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the claim settled by this agreement has furnished to the Contractor a certificate stato ing (1) that all of his subcontract termination inventory (including scrap) has been retained or otherwise acquired by him, sold to third parties, returned to suppliers, stored for the Government, delivered to the Government, or otherwise properly accounted for, and all proceeds or retention prices thereof, if any, were taken into account in arriving at the settlement of the subcontract or subcontracts, and (2) that the subcontractor has received from each of the immediate subcontractors whose claim was included in his claim a substantially similar certificate.

(b) The Contractor hereby transfers and conveys to the Government all the right, title, and interest, if any, which the Contractor has received, or is entitled to receive, in and to subcontract termination inventory, if any, not otherwise properly accounted for, and hereby assigns to the Government any and all of his rights relating thereto.

ARTICLE 3. The Contractor certifies that, with respect to all items of termination inventory the costs of which were taken into account in arriving at the amount of this settlement, or in the settlement of any subcontract claim included in this settlement: (a) all such items are properly allocable to the terminated portion of the contract; (b) such items are not in excess of the reasonable quantitative requirements of the terminated portion of the contract; (c) such items do not include any items reasonably usable without loss to the Contractor, on his other work; and (d) the Contractor has informed the Contracting Officer of any substantial change in the status of such items between the dates of his termination inventory schedules and the date of this agreement.

ARTICLE 4. In all cases where the Con. tractor has not previously made such payments, the Contractor shall, within ten (10) days after receipt of the payment provided for hereunder. pav to each of his immediate subcontractors (or to their respective assignees) the respective amounts to which they are entitled, after deducting, if the Contractor so elects, any amounts then due and payable to the Contractor by such subcontractors.

ARTICLE 5. (a) The Contractor has received the sum of $------ on account of work and services performed, or articles delivered, under the completed portion of the contract. The Government as part of this negotiated settlement hereby confirms and acknowledges the right of the Contractor, subject to the provisions of Article 6 hereof, to retain such sum heretofore paid and agrees that such sum constitutes a portion of the total amount to which the Contractor is entitled in settlement of the Contract.

(b) In addition, upon execution of this agreement the Government agrees to pay to the Contractor or his assignee, upon pres

es entation of proper invoices or vouchers, the sum of $------ [insert net amount of settle

ment], arrived at by deducting from the sum of $------ [for claim submitted on inventory basis, insert gross amount of settlement; for claim submitted on total cost basis, insert gross amount of settlement less amount set forth in 5a above), (1) the amount of $------ representing all unliquidated partial or progress payments previously made on account to the Contractor or his assignee and all unliquidated advance payments (with interest, if any, thereon), and (2) the amount of $------ representing all applicable property disposal credits (and (3) the amount of $------ representing all other amounts due the Government under this contract except as hereinafter provided in Article 6 11. Said sum of $------ [insert net amount of settlement), together with all other sums heretofore paid, constitutes payment in full and complete settlement of the amount due the Contractor by reason of the complete termination of work under the contract and of all other claims and liabilities of the Contractor and the Government under the contract, except as hereinafter provided in Article 6.

ARTICLE 6. Notwithstanding any other provision of this agreement, the following rights and liabilities of the parties under the contract are hereby reserved:

[The following list of reserved or excepted rights and liabilities is intended to cover those which should most frequently be reserved, and which should in any event be scrutinized at the time a settlement is signed (see § 1-8.209–2). The suggested language of the enumerated excepted items on the list may be varied in the discretion of the Contracting Officer to cover more accurately the exceptions needed in a particular case. Where greater accuracy or completeness may be achieved by a reference to the number of the contract clause or provision covering the matter in question, this method of enumerating reserved rights and liabilities may be followed. Omit any of the following which are not applicable and add any additional exceptions or reservations required.)

(a) All rights and liabilities, if any, of the parties under the Renegotiation Act of 19.[insert reference to applicable Renegotiation Act].

(b) All rights and liabilities of the parties arising under the contract articles, if any, or otherwise which relate to reproduction rights, patent infringements, inventions, and applications for patent and patents, including rights to assignments, invention reports and licenses, covenants of idemnity against patent risks, and bonds for patent indemnity obligations, together with all rights and liabilities under any such bond.

