Attachment 8_HT9425-23-S-SOC1_ SAMPLE_Clause_List.pdf

DOCUMENT NUMBER SPECIAL NOTICE

HT9425-23-S-SOC1 SAMPLE CLAUSE LIST

CLAUSES INCORPORATED BY REFERENCE

CLAUSE

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ALT NO/

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CLAUSE TITLE YEAR-

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SECTION

252.201-7000 Contracting Officer's Representative. 1991-12 SEC G

252.203-7000 Requirements Relating to Compensation of Former DoD Officials.

2011-09 SEC I

252.203-7002 Requirement to Inform Employees of Whistleblower Rights. 2013-09 SEC I

252.204-7002 Payment for Contract Line or Subline Items Not Separately Priced.

2020-04 SEC G

252.204-7003 Control of Government Personnel Work Product. 1992-04 SEC I 252.204-7004 Antiterrorism Awareness Training for Contractors. 2019-02 SEC I

252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting.

2019-12 SEC I

252.204-7015 Notice of Authorized Disclosure of Information for Litigation Support.

2016-05 SEC I

252.204-7018 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services.

2021-01 SEC I

252.223-7006 Prohibition on Storage, Treatment, and Disposal of Toxic or Hazardous Materials.

2014-09 SEC I

252.225-7001 Buy American and Balance of Payments Program. 2017-12 SEC I 252.225-7002 Qualifying Country Sources as Subcontractors. 2017-12 SEC I 252.225-7048 Export-Controlled Items. 2013-06 SEC I 252.227-7015 Technical Data--Commercial Items. 2014-02 SEC I 252.227-7016 Rights in Bid or Proposal Information. 2011-01 SEC I 252.227-7020 Rights in Special Works. 1995-06 SEC I 252.227-7030 Technical Data--Withholding of Payment. 2000-03 SEC I 252.227-7037 Validation of Restrictive Markings on Technical Data. 2016-09 SEC I 252.227-7039 Patents--Reporting of Subject Inventions. 1990-04 SEC I

252.232-7003 Electronic Submission of Payment Requests and Receiving Reports.

2018-12 SEC G

252.232-7010 Levies on Contract Payments. 2006-12 SEC I

252.232-7017 Accelerating Payments to Small Business Subcontractors- Prohibition on Fees and Consideration.

2020-04 SEC I

252.235-7011 Final Scientific or Technical Report. 2019-12 SEC I

252.237-7010 Prohibition on Interrogation of Detainees by Contractor Personnel.

2013-06 SEC I

252.243-7001 Pricing of Contract Modifications. 1991-12 SEC I 252.244-7000 Subcontracts for Commercial Items. 2020-10 SEC I

52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements.

2017-01 SEC I

52.204-13 System for Award Management Maintenance. 2018-10 SEC I

52.204-19 Incorporation by Reference of Representations and Certifications.

2014-12 SEC I

52.204-23 Prohibition on Contracting for Hardware, Software, and

Services Developed or Provided by Kaspersky Lab and Other Covered Entities.

2018-07 SEC I

52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

2020-08 SEC I

52.204-9 Personal Identity Verification of Contractor Personnel. 2011-01 SEC I

52.209-10 Prohibition on Contracting with Inverted Domestic Corporations.

2015-11 SEC I

52.215-8 Order of Precedence-Uniform Contract Format. 1997-10 SEC I

52.222-21 Prohibition of Segregated Facilities. 2015-04 SEC I 52.222-26 Equal Opportunity. 2016-09 SEC I 52.222-50 Combating Trafficking in Persons. 2020-10 SEC I

52.222-51 Exemption from Application of the Service Contract Labor

Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements.

2014-05 SEC I

52.222-53 Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements.

2014-05 SEC I

52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving.

2020-06 SEC I

52.223-19 Compliance with Environmental Management Systems. 2011-05 SEC I 52.223-5 Pollution Prevention and Right-to-Know Information. 2011-05 SEC I 52.225-13 Restrictions on Certain Foreign Purchases. 2021-02 SEC I 52.230-2 Cost Accounting Standards. 2020-06 SEC I 52.230-6 Administration of Cost Accounting Standards. 2010-06 SEC I

52.232-33 Payment by Electronic Funds Transfer-System for Award Management.

2018-10 SEC I

52.232-39 Unenforceability of Unauthorized Obligations. 2013-06 SEC I

52.232-40 Providing Accelerated Payments to Small Business Subcontractors.

