the purview of Article XVII hereof entitled "Disputes". If the contract is terminated due to fault of the Corporation, no additional payments on account of the fee shall thereafter accrue. e. The obligation of the Government to make any of the payments required by this article or any other provisions of this contract shall be subject to any unsettled claims in connection with this contract which the Government may have against the Corporation. 3. Prior to final settlement the Corporation shall furnish a release as required in Article VI hereof and such accounting for Government-owned property as may be required by the Commission: provided, however, That unless the Commission requires an inventory, the maintenance and disposition of records of Government. owned property in accordance with Article VIII shall be accepted by the Commission as full compliance with all requirements of this contract pertaining to an accounting for such property. ARTICLE XXXVI. NUCLEAR HAZARDS INDEMNITY AECPR 9-7.5004-24 (Where appropriate). ARTICLE XXXVII. SOURCE AND SPECIAL NUCLEAR MATERIALS The Corporation shall comply with all regulations and instructions of the Commission relative to the control of and accounting for source and special nuclear material (as these terms are defined in the Atomic Energy Act of 1954). The Corporation shall make such reports and permit such inspections as the Commission may require with reference to source and special nuclear materials. The Corporation shall take all reasonable steps and precautions to protect such materials against theft and misappropriations and to minimize all losses of such materials. ARTICLE XXXVIII. PATENTS 1. Whenever any invention or discovery is made or conceived by the Corporation or its employees in the course of or under this contract, the Corporation shall furnish the Commission with complete information thereon; and the Commission shall have the sole power to determine whether or not and where a patent application shall be filed, and to determine the disposition of the title to and rights under any application or patent that may result. The judgment of the Commission on these matters shall be accepted as final; and the Corporation, for itself and for its employees, agrees that the inventor or inventors will execute all documents and do all things necessary or proper to carry out the judgment of the Commission. 2. No claim for pecuniary award or compensation under the provisions of the Atomic Energy Acts of 1946 and 1954 shall be asserted by the Corporation or its employees with respect to any invention or discovery made or conceived in the course of or under this contract. 3. Except as otherwise authorized in writing by the Commission, the Corporation will obtain patent agreements to effectuate the purposes of Paragraphs 1 and 2 of this article from all persons who perform any part of the work under this contract, except such clerical and manual labor personnel as will not have access to technical data. 4. Except as otherwise authorized in writing by the Commission, the Corporation will insert in all subcontracts and purchase orders, other than purchase orders for standard commercial supplies, provisions making this article applicable to the subcontractor or seller and its employees. 5. It is recognized that during the course of the work under this contract, the Corporation or its employees may from time to time desire to publish, within the limits of security requirements, information regarding scientific or technical developments made or conceived in the course of or under this contract. In order that public disclosure of such information will not adversely affect the patent interest of the Commission, patent approval for release and publication shall be secured from the Commission prior to any such release or publication. 6. It is agreed that the Government shall hold the Corporation harmless from liability of any kind arising from infringement of patent rights in the course of the work performed by the Corporation under this contract, in view of the fol lowing facts: (a) the Corporation has not made an investigation as to the possibility of patent infringement, (b) the Government and the Corporation desire to avoid the delay incident to a patent investigation, and (c) the Corporation has not included in its price or fee any provision for the settlement of possible patent claims. The Corporation shall give prompt notice in writing to the Commission of any action filed or claim against the Corporation for infringement of patent rights in the course of the work performed by the Corporation under this contract. Except as otherwise directed by the Commission in writing, the Corporation shall furnish promptly to the Commission copies of all pertinent papers received by the Corporation with respect to any such action or claim. If required by the Commission the Corporation (at the Government's expense, by proper arrangement) shall assist the Government in the settlement or defense of such action or claim and shall furnish such evidence in its possession as may be required by the Government in the settlement or defense of such action or claim. 