but not subject to the foreground invention rights provisions set forth in Article XV-A., which are incorporated or embodied initially or during the term of this contract in the Plant; (a) to make, use and to have made and used, throughout the world for Government purposes in the manufacture and use of Governmentowned or Government-operated facilities, (b) to transfer such license with transfer of such Government-owned or Government-operated facilities, and (c) to sell and have sold such article, material or product, embodying such inventions or discoveries, as surplus or condemned public property 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.

(2) With respect to those inventions or discoveries licensed pursuant to article XV-B (1) above, the Contractor agrees to grant non-exclusive licenses for use in connection with privately-owned facilities of a type similar to that provided for under this contract at reasonable royalties to responsible parties other than the Government upon the request of the Commission. The Commission shall make such request only when the use of such inventions or discoveries are considered by the Commission to be necessary. In the event that the Contractor and prospective licensees cannot agree upon a reasonable royalty, the Contractor agrees that the royalties may be fixed pursuant to the procedure set forth in section 157 (c) of the Act.

(3) Except as otherwise authorized in writing by the Commission, the Contractor will insert in all its subcontracts and in all its contracts and agreements relating to performance of work in the course of or under this contract (other than for standard commercial products, equipment or supplies), provisions affording to the Commission rights equivalent to those provided under this Article XV-B, sections (1) through (3), provided however that nothing in this section (3) shall obligate the Contractor to require Bechtel Corporation to include these provisions in any Bechtel Corporation contract, except (i) with American Machine & Foundry Company, or any other Bechtel Corporation contract, for the design, development or construction of the Process Mechanical Cell of the Plant, of (ii) any Bechtel Corporation contract for research, or developmental, or experimental design or fabrication work with respect to the Plant during the term of this contract with the Commission.

C. Foreground technical data

(1) All drawings, sketches, designs, design data, specifications, notebooks, technical and scientific data, design and operating manuals, and all photographs, negatives, reports, findings, recommendations, data and memoranda of every description relating to the work or any part thereof under this contract, originated, developed or prepared after October 23, 1962 and prior to the expiration of this contract, in the possession or control of the Contractor, its contractors or subcontractors, shall be subject to inspection by the Commission at all reasonable times during the term of this contract and for a period of three years thereafter (for which inspection the proper facilities shall be afforded the Commission by the Contractor). One copy of any such document (except for any technical reports or manuals, in which case ten copies) shall be furnished to the Commission, upon request, without charge. If the Commission requests that the Contractor prepare reports based upon technical and scientific data in the Contractor's possession, other than reports normally prepared by the Contractor, the Contractor will compile and furnish such reports to the Commission without charge to the extent they do not involve significant expense to the Contractor; otherwise for mutually agreed upon compensation. Any document, report or data furnished or made available to the Commission under this Article XV-C may be used by the Commission for any purpose whatsoever without any claim by the Contractor for additional compensation.

(2) Except as otherwise authorized in writing by the Commission the Contractor will insert in all its subcontracts and in all its Contracts and agreements relating to the performance of work in the course of or under this contract (other than for standard commercial products, equipment or supplies) provisions affording to the Commission rights equivalent to those provided for under this Article XVC, sections (1) and (2), provided, however, that nothing in this section (2) shall obligate the Contractor to require Bechtel Corporation to include these provisions in any Bechtel Corporation contract except (i) with American Machine & Foundry Company, or any other Bechtel Corporation contract, for the design, development or construction of the Process Mechanical

Cell of the Plant, or (ii) any Bechtel Corporation contract for research or de velopmental, or experimental design or fabrication work with respect to the Plant during the term of this contract with the Commission.

D. Background technical data

(1) In addition to the rights of the parties in technical data set forth in Article XV-C, the contractor agrees to and does hereby grant to the Government an irrevocable license and right to use for any purpose, any secret process, technical information, or know-how of the Contractor, made, developed, or acquired prior to or on the effective date of expiration of completion of this contract, which shall be or is utilized, tested, or embodied in the work under this contract, or in the Plant, or which shall be or is specifically incorporated in any scientific or technical report rendered under this contract, provided, however, that to the extent that any such background secret processes, technical information or know-how when furnished or delivered is specifically identified in writing by the Contractor at the time of delivery to the Commission, the same shall not be used by the Government except in the performance of work by or for the Government, and provided further that if such material and information is generally available to the public or has been made available to the Government from other sources or previously by the Contractor without limitation as to use the foregoing limitations as to use do not apply.

