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(i) published by the Commission in the Federal Register, or (ii) in the absence of such a published figure, determined in accordance with the Commission's established uniform pricing policy. A statement of such pricing policy will be furnished the Supply System upon request. The Commission's published prices and charges, as well as its pricing policy, may be amended from time to time.
(c) Before the Commission shall be obligated to incur any expense for which compensation by the Supply System is provided for herein, the Supply System shall, except as otherwise expressly provided for herein, advance an amount equal to the Commission's estimate of such cost. Upon completion of the work and ascertainment of the cost, the Commission shall promptly refund to the Supply System any unexpended balance. 13. Compliance with Law
The Supply System hereby agrees that it will obey and abide by all applicable laws and regulations of the United States of America; of the State, territory, or political subdivision thereof wherein the contract is performed, or of any other duly constituted authority. 14. Government Property
To the extent that the Supply System does not have in effect insurance protecting it against liability to the Government, the Supply System shall not be liable for loss or destruction of or damage to Commission property at any time during the term of this contract unless such loss, destruction or damage results from willful misconduct or lack of good faith on the part of the Supply System's managing director, or unless such loss, destruction, or damage results from a failure on the part of the Supply System's managerial personnel to take all reasonable steps to comply with any appropriate written directives of the Commission to safeguard such property. 15. Disputes
(a) Except as otherwise provided in this contract, any dispute concerning a question of fact arising under this contract which is not disposed of by agreement shall be decided by the Contracting Officer, who shall reduce his decision to writing and mail or otherwise furnish a copy thereof to the Supply System. The decision of the Contracting Officer shall be final and conclusive unless within 30 days from the date of receipt of such copy, the Supply System mails or otherwise furnishes to the Contracting Officer a written appeal addressed to the Commission. The decision of the Commission or its duly authorized representative for the determination of such appeals shall be final and conclusive unless determined by a court of competent jurisdiction to have been fraudulent, or capricious, or arbitrary, or so grossly erroneous as necessarily to imply bad faith, or not supported by substantial evidence. In connection with any appeal proceeding under this article, the Supply System shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. Pending final decision of a dispute hereunder, the Contracting Officer's decision shall be controlling.
(b) This “Disputes” article does not preclude consideration of law questions in connection with decisions provided for in paragraph (a) above; provided, that nothing in this contract shall be construed as
making final the decision of any administrative official, representative, or board on a question of law. 16. Security
(a) The Supply System shall, in accordance with the Commission's security regulations and requirements, be responsible for safeguarding restricted data and other classified matter and protecting against sabotage, espionage, loss and theft, the classified documents, materials, equipment, processes, etc., as well as such other material of high intrinsic or strategic value as may be in the Supply System's possession in connection with its activities under this contract. The Supply System shall, upon completion or termination of this contract, transmit to the Commission any classified matter in the possession of the Supply System or any person under the Supply System's control in connection with this contract.
(b) The Supply System agrees to conform to all security regulations and requirements of the Commission.
(c) The term “Restricted Data”, as used in this article, means all data concerning (1) design, manufacture, or utilization of atomic weapons; (2) the production of special nuclear material; or (3) the use of special nuclear material in the production of energy, but shall not include data declassified or removed from the Restricted Data category pursuant to section 142 of the Atomic Energy Act of 1954, as amended.
(d) Except as the Commission may authorize, in accordance with the Atomic Energy Act of 1954, as amended, the Supply System shall not permit any individual to have access to Restricted Data until the designated investigating agency shall have made an investigation and report to the Commission on the character, associations, and loyalty of such individual and the Commission shall have determined that permitting such a person to have access to Restricted Data will not endanger the common defense and security. As used in this paragraph, the term "designated investigating agency' means the United States Civil Service Commission or the Federal Bureau of Investigation, or both, as determined pursuant to the provisions of the Atomic Energy Act of 1954, as amended. Access to classified information other than Restricted Data shall not be granted unless the recipient possesses appropriate security clearance.
(e) It is understood that disclosure of information relating to the work or services ordered hereunder to any person not entitled to receive it, or failure to safeguard any Restricted Data or any Top Secret, Secret, or Confidential matter that may come to the Supply System or any person under the Supply System's control in connection with work under this contract, may subject the Supply System, its agents, employees, and subcontractors to criminal liability under the laws of the United States. (See the Atomic Energy Act of 1954, 68 Stat. 919), (see also Executive Order 10104 of February 1, 1950, 15 F.R. 597). 17. Patents
(a) Whenever any invention or discovery is made or conceived by the Supply System in the course of or under this contract, the Supply System shall furnish the Commission with complete information thereon; and the Commission shall have the sole power to determine whether or not and where a patent application shall be filed, and to determine the disposition of the title to and rights under any application or patent that may result. The judgment of the Commission on these matters shall be accepted as final; and the Supply System, for itself and its employees, agrees that the inventor or inventors will execute all documents and do all things necessary or proper to carry out the judgment of the Commission.
(b) No claim for pecuniary award or compensation under the provisions of the Atomic Energy Acts of 1946 and 1954, as amended, shall be asserted by the Supply System or its employees with respect to any invention or discovery made or conceived in the course of, in connection with, or under the terms of this contract.
(c) Except as otherwise authorized in writing by the Commission, the Supply System will obtain patent agreements to effectuate the purposes of paragraphs (a) and (b) of this article from all persons who perform any part of the work under this contract, except such clerical and manual labor personnel as will not have access to technical data.
