Attachment A-Model Contract - 80MSFC26R0003_01202026.pdf

SECTION

15A. NAME AND

ADDRESS

OF OFFEROR

SOLICITATION, OFFER, AND AWARD 1. This Contract is a Rated Order under the Defense Priorities and Allocations System (DPAS) - Code of Federal Regulations - at 15 CFR 700.

RATING PAGE OF PAGES

2. CONTRACT NUMBER 3. SOLICITATION NUMBER 4. TYPE OF SOLICITATION 5. DATE ISSUED 6. REQUISITION/PURCHASE NUMBER

CODE7. ISSUED BY 8. ADDRESS OFFER TO (If other than item 7)

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

SOLICITATION

9. Sealed offers in original and copies for furnishings the supplies or services in the Schedule will be received at the place specified in item 8, or if hand carried, in the depository located in until local time

CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L, Provision Number 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

10. FOR

INFORMATION

CALL:

A. NAME B. TELEPHONE (NO COLLECT CALLS)

AREA CODE NUMBER EXTENSION

C. EMAIL ADDRESS

11. TABLE OF CONTENTS

(X) DESCRIPTION PAGE(S) (X) SECTION PAGE(S)DESCRIPTION

A

B

C

D

E

F

G

H

I

J

K

L

M EVALUATION FACTORS FOR AWARD

INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

REPRESENTATIONS, CERTIFICATIONS AND OTHER

STATEMENTS OF OFFERORS

PART IV - REPRESENTATIONS AND INSTRUCTIONS

LIST OF ATTACHMENTS

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

CONTRACT CLAUSESSOLICITATION/CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/COSTS

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

PACKAGING AND MARKING

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

CONTRACT ADMINISTRATION DATA

SPECIAL CONTRACT REQUIREMENTS

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

OFFER (Must be fully completed by offeror)

12. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, Clause Number 52.232-8)

14. ACKNOWLEDGMENT OF AMENDMENTS

(The offeror acknowledges receipt of amendments to the SOLICITATION for offerors and related documents numbered and dated):

10 CALENDAR DAYS (%) 20 CALENDAR DAYS (%) 30 CALENDAR DAYS (%) CALENDAR DAYS (%)

DATEAMENDMENT NUMBERAMENDMENT NUMBER DATE

CODE FACILITY 16. NAME AND THE TITLE OF PERSON AUTHORIZED TO SIGN OFFER

(Type or print)

15B. TELEPHONE NUMBER

AREA CODE NUMBER EXTENSION

15C. CHECK IF REMITTANCE ADDRESS IS

DIFFERENT FROM ABOVE - ENTER

SUCH ADDRESS IN SCHEDULE.

17. SIGNATURE 18. OFFER DATE

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

22. AUTHORITY FOR USING OTHER THAN FULL OPEN COMPETITION UNDER THE

UNITED STATES CODE AT:

10 U.S.C. 3204(a) 41 U.S.C. 3304(a) ( )

24. ADMINISTERED BY (If other than Item 7)

26. NAME OF CONTRACTING OFFICER (Type or print)

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

23. SUBMIT INVOICES TO ADDRESS SHOWN IN

(4 copies unless otherwise specified)

25. PAYMENT WILL BE MADE BY

27. UNITED STATES OF AMERICA (Signature of Contracting Officer) 28. AWARD DATE

CODE

ITEM

STANDARD FORM 33 (REV. 12/2022)

Prescribed by GSA - FAR (48 CFR) 53.214 (c)

SEALED BID (IFB) INVITATION FOR BID

NEGOTIATED (RFP) REQUEST FOR

PROPOSAL

(Hour) (Date)

PART I - THE SCHEDULE PART II - CONTRACT CLAUSES

x

80MSFC26R0003

Section A - Solicitation/Contract Form

Section is intentionally left blank

Section B - Supplies or Services and Prices/Cost

Additional Information/Notes

B.1 GENERAL

The Contractor shall furnish the services and deliverables described in Section C and in individual Task Orders (TOs) issued under this Multiple-Award Task Order Contract (MATOC). The Contract Line Item Numbers (CLINs) listed in this Section establish the scope categories under which Task Orders may be issued.

All Task Orders issued under this contract shall be Firm-Fixed-Price (FFP) unless otherwise authorized by the Contracting Officer.

The CLINs in this Section are Not Separately Priced (NSP) and serve only as ordering vehicles.

Pricing for work will be established only at the Task Order level.

B.2 TASK ORDER PRICING (FFP)

a. All Task Orders issued under this contract shall be Firm-Fixed-Price (FFP).

b. Each Task Order shall include the following:

- Task Order CLINs (TO-CLINs) derived from Section B categories

- FFP pricing for each TO-CLIN

- Payment schedule (e.g., milestone-based or deliverable-based)

c. No work is authorized without a fully executed Task Order.

