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WHEREAS, as used herein, the following contractors whose claim was included in his terms shall have the meanings hereinafter claim a substantially similar certifcato. set forth:

(b) The Contractor hereby transfers and (a) The term “termination Inventory" conveys to the Government all the right, means any Items of physical property pur title, and interest, u any, which the Contracchased, supplied, manufactured, furnished. tor has received, or is entitled to receivo, or otherwise acquired for performance of the in and to subcontract termination inven

contract and properly allocable to the termi. tory, it any, not otherwise properly noog 9 nated portion of the

contract. The term counted for, and hereby assigns to the Gove laice does not include any facilities, material, pro ernment any and all of his rights relating 3 uden duction or other equipment, or special tool thereto.

Ing, which are subject to a separate contract ARTICLE 3. The Contractor certides that, e meter or a special contract provision governing the with respect to all items of termination in

or disposition thereof. Termination ventory the costs of which were taken into (140 14 inventory may include contractor-acquired account in arriving at the amount of this ucteur property and Government-furnished prop settlement, or in the settlement of any subentret? erty as defined below.

contract claim included in this settlement: (1) "Contractor-acquired property" means (a) all such items are properly allocable to o the re property procured or otherwise provided by the terminated portion of the contract; (b) Des us the contractor for the performance of a such items are not in excess of the reasonablo e usdu contract, whether or not the Government has quantitative requirements of the terminated berapa title by the terms of the contract or exercises portion of the contract; (c) such items do under its contractual right to take title.

not include any items reasonably usablo, (2) "Government-furnished property" without loss to the Contractor, on bis other

means property in the possession of or work; and (d) the Contractor has informed gremo acquired directly by the Government, and the Contracting omcer of any substantial eimber subsequently dellvered or otherwise made change in the status of such items between after ou available to the Contractor.

the dates of his termination inventory schednetleme (b) The term "subcontract" means nay

ules and the date of this agreement. contract, as defined in $ 1-1.208 of the Fed ARTICLE 4. In all cases where the Contrao

oral Procurement Regulations (41 CFR tor has not previously made such payments, ENT OI

1-1.208), other than a prime contract, on the Contractor shall, within ten (10) days dsy d.

tered into by & prime contractor or a sub after receipt of the payment provided for the contractor, calling for supplies or services hereunder, pay to each of bis immediato Cats required for the performance of any one or

subcontractors (or to their respective asmore prime contracts.

signees) the respective amounts to which (c) The term "scrap" means property they are entitled, after deducting. If the which has no reasonable prospect of being

Contractor so elects, any amounts then duo sold except for the recovery value of its and payable to the Contractor by such subbasic material content.

contractors. budza

Now, THEREFORE, the parties hereto do ARTICLE 5. (a) The Contractor has received mutually agree as follows:

the sum of $.----- on account of work and ARTICLE 1. The Contractor certides that services performed, or articles delivered, unall contract termination inventory (includ der the contract prior to the effective dato

ing scrap) has been retained or otherwise of termination. The Government as part of No.

acquired by him, sold to third parties, re this negotiated settlement bereby confirms turned to suppliers, stored for the Govern and acknowledges the right of the Contrac

ment, dellvered to the Government, or other tor, subject to the provisions of Article 8 -supply wise properly accounted for, and all proceeds hereof, to retain such sum heretofore paid tow or retention prices thereof, if any, have been

and agrees that such sum constitutes a portaken into account in arriving at this agree

tion of the total amount to which the Con- Det ment.

