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CONTRACT CLAUSES AND SOLICITATION PROVISIONS

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 the provisions of ASPR 9-109.6(e)(2) and (3).

(d) Minimum rights to the Contractor. 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.

(e) Employee and subcontractor agreemenis. Unless otherwise authorized in writing by the Contracting Officer, the Contractor shall:

(i) obtain patent agreements to effectuate the provisions of this clause from all persons

who perform any part of the work under this contract, except nontechnical personnel

such as clerical and manual labor personnel; (ii) insert in each subcontract, having experimental, developmental, or research work as

one of its purposes, provisions making this clause applicable to the subcontractor and

his employees; and (iii) promptly notify the Contracting Officer of the award of any such subcontract by providing him with a copy of such subcontract and any amendments thereto.

(End of clause)

(i) Patent Rights Clause - Deferred (Short Form). When a contract is determined to fall within 9-107.3(a)(1) and (4), the following clause may be used in place of the clause in 7-302.23(c) in contracts for basic or applied research with a nonprofit organization other than for the operation of a Government-owned research or production facility.

PATENT RIGHTS - DEFERRED (SHORT FORM) (1975 AUG)

(a) Definitions. 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. (b) Invention disclosures and reports. (1) 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 charao

teristics 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 all Subject Inventions have been disclosed or that there are no such inventions;

and (iii) an acceptable 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. (2) 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. (c) Allocation of principal rights.

(1) After a Subject Invention is identified, the Contractor agrees to assign to the Government the entire right, title, and interest througout the world in and to each Subject Invention, except to

7-302.23

ARMED SERVICES PROCUREMENT REGULATION

7:231

CONTRACT CLAUSES AND SOLICITATION PROVISIONS

the extent that rights are retained by the Contractor under paragraphs (c)(2) and (d) of this clause

(2) 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 (b)(1) 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 the provisions of ASPR 9-109.6(e)(2) and (3).

(d) Minimum rights to the Contractor. 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.

(e) Emplovee und subcontructor agreements. Unless otherwise authorized in writing by the Contracting Officer, the Contractor shall:

(i) obtain patent agreements to effectuate the provisions of this clause from all persons

who perform any part of the work under this contract, except nontechnical personnel

such as clerical and manual labor personnel; (ii) insert in each subcontract, having experimental, developmental, or research work as

one of its purposes. provisions making this clause applicable to the subcontractor and

his employees, and (iii) promptly notify the Contracting Officer of the award of any such subcontract by providing him with a copy of such subcontract and any amendments thereto.

(End of clause)

7-302.24 Reserved.

7-302.25 Military Security Requirements. Insert the Military Security Requirements clause in accordance with 7-104.12.

7-302.26 Utilization of Labor Surplus Area Concerns. In accordance with 1-805.3, insert the clauses in 7-104.20.

7-302.27 Government Delay of Work. Insert the clause in 7-104.77.
7-302.28 Title and Risk of Loss. Insert the clause in 7-103.6.
7-302.29 Pricing of Adjustments. Insert the clause in 7-103.26.

7-302.30 Affirmative Action for Disabled Veterans and Veterans of the Viernam Era. Insert the clause in 7-103.27.

7-302.31 Affirmative Action for Handicapped Workers. Insert the clause in 7-103.28.

7-302.32 Clean Air and Water. In accordance with 1-2302.2, insert the clause in 7-103.29.

7-303 Clauses To Be Used When Applicable.

7-303.1 Clauses for Contracts Involving Construction Work. In accordance with 7-602.23, 12-106, 18-701, and 18–703, insert the Labor Standards Provisions in 7-602.23.

7–303.2 Filing of Patent Applications. In accordance with 9-106, insert the clause in 7-104.6.

7-303.3 Reporting and Refund of Rovalties. In accordance with 9-110(d) and 9-111, insert the appropriate clause or clauses in 7-104.8.

7–303.4 Excess Profit. In accordance with 7-104.11, insert the appropriate clause therein.

7–303.5 Preference for Certain Domestic Commodities. In accordance with 6–305, insert the clause in 7-104.13.

7–303.5

ARMED SERVICES PROCUREMENT REGULATION

CONTRACT CLAUSES AND SOLICITATION PROVISIONS

7–303.6 Priorities, Allocations, and Allotments. In accordance with 1-307.2, insert the clause in 7-104.18.

7–303.7 Government Property. When the Government is to furnish, or the contractor is to acquire, Government property, insert the following clause if the contract is with an educational or nonprofit institution, if not, insert the appropriate clauses as provided in 7-104.24. Changes in the clause below, like those in 7-104.24(e), (f) and (g), may be made as therein provided.