2013-12 SEC I

52.233-1 Disputes. 2014-05 SEC I 52.233-3 Protest after Award. 1996-08 SEC I 52.233-4 Applicable Law for Breach of Contract Claim. 2004-10 SEC I 52.242-15 Stop-Work Order. 1989-08 SEC F 52.243-1 ALT I Changes-Fixed-Price. - (Alternate I) 1987-08 SEC I 52.243-1 ALT V Changes-Fixed-Price. - (Alternate V) 1987-08 SEC I 52.244-6 Subcontracts for Commercial Items. 2021-07 SEC I 52.246-9 Inspection of Research and Development (Short Form). 1984-04 SEC E 52.247-34 F.o.b. Destination. 1991-11 SEC F

52.249-1 Termination for Convenience of the Government (Fixed-Price) (Short Form).

1984-04 SEC I

52.219-4 Notice of Price Evaluation Preference for HUBZone Small Business Concerns.

2021-09 SEC I

252.223-7999 DEV 2021-O0009 Ensuring Adequate COVID-19 Safety Protocols for Federal Contractors (Deviation 2021-O0009)

2021-10 SEC I

CLAUSES IN FULL TEXT

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DEV NO

CLAUSE TITLE YEAR-

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CLAUSE TEXT

52.232-1 Payments. 1984-04

As prescribed in , insert the following clause, appropriately modified with respect to 32.111(a)(1) payment due date in accordance with agency regulations, in solicitations and contracts when a fixed-price supply contract, a fixed-price service contract, or a contract for nonregulated communication services is contemplated:

Payments (APR 1984)

The Government shall pay the Contractor, upon the submission of proper invoices or vouchers, the prices stipulated in this contract for supplies delivered and accepted or services rendered and accepted, less any deductions provided in this contract. Unless otherwise specified in this contract, payment shall be made on partial deliveries accepted by the Government if-

The amount due on the deliveries warrants it; or(a)

The Contractor requests it and the amount due on the deliveries is at least $1,000 or 50 percent (b) of the total contract price.

(End of clause)

52.232-11 Extras. 1984-04

As prescribed in , insert the following clause, appropriately modified with respect to 32.111(c)(2) payment due dates in accordance with agency regulations, in solicitations and contracts when a fixed-price supply contract, fixed-price service contract, or transportation contract is contemplated:

Extras (APR 1984)

Except as otherwise provided in this contract, no payment for extras shall be made unless such extras and the price therefor have been authorized in writing by the Contracting Officer.

(End of clause)

52.232-2 Payments under Fixed-Price Research and Development

Contracts.

1984-04

As prescribed in , insert the following clause, as appropriately modified with respect to 32.111(a)(2) payment due dates in accordance with agency regulations, in solicitations and contracts when a fixed-price research and development contract is contemplated:

Payments under Fixed-Price Research and Development Contracts (APR 1984)

The Government shall pay the Contractor, upon submission of proper invoices or vouchers, the prices stipulated in this contract for work delivered or rendered and accepted, less any deductions provided in this contract. Unless otherwise specified, payment shall be made upon acceptance of any portion of the work delivered or rendered for which a price is separately stated in the contract.

(End of clause)

52.232-25 Prompt Payment. 2017-01

As prescribed in , insert the following clause:32.908(c)

Prompt Payment (JAN 2017)

Notwithstanding any other payment clause in this contract, the Government will make invoice payments under the terms and conditions specified in this clause. The Government considers payment as being made on the day a check is dated or the date of an electronic funds transfer (EFT). Definitions of pertinent terms are set forth in sections 2.101, 32.001, and 32.902 of the Federal Acquisition Regulation.

All days referred to in this clause are calendar days, unless otherwise specified. (However, see paragraph (a)(4) of this clause concerning payments due on Saturdays, Sundays, and legal holidays.)

Invoice payments- (a) Due date.(1) Except as indicated in paragraphs (a)(2) and (c) of this (i) clause, the due date for making invoice payments by the designated payment office is the later of the following two events:

The 30 thday after the designated billing office receives a proper invoice from the (A) Contractor (except as provided in paragraph (a)(1)(ii) of this clause).

The 30 thday after Government acceptance of supplies delivered or services (B) performed. For a final invoice, when the payment amount is subject to contract settlement actions, acceptance is deemed to occur on the effective date of the contract settlement.

If the designated billing office fails to annotate the invoice with the actual date of (ii) receipt at the time of receipt, the invoice payment due date is the 30 thday after the date of the Contractor’s invoice, provided the designated billing office receives a proper invoice and there is no disagreement over quantity, quality, or Contractor compliance with contract requirements.

Certain food products and other payments. (2) Due dates on Contractor invoices for meat, (i) meat food products, or fish; perishable agricultural commodities; and dairy products, edible fats or oils, and food products prepared from edible fats or oils are-

For meat or meat food products, as defined in section 2(a)(3) of the Packers and (A) Stockyard Act of1921 (7 U.S.C.182(3)), and as further defined in Pub.L.98-181, including any edible fresh or frozen poultry meat, any perishable poultry meat food product, fresh eggs, and any perishable egg product, as close as possible to, but not later than, the 7 thday after product delivery.

