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WHEREAS, as used herein, the following contractors whose claim was included in his terms shall have the meanings hereinafter claim & substantially similar certificato. 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, 11 any, which the Contreson de chased, supplied, manufactured, furnished. tor has received, or is entitled to receive, Uudes or otherwise acquired for performance of the in and to subcontract termination inven
contract and properly allocable to the termi tory, if any, not otherwise properly asUng 491 Dated portion of the contract. The term counted for, and hereby assigns to the Govche lolm does not include any facilities, material, pro ernment any and all of his rights relating les de duction or other equipment, or special tool thereto.
Ing, which are subject to a separate contract ARTICL. 3. The Contractor certides that, de Peter 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 (Inventory may include contractor-acquired account in arriving at the amount of this ruette property and Government-furnished prop settlement, or in the settlement of any subZdent et erty as defined below.
contract claim included in this settlement: (1) "Contractor-acquired property" means (a) all such items are properly allocable to to ten property procured or otherwise provided by the terminated portion of the contract; (b) te et the Contractor for the performance of a such items are not in excess of the reasonablo de contract, whether or not the Government has quantitative requirements of the terminated be tega title by the terms of the contract or exercises portion of the contract; (c) such items do eunde its contractual right to take title.
not include any items reasonably usable, (2) "Government-furnished property" without loss to the Contractor, on his other
means property in the possession of or work; and (d) the Contractor has informed a free acquired directly by the Government, and the Contracting omcer of any substantial Feinde subsequently dellvered or otherwise made change in the status of such items between after available to the Contractor.
the dates of his termination inventory schedellen (b) The term "subcontract" means any
ules and the date of this agreement. contract, as defined in § 1-1.208 of the Fed. ARTICLE 4. In all cases where the Contracoral Procurement Regulations (41 CFR tor has not previously made such payments, 1-1.208), other than a prime contract, on the Contractor shall, within ten (10) days tered into by & prime contractor or a sub after receipt of the payment provided for
contractor, calling for supplies or services hereunder, pay to each of his immediato in 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. 11 tho 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.
Now, THEREFORE, the parties hereto do ARTICLE 6. (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 date Ing scrap) has been retained or otherwise of termination. The Government as part of acquired by him, sold to third parties, re this negotiated settlement hereby confirmas turned to suppliers, stored for the Govern and acknowledges the right of the Contrao
ment, dellvered to the Government, or other tor, subject to the provisions of Article o cupping wise properly accounted for, and all proceeds hereof, to retain such sum heretofore pald
or retention prices thereof, if any, have been and agrees that such sum constitutes a por
taken into account in arriving at this agree tion of the total amount to which the Con- Den ment.
tractor is entitled in complete and final setARTICLE 2. (a) The Contractor certides
tlement of the contract. Derder that, prior to the execution of this agree
(b) In addition, upon execution of this at the ment, each of the Contractor's immediate
agreement the Government agrees to pay to subcontractors whose claim 18 Included in the
the Contractor or his assignee, upon presfrasi claim settled by this agreement has sur
entation of proper invoices or vouchers, the na nished to the Contractor a certificate stating
sum of $... (Insert net amount of sette (1) that all of his subcontract termination
tlement), arrived at by deducting from the
sum of $--- (Insert gross amount of set& Co Inventory (including scrap) has been re tlement less amount set forth in Article
tained or otherwise acquired by him, sold to 5(a) above). (1) the amount of $.--she third parties, returned to suppliers, stored representing all unliquidated partial or progthey for the Government, delivered to the Gov ress payments previously made on account
erament, or otherwise properly accounted for, to the Contractor or his assignee and all un100% and all proceeds or retention prices thereof, liquidated advance payments (with Interest, 4 any, were taken into account in arriving
of any. thereon) and (2) the amount of at the settlement of the subcontract or sub
representing all applicable property & contracts, and (2) that the subcontractor has
disposal credits (and (8) the amount of received from each of the immediate sub
representing all other amounts duo
when the contract will be paid in accord
Proprement Regulations (41 CFR Part 1-8).
11-8.806-5 Settlement agreement for
use in settling cost-reimbursement
THIS SUPPLEMENTAL AGREEMENT OF SETTLE-
(6) A corporation organized and existing
(Insert this Arti to be vouchered 1 there are cost separate settleme
ARTICLE 3. N provision of thi rights and llabilit contract are here!