(c) All rights and liabilities of the parties under the contract relating to options (ex

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cept options to continue or increase the work interest of the Government, and that the under the contract), covenants not to com Contractor and Contracting Officer may agree pete, and covenants of indemnity.

upon the whole or any part of the amount to (d) All rights and liabilities of the parties be paid to the Contractor by reason of such under agreements with respect to the future termination; and care and disposition by the Contractor of WHEREAS, by notice of termination dated Government-owned property remaining in ----------, the Government advised the Conody.

tractor of the partial termination of the (e) All rights and liabilities of the parties contract for the convenience of the Governunder the contract with respect to any con ment as of the date and to the extent protract termination inventory stored for the vided in such notice, to which reference is Government pursuant to Article 1 hereof. hereby made as to the part terminated, and

(f) All rights and liabilities of the parties said part is hereinafter referred to as the under the contract with respect to any and "terminated portion of the contract"; and all Government property furnished to the WHEREAS, as used herein, the following Contractor for the performance of this terms shall have the meanings hereinafter contract.

set forth: (g) All rights and liabilities of the parties (a) The term "termination Inventory" arising under the contract, or otherwise, con means any items of physical property purcerning defects in, or guarantees or warran chased, supplied, manufactured, furnished, ties relating to, any articles or component or otherwise acquired for performance of the parts furnished to the Government by the contract and properly allocable to the terContractor pursuant to the contract or this minated portion of the contract. The term agreement.

does not include any facilities, material, (h) All rights and liabilities, if any, of the production or other equipment, or special parties under those clauses inserted in the tooling, which are subject to a separate concontract because of the requirements of tract or special contract provision governstatutes and Executive orders, including ing the use or disposition thereof. Termingwithout limitation, any applicable clauses tion Inventory may include contractorrelating to the following topics: labor law, acquired property and Government-fura contingent fees, domestic articles, employ- nished property as defined below. ment of a liens, and "officials not to benefit.” (1) “Contractor-acquired property" means (If the contract contains clauses of this property procured or otherwise provided by character inserted for reasons other than the Contractor for the performance of a conrequirements of statutes or Executive orders, tract, whether or not the Government has the suggested language should be appropri

title by the terms of the Contract or exerately modified.)

cises its contractual right to take title. In Witness Whereof, etc.

(2) "Government-furnished property"

means property in the possession of or ac§ 1-8.806–2 Settlement agreement for

quired directly by the Government, and subuse in settling fixed-price prime con sequently delivered or otherwise made tracts after partial termination.

available to the Contractor. THIS SUPPLEMENTAL AGREEMENT OF SETTLE

(b) The term "subcontract" means any MENT, entered into this ----- day of

contract, as defined in § 1-1.208 of the Fed--------, 19.- between the UNITED STATES

eral Procurement Regulations (41 CFR 1OF AMERICA (hereinafter called “the Govern

1.208), other than a prime contract, entered ment”) represented by the Contracting Offi

into by a prime contractor or a subcontraccer executing this contract, and ---------

tor, calling for supplies or services required (a) A corporation organized and existing

for the performance of any one or more prime under the laws of the State of ----------;

contracts. (b) A partnership consisting of----------;

(c) The term "scrap" means property (c) An individual doing business as

which has no reasonable prospect of being

sold except for the recovery value of its basic ----; (hereinafter called “the Contractor"). material content. WITNESSETH THAT:

NOW, THEREFORE, the parties hereto do muWHEREAS, the Contractor and the Govern tually agree as follows: ment have entered into Contract No.

ARTICLE 1. The terminated portion of the under date of ----------, 19.- which, to contract is designated as follows: (specity gether with any and all amendments, the terminated portion clearly as to items, changes, modifications, and supplements

including (a) Item numbers, (b) descripthereto, is hereinafter referred to as "the

tions, (c) quantity terminated, (d) unit contract"; and WHEREAS, the Termination for Convenience

price of items, (e) total price of terminated of the Government clause of the contract

items, and (f) any other explanation necesprovides that the performance of work under

sary to avoid uncertainty or misunderthe contract may at the convenience of the

standing.) Government be terminated by the Govern

ARTICLE 2. The Contractor certifies that ment in whole, or from time to time in part, all contract termination inventory (includwhenever the Contracting Officer shall deter- ing scrap) has been retained or otherwise acmine that such termination is in the best quired by him, sold to third parties, returned

to suppliers, stored for the Government, delivered to the Government, or otherwise properly accounted for, and all proceeds or retention prices thereof, if any, have been taken into account in arriving at this agreement.

