1-09 Exh A to USG PO TC - Natrium Subcontractor Flowdowns Final.docx

EXHIBIT A

DOE FLOWDOWN PROVISIONS

1) That are required by applicable law or the terms and conditions of the Cooperative Agreement to be applicable to sub-tier agreements issued by the Company to its subcontractors/suppliers; and/or

2) That are set out in this Exhibit A so that, in performance of its Services, Supplier’s actions are consistent with and support Company’s performance of and compliance with its obligations under the Cooperative Agreement. Such provisions are identified as “[For Cooperation]”.

1) The term Contractor shall be considered a reference to Supplier as that term is defined in the Purchase Order.

2) The terms “Recipient”, “recipient”, “non-Federal entity”, “US SFR Owner, LLC” shall be deemed to mean Contractor as defined in subsection (1) above. Provided, however, that Company shall be the sole entity that interfaces with DOE with respect to performance of the obligations under the DOE Cooperative Agreement;

3) References to DOE, the government, or DOE personnel shall be deemed to mean the Company as that term is defined in the Purchase Order; and

4) References to “this award” or to “this FOA” shall be deemed to be references to this Purchase Order and any directions or other actions of the DOE or any of its personnel pursuant to these provisions shall be deemed to be the Company’s direction or action for purposes of this Purchase Order.

The administrative requirements for DOE grants and cooperative agreements are contained in 2 CFR Part 200 as amended by 2 CFR Part 910 (See: http://www.eCFR.gov). All references to 2 CFR 200, 2 CFR 910, FAR and DEAR clauses and articles incorporated by reference are, unless otherwise specified, to the version applicable as of the effective date of this Agreement.[footnoteRef:1] [1: Or as thereafter amended by DOE under the terms of the Cooperative Agreement.

(4) RESOLUTION OF CONFLICTING CONDITIONS

Any apparent inconsistency between Federal statutes and regulations and the terms and conditions contained in this award must be referred to the DOE Award Administrator for guidance.[footnoteRef:2] [2: Any such referral shall be made solely by and at discretion of Company.

(7) CONFERENCE SPENDING (FEBRUARY 2015)

The recipient shall not expend any funds on a conference not directly and programmatically related to the purpose for which the grant or cooperative agreement was awarded that would defray the cost to the United States Government of a conference held by any Executive branch department, agency, board, commission, or office for which the cost to the United States Government would otherwise exceed $20,000, thereby circumventing the required notification by the head of any such Executive Branch department, agency, board, commission, or office to the Inspector General (or senior ethics official for any entity without an Inspector General), of the date, location, and number of employees attending such conference.

(19) PUBLICATIONS

The Recipient is encouraged to publish or otherwise make publicly available the results of the work conducted under the award. An acknowledgment of Federal support and a disclaimer must appear in the publication of any material, whether copyrighted or not, based on or developed under this project, as follows:

Acknowledgment: “This material is based upon work supported by the Department of Energy under Award Number(s) [Enter the award number(s)].”

Disclaimer: “This report was prepared as an account of work sponsored by an agency of the United States Government. Neither the United States Government nor any agency thereof, nor any of their employees, makes any warranty, express or implied, or assumes any legal liability or responsibility for the accuracy, completeness, or usefulness of any information, apparatus, product, or process disclosed, or represents that its use would not infringe privately owned rights. Reference herein to any specific commercial product, process, or service by trade name, trademark, manufacturer, or otherwise does not necessarily constitute or imply its endorsement, recommendation, or favoring by the United States Government or any agency thereof. The views and opinions of authors expressed herein do not necessarily state or reflect those of the United States Government or any agency thereof.”

(20) FEDERAL, STATE, AND MUNICIPAL REQUIREMENTS

The Recipient must obtain any required permits and comply with applicable federal, state, and municipal laws, codes, and regulations for work performed under this award.

