tractor may delete, from any Materials delivered hereunder, references which contain or disclose proprietary information to which the Government is not entitled by law or by applicable provisions of this contract.

(d) All Materials pertaining to the substance of the work and covered by this clause shall be subject to inspection by the Agency through any representative or representatives designated by the Contracting Officer, at all reasonable times, and the Contractor shall supply proper and adequate facilities for such inspections and for enabling such representative or representatives to reproduce a reasonable number of copies of such Materials.

(e) Except as otherwise authorized in writing by the Contracting Officer, the Contractor shall insert provisions similar to the provisions of this clause in all subcontracts under this contract.

(a) The Government reserves the right to furnish any property or facilities required for the performance of work under this contract. Except for books and publications, the Contractor shall not acquire any property whose cost of acquisition as a direct charge to the contract exceeds $150 per item for use hereunder without the advance authorization of the Contracting Officer. Title to all property furnished by the Government or acquired by the Contractor at the direction of the Government (hereinafter referred to as "Government furnished property") for use by the Contractor in the performance of the contract, shall remain in the Government. Unless otherwise agreed, title to all property acquired by the Contractor under authorization from the Government for use in the performance of this contract shall pass to the Government upon acceptance of delivery of the property by the Contractor. Title to Government furnished property shall not be affected by incorporation into or attachment to any property not owned by the Government, nor shall Government furnished property lose its identity as personalty by reason of its affixation to any realty.

(b) The delivery or performance dates for the supplies or services to be furnished to the Contractor under this contract are based upon the expectation that Government furnished property suitable for use (except for such property furnished "as is") will be delivered to the Contractor at the times stated in the contract or, if not so stated, in sufficient time to enable the Contractor to meet such delivery or performance dates. In the event that Government furnished property is not delivered to the

Contractor by such time or times, the Contracting Officer shall, upon timely written request made by the Contractor, make a determination of the delay, if any, occasioned the Contractor thereby, 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 provided for in the clause of this contract entitled "Changes."

(c) Except for Government furnished property furnished "as is," in the event the Government furnished property is received by the Contractor in a condition not suitable for the intended use 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 the completion of (i) or (ii) above, the Contracting Officer upon written request of the Contractor shall equitably adjust the delivery or performance dates or the contract price, or both, and any other contractual provision affected by the rejection or disposition, or the repair or modification, in accordance with the procedures provided for in the clause of this contract entitled "Changes." The foregoing provisions for adjustment 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.

(d) The Contractor shall maintain and administer in accordance with sound industrial practice, a program for the maintenance, repair, protection, and preservation of Government furnished property so as to assure its full availability and usefulness for the performance of this contract. The Contractor shall take all reasonable steps to comply with all appropriate directions or instructions which the Contracting Officer may prescribe as reasonably necessary for the protection of Government furnished property.

(1) The Contractor shall not be liable for any loss of or damage to the Government furnished property, or for expenses incidental to such loss or damage, except that the Contractor shall be responsible for any such loss or damage (including expenses incidental thereto) (i) which results from willful misconduct or lack of good faith on the part of any of the Contractor's directors or officers, or on the part of any of its managers, superintendents, or other equivalent representatives, or (ii) which results from a failure on the part of the Contractor, due to the willful misconduct or lack of good faith on the part of any of its directors, officers, or other representatives mentioned in sub

paragraph (a) above, (A) to maintain and administer, in accordance with sound industrial practice, the program for maintenance, repair, protection, and preservation of Government furnished property as required by this clause, or (B) to take all reasonable steps to comply with any appropriate written directions of the Contracting Officer under this clause.

(2) Upon the happening of loss or destruction of or damage to the Government furnished property, the Contractor shall notify the Contracting Officer thereof, and shall take all reasonable steps to protect the Government furnished property from further damage. The Contractor shall make repairs and renovations of the damaged Government furnished property, or take such other action, as the Contracting Officer directs.

(e) The Government shall at all reasonable times have access to the premises where any of the Government furnished property is located.

(f) Nothing contained in this clause shall be deemed to alter or affect the provisions contained in the clause of this contract entitled "Security" or to derogate from the Contractor's responsibilities thereunder.

§ 23-7.152 Security.

