e Contractor. Where it is not practical to entify each individual piece of equipment, Ich equipment may be set forth in general assifications as specifically as possible with e total estimated cost of each group of ems. The description of equipment should ; least be as detailed as the approved prosal upon which the contract is based. <cept where the contract may otherwise ecifically provide, equipment for the purose of this paragraph A-III shall mean an em of personal property having a useful life pectancy in excess of one year and an quisition cost in excess of $500.)

(a) The term "Commission" means the nited States Atomic Energy Commission or ny duly authorized representative thereof, ncluding the Contracting Officer except for he purpose of deciding an appeal under the rticle entitled "Disputes."

(b) The term "Contracting Officer" means ne person executing this contract on behalf f the Government and includes his succesɔrs or any duly authorized representative of ny such person.

(c) Except as otherwise provided in this ontract the term "subcontracts" includes urchase orders under this contract. RTICLE B-II INSPECTION, REPORTS, RECORDS AND ACCOUNTS

(a) The Commission shall have the right ɔ inspect, in such manner and at all reasonble times as it deems appropriate, all activiies of the Contractor arising in the course f its activities under this contract.

(b) The Contractor shall make progress nd other reports in such manner and at uch times as specified in Article B-XXI. The Contractor shall also make such other eports to the Commission, with respect to Es activities under this contract, as the Commission may reasonably require from time to ime.

(c) The Contractor agrees to keep records nd books of account, in accordance with enerally accepted accounting principles and ractices, covering its costs and expenditures or the research work under this contract.

(d) The Commission shall at all reasonble times be afforded access to the premises nd to these books and records and to related orrespondence, receipts, vouchers, memoanda, and other data of the Contractor; and he Contractor shall preserve such books and apers, without additional compensation herefor, for a period of three (3) years after ompletion of this contract.

ARTICLE B-III-PUBLICATION OF RESULTS

(a) Research results obtained under this contract shall be made available to all through normal and accepted channels without restriction except that no Restricted Data as defined in the Atomic Energy Act of 1954 or other classified information shall be disclosed to unauthorized persons. Such publication shall indicate that the research was

supported by the Commission. A copy of each article submitted by the Contractor for publication shall be promptly sent to the Commission. The Contractor shall also inform the Commission when the article is published and furnish a copy of the article as finally published.

(b) It is recognized that during the course of the work hereunder or subsequent thereto, the Contractor, its employees, or its subcontractors, may from time to time, desire to publish, within the limit of security requirements, information regarding technical or scientific developments arising in the course of the contract. In order that public disclosure of such information will not adversely affect the patent interest of the Commission, patent approval for release shall be secured from the Commission prior to any such publication.

[In contracts for Theoretical Physics, High Energy Physics, Medium Energy and Neutron Physics, Mathematics, Computer Techniques and Programming, Medical Studies, Biological Studies, Ecological Studies, Meteorology, Solid State Physics, Geology, Radiation Effects, Theoretical Chemistry, Analytical Chemistry, Crystal Structure, Spectroscopy, Thermodynamics, Chemical Kinetics, Hazards Evaluation, Liquid State Studies, Cryogenics, Environmental Stream Pollution and Site Selection the following provision may be substituted for the last sentence of Article B-III.]

"In order that public disclosure of such information will not adversely affect the patent interest of the Commission, such information shall be withheld from public disclosure if it discloses an invention, or discovery which shall be promptly reported to the Commission, and in such case, it shall be withheld for a period of four (4) months after submission of the information to the Commission for patent review and possible patent application, unless the Commission approves earlier release."

ARTICLE B-IV-DISCLOSURE OF INFORMATION Insert AECPR 9-7.5004-22.

ARTICLE B-V-RESPONSIBILITY FOR THE WORK

(a) The Contractor is solely responsible for the conduct of the work.

(b) In instances where the carrying out of the contract work involves a Commission license the provisions of the pertinent license shall prevail over any inconsistent provisions of this contract.

