Attachment 7 - Government Rights in Data and Software (GRIDS).pdf

FA8207-20-R-0003

ISC 2.0 GRIDS

Government Rights in Data and Software (GRIDS) For the Intercontinental Ballistic Missile (ICBM) Integration Support Contract (ISC) 2.0

1. Purpose of the GRIDS Document During proposal, the Offeror is required to complete and certify this GRIDS document. The purpose of this attachment (once completed) is to provide the Government with a clear understanding of the all intellectual property (IP) (data rights, license rights) attributed to products, components, materials, data, and solutions to be procured on this contract. Completion of this GRIDS document satisfies the requirements of and expands upon, section K clauses 252.227-7017 and 252.227-7028. The final certified GRIDS will become an inseparable part of the contract (attachment to Section J). This document does not restrict a contractor’s use of proprietary technologies or require an offeror to sell or otherwise relinquish any rights in technical data other than data identified at 227.7103-5(a)(2) and (a)(4) through (a)(9). The Government will use this completed GRIDS to make informed IP-related business decisions as it relates to overall cost (Total Evaluated Price (TEP)) and to the entire life-cycle of the systems/solutions being supported through this contract.

Delivered data shall not refer to proprietary or company specific standards, parts, components, materials, or processes without providing specific information regarding the referenced item in section (e) of this GRIDS. Military specific standards and processes shall be used unless clearly identified herein.

As individual programs advance and mature, modifications to this GRIDS document may be required.

Post-award modifications to this document shall be done by bilateral modification only.

This GRIDS document includes all Contract Data Requirements Lists (CDRLs) on ISC 2.0 and will be attached to the parent contract. Task Orders will not have individual GRIDS attached to them; rather, all CDRLs will reference back to this GRIDS.

2. Instructions for Completing GRIDS Document The Contractor shall complete Sections 4, 5, and 6 of this GRIDS document, and provide the completed document with their proposal. The assertions made in each section shall apply to all subcontractor-produced data in support of ISC 2.0 whether the data is delivered as a Prime work product or delivered directly by the subcontractor to the Government.

Sections 4(a) through 4(d) Instructions: The Contractor shall complete Parts 4(a) through 4(d) in accordance with (IAW) each section’s instructions. By completing these sections, the Contractor will satisfy the requirements of clauses 252.227-7017 and 252.227-7028. Some of the GRIDS sections have been completed by the Government based on assumptions and preliminary understanding of the program and deliverables. All data items are expected to be developed, marked and delivered IAW this GRIDS document and applicable regulations.

Section 4(e) Instructions: If applicable, the Contractor shall develop and provide a clear, concise, and easily understandable explanation and justification for use of proprietary, vendor-unique, or closed designs, interfaces, or platforms, including Commercial Off-the-Shelf (COTS) items. The Contractor shall include documentation (as attachments in Section 6 of this GRIDS document) to support the rationale for a decision to integrate proprietary, vendor-unique, or closed system hardware or software functions. When interfaces, hardware, firmware, or modules that are proprietary or vendor-unique are required, the Contractor shall describe how it will employ hardware and/or software partitioning or other design techniques to isolate all proprietary, vendor-unique portions of interfaces, hardware, firmware, and modules, at the lowest subsystem or component level. Further, the Contractor shall demonstrate to the Government that those proprietary elements do not preclude or hinder other component or module developers from interfacing with or otherwise developing, replacing, or upgrading open parts of the system. The Contractor shall identify and take steps to prevent the open elements of the system from intertwining with proprietary or vendor-unique elements in a manner that restricts or limits the ability to replace or upgrade the open elements using an open competitive selection process. If no proprietary or restricted parts, products, components, materials or data will be delivered, state the contractor’s position as such in this section.

Section 5 Instructions: The Contractor shall sign and date this GRIDS document to certify all information and assertions made. All information provided in the final GRIDS document will become an inseparable part of the final contract.

Section 6 Instructions: The Contractor shall attach all applicable explanatory IP documentation, including license terms, applicable to restricted data.

3. Definitions and Acronyms

• “CDRL” is Contract Data Requirements List

• “Commercial item” is defined in FAR 2.101.

• “COTS” is Commercial Off-the-Shelf

• “Computer software” is defined in DFARS 252.227-7014(a)(4).

• “Computer software documentation” is defined in DFARS 252.227-7014(a)(5).

• “Data” includes technical data, computer software, and computer software documentation (as those terms are defined in this subsection), schedule and milestone data, and financial data (including the Contractor’s cost/schedule management system/records and accounting system).

• “Firmware” is defined as “the combination of a hardware device and computer instructions and/or computer data that reside as read-only software on the hardware device.”

• “Licensee” is defined as the Prime Contractor.

• “Licensor” is defined as the owner of the data rights for the commercial item technical data, computer software, or computer software documentation.

• “PD/OSS” is Public Domain/Open Source Software.

• “Supporting Technical Data” means data used as the basis for developing the technical data delivered under this contract.

• “TDP” is Technical Data Package

• “Technical data” is defined in DFARS 252.227-7013(a)(14) and includes but is not limited to recorded information related to experimental, developmental, or engineering work that can be used to define an engineering or manufacturing process or to design, procure, produce, support, maintain, operate, repair, or overhaul material. Technical data may be graphic or pictorial delineations in media such as drawings or photographs, text in specifications or related performance or design type documents, or computer printouts. Examples of technical data include research and engineering data, engineering drawings and associated lists, specifications, standards, process sheets, manuals, technical reports, meeting minutes, catalog item identifications, and related information and computer software documentation.

