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7:214

CONTRACT CLAUSES AND SOLICITATION PROVISIONS

7-302.13 Buy American Act. In accordance with 7-104.3, insert the clause therein. When the contract involves construction work, in accordance with 7-602.20 and 7-602.24 also insert the clauses therein.

7-302.14 Convict Labor. In accordance with 12-203, insert the clause in

7-104.17.

7-302.15 Walsh-Healey Public Contracts Act. In accordance with Section XII, Part 6, insert the clause in 7-103.17.

7-302.16 Contract Work Hours and Safety Standards Act-Overtime Compensation. In accordance with 12-301, 12-302, and 12-306, insert the clauses in 7-103.16.

7-302.17 Equal Opportunity. In accordance with 12-807.1, insert the applicable clause in 7-103.18.

7-302.18 Officials Not To Benefit. Insert the clause in 7-103.19. 7-302.19 Covenant Against Contingent Fees. Insert the clause in 7-103.20. 7-302.20 Gratuities. In accordance with 7-104.16, insert the clause therein. 7-302.21 Authorization and Consent. In accordance with 9-102, insert the following clause or the clause in 7-103.22 as appropriate.

AUTHORIZATION AND CONSENT (1961 JAN)

The Government hereby gives its authorization and consent for all use and manufacture of any invention described in and covered by a patent of the United States in the performance of this contract or any part hereof or any amendment hereto or any subcontract hereunder (including any lower-tier subcontract).

(End of clause)

7-302.22 Notice and Assistance Regarding Patent Infringement. In accordance with 9-104, insert the clause in 7-103.23.

7-302.23 Clauses for Domestic Contracts.

(a) Patent Rights clause - Acquisition by the Government (Long Form). When a contract is determined to fall within 9-107.3(a)(2), the following clause shall be included in the contract.

PATENT RIGHTS - ACQUISITION BY THE GOVERNMENT (LONG FORM) (1977 AUG) (a) Definitions.

(1) “Subject Invention” means any invention or discovery of the Contractor conceived or first actually reduced to practice in the course of or under this contract, and includes any art, method, process, machine, manufacture, design, or composition of matter, or any new and useful improvement thereof, or any variety of plant, which is or may be patentable under the Patent Laws of the United States of America or any foreign country.

(2) "Contract" means any contract, agreement, grant, or other arrangement, or subcontract entered into with or for the benefit of the Government where a purpose of the contract is the conduct of experimental, developmental, or research work.

(3) “States and domestic municipal governments" means the States of the United States, the District of Columbia, Puerto Rico, the Virgin Islands, American Samoa, Guam, the Trust Territory of the Pacific Islands, and any political subdivision and agencies thereof.

(4) "Government agency" includes an executive department, independent commission, board, office, agency, administration, authority, Government corporation, or other Government establishment of the executive branch of the Government of the United States of America.

(5) "To bring to the point of practical application" means to manufacture in the case of a composition or product, to practice in the case of a process, or to operate in the case of a machine and under such conditions as to establish that the invention is being worked and that its benefits are reasonably accessible to the public.

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ARMED SERVICES PROCUREMENT REGULATION

CONTRACT CLAUSES AND SOLICITATION PROVISIONS thereof, unless one or more extensions in writing are granted by the Contracting Officer upon written request of the Contractor within such one year period or authorized extension thereof. Upon failure of the Contractor to submit his termination claim within the time allowed, the Contracting Officer may determine, on the basis of information available to him, the amount, if any, due to the Contractor by reason of the termination and shall thereupon pay to the Contractor the amount so determined.

(d) Costs claimed, agreed to, or determined pursuant to (c) above and (e) below shall be in accordance with the Section XV Contract Cost Principles and Procedures of the Armed Services Procurement Regulation as in effect on the date of this contract.

(e) Subject to the provisions of paragraph (c) above, the Contractor and the Contracting Officer may agree upon the whole or any part of the amount or amounts to be paid to the Contractor by reason of the termination under this clause, which amount or amounts may include any reasonable cancellation charges thereby incurred by the Contractor and any reasonable loss upon outstanding commitments for personal services which he is unable to cancel; provided, however, that in connection with any outstanding commitments for personal services which the Contractor is unable to cancel, the Contractor shall have exercised reasonable diligence to divert such commitments to his other activities and operations. Any such agreement shall be embodied in an amendment to this contract and the Contractor shall be paid the agreed amount.

