Contractor, to so notify the Contracting Officer not less than sixty (60) days before the expiration of the response period, and upon written request, to deliver to the Contracting Officer, to the extent of the Contractor's right to do so, a duly executed assignment to the Government of the entire rights to such patent application and any Subject Invention claimed therein subject to a reservation as specified in (iii) above; and (vi) to deliver to the Contracting Officer duly executed instruments fully confirmatory of any license rights herein agreed to be granted to the Government. If, to the best of the Contractor's knowledge and belief, no inventions have been conceived or first actually reduced to practice under this contract, the Contractor shall so certify to the Contracting Officer.

(d) The Contractor agrees to and does hereby grant to the Government to the full extent of the Contractor's right to do so without payment of compensation to others, the right to reproduce, use and disclose for governmental purposes (including the right to give to foreign governments for their use as the national interest of the United States may demand) all or any part of the reports, drawings, blueprints, data and technical information specified to be delivered by the Contractor to the Government under this contract; provided, however, that nothing contained in this paragraph shall be deemed, directly or by implication, to grant any license under any patent now or hereafter issued or to grant any right to reproduce anything else called for by this contract.

(e) Until the Contractor has delivered to the Government the disclosures required by paragraph (c) (i) of this clause and the information as to any subcontractor required by paragraph (g) of this clause, there shall be withheld from final payment under this contract ten percent (10%) of the contract price, or $5,000, whichever is smaller; provided however, that the withholding of the aforesaid amount, or subsequent payment thereof to the Contractor, shall not be construed as a waiver of any rights accruing to the Government under this contract; And provided further, That any amount so withheld under this paragraph shall not be in addition to any amounts withheld under other provisions of this contract. This paragraph shall not be construed as requiring the Contractor to withhold any amounts from a subcontractor to enforce compliance with the patent provisions of a subcontract.

(f) The Contractor agrees to exert all reasonable effort to negotiate for the inclusion in any subcontract hereunder of $3,000 or more, in which payment is to be made for experimental, developmental or research work, of this patent rights clause, the Contractor shall obtain the written authorization of the Contracting Officer (which authorization may be granted with respect to a particular subcontract) to proceed with the subcontract, and shall cooperate with the Gov. ernment in the negotitaion with such subcontractor of a mutually acceptable patent rights clause: provided, however, that the Contractor shall in any event require the subcontractor to grant to the Government patent rights under Subject Inventions of no less scope and on no less favorable terms than those which the Contractor has under such subcontracts, except that in no event shall the subcontractor be required to grant to the Government patent rights in excess of those herein agreed to be granted to the Government by the Contractor.

(g) The Contractor agrees to notify the Contracting Officer in writing of any subcontract containing a patent rights clause, to furnish to the Contracting Officer a copy of such clause, and promptly to notify the Contracting Officer when such subcontract is completed. It is understood that with respect to such subcontract clause, the Government is a third party beneficiary; and the Contractor hereby assigns to the Government all the rights that the Contractor would have to enforce the obligations of the subcontractor with respect to Subject Inventions. The Contractor shall not be obligated to enforce the agreements of any subcontractor hereunder relating to a patent rights clause in any subcontract. (h) When the Contractor shows that it has been delayed in the performance of this contract by reason of its inability to obtain, under reasonable terms that include a suitable patent rights clause, a qualified subcontractor for any particular part, item or function of this contract for which the Contractor itself does not have available facilities or qualified personnel, the Contractor's delivery dates shall be extended for a period of time equal to the duration of such delay; and, upon request of the Contractor, the Contracting Officer shall determine to what extent, if any, an additional extension of the delivery dates, and an increase in contract price based upon additional costs incurred, are proper under