4. Types, Assertions and Prices for Data Rights Unless otherwise stated, the Government assumes that all data will be provided with Unlimited or Government Purpose (GP) Rights. Note that continued sustainment of the ICBM system is mandated by Federal law (10 U.S.C. 2281, 42 U.S.C. 14712). Accordingly, the Government may make a determination that specific data items be delivered with Unlimited or GP Rights. Further, the Government notes that it is entitled to Unlimited Rights in technical data and computer software associated with certain items delivered under this contract in certain situations, even where those items were not developed exclusively with Government funding (see DFARS 252.227-7013(b)(1)(ii, iv-ix) and DFARS 252.227-7014(b)(1)(ii-vi)).

(a) Technical Data or Computer Software to be Delivered with Restrictions The Contractor shall review the CDRLs associated with this program and determine which items, if any the Contractor asserts will be furnished to the Government with restrictions on use, release, or disclosure IAW clause 252.227-7013(e) and 252-227-7014(e).

Check the applicable box:

□ No restricted rights will be asserted to data items IAW GRIDS Section 4(a).

If no data delivered will be restricted IAW this section, go to Section 4(b).

□ Specific technical data will be delivered with other than Unlimited Rights.

If any data or software will be delivered with other than Unlimited Rights, list all items, computer software, and software documentation in the table below that the Contractor asserts will be furnished to the Government with restrictions on use, release, or disclosure IAW clause 252.227-7013(e) and 252-227-7014(e). This includes any data or software to be delivered with GP Rights. Further, the Contractor shall include a price for purchasing less restrictive rights to specific data items, if less restrictive rights are for sale. If less restrictive rights are not for sale, indicate “Not for Sale” in column

4. The Government reserves the right to negotiate for less restrictive license rights for data items listed herein.

1.

CDRL #

2.

DID

3.

Basis for Assertion

4.

Price for GP or Unlimited

Rights AXXX DI-MISC-00000 …specific reason $0

(b) Technical Data Previously Delivered to the Government The Contractor shall review the CDRLs associated with this program and determine which items, if any, the Contractor asserts will be furnished with other than Unlimited Rights that are identical or substantially similar to documents or other media that the Contractor has produced for, delivered to, or is obligated to deliver to the Government under any contract or subcontract.

Check the applicable box:

□ No restricted rights will be asserted to data items IAW GRIDS Section 4(b).

If no data delivered will be restricted IAW this section, go to Section 4(c).

□ Specific technical data will be delivered with other than Unlimited Rights.

If any data or software will be delivered with other than Unlimited Rights that are identical or substantially similar to documents or other media that the Contractor has produced for, delivered to, or is obligated to deliver to the Government under any contract or subcontract, list all items, computer software, and software documentation in the table below. This includes any data or software to be delivered with GP Rights. Further, the Contractor shall include a price for purchasing less restrictive rights to specific data items, if less restrictive rights are for sale. If less restrictive rights are not for sale, indicate “Not for Sale” in column 4.

Reference: Section K and clause 252.227-7028. Completion of this section satisfies the requirement for completion of clause 252.227-7028.

1.

CDRL #

2.

DID

3.

Basis for Assertion

4.

Price for GP or Unlimited

AXXX DI-MISC-00000 …specific reason $0

(c) Commercial Software/Components The Contractor shall review the CDRLs and requirements associated with this program and determine which technical data items, computer software, or software documentation, if any, the Contractor asserts will be provided subject to commercial license/design restrictions. Note that this includes software, software platforms, and software documentation that will be provided with commercial and/or PD/OSS license restrictions.

Check the applicable box:

□ No restricted commercial data will be delivered IAW GRIDS Section 4(c)

If no data delivered will be restricted IAW this section, go to Section 4(d).

□ Specific technical data will be delivered with commercially restricted rights.

If any technical data items, computer software, or software documentation will be provided subject to commercial license/design restrictions, list all such items in the table below. The Contractor shall include as an attachment in Section 6 of this GRIDS, all licenses associated with commercial data to be delivered. Further, the Contractor shall include a price for purchasing less restrictive rights to specific data items, if less restrictive rights are for sale. If less restrictive rights are not for sale, indicate “Not for Sale” in column 4.

1.

CDRL #

2.

DID

3.

Basis for Assertion

4.

Price for GP or Unlimited

AXXX DI-TMSS-80527C Commercial Technical Data Not for sale

(d) Specifically Negotiated License Rights (SNLR) (Non-Technical Data) The Contractor shall review the CDRLs associated with this program and determine if any non-technical data will be protected by SNLR (e.g. cost, financial, performance reporting, etc.).

Check the applicable box:

□ No SNLR will be delivered IAW GRIDS Section 4(d).

If no data delivered will be restricted IAW this section, go to Section 4(e).

□ Specific technical data will be delivered with SNLR.

If any non-technical data is to be protected with SNLR, list all such items in the table below. The contractor shall also include/modify SNLR language if the following default language is insufficient.

Default Restrictive Language:

The Government shall have the right to use, modify, perform, display or disclose SNLR data in whole or in part, within the Government and all support contractors for the exclusive purpose of providing technical administrative assistance. Government support contractors with properly completed non-disclosure agreements, shall have access to such non-technical data as required to support the Government’s administration of this program.

1.

CDRL #

2.

DID

3.

Basis for Assertion

AXXX DI-MGMT-81468 Proprietary financial data

(e) Offeror’s Intellectual Property Strategy and Plan The Contractor shall provide the required information here, or reference a proposal section/attachment.

If no restricted data will be delivered, state such in this section.

5. GRIDS Certification A Contractor's failure to submit, complete and sign this GRIDS document may render the offer ineligible for award.

Date Enter date

Printed Name and Title Enter printed name of person asserting these restrictions

Signature

Signature

(End of identification and assertion)

6. GRIDS Attachments