(2) With respect to any secret process, technical information or know-how of the Contractor licensed in this Article XV-D(1) which the Government may use only in the performance of work by or for the Government, the Contractor agrees to grant non-exclusive licenses for use thereof in connection with nonGovernment-owned facilities of a type similar to that provided for under this contract at reasonable terms to responsible parties other than the Government upon the request of the Commission. The Commission shall make such request only when the use of secret processes, technical information or know-how referred to in the preceding sentence is considered by the Commission to be necessary. In the event that the Contractor and prospective licensees cannot agree upon the reasonable terms, the Contractor agrees that the terms may be fixed by the Commission.

(3) Except as otherwise authorized in writing by the Commission the Contractor will insert in all its subcontracts and in all its contracts and agreements relating to the performance of work in the course of or under this contract (other than for standard commercial products, equipment or supplies) provisions affording to the Commission rights equivalent to those provided for under this Article XV-D, section (1) through (3), provided, however, that nothing in this section (3) shall obligate the Contractor to require Bechtel Corporation to include these provisions in any Bechtel Corporation contract except (i) with American Machine & Foundry Company, or any other Bechtel Corporation contract, for the design, development, or construction of the Process Mechanical Cell of the Plant, or (ii) any Bechtel Corporation contract for research or developmental, or experimental design or fabrication work with respect to the Plant during the terms of this contract with the Commission.

E. Copyright

(1) The Contractor agrees to and does hereby grant to the Government, and to its officers, agents, servants and employees acting within the scope of their official duties, (i) a royalty-free nonexclusive and irrevocable license to reproduce, translate, publish, use, and dispose of, and to authorize others so to do, all copyrightable material first produced or composed and delivered to the Government under this contract by the Contractor, 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 Contractor 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 Contractor now has, or prior to 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 Contractor 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 Contracting Officer to the inclusion of such copyrighted material is secured.

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(3) The Contractor agrees to report to the Commission promptly and in reasonable written detail, any notice or claim of copyright infringement received by the Contractor with respect to any material delivered under this contract.

(4) Except as otherwise authorized in writing by the Commission, the Contractor will insert in all its subcontracts and in all its contracts and agreements relating to performance of work in the course of or under this contract (other than for standard commercial products, equipment or supplies), provisions affording to the Commission rights equivalent to those provided under this Article XV-B, sections (1) through (4), provided, however, that nothing in this section (4) shall obligate the Contractor to require Bechtel Corporation to include these provisions in any Bechtel Corporation contract, except (i) with American Machine & Foundry Company, or any other Bechtel Corporation contract, for the design, development or construction of the Process Mechanical Cell of the Plant, or (ii) any Bechtel Corporation contract for research or developmental, or experimental design or fabrication work with respect to the Plant during the term of this contract with the Commission.

F. Performance of work in the course of or under this contract, for the purposes of this Article XV shall be deemed to include but not be limited to design and construction of the Plant and performance in the Plant of chemical processing for persons other than the Commission as well as for the Commission during the term of this contract, provided that nothing herein shall be deemed to require the Contractor to insert any of the provisions referred to in this Article XV in any contract for the performance of chemical processing services by the Contractor.

ARTICLE XVI. COMMISSION RIGHTS OF INSPECTION OF COSTS AND FINANCIAL DATA; REPORTS

A. Until three years after the expiration or termination of this contract, the Contractor will keep available for Commission inspection and study, all records of costs and financial data relating to the performance of work under this contract developed after October 23, 1962. Except as otherwise authorized in writing by the Commission, the Contractor will insert provisions in all its subcontracts and in all its contracts and agreements relating to performance of work under this contract (other than for standard commercial products, equipment or supplies) affording the Commission these rights.

