

Regulation.

7.451-2 Limitation of Cost. Insert the clause set forth

below.

LIMITATION OF COST (MARCH 1969)

(a) It is estimated that the total cost to the Government 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 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.

7.451-3 Allowable Cost and Payment. Insert the clause set forth in 7.203-4 (a), modified in accordance with 7.203-4 (c) (5) and, as appropriate, 7.203-4 (c) (8) and (9).

7.451

CFR TITLE 41 CHAPTER 18

CLAUSES FOR COST-TYPE R&D CONTRACTS

7.451-4 Standards of Work. 7.302-3.

Insert the clause set forth in

7.451-5 Inspection. Insert the first clause set forth in 7.302-4. However, where a more detailed provision covering inspection is desired, as where the primary contract objective is the delivery of end items, rather than designs, drawings, or reports, the Inspection and Correction of Defects clause set forth in 7.402-5 shall be used.

7.451-6 Assignment of Claims. In accordance with the requirements of 7.103-8, insert the clause set forth therein. 7.451-7 Examination of Records by Comptroller General. In accordance with 7.104-15, insert the clause set forth therein. In the case of research and development contracts with nonprofit institutions and subcontracts thereunder, and pursuant to procedures approved by the Comptroller General, original documentary evidence in support of costs of the transportation of things will not be required pursuant to said

clause.

7.451-8 Subcontracts. In accordance with the requirements of 7.402-8, insert the clause set forth therein.

Utilization

of

Small

Business
accordance

and
with

Small the

7.451-9 Disadvantaged Business Concerns. In requirements set forth in 1.707-3, insert the appropriate clause contained therein.

7.451-10 Termination for the Convenience of the Government.

In accordance with the requirements of 8.704-1, insert the

clause set forth therein.

7.451-11 Disputes. Insert the clause set forth in 7.103-12. 7.451-12 Reserved

7.451-13 Buy American Act and Trade Agreements Act. In accordance with the requirements of Part 6, Subpart 1, insert the clause set forth in 6.104-5.

Next page is 7-4:97

NASA PROCUREMENT REGULATION

7.451-13

CLAUSES FOR COST-TYPE R&D CONTRACTS

7.451-14 Convict Labor. In accordance with the requirements of Part 12, Subpart 2, insert the clause set forth in 7.104-17.

7.451-15 Walsh-Healey Public Contracts Act. Insert the clause set forth in 12.605.

7.451-16 Contract Work Hours Standards Act-Overtime Compensation. Insert the clause set forth in 12.303-1. Note the introductory language required by 12.303-2 for inclusion in contracts with a State or political subdivision thereof.

7.451-17 Equal Opportunity. In accordance with the provisions of 12.804, insert the appropriate clause set forth therein.

7.451-18 Officials Not To Benefit. Insert the clause set forth in 7.103–19.

7.451-19 Covenant Against Contingent Fees. Insert the clause set forth in 1.503.

7.451-20 Authorization and Consent. Insert the clause set forth in 9.102(b).

7.451-21 Notice and Assistance Regarding Patent and Copyright Infringement. Insert the clause set forth in 9.104.

7.451-22 New Technology. In accordance with the requirements of 9.107-4, insert the New Technology clause of 9.107-5.

7.451-23 Rights in Data. If data is to be delivered under the contract, insert the appropriate clause in accordance with the instructions in 9.203.

7.451-24 Security Requirements. Insert the clause set forth below only in contracts without fee with educational institutions. In contracts with nonprofit institutions which are not educational institutions, insert the clause set forth in 7.204-12.

SECURITY REQUIREMENTS (JULY 1977)

(a) The provisions of this clause shall apply to the extent that this contract involves access to information classified "Confidential," "Secret," or "Top Secret."

(b) The Contractor shall comply with (i) the Security Agreement (DD Form 441), including the attached Department of Defense Industrial Security Manual for Safeguarding Classified Information (DoD 5220.22-M); and (ii) any revisions thereto, notice of which has been furnished to the Contractor.

(c) If, subsequent to the date of this contract, the security classifications or security requirements under this contract are changed by the Government as provided in this clause, and if such changes cause an increase or decrease in the estimated cost or time required for performance of this contract, the estimated cost, fee, delivery schedule, or any other provision of the contract that may be affected, shall be subject to an equitable adjustment. Any such equitable adjustment shall be accomplished in the manner set forth in the "Changes" clause of this contract.

(d) The Contractor agrees to insert, in all subcontracts hereunder which involve access to classified information, provisions which shall conform substantially to the language of this clause, including this paragraph (d) but excluding the last sentence of paragraph (c) of this clause.

(e) In the event a change in security requirements, as provided in paragraphs (b) and (c), results (1) in a change in the security classification of this contract or any element thereof from an unclassified status to a classified status or from a lower classification to a higher classification or (2) in more restrictive area controls than previously required, the Contractor shall exert every reasonable effort compatible with his 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 continuation of work under this contract is not practicable because of such change in security classification or requirements he shall so notify the Contracting Officer in writing.