7. In addition to the rights of the parties under the foregoing paragraphs in and to inventions or discoveries made or conceived in the course of or under this contract, the Corporation agrees to and does hereby grant to the Government an irrevocable, nonexclusive, paid-up license in and to any inventions or discoveries actually reduced to practice or patented before the effective date of this contract owned or controlled by the Corporation and in and to any inventions or discoveries actually reduced to practice or acquired during the contract period but not subject to the foregoing foreground invention rights provision, which shall be incorporated in the construction of or involved in the utilization of the facility by the Corporation (1) to practice or to have practiced for the Government at the facility, (2) to practice and to have practiced in similar U.S. Government facilities, and (3) to sell or dispose of such facility or facilities, or any portion thereof, as provided by law. The acceptance or exercise by the Government of the aforesaid rights and license shall not prevent the Government at any time from contesting the enforceability, validity or scope of, or the title to, any rights or patents herein licensed. 8. If this contract involves any royalty payments or if the amount of any royalty payments is reflected in the contract price of the contract to the Government, the Corporation agrees to report in writing to the Commission (Assistant General Counsel for Patents) during the performance of this contract and prior to its completion or final settlement the amount of any royalties or other payments paid or to be paid by it directly to others in connection with the performance of this contract together with the names and addresses of licensors to whom such payments are made and either the patent numbers involved or such other information as will permit identification of the patents or other basis on which the royalties are to be paid. The approval of the Commission of any individual payments or royalties shall not estop the Government at any time from contesting the enforceability, validity or scope of, or title to, any patent under which a royalty or payments are made. ARTICLE XXXIX. COPYRIGHT 1. The Corporation (i) agrees that the Commission shall determine the disposition of the title to and the rights under any copyright secured by the Corporation or its employees on copyrightable material first produced or composed and delivered to the Government under this contract and (ii) hereby grants to the Government a royalty-free, nonexclusive, irrevocable license to reproduce, translate, publish, use and dispose of, and to authorize others so to do, all copyrighted or copyrightable work not first produced or composed by the Corporation in the performance of this contract but which is incorporated in the material furnished under the contract, provided that such license shall be only to the extent the Corporation now has, or prior to the completion or final settlement of the contract may acquire, the right to grant such license without becoming liable to pay compensation to others solely because of such grant. 2. The Corporation agrees that it will not include any copyrighted material in any written or copyrightable material furnished or delivered under this contract, without a license as provided for in Paragraph 1(ii) hereof, or without the consent of the copyright owner, unless specific written approval of the Commission to the inclusion of such copyrighted material is secured. 3. The Corporation agrees to report in writing to the Commission, promptly and in reasonable detail, any notice or claim of copyright infringement received by the Corporation with respect to any material delivered under this contract. ARTICLE XL. STATE UNEMPLOYMENT COMPENSATION CONTRIBUTIONS (Where appropriate.) (To be developed as required in each contract.) ARTICLE XLI. CLASSIFICATION In the performance of the work under this contract, the contractor shall assign classifications to all documents, material and equipment originated or generated by the contractor in accordance with classification guidance furnished to the contractor by the Commission. Every subcontract and purchase order issued hereunder involving the origination or generation of classified documents, material or equipment, shall include a provision to the effect that in the performance of such subcontract or purchase order the subcontractor or supplier shall assign classification to all such documents, material and equipment in accordance with classification guidance furnished to such subcontractor or supplied by the contractor. ARTICLE XLII. CHANGES (a) Changes and adjustment of fee. The Contracting Officer may at any time and without notice to the sureties, if any, issue written directions within the general scope of this contract requiring additional work or directing the omission of or variation in work covered by this contract. If any such direction results in a material change in the amount or character of the work described in the clause entitled "Statement of Work," an equitable adjustment of the fixed fee shall be made in accordance with the agreement of the parties and the contract shall be modified in writing accordingly. Any claim by the contractor for an adjustment under this clause must be asserted in writing within 30 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 time prior to final payment under this contract. A failure to agree on an equitable adjustment under this clause shall be deemed to be a dispute within the meaning of the clause entitled "Disputes." (b) Work to continue. Nothing contained in this clause shall excuse the contractor from proceeding with the prosecution of the work in accordance with the requirements of any direction hereunder. IN WITNESS WHEREOF, the parties hereto have executed this contract as of the day and year first above written. of the corporation named as Corporation herein; that who signed this contract on behalf of the Corporation, was then secretary of said Corporation; that said contract was duly signed for and in behalf of said Corporation by authority of its governing body, and is within the scope of its corporate powers. IN WITNESS WHEREOF, I have hereunto affixed my hand and the seal of said Corporation, this day of [CORPORATE SEAL] 19--. (Secretary) [From Army Procurement Procedure, Sec. 1] Part 7-Small Business Concerns 1-701.50 Fair Proportion. A "fair proportion of the total purchases and contracts for supplies and services to be placed with small business concerns" is defined as that proportion to which small business concerns are entitled after competition, provided small business concerns are given an equitable opportunity to compete for the purchases and contracts. 