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the parties shall have agreed, the Grants Omcer shall either

(1) Cancel the stop-work order, or

(2) Terminate the work covered by such order as provided in the "Termination" article of this grant.

(b) II a stop-work order issued under this article is canceled or the period of the order or any extension thereof expires, the grantee shall resume work. An equitable adjustment shall be made in the grant period, the project period, or grant amount, or all of these, and the grant instrument shall be amended accordingly, if:

(1) The stop-work order results in an increase in the time required for, or in the grantee's cost properly allocable to, the performance of any part of the project, and

(2) The grantee asserts a written claim for such adjustment within thirty (30) days after the end of the period of work stoppage: Provided, That if the Grants Officer decides the circumstances justity such action, he may receive and act upon any such claim asserted at any time prior to final payment under this grant.

(c) I a stop-work order is not canceled and the work covered by such order is terminated, the reasonable costs resulting from the stop-work order shall be allowed in arriving at the termination settlement.

(d) Costs incurred by the grantee after a stop-work order is delivered, or within any extension of the stop-work period to which the parties shall have agreed, which are not authorized by this article or by the Grants Officer shall not be allowable costs.

5. Termination: (a) Grant Termination by EPA. The Grants Officer, by written notice and after consultation with the grantee, may terminate the grant, in whole or in part: Provided, That such termination action has been authorized and approved by the appropriate EPA official (8) superior to the Grants Officer. Cause for termination shall include, but not be limited to, default by the grantee, fallure by the grantee to comply with the terms and conditions of the grant, realignment of programs, change in program requirements or priorities, lack of adequate funding, or advancements in the state of the art. Upon such termination, the grantee shall refund to the United States any unexpended grant funds, except such portion thereof as may be required by the grantee to meet commitments which had become firm prior to the effective date of termination and are otherwise allowable.

(b) Project termination by grantee. A grantee may not terminate a project for which the grant has been awarded, except for good cause. If the Grants Oficer finds that there is good cause for the termination of all or any portion of a project for which the grant has been awarded, he shall enter into a termination agreement or unilaterally terminate the grant, effective with the date of termination of the project by the grantee. If the Grants Officer finds that the grantee

has terminated the project without good cause, then he shall annul the grant and all EPA grant funds previously paid or owing to the grantee shall be returned to the United States as final settlement.

6. Project changes: The grantee shall promptly notify the Grants Officer in writing of all project changes pursuant to the provisions of EPA-GR 30.900. The Grants Oncer may disapprove proposed project changes by written notice to the grantee within 3 weeks after receipt of notice, Failure on the part of the grantee to give timely notice of proposed project changes or disapproval by the Grants Omcer of a project change may result in disallowance of costs incurred which are attributable to the change or in termination of the grant. Neither approval nor fallure to disapprove a project change shall commit or obligate the United States to any increase in the amount of the grant or payments thereunder, but shall not preclude consideration of a request for a grant amendment. A grant amendment may not alter the objective or scope of a project for which the grant has been awarded.

7. Disputes: (a) Except as otherwise provided by law or any other grant provision, any dispute arising under this grant which is not disposed of by agreement shall be decided by the Grants Officer, who shall reduce his decision to writing and mall or otherwise furnish & copy thereof to the grantee. The decision of the Grants Officer shall be final and conclusive unless, within 30 days from the date of receipt of such copy, the grantee mails or otherwise furnishes to the Grants Officer & written appeal address to the Administrator. The decision of the Administrator or his duly authorized representative for the determination of such appeal, shall be final and conclusive unless determined by a court of competent jurisdiction to have been fraudulent or capricious, or arbitrary, or 80 grossly erroneous as necessarily to imply bad faith, or not supported by substantial evidence. In connection with an appeal proceeding under this clause, the grantee shall be afforded an opportunity to be heard and to offer evidence in support of any appeal.

(b) This "disputes" clause does not preclude consideration of questions of law in connection with decisions provided for in paragraph (a) above: Provided, That nothing in this grant shall be construed as making final the decision of any administrative official, representative, or board, on a question of law.

8. Equal opportunity: During the performance of the project for which this grant is awarded, the grantee agrees to comply with the Civil Rights Act of 1964, 42 U.S.C. 20008 et seq., as amended and all regulations promulgated pursuant thereto.

