regarding defects or other failures to meet the contract requirements which may be discovered prior to final acceptance. Except as otherwise provided in this contract, final acceptance shall be conclusive except as regards latent defects.

(e) The Belgian Government shall provide and maintain a satisfactory inspection system covering the supplies hereunder. Records of all inspection work by the Belgian Government shall be kept complete and available to the United States Government during the performance of this contract and for such longer period as may be specified elsewhere in this contract. 6. Responsibility for supplies

Except as otherwise provided in this contract, (1) the Belgian Government shall be responsible for the supplies covered by this contract until they are delivered at the designated delivery point, regardless of the point of inspection; and (2) the Belgian Government shall bear all risks as to rejected supplies after notice of rejection. 7. Termination

(a) The performance of work under this contract may be terminated by the United States Government in accordance with this clause in whole, or, from time to time, in part, whenever the Contracting Officer, after consultation with the appropriate Belgian Government representatives, shall determine that such termination is in the best interests of the United States Government. Any such termination shall be effected by delivery to the Belgian Government of a Votice of Termination specifying to the extent to which performance of work under the contract is terminated, and the date upon which such termination becomes effective.

(b) After receipt of a Notice of Termination, and except as otherwise directed by the Contracting Officer, the Belgian Government shall (1) stop work under the contract on the date and to the extent specified in the Notice of Termination ; (2) place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the contract as is not terminated; (3) terminate all orders and subcontracts to the extent that they relate to the performance of work terminated by the Notice of Termination; (4) assign to the United States Government, in the manner, at the times, and to the extent directed by the Contracting Officer, all of the right, title, and interest of the Belgian Government under the orders and subcontracts so terminated; (5) settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the Contracting Officer to the extent he may require, which approval or ratification shall be final for all the purposes of this clause; (6) transfer title and deliver to the United States Government, in the manner, at the times, and to the extent, if any, directed by the Contracting Officer, (i) the fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced as a part of, or acquired in connection with the performance of, the work terminated by the Notice of Termination, and (ii) the completed or partially completed plans, drawings, information, and other property which, if the contract had been completed, would have been required to be furnished to the United States Government; (7) use its best effort to sell, in the manner, at the times, to the extent, and at the price or prices directed or authorized by the Contracting Officer, any property of the types referred to in provision (6) of this paragraph, provided, however, that the Belgian Government (i) shall not be required to extend credit to any purchaser, and (ii) may acquire any such property under the conditions prescribed by and at a price or prices approved by the Contracting Officer and provided further that the proceeds of any such transfer or disposition shall be applied in reduction of any payments to be made by the United States Government to the Belgian Government under this contract or shall otherwise be credited to the price or cost of the work covered by this contract or paid in such other manner as the Contracting Officer may direct; (8) complete performance of such part of the work shall not have been terminated by the Notice of Termination; and (9) 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 Belgian Government and in which the United States Government has or may acquire an interest. At any time after expiration of the plant clearance period, as defined in Section VIII, Armed Services Procurement Regulation, as it may be amended from time to time, the Belgian Government may submit to the Contracting Officer a list, certified as to quantity and quality, of any or all items of termination inventory

not previously disposed of, exclusively of items the disposition of which has been lirected or authorized by the Contracting Officer, and may request the United States Government to remove such items or enter into a storage agreement covering them. Not later than fifteen (15) days thereafter, the United States Government will accept title to such items and remove them or enter into a storage agreement covering the same, provided that the list submitted shall be subject to verification by the Contracting Officer upon removal of the items, or if the items are stored, within forty-five (45) days from the date of submission of the list, and any necessary adjustment to correct the list as submitted shall be made prior to final settlement.

