Att L-5 Special License Agreement.docx

N0001921R0077 Attachment L-5 Special License Agreement

SPECIAL LICENSE AGREEMENT

BETWEEN THE UNITED STATES GOVERNMENT

AND TBD

[TO BE PROPOSED (TBP) BY OFFEROR AT TIME OF PROPOSAL AND INCORPORATED AS ATTACHMENT 10 AT TIME OF AWARD.]

This special license agreement is entered into by and between the United States Government, as represented by the Naval Air Systems Command Headquarters through its undersigned contracting officer (Government), and TBD (Contractor) (each a “Party” and collectively referred to as the “Parties”).

WHEREAS, the Government desires to obtain certain license rights to the Contractor’s Commercial Computer Software, Computer Software Documentation, Technical Data, and Commercial Engineering Design Data in excess of those customarily commercially provided for use, modification, reproduction, release, performance, display, or disclosure in support of the METS program;

WHEREAS, the Contractor owns the Licensed Computer Software, Licensed Computer Software Documentation, Licensed Technical Data, Engineering Design Data, and associated Intellectual Property and is willing to license it to the Government for the purposes and subject to the terms established in this special license agreement;

NOW, THEREFORE, pursuant to the Department of Defense Supplement to the Federal Acquisition Regulation (DFARS) 227.7202-3, the Contractor and the Government enter into the following special license agreement with respect to the Licensed Computer Software, Licensed Computer Software Documentation, and Commercial Engineering Design Data.

a. Definitions.

1. “Commercial Computer Software” means software developed or regularly used for non-governmental purposes which—

(i) Has been sold, leased, or licensed to the public;

(ii) Has been offered for sale, lease, or license to the public;

(iii) Has not been offered, sold, leased, or licensed to the public but will be available for commercial sale, lease, or license in time to satisfy the delivery requirements of this contract; or

(iv) Satisfies a criterion expressed in paragraph (a)(1)(i), (ii), or (iii) of this clause and would require only minor modification to meet the requirements of this contract.

2. “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 computer software or provide instructions of using computer software.

3. “Commercial Engineering Design Data” means engineering design data prepared by a commercial design activity, in accordance with that activity's documentation standards and practices, to support the development and manufacture of a commercially developed product.

4. “Technical Data” means recorded information, regardless of the form or method of the recording, of a scientific or technical nature.

5. “Licensed Computer Software” means the process data associated with the METS aircraft implemented Open Architecture Systems Integration Symbology (OASIS) object files, inclusive of the following object and limit files: eicas.dat, radio.dat, radio_ch.dat, sound.dat, maint.dat, aclimits.dat, englimit.dat, fuel_crc.dat, fuelimit.dat, lim_crc.dat. A complete list of the Licensed Computer Software can be found at Appendix A to this Special License Agreement.

6. “Licensed Computer Software Documentation” means any and all Computer Software Documentation needed for the installation and use of the Licensed Computer Software. A complete list of the Licensed Computer Software Documentation can be found at Appendix A to this Special License Agreement.

7. “Licensed Technical Data” means all technical data found at Appendix A to this Special License Agreement.

8. “Licensed Engineering Design Data” means engineering design data sound at Appendix A to this Special License Agreement.

9. “Licensed Data” means Licensed Computer Software, Licensed Computer Software Documentation, Licensed Engineering Design Data, and Licensed Technical Data, collectively.

10. “Deliver,” “Delivered,” or “Delivery” means computer software that the Contractor is contractually required to deliver pursuant to a Contract Data Requirements List (CDRL) to the Government.

11. “Contract” means contract [to be populated at contract award] and all attachments, amendments, and modifications thereto between the Parties.

12. “Third Party” means any entity or person that is not a member of the Contractor or the Government, including other Government contractors and foreign governments and their armed forces.