9. Covenant against contingent fees: The grantee warrants that no person or agency has been employed or retained to solicit or secure this grant upon an agreement or understanding for a commission, percentage,

brokerage, or contingent fee, excepting bona pendix, has been sold, offered for sale or fide employees or bona fide offices established otherwise made avallable commercially to the and maintained by the grantee for the pur- public in the regular course of business, at pose of securing grants or business. For terms reasonable in the circumstances, and breach or violation of this warranty, the (11) Any process which, at the time of a Government shall have the right to annul request for a license, is in commercial use, or this grant without liability or in its dis- is offered for commercial use, so the results cretion to deduct from the grant award, or of the process or the products produced otherwise recover, the full amount of such thereby are or will be accessible to the public commission, percentage, brokerage or con- at terms reasonable in the circumstances. tingent fee.

(3) "Specified Work Object" means the 10. Omcials not to benefit: No member specific process, method, machine, manuof, or delegate to Congress, or Resident Com- facture or composition of matter (including missioner, shall be permitted to any share, relatively minor modifications thereof) which or part of this grant, or to any benefit that is the subject of the experimental, developmay arise therefrom; but this provision shall mental, or research work performed under not be construed to extend to this grant it this grant. made with & corporation for its general (4) “Grantee" is the party which has acbenefit.

cepted this grant award and includes enti11. Subagreements: All subagreements in ties controlled by the grantee. The term excess of $2,500 and not identified in the "controlled" means the direct or indirect approved budget require the written approval ownership of more than 50 percent of outof the Grants Officer. All subagreements standing stock entitled to vote for the elecmust be in writing. A subagreement may tion of directors, or a directing influence not be in the nature of a grant. A copy of over such stock: Provided, however, That foreach subagreement shall be furnished to the eign entities not wholly owned by the grantee Grants Officer upon request.

shall not be considered as "controlled.” 12. Requirements pertaining to federally (5) "Subagreement" includes subagreeassisted construction: The grantee warrants

ments at any tier under this grant. and represents that during the performance

(6) "Domestic" and "foreign” refer, respecof work on the project for which this grant

tively, (i) to the United States of America, has been awarded, it will comply, and will

including its territories and possessions, ensure that parties to subagreements will

Puerto Rico and the District of Columbia comply, with the following requirements:

and (11) to countries other than the United (a) The Davis-Bacon Act, as amended, 40

States of America. U.S.C. 276a et seq., 276c, and the regulations

(7) "Government" means the Federal Govissued thereunder, 29 CFR 5.1 et seq., re

ernment of the United States of America. specting wage rates for federally assisted

(8) "Subject Invention" means any inconstruction contracts in excess of $2,000;

vention, discovery, improvement or develop(b) The Copeland (Anti-Kickback) Act,

ment (whether or not patentable) made in 18 U.S.C. 874, 40 U.S.C. 276c, and the regula

the course of or under this grant or any tions issued thereunder, 29 CFR 3.1 et seq.;

subagreement (at any tier) thereunder. (c) The Contract Work Hours and Safety

(9) "Made," when used in connection with Standards Act, 40 U.S.C. 327 et seq., and the any invention, means the conception of first

actual regulations issued thereunder;

reduction to practice of such (a) The Uniform Relocation Assistance

invention. and Land Acquisition Policies Act of 1970, (10) To "practice an invention or patent" 42 U.S.C. 4621 et seq., 4651 et seq.;

means the right of a licensee on his own be

half to make, have made, use or have used, (e) Convict labor shall not be used in such construction unless it is labor performed

sell or have sold, or otherwise dispose of acby convicts who are on work release, parole

cording to law, any machine, design, manu

facture, or composition of matter physically or probation.

embodying the invention, or to use or havo 136 FR 22724, Nov. 27, 1971, as amended at

used the process or method comprising the 37 FR 11661, June 9, 1972)

invention. Appendix B-Patents and Inventions (11) The term “to bring to the point of

practical application" means to manufacture A. Definitions: (1) "Background Patent"

in the case of composition or product, to use means a foreign or domestic patent (regard- in the case of a process, or to operate in the less of its date of issue relative to the date

case of a machine and under such condiof the EPA grant):

tions as to establish that the invention is (1) Which the grantee, but not the Govern- being worked and that its benefits are reament, has the right to license to others, and sonably accessible to the public.

(11) Infringement of which cannot be (12) "Statement" means the President's avoided upon the practice of a Subject In- Patent Policy Statement of August 23, 1971, vention or specified Work Object.

