Executed_Fourandsix_HR0011-17-C-0036_-_MediFor.pdf

DCMA STOCKTON

3247 WEST MARCH LANE

STOCKTON CA 95219

AWARD/CONTRACT

2. CONTRACT

RATING PAGE OF PAGES

3. EFFECTIVE DATE

(Proc. Inst. Ident.)

HR0011-17-C-0036

5. ISSUED BY CODE 6. ADMINISTERED BY (If other than Item 5) CODE

NO.

S0507A

4. REQUISITION/PURCHASE REQUEST/PROJECT NO.

HR0011725893

DARPA CMO

ATTN: MARK JONES

MARK.JONES@DARPA.MIL

675 N. RANDOLPH STREET

ARLINGTON VA 22203-2114

7. NAME AND ADDRESS OF CONTRACTOR (No., street, city, county, state and zip code)

FOURANDSIX TECHNOLOGIES, INC.

1151 MALONE RD

SAN JOSE CA 95125-3452

CODE

11. SHIP TO/MARK FOR

7NRT6

AFRL/RIGC

JEFFREY CARLO

525 BROOKS RD

ROME NY

CODE

FACILITY CODE

FA8750

13. AUTHORITY FOR USING OTHER THAN FULL AND OPEN

COMPETITION:

[ ] 10 U.S.C. 2304(c)( )X

15A. ITEM NO.

1 [ ] 41 U.S.C. 253(c)( )

15B. SUPPLIES/ SERVICES

SEE SCHEDULE

(X)

PART I - THE SCHEDULE

SEC. DESCRIPTION

16. TABLE OF CONTENTS

PAGE(S)

X X

A SOLICITATION/ CONTRACT FORM 1

X B

X C

SUPPLIES OR SERVICES AND PRICES/ COSTS

DESCRIPTION/ SPECS./ WORK STATEMENT

2 - 4

X D E

PACKAGING AND MARKING

X F

INSPECTION AND ACCEPTANCE

X G

DELIVERIES OR PERFORMANCE

CONTRACT ADMINISTRATION DATA

10 - 13

X H SPECIAL CONTRACT REQUIREMENTS

5 - 7

14 - 16

17. [ ] CONTRACTOR'S NEGOTIATED AGREEMENT X

CONTRACTING OFFICER WILL COMPLETE ITEM 17 (SEALED-BID OR NEGOTIATED PROCUREMENT) OR 18 (SEALED-BID PROCUREMENT) AS APPLICABLE document and return copies to issuing office.)1 Contractor is required to sign this items or perform all the services set forth or otherwise identified above and on any continuation Contractor agrees to furnish and deliver all sheets for the consideration stated herein. The rights and obligations of the parties to this contract shall be subject to and governed by the following documents: (a) this award/contract,

(b) the solicitation, if any, and (c) such provisions, representations, certifications, and specifications, as are attached or incorporated by reference herein.

(Attachments are listed herein.)

19A. NAME AND TITLE OF SIGNER (Type or print)

19B. NAME OF CONTRACTOR 19C. DATE SIGNED

BY

(Signature of person authorized to sign)

Previous edition is NOT usable

SCD: C

8. DELIVERY

[ ] FOB ORIGIN [ ] OTHER X (See below)

9. DISCOUNT FOR PROMPT PAYMENT

NET 30 DAYS

10. SUBMIT INVOICES 1 ITEM

TO THE ADDRESS

SHOWN IN:

(4 copies unless otherwise specified) Section G

12. PAYMENT WILL BE MADE BY

DFAS COLUMBUS CENTER

WEST ENTITLEMENT OPERATIONS

P.O. BOX 182381

COLUMBUS OH 43218-2381

CODE HQ0339

14. ACCOUNTING AND APPROPRIATION DATA

See Schedule

15C. QUANTITY 15D. UNIT 15E. UNIT PRICE 15F. AMOUNT

15G. TOTAL AMOUNT OF CONTRACT $473,000.00

(X)

PART II - CONTRACT CLAUSES

SEC. DESCRIPTION PAGE(S)

PART III – LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

X I CONTRACT CLAUSES 18 - 26

X

PART IV - REPRESENTATIONS AND INSTRUCTIONS

J LIST OF ATTACHMENTS 27

K

L

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

INSTRS., CONDS., AND NOTICES TO OFFERORS

M EVALUATION FACTORS FOR AWARD

18. [ ] SEALED-BID AWARD (Contractor is not required to sign this document.)

20A. NAME OF CONTRACTING OFFICER

TEL: EMAIL:

20B. UNITED STATES OF AMERICA

BY

(Signature of Contracting Officer)

20C. DATE SIGNED

HR0011

1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

AUTHORIZED FOR LOCAL REPRODUCTION

Prescribed by GSA – FAR (48 CFR) 53.214(a)

STANDARD FORM 26 (REV. 5/2011)

document is necessary . (Block 18 should be checked only when awarding a sealed-bid contract.)

following documents: (a) the Government's solicitation and your bid, and (b) this award/contract. No further contractual to the terms listed above and on any continuation sheets. This award consummates the contract which consists of the including the additions or changes made by you which additions or changes are set forth in full above, is hereby accepted as

Your bid on Solicitation Number

Kevin J. Connor, CEO

March 8, 2017 Fourandsix Technologies

09-MAR-2017

Mark Jones / Contracting Officer mark.jones@darpa.mil

09 MAR 2017

HR0011-17-C-0036

Section B - Supplies or Services and Prices

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 1 Lot $446,000.00 $446,000.00 Izitru source code and data Deliverables

FFP

See Section DARPA-CMO-F-0002 Reports and Other Deliverables.