(c) After receipt of a Notice of Termination, the Belgian Government shall submit to the Contracting Officer its termination claim, in the form and with the certification prescribed by the Contracting Officer. Such claim shall be submitted promptly but in no event later than two years from the effective date of termination, unless one or more extensions in writing are granted by the Contracting Officer, upon request of the Belgian Government made in writing within such two-year period or authorized extension thereof. However, if the Contracting Officer determines that the facts justify such action, he may receive and act upon any such termination claim at any time after such twoyear period or any extension thereof. Upon failure of the Belgian Government to submit its termination claim within the time allowed, the Contracting Officer may deterinine, on the basis of information available to him, the amount, if any, due to the Belgian Government by reason of the termination and shali thereupon pay to the Belgian Government the amount so determined.

(d) Subject to the provisions of paragraph (c), the Belgian Government and the Contracting Officer may agree upon the whole or any part of the amount or amounts to be paid to the Belgian Government by reason of the total or partial termination of work pursuant to this clause. The contract shall be ainended accordingly, and the Belgian Government shall be paid the agreed amount.

(e) Any determination of costs under paragraph (c) hereof shall be governed by the Statement of Principles of Consideration of Costs set forth in Part 4 of Section VIII of the Armed Services Procurement Regulation, as in effect on the date of this contract.

(f) In arriving at the amount due the Belgian Government under this clause there shall be deducted (1) all unliquidated payments on account theretofore made to the Belgian Government, (2) any claim which the United States Government may have against the Belgian Government in connection with this contract, and (3) the agreed price for, or the proceeds of sale of, any materials, supplies, or other things acquired by the Belgian Government or sold, pursuant to the provisions of this clause, and not otherwise recovered by or credited to the United States Government.

(g) If the termination hereunder be partial, prior to the settlement of the terminated portion of this contract, the Belgian Government may file with the Contracting Officer a request in writing for an equitable adjustment of the price or prices specified in the contract relating to the continued portion of the contract (the portion not terminated by the Notice of Termination) and such equitable adjustment as may be agreed upon shall be made in such price or prices,

(h) Upon notification to the United States Government by the Belgian Government that the Belgian Government is precluded from performing the contract in accordance with its terms and conditions due to circumstances beyond its control the two Governments will consult with a view toward negotiating an amendment to this contract. If the two Governments cannot agree to an amendment extending the time of performance or otherwise modifying the contract so as to enable the Belgian Government to perform it, the United States Government may terminate this contract by reason of the inability of the Belgian Government to perform it. Such termination shall be without cost to the United States Government and without liability of either Government to the other; provided that the parties hereto may agree upon the transfer to the United States Government of any or all of the property of the types referred to in paragraph (b) (6) above, in which event the United States Government will pay to the Belgian Government (i) the price provided in the contract for items completed in accordance with the contract requirements, and (ii) a price mutually agreed upon for other items.

(i) Unless otherwise provided for in this contract, or by applicable statute, the Belgian Government, from the effective date of termination and for a period

of five years after final settlement under this contract, shall preserve and make available to the United States Government at all reasonable times at the office of the Belgian Government but without direct charge to the United States Government, all its books, records, documents, and other evidence bearing on the costs and expenses of the Belgian Government under this contract and relating to the work terminated hereunder, or, to the extent approved by the Contracting Officer, photographs, micro-photographs, or other authentic reproductions thereof. 8. Taxes

(a) The contract price, including the prices in subcontracts hereunder, do not include any tax or duty which the United States Government and the Belgian Government have agreed shall not be applicable to expenditures in Belgium by the United States Government, or any other tax or duty not applicable to this contract under the laws of Belgium. If any such tax or duty bas been included in the contract prices through error or otherwise, the contract prices shall be corresponding reduced.

(b) The Belgian Government further agrees that no taxes or duties are included in the contract prices from which it may claim an exemption; and that no tax will be applied on the delivery to the United States Government of the supplies, services or materials called for under this contract.

(c) If, after the contract date, the United States Government and the Belgian Government shall agree that any tax or duty included in the contract prices shall not be applicable to expenditures in Belgium by the United States Government, the contract prices shall be reduced accordingly.

