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or higher, the Contractor shall, citing the

(End of clause) thirty (30) day provision below, transmit the proposed application to the Contracting Of. 812-7.151-3 Reporting of royalties (for. ficer for determination whether, for reasons eign). of national security, such application should

Insert the following clause under the be placed under an order of secrecy or

conditions prescribed in DOTPR 12sealed in accordance with the provisions of

9.156 (d)(1). 35 U.S.C. 181-188 or the issuance of a patent should be otherwise delayed under perti

REPORTING OF ROYALTIES (FOREIGN) nent United States statutes or regulations; and the Contractor shall observe any in

(a) If this contract is in an amount which structions of the Contracting Officer with

exceeds fifty thousand United States dollars respect to the manner of delivery of the

($50,000), the Contractor shall report in

writing to the Contracting Officer during patent application to the United States

the performance of this contract the Patent Office for filing, but the Contractor

amount of royalties paid or to be paid by shall not be denied the right to file such

the Contractor directly to others in the perpatent application. If the Contracting Offi

formance of this contract. The Contractor cer shall not have given any such instruc

shall also: (i) Furnish in writing any additions within thirty (30) days from the date

tional information relating to such royalties of mailing or other transmittal of the pro

as may be requested by the Contracting Of. posed application, the Contractor may file

ficer, and (ii) insert a provision similar to the application.

this clause in any subcontract hereunder (b) The Contractor shall furnish to the which involves an amount in excess of the Contracting Officer, at the time of or prior equivalent of fifty thousand United States to the time when the Contractor files or dollars ($50,000). causes to be filed a patent application in the (b) The term "royalties” as used herein United States disclosing any subject matter refers to any costs or charges in the nature of this contract, which subject matter is of royalties, license fees, patent or license classified “Confidential”, a copy of such ap amortization costs, or the like for the use of plication for determination whether, for or for rights in patents or patent applicareasons of national security, such applica- tions. tion should be placed under an order of secrecy or the issuance of a patent should be

(End of clause) otherwise delayed under pertinent United 81271

§ 12–7.151-4 Refund of royalties. States statutes or regulations. (c) Where the subject matter of this con

Insert the following clause under the tract is classified for reasons of security, the conditions prescribed in DOTPR 12Contractor shall not file, or cause to be filed 9.157 in any country, other than in the United States as provided in (a) and (b) of this

REFUND OF ROYALTIES clause, an application or registration for a (a) The contract price includes certain patent containing any of said subject matter amounts for royalties payable by the Conwithout first obtaining written approval of tractor or subcontractors or both, which the Contracting Officer.

amounts have been reported to the Con(d) When filing any patent application tracting Officer. coming within the scope of this clause, the (b) The term “royalties” as used in this Contractor shall observe all applicable secu clause refers to any costs or charges in the rity regulations covering the transmission of nature of royalties, license fees, patent or li. classified subject matter, and shall also cense amortization costs, or the like, for the promptly furnish to the Contracting Officer

use or for rights in patents and patent apthe serial number, filing date, and name of

plications in connection with the performcountry of any such patent application.

ance of this contract or any subcontracts When transmitting the application to the

hereunder. United States Patent Office, the Contractor

(c) The Contractor shall furnish to the shall by separate letter identify by agency

Contracting Officer, before final payment and number the contract or contracts which

under this contract, a statement of royalties require security classification markings to

paid or required to be paid in connection

with the performance of this contract and be placed on the application.

subcontracts hereunder together with the (e) The substance of this clause shall be

reasons therefor. included in all subcontracts which cover or

(d) The Contractor will be compensated are likely to cover classified subject matter. for royalties reported under (c) above only

to the extent that such royalties were included in the contract price and are determined by the Contracting Officer to be the scope of their official duties, a royaltyproperly chargeable to the Government and free, non-exclusive, irrevocable license allowable to the contract. Therefore, to the throughout the world, to publish, translate, extent that any royalties which are included deliver, perform, dispose of, and to authorin the contract price are not in fact paid byize others to so do, all subject data now or the Contractor or are determined by the hereafter covered by copyright. Contracting Officer not to be properly

(3) The Contractor shall report to the

(3) The Contractor shall r chargeable to the Government and allocable

Contracting Officer promptly and in reasonto the contract, the contract price shall be ably written detail, each notice or claim of reduced. Repayment or credit to the Gov

copyright infringement with respect to all ernment shall be made as the Contracting

subject data delivered under this contract. Officer directs.

