vided, however, That nothing in this Section shall be construed to entitle the Contracting Officer or his representative to information or data about, or access to, secret processes or other trade secrets of the Contractor or any subcontractor. Any information obtained by the Contracting Officer or his representative in accordance with this provision shall be treated and protected as information obtained in confidence by a Federal Agency. (c) The provisions of paragraph (b) above shall be applicable to and included by the Contractor, and by subcontractors of whatever tier, in each subcontract hereunder that is not a firm fixed-price basis. (d) The Contractor further agrees to include in all his 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 the subcontract, 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 subparagraph (d) excludes (1) purchase orders not exceeding $2,500, and (2) subcontracts or purchase orders for public utility services at rates established for uniform applicability to the general public. (e) The Contractor shall permit the interview of personnel of the Contractor engaged in performance of the Agreement at reasonable times and places, Provided, however, That nothing in this Section shall be construed to entitle the Contracting Officer or his representative to information or data about, or access to, secret processes or other trade secrets of the Contractor or any subcontractor. Any information obtained by the Contracting Officer or his representative in accordance with this provision shall be treated and protected as information obtained in confidence by a Federal Agency. 21. Disputes (a) Except as otherwise provided in this Agreement, any dispute concerning a question of fact arising under this Agreement which is not disposed of by agreement shall be decided by the Contracting Officer, who shall reduce his decision to writing and mail or otherwise furnish a copy thereof to the Contractor. The decision of the Contracting Officer shall be final and conclusive unless, within 30 days from the date of receipt of such copy, the Contractor mails or otherwise furnishes to the Contracting Officer a written appeal addressed to the Secretary. The decision of the Secretary or his duly authorized representative for the determination of such appeals shall be final and conclusive unless determined by a court of competent jurisdiction to have been fraudulent, or capricious, or arbitrary, or so grossly erroneous as necessarily to imply bad faith, or not supported by substantial evidence. In connection with any appeal proceeding under this clause, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the performance of the Agreement and in accordance with the Contracting Officer's decision. (b) This "Disputes" Clause does not preclude consideration of law questions in connection with decisions provided for in subsection (a) above: Provided, That nothing in this Agreement shall be construed as making final the decision of any administrative official, representative, or board on a question of law. 22. Work Hours Act of 1962-Overtime Compensation This Agreement, to the extent that it is of a character specified in the Work Hours Act of 1962 (Public Law 87-581, 76 Stat. 357-360) and is not covered by the Walsh-Healey Public Contracts Act (41 U.S.C. 35-45), is subject to the following provisions and to all other provisions and exceptions of said Work House Act of 1962. (a) No Contractor or subcontractor contracting for any part of the contract work shall require or permit any laborer or mechanic to be employed on such work in excess of eight hours in any calendar day or in excess of forty hours in any workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times his basic rate of pay for all hours worked in excess of eight hours in any calendar day or in excess of forty hours in such workweek, whichever is the greater number of overtime hours. (b) In the event of any violation of the provisions of subparagraph (a), the Contractor and any subcontractor responsible for such violation shall be liable to any affected employee for his unpaid wages. In addition, such Contractor or subcontractor shall be liable to the United States for liquidated damages. Such liquidated damages shall be computed, with respect to each individual laborer or mechanic employed in violation of the provisions of subparagraph (a), in the sum of $10 for each calendar day on which such employee was required or permitted to work in excess of eight hours or in excess of forty hours in a workweek without payment of the required overtime wages. (c) The Contracting Officer may demand payment from the Contractor, or cause to be withheld from any moneys payable on account of work performed by a subcontractor, the full amount of wages required by this Agreement and such sums as may administratively be determined to be necessary to satisfy any liabilities of such Contractor or subcontractor for liquidated damages as provided in subparagraph (b). 23. Convict labor In connection with the performance of work under this Agreement, the Contractor agrees not to employ any person undergoing sentence of imprisonment at hard labor. 24. Nondiscrimination in Employment-Equal Employment During the performance of work under this Agreement, the Contractor agrees as follows: (a) The Contractor will not discriminate against any employee or applicant for employment because of race, creed, color, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, creed, color, or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Government setting forth the provisions of this nondiscrimination clause. (b) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, creed, color, or national origin. (c) The Contractor will send to each labor union or representative of workers with which he has a collective-bargaining agreement or other contract or understanding, a notice to be provided by the Contracting Officer, advising the said labor union or workers' representative of the Contractor's commitments under this Nondiscrimination clause, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (d) The Contractor will comply with all provisions of Executive Order No. 10925 of March 6, 1961, as amended, and of the rules, regulations, and relevant orders of the President's Committee on Equal Employment Opportunity created thereby. (e) The Contractor will furnish all information and reports required by Executive Order No. 10925 of March 6, 1961, as amended, and by the rules, regulations, and orders of the said Committee, or pursuant thereto, and will permit access to his books, records, and accounts by