CLAUSES FOR COST-TYPE R&D CONTRACTS

(f) The Contractor shall give the Contracting Officer immediate notice in writing of any action or suit filed, and prompt notice of any claim made against the Ccntractor by any subcontractor or vendor which in the opinion of the Contractor, may result in litigation; related in any way to this contract, with respect to which the Contractor may be entitled to reimbursement from the Government.

(9) Notwithstanding (c) above, the Contractor may enter into subcontracts within (i) and (ii) of (a) above, without the consent of the Contracting Officer, if the Contracting officer has approved in writing the Contractor's procurement system and the subcontract is within the scope of such approval.

(h) The Contractor shall (i) insert in each price redetermination or incentive price revision subcontract hereunder the substance of the "Limitation on Payments" paragraph set forth in the appropriate clause prescribed by paragraph 7.108 of the NASA Procurement Regulation, including subparagraph (4) thereof, modified to omit mention of the Government and reflect the position of the Contractor as purchaser and of the subcontractor as vendor, and to omit that portion of subparagraph (3) thereof relating to tax credits, (ii) include in each cost-reimbursement type subcontract hereunder a requirement that each price redetermination incentive price revision subcontract thereunder will contain the substance of the "Limitation on Payments" provision, including subparagraph (4) thereof, modified as outlined in (i) above.

and

(i) ΤΟ facilitate small business participation in subcontracting under this contract, the Contractor agrees to provide progress payments on the fixed-price types of subcontracts of those subcontractors which are small business concerns, in conformity with the standards for customary progress payments stated in paragraphs 503 and 514 of Appendix E of the NASA Procurement Regulation, as in effect on the date of this contract. The Contractor further agrees that the need for such progress payments will not be considered as a handicap or adverse factor in the award of subcontracts.

(b) In contracts of the types listed in 23.201-2 (b), insert the following paragraph (g) in lieu of paragraph (g) of the clause set forth in (a) above.

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CLAUSES FOR COST-TYPE R&D CONTRACTS

(g) Notwithstanding (c) above, the Contractor may enter into subcontracts within (i), (ii), or (iii) of (a) above without the prior written consent of the Contracting Officer, if the Contracting officer has in writing approved the Contractor's procurement system and the subcontract is within the scope of such approval. (AUG 1969)

(c) In contracts without fee with educational institutions, change "(iii)" in paragraph (a) of the clause in (a) above to read:

(iii) provides for the fabrication, purchase, rental, installation, or other acquisition of equipment or of industrial facilities. (JUNE 1978)

(d) In accordance with 12.804, insert the "Equal Opportunity Preaward Clearance of Subcontracts" set forth therein.

clause

7.402-9 Utilization of Small Business Concerns. In accordance with the requirements of 1.707-3 (a), insert the clause set forth therein.

7.402-10 Termination.In accordance with the requirements of 8.702, insert the appropriate clause set forth therein.

7.402-11 Disputes. Insert the clause set forth in 7.103-12.

7.402-12 Renegotiation. Insert the clause set forth in 7.103-13.

7.402-13 Buy American Act. In accordance with the requirements of Part 6, Subpart 1, insert the clause set forth in 6.104-5.

7.402-14 Convict Labor. In accordance with the requirements in Part 12, Subpart 2, insert the clause set forth in 7.104-17.

7.402-15 Walsh-Healey Public Contracts Act. Insert the clause set forth in 12.605.

7.402-16 Contract Work Hours Standards Act-Overtime Compensation. Insert the clause set forth in 12.303-1. Note the introductory language required by 12.303-2 for inclusion in contracts with a State or political subdivision thereof.

7.402-17 Equal Opportunity. In accordance with the Frovisions of 12.804, insert the appropriate clause set forth therein.

1.402-18 officials Not To Benefit Insert the clause set forth in 7.103-19.

NASA PROCUREMENT REGULATION

CONTRACT CLAUSES

7.402-19 Covenant Against Contingent Fees, Insert the clause set forth in 1.503.