SECURITY

(a) In the performance of the work under this contract, the Contractor shall be re-ponsible for safeguarding classified information and protecting against sabotage, espionage, loss and theft, the classified documents, materials, equipment, processes, as well as such other material of high intrinsic or strategic value as may be in the Contractor's possession in connection with the performance of work under this contract.

(b) The Contractor agrees to conform to the security procedures which will be furnished by the Agency and which are predicated upon the Atomic Energy Commission's Security Regulations as may be modified by the Agency. The cost of physical changes to the Contractor's facilities required by such Contractor compliance beyond the normal practice of the Contractor under his contracts and not ordinarily charged as an indirect expense under his established accounting procedures will be the subject of separate negotiation, and a direct charge to this contract upon agreement. A change in security regulations and requirements made applicable to this contract subsequent to the effective date of the contract will be deemed a change in the amount or character of the work under the clause of this contract entitled "Changes."

(c) The Contractor shall not permit any individual to have access to classified information until notified by the Agency that the individual has been authorized access to classified information by the Agency as

needed in the performance of duties under the contract.

(d) The disclosure by any officer, agent or employee of the Contractor or of any subcontractor to any unauthorized person, of classified information relating to this contract; or to performance hereunder, may result in criminal prosecution under the provisions of the Espionage Act, the Atomic Energy Act, or under other laws of the United States.

§ 23-7.153 Excusable delays.

(a) The following clause shall be used in fixed-price-type contracts, where appropriate.

EXCUSABLE DELAYS

Except with respect to defaults of subcontractors, the Contractor shall not be in default by reason of any failure in performance of this contract in accordance with its terms (including any failure by the Contractor to make progress in the prosecution of the work hereunder which endangers such performance) if such failure arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to: Acts of God or of the public enemy; acts of the Government in either its sovereign or contractual capacity; fires; floods; epidemics; quarantine restrictions; strikes; freight embargoes; and unusually severe weather; but in every case the failure to perform must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the failure of a subcontractor to perform or make progress, and if such failure arises out of causes beyond the control of both the Contractor and subcontractor, and without the fault or negligence of either of them, the Contractor shall not be deemed to be in default, unless (i) the supplies or services to be furnished by the subcontractor were obtainable from other sources, (ii) the Contracting Officer shall have ordered the Contractor in writing to procure such supplies or services from such other sources, and (iii) the Contractor shall have failed to comply reasonably with such order. Upon request of the Contractor, the Contracting Officer shall ascertain the facts and extent of such failure and, if he shall determine that any failure to perform was occasioned by any one or more of the said causes, shall make an equitable adjustment in the contract price or delivery schedule (or both), in accordance with the procedures of the Changes clause of this contract, subject to the rights of the Government under the termination provisions of this contract.

§ 23-7.154 Publication and release of information.

PUBLICATION AND RELEASE OF INFORMATION

(a) It is agreed that the Contractor shall have the right to release and to publish unclassified information and subject data resulting from performance under this contract, subject to the limitations expressed below. It is further agreed that the Contractor may publish or release information and subject data only after he has requested in writing and obtained the written consent of the Contracting Officer to such publication or release of information and subject data. The Contracting Officer shall not refuse his consent to such publication or release unless the exceptions to the requirement for public disclosure in the Freedom of Information Act, 5 U.S.C. 552, would bar such publication or release by the Government.

(b) The Contractor also agrees that, for a period not to exceed 3 years following completion, expiration, or termination of this contract, the form of attribution by him of Agency support in any such publication or release shall be determined by the Contracting Officer prior to publication or release.

(c) The Contractor shall give prompt advance notice to the Contracting Officer of any plan for the publication, distribution or sale of any material or manuscript embodying subject data hereunder.

(d) The consent of the Contracting Officer shall not be required for publication or release of information of subject data or substantial portions thereof, delivered under this contract and made available by the Agency to the general public for inspection and copying under the Freedom of Information Act. The Contracting Officer shall notify the Contractor in writing of such availability as soon as practicable. The Contractor shall not thereafter be required to give notice of publication but he shall remain subject to the obligation of seeking consent to the form of any attribution for the agreed period. The consent of the Contracting Officer shall not be required for publication by the Contractor of his own proprietary data furnished to the Government under a confidential relationship.

§ 23-7.155 Order of precedence.

