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paid or required to be paid in connection with the performance of this contract and subcontracts hereunder together with the reasons therefor.
(d) The Contractor will be compensated for royalties reported under (c) above only to the extent that such royalties were included in the contract price and are determined by the Contracting Officer to be properly chargeable to the Government and allowable to the contract. Therefore, to the extent that any royalties which are included in the contract price are not in fact paid by the Contractor or are determined by the Contracting Officer not to be properly chargeable to the Government and allocable to the contract, the contract price shall be reduced. Repayment or credit to the Government shall be made as the Contracting Officer directs.
(e) If, at any time within three (3) years subsequent to final payment under this contract, the Contractor for any reason is relieved in whole or in part from the payment of the royalties included in the final contract price as adjusted pursuant to paragraph (d) above, the Contractor shall promptly notify the Contracting Officer of that fact and shall reimburse the Government in a corresponding amount.
(f) The substance of this clause, including this paragraph (f), shall be included in any subcontract in which the amount of royalties reported during negotiation of the subcontract exceeds $250.
(End of clause)
(b) (1) The Government may duplicate, use, and disclose in any manner and for any purpose whatsoever, and have others to so do, all subject data delivered under this contract.
(2) The Contractor agrees to and does hereby grant to the Government, and to its officers, agents and employees acting within the scope of their official duties, a royaltyfree, non-exclusive, irrevocable license throughout the world, to publish, translate, deliver, perform, dispose of, and to authorize others to so do, all subject data now or hereafter covered by copyright.
(3) The Contractor shall report to the Contracting Officer promptly and in reasonably written detail, each notice or claim of copyright infringement with respect to all subject data delivered under this contract.
(c) Nothing contained in this clause shall imply a license to the Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Government under any patent.
(d) The Contractor shall not affix any restrictive markings upon any subject data, and if such markings are affixed, the Government shall have the right at any time to modify, remove, obliterate or ignore any such markings.
(End of clause)
$ 12-7.151-5 Rights in data-unlimited
contract clause. Insert the following clause under the conditions prescribed in DOTPR 129.201-1(a). Alterations in the clause may be made under the conditions prescribed in DOTPR 12-9.201-2.
RIGHTS IN DATA-UNLIMITED (a) The term “subject data” as used herein means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under this contract. The term includes graphic or pictorial delin eations in media such as drawings or photo. graphs; text in specifications or related performance or photographs; design-type documents; machine forms such as punched cards, magnetic tape, or computer memory printouts; and information retained in computer memory. Examples include, but are not limited to, engineering drawings and associated lists, specifications, standards, process sheets, manual, technical reports, catalog item identifications, and related information. The term does not include financial reports, cost analyses, and similar information incidental to contract administration.
§ 12-7.151-6 Rights in data-title.
Insert the following clause under the conditions prescribed in DOTPR 129.201-1(b). Alterations in the clause may be made under the conditions prescribed in DOTPR 12-9.201-2.
RIGHTS IN DATA-TITLE (a) The term “subject data” as used herein means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under this contract. The term includes graphic or pictorial delineations in media such as drawings or photographs; text in specifications or related performance or design-type documents; machine forms such as punched cards, magnetic tape, or computer memory printouts; and information retained in computer memory. Examples include, but are not limited to, engineering drawings and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog item identifications, and related information. The term does not include financial reports, cost analyses, and similar information incidental to contract administration.
(b) All "subject data" first produced in the performance of this contract shall be the sole property of the Government. The Contractor agrees not to assert any rights at common law or equity and not to establish any claim to statutory copyright in such data. Except for his own internal use, the Contractor shall not publish or reproduce such data in whole or in part, or in any manner or form, nor authorize others so to do, without the written consent of the Government until such time as the Government may have released such data to the Public.
(c) The Contractor agrees to grant and does hereby grant to the Government and to its officers, agents, and employees acting within the scope of their official duties, a royalty-free, nonexclusive, and irrevocable license throughout the world (1) to publish, translate, reproduce, deliver, perform, use, and dispose of, in any manner, any and all data not first produced or composed in the performance of this contract but which is incorporated in the work furnished under this contract; and (2) to authorize others so to do.
(d) The Contractor shall indemnify and save and hold harmless the Government, its officers, agents and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by the Contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, performance, use, or disposition of any data furnished under this contract.
(e) Nothing contained in this clause shall imply a license to the Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Government under any patent.
