shall promptly report such information by letter to the Director of Procurement.

(b) To avoid duplication of effort on the part of NASA installations in preparing and executing agreements to recognize a change of name or successor in interest, only one supplemental agreement will be prepared to effect necessary changes for all contracts between NASA and the contractor involved. The Director of Procurement will, in each case, designate the installation responsible for taking all necessary and appropriate action with respect to either recognizing or not recognizing a successor in interest, or recognizing a change of name, including without limitation the following:

(1) Obtaining from the contractor a list of the affected contracts, the names and addresses of the installations responsible for these contracts, and the required documentary evidence;

(2) Drafting and executing a supplemental agreement to one of the contracts affected but covering all applicable outstanding and incomplete contracts affected by the transfer of assets or change of name; and

(3) Instituting and monitoring procedures for security clearance.

A supplemental agreement number need not be obtained for contracts other than for the one under which the supplemental agreement is written. Each supplemental agreement will contain a list of the contracts affected and, for disthe tribution purposes, names and addresses of the installations having contracts subject to the supplemental agreement.

(c) The agreement and supporting documents shall be reviewed for legal sufficiency by the legal office at the designated installation.

(d) After execution of the supplemental agreement, the designated installation shall:

(1) Forward an authenticated copy of the supplemental agreement to the Office of Procurement (Code KDR); and

(2) Advise each of the affected installations, by letter, of the consummation of the supplemental agreement and request that a change order be issued for each affected contract. (A copy of the supplemental agreement should be enclosed-see § 18-1.1651-3.)

(e) For each such affected contract, the contracting officer shall prepare a change order (see § 18-1.1651-4) acknowledging the change in name or successor in interest. The change order will receive the same distribution as the affected contract. The change order

will indicate the nature of the transaction, the result attained, and will cite the number of the contract with which the original relevant documents and supplemental agreement are filed.

§ 18-1.1651 Novation agreement formats and related NASA documents. § 18-1.1651-1 Successor in interest agreement format.

The following form may be used as appropriate to recognize a corporate successor in interest, in accordance with § 18-1.1602:

AGREEMENT (

This Agreement, entered

-

196)

into

as

of 19 by and between the ABC Corporation, a corporation duly organized and existing under the laws of the State of with its principal office in the City of (hereinafter referred to as the "Transferor"); the XYZ Corporation [formerly known as the LMN Corporation], a corporation duly organized and existing under the laws of the State of with its principal office in (hereinafter referred to as the "Transferee"); and the United States of America (hereinafter referred to as the "Government").

-

the City of

WITNESSETH:

Whereas, the Government, represented by Contracting Officers of the National Aeronautics and Space Administration, has entered into certain contracts, letter contracts, and purchase orders with the Transferor [namely: ------] or [as set forth in the attached list marked "Exhibit A" to this Agreement and herein incorporated by reference;] and the term "the contracts" as hereinafter used means the above contracts, letter contracts, and purchase orders, and all other contracts, letter contracts, and purchase orders, including amendments and change orders thereto, heretofore made between the Government, represented by Contracting Officers of the National Aeronautics and Space Administration, and the Transferor (whether or not performance and payment have been completed and releases executed, if the Government or the Transferor has any remaining rights, duties, or obligations thereunder), and including amendments and change orders thereto hereafter

made between the Government and the Transferee;

Whereas, as of 19, the Transferor assigned, conveyed, and transferred to the Transferee all the assets of the Transferor by virtue of a [term descriptive of the legal transaction involved] between the Transferor and the Transferee;

Whereas, the Transferee, by virtue of said assignment, conveyance, and transfer, has acquired all the assets of the Transferor; Whereas, by virtue of said assignment, conveyance, and transfer, the Transferee has assumed all the duties, obligations, and liabilities of the Transferor under the Contracts;

Whereas, the Transferee is in a position fully to perform the Contracts, and such duties and obligations as may exist under the Contracts;

Whereas, it is consistent with the Government's interest to recognize the Transferee as the successor party to the Contracts;

Whereas, there has been filed with the Government evidence of said assignment, conveyance, or transfer [add if desired, "in the form of a certified copy of the list of the documents required by NASA Procurement Regulation § 18-1.1602"];

[Where a change of name is also involved, such as a prior or concurrent change of name of the transferee, an appropriate recital shall be used; for example:

Whereas, there has been filed with the Government a certificate dated

Now therefore, in consideration of the premises, the parties hereto agree as follows:

1. The Transferor hereby confirms said assignment, conveyance, and transfer to the Transferee, and does hereby release and discharge the Government from, and does hereby waive, any and all claims, demands, and rights against the Government which it now has or may hereafter have in connection with the Contracts.

2. The Transferee hereby assumes, agrees to be bound by, and undertakes to perform each and every one of the terms, covenants, and conditions contained in the contracts. The Transferee further assumes all obligations and liabilities of, and all claims and demands against, the Transferor under the Contracts in all respects as if the Transferee were the original party to the Contracts.

3. The Transferee hereby ratifies and confirms all actions heretofore taken by the Transferor with respect to the Contracts with the same force and effect as if the action had been taken by the Transferee.

4. The Government hereby recognizes the Transferee as the Transferor's successor in interest in and to the Contracts. The Trans

feree hereby becomes entitled to all right, title, and interest of the Transferor in and to the Contracts in all respects as if the Transferee were the original party to the Contracts. The term "Contractor" as used in the Contracts shall be deemed to refer to the Transferee rather than to the Transferor.