(d) The Belgian Government, in placing subcontracts hereunder, will include a clause therein indicating that such subcontracts are being placed for the United States Government and thus are exempted from those taxes covered by the Tax Agreement between the two Governments of April 7, 1952. 9. Subcontracting

(a) The Belgian Government undertakes that in any subcontract made in connection with this contract they will employ the same procurement methods and procedures as they employ in contracting for their own requirements.

(b) The Belgian Government agrees to indemnify and save harmless the United States Government against all claims and suits of whatsoever nature arising under or incidental to the performance of this contract, by any subcontractor against the Belgian Government or the United States Government. 10. Payments

The Belgian Government shall be paid, upon the submission of properly certified invoices or vouchers, the prices stipulated herein for supplies delivered and accepted or services rendered and accepted, less deductions, if any, as herein provided. Unless otherwise specified, payment will be made on partial deliveries accepted by the United States Government when the amount due on such deliveries so warrants; or, when requested by the Belgian Government, payment for accepted partial deliveries shall be made whenever such payments would equal or exceed either $1,000 or 50% of the total amount of this contract. 11. United States officials not to benefit

No member of or delegate to Congress of the United States, or resident commissioner of the United States shall be admitted to any share or part of this contract, or to any benefit that may arise therefrom; but this provision shall not be construed to extend to this contract if made with a corporation for its general benefit. 12. Covenant against contingent fees

The Belgian Government warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Belgian Government for the purpose of securing business. For breach or violation of this warranty the United States Government shall have the right to annul this contract without liability or in its discretion to deduct from the contract price or consideration the full amount of such commission, percentage, brokerage, or contingent fee.

13. Gratuities

The Belgian Government agrees to apply to this contract the provisions embodied in Section 631 of Public Law 179 and Section 629 of Public Law 488, 82nd Congress of the United States and like provisions embodied in subsequent United States appropriation acts. 14. Filing of patent applications

While and so long as the subject matter of this contract is classified security information, the Belgian Government agrees that it will not file, or cause to be filed, an application or registration for patent disclosing any of said subject matter without first referring the proposed application or registration to the Contracting Officer for determination as to whether, for reasons of security, permission to file such application or registration should be denied, or whether such application may be filed on conditions imposed by the Contracting Officer. 15. Copyright

(a) The Belgian Government agrees to and does hereby grant to the United States Government, and to its officers, agents and employees acting within the scope of their official duties, (i) a royalty-free, nonexclusive and irrevocable license to publish, translate, reproduce, deliver, perform, use, and dispose of, and to authorize, in behalf of the United States Government or in the furtherance of mutual defense, others so to do, all copyrightable material first produced or composed and delivered to the United States Government under this contract by the Belgian Government, its employees or any individual or concern specifically employed or assigned to originate and prepare such material; and (ii) a license as aforesaid under any and all copyrighted or copyrightable work not first produced or composed by the Belgian Government in the performance of this contract but which is incorporated in the material furnished under the contract, provided that such licenses hall be only to the extent that the Belgian Government now has or pror to completion of final settlement of this contract may acquire, the right to grant such license without becoming liable to pay compensation to others solely because of such grant.

(b) The Belgian Government agrees that it will exert all reasonable effort to advise the Contracting Officer, at the time of delivering any copyrightable or copyrighted work furnished under this contract, of any adversely held copyrighted or copyrightable material incorporated in any such work and of any invasion of the right of privacy therein contained.