36 F.R. 16,889, August 26, 1971. (2) "Commercial Item" means

B. Domestic patent rights in Subject In(1) Any machine, manufacture, or composi- ventions: (1) The grantee agrees that he tion of matter which, at the time of a request will promptly disclose to the Grants omcer for a license pursuant to part D of this ap- in writing each Subject Invention in

manner sufficiently complete as to tech- determination, either granting the request pical details to convey to one skilled in the in whole or in part, or denying the request in art to which the invention pertains & clear its entirety. The grantee will be notified understanding of the nature, purpose, oper&- of such determination, tion and, as the case may be, the physical, (4) In the event greater rights in any Subchemical, biological, or electrical character- Ject Invention are vested in or granted to Istics of the invention. However, if any Sub- the grantee pursuant to paragraph (3) of Ject Invention is obviously unpatentable

this section: under the patent laws of the United States, (1) The grantee's rights in such invensuch disclosure need not be made thereon. tions shall, as a minimum, be subject to & On request of the Grants Officer, the grantee nonexclusive, nontransferable, paid-up Ito shall comment respecting the differences or cense to the Government to practice the similarities between the invention and the invention throughout the world by or on closest prior art drawn to his attention. behalf of the Government (including any

(2) Except in the instance of a determina- Government agency) and States and dotion, pursuant to paragraph (8) of this sec- mestio municipal governments, unless the tion, by the Administrator to leave to the Administrator determines that it would not grantee, rights greater than & nonexclusive be in the public interest to acquire the 11license, the grantee agrees to grant and does cense for the States and domestic municipal hereby grant to the Government the full governments; and said license shall include and entire domestic right, title, and interest the right to sublicense any foreign govern. in the Subject Invention. The Government ment pursuant to any existing or future may upon written request, grant to the treaty or agreement if the Administrator grantee & revocable or Irrevocable, as determines It would be in the national indeemed appropriate, royalty-free and non- terest to acquire this right; and exclusive license to practice the Subject (u) The grantee further agrees to and Invention. Any such license granted shall ex- does hereby grant to the Government the tend to any existing and future companies, right to require the granting of a license controlled by, controlling or under com- to a responsible applicant(s) under any such mon control with the grantee and shall invention: be assignable to the successor of the part of (a) On & nonexclusive or exclusive basis the grantee's business to which such inven. on terms that are reasonable under the cirtion pertains.

cumstances, unless the grantee, its licensees (3) Not later than (3) months after the

or its assignees demonstrate to the Governdisclosure of a Subject Invention pursuant

ment, at the Government's request, that to paragraph (1) of this section, and with.

effective steps have been taken within three out regard to whether the invention is a

(9) years after a patent issued on any such

invention to bring it to the point of practical primary object of this grant, the grantee may submit a request in writing to the

application or that it has been made availGrants Oficer for a determination by the

able for licensing royalty-free or on terms

that are reasonable in the circumstances, or Administrator leaving the grantee greater rights than that reserved to the grantee in

can show cause why the time period should

be extended or paragraph (2) of this section. Such request

(6) On a nonexclusive or exclusive basis should set forth information and facts which

on terms that are reasonable in the circumin the grantee's opinion, would justify a

stances to the extent that the invention determination that:

is required for public use by Governmental (1) In the case of a subject Invention

regulations or as may be necessary to fulfill which is clearly & primary object of this

health or safety needs or for such other pubgrant, the acquisition of such greater rights

lic purposes as are stipulated in this grant by the grantee is both consistent with the

and intent of section 1(a) of the Statement and

(111) The grantee shall file in due form Is either, a necessary incentive to call forth

and within six (6) months of the granting private risk capital and expense to bring

of such greater rights a U.S. patent applicathe invention to the point of practical ap

tion claiming the Subject Invention and plication or is justified because the Gov

shall furnish, as soon as practicable, the inernment's contribution to such invention is

formation and materials required under small compared to that of the grantee; or

paragraph (2) of section F. As to each Sub. that

Ject Invention in which the grantee has (ii) The Subject Invention 18 not a pri- been given greater rights, the grantee shall mary object of this grant, and that the ac

notify the Grants Officer at the end of six quisition of such greater rights will serve the

(6) months period if he has falled to file public interest as expressed in the State- or caused to be filed a patent application ment, particularly when taking into account covering such invention. If the grantee has the scope and nature of the grantee's stated filed or caused to be Aled such an applicaintentions to bring the invention to the tion within six (6) month period but elects point of commercial application and the not to continue prosecution of such applicaguidelines of section 1(a) of the Statement. tion, he shall so notify the Grants Officer The Administrator will review the grantee's not less than sixty (60) days before the exrequest for greater rights and will make a

piration of the response period. In either of

the situations covered by the two immedi. tion within nine (9) months after such ately preceding sentences, the Government authorization has been granted. shall be entitled to all right, title and inter- (4) If the grantee filles patent applications est in such Subject Inventions subject to the in foreign countries pursuant to authorizareservation to the grantee of a royalty-free, tion granted under paragraph (2) of this nonexclusive license therein.