1-701.51 Equitable Opportunity. An "equitable opportunity to compete" is defined as that opportunity which exists when the following conditions are met: (i) small business concerns are afforded the opportunity of being placed on all bidders mailing lists for which they are qualified; (ii) small business concerns who are on bidders mailing lists receive invi- (v) specifications are adequate and clear; (vi) drawings are available or, where drawings are not available, the solicitation states where the drawings may be reviewed; (vii) delivery schedules are realistic and reasonable; and (viii) sufficient time has been allowed for the preparation of a bid, proposal, or quotation. 1-702 General Policy. (a) The responsibility for conscientiously and effectively carrying out the policies, procedures, and the aims of the Department of the Army Small Business Program will be the responsibility of all personnel engaged in procurement and related activities, including small business and labor surplus advisors, within the Department of the Army. To the extent that labor surplus area programs of the Department of the Army complement the small business program, this Part is also applicable. (b) In addition to the policy expressed in ASPR 1-702 every due consideration shall be given at all echelons to include small business concerns in the following: (i) current procurement, including research and development; (ii) mobilization production schedules; (iii) industrial mobilization aspects of mobilization capacity studies; (iv) standardization of specifications; (v) standardization of equipment; (vi) production allocation programs (including materials, products and equipment); (vii) industrial equipment activities; (viii) production equipment distribution; (ix) equipment rentals; and (x) labor surplus area preference. (c) Liaison shall be maintained and information exchanged with Federal, State (including Governors' Commissions), local and communty agencies and organizations for the purpose of rendering the maximum amount of assistance to small business concerns. Procedures shall be developed, as necessary, to insure full utilization of data and information relating to small business concerns received from such agencies and organizations. 1-704.2 Departmental Small Business Advisors. The Department of the Army Small Business Advisor advises the Secretary of the Army and subordinate staff elements on all matters relating to the establishment and execution of the Department of the Army Small Business Program. He shall be familiar with the policies and procedures implementing the Department of Defense Small Business Program. 1-704.3 Small Business Specialists. Within the Department of the Army, the Small Business Program and the Labor Surplus Area Program are administered jointly and are a concurrent responsibility of Small Business and Labor Surplus Advisors. Because of the dual responsibility for Small Business and Labor Surplus Area Programs within the Department of the Army, Small Business Specialists (as defined in ASPR 1-704.3) will be identified as "Small Business and Labor Surplus Advisors" and shall perform the duties and functions required of both Programs. (a) Selection and Appointment of Small Business and Labor Surplus Advisors. (1) Appointing Authority. Small Business and Labor Surplus Advisors as defined above, shall be appointed by the Heads of Procuring Activities. Appointments shall be made on a full time or part time basis consistent with the procurement mission of the installation or activity concerned. Authority to appoint Small Business and Labor Surplus Advisors shall not be redelegated below the level of the Deputy or a principal assistant in the headquarters office responsible for procurement. (2) Selection and Evaluation. Comparable requirements and qualifications as set forth in APP 1-450 for the selection and evaluation of contracting officers shall be used as a guide in establishing qualifications and determining the responsibilities for each appointment. Only those individuals possessing the necessary business acumen, knowledge of Army procurement policies and procedures, training and background to accomplish effectively the objectives of the Small Business and Labor Surplus Area Programs shall be considered for appointment. (3) Surveillance. In view of the public relations implications inherent in the manner in which the duties are performed, care shall be exercised to insure that only well qualified individuals are appointed and retained in such positions, whether the duty is performed on a full or part time basis. Performance of duties as Small Business and Labor Surplus Advisor shall therefore be kept under close surveillance. (4) Appointment. Designation by name of each Small Business and Labor Surplus Advisor shall be by a document, signed by the appointing authority, which shall include a statement of the specific authorities delegated to such appointee. Such designation shall be rescinded in the same manner upon termi |