Model_Contract_5-17-18.docx

NNJ15522169R

RFP

Instructions for the Model Contract

NASA anticipates that a fixed price contract is the most likely outcome resulting from NASA Research Announcement 80JSC018LEOCOM. A Model Contract is attached below in order to accelerate the negotiation process and therefore lead to an earlier start to potential studies. Provide written explanations for additions, deletions or modifications to the Model Contract with the Model Contract. This will help both NASA and the Proposer focus on the changes during negotiations with the awardees. Note that NSPIRES will only receive documents in .pdf format. Please convert any documents for delivery to this format.

All sections designated with the text [OFI] represent “Offeror Fill-Ins”. Offerors should fill in [OFI]’s and submit as part of the model contract with proposal submittal. Additionally, sections designated with the text [TBD] stand for “To Be Determined”. Offerors should not fill in [TBD]’s. The Government will update these after contract a ward.

Proposers should comply with Federal Acquisition Regulation (FAR) provisions 52.204-7 System for Award Management, 52.204-8 Annual Representations and Certifications, 52.209-7 Information Regarding Responsibility Matters to facilitate this process and completion of Standard Form 33 “Solicitation, Offer and Award” prescribed by GSA - FAR (48 CFR) 53.214 (c).

This instruction page shall be removed from the contract when submitted with the proposal.

Study for Commercialization of Low Earth Orbit Contract [OFI – Company/Entity Name] [Contract Number-TBD] [Date TBD]

SECTION A - SOLICITATION/CONTRACT FORM

Contents

A-4

SECTION B - SUPPLIES OR SERVICES AND PRICE/COSTS

LISTING OF CLAUSES INCORPORATED BY REFERENCE

Clause(s) at the beginning of this Section are incorporated by reference, with the same force and effect as if they were given in full text. Clauses incorporated by reference which require a fill-in by the Government include the text of the affected paragraph(s) only. This does not limit the clause to the affected paragraph(s). The Contractor is responsible for understanding and complying with the entire clause.

The following contract clauses pertinent to this section are hereby incorporated by reference:

I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

None Incorporated by Reference

II. NASA FAR SUPPLEMENT (48 CFR CHAPTER 18) PROVISIONS

None Incorporated by Reference

(End of Clause)

1852.216-78 FIRM FIXED PRICE (DEC 1988)

The total firm fixed price of this contract is $[OFI - Insert the appropriate amount].

(End of Clause)

1852.232-81 CONTRACT FUNDING (JUN 1990)

(a) For purposes of payment of cost, exclusive of fee, in accordance with the Limitation of Funds clause, the total amount allotted by the Government to this contract is $_[TBD]_. This allotment is for [Insert applicable item number(s), task(s), or work description] _[TBD]__ and covers the following estimated period of performance: _[TBD]_.

(b) An additional amount of $_[TBD]__ is obligated under this contract for payment of fee.

(End of Clause) (End of Section)

B-1

SECTION C - DESCRIPTION/SPECIFICATION/WORK STATEMENT

The offeror shall complete this draft Statement of Work using information provided in the proposal and per the instructions in the NRA. Milestone payments refer to the progress payments as defined in section G.3.

1. Purpose and Scope [OFI]

2. Work Breakdown Structure [OFI]

3. Study Methodology and Major Tasks

3.1. Objective 1: [OFI]

3.2. Objective 2: [OFI]

3.3. …

4. Reporting

4.1. Mileston reviews

4.2. …

5. Preparation of Deliverables, as defined in Data Requirements Document

5.1. Interim Briefing

5.2. Final Briefing and Report

5.3. Quad Chart

5.4. Executive Summary

5.5. [OFI]

6. Milestones, Deliverables, and Payment The following table lists the expected milestones and deliverables due to the Government per the above scope of work. Payment shall be made to the Contractor upon acceptable completion of these milestones and acceptance of these deliverables as described below:

The delivery dates or specific periods above are based on the assumption that the Government will make award by __ [Contracting Officer insert date]. Each delivery date in the delivery schedule above will be extended by the number of calendar days after the above date that the contract is in fact awarded. Attention is directed to the Contract Award provision of the solicitation that provides that a written award or acceptance of offer mailed or otherwise furnished to the successful offeror results in a binding contract. Therefore, the offeror shall compute the time available for performance beginning with the actual date of award, rather than the date the written notice of award is received from the Contracting Officer through the ordinary mails.

7. Government furnished data

[OFI]

(End of Clause) (End of Section) 7.1.

C-2

SECTION D - PACKAGING AND MARKING

RESERVED

(End of Clause) (End of Section)

D-3

SECTION E - INSPECTION AND ACCEPTANCE

Clause(s) at the beginning of this Section are incorporated by reference, with the same force and effect as if they were given in full text. Clauses incorporated by reference which require a fill-in by the Government include the text of the affected paragraph(s) only. This does not limit the clause to the affected paragraph(s). The Contractor is responsible for understanding and complying with the entire clause.

