03_FA880723R0005_Attachment 03 - Intellectual Property Rights.pdf

FA8807-23-R-0005 ATTACHMENT 03 INTELLECTUAL PROPERTY RIGHTS Page 1 of 12

ATTACHMENT 03

FA880723R0005

INTELLECTUAL PROPERTY RIGHTS

FOR

MOBILE USER OBJECTIVE SYSTEM (MUOS)

SERVICE LIFE EXTENSION (SLE)

Phase One

Risk Reduction and Early Design

24 MARCH 2023

Version 1.0

Prepared By:

United States Space Force Space Systems Command (SSC)

Acquisition Delta (CGN) Narrowband SATCOM 4301 Pacific Highway

San Diego, California 92110-3127

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1. INTRODUCTION

The purpose of this Attachment is to identify the rights the U.S. Government will acquire to all data delivered or otherwise provided to the Government during performance of this contract.

Section 3 identifies the rights the U.S. Government will acquire to all such noncommercial technical data, computer software and computer software documentation delivered under any Contract Data Requirements List (CDRL) listed in Table 1. Subsection 3.(a) identifies the rights the U.S. Government will acquire to all commercial technical data, computer software and computer software documentation delivered or otherwise provided to the Government listed in Table 2. Subsection 3.(b) identifies the rights the U.S. Government will acquire to all contract administration information delivered or otherwise provided to the U.S. Government during performance of this contract listed in Table 3. Appendix A includes a copy of all commercial licenses listed in Table 2. Appendix B includes the terms and conditions associated with the contractor’s development and maintenance of an Integrated Data Environment (IDE) Repository—a structured electronic collaborative environment that permits all contractor (and subcontractor) and government personnel the ability to cost-effectively and securely create, manipulate, deposit/upload, retrieve/download, and exchange all data between those personnel created or utilized by those personnel during the period of performance. Appendix B.1 includes a copy of all commercial licenses associated with any commercial technical data or computer software the Contractor or its subcontractors deposit/upload into that Repository listed in Table 4 that is not otherwise delivered or furnished under a CDRL listed in Table 2.

2. Definitions “Data” includes technical data, computer software, computer software documentation (as those terms are defined in this subsection), and contract administration information.

“Commercial item” is defined in FAR 2.101.

“Computer software” is defined in DFARS 252.227-7014(a)(4).

“Computer software documentation” is defined in DFARS 252.227-7014(a)(5).

“Contract administration information” is defined as all data other than technical data, computer software, and computer software documentation (e.g., cost information, financial information, schedule information).

“Covered government support contractor” is defined in DFARS 252.227-7013(a)(5), 252.227- 7014(a)(6), and 252.227-7015(a)(2).

“Firmware” is defined in Space Systems Command (SSC) Standard SMC-S-012.

“Licensee” is defined as the Mobile User Objective System Service Life Extension Phase One Risk Reduction and Early Design contractor.

“Licensor” is defined as the owner (e.g., subcontractor) of commercial technical data, computer software, or computer software documentation.

“Technical data” is defined in DFARS 252.227-7013(a)(15).

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3. Types of Rights Rights in noncommercial technical data, computer software and computer software documentation. The Government shall have the rights in noncommercial technical data, computer software and computer software documentation delivered to the Government as part of a CDRL described in Table 1 below. All technical data, computer software and computer software documentation delivered or otherwise provided to the Government during performance of this contract via a CDRL is classified as noncommercial technical data, computer software, or computer software documentation unless expressly and specifically identified as commercial technical data, computer software, or computer software documentation in Table 2 below.

Table 1 Rights in Noncommercial Technical Data, Computer Software, and Computer Software Documentation

Column 1 Column 2 Column 3 Column 4 Column 5

CDRL

NO.