the Government and the Committee for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (f) In the event of the Contractor's noncompliance with the Nondiscrimination clause of this Agreement or with any of the said rules, regulations, or orders, this Agreement may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 10925 of March 6, 1961, as amended, and such other sanctions may be imposed and remedies invoked as provided in the said Executive Order or by rule, regulation, or order of the President's Committee on Equal Employment Opportunity, or as otherwise provided by law. (g) The Contractor will include the provisions of the paragraphs (a) through (g) in every subcontract or purchase order unless exempted by rules, regulations. or orders of the President's Committee on Equal Employment Opportunity issued pursuant to Secttion 303 of Executive Order No. 10925 of March 6, 1961, as amended, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the Contracting Officer may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, That in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the Contracting Officer, the Contractor may request the United States to enter into such litigation to protect the interests of the United States. 25. Officials Not to Benefit No member of or delegate to Congress or resident commissioner, shall be admitted to any share or part of this Agreement, or to any benefit that may arise therefrom; but this provision shall not be construed to extend to this Agreement if made with a corporation for its general benefit. 26. Covenant Against Contingent Fees The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement 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 Contractor for the purpose of securing business. For breach or violation of this warranty the Government shall have the right to annul this Agreement without liability or in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee. 27. Utilization of Small Business Concerns (a) It is the policy of the Government as declared by the Congress that a fair proportion of the purchases and contracts for supplies and services for the Government be placed with small business concerns. (b) The Contractor agrees to accomplish the maximum amount of subcontracting to small business concerns that the Contractor finds to be consistent with the efficient performance of this Agreement. 28. Utilization of Concerns in Labor Surplus Areas It is the policy of the Government to place contracts with concerns which will perform such contracts substantially in areas of persistent or substantial labor surplus where this can be done, consistent with the efficient performance of the contract, at prices not higher than are obtainable elsewhere. The Contractor agrees to use his best efforts to place his subcontracts in accordance with this policy. In complying with the foregoing and with subparagraph 27(b) of this Agreement the Contractor in placing his subcontracts shall observe the following orders or preference: (a) persistent labor surplus areas concerns which are also small business concerns; (b) other persistent labor surplus area concerns; (c) substantial labor surplus area concerns which are also small business concerns; (d) small business concerns which are not labor surplus area concerns. 29. Buy American Act In the performance of the work covered by this Agreement the Contractor, subcontractors, material men or suppliers, shall use only such unmanufactured articles, materials, and supplies as have been mined or produced in the United States, and only such manufactured articles, materials, and supplies as have been manufactured in the United States substantially all from articles, materials, or supplies mined, produced, or manufactured, as the case may be, in the United States. The foregoing provision shall not apply to such articles, materials, or supplies of the class or kind to be used or such articles, materials, or supplies from which they are manufactured, as are not mined, produced, or manufactured, as the case may be, in the United States in sufficient and reasonably available commercial quantities and of a satisfactory quality, or to such articles, materials, or supplies as may be excepted by the Secretary of the Interior under the proviso of Title III, Section 3, of the Act of Congress approved March 3, 1933 (U.S. Code, Title 41, Sec. 10b). 30. Patents and Data (a) As used in this patent section, the following terms have the definitions given herein. (i) The terms "Subcontract" and "Subcontractor" mean any subcontract or subcontractor of the Contractor, and any lower-tier subcontract or subcontractor under this Agreement. Except as otherwise provided in this Agreement, the term "subcontracts" includes purchase orders under this Agreement. (ii) The term "Subject Invention" means any invention, discovery, improvement, or development (whether or not patentable) conceived and first actually reduced to practice, in the performance of the work called for under Section 3(b) of this Agreement. (iii) The term "Scientific and Technical Personnel" means any person employed by or working under contract with the Contractor (other than a subcontractor whose responsibilities with respect to rights occurring to the Government in inventions arising under subcontracts are set forth in subparagraph (b) of this Section) who by reason of the nature of his duties in connection with the performance of his contract might reasonably make inventions. (b) (i) The Contractor agrees that it will promptly disclose to the Contracting Officer each Subject Invention and that subject to exceptions in (b) (ii), it will assign and transfer to the Government, as represented for this purpose by the Secretary of the Interior, full and entire domestic right, title and interest in and to such Subject Inventions. The Contractor warrants that it has or will have full authority to make such assignments by reason of agreements with all of its scientific and technical personnel who will be engaged in work under this contract to assign to the Contractor all discoveries and inventions made within the scope of their employment. The Contractor shall require the inclusion of patent rights section containing paragraphs (a), (b), and (f) of this patent rights section in any employment agreements and in any subcontracts hereunder, except subcontracts for the purchase of supplies. (ii) Where the Subject Invention made in the course of or under the Agreement is not a primary object of the Agreement as specified in Section 3(b), the Contracting Officer, with the concurrence of the Solicitor of the Department of