The following contract clauses pertinent to this section are hereby incorporated by reference:

I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

52.246-7 INSPECTION OF RESEARCH AND DEVELOPMENT - FIXED-PRICE (AUG 1996)

(End of Clause)

II. NASA FAR SUPPLEMENT (48 CFR CHAPTER 18) PROVISIONS

None Incorporated by Reference

(End of Clause) (End of Section)

E-4

SECTION F – DELIVERIES OR PERFORMANCE

Clause(s) at the beginning of this Section are incorporated by reference, with the same force and effect as if they were given in full text. Clauses incorporated by reference which require a fill-in by the Government include the text of the affected paragraph(s) only. This does not limit the clause to the affected paragraph(s). The Contractor is responsible for understanding and complying with the entire clause.

NOTICE: The following contract clauses pertinent to this section are hereby incorporated by reference:

I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

NONE INCORPORATED BY REFERENCE

II. NASA FAR SUPPLEMENT (48 CFR CHAPTER 18) PROVISIONS

NONE INCORPORATED BY REFERENCE

(End of Clause)

DESIRED DELIVERY SCHEDULE

[Desired delivery schedule to be specified in section C, Statement of Work]

(End of Clause)

F-5

SECTION G - CONTRACT ADMINISTRATION DATA

Clause(s) at the beginning of this Section are incorporated by reference, with the same force and effect as if they were given in full text. Clauses incorporated by reference which require a fill-in by the Government include the text of the affected paragraph(s) only. This does not limit the clause to the affected paragraph(s). The Contractor is responsible for understanding and complying with the entire clause.

The following contract clauses pertinent to this section are hereby incorporated by reference:

I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

NONE INCORPORATED BY REFERENCE

II. NASA FAR SUPPLEMENT (48 CFR CHAPTER 18) PROVISIONS

NONE INCORPORATED BY REFERENCE

(End of Clause)

1852.232-80 SUBMISSION OF VOUCHERS/[INVOICES] FOR PAYMENT (MAR 2018) (DEVIATION)

The designated payment office is the NASA Shared Services Center (NSSC) located at:

FMD Accounts Payable, Bldg. 1111, Jerry Hlass Road, Stennis Space Center, MS 39529.

Except for classified vouchers, the Contractor shall submit all vouchers and invoices using the steps described at NSSC’s Vendor Payment information web site at:

https://www.nssc.nasa.gov/vendorpayment. Please contact the NSSC Customer Contact Center at 1-877-NSSC123 (1-877-677-2123) with any additional questions or comments.

Payment requests.

1) The payment periods are stipulated in the payment clause(s) contained in this contract.

2) Vouchers submitted under cost-type contracts and invoices submitted under fixed-price contracts shall include the items delineated in FAR 32.905(b) supported by relevant back-up documentation. Back-up documentation shall include at a minimum, the following information:

i) Vouchers.

(A) Breakdown of billed labor costs and associated contractor generated supporting documentation for billed direct labor costs to include rates used and number of hours incurred.

(B) Breakdown of billed other direct costs (ODCs) and associated contractor generated supporting documentation for billed ODCs.

(C) Indirect rate(s) used to calculate the amount of billed indirect expenses.

(D) Progress reports, as required.

ii) Invoices.

(A) Description of goods and services delivered as part of the contract’s terms and conditions, including the dates of delivery/performance.

(B) Progress reports, as required.

(C) Date goods and services were performed.

3) Fee vouchers.

(A) Listing of all provisionally-billed fee by period or date earned since contract award.

(B) A reconciliation of all billed and earned fee.

(C) A clear explanation of the fee calculations.

Non-electronic payment requests. The Contractor may submit a non-electronic voucher/invoice using the steps for non-electronic payment requests described at https://www.nssc.nasa.gov/vendorpayment, when any of the following conditions are met:

4) The Contracting Officer administering the contract for payment has determined, in writing, that electronic submission would be unduly burdensome to the Contractor.

5) The contract includes provisions allowing the contractor to submit vouchers or invoices using the steps for non-electronic payment requests. In such instances the Contractor agrees to submit non-electronic payment requests using the method or methods specified in Section G of the contract.

Improper vouchers/invoices. The NSSC Payment Office will notify the contractor of any apparent error, defect, or impropriety in a voucher/invoices within seven calendar days of receipt by the NSSC Payment Office. Inquiries regarding requests for payment should be directed to the NSSC as specified in paragraph (b) of this section.

Other payment clauses. In addition to the requirements of this clause, the Contractor shall meet the requirements of the appropriate payment clauses in this contract when submitting payment requests.

In the event that amounts are withheld from payment in accordance with provisions of this contract, a separate payment request for the amount withheld will be required before payment for that amount may be made.

(End of clause)

G-7

SECTION H SPECIAL CONTRACT REQUIREMENTS

Clause(s) at the beginning of this Section are incorporated by reference, with the same force and effect as if they were given in full text. Clauses incorporated by reference which require a fill-in by the Government include the text of the affected paragraph(s) only. This does not limit the clause to the affected paragraph(s). The Contractor is responsible for understanding and complying with the entire clause.