the circumstances; and the contract shall be modified accordingly. If the Contractor, after exerting all reasonable effort, is unable to obtain a qualified subcontractor as set forth above, the Contractor may submit to the Contracting Officer a written request for waiver or modification of the requirement that a suitable patent rights clause be included in the subcontract. Such request shali specifically state that the Contractor has used all reasonable efforts to obtain such qualified subcontractor and shall cite the waiver or termination provision hereinafter set forth. If, within thirty-five (35) days after the date of receipt of such request for a waiver or modification of said requirement, the Contracting Officer shall fail to grant such request, the requirement shall be deemed to have been waived by the Government. If within such period the Contractor shall receive a written denial of such request by the Contracting Officer, this contract shall thereupon automatically terminate and the rights and obligations of the parties shall be governed by the provisions of the clause of this contract entitled "Termination for the Convenience of the Government" just as if a notice of termination had been delivered to the Contractor specifying that the contract was terminated for the convenience of the Government.

47. Copyright

(a) The Contractor agrees to and does hereby grant to the Government, and to its officers, agents and employees acting within the scope of their official duties, (i) a royalty-free, nonexclusive and irrevocable license to reproduce, translate, publish, use, and dispose of, and to authorize others so to do, all copyrightable material first produced or composed and delivered to the Government under this contract by the Contractor, its employees or any individual or concern specifically employed or assigned to originate and prepare such material; and (ii) a license as aforesaid under any and all copyrighted or copyrightable work not first produced or composed by the Contractor in the performance of this contract but which is incorporated in the material furnished under the contract, provided that such license shall be only to the extent the Contractor now has, or prior to completion or final settlement of the contract may acquire, the right to grant such license without becoming liable to pay compensation to others solely because of such grant.

(b) The Contractor agrees that it will exert all reasonable effort to advise the Contracting Officer, at the time of delivering any copyrightable or copyrighted work furnished under this contract, of any adversely-held copyrighted or copyrightable material incorporated in any such work and of any invasion of the right of privacy therein contained.

(c) The Contractor agrees to report to the Contracting Officer promptly and in reasonable written detail, any notice or claim of copyright infringement received by the Contractor with respect to any material delivered under this contract.

48. Filing of patent applications.

(a) While and so long as the subject matter of this contract is classified "Secret" or higher, the Contractor agrees that, before filing or causing to be filed a patent application, disclosing any of said subject matter, it will refer the proposed application to the Contracting Officer for determination whether, for reasons of national security, such application should be kept secret or the issuance of a patent thereunder otherwise delayed, under pertinent statutes or regulations; and the Contractor agrees to observe any instructions given by the Contracting Officer in this regard, which instructions may include a direction not to file such application so long as the Contracting Officer considers that such filing would jeopardize national security. If the Contracting Officer directs the Contractor not to file such application, the Contractor may submit to the Contracting Officer a written request, addressed to the Secretary, for reconsideration of such direction, but pending action by the Secretary, the Contractor shall observe such instruction.

(b) While and so long as the subject matter of this contract is classified "Confidential" or higher, and if the Contracting Officer determines that there is no other practical means for maintaining the security of said subject matter, the Contractor agrees to assign and convey to the Government upon request the entire right, title and interest in and to each United States patent appli

94763-57 -----7

cation disclosing said subject matter and filed by or on behalf of the Contractor, the title to the assigned patent application to be held in trust by the Government, subject to reversion of the entire right, title and interest therein to the Contractor (i) upon allowance of the said application and payment of the final fee, or (ii) upon the mailing of notice by the Contracting Officer to the Contractor that disclosure of the subject matter of the application will no longer jeopardize security. Nothing contained in this paragraph shall: (A) apply to any patent application assigned to the Government under any other provisions of this contract, or (B) enlarge or diminish the rights granted to or reserved by the Government or the Contractor with respect to said application or the invention covered thereby, except to the extent expressly provided in this clause. (c) While and so long as the subject matter of this contract is classified "Confidential," the Contractor agrees to furnish to the Contracting Officer, at the time of or prior to filing or causing to be filed a patent application disclosing any of said subject matter, a copy of such application for determination whether, for reasons of national security, such application should be kept secret or the issuance of a patent thereunder otherwise delayed, under pertinent statutes or regulations; and the Contractor agrees to observe any instructions of the Contracting Officer in this regard.