(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 the notification of the Contractor's stated inability to proceed, (1) the application to this contract of such change in security classification or requirements has not been withdrawn, or (2) 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 Contracting Officer shall terminate the contract in whole or in 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."

7.451-25 Government Property. In accordance with 13.707, insert the appropriate clause(s) required therein.

7.451-26 Insurance-Liabiltiy to Third Persons. In accordance with the requirements of 7.402-26, insert either the clause set forth in 7.203-22 or the appropriate clause indicated in 7.402-26. When the clause in 7.203-22 is used, the title "Allowable Cost, Fixed-Fee, and Payment" in paragraph (c) will be changed to read "Allowable Cost and Payment."

NASA PROCUREMENT REGULATION

7.451-26

CLAUSES FOR COST-TYPE R&D CONTRACTS

(4) the subcontractor's current, complete, and accurate cost or pricing data and Certificate of Current Cost or Pricing Data when such data and certificate are required by other provisions of this contract to be obtained from the subcontractor; and

(5) identification of the type of subcontract to be used.

(c) The Contractor shall obtain the written consent of the Contracting Officer prior to placing any subcontract for which advance notification is required under (a) above. 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 (c). (d) The Contractor agrees that no subcontract placed under this contract shall provide for payment on a cost-plus-apercentage-of-cost basis.

(e) The Contracting Officer may, in his discretion, specifically approve in writing any of the provisions of a subcontract. However, such approval or the consent of the Contracting Officer obtained as required by this clause shall not be construed to constitute a determination of the allowability of any cost under this contract, unless such approval specifically provides that it constitutes a determination of the allowability of such cost.

(f) 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 respect to which the Contractor may be entitled to reimbursement from the Government.

(g) Notwithstanding (c) above, the Contractor may enter into subcontracts within (i) and (ii) of (a) above, without the consent of the Contracting Officer, if the Contracting Officer has approved in writing the Contractor's procurement system and the subcontract is within the scope of such approval.

(h) The Contractor shall (i) insert in each price redetermination or incentive price revision subcontract hereunder the substance of the "Limitation on Payments" paragraph set forth in the appropriate clause prescribed by paragraph 7.108 of the NASA Procurement Regulation, including subparagraph (4) thereof, modified to omit mention of the Government and reflect the position of the Contractor as purchaser and of the subcontractor as vendor, and to omit that portion of subparagraph (3) thereof relating to tax credits, and (ii) include in each cost-reimbursement type subcontract hereunder a requirement that each price redetermination and incentive price revision subcontract thereunder will contain the substance of the "Limitation on Payments" provision, including subparagraph (4) thereof, modified as outlined in (i) above. (i) To facilitate small business participation in subcontracting under this contract, the Contractor agrees to provide progress payments on the fixed-price types of subcontracts of those subcontractors which are small business concerns, in conformity with the standards for customary progress payments stated in paragraphs 503 and 514 of Appendix E of the NASA Procurement Regulation, as in effect on the date of this contract. The Contractor further agrees that the need for such progress payments will not be considered as a handicap or adverse factor in the award of subcontracts.

(b) In contracts of the types listed in 23.201-2(b), insert the following paragraph (g) in lieu of paragraph (g) of the clause set forth in (a) above.

(g) Notwithstanding (c) above, the Contractor may enter into subcontracts within (i), (ii), or (iii) of (a) above without the prior written consent of the Contracting Officer, if the Contracting Officer has in writing approved the Contractor's procurement system and the subcontract is within the scope of such approval. (AUG 1969)

(c) In contracts without fee with educational institutions, change “(iii)” in paragraph (a) of the clause in (a) above to read:

(iii) provides for the fabrication, purchase, rental, installation, or other acquisition of equipment or of industrial facilities. (JUNE 1978)

(d) In accordance with 12.804, insert the "Equal Opportunity Preaward Clearance of Subcontracts" clause set forth therein.

7.402-9 Utilization of Small Business and Small Disadvantaged Business Concerns. In accordance with the requirements of 1.707-3, insert the appropriate clause set forth therein.

7.402-10 Termination. In accordance with the requirements of 8.702, insert the appropriate clause set forth therein.

7.402-11 Disputes. Insert the clause set forth in 7.103-12.

7.402-12 [Reserved]

7.402-13 Buy American Act and Trade Agreements Act. In accordance with the requirements of Part 6, Subpart 1, insert the clause set forth in 6.104-5.

7.402-14 Convict Labor. In accordance with the requirements in Part 12, Subpart 2, insert the clause set forth in 7.104-17.

7.402-15 Walsh-Healey Public Contracts Act. Insert the clause set forth in 12.605.

7.402-16 Contract Work Hours Standards Act-Overtime Compensation. Insert the clause set forth in 12.303-1. Note the introductory language required by 12.303-2 for inclusion in contracts with a State or political subdivision thereof.

NASA PROCUREMENT REGULATION

7.402-16