section, the grantee agrees to grant to the (iv) The grantee shall, if requested by Government an irrevocable, nonexclusive, the Government, either before or after final

paid-up license to practice by or on its behall closeout of this grant, furnish written reports the invention under any patents which may st reasonable intervals, as to:

issue thereon in any foreign country. Such (a) The commercial use that is being made license shall include the right to issue subor is intended to be made of such invention; licenses pursuant to any existing or future

(6) The steps taken by the grantee to treaties or agreements between the Governbring such invention to the point of prac- ment and a foreign government for uses of tical application, or to make the invention

such foreign government, provided the Adavailable for licensing.

ministrator determines that it is in the naC. Foreign rights and obligations: (1) tional interest to acquire such right to subSubject to the waiver provisions of para- license. The grantee further agrees to grant graph (2) of this section, it is agreed that

under such foreign patents a nonexclusive the entire foreign right, title and interest in

royalty-free license (1) to sell and to use, any subject invention shall be in the Gov

but not to make, any composition of matter, ernment, as represented for this purpose by article of manufacture, apparatus or system, the Administrator. The Government agrees made under a license granted by the Governto grant and does hereby grant to the

ment to practice the Subject Invention in grantee & royalty-free nonexclusive license to

the United States, and (11) to practice any practice the invention under any patent ob

process comprising the Subject Invention. tained on such subject invention in any

Sald licensees must be U.S. citizens or U.S. foreign country. The license shall extend to

corporations in which 75 percent of the votexisting and any future companies controlled

ing stock is owned by U.S. citizens. by controlling or under common control

(5) In the event the Government or the with the grantee, and shall be assignable to

grantee elects not to continue prosecuting the successor of the part of the grantee's

any foreign application or to maintain any business to which such invention pertains.

foreign patent on a Subject Invention, the (2) The grantee may request the foreign

other party shall be notified no less than rights to a subject invention at any time

sixty (60) days before the expiration of the subsequent to the reporting of such inven

response period or maintenance tax due date, tion. The response to such request and notif

and upon written request, shall execute such cation thereof to the grantee will not be

instruments (prepared by the party wishing unreasonably delayed. The Government will

to continue the prosecution or to maintain waive title to the grantee to such subject in

such patent) as are necessary to enable such vention in foreign countries in which the

party to carry out its wishes in this regard. Government will not file an application for

D. Licenses under Background Patents: & patent for such invention, or otherwise

(1) The grantee agrees that he will make his secure protection therefor. Whenever the

Background Patent(s) available for use in grantee is authorized to file in any foreign

conjunction with a Subject Invention or country the Government will not thereafter

Specified Work Object for use in the specific proceed with filing in such country except

field of technology in which the purpose of on the written agreement of the grantee,

this grant or the work called for or required unless such authorization has been revoked

thereunder falls. This may be done (1) by pursuant to paragraph (3) of this section.

making available, in quality, quantity, and (3) In the event the grantee is authorized

price all of which are reasonable to the cirto file & foreign patent application on a

cumstances, an embodiment of the Subject subject invention, the Government agrees

Invention or Specified Work Object, which that it will use its best efforts not to publish

incorporates the invention covered by such a description of such invention until a United

Background Patent, as & Commercial Item, States or foreign application on such inven

or (11), by the sale or an embodiment of such tion is filed, whichever is earlier, but neither

Background Patent as a Commercial Item the Government, its officers, agents or em

in a form which can be employed in the ployees shall be liable for an inadvertent

practice of a Subject Invention or Specified publication thereof. If the grantee is au- Work Object or can be so employed with thorized to file in any foreign country, he relatively minor modifications, or (111) by shall, on request of the Grants Officer, fur- the licensing of the domestic Background aish to the Government a patent specifica- Patent(s) at reasonable royalty to responsible tion in English within six (6) months after applicants on their request. such authorization is granted, prior to any (2) I the Administrator determines after foreign filing and without additional com- a hearing that the quality, quantity, or price pensation. The Grants Officer may revoke of embodiments of the Subject Invention or such authorization on failure on the part of Specified Work Object sold or otherwise made the grantee to file any such foreign applica- available commercially as set forth in (D)