5. Except as expressly provided herein, nothing in this Agreement shall be construed as a waiver of any rights of the Government against the Transferor.

6. Notwithstanding the foregoing provisions, all payments and reimbursements heretofore made by the Government to the Transferor and all other action heretofore taken by the Government, pursuant to its obligations under any of the Contracts, shall be deemed to have discharged pro tanto the Government's obligations under the Contracts. All payments and reimbursements made by the Government after the date of this Agreement in the name of or to the Transferor shall have the same force and effect as if made to said Transferee and shall constitute a complete discharge of the Government's obligations under the Contracts to the extent of the amounts so paid or reimbursed.

7. The Transferor and the Transferee hereby agree that the Government shall not be obligated to pay or reimburse either of them for, or otherwise give effect to, any costs, taxes, or other expenses, or any increases therein, directly or indirectly arising out of or resulting from (1) said assignment, conveyance, and transfer, or (ii) this Agreement, other than those whch the Government, in the absence of said assignment, conveyance, and transfer, or this Agreement, would have been obligated to pay or reimburse under the terms of the Contracts. 8. The Transferor hereby guarantees payment of all liabilities and the performance of all obligations which the Transferee (1) assumes under this Agreement, or (ii) may hereafter undertake under the Contracts as they may hereafter be amended or modified; and the Transferor hereby waives notice of and consents to any such amendment or modification.

9. Except as herein modified, the Contracts shall remain in full force and effect.

In witness whereof, each of the parties hereto has executed this Agreement as of the day and year first above written.

UNITED STATES OF AMERICA
By
Title

Whereas, the Government, represented by Contracting Officers of the National Aeronautics and Space Administration, has entered into certain contracts, letter contracts, and purchase orders with the XYZ Corporation [namely: ] or [as set forth

in the attached list marked "Exhibit A" to this Agreement and herein incorporated by reference;] and the term "the Contracts" as hereinafter used means the above contracts, letter contracts, and purchase orders, and all other contracts, letter contracts, and purchase orders, including amendments and

change orders thereto, entered into between the Government, represented by Contracting Officers of the National Aeronautics and Space Administration, and the Contractor (whether or not performance and payment have been completed and releases executed, if the Government or the Contractor has any remaining rights, duties, or obligations thereunder); Whereas the XYZ Corporation, by an amendment to its certificate of incorporation, dated 19, has changed

its corporate name to the ABC Corporation; Whereas, a change of corporate name only is accomplished by said amendment, so that rights and obligations of the Government and of the Contractor under the Contracts are unaffected by said change; and

Whereas, there has been filed with the Government documentary evidence of said change in corporate name;

Now therefore, in consideration of the premises, the parties hereto agree that the Contracts covered by this Agreement are hereby amended by deleting therefrom the name "XYZ Corporation" wherever it appears in the Contracts and substituting therefor the name "ABC Corporation."

In witness whereof, each of the parties hereto has executed this Agreement as of the day and year first above written.

UNITED STATES OF AMERICA
By-
Title__

NATIONAL AERONAUTICS AND

SPACE ADMINISTRATION, GODDARD SPACE FLIGHT CENTER, Greenbelt, Maryland, October 15, 1963.

Subject: Novation Agreement.

To: Procurement Officer, Langley Research
Center.

1. Your attention is invited to the attached supplemental agreement wherein a transfer of the business of ABC Corporation to XYZ Corporation is recognized.

2. In accordance with NASA Procurement Regulation 1.1650 contracting officer(s) presently responsible for affected contracts placed by your installation, which are listed in the supplemental agreement, should imediately issue a Change Order to each such contract to reflect the change.

JOHN J. JONES, Procurement Officer, Goddard Space Flight Center.

§ 18-1.1651-4 Sample change order format.

Subpart 18-1.50-Integration of Quality Requirements in NASA Procurements

§ 18-1.5000 Scope of subpart.

(a) This Subpart sets forth procurement procedures for implementing NASA quality assurance policies of NASA Management Instruction 4-2-2 and detailing the application of the following NASA Quality Publications:

(1) "Quality Program Provisions for Space System Contractors (NPC 2002)"; and

(2) "Inspection System Provisions for Suppliers of Space Materials, Parts, Components, and Services (NPC 200-3)."

(b) Arrangements for use of Government inspection agencies for quality assurance functions at NASA suppliers' plants are described in Part 18-14 of this chapter, including application of "Quality Assurance Provisions for Government Agencies (NPC 200-1A)."

§ 18-1.5001 Policy.

(a) Quality is a factor for consideration in each step of the procurement process. The inclusion in procurements of realistic quality requirements and the appropriate technical application of the NASA Quality Publications are essential to accomplish NASA program objectives.

(b) Quality requirements shall be definitized and included in the procurement documents as early as posible. § 18-1.5002 Classification of NASA pro

curements.

For purposes of quality requirements, procurements by NASA are classified in the following three general categories:

(a) Category 1-Space systems, major subsystems, and complex assemblies, as described in Quality Publication NPC 200-2; and test and check-out equipment, instrumentation, and launch facilities used in launching, operating, and maintaining vehicles or craft in space, including those for static test.

(b) Category 2—Materials, parts, components, and services for the space systems listed in Category 1; and test equipment used for ground testing but not included in Category 1.

(c) Category 3-All other procurements.