this contract by the Contracting Officer (or if approval of this contract by higher authority is required by the terms hereof, within days after receipt of notification of such approval) and removal shall be accomplished by the Purchaser at its expense. If the property is not so removed the Government shall have the right to dispose of the property and to hold the Purchaser responsible for any loss incurred by the Government as a result of the failure to pay for or remove the property. The time of removal, and other details of removal will be arranged with the Contracting Officer if not otherwise specified herein. If the property is already in the custody of the Purchaser, delivery will be deemed to take place upon the date of execution of this contract by the Contracting Officer, or, if approval of this contract by higher authority is required by the terms hereof, on the date of such approval. Full payment shall be made prior to delivery to or removal by the Purchaser, or immediately subsequent to weighing if weighing is necessary pursuant to Article 7.

Article 4A. Delivery. Delivery to the Purchaser shall be f. o. b. (cars) (truck) (wharf) at present location. Unless the Purchaser shall remove the property from such location within days after receipt of notification of execution of this contract by the Contracting Officer (or if approval of the contract by higher authority is required by the terms hereof, within days after receipt of notification of such approval), or unless proper shipping instructions are received within the above-specified time limits, the Government shall have the right to dispose of the property and to hold the Purchaser responsible for any loss incurred by the Government as a result of the failure to pay for or to remove the property, or to provide proper shipping instructions. If necessary, the time of removal, and other details of removal, will be arranged with the Contracting Officer. Full payment shall be made prior to delivery to or removal by the Purchaser, or immediately subsequent to weighing if weighing is necessary under Article 7.

• Article 5. Sale of property "as is". Unless otherwise expressly provided herein, the purchaser agrees to accept the property "as is"; the Government makes no guaranty, warranty, or representation, express or implied, as to the kind, size, weight, quality, character, description or condition of the materials, or their fitness for any use or purpose; this is not a sale by sample.

Article 5A. Inspection by purchaser prior to acceptance. All property shall be subject to inspection and acceptance by the Purchaser within a period of days after delivery. In the event any such property is found not to conform to (Government) (standard commercial) specifications, the Purchaser shall have the right to reject any of such property. Any of such property rejected by the Purchaser because of failure to conform with (Government) (standard com

mercial) specifications will be subject to the following disposition at the discretion of the Government after a confirming inspection has been made by a Government inspector:

1. To be replaced by the Government, at Government expense, by similar or other items meeting (Government) (standard commercial) specifications;

2. To be returned at Government expense and an equitable adjustment made in the purchase price;

3. To be retained by Purchaser and an equitable adjustment made in the purchase price.

If upon the expiration of the required day period allowed the Purchaser for the rejection of the property, as provided above, there has been no communication of notice in writing to the Contracting Officer of any rejections, the Purchaser will be considered as having made final inspection and acceptance, and Purchaser will have no right to reject any item thereafter. Any dispute as to failure of any property to conform to specifications will be determined in accordance with Article 18 (Disputes).

Article 6. Responsibility for property sold. The Purchaser assumes all responsibility and liability for the property after notification of execution of the contract by the Contracting Officer, or of approval of the contract by higher authority if such approval is required by the terms hereof. The Government will exercise its usual care for protection of the property up to the time limit of removal, but will not be responsible for any loss or damage from any cause whatsoever.

Article 7. Weighing. Where weighing is necessary to determine price hereunder. Purchaser shall arrange for, and pay all expenses of weighing material, whether removal is by truck or by rail, including all switching charges incurred. In case of removal by truck, weighing shall be on (a) Government scales, or (b) other certified scales in the vicinity of present location or (c) certified scales in the vicinity of Purchaser's establishment, at the option of the Contracting Officer and under his supervision. When removal is by rail, weighing shall be on railroad track scales or by other means acceptable to railroad for freight charge purposes. The weights thus determined shall govern payment.

Article 8. Title. Title to the property shall vest in the Purchaser upon full payment therefor, or upon execution of this contract by the Contracting Officer or, if such approval is necessary, upon approval of this contract by higher authority, whichever date is latest. Article 9. Payment. Payment shall be made as follows:.

Payment will be made by cash or by certified check, cashier's check, bank draft or postal money order made payable to the Treasurer

of the United States. Payment will be made to...

