CONTRACT CLAUSES

TERMINATION OF WORK (OCTOBER 1981)

(a) The performance of work under this contract may be terminated by the Government in accordance with this clause in whole, or from time to time in part, whenever for any reason the Contracting Officer shall determine that such termination is in the best interest of the Government. Any such termination shall be effected by delivery to the Contractor of a written Notice of Termination specifying the extent to which performance of work under the contract is terminated, and the date upon which such termination becomes effective.

(b) After receipt of a Notice of Termination and except as otherwise directed by the Contracting Officer, the Contractor shall:

(i) stop work in performance of the contract on the date and to the extent specified in the Notice of Termination; (ii) place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the contract as is not terminated;

(iii) terminate all orders and subcontracts to the extent that they relate to the performance of work terminated by the Notice of Termination;

(iv) 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;

(v) 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 clause, 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 accordance with the provisions of this contract;

(vi) 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

(A) the fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced as a part of, or acquired in respect to the performance of, the work terminated by the Notice of Termination; and (B) the completed or partially completed plans, drawings, information, and other property which, if the contract had been completed, would be required to be furnished to the Government;

(vii) use his best efforts to sell in the manner, at the times, to the extent, and at the price or prices directed or authorized by the Contracting Officer, any property of the types referred to in (vi) above; provided, however, that the Contractor

(A) shall not be required to extend credit to any purchaser, and

(B) 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 Contractor under this contract or shall otherwise be credited to the price or cost of the work covered by this contract or paid in such other manner as the Contracting Officer may direct;

and

(viii) complete performance of such part of the work as shall not have been terminated by the Notice of Termination; (ix) 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 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 any item of reimbursable cost under this clause. At any time after expiration of the plant clearance period, as defined in Part 8 of the NASA Procurement Regulation, in effect as of the date of this contract, 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 authorized by the Contracting Officer, 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 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 his 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 one year 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 one 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 one year period or any extension thereof. Upon failure of the Contractor to submit his termination claim within the time allowed, the Contracting Officer may, subject to any Settlement Review Board approvals required by Part 8 of the NASA Procurement Regulation in effect as of the date of this contract, 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), and subject to any Settlement Review Board approvals required by Par 8 of the NASA Procurement Regulation in effect as of the date of this contract, the Contractor and the Contracting Officer may agree upon the whole or any part of the amount or amounts to be paid 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.

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(e) In the event of the failure of the Contractor and the Contracting Officer to agree in whole or in part, as provided in paragraph (d), as to the amounts with respect to costs to be paid to the Contractor in connection with the termination of work pursuant to this clause, the Contracting Officer shall, subject to any Settlement Review Board approvals required by Part 8 of the NASA Procurement Regulation in effect as of the date of this contract, determine, on the basis of information available to him, the amount, if any, due to the Contractor by reason of the termination and shall pay to the Contractor the amount determined as follows:

(i) there shall be included therein all costs and expenses reimbursable in accordance with this contract, not previously paid to the Contractor for the performance of this contract prior 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 the Contractor shall proceed as rapidly as practicable to discontinue such costs;

(ii) there shall be included therein so far as not included under (i) above, the cost of settling and paying claims arising out of the termination of work under subcontracts or orders, as provided in paragraph (b)(v) above, which are properly chargeable to the terminated portion of the contract; and

(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 supporting data with respect to the terminated portion of the contract and for the termination and settlement of subcontracts thereunder, together with reasonable storage, transportation, and other costs incurred in connection with the protection or disposition of termination inventory. (f) Costs claimed, agreed to, or determined pursuant to (c), (d) and (e) hereof shall be in accordance with the Part 15 Contract Cost Principle and Procedures of the NASA Procurement Regulation as in effect on the date of this contract. (g) The Contractor shall have the right of appeal, under the clause of this contract entitled "Disputes," from any determination made by the Contracting Officer under paragraph (c) or (e) above, except that if the Contractor has failed to submit his claim within the time provided in paragraph (c) above and has failed to request extension of such time, he shall have no such right of appeal. In any case where the Contracting Officer has made a determination of the amount due under paragraph (c) or (e) above, the Government shall pay to the Contractor the following: (i) if there is no right of appeal hereunder 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.

(h) In arriving at the amount due the Contractor under this clause there shall be deducted (i) all unliquidated advance or other payments theretofore made to the Contractor, applicable to the terminated portion of this contract, (ii) any claim which the Government may have against the Contractor in connection with this contract, and (iii) the agreed price for, or the proceeds of sale of, any materials, supplies, or other things acquired by the Contractor or sold pursuant to the provisions of this clause and not otherwise recovered by or credited to the Government.