(21) INTELLECTUAL PROPERTY PROVISIONS

[See also Supplement 1 to this Exhibit A, as indicated above.] Special Intellectual Property Provisions will apply to Agreements awarded under this FOA. These include special data protection provisions and the issuance of a class patent waiver to enhance commercialization of technology developed under this program. Additionally, specific intellectual property provisions can be found in Appendix R, and will be amended as directed under any class patent waiver.

Special Protected Data Statutes. This program is covered by a special protected data statute. The provisions of the statute provide for the protection from public disclosure, for a period of up to five (5) years, technical data or commercial or financial data first produced in the performance of the award which if it had been obtained from and first produced by a non-federal party, would be a trade secret or commercial or financial information that is privileged or confidential under the meaning of 5 U.S.C. 552(b)(4), and which data is marked as being protected data by a party to the award. If the maximum statutory period for protection from the public disclosure is extended during the period of performance of the award, DOE will modify the award to extend the period of protection from public disclosure to the maximum allowable time period provided by statute with retroactive effect to the date of award to the extent allowable by applicable law. Generally, the provision entitled, Rights in Data — Programs Covered Under Special Protected Data Statutes, (2 CFR 910 Appendix A to Subpart D —Patent and Data Provisions), would apply, but may be modified to accommodate NE program requirements and which have been agreed between recipient and DOE in Attachment B1. Otherwise, the government has unlimited rights in technical data created under the DOE agreement. Delivery or third- party licensing of proprietary software or data developed solely at private expense will not normally be required except as specifically negotiated in an agreement or patent waiver to satisfy DOE’s needs or to ensure the commercialization of technology developed under the DOE agreement.

Class Patent Waiver: The Office Nuclear Energy (NE) Class Patent Waiver W(C) 2020-002 is applicable to this agreement/award. The class patent waiver will provide recipients, subrecipients and subcontractors, not subject to the Bayh-Dole Act, the option to retain title to their own inventions, subject to the same government retained rights identified in the Act above. To retain the class waiver, a recipient, subrecipient or subcontractor, as a whole or as a team, must maintain the required cost-share under the program and agree to substantially manufacture technology created under this FOA in the U.S., or provide other economic benefits to the U.S. in accordance with the U.S. Competitiveness provision set forth in the above-referenced class patent waiver.

If government funding is not available under the Award Agreement for the complete term and at the funding levels needed for completion, limiting the ability of the recipient to complete and operate the Advanced Reactor as contemplated by the Award Agreement, DOE agrees, upon recipient’s request to DOE, to provide appropriate relief from the U.S. Competitiveness clause set forth in the Class Patent Waiver in order to enable recipient to complete and operate the Advanced Reactor outside of the United States.

Small Businesses and Nonprofits: Domestic small businesses and domestic nonprofit organizations will receive the patent rights clause at 37 CFR 401.14, i.e., the implementation of the Bayh-Dole Act. This clause permits domestic small business and domestic nonprofit organizations to retain title to subject inventions. Therefore, small businesses and nonprofit organizations do not need to request a waiver.

(26) INSURANCE COVERAGE (DECEMBER 2014) (REVISED)

See 2 CFR 200.310 for insurance requirements for real property and equipment acquired or improved with Federal funds.

At a minimum, the Recipient shall provide insurance in the minimum amounts as set forth below. The required amount of insurance to be carried by the Recipient under this section may be changed following the Government’s written notice to the Recipient and mutual agreement by the Government and Recipient.

Worker’s Compensation and Employer’s Liability.

The Recipient is required to comply with applicable Federal and State workers’ compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer’s liability section of the insurance policy, except when project operations are so commingled with a Recipient’s commercial operations that it would not be practical to require this coverage. The Recipient and as applicable, its subrecipients and subcontractors, shall obtain employer’s liability coverage of at least $100,000.

General Liability.

The Recipient is encouraged to obtain bodily injury liability insurance coverage written on the comprehensive form of policy. Recommended levels of at least $500,000 per occurrence and property damage liability insurance coverage of at least $500,000 per occurrence are encouraged.

Automobile Liability.