(f) The Government may from time to time, under such terms and conditions as it may prescribe, make partial payments against costs incurred by the Contractor in connection with the terminated portion of this contract, whenever, in the opinion of the Contracting Officer, the aggregate of such payments is within the amount to which the Contractor will be entitled hereunder. (g) The Contractor agrees to transfer title and deliver to the Government, in the manner, at the time, and to the extent, if any, directed by the Contracting Officer, such information and items which, if the contract had been completed, would have been required to be furnished to the Government, including:

(i) completed or partially completed plans, drawings and information; and

(ii) materials or equipment produced or in process or acquired in connection with the performance of the work terminated by the notice.

Other than the above, any termination inventory resulting from the termination of the contract may, with the written approval of the Contracting Officer, be sold or acquired by the Contractor under the conditions prescribed by and at a price or prices approved by the Contracting Officer. The proceeds of any such disposition shall be applied in reduction of any payments to be made by the Government to the Contractor under this contract or shall otherwise be credited to the price or cost of work covered by this contract or paid in such other manner as the Contracting Officer may direct. Pending final disposition of property arising from the termination, the Contractor agrees to take such action as may be necessary, or as the Contracting Officer may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which the Government has or may acquire an interest.

(h) Any disputes as to questions of fact which may arise hereunder shall be subject to the "Disputes" clause of this contract.

(End of clause)

(d) The clause in (b) above suitably altered to indicate the relationship between the prime contractor and subcontractor is suggested for use in subcontracts placed with educational institutions and when modified as prescribed in (c) above for use with other nonprofit institutions; provided, such subcontracts incorporate, or are negotiated on the basis of, the cost principles set forth in Section XV; and provided further, such subcontracts are placed on the no-fee or no-profit basis.

7-302.11 Disputes. In accordance with 7–103.12, insert the clause therein. 7-302.12 Renegotiation. In accordance with 7-103.13, insert the appropriate clause therein.

7-302.12

ARMED SERVICES PROCUREMENT REGULATION

7:214

CONTRACT CLAUSES AND SOLICITATION PROVISIONS

7-302.13 Buy American Act. In accordance with 7-104.3, insert the clause therein. When the contract involves construction work, in accordance with 7-602.20 and 7-602.24 also insert the clauses therein.

7-302.14 Convict Labor. In accordance with 12-203, insert the clause in

7-104.17.

7-302.15 Walsh-Healey Public Contracts Act. In accordance with Section XII, Part 6, insert the clause in 7-103.17.

7-302.16 Contract Work Hours and Safety Standards Act-Overtime Compensation. In accordance with 12-301, 12-302, and 12-306, insert the clauses in 7-103.16.

7-302.17 Equal Opportunity. In accordance with 12-807.1, insert the plicable clause in 7-103.18.

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7-302.18 Officials Not To Benefit. Insert the clause in 7-103.19. 7-302.19 Covenant Against Contingent Fees. Insert the clause in 7-103.20. 7-302.20 Gratuities. In accordance with 7-104.16, insert the clause therein. 7-302.21 Authorization and Consent. In accordance with 9-102, insert the following clause or the clause in 7-103.22 as appropriate.

AUTHORIZATION AND CONSENT (1961 JAN)

The Government hereby gives its authorization and consent for all use and manufacture of any invention described in and covered by a patent of the United States in the performance of this contract or any part hereof or any amendment hereto or any subcontract hereunder (including any lower-tier subcontract).

(End of clause)

7-302.22 Notice and Assistance Regarding Patent Infringement. In accordance with 9-104, insert the clause in 7-103.23.

7-302.23 Clauses for Domestic Contracts.

(a) Patent Rights clause - Acquisition by the Government (Long Form). When a contract is determined to fall within 9–107.3(a)(2), the following clause shall be included in the contract.

PATENT RIGHTS - ACQUISITION BY THE GOVERNMENT (LONG FORM) (1977 AUG) (a) Definitions.