(1) The Government may from time to time, under such terms and conditions as it may prescribe, make partial payments and payments on account against costs incurred by the Contractor in connection with the terminated portion of the contract whenever in the opinion of the 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 amount finally determined to be due under this clause, such excess shall be payable by the Contractor to the Government upon demand, together with interest computed at the rate established by the Secretary of the Treasury pursuant to Public Law 92-41, 85 STAT 97, 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 Government; provided, however, that no interest shall be charged with respect to any such excess payment attributable to a reduction in the Contractor's claim by reason of retention or other disposition of termination inventory until ten (10) days after the date of such retention or disposition, or such later date as determined by the Contracting Officer by reason of the circumstances.

(j) Appropriate equitable adjustment may be made in any related procurement contract of the Contractor which so provides and which is affected by a Notice of Termination under this clause. In no event shall the Government be liable to the Contractor for damages or loss of profits by reason of a Notice of Termination issued pursuant to this clause.

7.702-23 Notice of Use of the Facilities.

NOTICE OF USE OF THE FACILITIES (APRIL 1969)

The Contractor shall notify the Contracting Officer in writing whenever

(i) Use of all Facilities for Government work, in any quarterly period, is on an average less than 75% of the total use

of the Facilities.

(ii) Any item of the Facilities is no longer needed or usable for purposes of performing existing Government contracts or subcontracts for which use has been authorized.

7.702-24 Termination of the Use of the Facilities.

TERMINATION OF THE USE OF THE FACILITIES (MARCH 1963)

(a) The Contractor may at any time, upon written notice to the Contracting Officer terminate his authority to use any or all of the Facilities. Termination under this paragraph (a) shall not relieve the Contractor of any of his obligations or liabilities under any related procurement contract or subcontract affected thereby.

(b) The Contracting Officer may at any time, upon written notice, terminate or limit the Contractor's authority to use any or all of the Facilities. Except as otherwise provided in the "Failure to Perform" clause of this contract, appropriate

NASA PROCUREMENT REGULATION

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CONTRACT CLAUSES

equitable adjustment may be made in any related procurement contract of the Contractor which so provides and which is affected by any such notice.

7.702-25 Period of this Contract.

PERIOD OF THIS CONTRACT (MARCH 1963)

If not previously terminated pursuant to the "Termination of the Use of the Facilities" clause of this contract, the use of the Facilities authorized under this contract shall terminate five (5) years after its effective date. Thereafter, if continued use of the Facilities by the Contractor is mutually desired, the parties shall enter into a new contract which shall incorporate such provisions as may then be required by applicable laws and regulations. The parties may, by written agreement, extend the use of the Facilities hereunder beyond this five (5) year period to permit the completion of then existing related procurement contracts and subcontracts.

A period of less than five years may be specified where appropriate. A period of more than five years may be specified only in accordance with the deviation procedures of 1.109. 7.702-26 Disposition of the Facilities.

DISPOSITION OF THE FACILITIES (OCTOBER 1967)

(a) Except as the Contracting Officer otherwise directs, or until use of all the Facilities under this contract is terminated, the provisions of this clause shall not be applicable to those Facilities, the use of which has been terminated by the Contractor by a notice of termination under paragraph (a) of the "Termination of the Use of the Facilities" clause of this contract if:

(i) such Facilities comprise less than all of the Facilities in the possession of the Contractor, and

(ii) the Contracting Officer determines that continued retention of such Facilities would not interfere with the Contractor's operations.

(b) Within sixty (60) days after the effective date of any notice of termination given pursuant to the "Termination of the Use of the Facilities" clause of this contract, or within such longer period as the Contracting Officer may approve in writing, the Contractor shall submit to the Contracting Officer, in form satisfactory to him, an accounting for all the Facilities covered by such notice.

(c) Within one hundred and eighty (180) days after the Contractor accounts for any Facilities pursuant to paragraph (b) above, the Contracting Officer shall give written notice to the Contractor as to the disposition thereof, except as otherwise provided in paragraph (e) below. In effecting such disposition, the Government may either:

(i) abandon any such Facilities in place, and thereupon all obligations of the Government regarding such abandoned Facilities shall cease; or

(ii) require the Contractor to comply, at Government expense, with such written directions as the Contracting Officer may give with respect to

(A) the preparation, protection, removal, or shipment of the affected Facilities;

(B) the retention or storage of the affected Facilities, provided, that the Contracting Officer will not direct the Contractor to retain or store any items of Facilities in or on real property not owned by the Government if such retention or storage will interfere with the Contractor's operations;

(C) the restoration of Government-owned land or buildings incident to the removal therefrom of Government-owned Facilities; and