The Recipient is encouraged to obtain automobile liability insurance written on the comprehensive form of policy. It is recommended that the policy provide for bodily injury and property damage liability covering the operation of all automobiles, including Government furnished vehicles, used in connection with performing the cooperative agreement, at the following recommended amounts: obtain coverage of at least $200,000 per person and $500,000 per occurrence for bodily injury and $50,000 per occurrence for property damage, including any property damage to Government furnished vehicles.

(28) EQUIPMENT (DECEMBER 2014)

[Not applicable unless incorporated by “Equipment” Supplement.]

(29) USE OF REAL PROPERTY AND EQUIPMENT ACQUIRED UNDER THE AWARD

[Not applicable unless incorporated by “Equipment” Supplement.]

(30) SUPPLIES (DECEMBER 2014)

See 2 CFR § 200.314 for requirements pertaining to supplies acquired under a Federal award. See also § 200.453 Materials and supplies costs, including costs of computing devices.

(32) PROPERTY TRUST RELATIONSHIP (DECEMBER 2014)

[Not applicable unless incorporated by “Equipment” Supplement.]

(40) FINAL INCURRED COST AUDIT (DECEMBER 2014)

[For Cooperation] In accordance with 2 CFR § 200 as amended by 2 CFR § 910, DOE reserves the right to initiate a final incurred cost audit on this award. If the audit has not been performed or completed prior to the closeout of the award, DOE retains the right to recover an appropriate amount after fully considering the recommendations on disallowed costs resulting from the final audit.

(43) LOBBYING RESTRICTIONS (MARCH 2012)

By accepting funds under this award, the Recipient agree that none of the funds obligated on the award shall be expended, directly or indirectly, to influence congressional action on any legislation or appropriation matters pending before Congress, other than to communicate to Members of Congress as described in 18 U.S.C. 1913. This restriction is in addition to those prescribed elsewhere in statute and regulation.

(45) NONDISCLOSURE AND CONFIDENTIALITY AGREEMENTS ASSURANCES (JUNE 2015)

By entering into this agreement, the undersigned attests that US SFR Owner, LLC does not and will not require its employees or contractors to sign internal nondisclosure or confidentiality agreements or statements prohibiting or otherwise restricting its employees or contactors from lawfully reporting waste, fraud, or abuse to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information.

The undersigned further attests that US SFR Owner, LLC does not and will not use any Federal funds to implement or enforce any nondisclosure and/or confidentiality policy, form, or agreement it uses unless it contains the following provisions:

“These provisions are consistent with and do not supersede, conflict with, or otherwise alter the employee obligations, rights, or liabilities created by existing statute or Executive order relating to (1) classified information, (2) communications to Congress, (3) the reporting to an Inspector General of a violation of any law, rule, or regulation, or mismanagement, a gross waste of funds, an abuse of authority, or a substantial and specific danger to public health or safety, or (4) any other whistleblower protection. The definitions, requirements, obligations, rights, sanctions, and liabilities created by controlling Executive orders and statutory provisions are incorporated into this agreement and are controlling.”

The limitation above shall not contravene requirements applicable to Standard Form 312, Form 4414, or any other form issued by a Federal department or agency governing the nondisclosure of classified information.

Notwithstanding provision listed in paragraph (a), a nondisclosure or confidentiality policy form or agreement that is to be executed by a person connected with the conduct of an intelligence or intelligence-related activity, other than an employee or officer of the United States Government, may contain provisions appropriate to the particular activity for which such document is to be used. Such form or agreement shall, at a minimum, require that the person will not disclose any classified information received in the course of such activity unless specifically authorized to do so by the United States Government. Such nondisclosure or confidentiality forms shall also make it clear that they do not bar disclosures to Congress, or to an authorized official of an executive agency or the Department of Justice, that are essential to reporting a substantial violation of law.

(48) PERSONNEL (DECEMBER 2014)

The individual named as the Principal Investigator is designated as a key person; additional key personnel are listed in the project narrative. Changes to designated key personnel or participating organizations require prior written DOE approval in accordance with 2 CFR 200.308.

