Attachment_0013_Special_License_Requirements.docx

UNCLASSIFIED

Attachment 0013 Special License Requirements Solicitation No.: W56HZV-22-R-0026

Attachment 0013 Special License Requirements

Revision No: 000 Solicitation No.: W56HZV-22-R-0026 Date: 29 March 2022

Distribution Statement A: Approved for Public Release; distribution unlimited.

SECURITY NOTICE: Contractor responses to the data requirements are likely to be at the Controlled Unclassified Information (CUI) level. For security related guidance and procedures on how to mark, handle, and transmit classified information, contractors should refer to DoD 5220.22-M National Industrial Security Program Operating Manual, 28 Feb 2006, supporting DD 254, and the OMFV Security Classification Guide (CUI) signed by PEO GCS on 18 February 2021.

All CUI responses should be marked with the following CUI Designation Indicator and Distribution Statement:

Controlled by: the name of the Offeror company (not required if identified in the letterhead) Controlled by: identification of the office creating the document CUI Category: CTI, SSEL Distribution Statement: D POC: name and phone number or email of POC

DISTRIBUTION STATEMENT D: Distribution authorized to the Department of Defense and U.S. DoD contractors; Specific Authority: DoDM 5200.01 and DoDM 5200.45, date of determination is: 18 February 2021. Other requests for this document shall be referred to the attention of the PM Maneuver Combat Systems (MCS) Security Manager at: Program Executive Office Ground Combat Systems (PEO GCS), ATTN: SFAE-GCS-C, 6501 East Eleven Mile Road, Detroit Arsenal, MI 48397-5000.

DESTRUCTION NOTICE: Destroy by any method that will prevent disclosure of contents or reconstruction of the document.

This proposal includes data that shall not be disclosed outside the Government and shall not be duplicated, used, or disclosed -- in whole or in part -- for any purpose other than to evaluate this proposal. If, however, a contract is awarded to this offeror as a result of -- or in connection with -- the submission of this data, the Government shall have the right to duplicate, use, or disclose the data to the extent provided in the resulting contract. This restriction does not limit the Government's right to use information contained in this data if it is obtained from another source without restriction.

Source Selection Information -- See FAR 2.101 and 3.104.

Specifically Negotiated License (SNL) Agreement for the OMFV Technical Data and Computer Software and Patent Rights for the Background Patents (SNL-OMFV)

This special license agreement (“Agreement”) is made and entered into as of the date of its incorporation into Contract No. W56HZV____, and is by and between _____ and the U.S. Army Contracting Command - Detroit Arsenal (“Government” or “United States Government”) ______ and the Government (each a “Party” and collectively the “Parties”) agree as follows:

(a) Authority This Agreement is entered into pursuant to the authority of Defense Federal Acquisition Regulation Supplement (DFARS) 252.227-7013(b)(4), 252.227-7014(b)(4), 252.227-7015(c), or 227.7202-3(b). Unless otherwise expressly stated in this Agreement, this Agreement does not alter or supersede the Government’s rights to use, modify, reproduce, release, perform, display, or disclose the technical data including computer software documentation or computer software in whole or in part, as defined in the Defense Federal Acquisition Regulation Supplement (DFARS) at 252.227-7013, 252.227-7014, 252.227-7015, or 227.7202-3. Further, this Agreement does not limit the Government’s rights provided by the DFARS clauses included within this contract which include, but are not limited to DFARS 252.227-7019, 252.227-7037, 252.246-7001 and 252.227-7028. This Agreement does not limit or modify the Government’s rights to data deliverables outside of Attachment 0073.

(b) Definitions. As used in this agreement—

1. “Background Patent” is defined as any U.S. patent, or U.S. patent application, or PCT patent application, which covers an invention or discovery which is not a subject invention (as defined in FAR 52.227-11) and which is owned or controlled by the Offeror at any time through the completion of this contract or to which the offeror has an interest through inventorship.