(c) Nothing contained in this clause shall (e) If, at any time within three (3) years

imply a license to the Government under subsequent to final payment under this con

any patent or be construed as affecting the tract, the Contractor for any reason is re

scope of any license or other right otherwise lieved in whole or in part from the payment of the royalties included in the final con

granted to the Government under any

patent. tract price as adjusted pursuant to paragraph (d) above, the Contractor shall

(d) The Contractor shall not affix any repromptly notify the Contracting Officer of

strictive markings upon any subject data, that fact and shall reimburse the Govern

and if such markings are affixed, the Govment in a corresponding amount.

ernment shall have the right at any time to (f) The substance of this clause, including modify, remove, obliterate or ignore any this paragraph (f), shall be included in any such markings. subcontract in which the amount of royalties reported during negotiation of the sub

(End of clause) contract exceeds $250.

§ 12-7.151-6 Rights in data-title. (End of clause)

Insert the following clause under the 8 12-7.151-5 Rights in data-unlimited conditions prescribed in DOTPR 12contract clause.

9.201-1(b). Alterations in the clause Insert the following clause under the

may be made under the conditions conditions prescribed in DOTPR 12

prescribed in DOTPR 12-9.201-2. 9.201-1(a). Alterations in the clause

RIGHTS IN DATA-TITLE may be made under the conditions prescribed in DOTPR 12-9.201-2.

(a) The term “subject data” as used

herein means recorded information, whethRIGHTS IN DATA-UNLIMITED

er or not copyrighted, that is delivered or (a) The term “subject data” as used

specified to be delivered under this contract. herein means recorded information, wheth

The term includes graphic or pictorial deliner or not copyrighted, that is delivered or

eations in media such as drawings or photospecified to be delivered under this contract.

graphs; text in specifications or related perThe term includes graphic or pictorial delin

formance or design-type documents; maeations in media such as drawings or photo

chine forms such as punched cards, magnetgraphs; text in specifications or related per

ic tape, or computer memory printouts; and formance or photographs: design-type docu. information retained in computer memory. ments; machine forms such as punched

Examples include, but are not limited to, encards, magnetic tape, or computer memory

gineering drawings and associated lists, printouts; and information retained in com specifications, standards, process sheets, puter memory. Examples include, but are

manuals, technical reports, catalog item not limited to, engineering drawings and as identifications, and related information. sociated lists, specifications, standards, proc

The term does not include financial reports, ess sheets, manual, technical reports, cata cost analyses, and similar information incilog item identifications, and related infor dental to contract administration. mation. The term does not include financial (b) All “subject data” first produced in the reports, cost analyses, and similar informa performance of this contract shall be the tion incidental to contract administration. sole property of the Government. The Con

(b) (1) The Government may duplicate, tractor agrees not to assert any rights at use, and disclose in any manner and for any common law or equity and not to establish purpose whatsoever, and have others to so any claim to statutory copyright in such do, all subject data delivered under this con data. Except for his own internal use, the tract.

Contractor shall not publish or reproduce (2) The Contractor agrees to and does such data in whole or in part, or in any hereby grant to the Government, and to its manner or form, nor authorize others so to officers, agents and employees acting within do, without the written consent of the Gov

patent.

ernment until such time as the Government ment, either directly or indirectly through may have released such data to the Public Government prime Contractors or subcon

(c) The Contractor agrees to grant and tractors, the Contractor or its privies (indoes hereby grant to the Government and cluding subcontractors) shall notify the purto its officers, agents, and employees acting chaser or lessee in writing that the product within the scope of their official duties, a was developed under a Department of royalty-free, nonexclusive, and irrevocable Transportation contract containing a Recov. license throughout the world (1) to publish, ery of Development Costs clause and that translate, reproduce, deliver, perform, use, the purchase or lease price of such product and dispose of, in any manner, any and all is less than the price of such product when data not first produced or composed in the sold or leased to other than the Governperformance of this contract but which is ment by an amount no less than the Gov. incorporated in the work furnished under ernment's share under the Recovery of Dethis contract; and (2) to authorize others so velopmental Costs clause. A copy of each to do.

such notice shall be sent to the Contracting (d) The Contractor shall indemnify and Officer. In the event the product is sold or save and hold harmless the Government, its leased to the Government the amoun officers, agents and employees acting within

which the sales or lease price was reduced the scope of their official duties against any by virtue of this clause shall be credited to liability, including costs and expenses, re- the amount recoverable under this clause. sulting from any willful or intentional viola

(c) As may be determined by the Contracttion by the Contractor of proprietary rights,

ing Officer to be fair, reasonable and equitacopyrights, or right of privacy, arising out

ble, the Contractor shall also pay to the of the publication, translation, reproduc

Government up to 33% of all sums hereaftion, delivery, performance, use, or disposi

ter received by, or credited to, the Contraction of any data furnished under this con

tor or its privies (including subcontractors) tract.

as payments under technical agreements (e) Nothing contained in this clause shall

permitting others (1) to sell, lease, or manuimply a license to the Government under

facture the product identified in paragraph any patent or be construed as affecting the

(a) above, or (2) to use any process which is scope of any license or other right otherwise

substantially the same as, or which is directgranted to the Government under any

ly derived from, that developed by the Con

tractor or any of its subcontractors in the (f) Paragraphs (c) and (d) above are not

performance of this contract. applicable to material furnished to the Con

(d) Recovery by the Government under tractor by the Government and incorporat

this clause shall be limited to amounts paid ed in the work furnished under the con

and credited to the Contractor under this tract; Provided, Such incorporated material

contract. Payments to the Government is identified by the Contractor at the time

under this clause shall not be so high as to of delivery of such work.

destroy the Contractor's competitive posi(End of clause)

tion for the product involved, provided that

the product is otherwise reasonably priced 8 12-7.151-7 Recovery of developmental and efficiently and economically produced. costs.