ARTICLE B-VI-FELLOWSHIPS

The Contractor agrees that, unless the Commission shall give its prior written approval, the Contractor shall not use any of the funds provided by the Commission under this contract to pay the stipend of any appointment for which commensurate services are not rendered under this contract or to pay any part of the stipend of a fellowship of any kind.

ARTICLE B-VII-WRITTEN MATERIAL

(a) The Contractor hereby grants to the Government a royalty-free, nonexclusive, irrevocable license to reproduce, translate, publish, use and dispose of, and to authorize others to do so, all copyrightable material produced or composed or delivered to the Government or its designees under this contract, including work not first produced or composed by the Contractor in the course of performance under this contract but incorporated in the material produced or composed or delivered under this contract (but only to the extent, that the Contractor now has, or prior to final settlement of the contract may have, the right to grant such license to such previously produced or composed work without becoming liable to pay compensation to others solely because of such grant).

(b) The Contractor agrees that except as the Commission may otherwise specifically authorize in writing, the Contractor will not include in any report or other material delivered under this contract, or in any published material relating to the work under this contract, any copyrighted material owned by others which such owners have not consented to have so included.

(c) The Commission will not publish in advance of the Contractor's publication without prior consultation with the Contractor.

ARTICLE B-VIII-PATENTS

Insert AECPR 9-9.5003 modified by deleting paragraphs (d) and (e) and substituting therefor the following paragraph (d):

"(d) Except as otherwise authorized in writing by the Commission the Contractor will insert in all subcontracts and purchase orders other than purchase orders for standard commercial items, provisions, making this article applicable to the subcontract or purchase order. Except as otherwise authorized in writing by the Commission, the Contractor will insert in purchase orders for standard commercial items a provision indemnify

ing the Government against liability for use of any invention or discovery and for the infringement of any Letters Patent arising by reason of the purchase, use, or disposal by or for the account of the Government of items manufactured or supplied under the purchase order."

ARTICLE B-IX-PROPERTY ITEMS

(a) Except as otherwise provided in this paragraph (a) and paragraph (b) of this Article B-IX, title to all materials, supplies, and equipment purchased or otherwise acquired by the Contractor in the performance of its research activities shall be and remain in the Contractor. Except as otherwise agreed in writing, title to any items of property listed as "Government property" shall pass directly to the Government; such property shall be subject to paragraphs (b), (c), (d), and (e) of this Article B-IX.

(b) Subject to the mutual agreement of the Commission and the Contractor, the Government may furnish the Contractor items of equipment, materials, supplies, or facilities for use by the Contractor in the performance of the contract work; title to these items shall remain in the Government unless otherwise agreed in writing. Such items of property and the items of property listed elsewhere in this contract as Government property, are hereinafter referred to as "Government Property." Title to Govern. ment property shall not be affected by the incorporation or attachment thereof to any property not owned by the Government nor shall any such property, or any part thereof, be or become a fixture or lose its identity as personalty by reason of affixation to any realty.

(c) To the extent practicable, the Contractor shall cause all items of Government property to be suitably marked with an identifying mark or symbol indicating that the items are the property of the Government. The Contractor shall maintain at all times and in a manner satisfactory to the Commission records showing the use and disposition of Government property, and unless otherwise authorized in writing by the Commission, shall use Government property only for the purposes of this contract. Such records shall be subject to Commission inspection at all reasonable times and the Commission shall at all reasonable times have access to the premises wherein any items of Government property are located.

(d) The Contractor shall promptly notify the Commission of any loss or destruction of or damage to Government property. It is understood that the Contractor shall not be liable for any such loss, destruction, or damage, unless same results from wilful misconduct or lack of good faith on the part of any corporate officer of the Contractor, or

f one or more of the Contractor's representaves having supervision or direction of all r substantially all of the activities under his contract. If the Contractor is liable for ny such loss, destruction, or damage, it shall romptly account therefor to the satisfacon of the Commission; if the Contractor is ot liable therefor, and is indemnified, reim■ursed, or otherwise compensated for such oss, destruction, or damage, it shall promptly ccount therefor to the satisfaction of the Commission.

