separately set forth in this contract as being applicable at the time of cancellation.

(d) The cancellation charge is intended to cover only expenses reasonably necessary for performance which would have been recovered over the multiyear period, but which, because of the cancellation, are therefore not so recovered. The cancellation charge shall be computed and claim therefor made as would be applicable under the clause entitled "Termination for convenience of the Government", except that the cancellation charge shall not include any amount

for:

(1) Labor, materials, or other expenses incurred for performance of the canceled work: Provided: That initial costs, preparatory expenses and other nonrecurring costs reasonably and necessarily incurred by the contractor and its subcontractors, but exclusive of any costs allocable to the completed work paid for, may be included in such charge;

tor; or

(2) Which payment has already been made to the contrac

(3) Anticipated profit on the canceled items, or costs included in the cancellation charge.

NOTE A: This clause may be used where appropriate.

$9-50.704-41

Preservation of individual occupational
radiation exposure records.

on the

Individual occupational radiation exposure records generated in the performance of work under this contract shall be subject to inspection by ERDA and shall be preserved by the contractor until disposal is authorized by ERDA or at the option of the contractor delivered to ERDA upon completion or termination of the contract. If the contractor exercises the foregoing option, title to such records shall vest in ERDA upon delivery.

NOTE A: The foregoing clause shall be included in all contracts containing ERDA standard clause $9-50.704-2.

$9-50.704-42 Key personnel.

It having been determined that the employees whose names appear (below) (in Appendix or persons approved by the Contracting

Officer as persons of substantially equal abilities and qualifications, are necessary for the successful performance of this contract, the contractor agrees to assign such employees or persons to the

performance of the work under this contract and shall not reassign or remove any of them without the consent of the Contracting Officer. Whenever, for any reason, one or more of the aforementioned employees is unavailable for assignment for work under the contract, the contractor shall, with the approval of the Contracting Officer, replace such employee with an employee of substantially equal abilities and qualifications.

$9-50.704-43 Other contracts.

The Government may undertake or award other contracts for additional work, and the contractor shall fully cooperate with such other contractors and Government employees and carefully fit his own work to such additional work as may be directed by the Contracting Officer. The contractor shall not commit or permit any act which will interfere with the performance of work by any other contractor or by Government employees.

The policies and procedures of FPR Part 1-8 and Part 9-8 shall be applied to the termination and settlement of subcontracts by operating and other onsite contractors.

The clause set forth in FPR 1-8.702 is not required to be used in operating and onsite contracts. However, all operating and onsite contracts, regardless of whether they are for production, research and

development, or services, should contain an appropriate termination clause approved by counsel. The following is suggested for use in operating contracts:

unless

(a) This contract shall continue until sooner terminated in accordance with the provisions which follow: (1) The performance of work under this contract may be terminated by Government in whole, or from time to time in part, (i) whenever the contractor shall default in performance, and shall fail to cure the fault or failure within such period as the contracting officer may allow after receipt from the contracting officer of a notice specifying the fault or failure, or (ii) whenever for any reason the contracting officer shall determine any such termination is for the best interest of the Government. Termination of the work hereunder shall be effected by delivery of a notice of termination specifying whether termination is for default of the contractor or for the convenience of the Government, the extent to which performance of work under the contract shall be terminated, and the date upon which such termination shall become effective. Any such termination shall be without prejudice to any claim which either party may have against the other. If, after notice of termination under the provisions of (a)(1) (i) above, it is determined for any reason that the contractor was not in default, such notice of default shall be deemed to have been issued pursuant to (a)(1)(ii) above, and the rights and obligations of the parties hereto shall in such event be governed accordingly.

(2) Upon receipt of notice of termination, in accordance with (1) above, the contractor shall, to the extent directed in writing by the contracting officer, discontinue the terminated work and the placing of orders for materials, facilities, supplies, and services in connection therewith, and shall proceed, if, and to the extent required by the contracting officer, to cancel promptly, and settle with the approval of the contracting officer, existing orders, subcontracts, and commitments insofar as such orders, subcontracts, and commitments pertain to this contract.