B.3 NOT-TO-EXCEED (NTE) CONTRACT CEILING

The total amount that may be ordered under this contract shall not exceed:

$TBD

B.4 OBLIGATION OF FUNDS

Funding shall be obligated at the Task Order level.

B.5 FEE

Since all Task Orders are Firm-Fixed-Price, fee is included within the FFP amount and is not separately stated.

Item Supplies/Service Dates Quantity Unit Unit Price Amount

NFS Clauses Incorporated by Full Text

1852.216-78 Firm Fixed Price.Dec 1988

The total firm fixed price of this contract is $TBD.

BASE PERIOD — 24 Months

CLIN Item Description Type Price

0001 Concept Exploration FFP TBD

0002 Concept Refinement FFP TBD

0003 Concept Maturation FFP TBD

0004 Risk Reduction FFP TBD

0005 Special Studies FFP TBD

Note: CLINs are non-priced ordering categories. All labor, materials, and work effort will be priced in the Task Orders.

OPTION PERIOD 1 — 12 Months

CLIN Item Description Type Price

0001 Concept Exploration FFP TBD

0002 Concept Refinement FFP TBD

0003 Concept Maturation FFP TBD

0004 Risk Reduction FFP TBD

0005 Special Studies FFP TBD

(End of clause)

Section C - Description/Specifications/Statement of Work

C.1 SCOPE

The Contractor shall provide concept exploration, research, analysis, experimental, and specialized study services necessary to support NASA's technology development and mission concept maturation activities. Work performed under this contract includes initial concept investigation, feasibility analysis, contractor's functional requirements development, design space exploration, experimental risk reduction research, and specialized technical studies. All activities emphasize analytical investigation and knowledge advancement rather than hardware development or system implementation. Specific requirements will be defined in individual Task Orders (TOs) issued under this Multi-Award Task Order Contract (MATOC).

C.2 BACKGROUND

NASA conducts research and development activities to advance human exploration, science missions, and technology demonstration programs through systematic concept exploration and maturation processes. This contract provides analytical and research support for investigating mission concepts, assessing technical feasibility, conducting experimental risk reduction activities, and developing the scientific foundation necessary to support informed decision-making for future system development efforts. Contractor support is required to provide specialized expertise in concept analysis, investigation of candidate requirements, experimental research methodologies, and focused technical studies.

C.3 GENERAL REQUIREMENTS

The Contractor shall furnish all labor, services, equipment, tools, facilities (except as provided by the Government), and management necessary to perform the task orders awarded under this contract. All work shall:

a. Comply with NASA technical standards and center-specific requirements.

b. Follow systems engineering, configuration management, and risk management processes.

c. Be planned, executed, and reported in accordance with the requirements of this Section C and applicable Task Orders.

d. Include timely submission of data deliverables.

e. Maintain focus on analytical investigation and research activities rather than hardware development.

C.4 CONTRACT LINE ITEM (CLIN) DESCRIPTION

The following paragraphs define the technical content associated with each Contract Line Item Number (CLIN) in Section B. The specific activities and deliverables will be defined in the Task Orders issued during the performance period.

C.4.1 CLIN 0001 -- Concept Exploration

The Contractor shall conduct initial investigation and preliminary research into proposed concepts' alignment with NASA strategic goals and architecture needs. Scientific investigation includes theoretical analysis of concept fundamentals, exploration of design parameter relationships, and assessment of potential program-level constraints and opportunities. The Contractor shall perform analytical studies to evaluate strategic relevance, investigate fundamental technical principles, and identify key research questions requiring further investigation.

The objective is to establish foundational scientific understanding of concept potential, and architecture fit to support decisions surrounding the adoption of new elements into the architecture while maintaining focus on research activities rather than specific system development.

C.4.2 CLIN 0002 -- Concept Refinement

The Contractor shall build upon exploratory research through comprehensive mission concept investigations to assess feasibility and program alignment. Work encompasses systematic investigation of mission implementation frameworks, concept maturity indicators, and technical feasibility boundaries through analytical methods. The Contractor shall conduct detailed feasibility assessments, analyze implementation approaches, evaluate resource requirements, identify capability performance characteristics/thresholds, and investigate technical constraints and opportunities. The objective is to advance scientific understanding of mission concept viability, resource needs, and implementation approaches while maintaining focus on analytical investigation rather than hardware development.

C.4.3 CLIN 0003 -- Concept Maturation

The Contractor shall advance the research foundation through derivation and analysis of contractor's functional requirements and design space exploration. Scientific investigation includes analysis of architectural approaches, design optimization studies, and performance validation through analytical methods without developing specific hardware implementations. The Contractor shall analyze potential functional requirements, investigate design alternatives, perform optimization studies, and validate performance characteristics through modeling and simulation. The objective is to complete all research and analytical studies necessary to characterize the scope of potential functional requirements and design boundaries that could inform future system development decisions, providing the scientific foundation needed to support the types and levels of activities.

