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Attachment D-2
RFP H-55-69

Section (5) (a) The Contractor, at the time of first disclosing an

invention pursuant to Section 1 of this clause, but
not later than three (3) months after, may submit
in writing to the Contracting Officer a request for
greater rights than the license retained by the
Contractor in Section 1 of this clause if: (a) the
invention is not the primary object of the contract,
and (b) the acquisition of such greater rights is a
necessary incentive to call forth private risk cap-
ital and expense to bring the invention to the point
of practicable application, Such request shall be
considered by the Assistant Secretary, who in re-
viewing the Contractor's request for greater rights
will take into consideration the most appropriate
means for making the results of such invention avail-
able to the public, including the dedication of all
patent rights, the patenting of the invention by the
Government, or the granting of the Contractor's re-
quest, in whole or in part. Any grant of such
greater rights shall be subject to the reservation of
an irrevocable, royalty-free, nonexclusive, nontrans-
ferable license for the practice of the invention

throughout the world for governmental purposes.
(b) With respect to each invention on which the Contractor

obtains greater rights under paragraph (a) above, the
Contractor agrees to provide written reports at rea-
sonable intervals when requested by the Department on:
(i) The commercial use that is being made or is intended

to be made of each such invention or discovery; and (ii) The steps taken by the Contractor, his licensee,

or his assignee, to bring the invention or discovery to a point of practical application or to make the invention or discovery available for licensing royalty-free or on terms that are reasonable in

the circumstances,
(c) With respect to each invention or discovery in which

the Contractor obtains rights under paragraph (a)
above, the Contractor grants the Department:
(i) The right to require the granting of nonexclusive,

royalty-free licenses to applicants, unless the
Contractor, its licensee, or its assignee has
taken effective steps within three (3) years after
a patent issues on such invention or discovery to
bring the invention or discovery to the point of
practical application, or has made the invention
or discovery available for licensing royalty-free
or on terms that are reasonable in the circum-
stances, or can show cause why he should continue
to retain the principal or exclusive rights for a
further period of time; and

Attachment D-2
RFP H-55-69

(ii) The right to require the granting of licenses

to applicants royalty-free or on terms that
are reasonable in the circumstances to the
extent that the invention or discovery is
required for public use by governmental reg-
ulation, or as may be necessary to fulfill
health or welfare needs, or for other public

purposes stipulated in this contract.
(b) Clause B
Section Whenever any invention or discovery is conceived or

reduced to practice by the Contractor or its Technical
Personnel (each employee or consultant working under
the administrative direction of the Contractor or any
subcontractor hereunder) in the course of, or under
this contract, the Contractor, or applicable subcon-
tractor, shall promptly furnish the Contracting Officer
with complete information thereon; Contractor agrees to
grant the Government all right, title and interest in
and to each such invention or discovery, provided, how-
ever, that the Contractor shall retain (subject to 5
and 6 of this clause) at least a sole (except as against
the Government or its account) irrevocable, royalty-free
license, with the right to grant sublicenses under any
such invention or discovery, and any patent application
or patent resulting therefrom.

Section (2) The Contractor agrees:

(a) to cooperate in the preparation and prosecution of

any domestic or foreign patent application which the Government may decide to undertake covering any

reported invention; (b) to execute all papers required in the prosecution of

such patent applications, including the assignment

thereto to the United States Government; and (c) to secure cooperation of Contractor's Technical Per

sonnel in the preparation and execution of all such papers as may be required in the prosecution of such patent applications or in order to vest title in the subject matter involved in the United States, or to secure the right of free use thereof to the public.

Section (3) Prior to final payment under this contract, the Contractor

shall file a final report disclosing to the Contracting Officer all inventions, improvements and discoveries developed in the performance of this contract, and shall certify on the last page of such report that to the best of his knowledge and belief such disclosure has been made therein or that there are no such unreported inventions.

Attachment D-2
RFP H-55-69

Section (4) The Contractor shall include provisions appropriate to

effectuate the purposes of this clause in all contracts
of employment with persons who perform any part of the
research or development or studies under this contract
and in any consultants' agreements or subcontracts in-
volving research or development or studies hereunder.