(The following rights and liabil those which shou served, and whic: scrutinized at the ment is signed ( gested language o. items on the list cretion of the co more accurately ti particular case. W completeness may to the number of t vision covering the method of enumer labilities may be i following which are any additional ex required.)
(a) All rights a the parties under t 19.- (Insert referen
rebates, credits, or other accounts not DOT 1.! Said known to the Government, together with
of set interest thereon, now due or which may be as here come due the Contractor from third partie ull and to the extent that such amounts arise out ue the of transactions for which reimbursement hes
termi been made to the Contractor under the con. and of tract. Any such amounts which may here e Con after become due to the Contractor from any e con third party or other source shall be paid to 7 Arti
the Government within 30 days after receipt
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 e con unpaid after the 30-day period.
(1) All rights and liabilities, if any, of the ex parties under the Renegotiation Act of 19... ed to (Insert reference to applicable Renegotiation nently Act.) event (8) All rights and labilities of the particu -gree arising under the contract articles, 18 any
sug or otherwise which relate to reproduction epted
rights, patent infringements, Inventions, and dis applications for patent and patents, Includ. cover
ing rights to assignments, invention reports
and licenses, covenants of indemnity against y or patent risks, and bonds for patent Indemnity ence obligations, together with all rights and lispro
bilities under any such bond. this (h) All rights and llabilities of the parties and under the contract relating to options (ex
the cept options to continue or increase the able work under the contract), covenants not to ser
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 ер Government-owned property remaining 10 me
his custody. et (1) All rights and labilities of the partie of
under the contract with respect to any conats tract termination inventory stored for the
Government pursuant to Article 1 hereof.
(k) All rights and llabilities of the parties he under the contract with respect to any and
all Government property furnished to or 8Ced quired by the Contractor for the performance er
of this contract. ad
(1) All rights and liabilities of the parties b
arising under the contract, or otherwise, cong
cerning defects in, or guarantees or warran.
(m) All rights and liabilities, if any,
In Witness Whereof, etc. 86
bereinafter called "the Contractor").
19.. which, to-
WHEREAS, the Termination for Default or 1x Convenience of the Government clause d the contract provides that the performance of work under the contract may at the contenience of the Government be termi tiation Act). rated by the Government in whole, or from (b) All rights and time to time in part, whenever the Con arising under the c veeting Officer shall determine that such or otherwise which termination is in the best interest of the rights, patent Infrin Government, and that the Contractor and applications for pate Dentracting Officer may agree upon the ing rights to assign whole or any part of the amount to be paid and Ucenses, covenar to the Contractor by reason of such terms patent risks, and bon tation; and
obligations, together WAREAS, by notice of termination dated llabilities under any s
the Government advised the (c) All rights and Contractor of the complete termination of under the contract r the contract for the convenience of the
cept options to contin Government; and
under the contract), TARLAS, this settlement agreement 18
pete, and covenants of sited to adjustment of the fee.
(d) All rights and 1 NOR, THEREFORE, the parties hereto do under agreement with mutually agree as follows:
care and disposition ARTICLE 1. (a) The Contractor has received Government-owned p the sum of $...... on account of his fee
his custody. der the contract prior to the effective date
(e) All rights and if under the contract wi all Government proper quired by the Contract of this contract.
(1) All rights and lle arlsing under the contr cerning defects in, of ranties relating to, any parts furnished to the Contractor pursuant to agreement.
(8) All rights and the parties under thos the contract because o statutes and Executi without limitation, al relating to the follow contingent fees, dome
ment of allens, and "o
) In addition, upon execution of this
Les Pith the applicable provisions of the
$ 1-8.806–5 Settlement agreement for (Insert this Article 2 only if there are costo 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 is separate settlement agreement.)