DATA ITEM TITLE (SUBTITLE)

GOVERNMENT

ASSERTED

RIGHTS

CATEGORY

OFFEROR

PROPOSED

RIGHTS

CATEGORY

PRICE

A001 Program Management Plan Government

Purpose

A002/B002 Monthly Status Report Government

Purpose

A003/B003 Integrated Master Schedule Government

Purpose

A004 Phase 1&2 Summary Report Government

Purpose

A005/B005 Risk Management Status Report Government

Purpose

A006/B006 Cost & SW Data Reporting Government

Purpose

A007/B007 Quantity Data Report Government

Purpose

A008/B008 Cost & Hour Report Government

Purpose

A009/B009 Technical Data Report Government

Purpose

A010/B010 Contractor Business Data Report Government

Purpose

A011/B011 Baseline Description Document Government

Purpose

A012 Contractor Data Management Plan Government

Purpose

A013/B013 Data Accession List Government

Purpose

RESERVED

A100/B100 Satellite System/Subsystem Design Description

Government Purpose

A101 SLE Satellite Subsystem Specifications Government

Purpose

A102 SLE Satellite Unit Specifications Government

Purpose

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A103 Software Requirements Specification Government

Purpose

A106A Interface Control Document (STS-GTS) Unlimited $ A106B Interface Control Document (STS-SCS) Unlimited $ A106C Interface Control Document (STS-SCN) Unlimited $

A107/B107 Systems Engineering Management Plan Limited $

A108 Technical Work Breakdown Structure & Technology Maturation Plan

Limited $

A109 Technical Review Presentation Package Government

Purpose

A110 Mission Assurance Tailoring Limited $

RESERVED

B120 Spectrum Supportability Data Government

Purpose

B121 AI&T Plan Limited $ B122 Parts, Materials, Processes Plan Limited $ B123 Quality Program Plan Limited $ B124 Software Development Plan Limited $

B125 FMECA Plan Government

Purpose

B126 Reliability and Maintainability Plan Government

Purpose

RESERVED

A200 Technical Report – Working Group Summary Report

Government Purpose

A201/B201 Conceptual Design/Drawings/Models Government

Purpose

A202 Requirements Verification Plan Government

Purpose

RESERVED

A301 Program Protection Implementation Plan Unlimited $

A302 System Key Management Plan Government

Purpose

Total Price $

a. Rights in commercial technical data, computer software and computer software documentation. In addition to the rights the Government will obtain in commercial technical data, computer software and computer software documentation delivered or otherwise provided to the Government during performance of this contract via a CDRL listed in Table 2 contained in Appendix A to this attachment, the Government will acquire the following rights to that technical data and computer software notwithstanding any statements to the contrary in any of the licenses listed in Table 2 that are contained in Appendix A:

(1) The Government shall have the right to use, perform, display or disclose that commercial technical data, computer software and computer software documentation, in whole or in part, within the Government. The Government may not, without the written permission of the Contractor, release or disclose the commercial technical data, computer software, and computer software documentation outside the Government or use the commercial technical data and computer software for manufacture, except that the Government shall have the right to use, modify, reproduce, release, perform, display or disclose that commercial technical data, computer software and computer software documentation to any covered government support

FA8807-23-R-0005 ATTACHMENT 03 INTELLECTUAL PROPERTY RIGHTS Page 6 of 12 contractor not to exceed the quantity specified in Column 4 of Table 2 for commercial computer software.

(2) The duration of all such licenses shall be, at minimum, for the period of performance of this contract (including options, if exercised) unless the commercial license specifies a longer period for the total quantity listed in Column 4 of Table 2. The Contractor will be relieved of all responsibilities with respect to such licenses upon the end of the period of performance of this contract, at which time the Government will assume responsibility for acquiring those licenses under existing or follow-on contracts.

(3) License rights related to commercial technical data described in, and granted to the U.S. Government under, DFARS 252.227-7015(b)(1) shall apply to all such technical data associated with delivered computer software including, but not limited to, user’s manuals, installation instructions, and operating instructions.

(4) The Contractor shall not add, delete or replace any commercial technical data, computer software, or computer software documentation listed in Table 2 unless the Government has approved that addition, deletion or replacement and the contract has been modified to add, delete or replace that item from that table and delete or replace the applicable license(s) from Appendix A.

Table 2

Rights in Commercial Technical Data, Computer Software, and Computer Software Documentation (CDRLs)

Column 1 Column 2 Column 3 Column 4 Column 5

NO.

DATA ITEM TITLE

(SUBTITLE)

VENDOR NAME;

TECHNICAL

DATA/SOFTWARE

APPLICATION NAME;

LICENSE NO.