GOVERNMENT PROPERTY (FIXED PRICE, NONPROFIT) (1972 SEP)

(a) Government-furnished Property. The Government shall deliver to the Contractor, for use in connection with and under the terms of this contract, the property described as Government furnished property in the Schedule or specifications, together with such related data and information as the Contractor may request and as may reasonably be required for the intended use of such property (hereinafter referred to as “Government-furnished property"). The delivery or performance dates for the supplies or services to be furnished by 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 Schedule, 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. Except for Government furnished property furnished "as is", in the event that Government-furnished property is received by the Contractor in a condition not suitable for its 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 such property, or (ii) effect repairs or modifications. Upon completion of (i) or (ii) above, the Contracting Officer upon timely written request of the Contractor shall equitably adjust the delivery or performance dates or the contract price, or both, and any other contractual provision effected by the return, disposition, repair or modification. 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. (b) Changes in Government-furnished Property.

(1) By notice in writing, the Contracting Officer may (i) decrease the property furnished or to be furnished by the Government under this contract, or (ii) substitute other Governmentowned property for property to be furnished by the Government, or to be acquired by the Contractor for the Government, under this contract. The Contractor shall promptly take such action as the Contracting Officer may direct with respect to the removal, shipping, and disposal of property covered by such notice.

(2) In the event of any decrease in or substitution of property pursuant to paragraph (1) above, or any withdrawal of authority to use property provided under any other contract or lease, which property the Government had agreed in the Schedule to make available for the performance of this contract, the Contracting Officer, upon the written request of the Contractor (or, if the substitution of property causes a decrease in the cost of performance, on his own initiative), shall equitably adjust such contractual provisions as may be affected by the decrease, substitution or withdrawal, in accordance with the procedures provided in the “Changes" clause of this contract. (c) Title

(1) Title to all property furnished by the Government shall remain in the Government.

(2) Notwithstanding subparagraph (1) above, title to equipment purchased with funds availablc for research, having an acquisition cost of less than $1,000, shall vest in the Contractor upon acquisition or as soon thereafter as feasible, provided that the Contractor shall have obtained approval of the Contracting Officer prior to acquisition of such property.

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CONTRACT CLAUSES AND SOLICITATION PROVISIONS

(3) Title to equipment having an acquisition cost of $1,000 or more, purchased with funds available for the conduct of research, shall vest as set forth in the contract.

(4) If title to equipment is vested pursuant to (2) or (3) above, the Contractor agrees that no charge will be made to the Government for any depreciation, amortization, or use charge with respect to such equipment under any existing or future Government contract or subcontract thereunder.

(5) The Contractor shall furnish the Contracting Officer a list of all equipment acquired under subparagraph (2) above within ten (10) days following the end of the calendar quarter during which such equipment was received.

(6) All Government furnished property, together with all property acquired by the Contractor, title to which vests in the Government under this clause, is hereinafter collectively referred to as "Government property."

(7) Title to Government property shall not be affected by the incorporation or attachment thereof to any property not owned by the Government, nor shall such Government property, or any part thereof, be or become a fixture or lose its identity as personalty by reason of affixation to any realty.

(8) In order to define the obligations of the parties under this clause, where title to each item of facilities, special test equipment, and special tooling (other than that subject to a “Special Tooling" clause) acquired by the Contractor is to vest in the Government, title shall pass to and vest in the Government when its use in the performance of this contract commences, or upon payment therefor by the Government, whichever is earlier, whether or not title previously vested.

(d) Property Administration. The Contractor shall comply with the provisions of Appendix C, Armed Services Procurement Regulation, as in effect on the date of the contract, which is hereby incorporated by reference and made part of this contract. Material to be furnished by the Government shall be ordered or returned by the Contractor, when required, in accordance with the "Manual for Military Standard Requisitioning and Issue Procedure (MILSTRIP) for Defense Contractors" (Appendix H, Armed Services Procurement Regulation) as in effect on the date of this contract, which Manual is hereby incorporated by reference and made a part of this contract.

(e) Use of Government Property. The Government property shall, unless otherwise provided herein or approved by the Contracting Officer, be used only for the performance of this contract.

