(3) If the Property authorized for rent-free use is increased or decreased or does not remain available during the performance of this contract, or if any change is made in the terms and conditions under which such Property is made available, such equitable adjustment(s) as may be appropriate shall be made in the terms of this contract.

(4) The Prime Contractor warrants that it has not included in its cost under this contract any rental charge for the use of such Property or the amortization of such PropJerty. Further, the Prime Contractor agrees that it shall not, either directly or indirectly, through overhead charges or otherwise, include in the cost of this contract or otherwise seek reimbursement under this contract for any rental charge paid by the Prime Contractor or its subcontractor (s) for the use on other contracts of the property referred to herein. Any subcontract hereunder, which authorizes a subcontractor to use property on a rent-free basis, shall contain provisions to the same effect as paragraph J.3.a.

b. GOVERNMENT PROPERTY TO BE FURNISHED.

The Government shall furnish to the Contractor the Property set forth in System Specification Number AV-SS-RPV-L10000, Appendix I, entitled "GOVERNMENT FURNISHED PROPERTY" IAW the SOW, entitled "Government Furnished Property", Volume 22, dated 10 August 1979.

(1) Notwithstanding the provisions of DAR Appendix B, paragraph B-604 (which Appendix is incorporated elsewhere in this contract by reference), the Prime Contractor shall include in all subcontracts which provide for the furnishing of Government Property (except Government Production and Research Property) to the subcontractor, or which require the subcontractor to acquire property to which the Government shall have title or the right to acquire title, specific minimum requirements for the control of Government Property. Such minimum requirements for control shall not be less than the provisions of DAR Appendix B and the General Provision of this contract, entitled GOVERNMENT PROPERTY (COST-REIMBURSEMENT), Section L.84.

(2) The Prime Contractor shall provide to its cognizant Administrative Contracting Officer and Government Property Administrator one (1) copy of each subcontract, and changes thereto, wherein Government Property is being provided to or acquired for the account of the Government by the subcontractor for purposes of support property administration.

J.4

CONTRACT SCHEDULE ITEMS REQUIRING, EXPERIMENTAL, DEVELOPMENTAL OR RESEARCH WORK (1975 MAR). For the purpose of defining the nature of the work and the scope of rights in data granted to the Government pursuant to the "Rights in Technical Data and Computer Software" clause of this contract, it is understood and agreed that all line items require the performance of experimental, development, or research work. This clause does not constitute a determination as to whether or not any data required to be delivered under this contract falls within the definition of limited rights data. (DAR 7-104.9(j)).

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Access to

J.5 DISSEMINATION OF FOREIGN TECHNOLOGICAL INFORMATION TO CONTRACTORS. foreign technological information available to the Government and pertinent to contract performance is authorized for the duration of the contract and may be obtained by directing specific requests through the PCO to the Foreign Intelligence Officer of the procuring activity. Classified information may be provided, on request, up to and including the limits of the Contractor's facility clearance for access to and storage of classified information.

In consideration of the award of this contract, it is agreed that commencing upon the effective date of this contract and thereafter, the Government shall no longer be bound by the restrictive legend of DAR 3-507.1(a) marked on technical data contained in such portion of the Contractor's proposal submitted in response to RFP DAAK50-78-R-0008 which are incorporated into this contract by reference and which are attached to this contract; and such technical data shall hereafter be governed by the General Provisions of this contract entitled RIGHTS IN TECHNICAL DATA AND COMPUTER SOFTWARE, Sections L.17 and 18. data considered to be "limited rights" data shall be so identified prior to contract execut1on and be so marked. Notwithstanding this identification and marking, the Government reserves the rights under paragraph (d) of the "Rights in Technical Data and Computer Software, clause to challenge the propriety of these markings. Cost data is not considered to be technical data.