(e) The Contractor shall report to the

Government all sales, leases, licensing Insert the following clause under the agreements, royalties and receipts, which conditions prescribed in DOTPR 12 might reasonably be considered to be sub9.702.

ject to this clause; and the Contractor shall

promptly render accurate, certified accounts RECOVERY OF DEVELOPMENTAL COSTS thereon to the Government at reasonable (a) As may be determined by the contract

intervals. ing officer to be fair, reasonable and equitable, the contractor shall pay to the Govern

(End of clause) ment up to 5% of sums hereafter received

812-7.151-8 Government furnished propby or credited to the Contractor or its privies (including subcontractors) on sales or leases (exclusive of sales or leases to the (a) Except as provided in (b) and (c) U.S. Government, either directly or indi- below. insert the following clause in rectly through Government prime contrac

the contract when property will be tors or subcontractors) of any product which is substantially the same in design as,

furnished by the Government in the or which is directly derived from, that devel

performance of this contract: oped by the Contractor or any of its subcon

GOVERNMENT FURNISHED PROPERTY tractors in the performance of this contract.

(b) In selling or leasing the product identi (a) Property administration. The Contracfied in paragraph (a) above to the Govern- tor shall establish and administer a system

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to control, protect, preserve and maintain Government property in his possession or under his control or that of his subcontractors. Such a system must be satisfactory to the Contracting Officer, and in accordance with this clause and any other requirements of the contract.

(b) Government-furnished property. (1) The Government shall deliver to the Contractor, for use in connection with and under the terms of this contract, the property described as Government-furnished property in the Schedule or specifications, together with such related data and infor mation as the Contractor may request and as may reasonably be required for the intended use of such property (hereinafter referred to as “Government-furnished property”).

(2) The delivery or performance dates for the supplies or services to be furnished by the Contractor under this contract are based upon the expectation that Government-furnished property suitable for use will be delivered to the Contractor at the time stated in the Schedule or, if not so stated, in sufficient time to enable the Contractor to meet such delivery or performance dates.

(3) If the Schedule does not state a date when Government-furnished property will be delivered, the Contractor shall notify the Contracting Officer in writing of the date by which he requires such property to meet the contract delivery or performance dates. The Contractor shall allow a minimum of 30 days for delivery of Government-furnished property, unless a different time is specified in the Schedule. If not received five days before the date it is required by the Contractor, the Contracting Officer shall be so notified.

(4) If Government-furnished property is not delivered to the Contractor by the date specified in the Schedule, or by the date specified by the Contractor pursuant to (3) above, the Contracting Officer shall, upon timely request made by the Contractor, make a determination of the delay, if any, occasioned the Contractor and shall equitably adjust the delivery or performance dates or the contract price, or both, and any other contractual provision affected by any such delay, in accordance with the procedures of the “Changes" clause of this contract.

(5) In the event that Government-furnished property is received by the Contractor in a condition not suitable for intended use (except for such property furnished “as is" or otherwise specified), the Contractor shall upon receipt thereof, notify the Contracting Officer of such fact and, as directed by the Contracting Officer, either (i) return such property at the Government's expense or otherwise dispose of the property, or (ii) effect repairs or modifications. Upon completion of (i) or (ii) above, the Contracting

officer upon request of the Contractor shall equitably adjust the delivery or performance dates or the contract price or both, and any other contractual provisions affected by the return or disposition, or the repair or modification, in accordance with the procedures of the “Changes" clause of this contract.

(6) The foregoing provisions for adustment are exclusive and the Government shall not be liable to suit for breach of contract by reason of any delay in delivery of Government-furnished property or delivery of such property in a condition not suitable for its intended use.

(c) Changes in Government-furnished property. (1) By notice in writing, the Contracting Officer may: (i) Decrease the property provided or to be provided by the Government under this contract, or (ii) substitute other Government-owned property for property to be provided by the Government or to be acquired by the Contractor for the Government under this contract. The Contractor shall promptly take such action as the Contracting Officer may direct with respect to the removal and shipping of property covered by such notice

(2) In the event of any decrease in or substitution of property pursuant to paragraph (c)(1) above, or any withdrawal of authority to use property provided under any other contract or lease, which property the Goyernment had agreed in the Schedule to make available for the performance of this contract, the Contracting Officer, upon the written request of the Contractor or on his own initiative (if the substitution of property causes a decrease in the cost of performance), shall equitably adjust such contractual provisions as may be affected by the decrease, substitution, or withdrawal, in accordance with the procedures provided for in the “Changes" clause of this contract.