The following contract clauses pertinent to this section are hereby incorporated by reference:

I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

NONE INCORPORATED BY REFERENCE

II. NASA FAR SUPPLEMENT (48 CFR CHAPTER 18) PROVISIONS

1852.228-76 CROSS-WAIVER OF LIABILITY FOR INTERNATIONAL SPACE STATION ACTIVITIES (OCT 2012)

1852.235-73 FINAL SCIENTIFIC AND TECHNICAL REPORTS (DEC 2006)

(End of Clause)

1852.225-70 EXPORT LICENSES (FEB 2000)

1. The Contractor shall comply with all U.S. export control laws and regulations, including the International Traffic in Arms Regulations (ITAR), 22 CFR parts 120-130, and the Export Administration Regulations (EAR), 15 CFR parts 730-799, in the performance of this contract. In the absence of available license exemptions/exceptions, the Contractor shall be responsible for obtaining the appropriate licenses or other approvals, if required, for exports of hardware, technical data, and software, or for the provision of technical assistance.

The Contractor shall be responsible for obtaining export licenses, if required, before utilizing foreign persons in the performance of this contract, including instances where the work is to be performed on-site at [insert name of NASA installation], where the foreign person will have access to export-controlled technical data or software.

The Contractor shall be responsible for all regulatory record keeping requirements associated with the use of licenses and license exemptions/exceptions.

The Contractor shall be responsible for ensuring that the provisions of this clause apply to its subcontractors.

(End of clause)

1852.235-71 KEY PERSONNEL AND FACILITIES (MAR 1989)

1. The personnel and/or facilities listed below (or specified in the contract Schedule) are considered essential to the work being performed under this contract. Before removing, replacing, or diverting any of the listed or specified personnel or facilities, the Contractor shall (1) notify the Contracting Officer reasonably in advance and (2) submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on this contract.

The Contractor shall make no diversion without the Contracting Officer's written consent; provided, that the Contracting Officer may ratify in writing the proposed change, and that ratification shall constitute the Contracting Officer's consent required by this clause.

The list of personnel and/or facilities (shown below or as specified in the contract Schedule) may, with the consent of the contracting parties, be amended from time to time during the course of the contract to add or delete personnel and/or facilities.

[List here the personnel and/or facilities considered essential, unless they are specified in the contract Schedule.]

1852.232-77 LIMITATION OF FUNDS (FIXED-PRICE CONTRACT) (MAR 1989)

1. Of the total price of items __ through __, the sum of $__ is presently available for payment and allotted to this contract. It is anticipated that from time to time additional funds will be allocated to the contract in accordance with the following schedule, until the total price of said items is allotted:

Schedule for Allotment of Funds Date Amounts

The Contractor agrees to perform or have performed work on the items specified in paragraph (a) of this clause up to the point at which, if this contract is terminated pursuant to the Termination for Convenience of the Government clause of this contract, the total amount payable by the Government (including amounts payable for subcontracts and settlement costs) pursuant to paragraphs (f) and (g) of that clause would, in the exercise of reasonable judgment by the Contractor, approximate the total amount at the time allotted to the contract. The Contractor is not obligated to continue performance of the work beyond that point. The Government is not obligated in any event to pay or reimburse the Contractor more than the amount from time to time allotted to the contract, anything to the contrary in the Termination for Convenience of the Government clause notwithstanding.

1) It is contemplated that funds presently allotted to this contract will cover the work to be performed until __.

2) If funds allotted are considered by the Contractor to be inadequate to cover the work to be performed until that date, or an agreed date substituted for it, the Contractor shall notify the Contracting Officer in writing when within the next 60 days the work will reach a point at which, if the contract is terminated pursuant to the Termination for Convenience of the Government clause of this contract, the total amount payable by the Government (including amounts payable for subcontracts and settlement costs) pursuant to paragraphs (f) and (g) of that clause will approximate 75 percent of the total amount then allotted to the contract.

3)

i) The notice shall state the estimated date when the point referred to in paragraph (c)(2) of this clause will be reached and the estimated amount of additional funds required to continue performance to the date specified in paragraph (c)(1) of this clause, or an agreed date substituted for it.

ii) The Contractor shall, 60 days in advance of the date specified in paragraph (c)(1) of this clause, or an agreed date substituted for it, advise the Contracting Officer in writing as to the estimated amount of additional funds required for the timely performance of the contract for a further period as may be specified in the contract or otherwise agreed to by the parties.

4) If, after the notification referred to in paragraph (c)(3)(ii) of this clause, additional funds are not allotted by the date specified in paragraph (c)(1) of this clause, or an agreed date substituted for it, the Contracting Officer shall, upon the Contractor's written request, terminate this contract on that date or on the date set forth in the request, whichever is later, pursuant to the Termination for Convenience of the Government clause.