ARTICLE 3. (a) The Contractor certifies that, prior to the execution of this agreement, each of the contractor's immediate subcontractors whose claim is included in the claim settled by this agreement has furnished to the Contractor a certificate stating (1) that all his subcontract termination in ventory (including scrap) has been retained or otherwise acquired by him, sold to third parties, returned to suppliers, stored for the Government, delivered to the Government or otherwise properly accounted for, and all proceeds or retention prices thereof, if any, were taken into account in arriving at the settlement of the subcontract or subcontracts, and (2) that the subcontractor has received from each of the immediate subcontractors whose claim was included in his claim a substantially similar certificate.

(b) The Contractor hereby transfers and conveys to the Government all the right, title, and interest, if any, which the Contractor has received, or is entitled to receive, in and to subcontract termination inventory, if any. not otherwise properly accounted for, and hereby assigns to the Government any and all of his rights relating thereto,

ARTICLE 4. The Contractor certifies that, with respect to all items of termination inventory the costs of which were taken into account in arriving at the amount of this settlement, or in the settlement of any subcontract claim included in this settlement: (a) all such items are properly allocable to the terminated portion of the contract; (b) such items are not in excess of the reasonable quantitative requirements of the terminated portion of the contract; (c) such items do not include any items reasonably usable, without loss to the Contractor, on his other work; and (d) the Contractor has informed the Contracting Officer of any substantial change in the status of such items between the dates of his termination inventory schedules and the date of this agreement.

ARTICLE 5. In all cases where the contractor has not previously made such payments, the Contractor shall, within ten (10) days after receipt of the payment provided for hereunder, pay to each of his immediate subcontractors (or to their respective assignees) the respective amounts to which they are entitled, after deducting, if the Contractor so elects, any amounts then due and payable to the Contractor by such subcontractors.

ARTICLE 6. Upon execution of this agreement, the Government, agrees to pay to the Contractor or his assignee, upon presentation of proper invoices or vouchers, the sum of

et amount of settlementi $-----. (Insert net amount of settlement), arrived at by deducting from the sum of $------ [insert gross amount of settlement), (a) the amount of $------ representing all

unliquidated partial or progress payments previously made on account to the Contractor or his assignee and all unliquidated advance payments (with interest, if any, thereon) applicable to the terminated portion of the contract and (b) the amount of $-----representing all applicable property disposal credits. Said sum of $----- [Insert net amount of settlement), together with all other sums heretofore paid, constitutes payment in full and complete settlement of the amount due the Contractor with respect to the terminated portion of the contract, except as hereinafter provided in Article 7.

ARTICLE 7. Upon payment of said sum of $------ [insert net amount of settlement), all obligations of the Contractor to perform further work or services or to make further deliveries under the terminated portion of the contract and all obligations of the Government to make further payments or to carry out other undertakings in connection therewith shall cease: Provided, however, That nothing herein contained shall impair or affect in any way any covenants, terms, or conditions of the contract relating to the completed or continued portion thereof: And provided further, That, with respect to the terminated portion of the contract, the following rights and liabilities of the parties are reserved.

[The following list of reserved or excepted rights and liabilities relating to the terminated portion of the contract is intended to cover those which should most frequently be reserved, and which should in any event be scrutinized at the time a settlement agreement is signed (see $ 1-8.209-2). The suggested language of the enumerated excepted items on the list may be varied in the discretion of the Contracting Officer to cover more accurately the exceptions needed in a particular case. Where greater accuracy or completeness may be achieved by a reference to the number of the contract clause or provision covering the matter in question, this method of enumerating reserved rights and liabilities may be followed. Omit any of the following which are not applicable and add any additional execeptions or reservations required.)

(a) All rights and llabilities, if any, of the parties under the Renegotiation Act of 19.- (insert reference to applicable Renegotiation Act).

(b) All rights and liabilities, if any, of the parties under those clauses inserted in the contract because of the requirements of statutes and Executive orders, including, without limitation, any applicable clauses relating to the following topics: labor law, contingent fees, domestic articles, employment of allens, and “officials not to benefit." [If the contract contains clauses of this character inserted for reasons other than requirements of statutes or Executive orders. the suggested language should be appropriately modified.]