B. The Contractor shall furnish to the Commission, without charge, not in excess of ten copies of such cost and financial reports with respect to performance of work under this contract as are prepared by the Contractor, or which are delivered to the Contractor by its contractors or subcontractors. If the Commission so requests, the Contractor will compile and furnish to the Commission cost and financial reports with respect to performance of work under this contract other than reports normally prepared by the Contractor, at no charge provided such reports do not involve significant expense to the Contractor; otherwise for mutually agreed upon compensation.

C. Performance of work under this contract for the purposes of this Article XVI shall be deemed to include but not be limited to design and construction of the Plant and performance in the Plant of chemical processing for persons other than the Commission as well as for the Commission during the term of this contract, provided that nothing herein shall be deemed to require the Contractor to insert any of the provisions referred to in this Article XVI in any contract for the performance of chemical processing services by the Contractor.

ARTICLE XVII. CHANGES

The Contracting Officer may at any time, by a written order, make changes, within the general scope of this contract, in the work required to be performed by the Contractor hereunder; provided, however, that such right shall not extend to the (1) services provided for in Article XIII, or (2) the perpetual maintenance of waste nor shall the Contracting Officer be entitled under this Article XVII to reduce the quantity of specification material which the Commission is obligated to deliver to the Contractor in accordance with Article II. If any such change causes an increase or decrease in the cost of, or the time required for, performance of any part of the work under this contract an equitable adjustment shall be made in the contract price or delivery schedule for recovered product, or otherwise, and the contract shall be modified in writing accordingly. Any claim by the Contractor for adjustment under this Article XVII must be as

serted within 60 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. Where the cost of property made obsolete or excess as a result of a change is included in the Contractor's claim for adjustment, the Contracting Officer shall have the right to prescribe the manner of disposition of such property. Failure to agree to any adjustment shall be a dispute concerning a question of fact within the meaning of Article XLIX. However, nothing in this Article XVII shall excuse the Contractor from proceeding with the contract as changed.

ARTICLE XVIII. UNIFORMITY OF CONDITIONS AMONG CUSTOMERS

If the Contractor shall at any time after the date of this contract enter into a chemical processing contract with any other person, including any private or public organization, which contract, taken as a whole, or modify any existing contract so that such contract, taken as a whole, is more favorable than this contract, the Commission may elect to amend this contract so that it, taken as a whole, is not less favorable than such other contract. In amending this contract under the provisions of this Article XVIII, the Commission shall not be required to match the type of irradiated reactor material or size of the processing load covered by the contract after which the amendment is patterned. The Contractor will promptly furnish the Commission a copy of all contracts between the Contractor and others covering the chemical processing of materials by the Contractor.

ARTICLE XIX. BILLING AND PAYMENTS

A. Billing. After delivery of recovered product to the Commission, the Contractor shall be paid promptly upon the submission of satisfactory invoices or vouchers accompanied by such supporting documents and justification as may be required by other terms of this contract or reasonably prescribed by the Contracting Officer.

B. Provisional Payment with Respect to Recovered Product. The Contractor shall be paid provisionally after each shipment of uranium, even though such shipment of uranium constitutes less than the entire recovered product from a processing lot, on the basis of the number of processing units contained in such shipment, and (i) the basic charge and incremental charges, if any, for chemical processing of such material, (ii) the perpetual maintenance of waste charge, if any, (iii) stainless steel waste tankage charge, if any, (iv) neutralized non-boiling waste storage charge, if any, and (v) an applicable portion of the turnaround charge for the amount of material shipped, as set forth in Article VI or Article XI and Appendix A. Ten percent (10%) of the amounts determined to be payable under the preceding sentence shall be withheld pending final payment under Article XIX C.

C. Final Payment with Respect to Recovered Product. A final payment, including the amount withheld under Article XIX B., shall be made to the Contractor with respect to the recovered product from each processing lot after. agreement has been reached by the Contractor and the Commission as to all. of the following:

(1) Delivery to the Commission of all recovered uranium and plutonium in the processing lot has been accomplished;

(2) The magnitude of W (as defined in Article VI) upon which the charge under Article VI or Article XI is based;

(3) The measured input value, the recovered product value and the measured losses.