QUANTITY PRICE

b. Special License Rights Category A (“SLRC-A”): Rights in contract administration information. The Government shall have the right to use, modify, perform, display or disclose all such data listed in Table 3 below, in whole or in part, within the Government. The Government may not, without the written permission of the Contractor, release or disclose that data outside the Government, use the data for manufacture, or authorize the data to be used by another party, except that the Government may reproduce, release or disclose such data or

FA8807-23-R-0005 ATTACHMENT 03 INTELLECTUAL PROPERTY RIGHTS Page 7 of 12 authorize the use or reproduction of such data by the following persons outside the Government (including their subcontractors) to perform their respective contract(s) listed below:

(1) MUOS Program Management Support Services (GSA Task Order 47QFPA22F0035 on Contract GS00Q14OADS619)

i. Tecolote Research Inc.

ii. Booz Allen Hamilton, Inc.

iii. Systems Technology Forum, Ltd.

iv. 112 West, LLC

v. Modern Technology Solutions, Inc.

(2) MUOS System Engineering Support Services (GSA Task Order 47QFPA23F0002 on Contract GS00Q14OADS610)

i. Modern Technology Solutions, Inc.

ii. SBG Technology Solutions, Inc.

iii. 112 West, LLC

iv. LinQuest Corporation

v. Folsys Engineering, LLC

vi. G2 Software Systems

vii. KBR Inc.

viii. Trabus Technologies

ix. Systems Technology Forum, Ltd.

x. WCG Solutions

xi. A2 Systems Engineering

(3) BCubed Engineering Corporation (Delivery Order N652362293005 on Contract N652362290006)

(4) Linquest Corporation (Task Order 47QFLA21F0221 on Contract

47QFLA21K0027-002)

(5) The Aerospace Corporation (Contract FA8802-19-C-0001)

(6) The MITRE Corporation (Contract FA8702-19-C-0001)

(7) John Hopkins University, Applied Physics Laboratory (Task Order N00024-22-F-

8046 on Contract N00024-13-D-6400)

(8) Massachusetts Institute of Technology, Lincoln Laboratory (Contract FA8702-15- D-0001)

The Contractor agrees that the Government shall have the right to unilaterally add or delete covered government support contractors (and contracts) from this list at any time, and its exercise of that right shall not entitle the Contractor or its subcontractors to an equitable adjustment or a modification of any other terms and conditions of this contract.

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Table 3

Rights in Contract Administration Information

Column 1 Column 2 Column 3

NO.

DATA ITEM TITLE (SUBTITLE) PRICE

A005/B005 Risk Management Status Report $ A006/B006 Cost & SW Data Reporting $ A007/B007 Quantity Data Report $ A008/B008 Cost & Hour Report $ A009/B009 Technical Data Report $ A010/B010 Contractor Business Data Report $

A012 Contractor Data Management Plan $

A013/B013 Data Accession List $

4. Additional marking requirements

a. The contractor shall affix a copy of this Attachment (less Appendices) to any CDRL delivered to the Government. In addition, if the contents of any CDRL delivered to the Government contains commercial technical data, commercial computer software or computer software documentation, prior to delivery, the Contractor shall physically attach a copy of the applicable commercial license(s) listed in Table 2 contained in Appendix A for that CDRL to that CDRL.

The Contractor shall also expressly identify by highlighting in red ink which specific items of commercial technical data located on which specific portions of that data the release of which outside the Government is restricted by that/those license(s). If the contents of any CDRL delivered to the Government listed in Table 3 will be delivered with Special License Rights Category A (SLRC-A) described in subsection c.(3) above, the Contractor shall affix to the cover page of that data the legend prescribed by DFARS 252.227-7013(f)(4) and 252.227-7014(f)(4), delete the word “technical” from that legend, and insert the following text immediately after the phrase “License No.” in that legend: “SLRC-A/____**___ PROPRIETARY.” Under such circumstances, the Contractor shall also physically attach a copy of this Attachment to that data.