When additional funds are allotted from time to time for continued performance of the work under this contract, the parties shall agree on the applicable period of contract performance to be covered by these funds. The provisions of paragraphs (b) and (c) of this clause shall apply to these additional allotted funds and the substituted date pertaining to them, and the contract shall be modified accordingly.

If, solely by reason of the Government's failure to allot additional funds in amounts sufficient for the timely performance of this contract, the Contractor incurs additional costs or is delayed in the performance of the work under this contract, and if additional funds are allotted, an equitable adjustment shall be made in the price or prices (including appropriate target, billing, and ceiling prices where applicable) of the items to be delivered, or in the time of delivery, or both.

The Government may at any time before termination, and, with the consent of the Contractor, after notice of termination, allot additional funds for this contract.

The provisions of this clause with respect to termination shall in no way be deemed to limit the rights of the Government under the default clause of this contract. The provisions of this Limitation of Funds clause are limited to the work on and allotment of funds for the items set forth in paragraph (a). This clause shall become inoperative upon the allotment of funds for the total price of said work except for rights and obligations then existing under this clause.

Nothing in this clause shall affect the right of the Government to terminate this contract pursuant to the Termination for Convenience of the Government clause of this contract.

(End of clause)

UNIDENTIFIED DATA CONTAINING RESTRICTIVE OR LIMITING MARKINGS

1. “Unidentified data” are data containing a restrictive or limiting marking whether or not the marking is authorized by this contract and not previously identified in an existing Identification and Representation of Limited Rights Data and Restricted Computer Software (Pre-Award or Post-Award) in accordance with (i) FAR 52.227-15 and H.7 of this contract or (ii) Clause H.6 “Identification and Representation of Limited Rights Data and Restricted Computer Software After Award” of this contract.

If the Contracting Officer notifies the Contractor of unidentified data delivered under this contract and the Contractor fails to (i) provide written justification to substantiate the unidentified data are properly identified in an existing Identification and Representation of Limited Rights Data and Restricted Computer Software (Pre-Award or Post-Award) or (ii) provide a new Identification and Representation of Limited Rights Data and Restricted Computer Software in accordance with H.6 of this contract within 60 days after receipt of such notice, the Government shall have the right to cancel or ignore the markings after said period and the data will no longer be made subject to any disclosure prohibitions.

The Government’s right to cancel or ignore markings associated with unidentified data is not subject to the unauthorized marking of data provision in FAR 52.227-14(e).

Costs and expenses associated with correction of unidentified data containing a restrictive or limiting marking are unallowable costs under this contract. The Contractor shall be responsible for substantiating the markings at its own expense regardless if the markings originate from the Contractor or from a subcontractor.

(End of clause)

IDENTIFICATION AND REPRESENTATION OF LIMITED RIGHTS DATA AND RESTRICTED COMPUTER SOFTWARE AFTER AWARD

1. This clause does not apply to restrictions based solely on copyright.

Except as provided in paragraph (c) of this clause, limited rights data and restricted computer software to be delivered in performance of this contract are identified and listed in FAR 52.227-15(b) whereby a prescribed format for such identification and listing is provided in H.7 of this contract. The Contractor shall not deliver any data in performance of this contract with restrictive or limiting markings unless the data are listed in FAR 52.227-15(b) or as defined in paragraph (c) of this clause.

In addition to the representations made in FAR 52.227-15 , other representations may be made after award when based on new information or inadvertent omission unless the inadvertent omission would have materially affected the Government’s source selection decision, a payment decision, or both. Such identification and representations may be made after award whereby the Contractor shall submit a request to the Contracting Officer as soon as practicable after initial identification in the following format and signed by an official authorized to contractually obligate the Contractor. The Contracting Officer will consider such a request and determine whether or not to accept the request and incorporate the request in a contract modification.

Identification and Representation of Limited Rights Data and Restricted Computer Software (Post-Award)

The Contractor asserts additional data not previously identified in FAR 52.227-15 and required to fulfill the data delivery requirements qualify as limited rights data or restricted computer software. If applicable, the Contractor represents it has accurately identified, through recorded information, the stages of development and the source of funds at a lowest segregable level. Furthermore, the offeror represents it has verified such recorded information and hereby certifies that the data identified below qualify as limited rights data or restricted computer software in accordance with their respective definitions in FAR 52.227-14(a) as modified by ALT I.

* A representation of technical data asserted as limited rights data is applicable to a lowest segregable level pertaining to an item, component, or process. Identify the lowest segregable level pertaining to an item, component, or process.

** A representation of restricted computer software is applicable to a lowest segregable level pertaining to computer software. Identify the lowest segregable level pertaining to computer software.

*** A representation of other data shall be made at a lowest segregable level (i.e., broad descriptions are generally unacceptable due to indefiniteness). Capture this information in DRD 1.

**** Generally, the development data entirely at private expense is the only basis for representing limited or restricted rights on the Government. If development was not at private expense, enter the specific reason for asserting that the Government’s rights should be limited or restricted.