(f) Paragraphs (c) and (d) above are not applicable to material furnished to the Contractor by the Government and incorporated in the work furnished under the contract; Provided, Such incorporated material is identified by the Contractor at the time of delivery of such work.
(End of clause)
tors or subcontractors) of any product which is substantially the same in design as, or which is directly derived from, that developed by the Contractor or any of its subcontractors in the performance of this contract.
(b) In selling or leasing the product identified in paragraph (a) above to the Government, either directly or indirectly through Government prime Contractors or subcontractors, the Contractor or its privies (including subcontractors) shall notify the purchaser or lessee in writing that the product was developed under a Department of Transportation contract containing a Recovery of Development Costs clause and that the purchase or lease price of such product is less than the price of such product when sold or leased to other than the Government by an amount no less than the Government's share under the Recovery of Developmental Costs clause. A copy of each such notice shall be sent to the Contracting Officer. In the event the product is sold or leased to the Government, the amount by which the sales or lease price was reduced by virtue of this clause shall be credited to the amount recoverable under this clause.
(c) As may be determined by the Contracting Officer to be fair, reasonable and equitable, the Contractor shall also pay to the Government up to 33% of all sums hereafter received by, or credited to, the Contractor or its privies (including subcontractors) as payments under technical agreements permitting others (1) to sell, lease, or manufacture the product identified in paragraph (a) above, or (2) to use any process which is substantially the same as, or which is directly derived from, that developed by the Contractor or any of its subcontractors in the performance of this contract.
(d) Recovery by the Government under this clause shall be limited to amounts paid and credited to the Contractor under this contract. Payments to the Government under this clause shall not be so high as to destroy the Contractor's competitive position for the product involved, provided that the product is otherwise reasonably priced and efficiently and economically produced.
(e) The Contractor shall report to the Government all sales, leases, licensing agreements, royalties and receipts, which might reasonably be considered to be subject to this clause; and the Contractor shall promptly render accurate, certified accounts thereon to the Government at reasonable intervals.
8 12-7.151-7 Recovery of developmental
costs. Insert the following clause under the conditions prescribed in DOTPR 129.702.
(End of clause)
RECOVERY OF DEVELOPMENTAL COSTS (a) As may be determined by the contracting officer to be fair, reasonable and equitable, the contractor shall pay to the Government up to 5% of sums hereafter received by or credited to the Contractor or its privies (including subcontractors) on sales or leases (exclusive of sales or leases to the U.S. Government, either directly or indirectly through Government prime contrac
812-7.151-8 Government furnished prop
erty. (a) Except as provided in (b) and (c) below, insert the following clause in
the contract when property will be furnished by the Government in the performance of this contract:
GOVERNMENT FURNISHED PROPERTY (a) Property administration. The Contractor shall establish and administer a system to control, protect, preserve and maintain Government property in his possession or under his control or that of his subcontractors. Such a system must be satisfactory to the Contracting Officer, and in accordance with this clause and any other requirements of the contract.
(b) Government-furnished property. (1) The Government shall deliver to the Contractor, for use in connection with and under the terms of this contract, the property described as Government-furnished property in the Schedule or specifications, together with such related data and information as the Contractor may request and as may reasonably be required for the intended use of such property (hereinafter referred to as “Government-furnished property”).
(2) The delivery or performance dates for the supplies or services to be furnished by the Contractor under this contract are based upon the expectation that Government-furnished property suitable for use will be delivered to the Contractor at the time stated in the Schedule or, if not so stated, in sufficient time to enable the Contractor to meet such delivery or perform ance dates.
(3) If the Schedule does not state a date when Government-furnished property will be delivered, the Contractor shall notify the Contracting Officer in writing of the date by which he requires such property to meet the contract delivery or performance dates. The Contractor shall allow a minimum of 30 days for delivery of Government-furnished property, unless a different time is specified in the Schedule. If not received five days before the date it is required by the Con. tractor, the Contracting Officer shall be so notified.
(4) If Government-furnished property is not delivered to the Contractor by the date specified in the Schedule, or by the date specified by the Contractor pursuant to (3) above, the Contracting Officer shall, upon timely request made by the Contractor, make a determination of the delay, if any, occasioned the Contractor and shall equitably adjust the delivery or performance dates or the contract price, or both, and any other contractual provision affected by any such delay, in accordance with the procedures of the “Changes" clause of this contract.
