Attachment 0025 Specifically Negotiated License Agreement for Advanced Manufacturing (SNL-AM).pdf

Attachment 0025 ‐ Specifically Negotiated License Agreement for Advanced Manufacturing (SNL‐AM)

Special License Requirements for the Technical Data, Computer Software, and Related Material, and Patent Rights for the

Background Patents listed in CDRL C045 Advanced Manufacturing Data Package.

This special license agreement (“Agreement”) is made and entered into as of the data of its incorporation into Contract No.

_______, and is by and between _______ (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

Related Material 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.

Per DFARS 227.7102‐1(a) (2) with respect to Commercial items, components, or processes, the DoD shall acquire only the technical data customarily provided to the public with a commercial item or process, except technical data that are required for repair or maintenance of commercial items or processes, or for the proper installation, operating, or handling of a commercial item, either as a stand alone unit or as a part of a military system, when such data are not customarily provided to commercial users or the data provided to commercial users is not sufficient for military purposes.

(b) Definitions. As used in this agreement –

1. “Background Patent” means any U.S. or foreign patent or U.S. foreign patent application covering 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 invention.

2. “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.

3. “Government purpose rights” means the rights to –

(i) Use, modify, reproduce, release, perform, display, or disclose technical data, computer software, Related

Material, or computer software documentation within the Government without restriction; and

(ii) Release or disclose technical data, computer software, or Related Material 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.

4. “Related Material” means the material is necessary to finish the manufacture of the item. Related material may or may not be Technical Data or Computer Software.

5. “Unlimited rights” means rights to use, modify, reproduce, perform, display, release, or disclose technical data or computer software or Related Material 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 Related Material 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

(d) Delivery Requirements.

1. General

The contractor shall identify and deliver all Technical Data, Computer Software, and Related Material to fully enable the Government to organically produce all the items listed in Attachment 0024 Advanced

Manufacturing Candidate List, utilizing only the Technical Data, Computer software, and Related Material within the advanced manufacturing data package delivered IAW CDRL C045, and utilizing only the methods, materials, and equipment listed in Attachment 0023 Army Advanced Methods, Materials, and Equipment.

This includes fully enabling the Government to organically manufacture additional quantities of commercial items and noncommercial items, when additional quantities of those items are necessary for repair or to augment the supply system until a provisioned hardware item can be requisitioned through supply system.

This includes fully enabling the Government to improve readiness by delivering the Warfighter the capability to produce plastic or metal parts on demand utilizing Advanced Manufacturing.

This includes Technical Data, Computer Software, and Related Material necessary for installation and de‐ installation, and disassembly and reassembly, at the lowest practicable segregable level.

(e) Contractor’s License Rights Grant to the Government for Technical Data, Computer Software, and Related Material

1. Government’s License Rights to Technical Data, Computer Software, and Related Material

A. Contractor grants to the Government the following rights in all Technical Data, Computer Software, and

Related Material to fully enable the Government to organically produce all the items listed in Attachment

0038 Advanced Manufacturing Candidate List, utilizing only the Technical Data, Computer software, and

Related Material within the advanced manufacturing data package delivered IAW CDRL C045, and utilizing only the methods, materials, and equipment listed in Attachment 0023 Army Advanced Methods, Materials, and Equipment. This includes fully enabling the Government to organically manufacture additional quantities of commercial items and noncommercial items, when additional quantities of those items are necessary for repair or to augment the supply system until a provisioned hardware item can be requisitioned through supply system. This includes fully enabling the Government to improve readiness by delivering the Warfighter the capability to produce plastic or metal parts on demand utilizing Advanced

Manufacturing.

(i) Here the contractor is to state the offered rights to be granted to the Government above limited or restricted, for noncommercial Technical Data, Computer Software, and Related

Material.

(ii) Here the contractor is to state here the offered rights 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 and Related Material.

(iii) Here the contractor is to state here the offered rights 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, Computer Software, and Related Material as authorized by (e)(1)(A) above shall be subject to a legal prohibition (e.g., nondisclosure agreement) against using such Technical

Data, Computer Software, and Related Material for any purpose other than supporting the Government’s ability to organically produce all the items listed in Attachment 0024 Advanced Manufacturing Candidate List

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

The Contractor’s obligations in this Agreement shall apply to all Technical Data, Computer Software, and Related

Material, including all Technical Data, Computer Software, and Related Material developed, delivered, or otherwise provided by subcontractors or suppliers at any tier, and regardless of whether the Technical Data, Computer

Software, and Related Material 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 Restriction 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 or Related Material

Contractor shall not, without the written approval of the Contracting Officer, incorporate any copyrighted data or items in the Technical Data or Related Material 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 Technical Data or Related Material 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

Technical Data or Related Material 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 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, Computer Software, and Related Material 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, Related Material, 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, Related Material 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, Related, and 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, Related Material, 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 ‐ ADVANCED MANUFACTURING

The Government’s rights to use, modify, reproduce, release, perform, display, or disclose these data are restricted by Contract no _______, License No. _______. Any reproduction of Technical

Data, Computer Software, and Related Material or portions thereof marked with this legend must also reproduce the markings.

(End of legend)

Section B – Patent License Rights

Patent License Rights for the Background Patens Listing in Attachment ______

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

Here the contractor is to state the offered rights to be granted to the Government to background patents and patent applications. The Government desires the rights to practice all background patents and patent applications issuing from such applications throughout the world, however only to the extent to enable the Government to utilize the rights of section (e) above.

(l) License Term

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

(m) Delivery

The delivery dates for the deliverables in Attachment shall be in accordance with the CDRL delivery dates and no later than the end of this contract.

(End of Agreement)