Section (5) With respect to each invention or discovery in which the

Contractor retains sole rights under Section 1, the Con-
tractor agrees to provide written reports at reasonable
intervals when requested by the Department on:
(a) The commercial use that is being made or is intended

to be made of each such invention or discovery; and
(b) The steps taken by the Contractor, his licensee, or

his assignee, to bring the invention or discovery to
a point of practical application or to make the in-
vention or discovery available for licensing royalty-
free or on terms that are reasonable in the circum-
stances.

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Section (6) With respect to each invention in which the Contractor

retains sole rights under Section 1, the Contractor
grants the Department:
(a) The right to require the granting of nonexclusive,

royalty-free licenses to applicants, unless the
Contractor, its licensee, or its assignee demon-
storates to the Department's satisfaction, on request,
that the Contractor, its licensee or its assignee has
caken effective steps within three (3) years after a
patent issues on such invention or discovery to bring
the invention or discovery to the point of practical
application, or has made the invention or discovery
available for licensing royalty-free or on terms that
are reasonable in the circums tances, or can show
cause why he should continue to retain the principal

or exclusive rights for a further period of time; and
(b) The right to require the granting of licenses to

applicants royalty-free or on terms that are reason-
able in the circumstances to the extent that the in-
vention or discovery is required for public use by
governmental regulation, or as may be necessary to
fulfill health or welfare needs, or for other public
purposes stipulated in this contract.

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Clause 27, "CERTIFICATION OF NONSEGREGETED FACILITIES" is modified

E.

as followa:

The term "race, color, religion, or national origin" is substituted for the term "race, creed, color, or national origin".

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21.

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1. Definitions 2. Changes 3. Limitation of Cost 4. Allowable Cost, Fixed Fee, and Payment 5. Inspection 6. Assignment of Claims 7. Examination of Records 8. Subcontracts 9. Utilization of Small Business Concerns 10. Termination for Default or for Convenience

of the Government 11. Standards of Work 12. Excusable Delays 13. Disputes 14. Convict Labor 15. Contract Work Hours Standards Act

Overtime Compensation 16. Walsh-Healey Public Contracts Act 17. Equal Opportunity 18. Officials Not to Benefit

19. Covenant Against Contingent Fees
20.

Government Property
Notice and Assistance Regarding Patent

and Copyright Infringement 22. Utilization of Concerns in Labor Surplus

Areas 23. Payment for Overtime and Shift Premiums 24. Notice to the Government of Labor Disputes 25. Competition in Subcontracting 26. Buy American Act 27. Key Personnel 28. Notice to che Government Regarding Late

Delivery 29. Publication 30. Patents 31. Certification of Nonsegregated Facilities 32. Price Reduction for Defective Cost or

Pricing Data 33. Audit and Records 34. Subcontractor Cost and Pricing Data 35. Negotiated Overhead Rates

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1. DEFINITIONS

2.

CHANGES

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If any

(a) The term "Secretary" means the Secretary or Under Secretary of the Department of Housing and Urban Development; and the term "his duly authorized representative" means any person or persons or board (other than the Contracting Officer) authorized to act for the Secretary.

(b) The term "Contracting Officer" means the person executing the contract on behalf of the Government, and any other officer or civilian employee who is a properly designated Contracting Officer; and the term includes, except as otherwise provided in this contract, the authorized representative of a Contracting Officer acting within the limits of his authority.

(c) Except as otherwise provided in this contract, the term "subcontracts" includes purchase orders under this contract.

(a) The term "HUD" means the Department of Housing and Urban Development.