(b) Upon the termination of this contract, full and complete settlement of all claims of the contractor and of ERDA arising out of this contract shall be made as follows:

(1) The Government shall have the right in its discretion to assume sole responsibility for any or all obligations, commitments, and claims that the contractor may have undertaken or incurred, the cost of which are allowable in accordance with the provisions of this contract; and the contractor shall, as a condition of receiving the payments mentioned in this article, execute and deliver all such papers and take all such steps as the contracting officer may require

or

for the purpose of fully vesting in the Government any rights and benefits the contractor may have under in connection with such obligations, commitments, or claims.

(2) The Government shall treat as allowable costs all expenditures made in accordance with and allowable under the article entitled "Allowable Costs and Fixed Fee", not previously so allowed or otherwise credited for work performed prior to the effective date of termination, together with expenditures as may be incurred for a reasonable time thereafter with the approval of, or as directed by, the contracting officer.

(3) The Government shall treat as allowable costs, to the extent not included in (b)(2) above, the costs of settling and paying claims arising out of the termination of work under orders, subcontracts, and commitments as provided in (a)(2) above.

(4) The Government shall treat as allowable costs the reasonable costs of settlement, including accounting, legal, clerical, and other expenses reasonably necessary for the preparation of settlement claims and supporting data with respect to the termination of the contract and for the termination and settlement of orders and subcontracts thereunder, together with such further expenditures made by the contractor after the date of termination for the protection or disposition of Government property as are approved or required by the contracting officer; provided, however, that if the termination is for default of the contractor, there shall not be included any amount for preparation of the contractor's settlement proposal.

(5) If performance of work under this contract is terminated in whole by the Government, the fixed fee of the contractor shall be prorated to and including the effective date of such termination. In addition, if the termination is for the convenience of the Government, the contractor shall be paid a fixed fee in an amount to be agreed upon as compensation for its services in closing out the work under this contract after the effective date of such termination.

The additional fixed fee is to be negotiated as soon as practicable after service of notice of termination, shall take into account the estimate of the cost of the services and managerial effort to be rendered under this article after the effective date of termination, and shall be provided for in a supplement or amendment to this contract prior to final settlement hereunder. Pending agreement as to the amount of such fee, the contractor shall diligently proceed with the performance of the services required under this article. No additional fee will be paid if the contract is terminated due to the default of the contractor. In the event of a partial termination by the Government, an equitable adjustment shall be made in the fixed fee

if such termination results in a material decrease in the level of the contractor's management effort. Any failure to agree on the right to or the amount of any adjustment shall be deemed a dispute within the purview of the article hereof entitled "Disputes".

(6) The obligation of the Government to make any of the payments required by this article or any other provisions of this contract shall be subject to any unsettled claims in connection with this contract which the Government may have against the contractor.

(c) Prior to final settlement, the contractor shall furnish a release as required in the article entitled "Payments and Advances" hereof and such accounting for Government-owned property as may be required by the contracting officer: Provided, However, That unless the contracting officer requires an inventory, the maintenance and disposition of records of Government-owned property in accordance with the article entitled "Accounts, Records and Inspection" hereof shall be accepted by the contracting officer as full compliance with all requirements of this contract pertaining to an accounting for such property.

Subpart 9-50.9 Patents, Data, and Copyrights

$9-50.900 Scope of subpart.

This subpart sets forth policies, procedures, and contract clauses with respect to inventions made, conceived, or utilized in the course of or under any contracts, grants, agreements, understandings, or other arrangements entered into with or for the benefit of ERDA. In addition, this subpart sets forth ERDA's policies, procedures, and contract clauses with respect to the acquisition and use of technical data and copyrights in contracts or subcontracts entered into, with or for the benefit of the Government.

With respect to patents, it is noted that Subpart 9-9.1 applies hereto, with the exception that the short form Patent Rights clause in $9-9.107-6 will not be used in contracts calling for the operation of Government-owned facilities. Also, the provisions of $9-9.109-6(h) pertaining to "waivers to educational institutions" do not apply to this subpart. In the case of Subpart 9-9.2, all of the material contained therein is also applicable hereto, either with respect to prime contracts or subcontracts thereunder.

$9-50.902 Negotiations and deviations.

Contracting officers shall contact the field patent counsel assisting their procuring activity, or the Assistant General Counsel