Deliver with unlimited rights:

• All build instructions, source code and documentation for the izitru forensic product with Unlimited Rights. This includes forensics analytics, scoring logic, web-API, and license to the patent “Photo Forensics Using Image Signatures

(US9031329).

• All data used within izitru to include a database of software, camera and metadata signatures.

• All build instructions, source code and documentation required to update analytic parameters, signature databases and scoring logic with new data obtained during the MediFor program.

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

FOB: Destination

NET AMT $446,000.00

000101 $0.00 FY16 Funding for CLIN 0001

FFP

PR No. HR0011725893

NET AMT $0.00

ACRN AA

CIN: 000000000000000000000000000000

$446,000.00

0002 180 Hours $150.00 $27,000.00 Maintenance Year 1

FFP

Software Maintenance Includes

• Integration efforts

• Scoring logic or database updates

• Bug fixes that may be needed See Section DARPA-CMO-F-0002 Reports and Other Deliverables.

NET AMT $27,000.00

000201 $0.00 FY16 Funding for CLIN 0002

FFP

PR No. HR0011725893

NET AMT $0.00

ACRN AA

CIN: 000000000000000000000000000000

$27,000.00

0003 96 Hours $150.00 $14,400.00 OPTION Maintenance Year 2

FFP

Software Maintenance includes

• Integration efforts

• Scoring logic or database updates

• Bug fixes that may be needed

NET AMT $14,400.00

0004 60 Hours $150.00 $9,000.00 OPTION Maintenance Year 3

FFP

Software Maintenance includes

• Integration efforts

• Scoring logic or database updates

• Bug fixes that may be needed

NET AMT $9,000.00

0005 27 Hours $150.00 $4,050.00 OPTION Maintenance Year 4

FFP

Software Maintenance includes

• Integration efforts

• Scoring logic or database updates

• Bug fixes that may be needed

NET AMT $4,050.00

Section C - Descriptions and Specifications

CLAUSES INCORPORATED BY FULL TEXT

DARPA-CMO-C-0001 Reports and Other Deliverables

(a) The Contractor shall submit the following reports and other deliverables in accordance with the delivery schedule set forth in Section F. Reports and other deliverables shall include an acknowledgment of the Government’s support and a disclaimer in accordance with DFARS 252.235-7010 and shall be submitted in writing, as defined in FAR 2.101, or as specified below:

(1) R&D STATUS REPORT

This brief narrative, not to exceed five pages in length, shall contain the following:

(i) For first report only; the date work actually started.

(ii) Description of progress during the reporting period, supported by reasons for any change in approach reported previously

(iii) Planned activities and milestones for the next reporting period.

(iv) Description of any major items of experimental or special equipment purchased or constructed during the reporting period.

(v) Notification of any changes in key personnel associated with the contract during the reporting period.

(vi) Summary of substantive information derived from noteworthy trips, meetings, and special conferences held in connection with the contract during the reporting period.

(vii) Summary of all problems or areas of concern.

(viii) Related accomplishments since last report.

(ix) Fiscal status, to include reporting of summary level financial data in the following format:

(next page)

R&D STATUS REPORT

PROGRAM FINANCIAL STATUS

Work Breakdown Cumulative to Date At Completion

Latest Structure or Planned Actual % Budget At Revised Task Element Expend Expend Compl Compl Estimate Remarks

Subtotal: ____________________________________________________________

Management Reserve: ____________________________________________________________ Or Unallocated Resources: ____________________________________________________________

TOTAL:

Note: Budget at completion changes only with the amount of any scope changes. (Not affected by underrun or overrun)

Based on currently authorized work:

Is current funding sufficient for the current fiscal year (FY)? (Explain in narrative if “NO”)

YES NO

What is the next FY funding requirement at current anticipated levels?

Have you included in the report narrative any explanation of the above data and are they cross-referenced?

YES NO

(2) FINAL REPORT

This report shall document the results of the complete effort and should be delivered at the completion of the contract. If the Government chooses to exercise the options under this contract, the due date for the final report is extended accordingly.

The Final Technical Report summary shall include:

Task Objectives Technical Problems General Methodology (i.e., literature review, laboratory experiments, surveys, etc.)

Technical Results Important Findings and Conclusions Significant Hardware Development Special Comments Implications for Further Research Standard Form 298, August 1998

(b) All technical reports, including the final report, must (i) be prepared in accordance with American National

Standards Institute (ANSI) Standard Z39.18; (ii) include a Standard Form 298, August 1998; and (iii) be marked with an appropriate Distribution Statement.

Distribution Statement C applies:

"Distribution authorized to U.S. Government agencies and their contractors only due to the inclusion of proprietary information and to prevent Premature Dissemination of potentially critical technological Information. Other requests for this document shall be referred to DARPA Public Release Center (PRC) via email at public_release_center@darpa.mil.”

(c) All reports shall be submitted using only the below listed submission mechanisms:

(1) Email as an encrypted attachment using Encryption Wizard (EW);

(2) Email as a password protected PDF attachment (password sent via a separate email);

(3) Email with no encryption or password protection if deemed appropriate; or

(4) Regular mail on CD.

(end of clause)

Section D - Packaging and Marking

(This section left intentionally blank.)

Section E - Inspection and Acceptance

CLAUSES INCORPORATED BY REFERENCE

52.246-9 Inspection Of Research And Development (Short Form) APR 1984 252.246-7000 Material Inspection And Receiving Report MAR 2008

DARPA-CMO-E-0001 Inspection and Acceptance at Destination Supplies/services will be inspected/accepted at destination by the Contracting Officer’s Representative identified in Section G herein. Use of the DD250 is required for the submission of the Final Report and all data and deliverables.

