Attachment_15_-_Rights_in_Data_for_AIMS_(002).pdf

Pre-Decisional

RIGHTS IN DATA FOR AIMS

RIGHTS IN DATA (INCLUDING TECHNICAL DATA, COMPUTER

SOFTWARE, AND COMPUTER SOFTWARE DOCUMENTATION) FOR

ASCENSION ISLAND MISSION SERVICES (AIMS)

FA2521-19-R-A017, Attachment 15

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a. Introduction.

The purpose of this Attachment is to identify the rights the U.S. Government will acquire to all ASCENSION ISLAND MISSION SERVICES (AIMS) data, computer software and computer software documentation delivered or otherwise provided to the Government during performance of this contract. Subsection c. (1) identifies the rights the U.S. Government will acquire to all such noncommercial technical data, computer software and computer software documentation. Subsection c. (2) identifies the rights the U.S. Government will acquire to all such commercial item technical data, computer software and computer software documentation. Subsection c.(3) identifies the rights the U.S. Government will acquire to all data that is not technical data or computer software delivered or otherwise provided to the Government during performance of this contract. Subsection c.(4) identifies the rights the U.S. Government will acquire to all data used by the Contractor to create any CDRL or CLIN listed in Tables 1-3 required to be delivered under this contract.

b. Definitions.

“Data” includes technical data, computer software and computer software documentation (as those terms are defined in this subsection), schedule/milestone data, and financial data (including the Contractor’s cost/schedule management system/records and accounting system), irrespective of whether that data is required to be delivered via Exhibit A.

“Commercial item” is defined in FAR § 2.101.

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

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

“Firmware” is defined in SMC Standard SMC-S-012.

“Licensee” is defined as the AIMS contractor.

“Licensor” is defined as the owner (e.g., subcontractor) of commercial item technical data, computer software, or computer software documentation.

“Technical data” is defined in DFARS § 252.227-7013(a)(14).

c. Types of Rights.

(1) Rights in noncommercial technical data, computer software and computer software documentation. The Government shall have the rights in noncommercial technical data, computer software and computer software documentation described in Table 1 below. All technical data, computer software and computer software documentation delivered or otherwise provided to the Government during performance of this contract under any CDRL or CLIN is classified as noncommercial technical data, computer software, or computer software documentation unless expressly identified as commercial technical data, computer software, or computer software documentation in Table 2 below.

Table 1

Rights in Noncommercial Technical Data, Computer Software, and Computer Software Documentation

Column 1 CDRL No.

Column 2 CDRL Title

Column 3 Asserted Rights

Category A005 Data Accession List (DAL) Government Purpose

(See Note 1) A007 C&A Package Inputs Government Purpose A009 Corrective Action Summary SLRC-A A017 Antiterrorism Plan Government Purpose A018 Emergency Management Operation Government Purpose A019 Overtime Tracking Government Purpose A020 Launch & Non-Launch Related Estimates SLRC-A B004 Hazard Abatement Reporting Unlimited B005 Intrusion Det Equipment Performance Report Government Purpose B006 ESS Operations Plan Government Purpose B007 AIMS Installation Security Operating Instruction Government Purpose B009 Pool Maintenance and Testing Unlimited B011 Local Food Production Tracking Report Unlimited B012 Environmental Impact Analysis Unlimited B013 Environmental Programs & Plans Unlimited B014 Spill Leak Plans & Reports Unlimited B015 Pollution Prevention Quarterly Metrics Unlimited B016 Hazardous Waste Generation Report Unlimited B017 AIMS Environmental Activities Report Unlimited B018 45 CES Meetings & Reviews Unlimited B020 Space Utilization Report Government Purpose B021 Basic Information Guide (BIG) Unlimited B022 AIMS Installation Development Plan Government Purpose B024 AF Energy Reduction Systems (AFERS) &

