Page images
PDF
EPUB

19— between the UNITED STATES OF AMERICA eral Procurement Regulations (41 CFR 1(hereinafter called “the Government") rep. 1.208), other than a prime contract, entered resented by the Contracting Officer execut into by a prime contractor or a subcontracing this contract, and -

tor, calling for supplies or services required (a) A corporation organized and existing for the performance of any one or more under the laws of the State of

prime 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 (hereinafter called "the Contractor").

basic material content. WITNESS THAT:

Now, THEREFORE, the parties hereto do WHEREAS, the Contractor and the Governmutually agree as follows: ment have entered into Contract No. -_ ARTICLE 1. The Contractor certifies that under date of ----, 19— which, together all contract termination inventory (includwith any and all amendments, changes, ing scrap) has been retained or otherwise modifications, and supplements thereto, isacquired by him, sold to third parties, rehereinafter referred to as "the contract"; turned to suppliers, stored for the Governand

ment, delivered to the Government, or othWHEREAS, the Termination for Default or erwise properly accounted for, and all proConvenience of the Government clause of ceeds or retention prices thereof, if any, the contract provides that the performance have been taken into account in arriving at of work under the contract may at the con- this agreement. venience of the Government be terminated ARTICLE 2. (a) The Contractor certifies by the Government in whole, or from time that, prior to the execution of this agree. to time in part, whenever the Contracting ment, each of the Contractor's immediate Officer shall determine that such termina subcontractors whose claim is included in tion is in the best interest of the Govern the claim settled by this agreement has furment, and that the Contractor and Con nished to the Contractor a certificate stattracting Officer may agree upon the whole ing (1) that all of his subcontract terminaor any part of the amount to be paid to the tion inventory (including scrap) has been reContractor by reason of such termination; tained or otherwise acquired by him, sold to and

third parties, returned to suppliers, stored WHEREAS, by notice of termination dated for the Government, delivered to the Gov

---, the Government advised the ernment, or otherwise properly accounted Contractor of the complete termination of for, and all proceeds or retention prices the contract for the convenience of the thereof, if any, were taken into account in Government; and

arriving at the settlement of the subconWHEREAS, as used herein, the following tract or subcontracts, and (2) that the subterms shall have the meanings hereinafter contractor has received from each of the imset forth:

mediate subcontractors whose claim was in(a) The term "termination inventory" cluded in his claim a substantially similar means any items of physical property pur certificate. chased, supplied, manufactured, furnished, (b) The Contractor hereby transfers and or otherwise acquired for performance of conveys to the Government all the right, the contract and properly allocable to the title, and interest, if any, which the Conterminated portion of the contract. The tractor has received, or is entitled to receive, term does not include any facilities, materi- in and to subcontract termination invenal, production or other equipment, or spe- tory, if any, not otherwise properly account. cial tooling, which are subject to a separate ed for, and hereby assigns to the Governcontract or a special contract provision gov- ment any and all of his rights relating erning the use or disposition thereof. Termi- thereto. nation inventory may include contractor-ac ARTICLE 3. The Contractor certifies that, quired property and Government-furnished with respect to all items of termination inproperty as defined below.

ventory the costs of which were taken into (1) “Contractor-acquired property" means account in arriving at the amount of this property procured or otherwise provided by settlement, or in the settlement of any subthe Contractor for the performance of a contract claim included in this settlement: contract, whether or not the Government (a) all such items are properly allocable to has title by the terms of the contract or ex the terminated portion of the contract; (b) ercises its contractual right to take title. such items are not in excess of the reason

(2) “Government-furnished property" able quantitative requirements of the termimeans property in the possession of or ac nated portion of the contract; (c) such items quired directly by the Government, and sub do not include any items reasonably usable, sequently delivered or otherwise made avail without loss to the Contractor, on his other able to the Contractor.

work; and (d) the Contractor has informed (b) The term "subcontract” means any the Contracting Officer of any substantial contract, as defined in § 1-1.208 of the Fed 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 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 5. (a) The Contractor has received the sum of $--- on account of work and services performed, or articles delivered, under the contract prior to the effective date of termination. 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 complete and final settlement of the contract.

(b) In addition, 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 $--- [insert net amount of settlement). arrived at by deducting from the sum of $--- [insert gross amount of settlement less amount set forth in Article 5(a) above), (1) the amount of $-_-represent ing all unliquidated partial or progress payments previously made on account to the Contractor or his assignee and all unliquidated advance payments (with interest, of any, thereon) and (2) the amount of $--representing all applicable property disposal credits (and (3) the amount of $--- repre

ting all other amounts due the Govern ment under this contract except as hereinafter provided in Article 6).“ 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 agree. ment is signed (see $ 1-8.209-2). The suggest

ed language of the enumerated excepte items on the list may be varied in the discri tion of the Contracting Officer to cove more accurately the exceptions needed in particular case. Where greater accuracy a completeness may be achieved by a refer ence to the number of the contract clause a provision covering the matter in question this method of enumerating reserved right and liabilities may be followed. Omit any a the following rights which are not applica ble and add any additional exceptions o reservations required.)