tractor 18 entitled in complete and inal sota ARTICLE 2. (a) The Contractor certides

tlement of the contract. Dertum that, prior to the execution of this agree

(b) In addition, upon execution of this til ment, each of the Contractor's immediate

agreement the Government agrees to pay to terende subcontractors whose claim 18 included in the

the Contractor or his assignee, upon prestrost clalm settled by this agreement has fur

entation of proper invoices or vouchers, tho

sum of $------ [Insert net amount of setCocte alshed to the Contractor a certificate stating

tlement], arrived at by deducting from the ten (1) that all of his subcontract termination

sum of $--- (Insert gross amount of setof Cr Inventory (including scrap) has been re tlement less amount set forth in Article Coroa tained or otherwise acquired by him, sold to 5(a) above), (1) the amount of $-----Cole Hi third parties, returned to suppliers, stored representing all unliquidated partial or prog

thed for the Government, delivered to the Gov ress payments previously made on account statt ernment, or otherwise properly accounted for,

to the Contractor or his assignee and all un200 $ and all proceeds or retention prices thereof, liquidated advance payments (with Interest, Pied If any, were taken into account in arriving of any, thereon) and (2) the amount of Date at the settlement of the subcontract or sub $.----- representing all applicable property di contracts, and (2) that the subcontractor has disposal credits. (and (3) the amount of received from eacb of the immediate sub

representing all other amounts due

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Procurement Regulations (41 CFR Part 1-8). ment of allei

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et except rebates, credits, or other accounts not now
B). Said known to the Government, together with
t of set interest thereon, now due or which may be
ms here come due the Contractor from third parties
full and to the extent that such amounts arise out
due the of transactions for which reimbursement has
e termi been made to the Contractor under the con-

and of tract. Any such amounts which may here-
ne Con after become due to the Contractor from any
he con third party or other source shall be paid to
n Arti the Government within 30 days after recelpt

by the Contractor. Interest at 6 percent per er pro annum shall accrue and shall be paid to the

rights Government on any such accounts as remain ne con unpaid after the 30-day period.

(1) All rights and liabilities, if any, of the

parties under the Renegotiation Act of 19.. Jed to (Insert reference to applicable Renegotiation uently Act.)

event (g) All rights and Habilities of the parties agree arising under the contract articles, if any e sug or otherwise which relate to reproduction cepted rights, patent infringements, inventions, and e dis applications for patent and patents, include cover ing rights to assignments, invention reporta

in a and licenses, covenants of indemnity against cy or

patent risks, and bonds for patent Indemnity
rence obligations, together with all rights and lis-
- pro bilities under any such bond.

this (h) All rights and labilities of the partles
and under the contract relating to options (ex

:
the cept options to continue or increase the
cable work under the contract), covenants not to
eser compete, and covenants of indemnity.

(1) All rights and llabilities of the parties the under agreements with respect to the future the

care and disposition by the Contractor of cep

Government-owned property remaining In
ame

his custody.
set (1) All rights and llabilities of the parties
3 or

under the contract with respect to any con-
unts tract termination inventory stored for the
on Government pursuant to Article 1 hereof.

(k) All rights and llabilities of the parties the under the contract with respect to any and

m all Government property furnished to or 80 aed quired by the Contractor for the performance her

of this contract. nd

(1) All rights and liabilities of the parties ch arising under the contract, or otherwise, con

cerning defects in, or guarantees or warran-
ect ties relating to, any articles or component

parts furnished to the Government by the
Contractor pursuant to the contract or this
agreement.

(m) All rights and liabilities, if any, of
the parties under those clauses inserted in
the contract because of the requirements
of statutes and Executive orders, including
without limitation, any applicable clauses
relating to the following topics: labor law
contingent fees, domestic articles, employ-
ment of aliens, and "officials not to benefit."
[If the contract contains clauses of this
character inserted for reasons other than
requirements of statutes or Executive orders,
the suggested language should be appropri
ately modified.)