For fresh or frozen fish, as defined in section 204(3) of the Fish and Seafood (B) Promotion Act of1986 (16 U.S.C.4003(3)), as close as possible to, but not later than, the 7 thday after product delivery.

For perishable agricultural commodities, as defined in section 1(4) of the Perishable (C) Agricultural Commodities Act of1930 (7 U.S.C.499a(4)), as close as possible to, but not later than, the 10 thday after product delivery, unless another date is specified in the contract.

For dairy products, as defined in section 111(e) of the Dairy Production Stabilization (D) Act of1983 (7 U.S.C.4502(e)), edible fats or oils, and food products prepared from edible fats or oils, as close as possible to, but not later than, the 10 thday after the date on which a proper invoice has been received. Liquid milk, cheese, certain processed cheese products, butter, yogurt, ice cream, mayonnaise, salad dressings, and other similar products, fall within this classification. Nothing in the Act limits this classification to refrigerated products. When questions arise regarding the proper classification of a specific product, prevailing industry practices will be followed in specifying a contract payment due date. The burden of proof that a classification of a specific product is, in fact, prevailing industry practice is upon the Contractor making the representation.

If the contract does not require submission of an invoice for payment ( periodic (ii) e.g., lease payments), the due date will be as specified in the contract.

. The Contractor shall prepare and submit invoices to the designated (3) Contractor's invoice billing office specified in the contract. A proper invoice must include the items listed in paragraphs (a)(3)

(i) through (a)(3)(x) of this clause. If the invoice does not comply with these requirements, the designated billing office will return it within 7 days after receipt (3 days for meat, meat food products, or fish; 5 days for perishable agricultural commodities, dairy products, edible fats or oils, and food products prepared from edible fats or oils), with the reasons why it is not a proper invoice. The Government will take into account untimely notification when computing any interest penalty owed the Contractor.

Name and address of the Contractor.(i)

Invoice date and invoice number. (The Contractor should date invoices as close as (ii) possible to the date of the mailing or transmission.)

Contract number or other authorization for supplies delivered or services performed (iii) (including order number and line item number).

Description, quantity, unit of measure, unit price, and extended price of supplies (iv) delivered or services performed.

Shipping and payment terms ( shipment number and date of shipment, discount for (v) e.g., prompt payment terms). Bill of lading number and weight of shipment will be shown for shipments on Government bills of lading.

Name and address of Contractor official to whom payment is to be sent (must be the (vi) same as that in the contract or in a proper notice of assignment).

Name (where practicable), title, phone number, and mailing address of person to notify (vii) in the event of a defective invoice.

Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the (viii) invoice only if required elsewhere in this contract.

Electronic funds transfer (EFT) banking information.(ix)

The Contractor shall include EFT banking information on the invoice only if (A) required elsewhere in this contract.

If EFT banking information is not required to be on the invoice, in order for the (B) invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision ( 52.232-38, Submission of Electronic Funds e.g., Transfer Information with Offer), contract clause ( 52.232-33, Payment by Electronic Funds e.g., Transfer-System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer-Other Than System for Award Management), or applicable agency procedures.

EFT banking information is not required if the Government waived the requirement (C) to pay by EFT.

Any other information or documentation required by the contract ( evidence of (x) e.g., shipment).

. The designated payment office will pay an interest penalty automatically, (4) Interest penalty without request from the Contractor, if payment is not made by the due date and the conditions listed in paragraphs (a)(4)(i) through (a)(4)(iii) of this clause are met, if applicable. However, when the due date falls on a Saturday, Sunday, or legal holiday, the designated payment office may make payment on the following working day without incurring a late payment interest penalty.

The designated billing office received a proper invoice.(i)

The Government processed a receiving report or other Government documentation (ii) authorizing payment, and there was no disagreement over quantity, quality, or Contractor compliance with any contract term or condition.

In the case of a final invoice for any balance of funds due the Contractor for supplies (iii) delivered or services performed, the amount was not subject to further contract settlement actions between the Government and the Contractor.

. The Government will compute the interest penalty in (5) Computing penalty amount accordance with the Office of Management and Budget prompt payment regulations at .5 CFR Part 1315

For the sole purpose of computing an interest penalty that might be due the Contractor, (i) Government acceptance is deemed to occur constructively on the 7 thday (unless otherwise specified in this contract) after the Contractor delivers the supplies or performs the services in accordance with the terms and conditions of the contract, unless there is a disagreement over quantity, quality, or Contractor compliance with a contract provision. If actual acceptance occurs within the constructive acceptance period, the Government will base the determination of an interest penalty on the actual date of acceptance. The constructive acceptance requirement does not, however, compel Government officials to accept supplies or services, perform contract administration functions, or make payment prior to fulfilling their responsibilities.