Article 10. Compliance with OPA and WPB orders and regulations. The Purchaser warrants and represents that this transaction is, and all of its future transactions with the property covered hereby will be, in compliance with applicable orders and regulations of the Office of Price Administration and the War Production Board or similar authority.

Article 11. Certificate of compliance with OPA regulations. The Purchaser represents and certifies to the United States of America that the prices paid or to be paid for the goods purchased or to be purchased under this contract do not exceed one of the following:

(a) The maximum price applicable to purchases by the Purchaser from usual sources of supply, of the goods in the quantity and at the place of delivery specified in this contract; or

(b) The maximum selling price applicable to sales by the Purchaser, in its capacity as a manufacturer, producer or processor of the same goods, disregarding minor differences in specifications or design, in the quantity and at the place of delivery specified in this contract.

Article 12. Covenant against contingent fees. The Purchaser warrants that it has not employed any person to solicit or secure this contract upon any agreement for a commission, percentage, brokerage or contingent fee. Breach of this warranty shall give the Government the right to annul the contract, or at its option, to recover from the Purchaser the amount of such commission, percentage, brokerage, or contingent fee, in addition to the consideration herein set forth. This warranty shall not apply to commissions payable by the Purchaser upon contracts or purchases secured or made through bona fide established commercial agencies maintained by the Purchaser for the purposes of doing business.

Article 13. Officials not to benefit. No member of or delegate to Congress or resident commissioner shall be admitted to any share or part of this contract or to any benefit that may arise therefrom, but this provision shall not be construed to extend to this contract if made with a corporation for its general benefit.

(a) The

Article 14. Anti-discrimination. Purchaser, in performing the work required by this contract, shall not discriminate against any employee or applicant for employment because of race, creed, color, or national origin.

(b) The Purchaser agrees that the provisions of paragraph (a) will also be inserted in all of its subcontracts. For the purpose of this article, a subcontract is defined as any contract entered into by the Purchaser with any individual, partnership, association, corporation, estate, or trust, or other business enterprise or other legal entity, for a specific

part of the work to be performed in connection with the sale of property under this contract; Provided, however, That a contract for the furnishing of standard or commercial articles or new material shall not be considered as a subcontract.

'Article 15. Scrap warranty. With respect to all scrap covered by this contract, the Purchaser represents and warrants to the United States that such property was offered as scrap, purchased by it as scrap, and that it will sell or ship or use it as scrap either in its existing condition or after further preparation and only in conformity with all applicable regulations and orders of the Office of Price Administration and the War Production Board. (a)

Article 16. Sale to war contractors. The Purchaser represents and warrants that it is either (1) a manufacturer or supplier having one or more war contracts or subcontracts thereunder and that the sale will be for the purpose of facilitating the performance of such war contracts or war production, or (2) a supplier of war contractors who certifies that such property will be channelled directly into use by a war contractor to facilitate the performance of such contract or contracts or war production.

(b) The Government, acting through its authorized representatives, has determined that the sale to the Purchaser to be made hereunder will facilitate the prosecution of the war.

'Article 17. Use warranty. The Purchaser represents and warrants that it will use or consume the property covered hereby in the United States for manufacturing, construction, maintenance or repair purposes, and the Purchaser agrees that if it does not use or consume any of the items, it will not resell them at a profit.

Article 18. Disputes. Except as otherwise specifically provided in this contract, all disputes concerning questions of fact which may arise under this contract, and which are not disposed of by mutual agreement, shall be decided by the Contracting Officer, who shall reduce his decision to writing and mail a copy thereof to the Purchaser. Within 30 days from said mailing the Purchaser may appeal to the Secretary of War, whose decision or that of his designated representative, representatives, or board shall be final and conclusive upon the parties hereto. Pending decision of a dispute hereunder the Purchaser shall diligently proceed with the performance of this contract.

Article 19. Definitions. Except for the original signing of this contract, and except as otherwise stated herein, the term "Contracting Officer" as used herein shall include his duly appointed successor or his authorized representative.