(f) Utilization, Maintenance and Repair of Government Property. The Contractor shall maintain and administer, in accordance with sound business practice, and in accordance with applicable provisions of Appendix C, a program for the utilization, maintenance, repair, protection and preservation of Government property, until disposed of by the Contractor in accordance with this clause. In the event that any damage occurs to Government property the risk of which has been assumed by the Government under this contract, the Government shall replace such items or the Contractor shall make such repair of the property as the Government directs; provided, however, that if the Contractor cannot effect such repair within the time required, the Contractor may reject such property. The contract price includes no compensation to the Contractor for the performance of any repair or replacement for which the Government is responsible, and an equitable adjustment will be made in any contractual provision affected by the repair or replacement of Government property made at the direction of the Government. Any repair or replacement for which the Contractor is responsible under the provision of this contract shall be accomplished by the Contractor at his own expense. (g) Risk of Loss.

(1) The Contractor shall not be liable for any loss of or damage to the Government property, or for expenses incidental to such loss or damage except that the Contractor shall be liable for any loss or damage to Government property provided under this contract upon its delivery to him or passage of title to the Government as provided in paragraph (c) above (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 his managers, superintendents, or other equivalent representatives who have supervision or direction of all or substantially all of the Contractor's business, or all or substantially all of the Contractor's operations at any one plant, laboratory, or separate location in which this contract is being performed;

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CONTRACT CLAUSES AND SOLICITATION PROVISIONS

(ii) which results from a failure on the part of the Contractor, due to the willful miscon

duct or lack of good faith on the part of any of his directors, officers, or other
representatives mentioned in subparagraph (i) above-
(A) to maintain and administer, in accordance with sound industrial practice, the

program for maintenance, repair, protection and preservation of Government
property as required by paragraph (f) hereof, or to take all reasonable steps to
comply with any appropriate written direction of the Contracting Officer under

paragraph (f) hereof; or (B) to establish, maintain and administer, in accordance with (d) above, a system for

control of Government property; (iii) for which the Contractor is otherwise responsible under the express terms of the

clause or clauses designated in the Schedule; (iv) which results from a risk expressly required to be insured under some other provision

of this contract, or of the schedules or task orders thereunder, but only to the extent of the insurance so required to be procured and maintained or to the extent of in

surance actually procured and maintained, whichever is greater; or (v) which results from a risk which is in fact covered by insurance or for which the Con

tractor is otherwise reimbursed, but only to the extent of such insurance or reimbur

sement. Any failure of the Contractor to act, as provided in subparagraph (ii) above, shall be conclusively presumed to be a failure resulting from willful misconduct, or lack of good faith on the part of such directors, officers, or other representatives mentioned in subparagraph (i) above, if the Contractor is notified by the Contracting Officer by registered or certified mail, addressed to one of such directors, officers or other representatives, of the Government's disapproval, withdrawal of approval, or nonacceptance of the Contractor's program or system. In such event, it shall be presumed that any loss or damage to Government property resulted from such failure. The Contractor shall be liable for such loss or damage unless he can establish by clear and convincing evidence that such loss or damage did not result from his failure to maintain an approved program or system, or occurred during such time as an approved program or system for control of Government property was maintained.

If more than one of the above exceptions shall be applicable in any case, the Contractor's liability under any one exception shall not be limited by any other exception.

(2) The Contractor represents that he is not including in the price hereunder, and agrees that he will not hereafter include in any price to the Government, any charge or reserve for insurance (including self-insurance funds or reserves) covering loss or destruction of or damage to the Government property, except to the extent that the risk of loss is imposed on the Contractor under (1)(iii) above, or insurance has been required under (1)(iv) above.

(3) Upon the happening of loss or destruction of or damage to any Government property, the Contractor shall notify the Contracting Officer thereof and shall communicate with the Loss and Salvage Organization, if any, now or hereafter designated by the Contracting Officer, and with the assistance of the Loss and Salvage Organization so designated (unless the Contracting Officer has directed that no such organization be employed) shall take all reasonable steps to protect the Government property from further damage, separate the damaged and undamaged Government property, put all the Government property in the best possible order, and furnish to the Contracting Officer a statement of:

(i) the lost, destroyed, and damaged Government property;
(ii) the time and origin of the loss, destruction, or damage;
(iii) all known interests in commingled property of which the Government property is a

part; and

(iv) the insurance, if any, covering any part of or interest in such commingled property. The Contractor shall be entitled to an equitable adjustment in the contract price for the expenditures made by him in performing his obligations under this subparagraph (3) (including charges made to the Contractor by the Loss and Salvage Organization, except any of such charges the payment of which the Government has, at its option, assumed directly).

(4) With the approval of the Contracting Officer after loss or destruction of or damage to Government property, and subject to such conditions and limitations as may be imposed by the Contracting Officer, the Contractor may, in order to minimize the loss to the Government or in

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