(49) PROHIBITION ON PERSONALLY IDENTIFIABLE INFORMATION (PII)

The Recipient / Contractor must not provide PII, either printed or electronic, to the U.S. Department of Energy within any deliverable, report or submittal under this agreement / contract. Personally Identifiable Information (PII) is any information maintained by the Contractor / Recipient about an individual, including but not limited to, education, financial transactions, medical history and criminal or employment history, and information that can be used to distinguish or trace an individual’s identity, such as his/her name, social security number, date and place of birth, mother’s maiden name, biometric data, etc., and including any other personal information that is linked or linkable to a specific individual. This requirement must be incorporated into any and all subcontracts or subagreements to the lowest tier.

(59) LIABILITY DURING OPERATION OF THE ADVANCED DEMONSTRATION REACTOR

Notwithstanding any other terms of this Agreement, the Government shall not be responsible for or have any obligation (except to the extent provided by the NRC under the Price Anderson Act and 10 CFR Part 140) to the recipient for operation of the advanced demonstration reactor or other recipient facilities operated in connection with the reactor, including any costs which may be incurred by the recipient in connection with the operation of the reactor or related facilities due to the performance of the work under this Agreement, whether said work was performed prior to or subsequent to the effective date of this Agreement or following the end of the project period of this agreement.

(63) WAIVER REQUESTS: PERFORMANCE OF WORK IN THE UNITED STATES

Work performed (i.e., purchases and labor) under awards must be performed in the U.S., unless otherwise approved as part of the original application, or during performance, by DOE in accordance with the thresholds set forth in this clause.

Below $1M: This requirement does not apply to the foreign purchase of supplies and equipment or for foreign labor (cumulative) performed below $1M; however, the Awardee should make reasonable efforts to perform labor and/or purchase supplies and equipment within the U.S. below this threshold.

At $1M or above, up to $5M, the awardee must notify DOE at least 30 days prior to foreign purchase of supplies and equipment or for foreign labor (cumulative) performed, using the Special Status report specified in the award’s Reporting Requirements checklist.

Over $5M, the awardee must obtain prior written DOE approval using the Waiver Request for Non-US Work at Appendix F, at least 30 days prior to the foreign purchase of supplies and equipment or for foreign labor (cumulative) performed.

In adherence to the above thresholds, awards proposing foreign purchase of supplies and equipment or for foreign labor performed must clearly specify what work is to be done, by which entity, where the work is to be performed, the estimated time period for the work, the estimated dollar value of the work and the rationale for doing the work outside the U.S.

The Awardee must flow down these requirements to its subrecipients. [footnoteRef:3] [3: Because of the cumulative nature of the limitation applicable to Company, Company pre-approval is required for any foreign purchase of supplies and equipment or for foreign labor by Contractor.]

(64) DOE APPROVAL FOR SUBAWARDS AND SUBCONTRACTS

The Recipient is required to obtain DOE approval on all subcontracts or subawards over $5 million, including all options and/or material modifications thereto, unless these are already otherwise listed in the award’s approved project narrative and/or as listed below:

Sub-recipients:

TerraPower, LLC American Centrifuge Operating, LLC (a subsidiary of Centrus Energy Corp) Duke Energy/Duke Energy Business Services, LLC Energy Northwest GE-Hitachi Nuclear Energy Americas LLC Global Nuclear Fuel-Americas, LLC Orano Decommissioning Services/Orano Federal Services Subcontractors Bechtel Power Corporation (both for an initial subcontract called an ARDP Services Agreement and for a later Engineering, Procurement and Construction contract) [Remainder Not Applicable]

(65) TECHNICAL DIRECTION

Performance of the work under this award shall be subject to the technical direction of the DOE Technical Project Officer (TPO).[footnoteRef:4] The term “technical direction” is defined to include: [4: For purposes of this paragraph, any technical direction from the DOE Technical Project Officer shall be communicated by Company as a direction to Contractor where applicable.]