(c) All rights and liabilities of the parties arising under the contract articles, if any, or otherwise which relate to reproduction rights, patent infringements, inventions, and applications for patents, including rights to assignments, invention reports and 11censes. covenants of indemnity against patent risks, and bonds for patent indemnity obligations, together with all rights and liabilities under any such bond.

(a) All rights and liabilities of the parties arising under the contract, or otherwise, concerning defects in, or guarantees or warranties relating to, any articles or component parts furnished to the Government by the Contractor pursuant to the contract or this agreement.

(e) All rights and liabilities of the parties with respect to any contract termination inventory stored for the Government pursuant to Article 2 hereof.

In Witness Whereof, etc. § 1-8.806–3 Partial settlement agree

ment, for use in settling fixed-price prime contracts after complete or partial termination where settlement pertains only to settlements with sub

contractors. THIS SUPPLEMENTAL AGREEMENT OF SETTLEMENT, entered into this ------ day of ------, 19.- between the UNITED STATES OF AMERICA (hereinafter called “the Government") represented by the Contracting Officer executing this contract, and ------

(a) A corporation organized and existing under the laws of the State of ------------;

(b) A partnership consisting of --------; (c) An individual doing business as

contract for the convenience of the Government as of the date and to the extent provided in such notice, to which reference is hereby made as to the part terminated, and said part is hereinafter referred to as “the terminated portion of the contract";] ' and

WHEREAS, the Contractor, in connection with the performance of the contract, bas entered into the following subcontracts (among others) : 3 (Insert here a list of the terminated subcontracts included in this settlement), which subcontracts were terminated by the Contractor in accordance with the termination for convenience clause of the contract and in accordance with the Notice of Termination received by him from the Government; and

WHEREAS, the parties desire to settle that portion of the termination claim of the Contractor which is based upon the termination of the subcontracts listed herein; and

WHEREAS, as used herein, the following terms shall have the meanings hereinafter set forth:

(a) The term "termination inventory" means any items of physical property purchased, supplied manufactured, furnished, or otherwise acquired for performance of the contract and properly allocable to the terminated portion of the contract. The term does not include any facilities, material, production or other equipment, or special tooling, which are subject to a separate contract or a special contract provision governing the use or disposition thereof. Termination inventory may include contractoracquired property and Government-furnished property as defined below.

(1) “Contractor-acquired property" means property procured or otherwise provided by the contractor for the performance of a contract, whether or not the Government has title by the terms of the contract or exercises its contractual right to take title.

(2) "Government-furnished property" means property in the possession of or acquired directly by the Government, and subsequently delivered or otherwise made available to the Contractor.

(b) The term "subcontract" means any contracts, as defined in § 1-1.208 of the Federal Procurement Regulations (41 CFR 1-1.208), other than a prime contract, entered into by a prime contractor or a subcon. tractor, calling for supplies or services required for the performance of any one or more prime contracts.

(c) The term "scrap" means property which has no reasonable prospect of being sold except for the recovery value of its basic material content.

Now, THEREFORE, the parties hereto do mutually agree as follows:

ARTICLE 1. (a) The contractor certifies that, prior to the execution of this agreement, each of the Contractor's immediate subcontractors whose claim is included in the claim settled

(hereinafter called “the Contractor").

WITNESSETH THAT:

WHEREAS, the Contractor and the Government have entered into Contract No. -------- under date of ----------, 19.which, together with any and all amendments, changes, modifications, and supplements thereto, is hereinafter referred to as “the contract"; and

WHEREAS, the Termination for Convenience of the Government clause of the contract provides that the performance of work under the contract may at the convenience of the Government be terminated by the Government in whole, or from time to time in part, whenever the Contracting Oficer shall determine that such termination is in the best interest of the Government, and that the Contractor and Contracting Officer may agree upon the whole or any part of the amount to be paid to the Contractor by reason of such termination; and WHEREAS, by notice of termination dated

-------, the Government advised the Contractor of the (complete termination of the contract for the convenience of the Government:13 [partial termination of the

2 Insert appropriate phrase.

3 Insert where appropriate.

by this agreement has furnished to the Contractor a certificate stating (1) that all his subcontract termination inventory (including scrap), has been retained or otherwise acquired by him, sold to third parties, returned to suppliers, stored, for the Government, delivered to the Government, or otherwise properly accounted for, and all proceeds or retention prices thereof, if any, were taken into account in arriving at the settlement of the subcontract or subcontracts, and (2) that the subcontractor has received from each of the immediate subcontractors whose claim was included in his claim a substantially similar certificate.

