Att L-6 Access Agreement.docx

N0001921R0077 Att L-6 Access Agreement

ACCESS AGREEMENT

BETWEEN THE UNITED STATES GOVERNMENT

AND TBD

[TO BE PROPOSED (TBP) BY OFFEROR AT TIME OF PROPOSAL AND INCORPORATED AS ATTACHMENT 7 AT TIME OF AWARD.] The parties, [insert contractor name] (hereafter “Contractor”) and the Naval Air Systems Command (hereafter “NAVAIR” or “US Government”), in exchange for valuable consideration, and subject to the authority under Defense Federal Acquisition Regulation Supplement (DFARS) 252.227-7015(c), Additional License Rights, enter into the following Access Agreement.

A. Purpose – The US Government desires to negotiate Technical Data rights, in accordance with DFARS 252.227-7015(c), for the following purposes:

B. Definitions

1. “Access” as used in this agreement and Attachment 1 “Performance Work Statement shall mean, (further described in paragraph C. below), the ability to view, print, and download Data residing on the IDE. Access shall be web-based and web-enabled or Internet based remote access available via the Navy Marine Corps Internet (NMCI).

2. “Data” means all recorded technical data as defined in DFARS 252.227-7013(a)(15); computer software as defined in DFARS 252.227-7013(a)(3); and financial, administrative, and management data, including subcontractor Data, generated or utilized in performance of this contract.

3. “Integrated Digital Environment” or “IDE,” shall mean the web-based data storage and information management system established by the Contractor to store Data. In addition, the IDE may be specified as a means of delivery of required CDRL deliverables.

4. “USG Employee” as used in this agreement, shall mean United States Government (USG) employees only.

5. “USG Personnel” means, for purposes of this clause only, Covered Government Support Contractors as defined in DFARS 252.227-7013(a)(5)) and Third Party Contractors.

6. “Third Party Contractor” means any contractor with whom the Government has a contract or a subcontractor thereto.

C. Responsibilities

1. Contractor agrees to provide USG Employees with Access as described below:

[offerors to propose the type(s) of Access Data to which USG Employees will have access and the purpose(s) for which that the Data may be used]

2. Contractor agrees to provide the USG Personnel with Access as described below:

[offerors to propose the type(s) of Access Data to which USG Personnel will have access and the purpose(s) for which the Data may be used]

3. US Government agrees to restrict Access to Data in accordance with the above terms and conditions and not to use the Data for any purpose that is inconsistent with the above purposes.

D. Term This agreement shall remain in effect until January 1, 2055. In the event Contractor surrenders the Type Certificate for Aircraft _____ to another entity, the Contractor shall:

1. offer right of first refusal for all Data and Data rights relating to Aircraft __________ to the Government, and, if the Government does not purchase the Data and Data rights,

2. require the party receiving the Type Certificate to honor the terms of this agreement, as part of any sale or agreement between the Contractor and the new Type Certificate Holder.

The parties may agree to continue this agreement by mutual extension of applicable terms and conditions.

E. Terms & Conditions

1. FAR 52.232-39, Unenforceability of Unauthorized Obligations, shall be applicable to any End User License Agreement (EULA), Terms of Service (TOS), restrictive login screen, embedded or click-wrap type license, or similar legal instrument or agreement that may be encountered as a result of entering the IDE and viewing, downloading, or printing Data required to be delivered to, or made accessible via, the Contractor’s IDE. USG Personnel shall not be required to personally sign (including by digital signature) any agreement with the Contractor in order to access Data.

2. The US Government will identify the USG Personnel who will have access to the IDE and provide information to the Contractor in the event of personnel turnover.

3. The Contractor shall ensure it is the owner of all Data stored on the IDE or that it has obtained licenses from any third parties needed to grant USG Personnel Access to Data as provided in this agreement.

4. Disputes. All disputes arising under the terms and conditions of this clause shall be addressed in accordance with the applicable Disputes clause under this contract.

5. Identification and Marking Requirements in the Absence of Delivery

i. The provision of Access is subject to the terms and conditions of this Access Agreement. The provision of Access to Data in the absence of Delivery does not require the identification of the Government’s rights under DFARS 252.227-7013(e), 252.227-7014(e), 252.227-7017, or 252.227-7018(e). However, the Contractor shall clearly mark or otherwise identify on each document that it is subject to this Access Agreement.

6. Data shall be made accessible via the IDE within seven calendar days of generation or use. Data shall remain accessible until calendar year 2055; any unilateral or intentional interference with the ability of USG Employees or USG Personnel to access Data shall be a material breach of the obligations arising from this Access Agreement and contract [to be updated at contract award].

7. The Contractor shall insert a provision in each subcontract or other contractual legal instrument with its subcontractors or suppliers at any tier necessary to accomplish USG Access. Pursuant to DFARS 252.227-7013(k) and 252.227-7018(k), subcontractor and supplier Data and computer software with less than unlimited rights may be submitted directly to the Government.