C.4.4 CLIN 0004 -- Risk Reduction

The Contractor shall conduct experimental research to investigate and characterize critical technical, programmatic, and operational risks that cannot be adequately assessed through analytical methods alone during pre-formulation concept evaluation. Scientific investigation emphasizes understanding risk factors through direct experimentation, validating analytical assumptions through physical testing, characterizing performance boundaries through controlled research conditions, and developing empirical data to supplement theoretical analysis. The Contractor shall perform risk identification studies using experimental investigation techniques, analyze high-risk design elements through controlled testing of research mockups developed solely as investigative instruments, conduct detailed performance characterization using physical research apparatus to validate computational models, perform human factors research incorporating crew evaluations of representative physical environments to assess operational viability, and investigate technology feasibility employing hands-on experimental methods where theoretical analysis is insufficient. All physical mockups, test articles, experimental components, and research apparatus are temporary research instruments constructed exclusively for data gathering, concept validation, testing in relevant environments, and scientific investigation purposes, with no intent for delivery or operational use, and are considered consumable research materials analogous to laboratory equipment. The objective is to reduce technical and operational uncertainties through rigorous experimental research investigation that combines analytical, computational, and empirical methods to advance scientific understanding of concept feasibility, characterize critical risk factors that cannot be adequately assessed through analysis alone, and provide validated research foundations for informed decision-making in future development phases while maintaining strict focus on knowledge advancement rather than system or hardware development.

C.4.5 CLIN 0005 -- Special Studies

The Contractor shall conduct specialized investigations and studies that require focused expertise outside the scope of the main CLINs. Activities may include, but are not limited to, contract initiation kickoff efforts, examination of emerging technologies and their concept applicability, regulatory and standards compliance analysis, comparative studies of alternative approaches, interdisciplinary analysis requiring specialized knowledge, lessons learned evaluation from similar programs, commercial solution assessments, international collaboration opportunity assessment, environmental and sustainability considerations, stakeholder requirements analysis, and economic modeling studies. The objective is to provide targeted analytical support addressing specialized questions, knowledge gaps, and focused technical or programmatic areas requiring dedicated investigation to support informed decision-making across the broader concept exploration program while serving as an adaptive mechanism for emerging analytical needs throughout the contract period.

Requirements

The Agency has a requirement to send humans to missions beyond low Earth orbit and ultimately to the lunar surface and Mars.

Section D - Packaging and Marking

Section E - Inspection and Acceptance

Section F - Deliveries or Performance

FAR Clauses Incorporated by Reference

Number Title Effective Date 52.242-15 Stop-Work Order. Aug 1989

Section G - Contract Administration Data

Additional Regulation or Supplement Clauses Incorporated by Reference

Number Title Effective Date 1852.227-70 New Technology Other than a Small Business Firm or Nonprofit Organization. Apr 2015 1852.227-72 Designation of New Technology Representative and Patent Representative. Apr 2015 1852.245-75 Property Management Changes. Jan 2011 1852.245-78 Physical Inventory of Capital Personal Property. Aug 2015

NFS Clauses Incorporated by Full Text

1852.232-80 Submission of Vouchers/Invoices for Payment.Apr 2018

(a) The designated payment office is the NASA Shared Services Center (NSSC) located at FMD Accounts Payable, Bldg. 1111, Jerry Hlass Road, Stennis Space Center, MS 39529.

(b) Except for classified vouchers, the Contractor shall submit all vouchers and invoices using the steps described at NSSC's Vendor Payment information Web site at: .https://www.nssc.nasa.gov/vendorpayment Please contact the NSSC Customer Contact Center at 1–877–NSSC123 (1–877–677–2123) with any additional questions or comments.

(c) Payment requests.

(1) The payment periods are stipulated in the payment clause(s) contained in this contract.

(2) Vouchers submitted under cost type contracts and invoices submitted under fixed-price contracts shall include the items delineated in FAR 32.905(b) supported by relevant back-up documentation. Back-up documentation shall include at a minimum, the following information:

(i) Vouchers.

(A) Breakdown of billed labor costs and associated contractor generated supporting documentation for billed direct labor costs to include rates used and number of hours incurred.

(B) Breakdown of billed other direct costs (ODCs) and associated contractor generated supporting documentation for billed ODCs.

(C) Indirect rate(s) used to calculate the amount of billed indirect expenses.

(D) Progress reports, as required.

(ii) Invoices.

(A) Description of goods and services delivered as part of the contract's terms and conditions, including the dates of delivery/performance.

https://www.nssc.nasa.gov/vendorpayment

(B) Progress reports, as required.

(C) Date goods and services were performed.

(iii) Fee vouchers.

(A) Listing of all provisionally-billed fee by period or date earned since contract award.

(B) A reconciliation of all billed and earned fee.

(C) A clear explanation of the fee calculations.

(d) The Contractor may submit a non-electronic voucher/invoice using theNon-electronic payment requests.

steps for non-electronic payment requests described at when any of ,https://www.nssc.nasa.gov/vendorpayment the following conditions are met:

(1) The Contracting Officer administering the contract for payment has determined, in writing, that electronic submission would be unduly burdensome to the Contractor.