(d) In addition to the rights of the parties under the foregoing paragraphs in and to inventions or discoveries made or conceived in the course of the work under this contract, the Supply System agrees to and does hereby grant to the Government an irrevocable, non-exclusive, royalty-free license in and to any and all inventions or discoveries (whether patented or not), secret processes, technical information and know-how of the Supply System made, developed or acquired prior to or on the effective date of expiration or completion of this contract which shall or can be utilized, tested or embodied in the work under this contract (1) to make, use and to have made and used throughout the world for governmental purposes, and (2) to sell and have sold such article, material or product embodying said invention, discovery, secret processes, technical information and surplus or condemned public property as provided by law. The acceptance or exercise by the Government of the aforesaid rights and license shall not prevent the Government at any time from contesting the enforceability, validity or scope of, or the title to, any rights or patents herein licensed.
(e) As to those inventions or discoveries referred to in paragraph (d), the Supply System agrees to grant a non-exclusive license under any patent on such inventions or discoveries which it owns, at reasonable terms, to responsible private parties upon request of the Commission. In the event that the Supply System and the prospective licensee cannot agree upon a reasonable royalty, the Supply System agrees that the royalties may be fixed pursuant to the procedure set forth in Section 157(C) of the Atomic Energy Act of 1954, as amended.
(f) Except as otherwise authorized in writing by the Commission, the Supply System will insert in all subcontracts entered into hereunder provisions making this Article applicable to the subcontractor and its employees. 18. Patent Indemnity
The Supply System agrees to indemnify the Government, its officers, agents, servants and employees against liability of any kind (including costs and expenses incurred) for the use of any invention or discovery and for the infringement of any Letters Patent (not including liability, arising pursuant to Section 183, Title 35, (1952) U.S. Code, prior to the issuance of Letters Patent) occurring as a result of its activities under this contract. 19. Nondiscrimination in Employment
In connection with its activities under this contract, the Supply System agrees as follows:
(a) The Supply System will not discriminate against any employee or applicant for employment because of race, creed, color, or national origin. The Supply System will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, creed, color, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Supply System agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Contracting Officer setting forth the provisions of this Nondiscrimination article.
(b) The Supply System will, in all solicitations or advertisements for employees placed by or on behalf of the Supply System, state that all qualified applicants will receive consideration for employment without regard to race, creed, color, or national origin.
(c) The Supply System will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the Contracting Officer advising the said labor union or workers' representative of the Supply System's commitments under this Nondiscrimination clause, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
(d) The Supply System will comply with all provisions of Executive Order No. 10925 of March 6, 1961, and of the rules, regulations, and relevant orders of the President's Committee on Equal Employment Opportunity created thereby.
(e) The Supply System will furnish all information and reports required by Executive Order No. 10925 of March 6, 1961, and by the rules, regulations, and orders of the said Committee, or pursuant thereto, and will permit access to its books, records, and accounts by the Commission and the Committee for purposes of investigation to ascertain compliance with such rules, regulations and orders.
(f) In the event of the Supply System's noncompliance with the Nondiscrimination article of this contract or with any of the said rules, regulations, or orders, this contract may be cancelled in whole or in part and the Supply System may be declared ineligible for further government contracts in accordance with procedures authorized in Executive Order No. 10925 of March 6, 1961, and such other sanctions may be imposed and remedies invoked as provided in the said Executive Order or by rule, regulations, or order of the President's Committee on Equal Employment Opportunity, or as otherwise provided by law.
(g) The Supply System will include the provisions of the foregoing paragraphs (a) through (f) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the President's Committee on Equal Employment Opportunity issued pursuant to section 303 of Executive Order No. 10925 of March 6, 1961, so that such provisions will be binding upon each subcontractor or vendor. The Supply System will take such action with respect to any subcontract or purchase order as the Commission may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event the Supply System becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the Commission, the Supply System may request the United States to enter into such litigation to protect the interests of the United States. 20. Officials Not to Benefit
No member of or delegate to Congress, or resident Commissioner, shall be admitted to any share or part of this contract, or to any benefit that may arise thereform; but this provision shall not be construed to extend to this contract if made with a corporation for its general benefit. 21. Covenant Against Contingent Fees
The Supply System warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Supply System for the purpose of securing business. 22. Convict Labor
In connection with the performance of work under this contract, the Supply System agrees not to employ any person undergoing sentence of imprisonment at hard labor. 23. Examination of Records
(a) The Supply System agrees that the Commission and the Comptroller General of the United States or any of their duly authorized representatives shall have access to and the right to examine any directly pertinent books, documents, papers and records of the Supply System involving transactions related to this contract until the expiration of three years after final payment under this contract unless the Commission authorizes their prior disposition.
(b) The Supply System further agrees to include in all its subcontracts hereunder à provision to the effect that the subcontractor agrees that the Comptroller General of the United States or any of its duly authorized representatives shall, until the expiration of three years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers, and records of such subcontractor, involving transactions related to the subcontract. The term "subcontract” as used in this clause excludes (i) purchase orders not exceeding $2,500 and (ii) subcontracts or purchase orders for public utility services at rates established for uniform applicability to the general public.
(c) Nothing in this contract shall be deemed to preclude an audit by the General Accounting Office of any transaction under this contract.