ORDER OF PRECEDENCE

In the event of an inconsistency in this contract, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: (a) Statement of Work (Article I); (b) general contract provisions; and (c) the other provisions of the contract whether incorporated by reference or otherwise.

The Contracting Officer may at any time issue written directions requiring additional work or omission of or variations in work covered by this contract, and within the general scope thereof. If any such direction results in a change in the amount or character of the work provided for herein, the parties shall agree upon appropriate adjustment in the delivery schedule or estimated time required for performance under this contract as well as in the estimated costs as provided in the clause of this contract entitled "Limitation of Cost" and in the fixed fee payable as provided in the clause of this contract entitled "Allowable Cost, Fixed Fee and Payment", and the contract shall be modified in writing accordingly. Any claim by the Contractor for adjustment under this clause must be asserted within sixty (60) days from the date of receipt of the notification of change: Provided, however, That the Contracting Officer, if he decides that the facts justify such action, may receive and act upon any claim asserted at any time prior to final payment under this contract. Failure to agree to any adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes". However, nothing in this clause shall excuse the Con

tractor from proceeding with the contract as modified.

(b)(1) The period of "sixty (60) days" within which any claim for adjustment must be asserted by the Contractor may be varied, but in no case may the period be for less than 30 days or for more than 120 days.

(2) The terms "fixed fee" in the foregoing clause may be omitted or varied to read "fee," "incentive fee," "award fee," or otherwise amended as may be appropriate.

(3) The title of the clause "Allowable Cost, Fixed Fee and Payment" may be amended to reflect the title of the clause actually included in the contract.

§ 23-7.5002-3 Limitation of cost. (a) Clause:

LIMITATION OF COST

(a) It is estimated that the total costs of the Government, exclusive of any fixed fee, for the performance of this contract will not exceed The Contractor agrees to use its best efforts to perform the work specified in the Statement of Work (Article I), and all obligations under this contract, within such estimated costs. If at any time, owing to the addition of new work hereunder or otherwise, the Contractor has reason to believe that the total costs to the Government, exclusive of any fixed fee, for the performance of this contract will be substantially greater or less than the estimated costs then in effect under this contract, the Contractor shall promptly notify the Contracting Officer in writing to that effect, giving the revised estimate of such total costs.

(b) The Government shall not be obligated to reimburse the Contractor for costs incurred in excess of the estimated costs set forth above, and the Contractor shall not be obligated to continue performance under the contract or to incur costs in excess of the estimated costs set forth above, unless and until the Contracting Officer shall have notified the Contractor in writing that such estimated costs have been increased and shall have specified in such notice revised estimated costs which shall thereupon constitute the estimated costs of performance of this contract. When and to the extent that the estimated costs set forth above have been increased in the foregoing manner, costs incurred prior to such increase, though in excess of the previous estimated costs shall be allowable to the same extent as if such costs had been incurred after such increase.

(c) Written directions issued pursuant to the clause of this contract entitled "Changes" shall not be considered an authorization to the Contractor to exceed the estimated cost hereinabove set forth in paragraph (a) in the absence of a statement in any such written direction, or other contract amendment, increasing the estimated cost of this contract.

(d) It is understood and agreed that the Government reserves the right to furnish the Contractor with equipment and facilities necessary for the performance of the work.

(b) The clause set forth in paragraph (a) of this section shall be inserted in all cost-reimbursement-type contracts. The terms "fixed fee" in the clause may be omitted or varied to read "fee," "incentive fee," "award fee," or otherwise amended as may be appropriate.

ALLOWABLE COST, FIXED FEE, AND PAYMENT (a) For the performance of this contract, the Government shall pay to the Contractor:

(1) The cost thereof (hereinafter referred to as "allowable costs") determined by the Agency to be allowable in accordance with

(i) Subpart 1-15.2 of the Federal Procurement Regulations in effect on the date of this contract: Provided, however, That unallowable costs shall include but not be limited to the following items:

Overtime or shift premiums not reasonably or properly allocable to the contract work unless it will result in lower overall cost to the Government;

Equipment purchased as direct costs to the contract without prior approval of the Contracting Officer;

And provided further, That cost for air transportation will normally be allowed at less than first class rates only;

(ii) The terms of this contract; and (2) A fixed fee in the aggregate amount of

If additional tasks, calling for an increase in the total level of effort under this contract, should be issued and agreed to, the amount of the fee for each such additional project shall be the mutually agreed by the parties and set forth in a written amendment to this contract.