(2) The contract includes provisions allowing the contractor to submit vouchers or invoices using the steps for non-electronic payment. In such instances the Contractor agrees to submit non-electronic payment requests using the method or methods specified in Section G of the contract.

(e) Improper vouchers/invoices. The NSSC Payment Office will notify the contractor of any apparent error, defect, or impropriety in a voucher/invoice within seven calendar days of receipt by the NSSC Payment Office.

Inquiries regarding requests for payment should be directed to the NSSC as specified in of this paragraph (b) section.

(f) In addition to the requirements of this clause, the Contractor shall meet theOther payment clauses.

requirements of the appropriate payment clauses in this contract when submitting payment requests.

(g) In the event that amounts are withheld from payment in accordance with provisions of this contract, a separate payment request for the amount withheld will be required before payment for that amount may be made.

(End of clause) https://www.nssc.nasa.gov/vendorpayment https://www.ecfr.gov/current/title-48/section-1852.232-80#p-1852.232-80(b)

Section H - Special Contract Requirements

Additional Regulation or Supplement Clauses Incorporated by Reference

Number Title Effective Date 1852.223-72 Safety and Health (Short Form). Jul 2015 1852.223-75 Major Breach of Safety or Security. Feb 2002 1852.228-78 Cross-Waiver of Liability for Science or Space Exploration Activities Unrelated to

International Space Station.

Oct 2012

1852.242-72 Denied Access to NASA Facilities. Oct 2015

NFS Clauses Incorporated by Full Text

1852.225-70 Export Licenses.Feb 2000

(a) The Contractor shall comply with all U.S. export control laws and regulations, including the International Traffic in Arms Regulations (ITAR), 22 CFR parts 120–130, and the Export Administration Regulations (EAR), 15 CFR parts 730–799, in the performance of this contract. In the absence of available license exemptions /exceptions, the Contractor shall be responsible for obtaining the appropriate licenses or other approvals, if required, for exports of hardware, technical data, and software, or for the provision of technical assistance.

(b) The Contractor shall be responsible for obtaining export licenses, if required, before utilizing foreign persons in the performance of this contract, including instances where the work is to be performed on-site at NASA, where the foreign person will have access to export-controlled technical data or software.

(c) The Contractor shall be responsible for all regulatory record keeping requirements associated with the use of licenses and license exemptions/exceptions.

(d) The Contractor shall be responsible for ensuring that the provisions of this clause apply to its subcontractors.

(End of clause)

1852.225-70 Export Licenses. Alternate I Feb 2000

(e) The Contractor may request, in writing, that the Contracting Officer authorizes it to export ITAR-controlled technical data (including software) pursuant to the exemption at 22 CFR 125.4(b)(3). The Contracting Officer or designated representative may authorize or direct the use of the exemption where the data does not disclose details of the design, development, production, or manufacture of any defense article.

1852.232-77 Limitations of Funds (Fixed Price Contract).Mar 1989

(a) Of the total price of items TBD through TBD, the sum of $TBD is presently available for payment and allotted to this contract. It is anticipated that from time to time additional funds will be allocated to the contract in accordance with the following schedule, until the total price of said items is allotted:

SCHEDULE FOR ALLOTMENT OF FUNDS

DATE

AMOUNTS

(b) The Contractor agrees to perform or have performed work on the items specified in paragraph (a) of this clause up to the point at which, if this contract is terminated pursuant to the Termination for Convenience of the Government clause of this contract, the total amount payable by the Government (including amounts payable for subcontracts and settlement costs) pursuant to paragraphs (f) and (g) of that clause would, in the exercise of reasonable judgment by the Contractor, approximate the total amount at the time allotted to the contract. The Contractor is not obligated to continue performance of the work beyond that point. The Government is not obligated in any event to pay or reimburse the Contractor more than the amount from time to time allotted to the contract, anything to the contrary in the Termination for Convenience of the Government clause notwithstanding.

(c)

(1) It is contemplated that funds presently allotted to this contract will cover the work to be performed until

.TBD

(2) If funds allotted are considered by the Contractor to be inadequate to cover the work to be performed until that date, or an agreed date substituted for it, the Contractor shall notify the Contracting Officer in writing when within the next 60 days the work will reach a point at which, if the contract is terminated pursuant to the Termination for Convenience of the Government clause of this contract, the total amount payable by the Government (including amounts payable for subcontracts and settlement costs) pursuant to paragraphs (f) and

(g) of that clause will approximate 75 percent of the total amount then allotted to the contract.

(3)

(i) The notice shall state the estimated date when the point referred to in paragraph (c)(2) of this clause will be reached and the estimated amount of additional funds required to continue performance to the date specified in paragraph (c)(1) of this clause, or an agreed date substituted for it.