ARTICLE 3. Notwithstanding any other limited to fee.
provision of this agreement the following THIS SUPPLEMENTAL AGREEMENT OF SETTLE
rights and liabilities of the parties under the MENT, entered into
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 30 dagen ment") represented by the Contracting Of 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 sugpertoi (b) A partnership consisting of.-
gested language of the enumerated excepted (c) An individual doing business items on the list may be varied in the disoblatio --;
cretion of the Contracting Officer to cover cable in (hereinafter 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 proute to a under 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 liabilities 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 patents WHEREAS, the Termination for Default or required.)
for Convenience of the Government clause (a) All rights and liabilities, 11 any, of nd 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 RenegoEg to open
convenience of the Government be termi tiation Act).
obligations, together with all rights and WHEREAS, by notice of termination dated llabilities 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. Ene perti 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 labilities 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 ecagreement, the Government agrecs to pay
quired by the Contractor for the performance
of this contract. to the Contractor or his assignee, upon pres (f) All rights and liabilities of the parties entation of proper invoices or vouchers, the arising under the contract, or otherwise, consum of $-.--. (Insert net amount to be cerning defects in, or guarantees or warpald on account of fee). Sald sum, together ranties relating to, any articles or component with all other sums heretofore paid on ac
parts furnished to the Government by tho count of fee, 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, ance with the applicable provisions of the
without limitation, any applicable clauses contract and of Part 1-8 of the Federal
relating to the following topics: labor law, Procurement Regulations (41 CFR Part 1-8).
contingent fees, domestic articles, employ
ment of allens, and "oficials not to bonont.
by reason of Ito termination, shall be deemed
11&st reserved or excepted rights and la-
October 12, 1 of this Stater for determini in inventions sponsored rese tracts, to pro velopment so from early civ and to ensure ity. In applyii heads must w centives to dra and the need petition in ind FPR system, and supplemen
(b) Applicat extent that age cific statutes o ment between t foreign countr with this subpe the provisions the use of the fications to th permissible to clauses are inco ments of statute
(c) Co-sponse venture researc subpart are no to co-sponsored venture research mines that in under the contre required to mak tion of funds, fa
1.100 Scope of subpart.
research and development.
acqulred by the Government.
char further payments or to carry out other up uire dertakings in connection with said termithe
nated portion, and the Government acknowl. ately
edges that the Contractor has no obligation
Hals under the terminated portion of the rea
contract: Provided, however, That nothing
any way any other covenants, terms or con. of
ditions of the contract: And provided fur.
portion of the contract, the following rights Oi and labilities of the parties are reserved:
(List reserved or excepted rights and llaing bilties; see § 1-8.209–2 and Article 7 of the
agreement set forth in $ 1-8.806–2.)
In Witness Whereof, etc.
19.. between the UNITED STATES OF AMERICA (hereinafter called "the Govern. Es, ment"), represented by the Contracting Omto
cer executing this contract. and
(a) A corporation organized and exoting
under the laws of the State of ---ze
(b) A partnership consisting of .........
Individual doing business a (hereinafter called "the Contractor").
WHEREAS, the Contractor and the Govern. ment have entered into Contract No. under date of
---, 19.. which, togeth. er with any and all amendments, changes, modifications, and supplements thereto, 1 hereinafter referred to as "the contract"; add
WHEREAS, the contract provides that the performance of work thereunder may at the convenience or option of the Government de 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 uncon. ditionally walves any claim against the Gove ernment by reason of the termination of the contract and, except as set forth below, to leases it from any and all obligations arising under the contract or by reason of its ter. mination; and the Government agrees that all obligations arising under the contract or
Botace: 40 FR 19814, May 7, 1975, unless otherwise noted.
Subpart 1-9.1—Patents 11-9.100 Scope of subpart.
the principal pi
low the provisior
the use of appro
(a) The Gover
acquire or reserve
the principal or ex 11-9.107 Patent rights under contracts out the world in
for research and development. made in the cours
(1) A principali
ucts, processes, or
are otherwise inten
by reason of its termination, shall be deemed October 12, 1963). Essentially, the goals to be concluded; except as follows:
of this Statement are to provide criteria (list reserved or excepted rights and lia
for determining the allocation of rights buities; see | 1-8.209–2 and Article 6 of tbe
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. 1-9.109-1 Patent rights follow-up.
fications to the prescribed clauses are 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 require1-9.1094 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 1-9.109-1 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
required to make a substantial contribuSubpart 1-9.1—Patents
tion of funds, facilities, or equipment to § 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
§ 1-9.107–2 [Reserved]
8 1-9.107–3 Policy.
(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 & prior Statement of Policy (28 FR 10943, home or abroad, or which will be re