(5) In the event that Government-fur. nished property is received by the Contractor in a condition not suitable for intended use (except for such property furnished "as
is” or otherwise specified), the Contractor shall upon receipt thereof, notify the Contracting Officer of such fact and, as directed by the Contracting Officer, either (i) return such property at the Government's expense or otherwise dispose of the property, or (ii) effect repairs or modifications. Upon completion of (i) or (ii) above, the Contracting officer upon request of the Contractor shall equitably adjust the delivery or performance dates or the contract price or both, and any other contractual provisions affected by the return or disposition, or the repair or modification, in accordance with the procedures of the “Changes" clause of this contract.
(6) The foregoing provisions for adustment are exclusive and the Government shall not be liable to suit for breach of contract by reason of any delay in delivery of Government-furnished property or delivery of such property in a condition not suitable for its intended use.
(c) Changes in Government-furnished property. (1) By notice in writing, the Contracting Officer may: (i) Decrease the property provided or to be provided by the Government under this contract, or (ii) substitute other Government-owned property for property to be provided by the Government or to be acquired by the Contractor for the Government under this contract. The Contractor shall promptly take such action as the Contracting Officer may direct with respect to the removal and shipping of property covered by such notice.
(2) In the event of any decrease in or substitution of property pursuant to paragraph (c)(1) above, or any withdrawal of authority to use property provided under any other contract or lease, which property the Government had agreed in the Schedule to make available for the performance of this contract, the Contracting Officer, upon the written request of the Contractor or on his own initiative (if the substitution of property causes a decrease in the cost of performance), shall equitably adjust such contractual provisions as may be affected by the decrease, substitution, or withdrawal, in accordance with the procedures provided for in the “Changes" clause of this contract.
(d) Title to property. Title to all property furnished by the Government shall remain in the Government. Title to Government property shall not be affected by the incorporation or attachment thereof to any property not owned by the Government, nor shall such Government property, or any part thereof, be or become a fixture or lose its identity as personalty of reason affixation to any realty.
(e) Use of Government-furnished property. The Government-furnished property shall, unless otherwise provided herein or ap
proved by the Contracting Officer, be used only for the performance of this contract.
(f) Maintenance and repair of Government property. The Contractor shall main tain and administer, in accordance with sound industrial practice, a program for the maintenance, repair, protection, and preservation of Government property, while in custody of the Contractor. In the event that any damage occurs to Government property the risk of which has been assumed by the Government under this contract, the Government shall replace such items or the Contractor shall make such repair of the property as the Government directs: Provided, however, That if the Contractor cannot effect such repair within the time required, the Contractor shall dispose of such property in the manner directed by the Contracting Officer. The contract price includes no compensation to the Contractor for the performance of any repair or replacement for which the Government is responsible, and an equitable adjustment will be made in any contractual provisions af. fected by such repair or replacement of Government property made at the direction of the Government in accordance with the procedures provided for in the “Changes" clause of this contract. Where replacement parts are provided at the expense of the Government, the parts which are displaced remain the property of the Government. Any repair or replacement for which the Contractor is responsible under the provisions of this contract shall be accomplished by the Contractor at his own expense.
(g) Risk of loss. Unless otherwise provided in this contract, the Contractor assumes the risk of, and shall be responsible for, any loss or damage to Goverment property provided under this contract upon its delivery to him or any of his subcontractors or upon pas. sage of title thereto to the Government as provided in paragraph (d) hereof, except for reasonable wear and tear and except to the entent that such property is justifiably consumed in the performance of this contract. The Contractor shall not be liable for loss or destruction of or damage to Government property if such loss, destruction or damage is due to causes beyond the control and without the fault or negligence of the Con. tractor or any of his subcontractors.
(h) Access. The Government, and any persons designated by it, shall at all reasonable times have access to the premises wherein any Government property is located, for the purpose of inspecting the Government property, or inventorying the same, or removing any part or all of the same, or for determining compliance with terms of the contract.
(i) Final accounting and disposition of Government property. Upon the completion of this contract, or at such earlier dates as may be fixed by the Contracting Officer, the Contractor shall submit, in a form ac
ceptable to the Contracting Officer, inventory schedules covering all items of Government property not justifiably consumed in the performance of this contract (including any resulting scrap) or not theretofore delivered to the Government, and shall prepare for shipment, deliver f.o.b. origin (unless otherwise provided in the contract), or dispose of the Government property, as may be directed or authorized by the Contracting Officer. The net proceeds of any such disposal shall be credited to the contract price or shall be paid in such other manner as the Contracting Officer may direct.