13. "Intellectual Property" means (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions and re-examinations thereof; (b) all trademarks, service marks, trade dress, logos, trade names, brand names and corporate names, together with all translations, adaptations, derivations and combinations thereof and including all goodwill associated therewith, and all applications, registration, and renewals in connection therewith; (c) all copyrightable works, all works of authorship, all copyrights, and all applications, registrations and renewals in connection therewith; (d) all trade secrets and confidential business information, customer and supplier lists, pricing and cost information, business and marketing plans and proposals, ideas, research and development, know-how, discoveries, concepts, formulas, compositions, manufacturing and production processes, techniques, methods and procedures and all other processes, techniques, methods and procedures, technical data, operating and maintenance manuals, designs, drawings and specifications; (e) all computer software (including assemblers, applets, compilers, source code and object code, user interfaces and databases and related documentation) and information systems and programs (including data and related documentation), internet websites, URLs and domain names, whether owned or leased; (f) all other proprietary rights; and (g) all copies and tangible embodiments of the items described in clauses (a) through (f) in whatever form or medium.

14. “Intellectual Property Rights” means any rights in any Intellectual Property.

b. Purpose.

Contract CDRL A017, Commercial Engineering Design Data and Associated Lists, requires the Contractor to provide Commercial Engineering Data and Models. Neither DFARS 252.227-7014 nor 252.227-7015 convey to the Government rights to share the Licensed Data with Third Parties. The Licensed Data and License Rights conveyed by this Special License Agreement are necessary so that the Government can disclose the Licensed Data with the Government’s Third Party curriculum development and ground based training system contractors to, among other things, maximize the realism and effectiveness of the simulators for training aviators.

c. Grant of License.

This Special License Agreement conveys to the Government the rights to use, reproduce, release, perform, display, or disclose the Licensed Data in support of the METS program. These rights include the right to disclose the Licensed Data to other Government and Third Party contractor personnel and to use the Licensed Data in future competitive procurements in support of the METS program. The rights also include the rights for Third Party Government contractors to sublicense the Licensed Data to subcontractors with all of the rights mentioned herein to support the METS program.

d. Period of License.

This special license agreement shall become effective on the date of the last signature below and shall remain in effect until 01 January 2055. Notwithstanding expiration, the Government shall have in perpetuity the license rights stated in paragraph (c) above to all Licensed Data delivered prior to the expiration date.

e. Delivery

The Contractor shall initially deliver the Licensed Data no later than each aircraft delivery date pursuant to Contract CDRL A017. The Contractor shall subsequently deliver updates to the Licensed Data no later than 15 business days after the Federal Aviation Administration has approved any change to the Licensed Data pursuant to Contract CDRL A017.

f. Consideration.

In exchange for the Contractor agreeing to provide the license rights to the Licensed Computer Software, Licensed Computer Software Documentation, and commercial engineering design data mentioned in paragraph “c.” above, the Government agrees to pay the Contractor upon award of CLIN 0008 in contract [to be populated at contract award].

g. Contractor Warranties.

TBD: To be populated by the Offeror

h. Markings/Legends.

The Contractor agrees to mark the Licensed Data delivered pursuant to this Special License Agreement with the following marking:

SPECIAL LICENSE RIGHTS

The Government’s rights to use, reproduce, release, perform, display, or disclose the Licensed Data are in accordance with the Special License Agreement of Contract No. [to be populated at contract award]. This Special License Agreement conveys to the Government the rights to use, reproduce, release, perform, display, or disclose the Licensed Data in support of the METS program. These rights include the right to disclose the Licensed Data to other Government and Third Party contractor personnel and to use them in future competitive procurements in support of the METS program. This Special License Agreement shall remain in effect until 01 January 2055.

(End of legend)

i. Subsequent Procurement.

Nothing in this special license agreement shall obligate, or shall be construed as obligating, the Government to procure any property from the Contractor.

j. Applicable Law and Disputes.

The federal laws of the United States shall govern interpretation of this Agreement. Any dispute arising under this special license agreement shall be pursuant to the applicable clause(s) in the Contract.

k. Severability

If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the License.

l. Points of Contact.

The below are the points of contact of the parties to whom all correspondence shall be addressed:

Blake Strickland

(301) 757-7065 Blake.strickland@navy.mil TBD: To be populated by the Offeror

m. Integration and Modification.

This Special License Agreement constitutes the entire understanding of the parties and it shall not be modified or amended except in writing signed by the parties hereto. This special license agreement shall take precedence over any other documents, which may be in conflict with said special license agreement.

Mr. Blake Strickland Date Procuring Contracting Officer NAVAIR Procurement Group

TBD: To be populated by the Offeror Date

APPENDIX A: ITEMIZED LIST OF LICENCED COMPUTER SOFTWARE

TBD: To be populated by the Offeror