The prompt payment regulations at 5 CFR1315.10(c) do not require the Government to (ii) pay interest penalties if payment delays are due to disagreement between the Government and the Contractor over the payment amount or other issues involving contract compliance, or on amounts temporarily withheld or retained in accordance with the terms of the contract. The Government and the Contractor shall resolve claims involving disputes and any interest that may be payable in accordance with the clause at FAR 52.233-1, Disputes.

. The designated payment office will pay an interest penalty (6) Discounts for prompt payment automatically, without request from the Contractor, if the Government takes a discount for prompt payment improperly. The Government will calculate the interest penalty in accordance with the prompt payment regulations at .5 CFR Part 1315

Additional interest penalty. (7) The designated payment office will pay a penalty amount, (i) calculated in accordance with the prompt payment regulations at in addition to the 5 CFR Part 1315 interest penalty amount only if-

The Government owes an interest penalty of $1 or more;(A)

The designated payment office does not pay the interest penalty within 10 days after (B) the date the invoice amount is paid; and

The Contractor makes a written demand to the designated payment office for (C) additional penalty payment, in accordance with paragraph (a)(7)(ii) of this clause, postmarked not later than 40 days after the invoice amount is paid.

(ii) The Contractor shall support written demands for additional penalty payments with the (A) following data. The Government will not request any additional data. The Contractor shall-

Specifically assert that late payment interest is due under a specific invoice, and (1) request payment of all overdue late payment interest penalty and such additional penalty as may be required;

Attach a copy of the invoice on which the unpaid late payment interest is due; and(2)

State that payment of the principal has been received, including the date of receipt.(3)

If there is no postmark or the postmark is illegible-(B)

The designated payment office that receives the demand will annotate it with the (1) date of receipt, provided the demand is received on or before the 40th day after payment was made; or

If the designated payment office fails to make the required annotation, the (2) Government will determine the demand’s validity based on the date the Contractor has placed on the demand, provided such date is no later than the 40th day after payment was made.

The additional penalty does not apply to payments regulated by other Government (iii) regulations ( payments under utility contracts subject to tariffs and regulation).e.g., . If this contract provides for contract financing, the Government (b) Contract financing payment will make contract financing payments in accordance with the applicable contract financing clause.

. If this contract contains the clause at 52.213-1, Fast (c) Fast payment procedure due dates Payment Procedure, payments will be made within 15 days after the date of receipt of the invoice.

. If the Contractor becomes aware of a duplicate contract financing or invoice (d) Overpayments payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall-

Remit the overpayment amount to the payment office cited in the contract along with a (1) description of the overpayment including the-

Circumstances of the overpayment ( , duplicate payment, erroneous payment, (i) e.g.

liquidation errors, date(s) of overpayment);

Affected contract number and delivery order number if applicable;(ii)

Affected line item or subline item, if applicable; and(iii)

Contractor point of contact.(iv)

Provide a copy of the remittance and supporting documentation to the Contracting Officer.(2)

(End of clause)

52.232-8 Discounts for Prompt Payment. 2002-02

As prescribed in , insert the following clause:32.111(b)(1)

Discounts for Prompt Payment (FEB 2002)

Discounts for prompt payment will not be considered in the evaluation of offers. However, any (a) offered discount will form a part of the award, and will be taken if payment is made within the discount period indicated in the offer by the offeror. As an alternative to offering a discount for prompt payment in conjunction with the offer, offerors awarded contracts may include discounts for prompt payment on individual invoices.

In connection with any discount offered for prompt payment, time shall be computed from the (b) date of the invoice. If the Contractor has not placed a date on the invoice, the due date shall be calculated from the date the designated billing office receives a proper invoice, provided the agency annotates such invoice with the date of receipt at the time of receipt. For the purpose of computing the discount earned, payment shall be considered to have been made on the date that appears on the payment check or, for an electronic funds transfer, the specified payment date. When the discount date falls on a Saturday, Sunday, or legal holiday when Federal Government offices are closed and Government business is not expected to be conducted, payment may be made on the following business day.

(End of clause)

252.227-7013 Rights in Technical Data--Noncommercial Items. 2014-02

As prescribed in 227.7103-6(a), use the following clause:

RIGHTS IN TECHNICAL DATA--NONCOMMERCIAL ITEMS (FEB 2014)

(a) . As used in this clause- Definitions

(1) "Computer data base" means a collection of data recorded in a form capable of being processed by a computer. The term does not include computer software.

(2) "Computer program" means a set of instructions, rules, or routines recorded in a form that is capable of causing a computer to perform a specific operation or series of operations.

(3) "Computer software" means computer programs, source code, source code listings, object code listings, design details, algorithms, processes, flow charts, formulae and related material that would enable the software to be reproduced, recreated, or recompiled. Computer software does not include computer data bases or computer software documentation.

(4) "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 the computer software or provide instructions for using the software.