Consumption Report Government Purpose

B025 Comprehensive Energy Management Plan Government Purpose B026 Utility Metering Plan Government Purpose B027 Government Property Management Plan Government Purpose B028 Critical Systems Report Government Purpose B029 AIMS Facilities Work Activity Summary Government Purpose B032 Crane & Tower Management Plan Government Purpose B033 Downrange Housing Report Government Purpose B035 Monitor Assets Outside SBSS Government Purpose B036 AAAF Flight Operations Activity Report Government Purpose B037 AIMS Fuels Consumption Government Purpose B038 Vehicle-In-Commission Report Government Purpose B039 Vehicle Operations & Maintenance Report Government Purpose

C003 ADPE Inventory Government Purpose C005 AFCERT Action Reports Government Purpose D001 Operation Availability Report Government Purpose D002 Space Track Support Government Purpose

Note 1: The Government will acquire the same level of rights to the contents of all items listed in CDRL A005 as it will to the list itself (i.e., Government Purpose).

(2) Rights in commercial technical data, computer software and computer software documentation. In addition to the rights the Government will obtain in commercial item technical data, computer software and computer software documentation listed in Table 2 and contained in Appendix A to this attachment, the Government will acquire the following rights to that technical data and computer software not withstanding any statements to the contrary in any of the licenses listed in Table 2 that are contained in Appendix A:

i. The Government shall have the right to use, perform, display or disclose that commercial item technical data, in whole or in part, within the Government.

ii. The Government may not, without the written permission of the Contractor, release or disclose the commercial item technical data and commercial computer software outside the Government, modify, disassemble, decompile, or reverse engineer the commercial item technical data and commercial computer software or authorize other persons to do so, use the commercial item technical data and computer software for manufacture, or authorize the commercial item technical data and computer software for manufacture, or authorize the commercial item technical data and computer software for manufacture, or authorize the commercial item technical data and computer software to be used by another party, except that the Government may reproduce, release or disclose such data and software or authorize the use or reproduction of such data and software by the following entities outside the Government (including their subcontractors) to perform their respective contract(s) listed below:

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The Contractor agrees that the Government shall have the right to unilaterally add or delete contractors from those subsections at any time subject to the quantity listed for the applicable item in Column 2 and 3 of Table 2, and its exercise of that right shall not entitle the Contractor or its subcontractors to an equitable adjustment or a modification of any other terms and conditions of this contract.

iii. The duration of all such licenses shall be, at minimum, for the period of performance of this contract (including options, if exercised) unless the license specifies a longer period for a total quantity of seats listed in Column 4 of Table 2 associated with the CDRLs/CLINs listed in Column 2 and 3 of that the Contractor will be relieved of all responsibilities with respect to such licenses upon the end of the period of performance of this contract at which time the Government will assume responsibility for acquiring licenses under existing or Follow-on contracts.

iv. License rights related to technical data described in, and granted to the U.S.

Government under, DFARS § 252.227-7015(b)(1) shall apply to all such technical data associated with delivered computer software including, but not limited to, user’s manuals, installation instructions, and operating instructions.

v. All such commercial item technical data, computer software and computer software documentation may be installed and used at any U.S. Government installation worldwide at which LISC OS equipment is located.

vi. The ultimate purpose of this contract is for the Contractor to deliver to the U.S.

Government a critical component of a weapons system whose continued sustainment is mandated by Federal law (10 U.S.C. § 2281, 42 U.S.C. § 14712).

Accordingly, should the U.S. Government use, release or disclose the commercial item technical data, computer software, or computer software documentation in a manner inconsistent with the terms of any of the licenses listed in Table 2 contained in Appendix A to this attachment, the U.S. Government shall not be required to de-install and stop using those Items or return such Items to the Contractor and the contractor’s remedy shall be limited to monetary damages.

The Contractor shall not add, delete, or replace any commercial item technical data, computer software, or computer software documentation listed in Table 2 from any CLIN or CDRL under which that technical data, computer software or computer software documentation will be delivered to the Government unless the Government has approved that addition, deletion or replacement and the contract has been modified to add, delete or replace that item from that table and delete or replace the applicable license(s) from Appendix A.