J.7

INCREMENTAL FUNDING

All

a. The Government intends that funds for this contract shall be allotted to the Prime Contractor for the planned Fiscal Years (FY) LAW the following Funding Plan. It is further contemplated that each total FY allotment will be allotted incrementally within each FY.

b. In addition to the notice provisions of the General Provisions entitled "Limitation of Funds", Section L. 92, the Prime Contractor shall advise the PCO, in writing, as specified in Exhibit A, Data Item DI-F-6004A, as to the discrete (calendar or accounting

month) increments of funds (and performance period covered by each such increment) which the Prime Contractor shall require for timely performance of the contract.

賣 This amount includes pre-contract costs acknowledged in Section J.25.

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c. Increments of funds may be applied to this contract unilaterally by the PCO by an administrative change order pursuant to this Provision.

J.8 AVAILABILITY OF CONTRACTOR PERSONNEL: ACCESS TO FACILITIES. During the progress of work called for herein, the Prime Contractor shall, upon request of the PCO, make available for conference (s) with Government personnel, any of his personnel or subcontractor(s) personnel engaged in the performance of the work. The Prime Contractor shall assure that Government personnel have the right to direct access to the Prime Contractor's or subcontractor(s) facilities on a continuing basis for any reviews the Government may desire to accomplish. In the event the Government's authorized representative(s) visits the Prime Contractor's or his subcontractor's facility for the purpose of conferences or study of the work in progress, the Prime Contractor or his subcontractor(s) shall make adequate office space and other facilities, as necessary, available for a reasonable number of representatives at no charge to the Government. The Contractor shall have the right to accompany Government representatives during visits to subcontractor facilities.

J.9 CONDUCT OF PERSONNEL. The Prime Contractor, including his assigned personnel performing services on a military reservation shall be guided by, and shall observe and comply with all applicable rules, regulations, directives and requirements pertaining to conduct of personnel on the military reservation as prescribed by the Commander of the military establishment during the performance of the required services. The Prime Contractor further agrees to recognize the authority of the responsible military Commander to suspend, restrain, or restrict the activities of the Prime Contractor personnel whenever in his judgment such action is deemed necessary for the protection of personnel and equipment in his command area.

J.10

PROCEDURE FOR OBTAINING FREQUENCY ASSIGNMENT. Requests for frequency assignment on DD Form 2212 shall be submitted by the Prime Contractor to the PCO at least 130 days prior to the time such authorization is required and shall contain, as a minimum, the information required by the General Provision entitled, FREQUENCY AUTHORIZATION (1966 OCT), Section L.55 and as listed below:

a.

b.

c.

Frequency or frequencies within which assignment is required.

Proposed use of the frequency.

Specific geographical area where frequencies are to be used (including altitude proposed usage).

d. Maximum power output of the proposed electromagnetic radiation device.

The parties hereby agree that this provision shall be applicable in its entirety to this contract. Further, the parties hereby agree that a provision no less favorable to the Government than this provision shall be included in any Government contract related to the Remotely Piloted Vehicle (RPV) that is subsequently awarded to the Prime Contractor. In addition, the Prime Contractor agrees to accept, in any such subsequent contract, data and computer software clauses which shall be no less favorable to the Government than the terms of the data and computer software clauses in this contract.

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- Replaces DRSAV-P Form 1554, 1 Apr 76, which may be used.

a. INTENT. The Government intends to provide for maximum practical breakout and competitive procurement of the total RPV System including all parts, components, subsystems, air vehicle, mission payload subsystem, ground control station, launch and recovery subsystems and associated support equipment (all called "parts" hereinafter in this provision) as provided in DAR 1-313 and 1-326. Also, the Government intends to be able to fully cooperate with and support foreign military sales (FMS) of hardware, technical data and computer software (hereinafter referred to as data). Moreover, the Government intends to cooperate with and support joint U.S. - Foreign Government programs which entail production in the U.S. or a foreign country. To accomplish these intentions, the Government seeks to

either:

(1) acquire technical data packages with sufficient rights for competitive procurement or manufacture of such parts world wide; or,

(2) provide for multiple qualification of sources of such parts.

b. IDENTIFICATION OF PARTS. At every other Program Progress Review, the Prime Contractor shall submit a list or revision thereto of parts he has selected IAW the criteria of paragraph a. above. Each submission shall add all additional parts (including both Prime Contractor's and subcontractor's/vendor's/supplier's parts) he has selected which were not previously listed. This list shall identify each part by name or title, drawing number, function and location in the system, explain the suitability for breakout and give an estimated overall dollar savings potential. The Government has the right to add parts to the list whether or not such parts meet AR 715-22 criteria.

c.

