agreement, but excluded from computation of support cost and from consideration in proportioning costs. (See $9-4.5107-2(c).)

(1) Items to be contributed by the contractor. In accordance with Article B-II(c), if a proposed contractor contribution is included in this paragraph (b)(1), the contractor shall maintain records adequate to permit ERDA to determine the extent of the contribution. If the time or effort of the principal investigator(s) is to be contributed by the contractor and excluded from A-II(a) and A-II(b), the contributed time or effort should be listed under A-II(c).

(2) Items to be contributed by the Government.

(c) Time or effort of principal investigator(s) contributed by contractor but excluded from computation of support cost and from consideration in proportioning costs. [Where covered under A-II(a) or A-II(b)(1) above, state: "None". See $9-4.5107-1(e).]

:

Article A-III. The total estimate cost of items under A-II(a) above for the agreement period stated in this Appendix A is $ ERDA will pay percent of the actual costs of these items incurred during the agreement period stated in the Appendix A, subject to the provisions of Article III and Article B-XXIX. The estimated ERDA support cost for the agreement period stated in this Appendix A is $

The estimated ERDA support cost is funded as follows:

(a) Estimated unexpended balance from the prior period(s)

(b) New funds for the current period

The new funds being added in A-III(b) constitute the basis for advance payments provided under Article B-XI.

Appendix B-General Provisions

For the agreement period

through

Article B-I-Definitions

(a) The term "ERDA" means the Energy Research and Development Administration or any duly authorized representative thereof, including the contracting officer except for the purpose of deciding an appeal under the article entitled "Disputes".

(b) The term "contracting officer" means the person executing

this agreement on behalf of the Government and includes his successors or any duly authorized representative of any such person.

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

Article B-II-Inspection,

Reports, Records and Accounts1

(a) ERDA shall have the right to inspect, in such manner and at all reasonable times as it deems appropriate, all activities of the contractor arising in the course of its undertakings under this agreement.

(b) The contractor shall make progress and other reports in such manner and at such times as specified in Article B-XXI. The contractor shall also make such other reports to ERDA with respect to its activities under this agreement, as ERDA may reasonably require from time to time.

(c) The contractor agrees to keep records and books of account, in accordance with generally accepted accounting principles and practices, and consistent with the requirements of Federal Management Circular (FMC) 73-8, as constituted on the effective commencement date of the agreement period, covering its costs and expenditures for items included under Article A-II(a) of Appendix A and which are in furtherance of the research work under this agreement. In the event a contractor contribution is listed in Article A-II(b), the contractor shall maintain records adequate to permit ERDA to determine the extent of the contribution. If professional staff members are included under Article A-II(b), the contractor shall maintain records on such personnel in accordance with the payroll distribution procedure of section J.7.b. of FMC 73-6.

(d) ERDA shall at all reasonable times be afforded access to the premises and to these books and records and to related correspondence receipts, vouchers, memoranda, and other data of the contractor; and the contractor shall preserve such books and papers, without additional compensation there for, in accordance with the retention requirements referenced in Article B-XVII, Examination of Records.

1If the agreement is with a not-for-profit organization other

than an educational institution, this article should be revised to provide that the commercial cost principles (FPR 1-15.2) will be used in determining actual cost.

Article B-IV-Disclosure of Information

This clause should be used in place of the clauses entitled "Security", $9-7.103-53, and "Classification" $9-7.103-50, in SRSAS with educational institutions for offsite research that are not likely to produce Restricted Data or other classified information.

Disclosure of Information

In any

(a) It is mutually expected that the activities under this agreement will not involve Restricted Data or other classified information or material. It is understood, however, that if in the opinion of either party this expectation changes prior to the expiration or termination of all activities under this agreement, said party shall notify the other party accordingly in writing without delay. event, the contractor shall classify, safeguard, and otherwise act with respect to all Restricted Data and other classified information and material, in accordance with applicable law and the requirements of ERDA and shall promptly inform ERDA in writing if and when Restricted Data or other classified information or material becomes involved. If and when Restricted Data or other classified information or material becomes involved, the contractor shall have the right to terminate performance of the work under this agreement and in such event the provisions of this agreement respecting termination for the convenience of the Government shall apply.

(b) The contactor shall not permit any individual to have access to Restricted Data, or other classified information, except in accordance with the Atomic Energy Act of 1954, as amended, and ERDA regulations or requirements.