(b) The Contractor hereby transfers and conveys to the Government all the right, title, and interest, if any, which the contractor has received, or is entitled to receive, in and to such subcontract termination inventory, to the extent that it is not otherwise properly accounted for, and hereby assigns to the Government any and all of his rights relating thereto.

ARTICLE 2. In all cases where the Contractor has not previously made such payments, the Contractor shall, within ten (10) days after receipt of the payment provided for hereunder, pay to each of his immediate subcontractors (or to their respective assignees) the respective amounts to which they are entitled, after deducting, if the Contractor so elects, any amounts then due and payable to the Contractor by such subcontractors.

ARTICLE 3. The Contractor certifies that, with respect to all items of subcontract termination inventory the costs of which were taken into account in arriving at the amount of this settlement or in the settlement of any subcontract claim included in this settlement: (a) all such items are properly allocable to the terminated portion of the contract; (b) such items are not in excess of the reasonable quantitative requirements of the terminated portion of the contract; (c) such items do not include any items reasonably usable, without loss to the Contractor, on his other work; and (d) the Contractor has informed the Contracting officer of any substantial change in the status of such items between the dates of his termination inventory schedules and the date of this agreement.

ARTICLE 4. Upon execution of this agreement the Government agrees to pay to the Contractor or his assignee, upon presentation of proper invoices or vouchers, the sum of $--------, which sum, (together with the amount of $------ heretofore paid the Contractor as partial, progress, or advance payments),constitutes payment in full and complete settlement, except as hereinafter provided in Article 5, of the amount due the Contractor with respect to that portion of his termination claim which is based upon termination of the subcontracts listed hereinabove. (The first sum to be inserted above

should be the net amount of this partial settlement, arrived at by deducting from the gross amount of settlements with subject subcontractors as approved by the Contracting Officer; the second amount to be inserted above, which is that portion of partial, progress, or advance payments liquidated by this agreement.]

ARTICLE 5. Notwithstanding any other provision of this agreement, the following rights and liabilities of the parties under the contract are hereby reserved:

[Insert here a list of the reserved or excepted rights and liabilities of the Government and the Contractor (see § 1-8.209–2). Reference is made to instructions set fortih in Article 6 of the agreement set forth in 8 1-8.806-1 and Article 7 of the agreement set forth in § 1-8.806–2 and to the reserved or excepted rights and liabilities set forth in those articles, which may be used as appropriately modified to meet the requirements of any given settlement hereunder.)

In Witness Whereof, etc. 8 1-8.806-4 Settlement agreement for

use in settling cost-reimbursement type prime contracts after complete termination where settlement in.

cludes costs. THIS SUPPLEMENTAL AGREEMENT OF SETTLEMENT, entered into this ---- day of ---------, 19.- between the UNITED STATES OF AMERICA (hereinafter called “the Government") represented by the contracting Officer executing this contract, and ------

(a) A corporation organized and existing under the laws of the State of -----------;

(b) A partnership consisting of ---------; (c) An individual doing business as

(heneinafter called "the Contractor”). WITNESS THAT:

WHEREAS, the Contractor and the Government have entered into Contract No. -----under date of ----------, 19.-- which, together with any and all amendments, changes, modifications, and supplements thereto, is hereinafter referred to as "the contract"; and

WHEREAS, the Termination for Default or Convenience of the Government clause of the contract provides that the performance of work under the contract may at the convenience of the Government be terminated by the Government in whole, or from time to time in part, whenever the Contracting Officer shall determine that such termination is in the best interest of the Government, and that the Contractor and Contracting Officer may agree upon the whole or any part of the amount to be paid to the Contractor by reason of such termination; and

WHEREAS, by notice of termination dated ------------, the Government advised the Contractor of the complete termination of the contract for the convenience of the Government; and

8 Insert where appropriate.

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