(5) "Covered Government support contractor" means a contractor (other than a litigation support contractor covered by 252.204-7014) under a contract, the primary purpose of which is to furnish independent and impartial advice or technical assistance directly to the Government in support of the Government's management and oversight of a program or effort (rather than to directly furnish an end item or service to accomplish a program or effort), provided that the contractor-

(i) Is not affiliated with the prime contractor or a first-tier subcontractor on the program or effort, or with any direct competitor of such prime contractor or any such first-tier subcontractor in furnishing end items or services of the type developed or produced on the program or effort; and

(ii) Receives access to technical data or computer software for performance of a Government contract that contains the clause at 252.227-7025, Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends.

(6) "Detailed manufacturing or process data" means technical data that describe the steps, sequences, and conditions of manufacturing, processing or assembly used by the manufacturer to produce an item or component or to perform a process.

(7) "Developed" 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.

(8) "Developed exclusively at private expense" means development was accomplished entirely with costs charged to indirect cost pools, costs not allocated to a government contract, or any combination thereof.

(i) Private expense determinations should be made at the lowest practicable level.

(ii) Under fixed-price contracts, when total costs are greater than the firm-fixed-price or ceiling price of the contract, the additional development costs necessary to complete development shall not be considered when determining whether development was at government, private, or mixed expense.

(9) "Developed exclusively with government funds" means development was not accomplished exclusively or partially at private expense.

(10) "Developed with mixed funding" means development was accomplished partially with costs charged to indirect cost pools and/or costs not allocated to a government contract, and partially with costs charged directly to a government contract.

(11) "Form, fit, and function data" means technical data that describes the required overall physical, functional, and performance characteristics (along with the qualification requirements, if applicable) of an item, component, or process to the extent necessary to permit identification of physically and functionally interchangeable items.

(12) "Government purpose" means any activity in which the United States Government is a party, including cooperative agreements with international or multi-national defense organizations, or sales or transfers by the United States Government to foreign governments or international organizations.

Government purposes include competitive procurement, but do not include the rights to use, modify, reproduce, release, perform, display, or disclose technical data for commercial purposes or authorize others to do so.

(13) "Government purpose rights" means the rights to-

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

(ii) Release or disclose technical data 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 government purposes.United States

(14) "Limited rights" means the rights to use, modify, reproduce, release, perform, display, or disclose technical data, in whole or in part, within the Government. The Government may not, without the written permission of the party asserting limited rights, release or disclose the technical data outside the Government, use the technical data for manufacture, or authorize the technical data to be used by another party, except that the Government may reproduce, release, or disclose such data or authorize the use or reproduction of the data by persons outside the Government if-

(i) The reproduction, release, disclosure, or use is-

(A) Necessary for emergency repair and overhaul; or

(B) A release or disclosure to-

A covered Government support contractor in performance of its covered (1) Government support contract for use, modification, reproduction, performance, display, or release or disclosure to a person authorized to receive limited rights technical data; or

A foreign government, of technical data other than detailed manufacturing (2) or process data, when use of such data by the foreign government is in the interest of the Government and is required for evaluational or informational purposes;

(ii) The recipient of the technical data is subject to a prohibition on the further reproduction, release, disclosure, or use of the technical data; and

(iii) The contractor or subcontractor asserting the restriction is notified of such reproduction, release, disclosure, or use.

(15) "Technical data" means recorded information, regardless of the form or method of the recording, of a scientific or technical nature (including computer software documentation). The term does not include computer software or data incidental to contract administration, such as financial and/or management information.

(16) "Unlimited rights" means rights to use, modify, reproduce, perform, display, release, or disclose technical data in whole or in part, in any manner, and for any purpose whatsoever, and to have or authorize others to do so.

(b) . The Contractor grants or shall obtain for the Government the Rights in technical data following royalty free, world-wide, nonexclusive, irrevocable license rights in technical data other than computer software documentation (see the Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation clause of this contract for rights in computer software documentation):

(1) . The Government shall have unlimited rights in technical data that are- Unlimited rights

(i) Data pertaining to an item, component, or process which has been or will be developed exclusively with Government funds;

(ii) Studies, analyses, test data, or similar data produced for this contract, when the study, analysis, test, or similar work was specified as an element of performance;

(iii) Created exclusively with Government funds in the performance of a contract that does not require the development, manufacture, construction, or production of items, components, or processes;

(iv) Form, fit, and function data;

(v) Necessary for installation, operation, maintenance, or training purposes (other than detailed manufacturing or process data);

(vi) Corrections or changes to technical data furnished to the Contractor by the Government;

(vii) Otherwise publicly available or have been released or disclosed by the Contractor or subcontractor without restrictions on further use, release or disclosure, other than a release or disclosure resulting from the sale, transfer, or other assignment of interest in the technical data to another party or the sale or transfer of some or all of a business entity or its assets to another party;

(viii) Data in which the Government has obtained unlimited rights under another Government contract or as a result of negotiations; or

(ix) Data furnished to the Government, under this or any other Government contract or subcontract thereunder, with-

(A) Government purpose license rights or limited rights and the restrictive condition

(s) has/have expired; or

(B) Government purpose rights and the Contractor's exclusive right to use such data for commercial purposes has expired.