The DD250 must be submitted in WAWF, with the Contracting Officer’s Representative (COR) as the Service Acceptor (DoDAAC is FA8750).

Section F - Deliveries or Performance

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

0001 12 mths. ADC 1 AFRL/RIGC

JEFFREY CARLO

525 BROOKS RD

ROME NY

315-330-7839

FA8750

000101 N/A N/A N/A N/A

0002 12 mths. ADC 180 AFRL/RIGC

JEFFREY CARLO

525 BROOKS RD

ROME NY

315-330-7839

000201 N/A N/A N/A N/A

0003 24 mths. ADC 96 AFRL/RIGC

JEFFREY CARLO

525 BROOKS RD

ROME NY

315-330-7839

0004 36 mths. ADC 60 (SAME AS PREVIOUS LOCATION)

0005 45 mths. ADC 27 (SAME AS PREVIOUS LOCATION)

52.242-15 Stop-Work Order AUG 1989 52.247-34 F.O.B. Destination NOV 1991

DARPA-CMO-F-0001 Reports and Other Deliverables

Delivery of all reports and other deliverables shall be made to the addressee specified in DARPA-CMO-F- 0002 entitled “Report Distribution” in accordance with the following:

Item No.

(CLIN No)

Description Due Date (on or before)

0001 Izitru Source code and data deliverable with unlimited user license:

JPEG Signature (camera database): this database consists of 95,534 JPEG signatures from 3,670 different devices JPEG Signature (source code): this combination of PHP, Perl, and SQL code compares a JPEG signature against a database of original JPEG signatures

JPEG Signature Maintenance (source code): this MatLab code extracts a signature from one or more JPEG images and adds this signature to the existing camera database

JPEG Structure Analysis (source code) this C source code analyzes the structure of a JPEG file to determine if the structure is consistent with a camera original

Multiple JPEG analysis: DCT (source code): this C source code analyzes a JPEG image for signs of double compression

Multiple JPEG analysis: Digits (source code): this C source code analyzes a JPEG image for signs of double compression

Multiple JPEG analysis: Ghost (source code): this C source code analyzes a JPEG image for signs of double compression

Sensor Pattern Analysis (source code): this C source code detects the presence or absence of the color filter array pattern that is introduced by Bayer interpolation

API (source code): this combination of Perl and PHP source code takes a JPEG image as input, applies the six forensic tests described above, and generates a trust rating verdict (High Trust, Medium Trust, or Low Trust)

Documentation: Included documentation will include developer instructions for accessing the API, an overview on interpreting the results of the tests, and instructions for using the JPEG Signature Maintenance code for adding to the signature database. In addition, we will provide an overview of the various code components and how they inter-operate

12 months from date of contract award

0002 Maintenance for Year 1: includes logistical and technical assistance for installation and testing izitru technology as well as assessment and updating logical combination of the individual forensic tests. The camera signature database will also be updated.

Deliverable: Maintenance Report documenting efforts accomplished for Year 1

12 months from date of contract award

0003* Maintenance for Year 2: includes logistical and technical assistance for installation and testing izitru

24 months from date technology as well as assessment and updating logical combination of the individual forensic tests. The camera signature database will also be updated.

Deliverable: Maintenance Report documenting efforts accomplished for Year 2

0004* Maintenance for Year 3: includes logistical and technical assistance for installation and testing izitru technology as well as assessment and updating logical combination of the individual forensic tests. The camera signature database will also be updated

Deliverable: Maintenance Report documenting efforts accomplished for Year 3

36 months from date of contract award

0005* Maintenance for Year 4: includes logistical and technical assistance for installation and testing izitru technology as well as assessment and updating logical combination of the individual forensic tests. The camera signature database will also be updated

Deliverable: Maintenance Report documenting efforts accomplished for Partial Year 4 (9 months)

45 months from date

* If option exercised

NOTE: Any reports submitted in accordance with DARPA-CMO-C-0001 will not be required to include financial documentation since this is a firm fixed price effort.

(end of clause)

DARPA-CMO-F-0002 Report Distribution

(a) DARPA/I2O

Attn: Dr. David Doermann, Program Manager 675 North Randolph Street Arlington, VA 22203-2114 Email: david.doermann@darpa.mil (one copy each report)

(b) DARPA/I2O

Attn: Tanya Tanner, ADPM 675 North Randolph Street Arlington, VA 22203-2114 Email: tanya.tanner@darpa.mil

(c) DARPA/Research Support Center

675 North Randolph Street Arlington, VA 22203-2114 Email: Researchsupport@darpa.mil (one copy of the Final Technical Report)

(d) Defense Technical Information Center

(1) Email: TR@dtic.mil

(one electronic copy of the Final Technical Report, if unclassified)

OR

(2) Attn: DTIC-BCS 8725 John J. Kingman Road, Suite 0944 Fort Belvoir, VA 22060-0944 (two hard copies of the Final Technical Report if unclassified)

(e) DARPA/CMO

Attn: Mark Jones, Contracting Officer 675 North Randolph Street Arlington, VA 22203-2114 Email: mark.jones@darpa.mil

(f) Contracting Officer’s Representative (COR)

Attn: Jeffrey Carlo, USAF AFRL/RIGC 525 Brooks Rd Rome, NY 13441 Email: jeffrey.carlo@us.af.mil

(g) DARPA/CMO Closeout 675 North Randolph Street Arlington, VA 22203-2114 Email: CMO_closeout@darpa.mil (one copy of the Final Technical Report if unclassified, and all Interim and Final Patent Reports (DD Form 882))

Section G - Contract Administration Data

ACCOUNTING AND APPROPRIATION DATA

AA: 012199 097 0400 000 N 20162017 D 1320 CMEDGG 2016.TT-13.CORE.A DARPA 255

AMOUNT: $473,000.00

ACRN CLIN/SLIN CIN AMOUNT

AA 000101 000000000000000000000000000000 $446,000.00

000201 000000000000000000000000000000 $27,000.00

252.204-0004 Line Item Specific: by Fiscal Year SEP 2009 252.204-7006 Billing Instructions OCT 2005

252.232-7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (MAY 2013)

(a) Definitions. As used in this clause--

Department of Defense Activity Address Code (DoDAAC) is a six position code that uniquely identifies a unit, activity, or organization.