***** Enter represented rights category (e.g., limited rights, restricted rights, SBIR rights).

****** Corporation, individual, or other person, as appropriate.

Signature

(End of identification and representation)

If requested by the Contracting Officer, the Contractor shall provide sufficient recorded information to justify the validity of limited rights data or restricted computer software identified in paragraph (c) of this clause. Costs and expenses associated with providing sufficient recorded information to justify the validity of limited rights data or restricted computer software are unallowable costs under this contract. The Contractor shall substantiate its limited rights data or restricted computer software assertions at its own expense.

The representations asserted by the offeror in paragraph (c) are material representations of fact upon which reliance is placed when making all subsequent payment decisions associated with this contract. If it is later determined that the Contractor knowingly (including deliberate ignorance or reckless disregard) rendered an erroneous representation based on a Contractor’s action or deliberate inaction, in addition to other remedies available to the Government, the Contracting Officer may terminate the resultant contract for default. An omission regarding a failure to identify data pursuant to FAR 52.227-15(b) or a failure by the Contractor to identify, analyze, and verify data as described above and identified as defined in paragraph (c) of this clause may be deemed as acts in deliberate ignorance or reckless disregard of the truth or falsity of the information. The Contractor may not rely on past or commensurate actions by the Government regarding data not previously identified to the Government as limited rights data or restricted computer software yet delivered to the Government with restrictive or limiting markings and actually or constructively accepted by the Government.

Subcontracting. If applicable, the Contractor shall obtain from its subcontractors sufficient recorded information to justify the validity of limited rights data or restricted computer software identified in paragraph (c) of this clause necessary to fulfill the Contractor’s obligation in paragraph (d) of this clause. If a subcontractor refuses to accept terms affording the Contractor to provide such sufficient recorded information to the Contracting Officer, the Contractor shall promptly notify the Contracting Officer of the refusal and shall not proceed with the subcontract award without authorization in writing from the Contracting Officer.

(End of clause)

IDENTIFICATION AND REPRESENTATION OF LIMITED RIGHTS DATA AND RESTRICTED COMPUTER SOFTWARE BEFORE AWARD

1. Pursuant to FAR 52.227-15(b), the offeror is required to identify and represent limited rights data and restricted computer software necessary for fulfilling this contract’s data delivery requirements. The offeror shall use the following format for identifying and representing qualifying limited rights data and restricted computer software pursuant to FAR 52.227-15(b) and signed by an official authorized to contractually obligate the offeror –

Identification and Representation of Limited Rights Data and Restricted Computer Software (Pre-Award)

In the event the offeror represents data proposed for fulling data delivery requirements qualify as limited rights data or restricted computer software and a resultant contract is awarded to the offeror, such representation is hereby clarified whereby the offeror further represents it has accurately identified, through recorded information, the stages of development and the source of funds at a lowest segregable level. Furthermore, the offeror represents it has verified such recorded information, and hereby certifies that the data identified below qualify as limited rights data or restricted computer software in accordance with their respective definitions in FAR 52.227-14(a) as modified by ALT I.

* A representation of limited rights data is applicable to a lowest segregable level pertaining to an item, component, or process. Identify the lowest segregable level pertaining to an item, component, or process.

** A representation of restricted computer software is applicable to a lowest segregable level pertaining to computer software. Identify the lowest segregable level pertaining to computer software.

*** A representation of other data shall be made at a lowest segregable level (i.e., broad descriptions are generally unacceptable due to indefiniteness). Capture this information in DRD 1.

**** Generally, the development of an item, component, process, or computer software at private expense is the only basis for representing limited or restricted rights on the Government. If development was not at private expense, enter the specific reason for asserting that the Government’s rights should be limited or restricted.

***** Enter represented rights category (e.g., limited rights, restricted rights, SBIR rights).

****** Corporation, individual, or other person, as appropriate.

Signature

(End of identification and representation)

In the event a resultant contract is awarded to the offeror, the representations asserted by the offeror in FAR 52.227-15(b) (in the format prescribed in paragraph (a) of this clause) are material representations of fact upon which reliance is placed when making award and in all subsequent payment decisions made by the Government in accordance with the resultant contract. If it is later determined that the offeror knowingly (including deliberate ignorance or reckless disregard) rendered an erroneous representation, in addition to other remedies available to the Government, the Contracting Officer may terminate the resultant contract for default. The offeror shall maintain all recorded information sufficient to justify the validity of limited rights data or restricted computer software that are subsequently delivered to NASA in performance of the resultant contract.

If requested by the Contracting Officer, the offeror shall provide or make available for inspection sufficient recorded information to the Contracting Officer to justify the validity of limited rights data or restricted computer software identified pursuant to FAR 52.227-15(b).

Based on the offeror’s actions or deliberate inaction, an omission regarding failing to identify data or a failure by the offeror to identify, analyze, or verify data as described in paragraph (a) of this clause may be deemed as an act in deliberate ignorance or reckless disregard of the truth or falsity of the information. The offeror may not rely on past or commensurate actions or inaction by the Government regarding data not previously identified to the Government as limited rights data or restricted computer software yet delivered to the Government with restrictive or limiting markings and actually or constructively accepted by the Government.