(1) "Subject Invention" means any invention or discovery of the Contractor conceived or first actually reduced to practice in the course of or under this contract, and includes any art, method, process, machine, manufacture, design, or composition of matter, or any new and useful improvement thereof, or any variety of plant, which is or may be patentable under the Patent Laws of the United States of America or any foreign country.

(2) "Contract" means any contract, agreement, grant, or other arrangement, or subcontract entered into with or for the benefit of the Government where a purpose of the contract is the conduct of experimental, developmental, or research work.

(3) "States and domestic municipal governments” means the States of the United States, the District of Columbia, Puerto Rico, the Virgin Islands, American Samoa, Guam, the Trust Territory of the Pacific Islands, and any political subdivision and agencies thereof.

(4) "Government agency" includes an executive department, independent commission, board, office, agency, administration, authority, Government corporation, or other Government establishment of the executive branch of the Government of the United States of America.

(5) "To bring to the point of practical application" means to manufacture in the case of a composition or product, to practice in the case of a process, or to operate in the case of a machine and under such conditions as to establish that the invention is being worked and that its benefits are reasonably accessible to the public.

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ARMED SERVICES PROCUREMENT REGULATION

CONTRACT CLAUSES AND SOLICITATION PROVISIONS

(b) Allocation of principal rights.

(1) Assignment to the Government. The Contractor agrees to assign to the Government the entire right, title, and interest throughout the world in and to each Subject Invention, except to the extent that rights are retained by the Contractor under paragraphs (b)(2) and (d) of this clause.

(2) Greater Rights Determinations. The Contractor, or the employee-inventor with authorization of the Contractor, may retain greater rights than the nonexclusive license provided in paragraph (d) of this clause in accordance with the procedure and criteria of ASPR 9-109.6 A request for a determination of whether the Contractor or the employee-inventor is entitled to retain such greater rights must be submitted to the Contracting Officer at the time of the first disclosure of the invention pursuant to paragraph (e)(2)(i) of this clause, or not later than three (3) months thereafter, or such longer period as may be authorized in writing by the Contracting Officer for good cause shown in writing by the Contractor. The information to be submitted for a greater rights determination is specified in ASPR 9–109.6(a). Each determination of greater rights under this contract normally shall be subject to paragraph (c) of this clause and to the reservations and conditions deemed to be appropriate by the Contracting Officer.

(c) Minimum rights acquired by the Government. With respect to each Subject Invention to which the Contractor retains principal or exclusive rights, the Contractor:

(i) hereby grants to the Government a nonexclusive, nontransferable, paid-up license to make, use, and sell each Subject Invention throughout the world by or on behalf of the Government of the United States (including any Government agency) and the States and domestic municipal governments;

(ii) agrees to grant to responsible applicants, upon request of the Government, a license
on terms that are reasonable under the circumstances;

(A) unless the Contractor, his licensee, or his assignee, demonstrates to the Govern-
ment that effective steps have been taken within three (3) years after a patent is-
sues on such invention to bring the invention to the point of practical application
or that the invention has been made available for licensing royalty-free or on
terms that are reasonable in the circumstances, or can show cause why the prin-
cipal or exclusive rights should be retained for a further period of time; or
(B) to the extent that the invention is required for public use by governmental regu-
lations or as may be necessary to fulfill public health, welfare or safety needs, or
for other public purposes stipulated in this contract;

(iii) shall submit written reports at reasonable intervals, upon request of the Government,
during the term of the patent on the Subject Invention, regarding:

(A) the commercial use that is being made or is intended to be made of such invention; and

(B) the steps taken by the Contractor or his transferee to bring the invention to the point of practical application, or to make the invention available for licensing; (iv) agrees to arrange, when licensing any subject inventions, to avoid royalty charges on procurements involving Government funds, including funds derived through the Military Assistance Program of the Government or otherwise derived through the Government, and to refund any amounts received as royalty charges on any Subject Invention in procurements for, or on behalf of, the Government, and to provide for such refund in any instrument transferring rights in such invention to any party; and (v) agrees to provide for the Government's paid-up license pursuant to paragraph (c)(i) of this clause in any instrument transferring rights in a Subject Invention and to provide for the granting of licenses as required by (c)(ii) of this clause, and for the reporting of utilization information as required by paragraph (c)(iii) of this clause whenever the instrument transfers principal or exclusive rights in any Subject Inven

tion.