Table 2

Rights in Commercial Technical Data, Computer Software, and Computer Software Documentation

Column 1 CDRL No.

Column 2 CDRL Title

Column 3 Vendor Name; Technical Data/Software

Application Name; License No.

Column 4 Quantity

N/A N/A Maximo (75 Authorized/90 Unlimited) 165 N/A N/A (45 CES) GeoBase CIP & Mission Data

Set (MDS) AutoCAD (20 Lic)r ArcGIS (20 Lic) Oracle (Enterprise)

(3) Rights in data other than technical data, computer software, and computer software documentation. The Government shall have the rights in data other than technical data, computer software, and computer software documentation described in Table 3 below.

i. Special License Rights Category A (“SLRC-A”): The Government shall have the right to use, modify, perform, display or disclose all such data with “SLRC-A” asserted in column 3 of Table 3 below, in whole or in part, within the Government.

The Government may not, without the written permission of the Contractor, release or disclose that data outside the Government, use the data for manufacture, or authorize the data to be used by another party, except that the Government may reproduce, release or disclose such data or authorize the use or reproduction of such data by the following entities outside the Government (including their subcontractors) to perform their respective contract(s) listed below:

The Contractor agrees that the Government shall have the right to unilaterally add or delete contractors (and contracts) from this list at any time, and its exercise of that right shall not entitle the Contractor or its subcontractors to an equitable adjustment or a modification of any other terms and conditions of this contract.

Table 3

Rights in Data Other Than Technical Data, Computer Software, and Computer Software Documentation

Column 1 CDRL No.

Column 2 CDRL Title

Column 3 Asserted Rights

Category A001 Program Management Plan Government Purpose A002 Management Reviews SLRC-A A003 Accident/Incident Report SLRC-A A004 Contract Funds Status Report (CFSR) SLRC-A A006 Data Management Plan Government Purpose A008 Quality Management Plan SLRC-A A010 JOCAS System Report (JOCAS II) SLRC-B A011 Funds & Man-Hour Expenditure Report SLRC-A A012 Year End Cost Estimate Report SLRC-A A013 Annual Recurring Cost Estimates SLRC-A A014 Supplies & Equipment Summary Report SLRC-A A015 Reimbursable Cash Report Government Purpose A016 Security Management Plan Government Purpose

B001 Monthly Fire Status Report Government Purpose B002 System Safety Program Plan Government Purpose B003 AIMS Safety Plan Government Purpose B008 Disease Incident Report Government Purpose B010 AIMS Medical Care Plan Government Purpose B019 Real Property Audit Readiness Government Purpose B023 Radiation, Facility Siting, Waivers of Airfield and

Aerospace Criteria, Real Estate Plans Government Purpose

B030 Strategic Plan Data Call Quarterly Report Government Purpose B031 Recurring Work Plan Government Purpose B034 Logistics Management Plan Government Purpose C001 Network Performance Plan Government Purpose C002 Billing Verification Report SLRC-A C004 Information Assurance Training Plan Government Purpose E001 Phase-In Plan Government Purpose F001 Phase-Out Plan Government Purpose

(4) Special License Rights Category B (“SLRC-B”): The Government and the entities listed below (including their subcontractors) shall have the right to review all data used by the Contractor to create any CDRL or CLIN listed in Tables 1 – 3 required to be delivered under this contract (including, if necessary, at the Contractor’s and subcontractors’ facilities) to verify the currency, accuracy and completeness of the data contained in those CDRLs/CLINs:

Indrasoft: CDRL A010 only

The estimated cost for this license is $__*__. The Contractor agrees that the Government shall have the right to unilaterally add or delete contractors (and contracts) from this list at any time, and its exercise of that right shall not entitle the Contractor or its subcontractors to an equitable adjustment or a modification of any other terms and conditions of this contract.

d. Marking requirements.