(c) The term "Restricted Data" as used in this article means all data concerning the design, manufacture, or utilization of atomic weapons, the production of special nuclear material or the use of special nuclear material in the production of energy, but shall not include data declassified or removed from the Restricted Data category pursuant to section 142 of the Atomic Energy Act of 1954, as amended.

work.

Article B-V-Responsibility For The Work

(a) The contractor is solely responsible for the conduct of the

(b) In instances where the carrying out of the work involves an ERDA license, the provisions of the pertinent license shall prevail over any inconsistent provisions of this agreement.

Article B-VI [Reserved]

Article B-VII-Rights in Technical Data (Short Form)

Insert the clause in §9-9.202–3(g)(2).

Article B-VIII-Patent Rights (Short Form)

Insert the clause in §9-9.107-6.

Article B-IX-Property Items

(a) Except as otherwise provided in this paragraph (a) and paragraph (b) of this Article B-IX, title to all material, supplies, and equipment purchased or otherwise acquired by the contractor in the performance of its research activities shall be and remain in the contractor. Said materials, supplies, and equipment shall be used for the benefit of research under this agreement and any extensions or successor contractors hereto: And, provided. There is no interference with said research, shall be made available for use by investigators working on any Federal research agreement at the same location. Subject to these priorities, and materials, supplies, and equipment may be used as the contractor wishes. Except as otherwise agreed in writing, title to any items of property listed as "Government property" shall pass directly to the Government; such property shall be subject to paragraphs (b), (c), (d), (e), and (f) of this Article B-IX.

(b)

Subject to the mutual agreement of ERDA and the contractor, the Government may furnish the contractor items of equipment, materials, supplies or facilities for use by the contractor in the performance of the work; title to these items shall remain in the Government unless otherwise agreed in writing. Such items of property and the items of property listed elsewhere in this agreement as Government property, are hereinafter referred to as "Government property". Title to Government property shall not be affected by the incorporation or attachment thereof to any property not owned by the Government nor shall any such property, or any part thereof, be or become a fixture or lose its identity as personality by reason of affixation to any realty.

(c) To the extent practicable, the contractor shall cause all items of Government property to be suitably marked with an identifying mark or symbol indicating that the items are the property of the Government. The contractor shall maintain, at all times and in a manner satisfactory to ERDA, records showing the use and disposition of Government property. Such records shall be subject to ERDA inspection at all reasonable times and ERDA shall at all reasonable times

have access

to the premises where in any items of Government property are located. Unless otherwise authorized in writing by ERDA, the contractor shall use Government property only for the purposes of this agreement: provided, however, that the contractor is hereby authorized to use items of equipment constituting Government property for other Federal research agreements to the extent such use: (1) Does not interfere with its work under this agreement; (2) is not prohibited by provisions of the other Federal agreements; and (3) is promptly reported by the contractor to ERDA under this agreement.

or

(d) The contractor shall promptly notify ERDA of any loss destruction of or damage to Government property. It is understood that the contractor shall not be liable for any such loss, destruction or damage, unless same results from willful misconduct or lack of good faith on the part of any corporate officer of the contractor, or of one or more of the contractor's representatives having supervision or direction of all or substantially all of the activities under this agreement. If the contractor is liable for any such loss, destruction, or damage, it shall promptly account there for to the satisfaction of ERDA; if the contractor is not liable therefor, and is indemnified, reimbursed, or otherwise compensated for such loss, destruction, or damage, it shall promptly account there for to the satisfaction of ERDA.

(e) With the written approval of ERDA, the contractor may sell, transfer, or otherwise dispose of items of Government property to such parties and upon such terms as so approved, or itself acquire title to items of Government property upon such terms as may mutually be agreed upon in writing by the contractor and ERDA. The proceeds of any such disposition, and any agreed price of any such contractor acquisition, shall be paid by the contractor to the Government, or credited on account of ERDA payments to be made under this agreement as ERDA may direct. Subject to the other provisions of this agreement, the contractor shall deliver Government property to ERDA upon request (suitably packed and shipped at the Government's expense).

(f) The contractor shall utilize for the benefit of the work under this agreement such items of property available to the contractor by reason of its activities under other Federal research agreements as are appropriate for utilization under this agreement pursuant to the provisions of the pertinent Federal agreements.

Article B-X-Termination For Convenience Of The Government Insert FPR 1-8.704-1.

Article B-XI-Payments

(a) ERDA shall make payments to the contractor with respect to