b. Since some CDRLs require the delivery of both technical data and contract administration information, different license rights will apply to those portions of those CDRLs that require the delivery of technical data than those portions that require the delivery of contract administration information. Under such circumstances, the Contractor shall affix all restrictive markings required by Table 1 and 3 to the cover sheet of the CDRL, mark each subsequent sheet of data with an abbreviated marking(s) to indicate the applicable restrictive rights assertion(s), and refer to the title/cover page for additional information. When only portions of a page of printed material are subject to the asserted restrictions, such portions shall be identified by highlighting in green ink, circling, underscoring, annotating or other appropriate identifier, which contract administration information located on which specific portions of that CDRL the release of which

FA8807-23-R-0005 ATTACHMENT 03 INTELLECTUAL PROPERTY RIGHTS Page 9 of 12 outside the Government is restricted by the Special License Rights Category A (“SLRC- A/___**___ PROPRIETARY”) described in subsection 3(b) above.

c. The Contractor acknowledges that, given the type of license described in subsection 3(b) that applies to specific persons for specific purposes for specific items of data delivered at specific times during performance of this contract. Failure to affix the proper restrictive marking to the appropriate data prior to delivering or otherwise providing that data to the Government exponentially increases the risk that that data will be released to unauthorized persons for unauthorized purposes. Accordingly, in addition to the release from liability contained in DFARS 252.227-7013(b)(6) and 252.227-7014(b)(6), the Contractor agrees to release the Government from liability for any release or disclosure of contract administration information made in accordance with this Attachment if any of that information delivered to the Government does not comply in all respects with the marking requirements specified herein.

5. Allocability of Prices to CLIN(s) The prices in Column 5 in Table 1, 2, and in Column 3 of Tables 3 and 4 for each data item listed in those tables shall be invoiced against the applicable CLIN under which the CDRL was developed upon the contractor uploading that data item to the IDE (Appendix B).

6. Updates The price of any rights in data described above includes the price of the rights in data to any changes (e.g., updates, software maintenance patches, minor version changes (e.g., from V1.1 to V1.2 not V1.1 to V2.0)) or substitutions made to that data by the Contractor anytime during performance of this contract.

7. License Transference Any license associated with any data the Contractor or any of its subcontractors deposit into the IDE shall transfer upon depositing that data into the IDE.

8. Order of Precedence Upon delivery of any commercial technical data, computer software, computer software documentation, or any combination thereof, by the Contractor or any of its subcontractors listed in Tables 2 or 4 of this Attachment, the following provisions shall take precedence over conflicting provisions in any license associated with those items, notwithstanding any provisions in those licenses to the contrary through renewals or extensions, as needed, to this contract:

(1) The Government shall have the right to use, perform, display or disclose that commercial technical data, computer software, or computer software documentation, in whole or in part, within the Government not to exceed the quantity specified in Column 4 of Table 2 and Column 2 of Table 4 of this Attachment. The Government may not, without the written permission of the Contractor, release or disclose the commercial technical data, computer software, and computer software documentation outside the Government or use the commercial technical data and computer software for manufacture, except that the Government shall have the right to use, modify, reproduce, release, perform, display, or disclose that commercial technical data, computer software and computer software documentation to any covered government support contractor not to exceed the quantity specified in Column 4 of Table 2 or Column 2 of Table 4 of this Attachment.

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(2) The duration of this license shall be, at minimum, for the period of performance of this contract, unless the license specifies a longer period.

(3) Operation, maintenance, installation, training data. License rights related to technical data described in, and granted to the U.S. Government under, DFARS 252.227- 7015(b)(1) shall apply to all such technical data associated with delivered computer software, including but not limited to, user’s manuals, installation instructions, and operating instructions.

(4) Law and disputes. Disputes arising between the Licensee and the U.S.

Government shall be subject to the Contract Disputes Act such that the jurisdiction and forum for disputes hereunder shall be the Armed Services Board of Contract Appeals (ASBCA) or the U.S.

Court of Federal Claims (COFC), as appropriate. Any claim the Licensee files with the U.S.

Government on behalf of the Licensor, and any claim the U.S. Government files with the Licensor, shall be submitted within the period specified in FAR 52.233-1.

(5) Arbitration, equitable or injunctive relief. In the event of a claim or dispute arising under or relating to this contract, binding arbitration shall not be used unless specifically authorized by agency guidance, and equitable or injunctive relief, including the award of attorney fees, costs or interest, may be awarded against the U.S. Government only when explicitly provided by statute (e.g., Prompt Payment Act, Equal Access to Justice Act).