In Witness Whereof, etc. are o
486
m Witritiw

Insert t $1+8.806-5 Settlement agreement for

to be ve use in settling cost-reimbursement type prime contracts after complete 11 there

separate termination where settlement is

ARTICL limited to fee.

provision THIS SUPPLEMENTAL AGREEMENT OF SETTLE

rights an MEST, entered into this

day of contract 19.. between the UNITED STATES [The to OF AMERICA (hereinafter called "the Govern rights ar ment") represented by the Contracting Of those wh teer executing this contract, and

served, a. (8) A corporation organized and existing scrutinize under the laws of the State of..-

ment is
(b) A partnership consisting of... gested lai
(0) An Individual doing business as items on

cretion of (bereinafter called "the Contractor").

more accu WITNESSETH THAT:

particular WHEREAS, the Contractor and the Govern completen ment have entered into Contract No.

to the nu under date of

19.- which, to vision cov gether with any and all amendments, method of changes, modifications, and supplements liabilities thereto, is hereinafter referred to as "the following contract"; and

any addit WHEREAS, the Termination for Default or required.) for Convenience of the Government clause of the contract provides that the perform

(a) All

the partie ance of work under the contract may at the 19.- (inse convenience of the Government be terminated by the Government in whole, or from

tiation Act time to time in part, whenever the Con

(b) All tracting Officer shall determine that such

arising un termination is in the best interest of the

or otherw Government, and that the Contractor and

rights, pat Contracting Officer may agree upon the

applicatior whole or any part of the amount to be paid

ing rights and license patent risk

obligations the Government advised the

labilities u

(c) All r under the cept option

ng

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Contractor of the complete termination of
the contract for the convenience of the
Government; and

under the
WHEREAS, this settlement agreement 18

pete, and cc Imited to adjustment of the fee.

(d) All r NOW, THEREFORE, the parties hereto do under agree mutually agree as follows:

care and d ARTICLE 1. (A) The Contractor has recelved Governmen the sum of $..... on account of his fee his custody. under the contract prior to the effective date

(e) All ri of termination.

under the (b) In addition, upon execution of this

all Govern kareement, the Government agrecs to pay

quired by the to the Contractor or his assignee, upon pres

of this conti entation of proper Invoices or vouchers, the

(1) All ri sum of $...... (Insert net amount to be

arising unde paid on account of feel. Sald sum, together

cerning der with all other sums heretofore paid on ac

ranties relat

parts furnis count of fee, constitutes payment in full

Contractor ad complete settlement of the amount due

agreement. the Contractor on account of his fee under

(g) All H the parties the contract statutes and without lim relating to t contingent 1

e

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81-8.806–5 Settlement agreement for (Insert this Article 2 only if there are costa

use in settling cost-reimbursement to be vouchered out (see $ 1-8.402(a)) or type prime contracts after complete

1 there are costs to be covered later by a termination where settlement

separate settlement agreement.) limited to fee.

ARTICLE 3. Notwithstanding any other

provision of this agreement the following THIS SUPPLEMENTAL AGREEMENT OF SETTLE

rights and liabilities of the parties under the MENT, entered into this

day of

contract are hereby reserved: 19.. between the UNITED STATES

(The following list of reserved or excepted OF AMERICA (hereinafter called "the Govern

rights and liabilities is. Intended to cover ment") represented by the Contracting Oi those which should most frequently be reficer executing this contract, and

served, and which should in any event be (a) A corporation organized and existing scrutinized at the time a settlement agree under the laws of the State of..---

ment is signed (see $ 1-8.209–2). The sug(b) A partnership consisting oi.-------; gested language of the enumerated excepted (c) An individual doing business ag items on the list may be varied in the dis

cretion of the Contracting Officer to cover (herelnafter called “the Contractor").

more accurately the exceptions needed in a WITNESSETH THAT:

particular case. Where greater accuracy or WHEREAS, the Contractor and the Govern completeness may be achieved by a reference ment have entered into Contract No.