Document type means the type of payment request or receiving report available for creation in Wide Area WorkFlow (WAWF).

Local processing office (LPO) is the office responsible for payment certification when payment certification is done external to the entitlement system.

(b) Electronic invoicing. The WAWF system is the method to electronically process vendor payment requests and receiving reports, as authorized by DFARS 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(c) WAWF access. To access WAWF, the Contractor shall--

(1) Have a designated electronic business point of contact in the System for Award Management at https://www.acquisition.gov; and

(2) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration available at this Web site.

(d) WAWF training. The Contractor should follow the training instructions of the WAWF Web-Based Training Course and use the Practice Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the “Web Based Training” link on the WAWF home page at https://wawf.eb.mil/.

(e) WAWF methods of document submission. Document submissions may be via Web entry, Electronic Data Interchange, or File Transfer Protocol.

(f) WAWF payment instructions. The Contractor must use the following information when submitting payment requests and receiving reports in WAWF for this contract/order:

(1) Document type. The Contractor shall use the following document type(s).

2-in-1

(2) Inspection/acceptance location. The Contractor shall select the following inspection/acceptance location(s) in WAWF, as specified by the contracting officer.

Not applicable

(3) Document routing. The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in WAWF when creating payment requests and receiving reports in the system.

Routing Data Table* Field Name in WAWF Data to be entered in WAWF Pay Official DoDAAC HQ0339 Issue By DoDAAC HR0011 Admin DoDAAC S0507A Inspect By DoDAAC Not Applicable Ship To Code Not Applicable Ship From Code Not Applicable Mark For Code Not Applicable Service Approver (DoDAAC) Not Applicable Service Acceptor (DoDAAC) FA8750 Accept at Other DoDAAC Not Applicable LPO DoDAAC Not Applicable DCAA Auditor DoDAAC HAA052 Other DoDAAC(s) Not Applicable

(4) Payment request and supporting documentation. The Contractor shall ensure a payment request includes appropriate contract line item and subline item descriptions of the work performed or supplies delivered, unit price/cost per unit, fee (if applicable), and all relevant back-up documentation, as defined in DFARS Appendix F, (e.g. timesheets) in support of each payment request.

(5) WAWF email notifications. The Contractor shall enter the email address identified below in the “Send Additional Email Notifications” field of WAWF once a document is submitted in the system.

Name Email Phone Role Mark Jones mark.jones@darpa.mil (571) 218-4858 PCO

(g) WAWF point of contact.

(1) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting activity's WAWF point of contact.

Not Applicable

(2) For technical WAWF help, contact the WAWF helpdesk at (866) 618-5988.

(End of clause)

DARPA-CMO-G-0001 Contracting Officer’s Representative (COR)

Performance of work under this contract shall be subject to the technical direction of Jeffrey Carlo, 525 Brooks Rd, Rome, NY 13441, telephone (315) 330-7839, e-mail: jeffrey.carlo@us.af.mil.

DARPA-CMO-G-0002 Incremental Funding

This contract shall be subject to incremental funding with $473,000 presently made available for performance under this contract. It is estimated that the funds presently available are sufficient to permit the Contractor’s performance through March 2018. Except in accordance with the Section I clause FAR 52.232-22, “Limitation of Funds,” no legal liability of the part of the Government for payment of any money in excess of $473,000 shall arise unless and until additional funds are made available by the Contracting Officer through a modification to this contract. This contract is hereby fully funded.

Phase CLIN ACRN PR Number

Funded Amount to Date

Period of Performance

Estimated Funded

POP

to Date Izitru Source

Code and Data Deliverables

0001 AA HR0011725893 $446,000 12 months 12 months (March 2018)

Maintenance Year 1

0002 AA HR0011725893 $27,000 12 months 12 months (March 2018)

Total Funding $473,000 of $473,000

DARPA-CMO-G-0003 Payable Milestone Payments

The Parties agree that fixed payments in the amounts set forth in Section B will be made for the completion of Payable Milestones provided the Contractor has verified the accomplishment of the Payable Milestones. These payments reflect value received by the Government toward the accomplishment of the work under this Contract.

Verification of the milestones is limited to ensuring that the Contractor has met the requirements delineated in Section B. The Contractor shall document the accomplishment of each Payable Milestone by submitting the deliverable and by providing the Payable Milestone Report required by the contract.

Section H - Special Contract Requirements

DARPA-CMO-H-0001 Contracting Officer Notwithstanding any other provision of this contract, the Contracting Officer is the only individual authorized to redirect the effort or in any way amend or modify any of the terms of this contract. If, as a result of technical discussions, it is desirable to alter contract obligations or statement of work, a modification must be issued in writing and signed by the Contracting Officer.

(end of clause)

DARPA-CMO-H-0002 Type of Contract

This is a Firm-Fixed Price type contract.