Providing direction to the Recipient that may redirect award effort, shift work emphasis between work areas or tasks, require pursuit of certain lines of inquiry, fill in details, or otherwise serve to accomplish the project.

Providing written information to the Recipient that assists in interpreting drawings, specifications, or technical portions of the work description.

Reviewing and, where required by the award, approving, technical reports, drawings, specifications, and technical information to be delivered by the Recipient to the Government.

The Recipient will receive a copy of the written TPO designation from the Contracting Officer. It will specify the extent of the TPO’s authority to act on behalf of the Contracting Officer.

Technical direction must be within the scope of work stated in the award. The TPO does not have the authority to, and may not, issue any technical direction that— Constitutes an assignment of additional work outside the Project Narrative;

Constitutes a change;

In any manner causes an increase or decrease in the total estimated award project cost or the time required for award performance;

Changes any of the expressed terms, conditions or specifications of the award;

Interferes with the Recipient’s right to perform the terms and conditions of the award. All technical direction shall be issued in writing by the TPO or Conflicts with NRC issued permits, licenses, or guidance under which the project is performing.

The Recipient must proceed promptly with the performance of technical direction duly issued by the TPO in the manner prescribed by this clause and within its authority under the provisions of this clause. If, in the opinion of the Recipient, any instruction or direction by the TPO falls within one of the categories defined beyond its authority, in this Section (65), the Recipient must not proceed and must notify the Contracting Officer in writing within five (5) working days after receipt of any such instruction or direction and must request the Contracting Officer to modify the award accordingly. Upon receiving the notification from the Recipient, the Contracting Officer must— Advise the Recipient in writing within thirty (30) days after receipt of the Recipient’s letter that the technical direction is within the scope of the award effort and does not constitute a change under the Changes clause of the award;

Advise the Recipient in writing within a reasonable time that the Government will issue a written change order; or Advise the Recipient in writing within a reasonable time not to proceed with the instruction or direction of the TPO.

A failure of the Recipient and Contracting Officer either to agree that the technical direction is within the scope of the award or to agree upon the award action to be taken with respect to the technical direction will be subject to a final decision by the Contracting Officer.

(66) TECHNICAL PROJECT OFFICER/PROJECT MANAGER AUTHORITY

[For Cooperation] The DOE Technical Project Officer/Project Manager assigned to this award is not authorized to issue, and the Recipient is not required to follow, any technical advice[footnoteRef:5] that constitutes work which: [5: Contractor shall notify the Company of any technical direction or technical advice received by Contractor directly from representatives of DOE.] is not within the agreed work scope approved by the award;

in any manner causes an increase or decrease in the total estimated Project cost or in the time required for performance of the Project;

has the effect of changing any of the terms or conditions of the award;

unduly interferes with the recipient’s contractual negotiations or obligations with third-parties;

unduly interferes with recipient’s health, safety, security, and environmental obligations whether provided by statute, ordinance or regulation (“law”), or recipient corporate policy that is consistent with law;

interferes with the recipient’s right to perform the project in accordance with the terms and conditions of the award; or conflicts with US NRC issued permits, licenses or guidance under which the project is performing.

(71) PREPARATION OF COST ESTIMATE - CONSTRUCTION OF THE ADVANCED DEMONSTRATION REACTOR [Not applicable unless incorporated by “Construction” Supplement.]

(72) NATIONAL SECURITY: CLASSIFIABLE RESULTS ORIGINATING UNDER AN AWARD (DECEMBER 2014) This award is intended for unclassified, publicly releasable research. You will not be granted access to classified information. DOE does not expect that the results of the research project will involve classified information. Under certain circumstances, however, a classification review of information originated under the award may be required. The Department may review research work generated under this award at any time to determine if it requires classification.