the Interior, shall determine the disposition of rights therein in accordance with the President's Patent Policy Statement of October 10, 1963. (iii) Foreign rights in any Subject Invention shall be determined by the Contracting Officer, with the concurrence of the Solicitor of the Department of the Interior, after such Subject Invention is identified. (iv) The Government will contemporaneously grant to the Contractor an irrevocable non-exclusive royalty-free license in and to any Subject Invention assigned and transferred to the Government under this subsection. (c) The Government hereby gives its authorization and consent (without prejudice to its rights of indemnification) for all use and manufacture, in the performance of this Agreement or any part thereof or any amendment hereto or any subcontract hereunder (including any lower-tier subcontract), of any invention described in and covered by a patent of the United States (i) embodied in the structure or composition of any article the delivery of which is accepted by the Government under this Agreement, or (ii) utilized in the machinery, tools, or methods the use of which necessarily results from compliance by the Contractor or the using subcontractor with (a) specifications or written provisions now or hereafter forming a part of this Agreement, or (b) specific written instructions given by the Contracting Officer directing the manner of performance. The Contractor's entire liability to the Government for infringement of a patent of the United States shall be determined solely by the provisions of the indemnity clause included in this Agreement and the Government assumes liability for all other infringement to the extent of the authorization and consent hereinabove granted. (d) The Contractor shall indemnify the Government and its officers, agents, and employees against liability, including costs, for infringement of any United States letters patent (except letters patent issued upon an application which is now or may hereafter be kept secret or otherwise withheld from issue by order of the Government) arising out of or in the course of the performance of this Agreement. The foregoing indemnity shall not apply unless the Contractor shall have been informed as soon as practicable by the Government of the suit or action alleging such infringement, and shall have been given such opportunity as is afforded by applicable laws, rules, or regulations to participate in the defense thereof; and further, such indemnity shall not apply if: (i) the infringement results from compliance with specific written instructions of the Contracting Officer directing a specific change in the supplies to be delivered or in the materials or equipment to be used, or directing a specific manner of performance of this Agreement not normally used by the Contractor; or (ii) the infringement results from addition to, or change in, such supplies or components furnished or construction work performed which addition or change was made subsequent to delivery or performance by the Contractor; or (iii) the claimed infringement is settled without the consent of the Contractor, unless required by final decree of a court of competent jurisdiction. (e) The Contractor shall report to the Contracting Officer, promptly and in reasonable written detail, each notice or claim of patent infringement based on the performance of this Agreement of which the Contractor has knowledge. In the event of litigation against the Government on account of any claim of patent infringement arising out of the performance of this Agreement or out of the use of any supplies furnished or work or service performed hereunder, the Contractor shall furnish to the Government, upon request, all evidence and information in possession of the Contractor pertaining to such litigation. Such evidence and information shall be furnished at the expense of the Government except in those cases in which the Contractor has agreed to indemnify the Government against the claim being asserted. (f) The Contractor shall annually submit to the Contracting Officer a report listing all Subject Inventions. If to the best of the Contractor's knowledge and belief no Subject Inventions have resulted from work performed during the reporting period, the Contractor shall so certify. (g) All information derived from the performance of the work called for under Section 3(b) of this Agreement, and all technical data and reports required hereunder shall not be copyrighted and shall become the property of the Government, and the Contractor, without additional compensation, hereby grants to the Government the full right to use or publish the data and reports or any portion thereof, and have others do so, for any purpose without limitation. The Contractor agrees not to publish or make available to others, except representatives of the Contracting Officer, the results of the work under Section 3(b) of this Agreement or any information concerning the same, without approval in writing from the Contracting Officer. 31. Term of Contract The term of contract shall run from April 30, 1965, to April 30, 1970. The United States of America, by (Signed) J. T. FOUKE, President. (Signed) DONALD L. McKERNAN, Director, Bureau of Commercial Fisheries, Department of the Interior. EXHIBIT 6 Contract between the Department of the Interior and Pierre Laclede Fur Company, August 30, 1965 Contract No. 14-17-0007-322 CONTRACT FOR RESEARCH AND DEVELOPMENT IN PROCESSING SEALSKINS This Contract, entered into this 30th day of August, 1965, pursuant to the provisions of the Act of February 26, 1944 (58 Stat. 100), as amended by the Act of September 27, 1950 (64 Stat. 1071), hereinafter collectively referred to as the "Act", by and between the United States of America (hereinafter called the "Government"), represented by the Director, Bureau of Commercial Fisheries of the Department of the Interior, acting as Contracting Officer, and Pierre Laclede Fur Company, 11679 Gravois Road, St. Louis 26, Missouri, a Missouri corporation doing business in St. Louis, Missouri, (hereinafter called the "Contractor"), witnesseth that: Whereas, pursuant to the provisions of the Act, the Secretary of the Interior is authorized and directed to provide, through the Fish and Wildlife Service, for the protection, utilization, and administration of the fur-seal herd of the North Pacific Ocean consistent with the proper conservation and development of the resource; and Whereas, the Secretary of the Interior, pursuant to his authority under the Act, has determined that it is in the public interest to process sealskins for use |