(e) With the written approval of the Comnission, the Contractor may sell, transfer or therwise dispose of items of Government property to such parties and upon such terms Es so approved, or itself acquire title to items of Government property upon such terms as nay be mutually agreed upon in writing by the Contractor and the Commission. The proceeds of any such disposition, and any greed price of any such Contractor acquisiion, shall be paid by the Contractor to the Government, or credited on account of Commission payments to be made under this Contract, as the Commission may direct. Subject to the other provisions of this conract, the Contractor shall deliver Governnent property to the Commission upon request (suitably packed and shipped at the Government's expense).

ARTICLE B-X-TERMINATION FOR CONVENIENCE OF THE GOVERNMENT

Insert FPR 1-8.704-1.

ARTICLE B-XI-PAYMENTS

(a) The Commission shall make payments to the Contractor with respect to the amount of consideration for each period as provided for in Article A-III of this contract as follows:

Forty-five percent-following execution of this contract (and following the effectuation of each extended period).

Forty-five percent-upon subsequent receipt of written request from the Contractor when the Contractor determines the amount requested is then required in connection with work under the contract.

Ten percent-following submission by the Contractor of the annual progress report or final report provided for in Article B-XXI, in form and content satisfactory to the Commission, within a reasonable period of time following the expiration of an annual contract period.

(b) The payments made pursuant to paragraph (a) above shall not prejudice or otherwise affect adversely any of the Government's rights under the contract. For purposes of settlement in the event of termination pursuant to Article B-X hereof, these payments shall not be construed as evidentiary or otherwise indicative of the amount or proportion of the work actually performed by the Contractor, and any excess payment in the light of Article B-X shall be promptly returned to the Commission.

(c) All payments under this contract, except the first payment provided in (a) above, will be subject to the submission by the Contractor to the Commission of such invoices or vouchers as are satisfactory to the Commission.

NOTE: If the contractor will receive a continuing level of support in total of $125,000 or more annually, the following payments article should be used in lieu of the one set forth above:

(a) The Commission shall issue a letter of credit as provided for by Treasury Department Circular No. 1075 of May 28, 1964, under which payments to the Contractor with respect to the amount of consideration provided for in Article III of this contract will be made. The Contractor agrees that the first ninety (90) percent of the amount of consideration provided for in said Article III will be under the letter of credit and will be subject to the submission by the Contractor of a Pavment Voucher on Letter of Credit (Standard Form 218), in accordance with procedures based upon Treasury Department Circular No. 1075 of May 28, 1964, which are agreed to by the parties. Following submission by the Contractor of the annual progress report or final report provided for in Article B-XXI, in form and content satisfactory to the Commission within a reasonable period of time following the expiration of an annual contract period, and upon submission by the Contractor to the Commission of such invoices or vouchers as are satisfactory to the Commission, the Commission shall pay the Contractor the final ten (10) percent of the consideration provided for in Article III of this contract; provided, however, that if the Contractor submits a renewal proposal with such annual progress report, as provided for in Article B-XXI, and the renewal proposal is accepted by the Commission, the amount covered by the letter of credit will be increased, within a reasonable period of time following the expiration of an annual contract period, to include the final ten (10) percent of the consideration provided for in Article III and payment of the final ten (10) percent will be under the letter of credit and will be subject to submission by the Contractor of a Payment Voucher on Letter of Credit (Standard Form 218) in accordance with the aforesaid procedures.