The Contracting Officer may at any time, by a written order and without notice to the sureties, if any, make changes, within the general scope of this contract, in any one or more of the following: (i) drawings, designs, or specifications; (ii) method of shipment or packing; (iii) place of inspection, delivery or acceptance; and (iv) the amount of Government-furnished property. such change causes an increase or decrease in the estimated cost of, or the time required for, perfortance of this contract, or otherwise affects any other provision of this contract, whether changed or not changed by any such order, an equitable adjustment shall be made (i) in the estimated cost or delivery schedule, or both, (ii) in the amount of any fee to be paid to the Contractor, and (iii) in such other provisions of the contract as may be so affected, 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 by the Contractor 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 such claim asserted at any Attachment: E-l RFP H-55-69

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 "D18putes." However, nothing in this clause shall excuse the contractor from proceeding with the contract as changed.

(b) Once each month (or at more frequent in. Carvals, if approved by the Contracting Officer), te Contractor may submit to an authorized representative of the Contracting Officer, in such form and reasonable detail as such representative may require, an invoice or public voucher supported by a statement of cost incurred by the Contractor in the performance of this contract and claimed to constitute allowable cost.

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(c) Promptly after receipt of each invoice or voucher and statement of cost, the Government shall, except as otherwise provided in this contract, subject to the provisions of (a) below, make payment thereon as approved by the Contracting Officer. Payment of the fixed fee, if any, shall be made to the Contractor as specified in the Schedule; Provided, However, that after payment of eighty-five percent (85%) of the fixed fee set forth in the schedule, further payment on account of the fixed fee shall be withheld until a reserve of either fifteen percent (15%) of the total fixed fee, or one hundred thousand dollers ($100,000), whichever is less, shall have been set aside.

the

cost

(a) It is estimated that the total cost to the Government, exclusive of any fixed fee, for the performance of this contract will not exceed the estimated cost set forth in the Schedule, and the Contractor agrees to use his best efforts to perform the work specified in the Schedule and all obligations under this contract within such estimated cost. If at any time the Contractor has reason to believe that the costs which he expects to incur in the performance of this contract in the next succeeding sixty (60) days, when added to all costs previously incurred, will exceed seventy-five percent (75%) of the estimated cost then set forth in the Schedule, or if at any time the Contractor has reason to believe that the total cost to the Government, exclusive of any fixed fee, for the performance of this contract will be greater or substantially less than the then estimated cost thereof, the Contractor shall notify the Contracting Officer in writing to that effect, giving the revised estimate of such total cost for the performance of this contract.

(b) The Government shall not be obligated to reimburse the Contractor for costs incurred in excess of the estimated cost set forth in the Schedule, and the Contractor shall not be obligated to continue performance under the contract or to incur costs in excess of the estimated cost set forth in the Schedule, unless and until the Contracting Officer shall have notified the contractor 1r. writing that such estimated cost has been increased and shall have specified in such notice a revised estimated cost which shall thereupon constitute the estimated cost of performance of this contract. When and to the extent that the estimated cost set forth in the Schedule has been increased, any costs incurred by the Contractor in excess of such estimated cost prior to the increase in estimated cost shall be allowable to the same extent as if such costs had been incurred after such increase in estimated cost.

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

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(e) On receipt and approval of the invoice or voucher designated by the Contractor as the "completion invoice" or

"completion voucher" and upon compliance by the Contractor with all the provisions of this contract (including, without limitation, the provisions relating to patents and the provisions of (f) below), the Government shall promptly pey to the Contractor any balance of allowab.le cost, and any part of the fixed fee, which has been withheld pursuant to (c) above or otherwise not paid to the Contractor. The completion invoice or voucher shall be submitted by the Contractor promptly following completion of the work under this contract but in no event later than one (1) year (or such longer period as the Contracting Officer may in his discretion approve in writing) from the date of such completion.

(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 shell 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 shall 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:

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ALLOWABLE COST, FIXED FEE, AND PAYMENT

Cont tac 2551

(a) For the performance of this contract, the Government shall pay to the Contractor :

(1) the cost thereof (hereinafter referred to as "allowable cost") determined by the Contracting Officer to be allowable in accordance with

(A) Subpart 1-15.2 (41 CFR 1-15.2) of the Federal Procurement Regulations as in effect on the date of this contract; and

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(B) the terms of this contract; and

(ii) such fixed fee, if any, as may be provided for in the Schedule.

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