DARPA-CMO-H-0003 Public Release or Dissemination of Information

(a) At this time, DARPA expects the work performed under this contract will NOT be fundamental research, and it is, therefore, subject to the following publication restrictions:

There shall be no dissemination or publication, except within and between the Contractor and any subcontractors, of information developed under this contract or contained in the reports to be furnished pursuant to this contract without prior written approval, which will be communicated to the Contractor by email through the DARPA Public Release Center (PRC) at PRC@darpa.mil. All technical reports will be given proper review by appropriate authority to determine which Distribution Statement is to be applied prior to the initial distribution of these reports by the Contractor. These restrictions must be flowed down to all subcontractors. Any publications shall incorporate an Acknowledgement of Support and Disclaimer in accordance with DFARS 252.235-7010.

(b) When submitting material for written approval for open publication as described in subparagraph (a) above, the Contractor must submit a request for public release request to the PRC and include the following information: 1) Document Information: document title, document author, short plain-language description of technology discussed in the material (approx. 30 words), number of pages (or minutes of video) and document type (briefing, report, abstract, article, or paper); 2) Event Information: event type (conference, principal investigator meeting, article or paper), event date, desired date for DARPA's approval; 3) DARPA Sponsor: DARPA Program Manager, DARPA office, and contract number; and 4) Contractor's Information:

POC name, e-mail and phone. Allow four weeks for processing; due dates under four weeks require a justification. Unusual electronic file formats may require additional processing time. Requests can be sent either via e-mail to PRC@darpa.mil or via hard copy to 675 North Randolph Street, Arlington VA 22203- 2114, telephone (571) 218-4235. Refer to http://www.darpa.mil/work-with-us/contract-management/public-release for information about DARPA's public release process.

DARPA-CMO-H-0005 Restrictions on Printing

Unless otherwise authorized in writing by the Contracting Officer, reports, data, or other written material produced using funds provided by this contract and submitted hereunder shall be reproduced only by duplicating processes and shall not exceed 5,000 single page reports or a total of 25,000 pages of a multiple-page report. These restrictions do not preclude the writing, editing, and preparation of manuscript or reproducible copy of related illustrative materials if required as part of this contract, or incidental printing such as forms or materials necessary to be used by the Contractor to respond to the terms of the contract.

Section I - Contract Clauses

52.202-1 Definitions NOV 2013 52.203-3 Gratuities APR 1984 52.203-5 Covenant Against Contingent Fees MAY 2014 52.203-6 Restrictions On Subcontractor Sales To The Government SEP 2006 52.203-7 Anti-Kickback Procedures MAY 2014 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or

Improper Activity

MAY 2014

52.203-10 Price Or Fee Adjustment For Illegal Or Improper Activity MAY 2014 52.203-12 Limitation On Payments To Influence Certain Federal

Transactions

OCT 2010

52.203-17 Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights

APR 2014

52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreeements or Statements

JAN 2017

52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper

MAY 2011

52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards

OCT 2016

52.204-13 System for Award Management Maintenance OCT 2016 52.204-18 Commercial and Government Entity Code Maintenance JUL 2016 52.204-19 Incorporation by Reference of Representations and

Certifications.

DEC 2014

52.209-6 Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment

OCT 2015

52.209-10 Prohibition on Contracting With Inverted Domestic Corporations

NOV 2015

52.215-2 Audit and Records--Negotiation OCT 2010 52.215-8 Order of Precedence--Uniform Contract Format OCT 1997 52.215-14 Alt I Integrity of Unit Prices (Oct 2010) - Alternate I OCT 1997 52.219-8 Utilization of Small Business Concerns NOV 2016 52.222-3 Convict Labor JUN 2003 52.222-21 Prohibition Of Segregated Facilities APR 2015 52.222-26 Equal Opportunity SEP 2016 52.222-35 Equal Opportunity for Veterans OCT 2015 52.222-36 Equal Opportunity for Workers with Disabilities JUL 2014 52.222-37 Employment Reports on Veterans FEB 2016 52.222-40 Notification of Employee Rights Under the National Labor

Relations Act

DEC 2010

52.222-50 Combating Trafficking in Persons MAR 2015 52.222-54 Employment Eligibility Verification OCT 2015 52.223-6 Drug-Free Workplace MAY 2001 52.223-18 Encouraging Contractor Policies To Ban Text Messaging

While Driving

AUG 2011

52.225-13 Restrictions on Certain Foreign Purchases JUN 2008 52.227-1 Authorization and Consent DEC 2007 52.227-1 Alt I Authorization And Consent (Dec 2007) - Alternate I APR 1984 52.227-2 Notice And Assistance Regarding Patent And Copyright

Infringement

DEC 2007

52.229-3 Federal, State And Local Taxes FEB 2013

52.232-2 Payments Under Fixed-Price Research And Development Contracts

APR 1984

52.232-9 Limitation On Withholding Of Payments APR 1984 52.232-17 Interest MAY 2014 52.232-23 Assignment Of Claims MAY 2014 52.232-25 Prompt Payment JUL 2013 52.232-33 Payment by Electronic Funds Transfer--System for Award

Management

JUL 2013

52.232-39 Unenforceability of Unauthorized Obligations JUN 2013 52.233-1 Disputes MAY 2014 52.233-3 Protest After Award AUG 1996 52.242-13 Bankruptcy JUL 1995 52.243-1 Alt V Changes--Fixed-Price (Aug 1987) - Alternate V APR 1984 52.244-6 Subcontracts for Commercial Items JAN 2017 52.246-16 Responsibility For Supplies APR 1984 52.249-2 Termination For Convenience Of The Government (Fixed-

