Data Rights.docx

Attachment #1 Data Rights Definitions

Data Rights Defined

Unlimited Rights

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

2. Studies, analyses, test data, or similar data produced in the performance of a contract when the study, analysis, test, or similar work was specified as an element of performance;

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

4. Form, fit, and function data;

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

6. Corrections or changes to technical data furnished to the vendor by the Government;

7. Publicly available or have been released or disclosed by the vendor or sub-vendor without restrictions on further use, release or disclosure other than a release or disclosure resulting from the sale, transfer, or other assignment of interest in the software to another party or the sale or transfer of some or all of a business entity or its assets to another party;

8. Data in which the Government has obtained unlimited rights under another Government contract or as a result of negotiations;

9. Data furnished to the Government, under a Government contract or agreement thereunder, with—

a. Government purpose license rights or limited rights and the restrictive condition(s) has/have expired; or

b. Government purpose rights and the vendor's exclusive right to use such data for commercial purposes has expired.

Government Purpose Rights

1. Pertaining to items, components, or processes developed with mixed funding except when the Government is entitled to unlimited rights as provided in; or paragraphs 2 and 4 through 9 in the Unlimited Rights section above; or Created with mixed funding in the performance of a contract that does not require the development, manufacture, construction, or production of items, components, or processes.

2. The Government obtains Government purpose rights in technical data during -

3. The period during which Government purpose rights are effective is negotiable. Either party may request a different period. Changes to the Government purpose rights period may be made at any time prior to delivery of the technical data without consideration from either party.

4.The Government purpose rights period commences upon execution of the agreement, letter agreement (or similar contractual instrument), agreement modification, or option exercise that required the development. Upon expiration of the Government rights period, the Government has unlimited rights in the data including the right to authorize others to use the data for commercial purposes.

5. During the Government purpose rights period, the Government may not use or authorize other persons to use technical data marked with Government purpose rights legends for commercial purposes. The Government shall not release or disclose data in which it has Government purpose rights to any person, or authorize others to do so, unless—

a. Prior to release or disclosure, the intended recipient is subject to the use and non-disclosure agreement

b. The intended recipient is a Government vendor receiving access to the data for performance of a Government contract or agreement and the data is marked with restrictive legends.

6. When technical data marked with Government purpose rights legends will be released or disclosed to a Government vendor performing a contract or agreement, the contract or agreement may be modified, prior to release or disclosure requiring the vendor to complete a non-disclosure agreement.

7. Contracting activities shall establish procedures to ensure that technical data marked with Government purpose rights legends are released or disclosed, including a release or disclosure through a Government solicitation, only to persons subject to the use and non-disclosure restrictions. Public announcements in the System for Award Management (SAM.gov) must provide notice of the use and non-disclosure requirements. Class use and non-disclosure agreements (e.g., agreements covering all solicitations received by the XYZ Company within a reasonable period) are authorized and may be obtained at any time prior to release or disclosure of the Government purpose rights data. Documents transmitting Government purpose rights data to persons under class agreements shall identify the technical data subject to Government purpose rights and the class agreement under which such data are provided.

Limited Rights

1. The Government obtains limited rights in technical data:

a. That pertain to items, components, or processes developed exclusively at private expense except when the Government is entitled to unlimited rights or

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

2. Data in which the Government has limited rights may not be used, released, or disclosed outside the Government without the permission of the vendor asserting the restriction except for a use, release, or disclosure that is:

a. Necessary for emergency repair and overhaul;

b. To a covered Government support vendor; or

c. To a foreign Government, other than detailed manufacturing or process data, when use, release, or disclosure is in the interest of the United States and is required for evaluation or informational purposes.

3. The person asserting limited rights must be notified of the Government's intent to release, disclose, or authorize others to use such data prior to release or disclosure of the data except notification of an intended release, disclosure, or use for emergency repair or overhaul which shall be made as soon as practicable.

4. When the person asserting limited rights permits the Government to release, disclose, or have others use the data subject to restrictions on further use, release, or disclosure, the intended recipient must complete a non-disclosure agreement or receive the data in performance of a Government contract or agreement prior to release or disclosure of the limited rights data.

Restricted Rights

1. The Government obtains restricted rights in non-commercial computer software, required to be delivered or otherwise provided to the Government under an OTA, which was developed exclusively at private expense.

2. Vendors are not required to provide the Government with additional rights in computer software delivered or otherwise provided to the Government with restricted rights. When the Government has a need for additional rights, the Government must negotiate with the vendor to determine if there are acceptable terms for transferring such rights. List or describe all software in which the vendor has granted the Government additional rights in a license agreement made part of the OTA. The license shall enumerate the specific additional rights granted to the Government.

Government Ownership Rights

1. “Government Ownership Rights” means all exclusive and undivided rights, titles, and interest including rights of ownership, to or under, any and all aggregated OTA Works, including OTA Data, information results, output, and all aggregated information thereto that the Vendor assembles including aggregated Government owned Data. The Vendor hereby assigns copyright, agrees to assign copyright, and agrees to obtain assignments for copyright (as may be applicable) in all OTA Works, including all OTA Data, to the Government. The Vendor shall not disclose, use, or otherwise exploit the OTA Works or OTA Data for any purpose, nor will the Vendor transfer the OTA Works or OTA Data to any third party without the Government’s prior written approval. The Vendor is authorized to use the OTA Works, including OTA Data as necessary in performance of this prototype OTA ONLY. For avoidance of doubt, Background Technology not modified under this Agreement shall not be subject to Government Ownership Rights.

2. “OTA Works” means work created in performance of this prototype OTA Agreement. OT Work includes, but is not limited to, configurations and deliverables created in performance of this Prototype Agreement, including segregable modifications to Background Technology, or if said modifications are non-segregable, then the modified versions of modified Background Technology. For avoidance of doubt, the term “OTA Works” does not include unmodified Background Technology.

3. “OTA Data” means Data created in performance of this prototype Agreement, including any trained or tuned AI features (including LLMs) based on project performance, but excluding any unmodified Background Technology.

4. “Background Technology” is any classified information, controlled unclassified information, proprietary information and any other intellectual property owned by or licensed to and brought to this Agreement by either Party. Examples of Background Technology include Technical Data, invention disclosures, patent applications, patents, Computer Databases, Computer Software Documentation, Computer Software, and Trade Secrets that are also privileged or confidential under the meaning of Section 552(b)(4) of Title 5, Freedom of Information Act.