7.402-20 Authorization and Consent. Insert the clause prescribed in 9.102 (b).

7.402-21 Notice and Assistance Regarding Patent and Copyright Infringement. Insert the clause set forth in 9.104.

7.402-22 New Technology,__In accordance with the requirements of 9.107-4, insert the clause set forth in 9.107-5 or 9.107-6 as appropriate.

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CFR TITLE 41 CHAPTER 18

CLAUSES FOR COST-TYPE R&D CONTRACTS

7.402-23 Rights in Data. If data is to be delivered under the contract, insert the appropriate clause in accordance with the instructions in 9.203.

7.402-24 Security Requirements. Insert the Security Requirements clause in accordance with 7.104-12, modified in accordance with 7.204-12. In contracts without fee with educational institutions, add the following paragraphs (e), (f), and (9).

(e) In the event a change in security requirements, as provided in paragraphs (b) and (c), results (1) in a change in the security classification of this contract or any element thereof from an unclassified status to a classified status or from a lower classification to a higher classification, or (2) in more restrictive area controls than previously required, the Contractor shall exert every reasonable effort compatible with his established policies to continue the performance of work under the contract in compliance with such change in security classification or requirements. If, despite such reasonable efforts, the Contractor determines that the continuation of work under this contract is not practicable because of such change in security classification or requirements, he shall so notify the Contracting officer in writing.

(f) After receiving such written notification, the Contracting Officer shall explore the circumstances surrounding the proposed change in security classification cr requirements and shall endeavor to work out a mutually satisfactory method whereby the Contractor can continue performance of the work under this contract.

(9) If, upon the expiration of fifteen (15) days after receipt by the Contracting officer of the notification of the Contractor's stated inability to proceed, (1) the application to this contract of such change in security classification or requirements has not been withdrawn, or (2) a mutually satisfactory method for continuing performance of work under this contract has not been agreed upon, the Contractor may request the Contracting Officer to terminate the contract in whole or in part. Thereupon, the Contracting officer shall terminate the contract in whole or in part, as may be appropriate, and such termination shall te deemed a termination under the provisions of the clause of this contract entitled "Termination for the Convenience of the Government."

NASA PROCUREMENT REGULATION

CONTRACT CLAUSES

7.402-25 Government Property. In accordance with 13.703, insert the clause set forth therein.

7.402-26 Insurance-Liability to Third Persons.

(a) Except under the circumstances stated in (b) or (c) below, insert the clause set forth in 7.203-22.

(b) If the contractor claims total immunity from tort liability as a state agency or as a charitable institution, the clause set forth below shall be used in lieu of the clause contained in 7.203-22.

LIABILITY TO THIRD PERSONS (SEPTEMBER 1962)

(a) The Government does not assume any liability to third persons, nor will the Government reimburse the Contractor for his liability to third persons with respect to loss due to death, bodily injury, or damage to property resulting in any way from the performance of this contract or any subcontract thereunder,

(b) The Contractor shall give the Government or its representatives immediate notice of any suit or action filed, or prompt notice of any claim made, against the Contractor arising out of the performance of this contract, the cost and expense of which may be reimbursable to the Contractor under the provisions of this contract. The Contractor shall furnish immediately to the Government copies of all pertinent papers received by the Contractor. The Contractor shall, if required by the Government, authorize representatives of the Government to settle or defend any such claim and to represent the Contractor in or take charge of any litigation in connection therewith. The Contractor may, at his own expense, be associated with the representatives of the Government in the settlement or defense of any such claim or litigation. (end of clause)

(c) If the contractor claims partial immunity from tort liability as a State agency or as a charitable institution (as where work may be performed under the contract in a place or under the conditions where the contractor is not immune from tort liability), the paragraph (e) set forth below may be added to the Insurance-Liability to Third

Persons clause contained in 7.203-22.

(e) Notwithstanding paragraphs (a) and (c) of this clause, (i) the Government does not assume any liability to third persons, nor will the Government reimburse the contractor

CFR TITLE 41 CHAPTER 18