(End of Clause) (End of Section)

H-14

SECTION I - CONTRACT CLAUSES

Clause(s) at the beginning of this Section are incorporated by reference, with the same force and effect as if they were given in full text. Clauses incorporated by reference which require a fill-in by the Government include the text of the affected paragraph(s) only. This does not limit the clause to the affected paragraph(s). The Contractor is responsible for understanding and complying with the entire clause.

I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

52.202-1 DEFINITIONS (NOV 2013)

52.203-3 GRATUITIES (APR 1984)

52.203-5 COVENANT AGAINST CONTINGENT FEES (MAY 2014)

52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (SEP 2006)

52.203-7 ANTI-KICKBACK PROCEDURES (MAY 2014)

52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY (MAY 2014)

52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (MAY 2014)

52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (OCT 2010)

52.203-19 PROHIBITION ON REQUIRING CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS OR STATEMENTS (JAN 2017)

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER CONTENT PAPER (MAY 2011)

52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT AWARDS (OCT 2016)

52.204-12 UNIQUE ENTITY IDENTIFIER MAINTENANCE (OCT 2016)

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT 2016)

52.204-14 SERVICE CONTRACT REPORTING REQUIREMENTS (OCT 2016)

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE (JUL 2016)

52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS (DEC 2014)

52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (OCT 2015)

52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING RESPONSIBILITY MATTERS (JUL 2013)

52.209-10 PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC CORPORATIONS (NOV 2015)

52.214-27 PRICE REDUCTION FOR DEFECTIVE CERTIFIED COST OR PRICING DATA—MODIFICATIONS—SEALED BIDDING (AUG 2011)

52.214-28 SUBCONTRACTOR CERTIFIED COST OR PRICING DATA—MODIFICATIONS—SEALED BIDDING (OCT 2010)

52.215-2 AUDIT AND RECORDS – NEGOTIATION (OCT 2010)

52.215-8 ORDER OR PRECEDENCE – UNIFORM CONTRACT FORMAT (OCT 1997)

52.215-11 PRICE REDUCTION FOR DEFECTIVE CERTIFIED COST OR PRICING DATA—MODIFICATIONS (AUG 2011)

52.215-13 SUBCONTRACTOR CERTIFIED COST OR PRICING DATA—MODIFICATIONS (OCT 2010)

52.215-21 REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA AND DATA OTHER THAN CERTIFIED COST OR PRICING DATA—MODIFICATIONS (OCT 2010)

52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (NOV 2016)

52.215-9 SMALL BUSINESS SUBCONTRACTING PLAN (FEB 1999)

52.215-16 LIQUIDATED DAMAGES – SUBCONTRACTING PLAN (JAN 1999)

52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (JUL 2013)

52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (FEB 1997)

52.222-3 CONVICT LABOR (JUN 2003)

52.222-21 PROHIBITION OF SEGREGATED FACILITIES (APR 2015)

52.222-26 EQUAL OPPORTUNITY (SEP 2016)

52.222-37 EMPLOYMENT REPORTS ON VETERANS (FEB 2016)

52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT (DEC 2010)

52.222-41 SERVICE CONTRACT LABOR STANDARDS (MAY 2014)

52.222-44 FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT LABOR STANDARDS—PRICE ADJUSTMENT (MAY 2014)

52.222-49 SERVICE CONTRACT LABOR STANDARDS – PLACE OF PERFORMANCE UNKNOWN (MAY 2014)

52.222-50 COMBATING TRAFFICKING IN PERSONS (MAR 2015)

52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (OCT 2015)

52.222-55 MINIMUM WAGES UNDER EXECUTIVE ORDER 13658.

52.222-62 SICK LEAVE UNDER EXECUTIVE ORDER 13706 (JAN 2017)

52.223-6 DRUG FREE WORKPLACE (MAY 2001)

52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE DRIVING (AUG 2011)

52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (JUN 2008)

52.227-11 PATENT RIGHTS—OWNERSHIP BY THE CONTRACTOR (MAY 2014) AS MODIFIED BY NFS 1852.227-11 (APR 2015)

52.227-15 REPRESENTATION OF LIMITED RIGHTS DATA AND RESTRICTED COMPUTER SOFTWARE (DEC 2007)

52.227-16 ADDITIONAL DATA REQUIREMENTS (JUN 1987)

52.229-3 FEDERAL, STATE, AND LOCAL TAXES (FEB 2013)

52.230-2 COST ACCOUNTING STANDARDS (OCT 2015)

52.230-3 DISCLOSURE AND CONSISTENCY IN COST ACCOUNTING PRACTICES (OCT 2015)

52.230-6 ADMINISTRATION OF COST ACCOUNTING STANDARDS (JUN 2010)