(2) . Government purpose rights

(i) The Government shall have government purpose rights for a five-year period, or such other period as may be negotiated, in technical data-

(A) That pertain to items, components, or processes developed with mixed funding except when the Government is entitled to unlimited rights in such data as provided in paragraphs (b)(1)

(ii) and (b)(1)(iv) through (b)(1)(ix) of this clause; or

(B) Created with mixed funding in the performance of a contract that does not require the development, manufacture, construction, or production of items, components, or processes.

(ii) The five-year period, or such other period as may have been negotiated, shall commence upon execution of the contract, subcontract, letter contract (or similar contractual instrument), contract modification, or option exercise that required development of the items, components, or processes or creation of the data described in paragraph (b)(2)(i)(B) of this clause. Upon expiration of the five-year or other negotiated period, the Government shall have unlimited rights in the technical data.

(iii) The Government shall not release or disclose technical data in which it has government purpose rights unless-

(A) Prior to release or disclosure, the intended recipient is subject to the non-disclosure agreement at 227.7103-7 of the Defense Federal Acquisition Regulation Supplement (DFARS); or

(B) The recipient is a Government contractor receiving access to the data for performance of a Government contract that contains the clause at DFARS 252.227-7025, Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends.

(iv) The Contractor has the exclusive right, including the right to license others, to use technical data in which the Government has obtained government purpose rights under this contract for any commercial purpose during the time period specified in the government purpose rights legend prescribed in paragraph (f)(2) of this clause.

(3) . Limited rights

(i) Except as provided in paragraphs (b)(1)(ii) and (b)(1)(iv) through (b)(1)(ix) of this clause, the Government shall have limited rights in technical data-

(A) Pertaining to items, components, or processes developed exclusively at private expense and marked with the limited rights legend prescribed in paragraph (f) of this clause; or

(B) Created exclusively at private expense in the performance of a contract that does not require the development, manufacture, construction, or production of items, components, or processes.

(ii) The Government shall require a recipient of limited rights data for emergency repair or overhaul to destroy the data and all copies in its possession promptly following completion of the emergency repair/overhaul and to notify the Contractor that the data have been destroyed.

(iii) The Contractor, its subcontractors, and suppliers are not required to provide the Government additional rights to use, modify, reproduce, release, perform, display, or disclose technical data furnished to the Government with limited rights. However, if the Government desires to obtain additional rights in technical data in which it has limited rights, the Contractor agrees to promptly enter into negotiations with the Contracting Officer to determine whether there are acceptable terms for transferring such rights. All technical data in which the Contractor has granted the Government additional rights shall be listed or described in a license agreement made part of the contract. The license shall enumerate the additional rights granted the Government in such data.

(iv) The Contractor acknowledges that-

(A) Limited rights data are authorized to be released or disclosed to covered Government support contractors;

(B) The Contractor will be notified of such release or disclosure;

(C) The Contractor (or the party asserting restrictions as identified in the limited rights legend) may require each such covered Government support contractor to enter into a non-disclosure agreement directly with the Contractor (or the party asserting restrictions) regarding the covered Government support contractor's use of such data, or alternatively, that the Contractor (or party asserting restrictions) may waive in writing the requirement for a non-disclosure agreement; and

(D) Any such non-disclosure agreement shall address the restrictions on the covered Government support contractor's use of the limited rights data as set forth in the clause at 252.227-7025, Limitations on the Use or Disclosure of Government- Furnished Information Marked with Restrictive Legends. The non-disclosure agreement shall not include any additional terms and conditions unless mutually agreed to by the parties to the non-disclosure agreement.

(4) . The standard license rights granted to the Specifically negotiated license rights Government under paragraphs (b)(1) through (b)(3) of this clause, including the period during which the Government shall have government purpose rights in technical data, may be modified by mutual agreement to provide such rights as the parties consider appropriate but shall not provide the Government lesser rights than are enumerated in paragraph (a)(14) of this clause. Any rights so negotiated shall be identified in a license agreement made part of this contract.

(5) . Technical data that will be delivered, furnished, or otherwise Prior government rights provided to the Government under this contract, in which the Government has previously obtained rights shall be delivered, furnished, or provided with the pre-existing rights, unless-

(i) The parties have agreed otherwise; or

(ii) Any restrictions on the Government's rights to use, modify, reproduce, release, perform, display, or disclose the data have expired or no longer apply.