(c) The Belgian Government agrees to report to the Contracting Officer, promptly and in reasonable written detail, any notice or claim of copyright infringement received by the Belgian Government with respect to any material delivered under this contract. 16. Guaranty

The Belgian Government undertakes that the benefit of any guarantee obtained in respect of any subcontract shall be passed on to the United States Government. 17. Security

Any materials, documents, designs, drawings, or specifications delivered by the United States Government to the Belgian Government and any materials, documents, designs, drawings, specifications, or supplies delivered by the Belgian Government to the United States Government in the performance of this contract, which are classified by the originating Government as “Top Secret", "Secret”, "Confidential" or "Restricted", shall be given a security classification by the recipient Government which will afford to the material substantially the same degree of security as that afforded by the originating Government and shall be treated by the recipient Government as its own classified material of that security grading.

The recipient Government will not use such material including information, or permit it to be used, for other than military purposes and will not disclose such material, or permit it to be disclosed, to another nation without the consent of the originating Government.

The recipient Government will, upon request, give to the originating Government an acknowledgment of receipt in writing for any such classified material.

The recipient Government agrees to include appropriate provisions covering military security material including information in all subcontracts hereunder. 18. Technical information

The Belgian Government agrees that the United States Government shall have the right to duplicate, use and disclose, in behalf of the United States Government or in the furtherance of mutual defenses, all or any part of the reports, drawings, blueprints, data, and technical information, specified to be delivered by the Belgian Government to the United States Government under this contract. 19. Assignment of claims

No claim arising under this contract shall be assigned by the Belgian Government except as follows:

(a) Pursuant to the provisions of the Assignment of Claims Act of 1940 as amended (31 U. S. Code 203, 41 U. S. Code 15), if this contract provides for payments aggregating $1,000 or more, claims for moneys due or to become due the Belgian Government from the United States Government under this contract may be assigned to a bank, trust company, or other financing institution, including any Federal lending agency, and may thereafter be further assigned and reassigned to any such institution. Any such assignment or reassignment shall cover all amounts payable under this contract and not already paid, and shall not be made to more than one party, except that any such assignment or reassignment may be made to one party as agent or trustee for two or more parties participating in such financing.

(b) In no event shall copies of this contract or of any plans, specifications, or other similar documents relating to work under this contract, if marked “Top Secret”, “Secret”, “Confidential", or "Restricted” be furnished any assignee of any claim arising under this contract or to any other person not entitled to receive the same; provided, that a copy of any part or all of this contract so marked may be furnished, or any information contained therein may be disclosed to such assignee upon the prior written authorization of the Contracting Officer. 20. Labor relations and standards

The provisions of this contract and the performance hereunder shall be subject to and in accordance with the laws of the Belgian Government and any political subdivision thereof, from time to time in effect, which govern the hours, wages, labor relations (including collective bargaining), workman's compensation, working conditions, and other matters pertaining to labor. 21. Reporting of royalties

If this contract is in an amount which exceeds $10,000 the Belgian Government agrees to report in writing to the Contracting Officer during the performance of this contract the amount of royalties paid or to be paid by it directly to others in the performance of this contract. The Belgian Government further agrees (i) to furnish in writing any additional information relating to such royalties as may be requested by the Contracting Officer, and (ii) to insert a provision similar to this clause in any subcontract hereunder which involves an amount in excess of the equivalent of ten thousand United States dollars. 22. Eramination of records

The following clause is applicable only to the extent exemption is not permissible under the laws of the United States:

(a) The Belgian Government agrees that the Comptroller General of the l'nited States or any of his duly authorized representatives shall, until the expiration of three years after final payment under this contract, have access to and the right to examine any directly pertinent books, documents, papers, and records of the Belgian Government involving transactions related to this contract.

(b) The Belgian Government further agrees to include in all its subcontracts hereunder a provision to the effect that the subcontractor agrees that the Comptroller General of the United States or any of his duly authorized representatives shall, until the expiration of three years after final payment under this contract with the United States Government, have access to and the right to examine any directly pertinent books, documents, papers, and records of such subcontractor involving transactions related to the subcontract. The term “subcontract” as used in this clause excludes (i) purchase orders not exceeding $1,000 and (ii) subcontracts or purchase orders for public utility services at rates established for uniform applicability to the general public.