52.232-1 PAYMENTS UNDER FIXED-PRICE RESEARCH AND DEVELOPMENT CONTRACTS(APR 1984)

52.232-9 LIMITATIONS ON WITHHOLDING OF PAYMENTS (APR 1984)

52.232-11 EXTRAS (APR 1984)

52.232-18 AVAILABILITY OF FUNDS (APR 1984)

52.232-25 PROMPT PAYMENT (JAN 2017)

52.232-23 ASSIGNMENT OF CLAIMS (MAY 2014)

52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER—SYSTEM FOR AWARD MANAGEMENT (JUN 2013)

52.232-39 UNENFOREABILITY OF UNAUTHORIZED OBLIGATIONS (JUN 2013)

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (DEC 2013)

52.233-1 DISPUTES (MAY 2014)

52.233-3 PROTEST AFTER AWARD (AUG 1996)

52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004)

52.242-1 NOTICE OF INTENT TO DISALLOW COSTS (APR 1984)

52.242-5 PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (JAN 2017)

52.242-13 BANKRUPTCY (JUL 1995)

52.249-2 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED-PRICE) (APR 2012)

52.249-9 DEFAULT (FIXED-PRICE RESEARCH AND DEVELOPMENT) (APR 1984)

II. NASA FAR SUPPLEMENT (48 CFR CHAPTER 18) PROVISIONS

1852.227-11 PATENT RIGHTS—OWNERSHIP BY THE CONTRACTOR (APR 2015)

1852.227-14 RIGHTS IN DATA—GENERAL (APR 2015)

1852.227-70 NEW TECHNOLOGY – OTHER THAN A SMALL BUSINESS FIRM OR NONPROFIT ORGANIZATION (APR 2015)

1852.227-71 REQUESTS FOR WAIVER OF RIGHTS TO INVENTIONS (APR 2015)

1852.227-84 PATENT RIGHTS CLAUSES (APR 2015)

1852.227-72 DESIGNATION OF NEW TECHNOLOGY REPRESENTATIVE AND PATENT REPRESENTATIVE (APR 2015)

(End of Clause)

52.227-14 RIGHTS IN DATA—GENERAL (MAY 2014), ALTERNATE I (DEC 2007), ALTERNATE II (DEC 2007), AND ALTERNATE III (DEC 2007)

1. Definitions. As used in this clause— Computer database or database means a collection of recorded information in a form capable of, and for the purpose of, being stored in, processed, and operated on by a computer. The term does not include computer software.

Computer software—

1) Means

i) Computer programs that comprise a series of instructions, rules, routines, or statements, regardless of the media in which recorded, that allow or cause a computer to perform a specific operation or series of operations; and

ii) Recorded information comprising source code listings, design details, algorithms, processes, flow charts, formulas, and related material that would enable the computer program to be produced, created, or compiled.

Limited rights data means data, other than computer software, developed at private expense that embody trade secrets or are commercial or financial and confidential or privileged.

2) Does not include computer databases or computer software documentation.

Computer software documentation means owner's manuals, user's manuals, installation instructions, operating instructions, and other similar items, regardless of storage medium, that explain the capabilities of the computer software or provide instructions for using the software.

Data means recorded information, regardless of form or the media on which it may be recorded. The term includes technical data and computer software. The term does not include information incidental to contract administration, such as financial, administrative, cost or pricing, or management information.

Form, fit, and function data means data relating to items, components, or processes that are sufficient to enable physical and functional interchangeability, and data identifying source, size, configuration, mating and attachment characteristics, functional characteristics, and performance requirements. For computer software it means data identifying source, functional characteristics, and performance requirements but specifically excludes the source code, algorithms, processes, formulas, and flow charts of the software.

Limited rights means the rights of the Government in limited rights data as set forth in the Limited Rights Notice of paragraph (g)(3) if included in this clause.

Limited rights data means data, other than computer software, that embody trade secrets or are commercial or financial and confidential or privileged, to the extent that such data pertain to items, components, or processes developed at private expense, including minor modifications.

Restricted computer software means computer software developed at private expense and that is a trade secret, is commercial or financial and confidential or privileged, or is copyrighted computer software, including minor modifications of the computer software.

Restricted rights, as used in this clause, means the rights of the Government in restricted computer software, as set forth in a Restricted Rights Notice of paragraph (g) if included in this clause, or as otherwise may be provided in a collateral agreement incorporated in and made part of this contract, including minor modifications of such computer software.

Technical data, means recorded information (regardless of the form or method of the recording) of a scientific or technical nature (including computer databases and computer software documentation). This term does not include computer software or financial, administrative, cost or pricing, or management data or other information incidental to contract administration. The term includes recorded information of a scientific or technical nature that is included in computer databases. (See 41 U.S.C. 116).

Unlimited rights means the rights of the Government to use, disclose, reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly, in any manner and for any purpose, and to have or permit others to do so.

Allocation of rights.