Executive Order 12958 (60 Fed. Reg. 19,825 (1995)) states that basic scientific research information not clearly related to the national security shall not be classified. Nevertheless, some information concerning (among other things) scientific, technological, or economic matters relating to national security or cryptology may require classification. If you originate information during the course of this award that you believe requires classification, you must promptly:

Notify the DOE Project Officer and the DOE Award Administrator;[footnoteRef:6] [6: Contractor communications to DOE shall be solely through Company to the DOE Project Officer or DOE Award Administrator at Company’s discretion]

Submit the information by registered mail directly to the Director, Office of Classification and Information Control, SO-10.2; U.S. Department of Energy; P.O. Box A; Germantown, MD 20875-0963, for classification review;

Restrict access to the information to the maximum extent possible until you are informed that the information is not classified, but no longer than 30 days after receipt by the Director, Office of Classification and Information Control.

RESERVED.

If DOE does not respond within the specified time periods, you are under no further obligation to restrict access to the information.

(74) ANNUAL AUDIT

If the recipient expends $750,000 or more in a year under Federal awards, they must have a compliance audit conducted for that year by an independent auditor in accordance with the requirements in 2 CFR Parts 910.500 through 910.521.

(78) GOVERNMENT ACCESS TO CONSTRUCTION PROJECT INFORMATION

[Not applicable unless incorporated by “Construction” Supplement.]

(81) WORK OVERSIGHT IN ENGINEERING, PROCUREMENT, CONSTRUCTION CONTRACT AWARDS

[Not applicable unless incorporated by “Construction” Supplement.]

(83) ARCHITECTURAL BARRIERS ACT OF 1968 (42 U.S.C. § 4151 ET SEQ.) - CONSTRUCTION OF THE ADVANCED DEMONSTATION REACTOR [Not applicable unless incorporated by “Construction” Supplement.]

(84) EQUAL EMPLOYMENT OPPORTUNITY UNDER E.O. 11246 — CONSTRUCTION OF THE ADVANCED DEMONSTATION REACTOR [Not applicable unless incorporated by “Construction” Supplement.]

(85) PERFORMANCE AND PAYMENT BONDS- CONSTRUCTION OF THE ADVANCED DEMONSTATION REACTOR [Not applicable unless incorporated by “Construction” Supplement.]

(91) CONSTRUCTION PERFORMANCE REPORTS

[Not applicable unless incorporated by “Construction” Supplement.]

(93) MATERIAL AND WORKMANSHIP FOR THE CONSTRUCTION OF THE ADVANCED DEMONSTRATION REACTOR All equipment, material, and articles incorporated into the work covered by this award shall comply with applicable NRC quality assurance and safety-related regulations, and (upon issuance) the License for the advanced demonstration reactor. If work is performed at a Federal location, the Contracting Officer may require, in writing, that the Recipient remove from the work any employee the Contracting Officer deems incompetent, careless, or otherwise objectionable.

(94) PERMITS AND RESPONSIBILITIES - CONSTRUCTION OF THE ADVANCED DEMONSTATION REACTOR [Not applicable unless incorporated by “Construction” Supplement.]

(95) EXCUSABLE DELAYS

Except for defaults of subcontractors or subrecipients at any tier, the Recipient shall be in an excusable delay position because of any failure to perform this cooperative agreement under its terms if the failure arises from causes beyond the control and without the fault or negligence of the Recipient. Examples of these causes are (1) acts of God or of the public enemy, (2) acts of the Government in either its sovereign or contractual capacity, (3) fires, (4) floods, (5) epidemics, (6) quarantine restrictions, (7) strikes, (8) freight embargoes, and (9) unusually severe weather. In each instance, the failure to perform must be beyond the control and without the fault or negligence of the Recipient. “Default” includes failure to make progress in the work so as to endanger performance.

If the failure to perform is caused by the failure of a subcontractor or subrecipient at any tier to perform or make progress, and if the cause of the failure was beyond the control of both the Recipient and subcontractor/subrecipient, and without the fault or negligence of either, the Recipient shall not be deemed to be in default,- unless- The subcontracted supplies or services were obtainable from other sources;

The Contracting Officer ordered the Recipient in writing to purchase these supplies or services from the other source; and The Recipient failed to comply reasonably with this order.