(d) Title to property. Title to all property furnished by the Government shall remain in the Government. Title to Government property shall not be affected by the incorporation or attachment thereof to any property not owned by the Government, nor shall such Government property, or any part thereof, be or become a fixture or lose its identity as personalty of reason affixation to any realty.

(e) Use of Government-furnished property. The Government-furnished property shall, unless otherwise provided herein or approved by the Contracting Officer, be used only for the performance of this contract.

(f) Maintenance and repair of Govern. ment property. The Contractor shall maintain and administer, in accordance with sound industrial practice, a program for the maintenance, repair, protection, and preservation of Government property, while in custody of the Contractor. In the event that

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any damage occurs to Government property the risk of which has been assumed by the Government under this contract, the Government shall replace such items or the Contractor shall make such repair of the property as the Government directs: Provided, however, That if the Contractor cannot effect such repair within the time required, the Contractor shall dispose of such property in the manner directed by the Contracting Officer. The contract price includes no compensation to the Contractor for the performance of any repair or replacement for which the Government is responsible, and an equitable adjustment will be made in any contractual provisions affected by such repair or replacement of Government property made at the direction of the Government in accordance with the procedures provided for in the “Changes" clause of this contract. Where replacement parts are provided at the expense of the Government, the parts which are displaced remain the property of the Government. Any repair or replacement for which the Contractor is responsible under the provisions of this contract shall be accomplished by the Contractor at his own expense.

(g) Risk of loss. Unless otherwise provided in this contract, the Contractor assumes the risk of, and shall be responsible for, any loss or damage to Goverment property provided under this contract upon its delivery to him or any of his subcontractors or upon passage of title thereto to the Government as provided in paragraph (d) hereof, except for reasonable wear and tear and except to the entent that such property is justifiably consumed in the performance of this contract. The Contractor shall not be liable for loss or destruction of or damage to Government property if such loss, destruction or damage is due to causes beyond the control and without the fault or negligence of the Contractor or any of his subcontractors.

(h) Access. The Government, and any persons designated by it, shall at all reasonable times have access to the premises wherein any Government property is located, for the purpose of inspecting the Government property, or inventorying the same, or removing any part or all of the same, or for determining compliance with terms of the contract.

(i) Final accounting and disposition of Government property. Upon the completion of this contract, or at such earlier dates as may be fixed by the Contracting Officer, the Contractor shall submit, in a form acceptable to the Contracting Officer, inventory schedules covering all items of Government property not justifiably consumed in the performance of this contract (including any resulting scrap) or not theretofore delivered to the Government, and shall prepare for shipment, deliver f.o.b. origin (unless otherwise provided in the contract), or dispose of the Government property, as

may be directed or authorized by the Contracting Officer. The net proceeds of any such disposal shall be credited to the contract price or shall be paid in such other manner as the Contracting Officer may direct.

(j) Notification. The Contractor shall notify the Contracting Officer as soon as Government-furnished property is no longer required for performance of the contract. All shipments of Government-furnished property not delivered as an end item of the contract shall be effected only upon receipt of shipping instructions signed by the Contracting Officer or his duly authorized representative.

(k) Restoration of Contractor's premises. Unless otherwise provided herein, the Government: (1) May abandon any Government property in place, and thereupon all obligations of the Government regarding such abandoned property shall cease; (2) shall not be under any duty or obligation to restore or rehabilitate, or to pay the costs of the restoration or rehabilitation of, the Contractor's plant or any portion thereof which is affected by the abandonment or removal of any Government property; (3) shall be indemnified against all suits or claims arising out of the Government's failure to restore or rehabilitate the Contractor's property or the property of subcontractors, except for such damage as may be occasioned by the negligence of the Govern. ment, its agents, its employees, or independent contractors.

(1) Communications. All communications issued pursuant to this clause shall be in writing.

NOTE: If this contract is with other than a United States firm or individual, the terms “Government” or “Government-furnished", wherever they appear in the text, are defined as meaning “United States Government."

(End of clause) (b) In negotiated fixed-price contracts, when the Contracting Officer determines it inappropriate to place li. ability on the contractor for loss, destruction, or damage to Governmentfurnished property (e.g., where the cost of insurance against the potential liability is so high as to be unjustified when the value of the property is compared to the contract price), paragraph (g) of the clause shall be deleted and the paragraph (g) set forth in ASPR 7-104.24(c) substituted therefor.

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