to the number of the contract clause or prounder date of

---, 19-- which, to vision covering the matter in question, this gether with any and all amendments, method of enumerating reserved rights and changes, modifications, and supplements llabilities may be followed. Omit any of the thereto, is hereinafter referred to as "the following which are not applicable and add contract"; and

any additional exceptions or reservations WHEREAS, the Termination for Default or required.) for Convenience of the Government clause (a) All rights and llabilities, if any, of of the contract provides that the perform the parties under the Renegotiation Act of ance of work under the contract may at the 19.. (Insert reference to applicable Renegoconvenience of the Government be termi tiation Act]. nated by the Government in whole, or from (b) All rights and liabilities of the parties time to time in part, whenever the con arising under the contract articles, if any, tracting Officer shall determine that such or otherwise which relate to reproduction termination is in the best interest of the rights, patent infringement, Inventions, and Government, and that the Contractor and applications for patent and patents, includContracting Officer may agree upon the Ing rights to assignments, invention reports whole or any part of the amount to be paid and licenses, covenants of indemnity against to the Contractor by reason of such termi patent risks, and bonds for patent indemnity nation; and

obligations, together with all rights and WHEREAS, by notice of termination dated liabilities under any such bond.

the Government advised the (c) All rights and liabilities of the parties Contractor of the complete termination of under the contract relating to options (exthe contract for the convenience of the cept options to continue or increase the work Government; and

under the contract), covenants not to comWHEREAS, this settlement agreement 18 pete, and covenants of indemnity. ilmited to adjustment of the fee.

(d) All rights and liabilities of the parties Now, THEREFORE, the parties hereto do under agreement with respect to the futuro mutually agree as follows:

care and disposition by the Contractor of ARTICLE 1. (a) The Contractor has received Government-owned property remaining in the sum of $-----

on account of his fee his custody. under the contract prior to the effective date

(e) All rights and llabilities of the parties of termination.

under the contract with respect to any and (b) In addition, upon execution of this

all Government property furnished to or acagreement, the Government agrees to pay

quired by the Contractor for the performanco to the Contractor or his assignee, upon pres

of this contract.

(1) All rights and llabilities of the parties entation of proper invoices or vouchers, the arising under the contract, or otherwise, conBum of $.-(insert net amount to be

cerning defects in, or guarantees or warpald on account of feel. Said sum, together ranties relating to, any articles or component with all other sums heretofore paid on ac

parts furnished to the Government by the count offee, constitutes payment in full

Contractor pursuant to the contract or this and complete settlement of the amount due agreement. the Contractor on account of his fee under

(g) All rights and llabilities, if any, of the contract.

the parties under those clauses Inserted in ARTICLE 2. The Contractor's allowable costs

the contract because of the requirements of under the contract will be paid in accord

statutes and Executive orders, including,

without limitation, any applicable clausen ance with the applicable provisions of the relating to the following topics: labor law, contract and of Part 1-8 of the Federal contingent fees, domestic articles, employ. Procurement Regulations (41 CFR Part 1-8). ment of allens, and "oficials not to beneat.“

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by reason of its termination, shall be deemed Octobe
to be concluded; except as follows:

of this
(1lst reserved or excepted rights and lla-

for det blites; see $ 1-8.209-2 and Article 6 of the

in inve agreements set forth in f 1-8.806–1.)

sponsor In Witness Whereof, etc.

tracts,

velopm PART 1-9—PATENTS, DATA, AND

from ea COPYRIGHTS

and to Subpart 1-9.1—Patents

ity. In 1-1.100 Scope of subpart.

heads 1-9.101–1-9.106 (Reserved]

centives
1-4101 Patent rights under contracts for and the

research and development. petition
1-4107-1 General.
1-9107-2 [Reserved]
1-9.107-3 Policy.
1-9.107-4 Procedures.
19.107-5 Clauses for domestic contracts

extent th
(long form).

cific stat
1-4.107-8 Clauses for domestic contracts ment bet

(short form).
1-9.107-7 Clause for foreign contracts.

foreign
1-8.108 (Reserved]

with this

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FPR sys
and supp

(b) A1

ern

s char.

further payments or to carry out other un equire

dertakings in connection with sald termlrs, the

nated portion, and the Government acknowl.
Tlately

edges that the Contractor has no obligation
to perform further work or services or to
make further deliveries of articles or mate-

rials under the terminated portion of the
agree

contract: Provided, however, That nothing

herein contained shall impair or affect in STTLE any way any other covenants, terms or consy of

ditions of the contract: And provided fur TATES ther, That, with respect to the terminated vern portion of the contract, the following righta

and liabilities of the parties are reserved:

[List reserved or excepted rights and llasting bilities; see $ 1-8.209-2 and Article 7 of the

agreement set forth in § 1-8.806–2.]