(ii) The Contractor shall, 60 days in advance of the date specified in paragraph (c)(1) of this clause, or an agreed date substituted for it, advise the Contracting Officer in writing as to the estimated amount of additional funds required for the timely performance of the contract for a further period as may be specified in the contract or otherwise agreed to by the parties.

(4) If, after the notification referred to in paragraph (c)(3)(ii) of this clause, additional funds are not allotted by the date specified in paragraph (c)(1) of this clause, or an agreed date substituted for it, the Contracting Officer shall, upon the Contractor's written request, terminate this contract on that date or on the date set forth in the request, whichever is later, pursuant to the Termination for Convenience of the Government clause.

(d) When additional funds are allotted from time to time for continued performance of the work under this contract, the parties shall agree on the applicable period of contract performance to be covered by these funds.

The provisions of paragraphs (b) and (c) of this clause shall apply to these additional allotted funds and the substituted date pertaining to them, and the contract shall be modified accordingly.

(e) If, solely by reason of the Government's failure to allot additional funds in amounts sufficient for the timely performance of this contract, the Contractor incurs additional costs or is delayed in the performance of the work under this contract, and if additional funds are allotted, an equitable adjustment shall be made in the price or prices (including appropriate target, billing, and ceiling prices where applicable) of the items to be delivered, or in the time of delivery, or both.

(f) The Government may at any time before termination, and, with the consent of the Contractor, after notice of termination, allot additional funds for this contract.

(g) The provisions of this clause with respect to termination shall in no way be deemed to limit the rights of the Government under the default clause of this contract. The provisions of this Limitation of Funds clause are limited to the work on and allotment of funds for the items set forth in paragraph (a). This clause shall become inoperative upon the allotment of funds for the total price of said work except for rights and obligations then existing under this clause.

(h) Nothing in this clause shall affect the right of the Government to terminate this contract pursuant to the Termination for Convenience of the Government clause of this contract.

(End of clause)

MSFC Clauses Incorporated by Full Text

MSFC 52.209-92 Disclosure of Organizational Conflict of Interest (OCI) After Contract Award. May 2017

(a) If the Contractor identifies an actual or potential organizational conflict of interest that has not already been adequately disclosed and resolved (or waived in accordance with FAR 9.503), the Contractor shall make a prompt and full disclosure in writing to the Contracting Officer. This disclosure shall include a description of the action the Contractor has taken or proposes to take in order or resolve the conflict. This reporting requirement also includes subcontractors’ actual or potential organizational conflicts of interest not adequately disclosed and resolved prior to award.

(b) Organizational Conflict of Interest Plan. If there is an OCI plan in the contract, the Contractor shall periodically update the plan, based on changes such as changes to the legal entity, the overall structure of the organization, subcontractor arrangements, contractor management, ownership, ownership relationships or modification of the work scope.

MSFC 52.209-94 Resolution of Organizational Conflicts of InterestMar 2022

(a) The Organizational Conflict of Interest (OCI) Plan and its obligations (which includes any appended resolution strategies related to identified OCIs), are hereby incorporated in the contract by reference.

(b) Changes. (1) Either the Contractor or the Government may propose changes to the OCI Plan. Such changes are subject to the mutual agreement of the parties and will become effective only upon incorporating the change into the plan by contract amendment.

(2) In the event that the Government and the Contractor cannot agree upon a mutually acceptable change, the Government reserves the right to make a unilateral change to the OCI Plan as necessary, with the approval of the head of the contracting activity, subject to Contractor appeal as provided in the Disputes clause.

(c) Violation. The Contractor shall report any violation of the OCI Plan, whether by its own personnel or those of the Government or other contractors, to the Contracting Officer (CO) as soon as possible, but no later than three business days after discovery of the incident. This report shall include a description of the violation and the actions the Contractor has taken or proposes to take to mitigate and avoid repetition of the violation.

After conducting such further inquiries and discussions as may be necessary, the CO and the Contractor shall agree on appropriate corrective action, if any. If, in the event that the CO and Contractor cannot come to an agreement, the CO may unilaterally direct corrective action as it relates to the performance of the contract.

(d) Breach. Any breach of the above restrictions or any nondisclosure or misrepresentation of any relevant facts required regarding OCI to be disclosed may result in termination of this contract for default or other remedies as may be available under law or regulation.

(e) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (e), in subcontracts where the work includes or may include tasks related to the OCI. The terms “Contractor” and “Contracting Officer” shall be appropriately modified to reflect the change in parties and to preserve the Government’s rights.

Section I - Contract Clauses

52.227-14 Rights in Data-General (MAY 2014), ALT II (DEC 2007) and ALT III

(DEC 2007), as modified by NSF 1852.227-27 (APR 2015)

(a) Definitions. As used in this clause-

Computer database or "database means" a collection of recorded information in a form capable of, and for the purpose of, being stored in, processed, and operated on by a computer. The term does not include computer software.