(D) the sale of any affected Facilities in such manner, at such times, and at such price or prices, as may be approved by the Contracting Officer, except that the Contractor shall not be required to extend credit to any purchaser. (d) If the Contracting Officer fails to give the written notice required by paragraph (c) above within the prescribed one hundred and eighty (180) day period, or within thirty (30) days after notice as hereinafter provided, the Contractor may, upon not less than thirty (30) days written notice to the Government and at Government risk and expense, (i) retain the Facilities in place or (ii) remove any of the affected severable Facilities located in Contractor-owned buildings or property and store them elsewhere, at the Contractor's plant or in a public insured warehouse, in accordance with sound practice and in a manner compatible with their security classification, if any. Except as provided in this paragraph, the Government shall not be liable to the Contractor for failure to give the written notice required by paragraph (c) above. (e) Nonseverable items of the Facilities or items of the Facilities subject to patent or proprietary rights shall be disposed of in such manner as the parties may have agreed to in writing.

(f) The Government, either directly or by third persons engaged by it, may remove or otherwise dispose of any Facilities with respect to which the Contractor's authority to use has been terminated, other than those for which specific provision is made in paragraph (e) above.

(g) The Contractor shall, within a reasonable time after the expiration of the one hundred and eighty (180) day period specified in paragraph (c) above, remove all property owned by him from land or buildings owned or acquired by the Government and take such action as the Contracting Officer may direct in writing with respect to restoring such land or buildings, insofar as they are affected by the installation therein of the Contractor's property, to their condition prior to such installation.

(h) Unless otherwise specifically provided in this contract, the Government shall not be obligated to the Contractor to restore or rehabilitate any property at Contractor's plant, except where such restoration or rehabilitation is caused by the removal of the Facilities. The Contractor agrees to indemnify the Government against all suits or claims for damages

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arising out of the Government's failure to restore or rehabilitate any property at the Contractor's plant or property of its subcontractors, except any such damage as may be occasioned by the negligence of the Government, its agents, or independent contractors.

7.702-27 Failure to Perform.

FAILURE TO PERFORM (MARCH 1963)

(a) Subject to the provisions of the clause hereof entitled "Excusable Delays," if the Contractor shall fail to perform this contract in accordance with its terms, the Contracting Officer shall give the Contractor written notice thereof. Thereafter, notwithstanding any other provision of this contract, the Contractor shall not be entitled to an equitable adjustment under either this contract or any related procurement contract, to the extent that such equitable adjustment arises out of the Contractor's failure to perform or such reasonable remedial action as may be taken by the Contracting Officer predicated upon such failure.

(b) The failure of the Government to insist, in any one or more instances, upon the performance of any term or terms of this contract shall not be construed as a waiver or relinquishment of the Government's right to the future performance of such term or terms, and the Contractor's obligation in respect of such future performance shall continue in full force and effect.

(c) The rights and remedies of the Government provided in this clause are in addition to any other rights and remendies provided by law or under this contract.

7.702-28 Disputes. Insert the clause set forth in 7.103-12.

7.702-29 Security Requirements. In accordance with 7.104-12, insert the clause therein, deleting paragraphs (c) and (d), and substituting the following paragraphs (c) and (d).

(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 change causes an increase or decrease in the estimated cost of performance of this contract, the estimated cost, to the extent appropriate, shall be subject to an equitable adjustment. Any such equitable adjustment shall be accomplished in the manner set forth in the "Changes" clause in 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 (c) of this clause. The Contractor may insert in any such subcontract, and any such subcontract entered into may contain, in lieu of paragraph (c) of this clause, provisions which permit equitable adjustments to be made in the subcontract price or in the estimated cost and fixed fee of the subcontract (as appropriate to the type of subcontract involved) on account of changes in security classifications or requirements made under the provisions of this clause subsequent to the date of the subcontract involved. (JULY 1977)

7.702-30 Authorization and Consent. Insert the clause set forth in 9.102(a) or 9.102(b), as appropriate.

7.702-31 Notice and Assistance Regarding Patent and Copyright Infringement. Insert the clause set forth in 9.104.

7.702-32 Clean Air and Water. Insert the clause set forth in 1.2302-2.

7.702-33 Subcontracts. Insert the clause set forth in 7.203-8, except that paragraph (a) of the clause shall be appropriately modified to delete references to facilities and special test equipment. 7.702-34 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.

28.

7.702-35 Utilization of Labor Surplus Area Concerns. Insert the clause set forth in 1.805-3(a). 7.702-36 Buy American Act and Trade Agreements Act. Insert the clause set forth in 6.104-5. 7.702-37 Assignment of Claims. Insert the clause set forth in 7.103-8.