10, 11 Article 20. Alterations and additions. (1) This contract consists of Articles

was

(2) The following changes in and additions to the contract were made before it signed by the parties hereto:

INSTRUCTIONS TO CONTRACTING OFFICERS A. This form may be used for negotiated sales by the Government of all types of Government-owned property, except (a) sales to the Defense Plant Corporation or other Government agencies and departments, and (b) sales of real estate or of buildings or improvements to be severed from real estate.

B. No changes should be made in any of the contract articles except as authorized by Procurement Regulations, the technical services or other appropriate authority. Articles which are inapplicable and are not to be included in the contract should be deleted (See e. g. Instructions 2-9). Inapplicable portions of printed articles should be lined out or deleted (See e. g. Instruction 4). Both the printed and the additional articles included in the contract should be expressly listed in Article 20

C. Subject to War Department Procurement Regulations, instructions as to the inclusion or addition of articles in particular types of sales may be issued by the technical

1. If the sale is by a salvage officer of surplus property, in the cases authorized by Subchapter B or Part 844 of Subchapter C, or TM 38-505 ("Salvage in Zone of Interior"), Article 1 will clearly state that the contract pertains to the sale of surplus property.

2. Either Article 3 or Article 3A, or neither, but not both, may be incuded, subject to the instructions mentioned in paragraph C of these instructions.

3. Either Article 4 or Article 4A, but not both, may be included, subject to the instructions mentioned in paragraph C. Both may be omitted if other provisions concerning delivery are included in the contract.

4. Either Article 5 or Article 5A, or neither, but not both, may be included, subject to the instructions mentioned in paragraph C. I some or all warranties of description or quality are not to be negatived, appropriate portions of Article 5 may be omitted or deleted. 5. Care should be taken to insert Payment provisions which do not conflict with other provisions of the contract, e. g. the applicable Delivery article.

6. Article 11 should be included in all sales to which the certificate set forth in §§ 821.111-4 or 844.436-4 is applicable.

7. Article 15 should be included in sales of scrap, in accordance with Parts 824 and 844. 8. Article 16 must be included in sales to war contractors authorized by Part 823. 9. Article 17 must be included where required by Parts 823 or 844.

10. Article 20 should be used (1) for indicating the printed articles and the additional articles included in the contract (2) for inserting additional articles, and (3) for recording alterations made in the standard articles.

11. If approval of higher authority is to be obtained before the contract becomes effective, an additional provision to this effect should be inserted.

Procurement

§ 813.1327 Standard Form No. 3 and related forms (WD AGO Forms Nos. 299, 299-1, 299-2). The instructions for the use of these forms, which formerly appeared in this section, are now set forth in § 802.243-2. These forms are no longer reproduced in procurement regulations. WD AGO Form 299 was revised on March 1, 1945; Form 299-1 was revised on February 1, 1945; and Form 299-2 was revised on March 1, 1945. Form 299 (July 12, 1944) and Form 299-2 (August 31, 1944) will not be used after the revised forms are available. Since revised Forms 299 and

299-2 differ materially from the earlier versions, the revised forms should always be used together; that is to say, the August 31, 1944 edition of Form 299-2 should not be used with the March 1, 1945 edition of Form 299 and the March 1, 1945 edition of Form 299-2 should not be used with the July 12, 1944 edition of Form 299. Form 299-1 (July 12, 1944) may be used until existing stocks are exhausted. The revised forms will be requisitioned and distributed as prescribed in AR 310-200. They will be identified as follows for requisition purposes:

WD Standard Procurement Form No. 3WD AGO Form 299, Mar. 1, 1945;

Continuation Sheet, Title V, WD AGO Form 299-1;

Instructions for Completing WD Standard Procurement Form No. 3-WD AGO Form 299-2, March 1, 1945.

Detailed instructions to procurement offices as to the use of these forms are set forth in § 802.243-2b.

§ 813.1327a Standard Procurement Form No. 4. See § 802.243, which prescribes the use of this form in certain cases. This form is no longer reproduced in procurement regulations. It was revised on February 1, 1945, but the edition of July 20, 1944 may be used until existing stocks are exhausted. The form will be requisitioned and distributed as prescribed in AR 310–200. It will be identified as WD AGO Form 298 for requisition purposes.

of

1a partnership consisting of

1 an individual trading as
of the City of

in the State of
nesseth that

Whereas, on or about the

-----)

wit

day of

19, Licensor and Licensee entered into an instrument of li-. cense, providing in part as follows: [Quote clause granting license and royalty provisions of license.]