(6) . The Contractor agrees to release the Government from liability for Release from liability any release or disclosure of technical data made in accordance with paragraph (a)(14) or (b)(2)(iii) of this clause, in accordance with the terms of a license negotiated under paragraph (b)(4) of this clause, or by others to whom the recipient has released or disclosed the data and to seek relief solely from the party who has improperly used, modified, reproduced, released, performed, displayed, or disclosed Contractor data marked with restrictive legends.

(c) . All rights not granted to the Government are retained by Contractor rights in technical data the Contractor.

(d) . The Contractor shall not, without the written approval of the Third party copyrighted data Contracting Officer, incorporate any copyrighted data in the technical data 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 data of the appropriate scope set forth in paragraph (b) of this clause, and has affixed a statement of the license or licenses obtained on behalf of the Government and other persons to the data transmittal document.

(e) Identification and delivery of data to be furnished with restrictions on use, release, or .disclosure

(1) This paragraph does not apply to restrictions based solely on copyright.

(2) Except as provided in paragraph (e)(3) of this clause, technical data that the Contractor asserts should be furnished to the Government with restrictions on use, release, or disclosure are identified in an attachment to this contract (the Attachment). The Contractor shall not deliver any data with restrictive markings unless the data are listed on the Attachment.

(3) In addition to the assertions made in the Attachment, other assertions may be identified after award when based on new information or inadvertent omissions unless the inadvertent omissions would have materially affected the source selection decision. Such identification and assertion shall be submitted to the Contracting Officer as soon as practicable prior to the scheduled date for delivery of the data, in the following format, and signed by an official authorized to contractually obligate the Contractor:

Identification and Assertion of Restrictions on the Government's Use, Release, or Disclosure of Technical Data.

The Contractor asserts for itself, or the persons identified below, that the Government's rights to use, release, or disclose the following technical data should be restricted-

Technical Data Name of Person to be Furnished Basis for Asserted Rights Asserting

With Restrictions* Assertion** Category*** Restrictions****

(LIST)____ (LIST)____ (LIST)____ (LIST)____

*If the assertion is applicable to items, components, or processes developed at private expense, identify both the data and each such item, component, or process.

**Generally, the development of an item, component, or process at private expense, either exclusively or partially, is the only basis for asserting restrictions on the Government's rights to use, release, or disclose technical data pertaining to such items, components, or processes. Indicate whether development was exclusively or partially at private expense. If development was not at private expense, enter the specific reason for asserting that the Government's rights should be restricted.

***Enter asserted rights category (e.g., government purpose license rights from a prior contract, rights in SBIR data generated under another contract, limited or government purpose rights under this or a prior contract, or specifically negotiated licenses).

****Corporation, individual, or other person, as appropriate.

Date ____

Printed Name and Title ____

Signature ____

(End of identification and assertion)

(4) When requested by the Contracting Officer, the Contractor shall provide sufficient information to enable the Contracting Officer to evaluate the Contractor's assertions. The Contracting Officer reserves the right to add the Contractor's assertions to the Attachment and validate any listed assertion, at a later date, in accordance with the procedures of the Validation of Restrictive Markings on Technical Data clause of this contract.

(f) . The Contractor, and its subcontractors or suppliers, may only assert Marking requirements restrictions on the Government's rights to use, modify, reproduce, release, perform, display, or disclose technical data to be delivered under this contract by marking the deliverable data subject to restriction.

Except as provided in paragraph (f)(5) of this clause, only the following legends are authorized under this contract: the government purpose rights legend at paragraph (f)(2) of this clause; the limited rights legend at paragraph (f)(3) of this clause; or the special license rights legend at paragraph (f)(4) of this clause; and/or a notice of copyright as prescribed under 17 U.S.C. 401 or 402.

(1) . The Contractor, or its subcontractors or suppliers, shall General marking instructions conspicuously and legibly mark the appropriate legend on all technical data 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 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 transmitted directly from one computer or computer terminal to another shall contain a notice of asserted restrictions. Reproductions of technical data or any portions thereof subject to asserted restrictions shall also reproduce the asserted restrictions.

(2) . Data delivered or otherwise furnished to the Government purpose rights markings Government with government purpose rights shall be marked as follows:

GOVERNMENT PURPOSE RIGHTS

Contract No.

Contractor Name

Contractor Address

Expiration Date

The Government's rights to use, modify, reproduce, release, perform, display, or disclose these technical data are restricted by paragraph (b)(2) of the Rights in Technical Data-Noncommercial Items clause contained in the above identified contract. No restrictions apply after the expiration date shown above. Any reproduction of technical data or portions thereof marked with this legend must also reproduce the markings.

(End of legend)

(3) . Data delivered or otherwise furnished to the Government with Limited rights markings limited rights shall be marked with the following legend:

LIMITED RIGHTS

Contract No.