(b) Once each month, the Contractor shall submit to the agency, in such form and reasonable detail as the Contracting Officer may require, an invoice or public voucher supported by a statement of costs

incurred by the Contractor in the performance of this contract and claimed to constitute allowable costs. Each voucher shall show under each category of cost allocation both the amount currently billed and the cumulative costs for the category.

(c) Promptly after receipt of each invoice or voucher, the Agency shall review the document to the extent deemed necessary and appropriate, and authorize payment to be made of the approved amount. Payment of fee shall be made to the Contractor in monthly installments in the same proportion to the total fee as the associated month's costs bear to the total estimated costs: Provided, however, That after payment of eighty-five percent (85%) of the fee is made, further payment on account of such fee shall be withheld until final payment is made as provided in paragraph (e) of this clause.

(d) At any time or times prior to final payment under this contract the Contracting Officer may have invoices or vouchers and statements of costs audited by Government auditors. Each payment theretofore made shall be subject to reduction for amounts included in the related invoice or voucher which are found, on the basis of such audit, not to constitute allowable costs.

(e) On receipt and approval of the invoice or voucher designated by the Contractor as the "final invoice" or "final voucher", and upon compliance by the Contractor with all provisions of paragraphs (f) and (g) below, the Agency shall, after such audit as it considers necessary and appropriate, promptly pay to the Contractor any balance of allowable costs due and any part of the fixed-fee which has been withheld pursuant to paragraph (c) above or otherwise not paid to the Contractor. The final invoice or voucher shall be submitted by the Contractor

promptly.

(f) The Contractor agrees that any refunds, rebates, credits, or other amounts (including any interest thereon) accruing to or received by the Contractor or any assignee under this contract shall be paid by the Contractor to the Government to the extent that they are properly allocable to costs for which the Contractor has been reimbursed by the Government under this contract. Reasonable expenses incurred by the Contractor for the purpose of securing such refunds, rebates, credits, or other amounts may be allowable costs hereunder when approved by the Contracting Officer. Prior to final payment under this contract, the Contractor and each assignee under this contract whose assignment is in effect at the time of final payment under this contract shall execute and deliver:

(i) An assignment to the Government, in form and substance satisfactory to the Contracting Officer, of refunds, rebates, credits, or other amounts (including any interest

thereon) properly allocable to costs for which the Contractor has been reimbursed by the Government under this contract; and (ii) A release discharging the Government, its officers, agents, and employees from all liabilities, obligations, and claims arising out of or under this contract, subject only to the following exceptions:

(A) Specified claims in stated amounts or in estimated amounts where the amounts are not susceptible of exact statement by the Contractor;

(B) Claims, together with reasonable expenses incidental thereto, based upon liabilities of the Contractor to third parties arising out of the performance of this contract; Provided, That such claims are not known to the Contractor on the date of the execution of the release: And provided further, That the Contractor gives notice of such claims in writing to the Contracting Officer not more than six (6) years after the date of the release or the date of any notice to the Contractor that the Government is prepared to make final payment, whichever is earlier; and

(C) Claims, for reimbursement of costs (other than expenses of the Contractor by reason of his indemnification of the Government against patent liability), including reasonable expenses incidental thereto, incurred by the Contractor under the provisions of this contract relating to patents.

(g) Notwithstanding the foregoing provisions of this clause, and pending the establishment of an actual overhead rate as agreed upon by the parties for the period covered by the performance of this contract, the Contractor shall be reimbursed for allowable indirect costs under this contract at billing rates acceptable to the Contracting Officer. At such time as the actual overhead rate has been established as provided above, an appropriate adjustment shall be made and the final payment made pursuant to paragraph (e) of this clause shall reflect such adjustment including, if appropriate, any repayment that may be due and owing from the Contractor to the Government. A failure by the parties to agree on any final rate or rates under this clause shall be considered a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes."

(b) Except as provided in paragraph (c) of this section, the clause set forth above shall be inserted in all cost-reimbursement-type research and development contracts. In the clause the term "fixed fee" may be omitted or varied to read "fee," "incentive fee," or "award fee," or otherwise modified as may be appropriate. The amount of agreed fixed fee is to be set forth in full. Paragraph (g) of the clause set