(j) Notification. The Contractor shall notify the Contracting Officer as soon as Government-furnished property is no longer required for performance of the contract. All shipments of Government-furnished property not delivered as an end item of the contract shall be effected only upon receipt of shipping instructions signed by the Contracting Officer or his duly authorized representative.
(k) Restoration of Contractor's premises. Unless otherwise provided herein, the Government: (1) May abandon any Government property in place, and thereupon all obligations of the Government regarding such abandoned property shall cease; (2) shall not be under any duty or obligation to restore or rehabilitate, or to pay the costs of the restoration or rehabilitation of, the Contractor's plant or any portion thereof which is affected by the abandonment or removal of any Government property; (3) shall be indemnified against all suits or claims arising out of the Government's failure to restore or rehabilitate the Contractor's property or the property of subcontractors, except for such damage as may be occasioned by the negligence of the Government, its agents, its employees, or independent contractors.
(1) Communications. All communications issued pursuant to this clause shall be in writing.
NOTE: If this contract is with other than a United States firm or individual, the terms "Government" or "Government-furnished", wherever they appear in the text, are defined as meaning "United States Government."
(End of clause) (b) In negotiated fixed-price contracts, when the Contracting Officer determines it inappropriate to place liability on the contractor for loss, destruction, or damage to Governmentfurnished property (e.g., where the cost of insurance against the potential liability is so high as to be unjustified when the value of the property is compared to the contract price), paragraph (g) of the clause shall be deleted and the paragraph (g) set forth in ASPR 7-104.24(c) substituted therefor.
8 12-7.151-9 Military security require.
ments. Insert the following Military Security Requirements clause (ASPR 7104.12) in the contract in accordance with instructions for its use in DOTPR 12-1.352:
MILITARY SECURITY REQUIREMENTS
(1971 APR) (a) The provisions of this clause shall apply to the extent that this contract involves access to information classified “Confidential,” “Secret” or “Top Secret.”
(b) The Contractor shall comply with (i) the Security Agreement (DD Form 441), including the attached Department of Defense Industrial Security Manual for Safeguarding Classified Information (DOD 5220.22-M); and (ii) any revisions thereto, notice of which has been furnished to the Contractor.
(c) If, subsequent to the date of this contract, the security classification or security requirements under this contract are changed by the Government as provided in this clause and the security costs or time required for delivery under this contract are thereby increased or decreased, the contract price, delivery schedule, or both and any other provision of the contract that may be affected shall be subject to an equitable adjustment by reason of such increased or decreased costs. Any equitable adjustment shall be accomplished in the same manner as if such changes were directed under the “Changes" clause of 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 par&graph (d) but excluding the last sentence of paragraph (c) of this clause.
§ 12-7.151-11 Price redetermination (ret
roactive). When it is determined, in accordance with FPR 1-3.404-7, to use a fixedprice contract providing for retroactive redetermination of price, insert the clause set forth in ASPR 7-109.3. 812-7.151-12 Stop work order.
The following clause may be included in negotiated contracts when the contracting officer determines its use appropriate. Examples might include contracts under which work stoppage may be required for reasons such as advancements in the state of the art, production or engineering breakthroughs, or realignment of programs. In no event shall the clause be used routinely.
STOP WORK ORDER (a) The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of no longer than ninety (90) days after the order is delivered to the Contractor, and for any further period to which the parties may agree. Any such order shall be specifically identified as a Stop Work Order issued pursuant to this clause. Upon receipt of such an order, the Contractor shall forthwith comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Prior to the expiration of the period of the stop work order, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either
(1) Cancel the stop work order, or
(2) Terminate the work covered by such order as provided in the "Termination for Convenience" clause of this contract.
(b) If a stop work order issued under this clause is cancelled, or the period of the order or any extension thereof expires, the Contractor shall resume work. An equitable adjustment shall be made in the delivery schedule or contract price, or both, and the contract shall be modified in writing accordingly, if
(1) The stop work order results in an increase in the time required for, or in the Contractor's cost properly allocable to, the performance of any part of this contract, and
(2) The Contractor asserts a claim for such adjustment within thirty (30) days after the end of the period of work stoppage: Provided, That, without prejudicing
(End of clause)
8 12-7.151-10 Price redetermination (pro
spective). When it is determined, in accordance with FPR 1-3.404-5, to use a fixedprice contract providing for prospec. tive redetermination of price, insert the clause set forth in ASPR 7-109.2