(b) The Commission reserves the right to cancel or modify, increase or decrease the amount covered by the letter of credit, provided that such action is required because of a change in the amount of consideration provided for in Article III of a contract covered by the letter of credit or is taken pursuant to the pertinent provisions of paragraph 1 of this Article. The issuance and use of a letter of credit and receipt of funds pursuant thereto shall not prejudice or otherwise adversely affect any of the Government's rights under the contract.

also explain any significant differences between the actual level of effort and that contemplated in the contract (see Article I). Technical reports and articles prepared for publication shall be listed with bibliographic references. Reprints or preprints of all such material shall be appended and material contained therein need not be duplicated in the report. Progress reports shall be submitted approximately three months in advance of the expiration of the current contract term and shall give the contractor's best estimate of the probable course and level of effort of the remainder of the current contract term. Except as the Commission may otherwise request, no further progress report will be required for any contract year unless there has been a significant change in level of effort or scientific results between the latest progress report by the Contractor and its actual experience; this shall be reported promptly.

FINAL REPORT

Upon termination or expiration of the total period of performance, the contractor shall submit, promptly, a summary of its activities for the entire period, including a list of publications issued during the total term of the contract and copies of any reprints not previously submitted, as well as a comprehensive evaluation of progress in the area of research supported by the contract.

RENEWAL PROPOSALS

A renewal proposal, if any, shall accompany the progress report.

REPORT OF EQUIPMENT PURCHASED OR
FABRICATED

The Contractor shall itemize equipment having a useful life expectancy in excess of one year and an acquisition cost in excess of $100 purchased or fabricated (omit any items appearing in Article V) and submit a report thereof immediately following the expiration of the contract year specified in Article II. Where the cost of individual pieces of equipment exceeds $500, they will be listed individually. Where individual items cost $100 to $500, they will also be individually listed to the extent practical or grouped in general categories, such as "electronic equipment” or "6 motors," with the total dollar amount of such category. The cost of purchased items shall be determined by the actual invoice cost of such items, but the cost of fabricated items may be established by engineering estimates.

ARTICLE B-XXII-FOREIGN TRAVEL Foreign travel shall be subject to the prior pproval of the Contracting Officer.

ARTICLE B-XXIII-PRIORITIES, ALLOCATIONS,

AND ALLOTMENTS

Insert AECPR 9-7.5004-23.

ARTICLE B-XXIV-UTILIZATION OF CONCERNS IN LABOR SURPLUS AREAS

Insert the clause set forth in FPR 1-1.805(a) under the conditions and in the manner prescribed in FPR 1-805-2.

ARTICLE B-XXV—UTILIZATION OF Small

BUSINESS CONCERNS

Insert the clause set forth in FPR Section -1.710-3 (a) under the conditions and in the manner prescribed in FPR Section 1-1.710-2.

ARTICLE B-XXVI-SOVIET-BLOC CONTROLS

In connection with the contract activities, he Contractor agrees to comply with the equirements set forth in Attachment Note A] of this contract relating to the ountries listed herein. From time to time, by written notice to the Contractor, the Commission shall have the right to change he listing of countries in Attachment pon a determination by the Commission hat such change is in conformance with national policy. The Contractor shall have he right to terminate its performance under his contract upon at least sixty (60) days prior written notice to the Commission if he Contractor determines that it is unable, vithout substantially interfering with its policies as an educational institution or vithout adversely affecting its performance, co continue performance of the work under Chis contract as a result of a change in Attachment

made by the Commission pursuant to the preceding sentence. If the Contractor elects to terminate performance the provisions of this contract respecting termination for the Convenience of the Government shall apply.

the

Whereas, the Commission desires to have Contractor perform certain research work, as hereinafter provided; and

Whereas, the contract is authorized by law, including the Atomic Energy Act of 1954. (Additional Whereas clauses may be added as appropriate.)

Now therefore, the parties agree as follows: ARTICLE I-THE RESEARCH TO BE PERFORMED

The Contractor shall to the best of its ability furnish personnel, facilities, equipment, materials, supplies and services (except such as are furnished by the Government) necessary for the performance of the research provided for in Appendix "A" attached hereto and made a part hereof and shall perform the research and report thereon pursuant to the provisions of this contract.

ARTICLE II-THE PERIOD OF PERFORMANCE The period for performance under this contract shall commence on and expire on .......

19--; provided, however, that this period may be extended for additional periods by written agreement of the parties.