D. Deductions. Amounts due the Commission by the Contractor may be deducted from payments due the Contractor under this Article XIX.

ARTICLE XX. FORCE MAJEURE

A. Neither party hereto shall be liable for failures or delays in the performance of any of their respective obligations hereunder due to causes beyond the control and without the fault or negligence of such party. Such causes may include, but are not restricted to, acts of God or of the public enemy, acts of the Government in its sovereign capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, unusually severe weather, compliance with the orders of any governmental authority, delays in transit or delivery on the part of

transportation companies or communication facilities, or any failure of sources of supplies.

B. In the event that either party shall fail or delay in the performance of their respective obligations hereunder, and such failure or delay shall have been caused by mechanical or other failures of supplies or equipment (other than mechanical or other failures caused by improper maintenance or inspection), such failure or delay shall not be deemed to be a default under this contract until such failure or delay shall have continued for 60 days.

ARTICLE XXI. PERMITS AND LICENSES; TERMINATION BY CONTRACTOR

A. The Contractor shall procure and maintain all necessary permits or licenses and abide by all applicable laws, regulations, (including regulations of the Commission) and ordinances of the United States and of the State and political subdivision in which the work under this contract is performed.

B. The Contractor shall have the right to terminate this contract upon sixty (60) days written notice to the Commission whenever its total cumulative costs in complying with requirements imposed under the Commission's regulations, which requirements relate to the performance by the Contractor of its obligations under this contract, exceed $750,000., provided such requirements were not effective as of the date of the issuance by the Commission of an operating license for the Plant. Notwithstanding any termination by the Contractor pursuant to this Article, the Contractor shall be obligated to continue to store all, or such portion as the Commission may request, of the specification material located in the Plant's storage facilities for a period of up to fifteen months after the submission of the notice of termination provided for above, if so requested by the Commission. During this period the Contractor shall, upon reasonable notice by the Commission, load specification material in Commission furnished containers and shall deliver such material f.o.b. Commission designated facilities within the continental United States. The Contractor shall be responsible for loss or damage of specification material in accordance with Article XXXI, until delivery thereof to the carrier. As used in this Article XXI the term “total cumulative costs” shall include actual capital expenditures and incremental operating costs, and estimated prospective capital expenditures and estimated prospective incremental operating costs. There shall not be included in said $750,000. any amounts which are paid to the Contractor by the Commission under the terms of any amendment to this contract which contains provisions expressly providing for payment to the Contractor for any additional costs or expenses incurred in complying with its operating license or in obtaining an amendment thereof.

ARTICLE XXII. TERMINATION FOR COVENIENCE OF THE GOVERNMENT

ARTICLE XXIII, TERM OF CONTRACT

The term of this contract shall be for a period commencing with the date hereof and ending on a date five years after the first delivery of recovered product to the Commission hereunder or by June 30, 1971, whichever is earlier.

ARTICLE XXIV. RESEARCH AND DEVELOPMENT CONCERNING CHEMICAL PROCESSING It is the belief of the parties that operations in the Plant will provide signiflcant practical information concerning chemical processing. The Commission and the Contractor will develop a basis for coordinating discussions of any proposed related research and development work in the Plant by the Contractor and in Commission facilities by the Commission so as to maximize the development of useful information. The Commission will consider requests by the Contractor for specific research and development support related to the Plant.

ARTICLE XXV. DEFERRED CONSTRUCTION OF CERTAIN PLANT FACILITIES

A. The parties recognize that at some future date the Commission may desire to have irradiated reactor material generally described as stainless steel cermet fuels and sodium bonded fuels chemically processed at the Plant. If the Commission requests the Contractor in writing, the Contractor shall at the earliest practicable date furnish the Commission with proposed charges for and other terms and conditions upon which necessary facilities will be installed in the Plant and such stainless steel cermet and/or sodium bonded fuels will be