(d) While and so long as the subject matter of this contract is classified "Restricted," the Contractor shall be governed by the provisions of the clause of this contract entitled "Military Security Requirements."

49. Authorization and consent

The Government hereby gives its authorization and consent (without prejudice to its rights of indemnification, if such rights are provided for in this contract) for all use and manufacture, in the performance of this contract or any part hereof or any amendment hereto or any subcontract hereunder, (including any lower tier subcontract) of any patented invention (i) embodied in the structure or composition of any article the delivery of which is accepted by the Government under this contract, 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 contract, or (b) specific written instructions given by the Contracting Officer directing the manner of performance. 50. Superseding statement

This is the definitive contract contemplated by and which supersedes Letter Contract AF 33(038)-18503, dated December 22, 1950, as amended, and Letter Contract AF 33(600)-6853, dated November 15, 1951, as amended, except for Item 1b. Work performed and payments made under said Letter Contracts shall be deemed to be work performed and payments made under this contract. In the event of conflict between the terms of said Letter Contracts and this instrument, the latter shall control.

51. This contract shall be subject to the written approval of the Secretary of the Air Force or his duly authorized representative and shall not be binding until so approved.

The rights and obligations of the parties to this contract shall be subject to and governed by the Schedule and the General Provisions. To the extent of uny inconsistency between the Schedule or the General Provisions, and any specifications or other provisions which are made a part of this contract by reference or otherwise, the Schedule and the General Provisions shall control. To the extent of any inconsistency between the Schedule and the General Provisions, the Schedule shall control.

The Contractor represents that the aggregate number of employees of the Contractor and its affiliates is 500 or more.

IN WITNESS WHEREOF, the parties hereto have executed this contract as of the day and year first above written:

Witnesses: (None)

THE UNITED STATES OF AMERICA
By (S) Charles E. Marion

CHARLES E. MARION, Lt. Colonel,
USAF (Contracting Officer)

GENERAL MOTORS CORPORATION,
BOP DIVISION (Contractor)

By (S) JOHN F. GORDON

Vice President Kansas City, Kansas

Note.-In case of corporation, witnesses not required but certificate below must be completed. Type or print names under all signatures.

Note.-Contractor, if a corporation, should cause the following certificate to be executed under its corporate seal, provided that the same officer shall not execute both the contract and the certificate.

CERTIFICATE

I, J. C. Davidson, certify that I am an Assistant Secretary of the corporation named as Contractor herein; that John F. Gordon, who signed this contract on behalf of the Contractor, was then Vice President of said corporation; that said contract was duly signed for and in behalf of said corporation by authority of its governing body, and is within the scope of its corporate powers.

(Corporation seal.)

(S) J. C. DAVIDSON

EXHIBIT "1"-TO CONTRACT AF 33 (038)–18503

It will be the responsibility of the Prime Design Manufacturer, Republic Aviation Corporation, (hereinafter referred to as "Republic") to furnish handbook data for the F-84F aircraft being procured on this purchase request. This is in accordance with AMC Headquarters Office Instruction No. 5-28.

It will be the Contractor's responsibility, however, to see that the Handbook Data Department at Republic is advised of each and every change that will make the General Motors built F-84F aircraft differ from the Republic built F-84F. Reports shall be submitted to Republic by the Contractor within thirty (30) days following authorization of the change. Changes will include any Contractor-furnished equipment items which (though interchangeable), are procured from different sources than Republic, permitting Republic to keep their Contractor-furnished Equipment List up to date.

It will also be the Contractor's responsibility to see that a copy of the Flight Operating Instruction Handbook, the Erection and Maintenance Handbook, and the Inspection Requirements Handbook for the F-84F, as well as any temporary revision pages, are placed in the aircraft flyaway file for each General Motors produced F-84F, also, is in accordance with AMC Headquarters Office Instruction No. 5-28.