In Witness Whereof, etc.
§ 1-8.806–7 No-cost settlement agree

ment-complete termination.
THIS SUPPLEMENTAL AGREEMENT OF SETTLE-
MENT, entered into this

day of
19.- between the UNITED STATES
to-

OF AMERICA (hereinafter called "the Governnts, ment"), represented by the Contracting of ents

cer executing this contract, and the

(a) A corporation organized and existing

under the laws of the State of ----
the (b) A partnership consisting of
the (c) An individual doing business M
be
or (hereinafter called "the Contractor").
zny

WITNESSETH THAT:
for WHEREAS, the Contractor and the Govern.
nd ment have entered into Contract No.

under date of ----, 19.- which, togeth-
he er with any and all amendments, changes,

modifications, and supplements thereto, ad hereinafter referred to as "the contract"; and ed

WHEREAS, the contract provides that the
ed performance of work thereunder may at the

convenience or option of the Government be
terminated by the Government in whole, or
from time to time in part, whenever any such
termination is determined to be for the best
interest of the Government, and that the
Contractor and Contracting Officer may agree
upon the whole or any part of the amount
or amounts to be paid to the Contractor by
reason of such termination; and
WHEREAS, by notice of termination dated

19--, the Government advised
the Contractor of the termination of the
contract for the convenience or at the option
of the Government; and

WHEREAS, the Contractor is willing to walve unconditionally any claim against the Government by reason of such termination.

Now, THEREFORE, the parties hereto agree as follows:

ARTICLE 1. The Contractor hereby unconditionally walves any claim against the Gore ernment by reason of the termination of the contract and, except as set forth below, releases it from any and all obligations arising under the contract or by reason of its termination; and the Government agrees that

all obligations arising under the contract of 38

cer

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the provi 14.109 Administration of Patent Rights the use o clauses.

fications 1-2.109-1 Patent rights follow-up.

permissib 1-4.100-2 Follow-up by contractor.

clauses ar
1-42.109-3 Follow-up by Government.

ments of
1-9.109-4 Remedies.
1-8.109-5 Conveyance of Invention rights (c) CO-
acquired by the Government.

venture
14.109–6 Retention of greater rights.

subpart a AUTHORITY: Sec. 205(c), 63 Stat. 390 (40 to co-spo US.C. 488(c)).

venture re SOURCE: 40 FR 19814, May 7, 1975, unless mines the otherwise noted.

under the

required t Subpart 1-9.1—Patents

tion of fu 11-9.100 Scope of subpart.

the princi This subpart sets forth policies, pro

However, & cedures, and contract clauses with re

low the pr spect to inventions made in the course

extent pra of or under a contract or subcontract

(d) Back
entered into with or for the benefit of in this sul
the Government where a purpose is the

the use of
conduct of experimental
, developmental,

sions conc
of research work. The policies, proce-

background
dures, and contract clauses may also be
used in grants, agreements, and other

§ 1-9.107-
arrangements as agencies deem appro-

§ 1-9.107

(a) The acquire or the princip out the wo made in th tract where

(1) A pris is to create ucts, proces

priate
811-9.101–1–9.106 [Reserved)
$1–9.107 Patent rights under contracts

for research and development.
{1-9.107-1 General.
(a) Introduction. On August 23, 1971,
the President issued a statement of Gov-
ernment Patent Policy (36 FR 16887, intended for
August 26, 1971) applicable to all execu-
tre departments and agencies, revising able for use
aprtor Statement of Policy (28 FR 10943, home or ab

are otherwis

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October 12, 1963). Essentially, the goals by reason of its termination, shall be deemed to be concluded; except as follows:

of this Statement are to provide criteria (1 1st reserved or excepted rights and lla

for determining the allocation of rights bulties; see § 1-8.209-2 and Article 6 of the

in inventions resulting from federally agreements set forth in § 1-8.806–1.)

