Article B-IV-Disclosure of Information This clause should be used in place of the clauses entitled "Security", $9-7.103-53, and "Classification" §9-7.103-50, in SRSAS with educational institutions for offsite research that are not likely to produce Restricted Data or other classified information. Disclosure of Information (a) It is mutually expected that the activities under this agreement will not involve Restricted Data or other classified information or material. It is understood, however, that if in the opinion of either party this expectation changes prior to the expiration or termination of all activities under this agreement, said party shall notify the other party accordingly in writing without delay. In any event, the contractor shall classify, safeguard, and otherwise act with respect to all Restricted Data and other classified information and material, in accordance with applicable law and the requirements of ERDA and shall promptly inform ERDA in writing if and when Restricted Data or other classified information or material becomes involved. If and when Restricted Data or other classified information or material becomes involved, the contractor shall have the right to terminate performance of the work under this agreement and in such event the provisions of this agreement respecting termination for the convenience of the Government shall apply. (b) The contactor shall not permit any individual to have access to Restricted Data, or other classified information, except in accordance with the Atomic Energy Act of 1954, as amended, and ERDA regulations or requirements. (c) The term "Restricted Data" as used in this article means all data concerning the design, manufacture, or utilization of atomic weapons, the production of special nuclear material or the use of special nuclear material in the production of energy, but shall not include data declassified or removed from the Restricted Data category pursuant to section 142 of the Atomic Energy Act of 1954, as amended. work. Article B-V-Responsibility For The Work (a) The contractor is solely responsible for the conduct of the (b) In instances where the carrying out of the work involves an ERDA license, the provisions of the pertinent license shall prevail over any inconsistent provisions of this agreement. Article B-VI [Reserved] Article B-VII-Rights in Technical Data (Short Form) Insert the clause in §9-9.202–3(g)(2). Article B-VIII-Patent Rights (Short Form) Insert the clause in $9-9.107-6. Article B-IX-Property Items (a) Except as otherwise provided in this paragraph (a) and paragraph (b) of this Article B-IX, title to all material, supplies, and equipment purchased or otherwise acquired by the contractor in the performance of its research activities shall be and remain in the contractor. Said materials, supplies, and equipment shall be used for the benefit of research under this agreement and any extensions or successor contractors hereto: And, provided. There is no interference with said research, shall be made available for use by investigators working on any Federal research agreement at the same location. Subject to these priorities, and materials, supplies, and equipment may be used as the contractor wishes. Except as otherwise agreed in writing, title to any items of property listed as "Government property" shall pass directly to the Government; such property shall be subject to paragraphs (b), (c), (d), (e), and (f) of this Article B-IX. (b) Subject to the mutual agreement of ERDA and the contractor, the Government may furnish the contractor items of equipment, materials, supplies or facilities for use by the contractor in the performance of the work; title to these items shall remain in the Government unless otherwise agreed in writing. Such items of property and the items of property listed elsewhere in this agreement as Government property, are hereinafter referred to as "Government property". Title to Government property shall not be affected by the incorporation or attachment thereof to any property not owned by the Government nor shall any such property, or any part thereof, be or become a fixture or lose its identity as personality by reason of affixation to any realty. (c) To the extent practicable, the contractor shall cause all items of Government property to be suitably marked with an identifying mark or symbol indicating that the items are the property of the Government. The contractor shall maintain, at all times and in a manner satisfactory to ERDA, records showing the use and disposition of Government property. Such records shall be subject to ERDA inspection at all reasonable times and ERDA shall at all reasonable times have access to the premises wherein any items of Government property are located. Unless otherwise authorized in writing by ERDA, the contractor shall use Government property only for the purposes of this agreement: provided, however, that the contractor is hereby authorized to use items of equipment constituting Government property for other Federal research agreements to the extent such use: (1) Does not interfere with its work under this agreement; (2) is not prohibited by provisions of the other Federal agreements; and (3) is promptly reported by the contractor to ERDA under this agreement. (d) The contractor shall promptly notify ERDA of any loss or destruction of or damage to Government property. It is understood that the contractor shall not be liable for any such loss, destruction or damage, unless same results from willful misconduct or lack of good faith on the part of any corporate officer of the contractor, or of one or more of the contractor's representatives having supervision or direction of all or substantially all of the activities under this agreement. If the contractor is liable for any such loss, destruction, or damage, it shall promptly account there for to the satisfaction of ERDA; if the contractor is not liable therefor, and is indemnified, reimbursed, or otherwise compensated for such loss, destruction, or damage, it shall promptly account therefor to the