Computer software-

(1) Means

(i) Computer programs that comprise a series of instructions, rules, routines, or statements, regardless of the media in which recorded, that allow or cause a computer to perform a specific operation or series of operations;

and

(ii) Recorded information comprising source code listings, design details, algorithms, processes, flow charts, formulas, and related material that would enable the computer program to be produced, created, or compiled.

(2) Does not include computer databases or computer software documentation.

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.

Data means recorded information, regardless of form or the media on which it may be recorded. The term includes technical data and computer software. The term does not include information incidental to contract administration, such as financial, administrative, cost or pricing, or management information.

Form, fit, and function data means data relating to items, components, or processes that are sufficient to enable physical and functional interchangeability, and data identifying source, size, configuration, mating and attachment characteristics, functional characteristics, and performance requirements. For computer software it means data identifying source, functional characteristics, and performance requirements but specifically excludes the source code, algorithms, processes, formulas, and flow charts of the software.

Limited rights means the rights of the Government in limited rights data as set forth in the Limited Rights Notice of paragraph (g)(3) if included in this clause.

Limited rights data means data, other than computer software, that embody trade secrets or are commercial or financial and confidential or privileged, to the extent that such data pertain to items, components, or processes developed at private expense, including minor modifications.

Restricted computer software means computer software developed at private expense and that is a trade secret, is commercial or financial and confidential or privileged, or is copyrighted computer software, including minor modifications of the computer software.

Restricted rights, as used in this clause, means the rights of the Government in restricted computer software, as set forth in a Restricted Rights Notice of paragraph (g) if included in this clause, or as otherwise may be provided in a collateral agreement incorporated in and made part of this contract, including minor modifications of such computer software.

Technical data means recorded information (regardless of the form or method of the recording) of a scientific or technical nature (including computer databases and computer software documentation). This term does not include computer software or financial, administrative, cost or pricing, or management data or other information incidental to contract administration. The term includes recorded information of a scientific or technical nature that is included in computer databases (See 41 U.S.C. 116).

Unlimited rights means the rights of the Government to use, disclose, reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly, in any manner and for any purpose, and to have or permit others to do so.

(b) Allocation of rights.

(1) Except as provided in paragraph (c) of this clause, the Government shall have unlimited rights in-

(i) Data first produced in the performance of this contract;

(ii) Form, fit, and function data delivered under this contract;

(iii) Data delivered under this contract (except for restricted computer software) that constitute manuals or instructional and training material for installation, operation, or routine maintenance and repair of items, components, or processes delivered or furnished for use under this contract; and

(iv) All other data delivered under this contract unless provided otherwise for limited rights data or restricted computer software in accordance with paragraph (g) of this clause.

(2) The Contractor shall have the right to-

(i) Assert copyright in data first produced in the performance of this contract to the extent provided in paragraph (c)(1) of this clause;

(ii) Use, release to others, reproduce, distribute, or publish any data first produced or specifically used by the Contractor in the performance of this contract, unless provided otherwise in paragraph (d) of this clause;

(iii) Substantiate the use of, add, or correct limited rights, restricted rights, or copyright notices and to take other appropriate action, in accordance with paragraphs (e) and (f) of this clause; and

(iv) Protect from unauthorized disclosure and use those data that are limited rights data or restricted computer software to the extent provided in paragraph (g) of this clause.

(c) Copyright-

(1) Data first produced in the performance of this contract.

(i) Unless provided otherwise in paragraph (d) of this clause, the Contractor may, without prior approval of the Contracting Officer, assert copyright in scientific and technical articles based on or containing data first produced in the performance of this contract and published in academic, technical or professional journals, symposia proceedings, or similar works. The prior, express written permission of the Contracting Officer is required to assert copyright in all other data first produced in the performance of this contract.

(ii) When authorized to assert copyright to the data, the Contractor shall affix the applicable copyright notices of 17 U.S.C. 401 or 402, and an acknowledgment of Government sponsorship (including contract number).

(iii) For data other than computer software, the Contractor grants to the Government, and others acting on its behalf, a paid-up, nonexclusive, irrevocable, worldwide license in such copyrighted data to reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly by or on behalf of the Government. For computer software, the Contractor grants to the Government, and others acting on its behalf, a paid-up, nonexclusive, irrevocable, worldwide license in such copyrighted computer software to reproduce, prepare derivative works, and perform publicly and display publicly (but not to distribute copies to the public) by or on behalf of the Government.

(2) The Contractor shall not, without the priorData not first produced in the performance of this contract.

written permission of the Contracting Officer, incorporate in data delivered under this contract any data not first produced in the performance of this contract unless the Contractor-

(i) Identifies the data; and

(ii) Grants to the Government, or acquires on its behalf, a license of the same scope as set forth in paragraph (c)(1) of this clause or, if such data are restricted computer software, the Government shall acquire a copyright license as set forth in paragraph (g)(4) of this clause (if included in this contract) or as otherwise provided in a collateral agreement incorporated in or made part of this contract.