(a) Claims by the Contractor against thi Government for items of cost which are thi subject of General Accounting Office excep tions (or other items of cost of the sam nature), which are excluded from the settle ment without prejudice to the rights of either party, as follows: (Insert the amounts and describe the claims not waived by Con tractor.)

(b) Claims by the Contractor against the Government, as to which his right of reim bursement is disputed, which are excluded without prejudice to the rights of either party as follows: (Insert the amounts and describe the claims with resn describe the claims with respect to which findings have been made by the Contracting Officer disallowing the item and with respect to which the contractor has taken, or intends to take, timely appeal.]

(c) Claims by the Contractor against the Government which are unknown in amount and which involve costs claimed to be reimand which involve costs oli bursable under the contract, as follows: (Insert the estimated amounts and describe the claims.)

(d) Claims by the Contractor against the Government whose existence is unknown, based upon responsibility of the Contractor to third parties and which involves costs reimbursable under the contract.

(e) Claims by the Government against the Contractor which are based upon refunds, rebates, credits, or other accounts not now known to the Government, together with interest thereon, now due or which may become due the Contractor from third par. ties to the extent that such amounts arise out of transactions for which reimbursement has been made to the Contractor under the contract. Any such amounts which may hereafter become due to the Contractor from any third party or other source shall be paid to the Government within 30 days after receipt by the Contractor. Interest at the rate established by the Secretary of the Treasury pursuant to Public Law 92—41 (50 U.S.C. App. 1215(b)(2)) for the Renegotiation Board, shall accrue and shall be paid to the Gov. ernment on any such accounts as remain unpaid after the 30-day period.

(f) All rights and liabilities, if any, of the parties under the Renegotiation Act of 19–.

sen

"To be inserted where appropriate.

resented 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

[Insert reference to applicable Renegoti. ation Act.)

(g) 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 indemnity Against patent risks, and bonds for patent indemnity obligations, together with all rights and liabilities under any such bond.

(h) All rights and liabilities of the parties under the contract relating to options lexcept options to continue or increase the work under the contract), covenants not to compete, and covenants of indemnity.

(i) All rights and liabilities of the parties under agreements with respect to the future care and disposition by the Contractor of Government-owned property remaining in his custody.

(j) All rights and liabilities of the parties under the contract with respect to any contract termination inventory stored for the Government pursuant to Article 1 hereof.

(k) All rights and liabilities of the parties under the contract with respect to any and all Government property furnished to or acquired by the Contractor for the performance of this contract.

(1) 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.

(m) 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 aliens, 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.)

In Witness Whereof, etc. (29 FR 10196, July 24, 1964, as amended at 42 FR 43081, Aug. 26, 1977)

(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 Default or 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 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

WHEREAS, this settlement agreement is limited to adjustment of the fee.

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

ARTICLE 1. (a) The Contractor has received the sum of $--- on account of his fee under the contract prior to the effective date of termination.

(b) In addition, 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 $--- [insert net amount to be paid on account of fee). Said sum, together with all other sums heretofore paid on account of fee, constitutes payment in full and complete settlement of the amount due the Contractor on account of his fee under the contract.

ARTICLE 2. The Contractor's allowable costs under the contract will be paid in accordance with the applicable provisions of the contract and of Part 1-8 of the Federal Procurement Regulations (41 CFR Part 18). (Insert this Article 2 only if there are costs to be vouchered out (see $ 1-8.402(a)) or if there are costs to be covered later by a separate settlement agreement.)

ARTICLE 3. Notwithstanding any other provision of this agreement the following rights and liabilities of the parties under the contract are hereby reserved:

$ 1-8.806-5 Settlement agreement for use

in settling cost-reimbursement type prime contracts after complete termi. nation where settlement is limited to

fee. THIS SUPPLEMENTAL AGREEMENT OF SETTLEMENT, entered into this day of ----, 19- between the UNITED STATES OF AMERICA (hereinafter called “the Government") rep

orders, the suggested language should be appropriately modified.)

In Witness Whereof, etc.

81-8.806-6 No-cost settlement agree.

ment-partial termination. 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

(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 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 exceptions or reservations required.)

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

(b) All rights and liabilities of the parties arising under the contract articles, if any, or otherwise which relate to reproduction rights, patent infringement, inventions, and applications for patent and patents, including rights to assignments, invention reports and licenses, covenants of indemnity against patent risks, and bonds for patent indemni. ty 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 (except options to continue or increase the work under the contract), covenants not to compete, and covenants of indemnity.

(d) All rights and liabilities of the parties under agreement with respect to the future care and disposition by the Contractor of Government-owned property remaining in his custody.