Whereas, said royalties are charged or chargeable to the Government in connection with procurement of supplies, equipment or materials delivered or to be delivered to or for the War Department, and the Secretary of War has made inquiry whether said royalties are unreasonable or excessive and contemplates giving notice under the Royalty Adjustment Act in respect thereto [or, the Secretary of War believing said royalties to be unreasonable and excessive has, on or about the day of 19----, given notice in respect thereto under the Royalty Adjustment Act];

---

Whereas, Licensor has [or Licensor and Licensee have] requested the Secretary of War to forebear from giving notice under the Act [or, has requested the Secretary of War to forebear, from making an order under the Act] and, in consideration of and during the continuance of such forebearance, Licensor is [or Licensor and Licensee are] willing to adjust the rates or amounts of said royalties in the manner and to the extent herein set forth; and

Whereas, this contract is authorized by Sec. 3 of the Royalty Adjustment Act;

Now, therefore, the parties have agreed as follows:

day 194, by the United States of America (hereinafter called the Government), represented by the officer executing this contract, and............

--

(hereinafter called Licensor),

a corporation organized and existing under the laws of the State of

'a partnership consisting of

ings here assigned to them, viz.:

(a) "Said license" means the instrument of license dated 19. above mentioned;

---

(f) "Subject royalties" means royalties at the rates or in the amounts specified in said license, and in any other license heretofore granted by

accrued and hereafter accruing in respect to the practice of said inventions during the period of this contract, which said royalties are charged or chargeable directly or indirectly to the Government; and

(g) "Secretary of War" includes any officer or board exercising the powers, duties and authorities of the Secretary of War under the Act in respect of said license or said inventions.

ART. 2. Royalty reduction. [Use following in case of reduction in royalty rates]: Licensor agrees that the subject royalties shall be and they are hereby reduced to % in lieu of the rates specified in

said license. [Use following in case of a ceiling upon future receipts and refund by Licensor]:

Licensor agrees that the subject royalties shall be and they are hereby continued at the rates set forth in said license; Provided, however, That the maximum of subject royalties to be retained by Licensor shall not exceed the sum of - [ceiling]----for each quarter year period commencing - [date]-and that all excess of subject royalties over said maximum for each quarter year shall be paid to the Treasurer of the United States as hereinafter provided.

ART. 3. Royalty refund (see §§ 811.1113-4, 811.1113-7 and 811.1113-8).

ART. 4. Release of past infringements (see § 811.1113-5).

ART. 5. Withdrawal of notice and release (for use only if a notice under the Act has previously been given).

The notice under the Act, heretofore on or about the day of 19_... issued on behalf of the Secretary of War in respect of the royalties specified in said license, is hereby withdrawn and Licensor consents to such withdrawal and, in consideration thereof, hereby releases any and all claims or demands now held by the Licensor against the United States, or any officer or agent thereof, arising out of the issuance of said notice.

ART. 6. Reserved Rights. Nothing herein contained shall limit the right of the head of any department or agency of the Government, including but not limited to the Secretary of War, to give notice [or, further notice] under the Act if at any time it is believed that the reduced royalties specified in Article 2 hereof are unreasonable or excessive, nor shall the Government be deemed to have approved the rates or amounts of said reduced royalties or be estopped at any time to contest the enforceability, validity or scope of, or the title to, any patent in respect of which said royalties are payable.

ART. 7. General provisions.

(a) Officials not to benefit (see § 811.11136 (a)).

(b) Covenant against contingent fees (see § 811.1113-6 (a)).

(c) Anti-discrimination (see § 811.11136 (b)).

(d) Assignment of rights hereunder (see § 811.1113-6 (c)).

ART. 8. Successors and assigns. This contract shall be binding upon the parties, their successors and assigns, and shall not be affected in the event that any provision of the act or the application thereof to any person or circumstances is held invalid.

In witness whereof, the parties hereto have executed this contract as of the day and year first above written.