(3) The Government will not remove any authorized copyright notices placedRemoval of copyright notices.

on data pursuant to this paragraph (c), and will include such notices on all reproductions of the data.

(d) The Contractor shall have the right to use, release to others,Release, publication, and use of data.

reproduce, distribute, or publish any data first produced or specifically used by the Contractor in the performance of this contract, except-

(1) As prohibited by Federal law or regulation ( , export control or national security laws or regulations);e.g.

(2) As expressly set forth in this contract; or

(3) If the Contractor receives or is given access to data necessary for the performance of this contract that contain restrictive markings, the Contractor shall treat the data in accordance with such markings unless specifically authorized otherwise in writing by the Contracting Officer.

(e) Unauthorized marking of data.

(1) Notwithstanding any other provisions of this contract concerning inspection or acceptance, if any data delivered under this contract are marked with the notices specified in paragraph (g)(3) or (g) (4) if included in this clause, and use of the notices is not authorized by this clause, or if the data bears any other restrictive or limiting markings not authorized by this contract, the Contracting Officer may at any time either return the data to the Contractor, or cancel or ignore the markings. However, pursuant to 41 U.S.C. 4703, the following procedures shall apply prior to canceling or ignoring the markings.

(i) The Contracting Officer will make written inquiry to the Contractor affording the Contractor 60 days from receipt of the inquiry to provide written justification to substantiate the propriety of the markings;

(ii) If the Contractor fails to respond or fails to provide written justification to substantiate the propriety of the markings within the 60-day period (or a longer time approved in writing by the Contracting Officer for good cause shown), the Government shall have the right to cancel or ignore the markings at any time after said period and the data will no longer be made subject to any disclosure prohibitions.

(iii) If the Contractor provides written justification to substantiate the propriety of the markings within the period set in paragraph (e)(1)(i) of this clause, the Contracting Officer will consider such written justification and determine whether or not the markings are to be cancelled or ignored. If the Contracting Officer determines that the markings are authorized, the Contractor will be so notified in writing. If the Contracting Officer determines, with concurrence of the head of the contracting activity, that the markings are not authorized, the Contracting Officer will furnish the Contractor a written determination, which determination will become the final agency decision regarding the appropriateness of the markings unless the Contractor files suit in a court of competent jurisdiction within 90 days of receipt of the Contracting Officer's decision. The Government will continue to abide by the markings under this paragraph (e)(1)(iii) until final resolution of the matter either by the Contracting Officer's determination becoming final (in which instance the Government will thereafter have the right to cancel or ignore the markings at any time and the data will no longer be made subject to any disclosure prohibitions), or by final disposition of the matter by court decision if suit is filed.

(2) The time limits in the procedures set forth in paragraph (e)(1) of this clause may be modified in accordance with agency regulations implementing the Freedom of Information Act ( 5 U.S.C. 552) if necessary to respond to a request thereunder.

(3) Except to the extent the Government's action occurs as the result of final disposition of the matter by a court of competent jurisdiction, the Contractor is not precluded by paragraph (e) of the clause from bringing a claim, in accordance with the Disputes clause of this contract, that may arise as the result of the Government removing or ignoring authorized markings on data delivered under this contract.

(f) Omitted or incorrect markings.

(1) Data delivered to the Government without any restrictive markings shall be deemed to have been furnished with unlimited rights. The Government is not liable for the disclosure, use, or reproduction of such data.

(2) If the unmarked data has not been disclosed without restriction outside the Government, the Contractor may request, within 6 months (or a longer time approved by the Contracting Officer in writing for good cause shown) after delivery of the data, permission to have authorized notices placed on the data at the Contractor's expense. The Contracting Officer may agree to do so if the Contractor-

(i) Identifies the data to which the omitted notice is to be applied;

(ii) Demonstrates that the omission of the notice was inadvertent;

(iii) Establishes that the proposed notice is authorized; and

(iv) Acknowledges that the Government has no liability for the disclosure, use, or reproduction of any data made prior to the addition of the notice or resulting from the omission of the notice.

(3) If data has been marked with an incorrect notice, the Contracting Officer may-

(i) Permit correction of the notice at the Contractor's expense if the Contractor identifies the data and demonstrates that the correct notice is authorized; or

(ii) Correct any incorrect notices.

(g) Protection of limited rights data and restricted computer software.

(1) The Contractor may withhold from delivery qualifying limited rights data or restricted computer software that are not data identified in paragraphs (b)(1)(i), (ii), and (iii) of this clause. As a condition to this withholding, the Contractor shall-

(i) Identify the data being withheld; and

(ii) Furnish form, fit, and function data instead.

(2) Limited rights data that are formatted as a computer database for delivery to the Government shall be treated as limited rights data and not restricted computer software.

(3) [Reserved]

(h) Subcontracting. The Contractor shall obtain from its subcontractors all data and rights therein necessary to fulfill the Contractor's obligations to the Government under this contract. If a subcontractor refuses to accept terms affording the Government those rights, the Contractor shall promptly notify the Contracting Officer of the refusal and shall not proceed with the subcontract award without authorization in writing from the Contracting Officer.