ACQUISITION OF ADDITIONAL TECHNICAL DATA AND COMPUTER SOFTWARE AND RIGHTS THERETO. (1) The Government has the right during the term of this contract, or any future contract related to the RPV System that is subsequently awarded to the Prime Contractor, to purchase from time to time "Technical Data Packages" (TDPs) IAW Data Item Description (DID) DI-E-1115B and Engineering Drawings and Associated Lists IAW DID DI-E-7031, Level 3, together with the required rights thereto as described below, for the purposes set forth in a. above. Upon written notice of the Government's intent to purchase TDPs, the Prime Contractor shall, within 120 days after receipt of such notice, submit a proposal for the furnishing thereof, which proposal shall include the costs of preparation and reproduction of such TDPs, and the amount (separately stated) to be paid as compensation for the data/ patent rights to be included in the TDPS. Within 120 days after receipt of a proposal, the parties shall undertake to negotiate a firm price and/or royalty arrangement for such TDPs IAW a schedule mutually agreed upon.

(a) The scope of these data rights shall cover all uses of all or any part of the Prime Contractor's data. The Government will endeavor to accomplish its purposes with less than unlimited rights, but the Government reserves the right to acquire unlimited rights. The rights to be acquired may be procured on a royalty and/or lump sum basis.

(b) The scope of the patent rights shall be a license under any applicable U.S. or foreign patent or patent application that the Prime Contractor owns or controls. The scope of this license shall be to the extent necessary to cover any use of such patent or patent application in using this data in the manufacture and sale of such parts by or for the U.S. Government and/or foreign Governments for other than commercial purposes.

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(c) The Prime Contractor's right to compensation for data rights shall apply only to data which the Prime Contractor would be entitled to mark with the limited rights legend of the General Provisions of the contract entitled RIGHTS IN TECHNICAL DATA AND COMPUTER SOFTWARE, Sections L.17 and 18. The Prime Contractor's entitlement to mark the data shall be determined as of the time the Prime Contractor receives notice of the Government's intent to purchase TDPs. The following factors may, among others, be considered in determining a fair and reasonable compensation for such greater rights in data:

1.

11.

iii.

The benefit actually received by the Government from its use of the data.

The private expense incurred by Prime Contractor in developing the data.

The extent to which the data conferred a competitive advantage (in terms of potential for future business, whether commercial or Governmental) to the Prime Contractor at the time of its use by the Government.

iv. The extent to which the competitive advantage in iii. above was enhanced by virtue of the contract work.

V. The extent to which the data was developed by Government funds.

vi. The nature of the Government's use, and the extent to which the Prime Contractor's interest is protected during the use.

vii.

Any obligations of the Prime Contractor to pay others for the use of the data. viii. The terms of any previous sales or offers of sales of the data or products to which the data pertains.

ix. The extent to which the Prime Contractor's competence in the field was brought about by prior Government contracts.

X. The degree of originality represented by the data (routine engineering versus high creativity).

(2) If it is deemed necessary by the Government to use data delivered under this contract with limited or restricted rights, with greater rights prior to completion of negotiations for such rights, the Government may do so upon giving written notice to the Prime Contractor. This notice will specify the data which is to be so used, and will contain a brief explanation of the nature and conditions of the use. Thereafter, the parties shall promptly complete their negotiation for such greater rights. If an agreement is not reached within a reasonable time, the PCO shall treat the question of compensation for greater rights in data as a disputed fact under the "Disputes" clause of this contract.

(1) Concurrent with the above specified Program Progress Reviews, the Prime Contractor

DRSTS-P Form 1 Aug 77

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Replaces DRSAV.P Form 1554, 1 Apr 76, which may be used.

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