(6) No automatic renewals. If any license tied to periodic payment is provided under this contract, such license shall not renew automatically upon expiration of its current term.

(7) Indemnification. Any provision in any license that purports to require the U.S.

Government to indemnify the Licensee or Licensor is void pursuant to FAR 52.232-39. Any provision in any license that requires the Licensor to defend or indemnify the U.S. Government is hereby amended to provide that the U.S. Department of Justice has the sole right to represent the United States in any such action in accordance with 28 U.S.C. § 516.

(8) Audits. Upon receiving written consent by the U.S. Government, the Licensor may enter government installations to audit the government’s compliance with the license.

Discrepancies found during an audit may result in a charge by the Licensor to the Government.

Any resulting invoice must comply with the proper invoicing requirements specified in this contract. If disputed by the Government, that charge will be resolved in accordance with FAR 52.233-1; no payment obligation shall arise on the part of the Government until the conclusion of the dispute process. Any audit requested by the Licensor will be performed at the Licensee’s expense, without reimbursement by the Government.

(9) Continued use. The Licensor understands that the ultimate purpose of the Licensee entering into this License with the Licensor is for the Licensor to supply to the U.S.

Government technical data and computer software to be used by the Production Corp to develop, produce, and sustain a weapon system whose continued sustainment is mandated by Federal law (10 U.S.C. § 2281; 51 U.S.C. § 50112). Accordingly, should the U.S. Government use, release or disclose the items described in this License in a manner inconsistent with its terms, the U.S.

Government shall not be required to remove, uninstall, or stop using those items or return such items to the Licensee and the Licensor’s remedy will be limited to monetary damages.

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(10) Inconsistencies. In the event of inconsistencies between the license and Federal law (e.g., FAR 52.232-25 (“Prompt Payment”), FAR 52.246-2 (“Inspection of Supplies—Fixed- Price”), FAR 52.246-3 (“Inspection of Supplies—Cost-Reimbursement”), DFARS 252.225-7048 (“Export-Controlled Items”), and regulations specified in the applicable DD254 (Department of Defense, Contract Security Classification Specification)), Federal law shall apply.

9. Nondisclosure Agreements

(1) The Contractor and its subcontractors hereby waive the requirement in DFARS 252.227-7013(b)(3)(iv)(C) and DFARS 252.227-7014(b)(3)(iii)(C) for covered government support contractors to enter into nondisclosure agreements with it/them prior to the Government’s use, release, or disclosure of technical data or computer software identified in Table 1 affixed with Limited Rights or Restricted Rights markings to such covered government support contractors.

(2) The Contractor and its subcontractors shall not require covered government support contractors listed in subsection 3.(b) to enter into nondisclosure agreements with it/them prior to the Government’s use, release, or disclosure of contract administration information listed in Table 3 to those covered government support contractors.

(3) The Contractor or its subcontractors shall not require Government employees to sign nondisclosure agreements prior to releasing technical data, computer software, or contract administration information to those employees.

10. Canon of Construction The Contractor and all of its subcontractors agree that this acquisition is not a funding agreement for work that derives from, extends, or completes efforts made under any prior Small Business Innovative Research (SBIR) funding agreement performed by the Contractor or any subcontractor at any tier.

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APPENDIX A: COMMERCIAL LICENSES (CDRLs)

APPENDIX B: Integrated Data Environment (IDE) REPOSITORY

Table 4 – Rights in Commercial Technical Data, Computer Software, and Computer Software Documentation (IDE)

COMMERCIAL TECHNICAL DATA, COMPUTER SOFTWARE, AND COMPUTER SOFTWARE

DOCUMENTATION DEPOSITED/UPLOADED INTO THE IDE REPOSITORY (OTHER THAN THAT

LISTED IN TABLE 2)

Column 1 Column 2 Column 3

VENDOR NAME; TECHNICAL DATA/SOFTWARE APPLICATION

NAME; LICENSE NO.

QUANTITY PRICE

APPENDIX B.1: COMMERCIAL LICENSES (ALL TECHNICAL DATA, COMPUTER

SOFTWARE, AND COMPUTER SOFTWARE DOCUMENTATION NOT DELIVERED

VIA CDRLS)