3) Except as provided in paragraph (c) of this clause, the Government shall have unlimited rights in—

i) Data first produced in the performance of this contract;

ii) Form, fit, and function data delivered under this contract;

iii) Data delivered under this contract (except for restricted computer software) that constitute manuals or instructional and training material for installation, operation, or routine maintenance and repair of items, components, or processes delivered or furnished for use under this contract; and

iv) (iv) All other data delivered under this contract unless provided otherwise for limited rights data or restricted computer software in accordance with paragraph (g) of this clause.

4) The Contractor shall have the right to—

i) Assert copyright in data first produced in the performance of this contract to the extent provided in paragraph (c)(1) of this clause;

ii) Use, release to others, reproduce, distribute, or publish any data first produced or specifically used by the Contractor in the performance of this contract, unless provided otherwise in paragraph (d) of this clause;

iii) Substantiate the use of, add, or correct limited rights, restricted rights, or copyright notices and to take other appropriate action, in accordance with paragraphs (e) and (f) of this clause; and

iv) Protect from unauthorized disclosure and use those data that are limited rights data or restricted computer software to the extent provided in paragraph (g) of this clause.

Copyright—

5) Data first produced in the performance of this contract.

i) Unless provided otherwise in paragraph (d) of this clause, the Contractor may, without prior approval of the Contracting Officer, assert copyright in scientific and technical articles based on or containing data first produced in the performance of this contract and published in academic, technical or professional journals, symposia proceedings, or similar works. The prior, express written permission of the Contracting Officer is required to assert copyright in all other data first produced in the performance of this contract.

ii) When authorized to assert copyright to the data, the Contractor shall affix the applicable copyright notices of 17 U.S.C. 401 or 402, and an acknowledgment of Government sponsorship (including contract number).

iii) For data other than computer software, the Contractor grants to the Government, and others acting on its behalf, a paid-up, nonexclusive, irrevocable, worldwide license in such copyrighted data to reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly by or on behalf of the Government. For computer software, the Contractor grants to the Government, and others acting on its behalf, a paid-up, nonexclusive, irrevocable, worldwide license in such copyrighted computer software to reproduce, prepare derivative works, and perform publicly and display publicly (but not to distribute copies to the public) by or on behalf of the Government.

6) Data not first produced in the performance of this contract. The Contractor shall not, without the prior written permission of the Contracting Officer, incorporate in data delivered under this contract any data not first produced in the performance of this contract unless the Contractor—

i) Identifies the data; and

ii) Grants to the Government, or acquires on its behalf, a license of the same scope as set forth in paragraph (c)(1) of this clause or, if such data are restricted computer software, the Government shall acquire a copyright license as set forth in paragraph (g)(4) of this clause (if included in this contract) or as otherwise provided in a collateral agreement incorporated in or made part of this contract.

7) Removal of copyright notices. The Government will not remove any authorized copyright notices placed on data pursuant to this paragraph (c), and will include such notices on all reproductions of the data.

Release, publication, and use of data. The Contractor shall have the right to use, release to others, reproduce, distribute, or publish any data first produced or specifically used by the Contractor in the performance of this contract, except—

8) As prohibited by Federal law or regulation (e.g., export control or national security laws or regulations);

9) As expressly set forth in this contract; or

10) If the Contractor receives or is given access to data necessary for the performance of this contract that contain restrictive markings, the Contractor shall treat the data in accordance with such markings unless specifically authorized otherwise in writing by the Contracting Officer.

Unauthorized marking of data.

11) Notwithstanding any other provisions of this contract concerning inspection or acceptance, if any data delivered under this contract are marked with the notices specified in paragraph (g)(3) or (g) (4) if included in this clause, and use of the notices is not authorized by this clause, or if the data bears any other restrictive or limiting markings not authorized by this contract, the Contracting Officer may at any time either return the data to the Contractor, or cancel or ignore the markings. However, pursuant to 41 U.S.C. 4703, the following procedures shall apply prior to canceling or ignoring the markings.

i) The Contracting Officer will make written inquiry to the Contractor affording the Contractor 60 days from receipt of the inquiry to provide written justification to substantiate the propriety of the markings;

ii) If the Contractor fails to respond or fails to provide written justification to substantiate the propriety of the markings within the 60-day period (or a longer time approved in writing by the Contracting Officer for good cause shown), the Government shall have the right to cancel or ignore the markings at any time after said period and the data will no longer be made subject to any disclosure prohibitions.

iii) If the Contractor provides written justification to substantiate the propriety of the markings within the period set in paragraph (e)(1)(i) of this clause, the Contracting Officer will consider such written justification and determine whether or not the markings are to be cancelled or ignored. If the Contracting Officer determines that the markings are authorized, the Contractor will be so notified in writing. If the Contracting Officer determines, with concurrence of the head of the contracting activity, that the markings are not authorized, the Contracting Officer will furnish the Contractor a written determination, which determination will become the final agency decision regarding the appropriateness of the markings unless the Contractor files suit in a court of competent jurisdiction within 90 days of receipt of the Contracting Officer's decision.