(1) (i) is unreasonable in the circumstances, Invention or a Specified Work Object and he may require the grantee to license such for use in only the specific field of technology domestic Background Patent to a responsible in which the purpose of this grant or the applicant at reasonable terms, including a work called for thereunder falls. reasonable royalty, for use in the specific (iv) The grantee agrees it will not seek field of technology in which the purpose of injunctive relief or other prohibition of the this grant or the work called for thereunder use of the invention in enforcing its rights falls, and for use in connection with (i) against any responsible applicant for such a Specified Work Object, or (11) a Subject license and that it will not join with others Invention.

in any such action. It is understood and (3) (1) When a license to practice a domes- agreed that the foregoing shall not affect the tic Background Patent in conjunction with grantee's right to injunctive relief or other & Subject Invention or specified Work Object prohibition of the use of Background Patents is requested, in writing by a responsible ap

in areas not connected with the practice plicant, for use in the specific field of tech- of a Subject Invention or specified Work nology in which the purpose of this grant Object in the specific field of technology or the work called for thereunder falls, and in which the purpose of this grant or the such Background Patent is not avallable as work called for thereunder falls, or where set forth in D(1) (1) or (il), the grantee the grantee has made available & Commershall have six (6) months from the date of cial Item as set out in paragraph D(1) (1) his receipt of such request to decide whether or (li). to make such Background Patent so avall, (4) For use in the specific field of techable. The grantee shall promptly notify the nology in which the purpose of this grant or Grants Officer of any request in writing for the work called for thereunder falls, and in a license to practice & Background Patent in conjunction with a Subject Invention or a conjunction with a Subject Invention or Specified Work Object, the grantee agrees to Specified Work Object, which the grantee grant to the Government a license under any or his exclusive licensee wish to attempt to Background Patent. Such license shall be make available as set forth in D(1) (1) nonexclusive, nontransferable, royalty-free or (il).

and worldwide to practice such patent which (ii) If the grantee decides to make such is not available as a commercial Item as domestic Background Patent so available specified in paragraph D(1) (11) for use of the either by himself or by an exclusive licensee, Federal Government in connection with pie he shall so notify the Administrator within lot plants, demonstration plants, test beds, the said six (6) months, whereupon the and test modules. For all other Government Administrator shall then designate the rea- uses, any royalty charged the Government sonable time within which the grantee must under such license shall be reasonable and make such Background Patent available in shall give due credit and allowance for the reasonable quantity and quality, and at a Government's contribution, if any, toward reasonable price. If the grantee or his ex- the making, commercial development or enclusive licensee decides not to make such hancement of the invention(s) covered by Background Patent so available, or falls to the Background Patent. make it available within the time designated (5) Any license granted under a process by the Administrator, the Background Pat- Background Patent for use with a specified ent shall be licensed to a responsible appll- Work Object shall be additionally limited to cant at reasonable terms, including a rea- employment of the Background Patent under sonable royalty, in conjunction with (a) & conditions and parameters reasonably equivSpecified Work Object, or (b) a Subject In- alent to those called for or employed under vention, and may be limited to the specific

this grant. field of technology in which the purpose of (6) It is understood and agreed that the this grant or the work called for thereunder grantee's obligation to grant licenses under falls.

Background Patents shall be limited to the (111) The grantee agrees to grant or have extent of the grantee's right to grant the granted to a designated applicant, upon the same without breaching any unexpired conwritten request of the Government, a non- tract it had entered into prior to this grant exclusive license at reasonable terms, in

or prior to the identification of a Backcluding reasonable royalties, under any for

ground Patent, or without incurring any obeign Background Patent in furtherance of

ligation to another solely on account of said any treaty or agreement between the Gov

grant. However, where such obligation is the ernment of the United States and a foreign

payment of royalties or other compensation, government for practice by or on the behall

the grantee's obligation to license his Backof such foreign government, if an embodiment of the Background Patent is not com- ground Patents shall continue and the resmercially available in that country: Pro- sonable license terms shall include such payvided, however, That no such license will be ments by the applicant as will at least fully required unless the Administrator determines compensate the grantee under said obligathat issuance of such license is in the na- tion to another. tional interest. Such license may be limited (7) On the request of the Grants Officer by the licensor to the practice of such Back- the grantee shall identify and describe any ground Patent in conjunction with a Subject license agreement which would limit his

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