3. “Developed” means -

(i) With respect to an item, component, or process means that an item, component, or process exists and is workable. Thus, the item or component must have been constructed or the process practiced. Workability is generally established when the item, component, or process has been analyzed or tested sufficiently to demonstrate to reasonable people skilled in the applicable art that there is a high probability that it will operate as intended. Whether, how much, and what type of analysis or testing is required to establish workability depends on the nature of the item, component, or process, and the state of the art. To be considered “developed,” the item, component, or process need not be at the stage where it could be offered for sale or sold on the commercial market, nor must the item, component, or process be actually reduced to practice within the meaning of Title 35 of the United States Code.

(ii) With respect to a computer program, computer software, or computer software documentation means that—

(A) A computer program has been successfully operated in a computer and tested to the extent sufficient to demonstrate to reasonable persons skilled in the art that the program can reasonably be expected to perform its intended purpose;

(B) Computer software, other than computer programs, has been tested or analyzed to the extent sufficient to demonstrate to reasonable persons skilled in the art that the software can reasonably be expected to perform its intended purpose; or

(C) Computer software documentation required to be delivered under a contract has been written, in any medium, in sufficient detail to comply with requirements under that contract.

4. “Government purpose rights” means the rights to—

(i) Use, modify, reproduce, release, perform, display, or disclose technical data, computer software, or computer software documentation within the Government without restriction; and

(ii) Release or disclose technical data or computer software outside the Government and authorize persons to whom release or disclosure has been made to use, modify, reproduce, release, perform, display, or disclose that data for United States Government purposes.

6. “Spare Parts” means repairable or consumable parts acquired after the initial provisioning process

7. “Unlimited rights” means rights to use, modify, reproduce, perform, display, release, or disclose technical data or computer software in whole or in part, in any manner, and for any purpose whatsoever, and to have or authorize others to do so.

Other terms used in this Agreement that are defined in the following clauses have the same meaning as set forth in those clauses:

A. DFARS 252.227-7013;

B. DFARS 252.227-7014; and

C. DFARS 252.227-7015.

(c) Contractor’s rights in technical data or computer software or patents All rights not granted to the Government are retained by Contractor.

Section A - Delivery and License Rights to Technical Data and Computer Software for the MCS-OMFV system and equipment

(d) Delivery Requirements.

1. General.

The contractor shall deliver all Technical Data and Computer Software to which rights are being offered and granted in (e) below. The contractor shall identify this Technical Data and Computer Software in an attachment to this Agreement.

(e) Contractor’s Data Rights License Grant to the Government.

1. Government's Data Rights License.

A. Contractor grants to the Government the following rights in the technical data and computer software;

(i) Noncommercial Technical Data and Computer Software – In this paragraph the contractor is to place the text which states the rights (that the contractor is offering) to be granted to the Government above limited or restricted, for noncommercial Technical Data and Computer Software.

(ii) Commercial Technical Data – In this paragraph the contractor is to place the text which states the rights (that the contractor is offering) to be granted to the Government above the rights specified in 1) DFARS 252.227-7015(b)(1), 2) DFARS 252.227-7015(b)(2), and 3) all additional rights contained in any license customarily provided to the public for commercial Technical Data.

(iii) Commercial Computer Software – In this paragraph the contractor is to place the text which states the rights (that the contractor is offering) to be granted to the Government above rights contained in any license customarily provided to the public for commercial Computer Software.

2. All contractors or other persons receiving technical data or computer software as authorized by (e)(1)(A) above shall be subject to a legal prohibition (e.g., nondisclosure agreement) against using such technical data or computer software for any purpose other than supporting the MCS-OMFV system and equipment.

(f) Technical Data and Computer Software of Subcontractors and Suppliers.

The contractor's obligations in this Agreement shall apply to all technical data and computer software, including all technical data or computer software developed, delivered, or otherwise provided by subcontractors or suppliers at any tier, and regardless of whether the computer software or technical data is or relates to commercial items or noncommercial items. The contractor shall include these requirements in its subcontracts or other contractual or legal instruments with its subcontractors or suppliers at any tier.