7.702-38 [Reserved]

7.702-39 Officials Not To Benefit. Insert the clause set forth in 7.103-19.

7.702-40 Price Reduction for Defective Cost or Pricing Data. Insert the clause set forth in 7.104

7.702-41 Covenant Against Contingent Fees. Insert the clause set forth in 1.503.

7.702-42 Payment for Overtime Premiums. In accordance with the requirements of 12.102, insert the clause in 12.102-6.

7.702-43 Convict Labor. In accordance with Part 12, Subpart 2, insert the clause set forth in 7.104-17.

7.702-44 Equal Opportunity. In accordance with the provisions of 12.804, insert the appropriate clause set forth therein.

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7.702-45 Walsh-Healey Public Contracts Act. Insert the clause set forth in 12.605.

7.702-46 Contract Work Hours Standards Act-Overtime Compensation. Insert the appropriate clause set forth in 12.303.

7.702-47 Subcontractor Cost or Pricing Data. In accordance with the requirements of 3.807-4, insert the appropriate clause set forth in 7.104-43.

7.702-48 Audit by National Aeronautics and Space Administration. In accordance with 7.10442(a), insert the clause set forth therein as amended by 7.104-42(b).

7.702-49 Financial Reporting of Government-Owned/Contractor-Held Property. Insert the clause set forth in 7.104-54.

7.702-50 Competition in Subcontracting. Insert the clause set forth in 7.104-40.

7.702-51 Interest. Insert the clause set forth in 7.103-53, except in contracts with nonprofit organizations.

7.702-52 Notice to the Government of Labor Disputes. Insert the clause set forth in 7.104-4. 7.702-53 General Services Administration Supply Sources. The clause set forth in 5.907 will be included in contracts in accordance with the instructions set forth therein.

7.702-54 Limitation on Withholding of Payments.

LIMITATION ON WITHHOLDING OF PAYMENTS (MARCH 1963)

If more than one clause or schedule provision of this contract authorizes the temporary withholding of amounts otherwise payable to the Contractor for work performed under this contract, the total of the amounts so withheld at any one time shall not exceed the greatest amount which may be withheld under any one such clause or schedule provision at that time; provided, that this limitation shall not apply to:

(i) withholdings pursuant to any clause relating to wages or hours of employees;

(ii) withholdings not specifically provided for by this contract; and

(iii) the recovery of overpayments.

7.702-55 Payment of Royalties. In accordance with the instructions of 9.110, insert the clause set forth therein.

7.702-56 Property Listings.

PROPERTY LISTINGS (JULY 1968)

(a) Within thirty (30) days of receipt of written request from the Contracting Officer, the Contractor shall furnish an up-to-date summary statement of all facilities for which he is accountable under this contract. The summary statement used in support of the clause entitled "Use and Charges" of this contract; shall contain the following information: (i) Land, land preparations, and land installations other than those items specified in (ii) below-total acquisition cost. (ii) Buildings and building installations other than those specified in (iii) below-total acquisition cost.

(iii) Machinery, production equipment, machine tools, FSC Code Number 3411 through 3419, and secondary metalforming machinery, FSC Numbers 3441 through 3449-number of items and total acquisition cost of items in each of the following age categories: 0-2 years; 2-6 years; 6-10 years; and over 10 years of age;

(iv) Electronic test equipment and automotive equipment-total acquisition cost;

(v) Personal property and equipment not covered in (i), (ii), (iii), and (iv) above-total acquisition cost.

Total acquisition cost as referred to above shall be as defined in the "Use and Charges" clause of this contract. (b) All listings required pursuant to paragraph (a) shall be signed by the Contractor and be submitted to the cognizant Government Property Administrator for verification and forwarding to the Contracting Officer.

(c) In addition to the summary listing required by paragraph (a), the Contractor agrees to furnish a current itemized listing of all Government-owned property accountable under this contract within thirty (30) days of receipt of a written request from the Contracting Officer therefor.

7.702-57 [Reserved]

7.702-58 Supersedure.

SUPERSEDURE (JULY 1964)

(a) Facilities heretofore provided to the Contractor and identified in the Schedule shall become subject to the terms of this contract upon its effective date. The terms of any other contract by which such Facilities may have been provided to the Contractor by NASA are hereby superseded with respect to such Facilities, except for rights and obligations which may have accrued under such other contract prior to the effective date hereof.

(b) Each item of Facilities hereafter provided to the Contractor, under any contract which so specifies, shall become subject to the terms of this contract upon the completion of its construction, acquisition and installation or upon its

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