Upon request of the Recipient, the Contracting Officer shall ascertain the facts and extent of the failure. If the Contracting Officer determines that any failure to perform results from one or more of the causes above, the completion time shall be revised, subject to the rights of the Government to terminate this cooperative agreement. A decision by the Contracting Officer to terminate the award shall be based on the record and is subject to appeal to the Senior Procurement Executive.

(97) BUDGET TRANSFERS BETWEEN CONSTRUCTION AND NON-CONSTRUCTION WORK

[For Cooperation] This award includes both construction and non-construction work. In the event that a single budget period contains scope of work for both construction and non-construction work, the recipient is required to notify DOE at least 30 days in advance of making any fund or budget transfers between the two types of work supported that exceed a cumulative value of $2M within a specific budget period, considering the immediate transfer as well as all prior transfers within the current budget period, unless otherwise authorized by the Contracting Officer.

(98) DIRECT COST FUNDS TRANSFERS

[For Cooperation] The Recipient is restricted from transferring funds between direct cost categories; the cumulative amount of such transfers must not exceed $2M for the current Budget Period, as last approved by DOE. For funds transfers greater than $2M, the recipient must obtain prior DOE Contracting Officer approval.

Given the long term of this award and its size, DOE agrees it will grant its approval to a transfer of funds between direct cost categories, provided that such a transfer will not result in a material adverse change to the project.

(100) CONTINGENCY FOR CONSTRUCTION OF THE ADVANCED DEMONSTATION REACTOR

Contingency is that part of a budget estimate of future construction costs associated with possible events or conditions arising from causes the precise outcome of which is indeterminable at the time of estimate, and that experience shows will likely result, in aggregate, in additional costs for the project. Amounts for major project scope changes, unforeseen risks, or extraordinary events are excluded from contingency estimates.

[Not applicable unless incorporated by “Construction” Supplement.] Payments made by DOE to the recipient’s “contingency reserve” or any similar payment, made for events the occurrence of which cannot be foretold with certainty as to the time or intensity, or with an assurance of their happening, are unallowable, except as noted in § 200.431 Compensation—fringe benefits regarding self-insurance, pensions, severance and post-retirement health costs, and § 200.447 Insurance and indemnification.

(102) DOE RIGHT TO REVIEW RECIPIENT SYSTEMS

[For Cooperation] During performance of this award, DOE reserves the right for any reason to assess the recipient’s continued ability to manage the financial aspects of an award and its plans to accomplish project activities with reasonable economy and efficiency. The standards for acceptable financial management are found at 2 CFR Part 200.302. This may include a review of those recipient systems necessary to demonstrate compliance with 2 CFR Part 200.302 and 200.303.

FAR 52.227-1 Authorization and Consent (DEC 2007) Alternate I (APR 1984)

(a) The Government authorizes and consents to all use and manufacture of any invention described in and covered by a United States patent in the performance of this contract or any subcontract at any tier.

(b) The Contractor shall include the substance of this clause, including this paragraph (b), in all subcontracts that are expected to exceed the simplified acquisition threshold. However, omission of this clause from any subcontract, including those at or below the simplified acquisition threshold, does not affect this authorization and consent.

(End of clause)

FAR 52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement (DEC 2007)

(a) The Contractor shall report to the Contracting Officer, promptly and in reasonable written detail, each notice or claim of patent or copyright infringement based on the performance of this contract of which the Contractor has knowledge.

(b) In the event of any claim or suit against the Government on account of any alleged patent or copyright infringement arising out of the performance of this contract or out of the use of any supplies furnished or work or services performed under this contract, the Contractor shall furnish to the Government, when requested by the Contracting Officer, all evidence and information in the Contractor's possession pertaining to such claim or suit. Such evidence and information shall be furnished at the expense of the Government except where the Contractor has agreed to indemnify the Government.

(c) The Contractor shall include the substance of this clause, including this paragraph (c), in all subcontracts that are expected to exceed the simplified acquisition threshold.

(End of clause)