(g) Validation of Asserted Restrictions and Restrictive Markings.

Nothing in this special contract requirement limits or otherwise affects the parties' rights or obligations specified in the DFARS 252.227-7019 or DFARS 252.227-7037.

(h) Third party copyrighted technical data.

Contractor shall not, without the written approval of the Contracting Officer, incorporate any copyrighted data in the technical data to be delivered under this contract unless Contractor is the copyright owner or has obtained for the Government the license rights necessary to perfect a license or licenses in the deliverable data of the appropriate scope set forth in paragraph (e) of this agreement, and has affixed a statement of the license or licenses obtained on behalf of the Government and other persons to the data transmittal document.

(i) Third party copyrighted computer software or computer software documentation.

Contractor shall not, without the written approval of the Contracting Officer, incorporate any copyrighted computer software or computer software documentation in the software or documentation to be delivered under this contract unless the Contractor is the copyright owner or has obtained for the Government the license rights necessary to perfect a license or licenses in the deliverable software or documentation of the appropriate scope set forth in paragraph (e) of this agreement, and prior to delivery of such—

(1) Computer software, has provided a statement of the license rights obtained in a form acceptable to the Contracting Officer; or

(2) Computer software documentation, has affixed to the transmittal document a statement of the license rights obtained

(j) Marking requirements.

The Contractor, and its subcontractors or suppliers, may only assert restrictions on the Government's rights to use, modify, reproduce, release, perform, display, or disclose technical data or computer software to be delivered or otherwise furnished under this contract by marking the deliverable subject to restriction. Only the following legend at paragraph (j)(2) of this Agreement is authorized under this contract and/or a notice of copyright as prescribed under 17 U.S.C. 401 or 402.

1. General marking instructions.

The Contractor or its subcontractors or suppliers, shall conspicuously and legibly mark the appropriate legend on all technical data, computer software, and computer software documentation that qualify for such markings. The authorized legends shall be placed on the transmittal document or storage container and, for printed material, each page of the printed material containing technical data, computer software, or computer software documentation for which restrictions are asserted. When only portions of a page of printed material are subject to the asserted restrictions, such portions shall be identified by circling, underscoring, with a note, or other appropriate identifier. Technical data, computer software, or computer software documentation transmitted directly from one computer or computer terminal to another shall contain a notice of asserted restrictions. However, instructions that interfere with or delay the operation of computer software in order to display a restrictive rights legend or other license statement at any time prior to or during use of the computer software, or otherwise cause such interference or delay, shall not be inserted in computer software that will or might be used in combat or situations that simulate combat conditions, unless the Contracting Officer's written permission to deliver such computer software has been obtained prior to delivery. Reproductions of technical data, computer software, or computer software documentation or any portions thereof subject to asserted restrictions shall also reproduce the asserted restrictions.

2. Special license rights markings.

Data in which the Government's rights stem from a specifically negotiated license shall be marked with the following legend:

SPECIAL LICENSE RIGHTS - OMFV

The Government's rights to use, modify, reproduce, release, perform, display, or disclose these data are restricted by Contract No. W56HZV _____(Insert contract number)____, License No. ____(Insert license identifier)____. Any reproduction of technical data or computer software or portions thereof marked with this legend must also reproduce the markings.

(End of legend) Section B - Patent License Rights for the Background Patents

(k) Contractor’s Patent Rights License Grant to the Government.

1. In an attachment to this Agreement the contractor shall identify by title and filing number all Background Patents to which rights are being offered and granted.

2. In this paragraph the contractor is to place the text which states the rights to the Background Patents (that the contractor is offering) to be granted to the Government.

(l) License Term.

The license term shall begin on the effective date of this Agreement.

(m) Delivery.

The delivery dates shall be no later than the end of this contract.

(End of Agreement)

UNCLASSIFIED

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