Price)

APR 2012

52.249-9 Default (Fixed-Priced Research And Development) APR 1984 52.253-1 Computer Generated Forms JAN 1991 252.201-7000 Contracting Officer's Representative DEC 1991 252.203-7000 Requirements Relating to Compensation of Former DoD

Officials

SEP 2011

252.203-7001 Prohibition On Persons Convicted of Fraud or Other Defense- Contract-Related Felonies

DEC 2008

252.203-7002 Requirement to Inform Employees of Whistleblower Rights SEP 2013 252.204-7000 Disclosure Of Information OCT 2016 252.204-7003 Control Of Government Personnel Work Product APR 1992 252.204-7004 Alt A System for Award Management Alternate A FEB 2014 252.204-7012 Safeguarding Covered Defense Information and Cyber

Incident Reporting

OCT 2016

252.205-7000 Provision Of Information To Cooperative Agreement Holders DEC 1991 252.209-7004 Subcontracting With Firms That Are Owned or Controlled By

The Government of a Country that is a State Sponsor of Terrorism

OCT 2015

252.211-7003 Item Unique Identification and Valuation MAR 2016 252.211-7008 Use of Government-Assigned Serial Numbers SEP 2010 252.215-7000 Pricing Adjustments DEC 2012 252.215-7002 Cost Estimating System Requirements DEC 2012 252.222-7006 Restrictions on the Use of Mandatory Arbitration Agreements DEC 2010 252.225-7012 Preference For Certain Domestic Commodities DEC 2016 252.225-7048 Export-Controlled Items JUN 2013 252.227-7013 Rights in Technical Data--Noncommercial Items FEB 2014 252.227-7014 Rights in Noncommercial Computer Software and

Noncommercial Computer Software Documentation

FEB 2014

252.227-7015 Technical Data--Commercial Items FEB 2014 252.227-7016 Rights in Bid or Proposal Information JAN 2011 252.227-7019 Validation of Asserted Restrictions--Computer Software SEP 2016 252.227-7027 Deferred Ordering Of Technical Data Or Computer Software APR 1988 252.227-7030 Technical Data--Withholding Of Payment MAR 2000 252.227-7037 Validation of Restrictive Markings on Technical Data SEP 2016 252.227-7039 Patents--Reporting Of Subject Inventions APR 1990 252.229-7000 Invoices Exclusive of Taxes or Duties JUN 1997 252.231-7000 Supplemental Cost Principles DEC 1991 252.232-7003 Electronic Submission of Payment Requests and Receiving

Reports

JUN 2012

252.232-7010 Levies on Contract Payments DEC 2006 252.235-7011 Final Scientific or Technical Report JAN 2015 252.243-7001 Pricing Of Contract Modifications DEC 1991 252.243-7002 Requests for Equitable Adjustment DEC 2012 252.244-7000 Subcontracts for Commercial Items JUN 2013 252.247-7023 Transportation of Supplies by Sea APR 2014 252.247-7024 Notification Of Transportation Of Supplies By Sea MAR 2000

52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (JULY 2013)

(a) Definitions. As used in this clause--

Long-term contract means a contract of more than five years in duration, including options. However, the term does not include contracts that exceed five years in duration because the period of performance has been extended for a cumulative period not to exceed six months under the clause at 52.217-8, Option to Extend Services, or other appropriate authority.

Small business concern means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR part 121 and the size standard in paragraph (c) of this clause. Such a concern is ``not dominant in its field of operation'' when it does not exercise a controlling or major influence on a national basis in a kind of business activity in which a number of business concerns are primarily engaged. In determining whether dominance exists, consideration shall be given to all appropriate factors, including volume of business, number of employees, financial resources, competitive status or position, ownership or control of materials, processes, patents, license agreements, facilities, sales territory, and nature of business activity.

(b) If the Contractor represented that it was a small business concern prior to award of this contract, the Contractor shall rerepresent its size status according to paragraph (e) of this clause or, if applicable, paragraph (g) of this clause, upon the occurrence of any of the following:

(1) Within 30 days after execution of a novation agreement or within 30 days after modification of the contract to include this clause, if the novation agreement was executed prior to inclusion of this clause in the contract.

(2) Within 30 days after a merger or acquisition that does not require a novation or within 30 days after modification of the contract to include this clause, if the merger or acquisition occurred prior to inclusion of this clause in the contract.

(3) For long-term contracts--

(i) Within 60 to 120 days prior to the end of the fifth year of the contract; and

(ii) Within 60 to 120 days prior to the date specified in the contract for exercising any option thereafter.

(c) The Contractor shall rerepresent its size status in accordance with the size standard in effect at the time of this rerepresentation that corresponds to the North American Industry Classification System (NAICS) code assigned to this contract. The small business size standard corresponding to this NAICS code can be found at http://www.sba.gov/content/table-small-business-size-standards.

(d) The small business size standard for a Contractor providing a product which it does not manufacture itself, for a contract other than a construction or service contract, is 500 employees.

(e) Except as provided in paragraph (g) of this clause, the Contractor shall make the representation required by paragraph (b) of this clause by validating or updating all its representations in the Representations and Certifications section of the System for Award Management (SAM) and its other data in SAM, as necessary, to ensure that they reflect the Contractor's current status. The Contractor shall notify the contracting office in writing within the timeframes specified in paragraph (b) of this clause that the data have been validated or updated, and provide the date of the validation or update.

(f) If the Contractor represented that it was other than a small business concern prior to award of this contract, the Contractor may, but is not required to, take the actions required by paragraphs (e) or (g) of this clause.