(i) Relationship to patents or other rights. Nothing contained in this clause shall imply a license to the Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Government.

(End of clause)

Alternate I (Dec 2007).

Limited rights data means data, other than computer software, developed at private expense that embody trade secrets or are commercial or financial and confidential or privileged.

Alternate II (Dec 2007).

(g)(3) Notwithstanding paragraph (g)(1) of this clause, the contract may identify and specify the delivery of limited rights data, or the Contracting Officer may require by written request the delivery of limited rights data that has been withheld or would otherwise be entitled to be withheld. If delivery of that data is required, the Contractor shall affix the following "Limited Rights Notice" to the data and the Government will treat the data, subject to the provisions of paragraphs (e) and (f) of this clause, in accordance with the notice:

Limited Rights Notice (Dec 2007)

(a) These data are submitted with limited rights under Government Contract No. TBD (and subcontract TBD, if appropriate). These data may be reproduced and used by the Government with the express limitation that they will not, without written permission of the Contractor, be used for purposes of manufacture nor disclosed outside the Government; except that the Government may disclose these data outside the Government for the following purposes, if any; provided that the Government makes such disclosure subject to prohibition against further use and disclosure:

(a) The following are additional purposes for technical data related to items, components, or processes developed at private expense (with only minor modifications under the contract):

(i) Use (except for manufacture) by support service contractors.

(ii) Evaluation by nongovernment evaluators.

(iii) Use (except for manufacture) by other contractors participating in the Government's program of which the specific contract is a part.

(iv) Release to a foreign government, or its instrumentalities, if required to serve the interests of the United States Government for information or evaluation, for interface/integration assessments, or for emergency repair or overhaul work by the foreign government.

(b) In accordance with FAR 27.408(b), the following are additional purposes for technical data related to items, components, or processes developed under the contract if such items, components, or processes are readily segregable from the Government's contribution considering both performance requirements and funding for the contract (i.e., the Contractor essentially performed all of the development work and the cost of such work is covered by the contractor's funding contribution):

(i) Use (except for manufacture) by support service contractors.

(ii) Evaluation by nongovernment evaluators.

(iii) Use (except for manufacture) by other contractors participating in the Government's program of which the specific contract is a part.

(iv) Release to a foreign government, or its instrumentalities, if required to serve the interests of the United States Government for information or evaluation, for interface/integration assessments, or for emergency repair or overhaul work by the foreign government.

(c) In accordance with FAR 27.408(a), the following are additional purposes for technical data related to items, components, or processes developed under the contract if such items, components, or processes are not readily segregable from the Government's contribution considering both performance requirements and funding for the contract (i.e., both the Government and the contractor contributed to the performance of the development work):

(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 United States Government purposes (i.e., any activity in which the United States Government is a party, including release to a foreign government, or its instrumentalities, if required to serve the interests of the United States Government for information or evaluation, for interface/integration assessments, or for emergency repair or overhaul work by the foreign government). Government purposes include competitive procurement and manufacture, 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.

(d) Technical data related to items, components, or processes developed under the contract will have unlimited rights if such items, components, or processes are segregable from the contractor's contribution (i.e., the Government essentially performed all the development work).

(b) This notice shall be marked on any reproduction of these data, in whole or in part.

(End of notice)

Alternate III (Dec 2007):

(g)(4)(i) Notwithstanding paragraph (g)(1) of this clause, the contract may identify and specify the delivery of restricted computer software, or the Contracting Officer may require by written request the delivery of restricted computer software that has been withheld or would otherwise be entitled to be withheld. If delivery of that computer software is required, the Contractor shall affix the following "Restricted Rights Notice" to the computer software and the Government will treat the computer software, subject to paragraphs (e) and (f) of this clause, in accordance with the notice:

Restricted Rights Notice (Dec 2007)

(a) This computer software is submitted with restricted rights under Government Contract No. _______ (and subcontract ________, if appropriate). It may not be used, reproduced, or disclosed by the Government except as provided in paragraph (b) of this notice or as otherwise expressly stated in the contract.

(b) This computer software may be-

(1) Used or copied for use with the computer(s) for which it was acquired, including use at any Government installation to which the computer(s) may be transferred;

(2) Used or copied for use with a backup computer if any computer for which it was acquired is inoperative;

(3) Reproduced for safekeeping (archives) or backup purposes;

(4) Modified, adapted, or combined with other computer software, that the modified, adapted, orprovided combined portions of the derivative software incorporating any of the delivered, restricted computer software shall be subject to the same restricted rights;

(5) Disclosed to and reproduced for use by support service Contractors or their subcontractors in accordance with paragraphs (b)(1) through (4) of this notice; and

(6) Used or copied for use with a replacement computer.

(c) Notwithstanding the foregoing, if this computer software is copyrighted computer software, it is licensed to the Government with the minimum rights set forth in…