sponsored research and development conIn Witness Whereof, etc.

tracts, to promote their expeditious de

velopment so that the public can benefit PART 1-9-PATENTS, DATA, AND

from early civilian use of the inventions, COPYRIGHTS

and to ensure their continued availabilSubpart 1-9.1—Patents

ity. In applying this regulation, agency Sec.

heads must weigh both the need for in1-9.100 Scope of subpart. 1-9.101—1-9.106 (Reserved)

centives to draw forth private initiatives, 1-9.107 Patent rights under contracts for and the need to promote healthy com

research and development. petition in industry. Consistent with the 1-9.107-1 General.

FPR system, agencies may implement 1-9.107–2 (Reserved]

and supplement this subpart. 1-9.107-3 Policy.

(b) Applicable statutes. Except to the 1-9.107-4 Procedures.

extent that agencies are governed by spe1-9.107-5 Clauses for domestic contracts (long form).

cific statutes or by any treaty or agree1-9.107-6 Clauses for domestic contracts ment between the United States and any (short form).

foreign country that are inconsistent 1-9.107-7 Clause for foreign contracts. with this subpart, agencies shall follow 1-9.108 (Reserved]

the provisions of this subpart, including 1-9.109 Administration of Patent Rights

the use of the prescribed clauses. Modiclauses.

fications to the prescribed clauses are 1-9.109-1 Patent rights follow-up. 1-9.109–2 Follow-up by contractor.

permissible to the extent that these 1-9.109–3 Follow-up by Government.

clauses are inconsistent with the require1-9.109-4 Remedies.

ments of statutes, treaties, or agreements, 1-9.109-5 Conveyance of invention rights (c) Co-sponsored, cost sharing, or joint acquired by the Government.

venture research. The provisions of this 1-9.109-8 Retention of greater rights.

subpart are not mandatorily applicable AUTHORITY: Sec. 205 (c), 63 Stat. 390 (40 to co-sponsored, cost sharing, or joint U.S.C. 486(c)).

venture research when the agency deterSOURCE: 40 FR 19814, May 7, 1975, unless

mines that in the course of the work otherwise noted.

under the contract the contractor will be Subpart 1-9.1—Patents

required to make a substantial contribu

tion of funds, facilities, or equipment to 8 1-9.100 Scope of subpart.

the principal purpose of the contract. This subpart sets forth policies, pro

However, agencies are encouraged to folcedures, and contract clauses with re

low the provisions of this subpart to the spect to inventions made in the course

extent practicable. of or under a contract or subcontract

(d) Background patent rights. Nothing entered into with or for the benefit of

in this subpart is intended to preclude the Government where a purpose is the

the use of appropriate contract proviconduct of experimental, developmental, sions concerning rights in contractor's or research work. The policies, proce

background patents.
dures, and contract clauses may also be 8 1-9.107-2 (Reserved]
used in grants, agreements, and other
arrangements as agencies deem appro-

§ 1-9.107-3 Policy.
priate.

(a) The Government shall normally 88 1-9.101-1-9.106 [Reserved)

acquire or reserve the right to acquire

the principal or exclusive rights through § 1-9.107 Patent rights under contracts out the world in and to any invention for research and development.

made in the course of or under a con§ 1-9.107-1 General.

tract where: (a) Introduction. On August 23, 1971,

(1) A principal purpose of the contract the President issued a Statement of Gov

is to create, develop, or improve prodernment Patent Policy (36 FR 16887,

ucts, processes, or methods which are

intended for commercial use (or which August 26, 1971) applicable to all execu are otherwise intended to be made availtive departments and agencies, revising able for use) by the general public at a prior Statement of Policy (28 FR 10943, home or abroad, or which will be re

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