(g) If the Contractor does not have representations and certifications in SAM, or does not have a representation in SAM for the NAICS code applicable to this contract, the Contractor is required to complete the following rerepresentation and submit it to the contracting office, along with the contract number and the date on which the rerepresentation was completed:

The Contractor represents that it ( ) is, ( ) is not a small business concern under NAICS Code 541712- assigned to contract number HR0011-17-C-0036.

(Contractor Signature) (Date)

(Name) (Title)

52.227-11 PATENT RIGHTS--OWNERSHIP BY THE CONTRACTOR (MAY 2014)

(a) As used in this clause--

Invention means any invention or discovery that is or may be patentable or otherwise protectable under title 35 of the U.S. Code, or any variety of plant that is or may be protectable under the Plant Variety Protection Act (7 U.S.C.

2321, et seq.)

Made means--

(1) When used in relation to any invention other than a plant variety, the conception or first actual reduction to practice of the invention; or

(2) When used in relation to a plant variety, that the Contractor has at least tentatively determined that the variety has been reproduced with recognized characteristics.

Nonprofit organization means a university or other institution of higher education or an organization of the type described in section 501(c)(3) of the Internal Revenue Code of 1954 (26 U.S.C. 501(c)) and exempt from taxation under section 501(a) of the Internal Revenue Code (26 U.S.C. 501(a)), or any nonprofit scientific or educational organization qualified under a State nonprofit organization statute.

Practical application means to manufacture, in the case of a composition of product; to practice, in the case of a process or method; or to operate, in the case of a machine or system; and, in each case, under such conditions as to establish that the invention is being utilized and that its benefits are, to the extent permitted by law or Government regulations, available to the public on reasonable terms.

Subject invention means any invention of the Contractor made in the performance of work under this contract.

(b) Contractor's rights. (1) Ownership. The Contractor may retain ownership of each subject invention throughout the world in accordance with the provisions of this clause.

(2) License. (i) The Contractor shall retain a nonexclusive royalty-free license throughout the world in each subject invention to which the Government obtains title, unless the Contractor fails to disclose the invention within the times specified in paragraph (c) of this clause. The Contractor's license extends to any domestic subsidiaries and affiliates within the corporate structure of which the Contractor is a part, and includes the right to grant sublicenses to the extent the Contractor was legally obligated to do so at contract award. The license is transferable only with the written approval of the agency, except when transferred to the successor of that part of the Contractor's business to which the invention pertains.

(ii) The Contractor's license may be revoked or modified by the agency to the extent necessary to achieve expeditious practical application of the subject invention in a particular country in accordance with the procedures in FAR 27.302(i)(2) and 27.304-1(f).

(c) Contractor's obligations. (1) The Contractor shall disclose in writing each subject invention to the Contracting Officer within 2 months after the inventor discloses it in writing to Contractor personnel responsible for patent matters. The disclosure shall identify the inventor(s) and this contract under which the subject invention was made.

It shall be sufficiently complete in technical detail to convey a clear understanding of the subject invention. The disclosure shall also identify any publication, on sale (i.e., sale or offer for sale), or public use of the subject invention, or whether a manuscript describing the subject invention has been submitted for publication and, if so, whether it has been accepted for publication. In addition, after disclosure to the agency, the Contractor shall promptly notify the Contracting Officer of the acceptance of any manuscript describing the subject invention for publication and any on sale or public use.

(2) The Contractor shall elect in writing whether or not to retain ownership of any subject invention by notifying the Contracting Officer within 2 years of disclosure to the agency. However, in any case where publication, on sale, or public use has initiated the 1-year statutory period during which valid patent protection can be obtained in the United States, the period for election of title may be shortened by the agency to a date that is no more than 60 days prior to the end of the statutory period.

(3) The Contractor shall file either a provisional or a nonprovisional patent application or a Plant Variety Protection Application on an elected subject invention within 1 year after election. However, in any case where a publication, on sale, or public use has initiated the 1-year statutory period during which valid patent protection can be obtained in the United States, the Contractor shall file the application prior to the end of that statutory period. If the Contractor files a provisional application, it shall file a nonprovisional application within 10 months of the filing of the provisional application. The Contractor shall file patent applications in additional countries or international patent offices within either 10 months of the first filed patent application (whether provisional or nonprovisional) or 6 months from the date permission is granted by the Commissioner of Patents to file foreign patent applications where such filing has been prohibited by a Secrecy Order.

(4) The Contractor may request extensions of time for disclosure, election, or filing under paragraphs (c)(1), (c)(2), and (c)(3) of this clause.

(d) Government's rights--(1) Ownership. The Contractor shall assign to the agency, on written request, title to any subject invention--

(i) If the Contractor fails to disclose or elect ownership to the subject invention within the times specified in paragraph (c) of this clause, or elects not to retain ownership; provided, that the agency may request title only within 60 days after learning of the Contractor's failure to disclose or elect within the specified times.

(ii) In those countries in which the Contractor fails to file patent applications within the times specified in paragraph

(c) of this clause; provided, however, that if the Contractor has filed a patent application in a country after the times specified in paragraph (c) of this clause, but prior to its receipt of the written request of the agency, the Contractor shall continue to retain ownership in that country.

(iii) In any country in which the Contractor decides not to continue the prosecution of any application for, to pay the maintenance fees on, or defend in reexamination or opposition proceeding on, a patent on a subject invention.

(2) License. If the Contractor retains ownership of any subject invention, the Government shall have a nonexclusive, nontransferable, irrevocable, paid-up license to practice, or have practiced for or on its behalf, the subject invention throughout the world.