(e) All rights and liabilities of the parties under the contract with respect to any and all Government property furnished to or acquired by the Contractor for the perform ance of this contract.

(f) 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.

(g) 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, employ. ment of aliens, and “officials not to benefit." (If the contract contains clauses of this character inserted for reasons other than requirements of statutes or Executive

(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 contract provides that the performance of work thereunder may at the convenience or option of the Government be terminated by the Government in whole, or from time to time in part, whenever any such termination is determined to be for the best interest of the Government, and that the Contractor and Contracting Officer may agree upon the whole or any part of the amount or amounts to be paid to the Contractor by reason of such termination; and

WHEREAS, by notice of termination dated ---, 194, the Government advised the Contractor of the partial termination of the contract for the convenience or at the option 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 is willing to waive unconditionally any claim against the Government by reason of such termination.

Now, THEREFORE, the parties hereto agree as follows:

ARTICLE 1. The terminated portion of the contract is designated as follows: (Specify the terminated portion clearly as to items including (a) item numbers, (b) descriptions, (c) quantity terminated, (d) unit price of items, (e) total price of terminated items, and (f) any other explanation necessary to avoid uncertainty or misunderstanding.)

ARTICLE 2. The Contractor hereby uncon. ditionally waives any claim against the Gov. ernment arising under the terminated portion of the contract or by reason of its termination including, without limitation, all obligation of the Government to make fur

ther payments or to carry out other under takings in connection with said terminated portion, and the Government acknowledges that the Contractor has no obligation to perform further work or services or to make further deliveries of articles or materials under the terminated portion of the contract: Provided, however, That nothing herein contained shall impair or affect in any way any other covenants, terms or conditions of the contract: And provided further, That, with respect to the terminated portion of the contract, the following rights and liabilities of the parties are reserved:

[List reserved or excepted rights and liabilities; see § 1-8.209-2 and Article 7 of the agreement set forth in $ 1-8.806-2.]

In Witness Whereof, etc.

leases it from any and all obligations arising under the contract or by reason of its termination; and the Government agrees that all obligations arising under the contract or by reason of its termination, shall be deemed to be concluded; except as follows:

(List reserved or excepted rights and liabilities; see $ 1-8.209-2 and Article 6 of the agreements set forth in § 1-8.806-1.]

In Witness Whereof, etc.

PART 1-9–PATENTS, DATA, AND

COPYRIGHTS

Subpart 1-9.1–Patents

$ 1-8.806–7 No-cost settlement agree

ment-complete termination. 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

Sec. 1-9.100 Scope of subpart. 1-9.101--1-9.106 [Reserved) 1-9.107 Patent rights under contracts for

research and development. 1-9.107-1 General. 1-9.107-2 (Reserved] 1-9.107-3 Policy. 1-9.107-4 Procedures. 1-9.107-5 Clauses for domestic contracts

(long form). 1-9.107-6 Clauses for domestic contracts

(short form) and Institutional Patent

Agreements. 1-9.107-7 Clause for foreign contracts. 1-9.108 (Reserved) 1-9.109 Administration of Patent Rights

clauses. 1-9.109-1 Patent rights follow-up. 1-9.109-2 Follow-up by contractor. 1-9.109-3 Follow-up by Government. 1-9.109-4 Remedies. 1-9.109-5 Conveyance of invention rights

acquired by the Government. 1-9.109-6 Retention of greater rights. 1-9.109-7 Negotiation of Institutional

Patent Agreements.

[ocr errors]

(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 contract provides that the performance of work thereunder may at the convenience or option of the Government be terminated by the Government in whole, or from time to time in part, whenever any such termination is determined to be for the best interest of the Government, and that the Contractor and Contracting Officer may agree upon the whole or any part of the amount or amounts to be paid to the Contractor by reason of such termination; and

WHEREAS, by notice of termination dated - --, 194, the Government advised the Contractor of the termination of the contract for the convenience or at the option of the Government; and

WHEREAS, the Contractor is willing to waive unconditionally any claim against the Government by reason of such termination.

Now, THEREFORE, the parties hereto agree as follows:

ARTICLE 1. The Contractor hereby unconditionally waives any claim against the Government by reason of the termination of the contract and, except as set forth below, re

AUTHORITY: Sec. 205(c), 63 Stat. 390 (40 U.S.C. 486(c)):

SOURCE: 40 FR 19814, May 7, 1975, unless otherwise noted.

Subpart 1-9.1—Patents

$ 1-9.100 Scope of subpart.

This subpart sets forth policies, procedures, and contract clauses with respect to inventions made in the course of or under a contract or subcontract. entered into with or for the benefit of the Government where a purpose is the conduct of experimental, developmental, or research work. The policies, procedures, and contract clauses may also be used in grants, agreements,

« PreviousContinue »