Nothing contained in this paragraph (c) shall be deemed to grant to the Government any rights with respect to any invention other than a Subject Invention.

(d) Minimum rights to the Contractor.

(1) The Contractor reserves a revocable, nonexclusive, royalty-free license in each patent application filed in any country on a Subject Invention and any resulting patent in which the Government acquires title. The license shall extend to the Contractor's domestic subsidiaries and

7-302.23

ARMED SERVICES PROCUREMENT REGULATION

CONTRACT CLAUSES AND SOLICITATION PROVISIONS

affiliates, if any, within the corporate structure of which the Contractor is a part and shall include the right to grant sublicenses of the same scope to the extent the Contractor was legally obligated to do so at the time the contract was awarded. The license shall be transferable only with approval of the Contracting Officer, except when transferred to the successor of that part of the Contractor's business to which the invention pertains.

(2) The Contractor's domestic nonexclusive license retained pursuant to paragraph (d)(1) of this clause may be revoked or modified to the extent necessary to achieve expeditious practical application of the Subject Invention. The license shall not be revoked in that field of use and/or the geographical areas in which the contractor has brought the invention to the point of practical application and continues to make the benefits of the invention reasonably accessible to the public. The Contractor's nonexclusive license in any foreign country reserved pursuant to paragraph (d)(1) of this clause may be revoked or modified at the discretion of the Contracting Officer to the extent the Contractor or his domestic subsidiaries or affiliates have failed to achieve the practical application of the invention in such foreign country.

(3) Before modification or revocation of the license, pursuant to paragraph (d)(2) of this clause, the Contractor shall be given written notice of the intent to modify or revoke the license and shall be allowed thirty (30) days or such longer period as may be authorized by the Contracting Officer for good cause shown in writing by the Contractor after such notice to show cause why the license should not be modified or revoked. The Contractor shall have the right to contest any decision concerning the modification or revocation of the license in accordance with Departmental inventions licensing regulations.

(e) Invention identification, disclosures and reports.

(1) The Contractor shall establish and maintain active and effective procedures to assure that Subject Inventions are promptly identified and timely disclosed. These procedures shall include the maintenance of laboratory notebooks or equivalent records and other records as are reasonably necessary to document the conception and/or the first actual reduction to practice of Subject Inventions, and records which show that the procedures for identifying and disclosing the inventions are followed. Upon request, the Contractor shall furnish the Contracting Officer a description of such procedures so that he may evaluate and determine their effectiveness. (2) The Contractor shall furnish the Contracting Officer:

(i) a complete technical disclosure for each Subject Invention, within six (6) months after conception or first actual reduction to practice, whichever occurs first in the course of or under the contract, but in any event prior to any on sale, public use, or publication of such invention known to the Contractor. The disclosure shall identify the contract and inventor(s) and be sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to convey to one skilled in the art to which the invention pertains, a clear understanding of the nature, purpose, operation, and to the extent known, the physical, chemical, biological, or electrical characteristics of the invention;

(ii) interim reports, preferably on DD Form 882, at least every twelve (12) months from the date of the contract listing Subject Inventions during that period and certifying

that:

(A) the Contractor's procedures for identifying and disclosing Subject Inventions as required by this paragraph (e) have been followed throughout the reporting period, and

(B) all Subject Inventions have been disclosed or that there are no such inventions; and

(iii) a final report, preferably on DD Form 882, within three (3) months after completion of the contract work, listing all Subject Inventions or certifying that there were no such inventions.

(3) The Contractor shall obtain patent agreements to effectuate the provisions of this clause from all persons in his employ who perform any part of the work under this contract except nontechnical personnel, such as clerical and manual labor personnel.

(4) The Contractor agrees that the Government may duplicate and disclose Subject Invention disclosures and all other reports and papers furnished or required to be furnished pursuant to this clause.

(f) Forfeiture of rights in unreported Subject Inventions.

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ARMED SERVICES PROCUREMENT REGULATION

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