After completion of production of all the aircraft on the contract, Contractor shall forward a letter to the responsible finance officer with a copy to Contract Files, Headquarters, Air Material Command, stating that all changes have been reported to the Handbook Data Department at Republic or that no changes were made which required reporting. This will complete and/or fulfill the handbook data requirements.

The Contractor, shall, as a part of the work called for under this contract, furnish to Republic, engineering information relative to any Government authorized deviation from Republic's engineering drawings. This shall be prepared in such a manner that Republic will be able to reflect such information in the engineering drawings being furnished to the Government and to the extent necessary for the maintenance and operation of the article procured hereunder.

PRESERVATION, PACKAGING, PACKING, AND MARKING REQUIREMENTS

The preservation, packaging, packing and marking requirements set forth on this form shall apply to any contract issued thereon, and supersede any conditions inconsistent therewith.

EXHIBIT 2-TO CONTRACT AF 33(038)-18503

PURCHASE REQUEST NO. CLASS 01-N (F84-F)

1. Specification packaging and packing: (See par 9)

A. Preservation and packaging:

(1) The following items shall be preserved and packaged in accordance with Spec. No. AN-F-13.

(2) The following items shall be preserved and packaged in accordance with Spec. No. AN-P-13: Method: See para 1B (2) below.

(3) The following items are exceptions to Spec. No. AN-P-13 and do not require preservation.

(4) The following items shall be packaged in unit quantities as shown and shall comply with paragraph five. (When commercial preservation, packaging and packing is specified, par 5 will not apply.) As established at the initial Provisioning Conference and/or respective Property Classes and coded in contractual documents.

(5) The following items shall be packed in intermediate containers with the quantity of unit packs as shown, and shall comply with paragraph five. B. Spare parts preservation and packaging lists.

(1) Are not required

(2) Will be established by AMC Packaging Team and supplied by the Contractor in accordance with AMC Reg. 71-1.

(3) Will be supplied by the Contractor in accordance with AMC Reg. 71-1, par

C. Packing.

(1) Export-type: Exterior shipping containers shall comply with paragraphs 6A, 6A (1) and 6B. Items and quantities to be determined by Hq AMC

(2) Domestic-type: Exterior shipping containers shall comply with paragraphs 6A, 6A (2) and 6B. Items and quantities to be determined by HQ AMC

(3) Air-type: Exterior shipping containers shall comply with paragraph 6A (3).

2. Commercial, preservation, packaging, and packing

A. Preservation, packaging and packing shall conform to Contractor's standard commercial practice, except as outlined in paragraphs 1A (4) and 6A (2) and 6B.

3. Identification and marking (For tags and labels paragraph 7 shall apply)

A. Items shall be marked in accordance with: Spec. No. AN-M-13. Interior & Exterior shipping containers shall be marked in accordance with MIL-STD129.

4. Definitions

A. "Preservation": The application or use of adequate protective measures to prevent deterioration resulting from exposure to atmospheric conditions during long-time storage.

B. "Packaging": The application or use of appropriate wrapping, cushioning, and/or containers, and complete identification, to the designated quantity and method established as a unit.

C. "Unit package": A package that contains either a single item or multiples thereof.

D. "Intermediate package": An interior container holding two or more identical unit packages.

E. "Packing": The selection or construction of the shipping container and assembling of items or packages therein, together with any necessary blocking, bracing, cushioning, weather-proofing, exterior strapping, and marking of shipping container for identification of contents and routing.

5. Packaging:

A. When used for the unit and intermediate package, containers shall meet the requirements of Spec. No. JAN-P-100, paragraph headed "Interior Packaging and Packing."

B. Metal containers in accordance with Spec. Nos. AN-C-173 and AN-C152, when specified, shall be furnished by the Government to the Contractor. The Contractor shall request the total required number, type, and size of container, from the Contracting Officer, 40 days prior to use and in addition shall supply to the Contracting Officer a general schedule showing monthly metal container requirements.

C. Cushioning material, where required, shall be in accordance with Spec. No. JAN-P-100, paragraph headed "Cushioning Materials." Excelsior will not be acceptable.