Contractor Name

Contractor Address

The Government's rights to use, modify, reproduce, release, perform, display, or disclose these technical data are restricted by paragraph (b)(3) of the Rights in Technical Data--Noncommercial Items clause contained in the above identified contract. Any reproduction of technical data or portions thereof marked with this legend must also reproduce the markings. Any person, other than the Government, who has been provided access to such data must promptly notify the above named Contractor.

(End of legend)

(4) . Special license rights markings

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

SPECIAL LICENSE RIGHTS

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

(End of legend)

(ii) For purposes of this clause, special licenses do not include government purpose license rights acquired under a prior contract (see paragraph (b)(5) of this clause).

(5) . If the terms of a prior contract or license permitted the Pre-existing data markings Contractor to restrict the Government's rights to use, modify, reproduce, release, perform, display, or disclose technical data deliverable under this contract, and those restrictions are still applicable, the Contractor may mark such data with the appropriate restrictive legend for which the data qualified under the prior contract or license. The marking procedures in paragraph (f)(1) of this clause shall be followed.

(g) . Throughout performance of this contract, the Contractor Contractor procedures and records and its subcontractors or suppliers that will deliver technical data with other than unlimited rights, shall-

(1) Have, maintain, and follow written procedures sufficient to assure that restrictive markings are used only when authorized by the terms of this clause; and

(2) Maintain records sufficient to justify the validity of any restrictive markings on technical data delivered under this contract.

(h) . Removal of unjustified and nonconforming markings

(1) . The rights and obligations of the parties regarding Unjustified technical data markings the validation of restrictive markings on technical data furnished or to be furnished under this contract are contained in the Validation of Restrictive Markings on Technical Data clause of this contract.

Notwithstanding any provision of this contract concerning inspection and acceptance, the Government may ignore or, at the Contractor's expense, correct or strike a marking if, in accordance with the procedures in the Validation of Restrictive Markings on Technical Data clause of this contract, a restrictive marking is determined to be unjustified.

(2) . A nonconforming marking is a marking placed Nonconforming technical data markings on technical data delivered or otherwise furnished to the Government under this contract that is not in the format authorized by this contract. Correction of nonconforming markings is not subject to the Validation of Restrictive Markings on Technical Data clause of this contract. If the Contracting Officer notifies the Contractor of a nonconforming marking and the Contractor fails to remove or correct such marking within sixty (60) days, the Government may ignore or, at the Contractor's expense, remove or correct any nonconforming marking.

(i) Nothing contained in this clause shall imply a license to the Government Relation to patents.

under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Government under any patent.

(j) . Limitation on charges for rights in technical data

(1) The Contractor shall not charge to this contract any cost, including, but not limited to, license fees, royalties, or similar charges, for rights in technical data to be delivered under this contract when-

(i) The Government has acquired, by any means, the same or greater rights in the data; or

(ii) The data are available to the public without restrictions.

(2) The limitation in paragraph (j)(1) of this clause-

(i) Includes costs charged by a subcontractor or supplier, at any tier, or costs incurred by the Contractor to acquire rights in subcontractor or supplier technical data, if the subcontractor or supplier has been paid for such rights under any other Government contract or under a license conveying the rights to the Government; and

(ii) Does not include the reasonable costs of reproducing, handling, or mailing the documents or other media in which the technical data will be delivered.

(k) . Applicability to subcontractors or suppliers

(1) The Contractor shall ensure that the rights afforded its subcontractors and suppliers under 10 U.S.C. 2320, 10 U.S.C. 2321, and the identification, assertion, and delivery processes of paragraph (e) of this clause are recognized and protected.

(2) Whenever any technical data for noncommercial items, or for commercial items developed in any part at Government expense, is to be obtained from a subcontractor or supplier for delivery to the Government under this contract, the Contractor shall use this same clause in the subcontract or other contractual instrument, including subcontracts or other contractual instruments for commercial items, and require its subcontractors or suppliers to do so, without alteration, except to identify the parties. This clause will govern the technical data pertaining to noncommercial items or to any portion of a commercial item that was developed in any part at Government expense, and the clause at 252.227-7015 will govern the technical data pertaining to any portion of a commercial item that was developed exclusively at private expense. No other clause shall be used to enlarge or diminish the Government's, the Contractor's, or a higher-tier subcontractor's or supplier's rights in a subcontractor's or supplier's technical data.

(3) Technical data required to be delivered by a subcontractor or supplier shall normally be delivered to the next higher-tier contractor, subcontractor, or supplier. However, when there is a requirement in the prime contract for data which may be submitted with other than unlimited rights by a subcontractor or supplier, then said subcontractor or supplier may fulfill its requirement by submitting such data directly to the Government, rather than through a higher-tier contractor, subcontractor, or supplier.

(4) The Contractor…