satisfaction of ERDA. (e) With the written approval of ERDA, the contractor may sell, transfer, or otherwise dispose of items of Government property to such parties and upon such terms as so approved, or itself acquire title to items of Government property upon such terms as may mutually be agreed upon in writing by the contractor and ERDA. The proceeds of any such disposition, and any agreed price of any such contractor acquisition, shall be paid by the contractor to the Government, or credited on account of ERDA payments to be made under this agreement as ERDA may direct. Subject to the other provisions of this agreement, the contractor shall deliver Government property to ERDA upon request (suitably packed and shipped at the Government's expense). (f) The contractor shall utilize for the benefit of the work under this agreement such items of property available to the contractor by reason of its activities under other Federal research agreements as are appropriate for utilization under this agreement pursuant to the provisions of the pertinent Federal agreements. Article B-X-Termination For Convenience Of The Government Insert FPR 1-8.704-1. Article B-XI-Payments (a) ERDA shall make payments to the contractor with respect to the amount of consideration prescribed in Article III of this agreement as follows: (1) A maximum of an additional 45 percent of the new funds as set forth in Article A-III(b) of this agreement following execution of this agreement (and following the effectuation of each extended period) upon receipt of a request, or requests, in writing from the contractor. (2) A maximum of an additional 45 percent of the new funds as set forth in Article A-III(b) of this agreement upon receipt of a request or requests from the contractor evidencing that the amount requested is then required in connection with the work under the agreement. NOTE: Subparagraphs (1) and (2) of this paragraph (a) may be revised, as deemed appropriate by the field office, in accordance with $9-4.5112-3(a). (3) If, following submission of an annual progress report, the agreement is to be extended for an additional period of performance, an additional payment may be made at the time of execution of the extension which, when added to the payments already made under (1) and (2) above for the expiring period, will not exceed the new funds set forth in Article A-III(b) for the expiring period; a concluding payment for the pertinent period, if appropriate, may be made following submission of a certified statement showing ERDA support cost and evidencing the contractor's performance under the agreement. (4) If the agreement is not to be extended, the final payment of the consideration provided for in Article III shall be made following submission by the contractor of a final report required by Article B-XXI, in form and content satisfactory to ERDA and submission of a certified statement showing ERDA support cost and evidencing the contractor's performance and compliance by the contractor with the patent provisions. (b) The payments made pursuant to paragraph (a) above shall not prejudice or otherwise affect adversely any of the Government's rights under the agreement. For purposes of settlement in the event of termination pursuant to Article B-X hereof, these payments shall not be construed as evidentiary, and any excess payment in the light of Article B-X shall be promptly returned to ERDA. (c) ERDA, at its option, may invoke the following with respect to any amount of consideration remaining to be paid at any given time: (1) ERDA shall issue a letter of credit as provided for by Treasury Fiscal Requirements Manual, Part IV, section 1020, under which payments to the contractor with respect to the amount of consideration provided for in Article III be made. The contractor agrees that the first ninety (90) percent of the new funds as set forth in Article A-III(b) will be under the letter of credit and will be subject to the submission by the contractor of a Payment Voucher on Letter of Credit (TUS 5401), in accordance with procedures based upon Treasury Fiscal Requirements Manual, Part VI, section 1020, which are agreed to by the parties. Following submission by the contractor of a final report provided for in Article B-XXI, in form and content satisfactory to ERDA and submission of a certified statement showing the total expenditures and evidencing the contractor's performance, and upon submission by the contractor to ERDA of such invoices or vouchers as are satisfactory to ERDA, ERDA shall pay the contractor the concluding payment of the consideration provided for in Article III, or said concluding payment will be included under the letter of credit and will be subject to submission by the contractor of a payment voucher on letter of credit, in accordance with the procedure described above. If, following submission of an annual report, the agreement is extended for an additional period of performance, and additional payment may similarly be made at the time of execution of the extension which, when added to the payments already made for the expiring period, will not exceed the new funds as set forth in Article A-III(b) for the expiring period; a concluding payment for the pertinent period, if appropriate, may be made following submission of a certified statement showing ERDA support cost for the pertinent period and evidencing the contractor's performance. (2) ERDA reserves the right to increase, decrease, or cancel the amount covered by the letter of credit, provided that such action is required because of a change in the amount of consideration provided for in Article III or is taken pursuant to paragraph (c)(1) of this article. The issuance and use of a letter of credit and receipt of funds pursuant there to shall not prejudice or otherwise adversely affect any of the Government's rights under the agreement. Article B-XII-Equal Opportunity Insert FPR 1-12.803-2. Article B-XIII-Convict Labor Insert FPR 1-12.204. Article B-XIV-Contract Work Hours Standards Insert the clause set forth in FPR 1-12.303. |