(e) Contractor action to protect the Government's interest. (1) The Contractor shall execute or have executed and promptly deliver to the agency all instruments necessary to--

(i) Establish or confirm the rights the Government has throughout the world in those subject inventions in which the Contractor elects to retain ownership; and

(ii) Assign title to the agency when requested under paragraph (d) of this clause and to enable the Government to obtain patent protection and plant variety protection for that subject invention in any country.

(2) The Contractor shall require, by written agreement, its employees, other than clerical and nontechnical employees, to disclose promptly in writing to personnel identified as responsible for the administration of patent matters and in the Contractor's format, each subject invention in order that the Contractor can comply with the disclosure provisions of paragraph (c) of this clause, and to execute all papers necessary to file patent applications on subject inventions and to establish the Government's rights in the subject inventions. The disclosure format should require, as a minimum, the information required by paragraph (c)(1) of this clause. The Contractor shall instruct such employees, through employee agreements or other suitable educational programs, as to the importance of reporting inventions in sufficient time to permit the filing of patent applications prior to U.S. or foreign statutory bars.

(3) The Contractor shall notify the Contracting Officer of any decisions not to file a nonprovisional patent application, continue the prosecution of a patent application, pay maintenance fees, or defend in a reexamination or opposition proceeding on a patent, in any country, not less than 30 days before the expiration of the response or filing period required by the relevant patent office.

(4) The Contractor shall include, within the specification of any United States nonprovisional patent or plant variety protection application and any patent or plant variety protection certificate issuing thereon covering a subject invention, the following statement, “This invention was made with Government support under (identify the contract) awarded by (identify the agency). The Government has certain rights in the invention.”

(f) Reporting on utilization of subject inventions. The Contractor shall submit, on request, periodic reports no more frequently than annually on the utilization of a subject invention or on efforts at obtaining utilization of the subject invention that are being made by the Contractor or its licensees or assignees. The reports shall include information regarding the status of development, date of first commercial sale or use, gross royalties received by the Contractor, and other data and information as the agency may reasonably specify. The Contractor also shall provide additional reports as may be requested by the agency in connection with any march-in proceeding undertaken by the agency in accordance with paragraph (h) of this clause. The Contractor also shall mark any utilization report as confidential/proprietary to help prevent inadvertent release outside the Government. As required by 35 U.S.C.

202(c)(5), the agency will not disclose that information to persons outside the Government without the Contractor's permission.

(g) Preference for United States industry. Notwithstanding any other provision of this clause, neither the Contractor nor any assignee shall grant to any person the exclusive right to use or sell any subject invention in the United States unless the person agrees that any products embodying the subject invention or produced through the use of the subject invention will be manufactured substantially in the United States. However, in individual cases, the requirement for an agreement may be waived by the agency upon a showing by the Contractor or its assignee that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States, or that under the circumstances domestic manufacture is not commercially feasible.

(h) March-in rights. The Contractor acknowledges that, with respect to any subject invention in which it has retained ownership, the agency has the right to require licensing pursuant to 35 U.S.C. 203 and 210(c), and in accordance with the procedures in 37 CFR 401.6 and any supplemental regulations of the agency in effect on the date of contract award.

(i) Special provisions for contracts with nonprofit organizations. If the Contractor is a nonprofit organization, it shall--

(1) Not assign rights to a subject invention in the United States without the written approval of the agency, except where an assignment is made to an organization that has as one of its primary functions the management of inventions, provided, that the assignee shall be subject to the same provisions as the Contractor;

(2) Share royalties collected on a subject invention with the inventor, including Federal employee co-inventors (but through their agency if the agency deems it appropriate) when the subject invention is assigned in accordance with 35 U.S.C. 202(e) and 37 CFR 401.10;

(3) Use the balance of any royalties or income earned by the Contractor with respect to subject inventions, after payment of expenses (including payments to inventors) incidental to the administration of subject inventions for the support of scientific research or education; and

(4) Make efforts that are reasonable under the circumstances to attract licensees of subject inventions that are small business concerns, and give a preference to a small business concern when licensing a subject invention if the Contractor determines that the small business concern has a plan or proposal for marketing the invention which, if executed, is equally as likely to bring the invention to practical application as any plans or proposals from applicants that are not small business concerns; provided, that the Contractor is also satisfied that the small business concern has the capability and resources to carry out its plan or proposal. The decision whether to give a preference in any specific case will be at the discretion of the Contractor.

(5) Allow the Secretary of Commerce to review the Contractor's licensing program and decisions regarding small business applicants, and negotiate changes to its licensing policies, procedures, or practices with the Secretary of Commerce when the Secretary's review discloses that the Contractor could take reasonable steps to more effectively implement the requirements of paragraph (i)(4) of this clause.

(j) Communications. All written communications required by this clause shall be submitted to the Administrative Contracting Officer (ACO). All required reporting (invention disclosures, patent disclosures, etc.) shall be accomplished using the i-Edison.gov reporting website (http://s-edison.info.nih.gov/iEdison/).

(k) Subcontracts. (1) The Contractor shall include the substance of this clause, including this paragraph (k), in all subcontracts for experimental, developmental, or research work to be performed by a small business concern or nonprofit organization.

(2) The Contractor shall include in all other subcontracts for experimental, developmental, or research work the substance of the patent rights clause required by FAR Subpart 27.3.

(3) At all tiers, the patent rights clause must be modified to identify the parties as follows: references to the Government are not changed, and the subcontractor has all rights and obligations of the Contractor in the clause.

The Contractor shall not, as part of the consideration for awarding the subcontract, obtain rights in the subcontractor's subject inventions.

(4) In subcontracts, at any…