(1) If the contents of any CDRL delivered to the Government contain commercial item technical data, computer software or computer software documentation, prior to delivery the Contractor shall physically attach a copy of this Attachment and a copy of the applicable commercial license(s) listed in Table 2 contained in Appendix A for that CDRL to that CDRL, and expressly highlight in red which specific items of commercial technical data located on which specific portions of that CDRL the release of which outside the Government is restricted by that/those license(s). If a CDRL listed in Table 3 will be delivered with Special License Rights Category A described in subsection c.(3) above, the Contractor shall affix to the cover page of that CDRL the legend prescribed by DFARS §§ 252.227-7013(f)(4) and 252.227-7014(f)(4), delete the word “technical” from that legend, and insert the following text immediately after the phrase “License No.” in that legend:

“SLRC-A”. If a document described in subsection c.(4) is provided to the Government, the Contractor shall affix to the cover page of that document the legend contained in DFARS §§ 252.227-7013(f)(4) and insert the following text immediately after the phrase “License

No.”: “SLRC-B”. Under such circumstances, the Contractor shall also physically attach a copy of this Attachment to that CDRL.

(2) The Contractor acknowledges that, given the types of licenses described herein that apply to (i) specific entities for (ii) specific purposes for (iii) specific items of data (iv) delivered at specific times during performance of this contract, failure to properly affix the proper restricting marking to the appropriate data prior to delivering or otherwise providing that data to the Government exponentially increases the risk that that data will be released to unauthorized persons for unauthorized purposes. Accordingly, in addition to the release from liability contained in DFARS §§ 252.227-7013(b)(6) and 252.227-7014(b)(6), the contractor agrees to release the Government from liability for any release or disclosure of data other than technical data, computer software, and computer software documentation made in accordance with the Attachment if any CDRL delivered to the Government does not comply in all respects with the marking requirements specified herein.

e. Allocability of Costs to CLINs. The estimated cost of the rights described above in subsection c. (1-3) associated with its corresponding CDRL is built into the estimated cost of the CLIN under which the development/creation of that CDRL will occur or has occurred.

Since the estimated cost for the rights described above in subsection c. (4) benefits all CLINs and all CDRLs to varying degrees, that estimated cost shall be allocated in reasonable proportion to the benefits received by each CLIN.

f. Updates. The estimated cost of any rights in data described above includes the estimated cost of the rights in data to any changes (e.g., updates, software maintenance patches, minor version changes (e.g., from V1.1 to V1.2 not V1.1 to V2.0), substitutions) made to that data by the Contractor anytime during performance of this contract.

g. License transference. Any license associated with any technical data, computer software, or computer software documentation delivered under any CLIN shall transfer upon delivery of that CDRL or CLIN to the Government.

h. Order of Precedence: Upon delivery of any commercial item technical data, computer software, computer software documentation, or any combination thereof, to the Government contained in any CLIN or CDRL, the following provisions shall take precedence over conflicting provisions in any license associated with those items, notwithstanding any provisions in those licenses to the contrary through renewals or extensions, as needed, to this contract:

(1) The Government shall have the right to use, perform, display or disclose that commercial item technical data, in whole or in part, within the Government.

(2) The Government may not, without the written permission of the Licensor, release or disclose the commercial item technical data and commercial computer software outside the Government, use the commercial item technical data and computer software for manufacture, or authorize the commercial item technical data and computer software to be used by another party, except that the Government may reproduce, release or disclose such data and software or authorize the use or reproduction of such data and software by entities outside the Government (including their subcontractor) to perform their respective contract(s) listed below:

The Licensor agrees that the Government shall have the right to unilaterally add or delete contractors from those clauses at any time subject to the quantity listed for the applicable item in Column 4 of Table 2 of this Attachment, and its exercise of that right shall not entitle the Licensor to an equitable adjustment or a modification of any other terms and conditions of this contract.

(3) The duration of this license shall be, at minimum, for the period of performance of this contract (including options, if exercised) unless the license specifies a longer period.

(4) License rights related to technical data described in, and granted to the U.S.

Government under, DFARS § 252.227-7015(b)(1) shall apply to all such technical data associated with delivered computer software including, but not limited to, user’s manuals, installation instructions, and operating instructions.

(5) Disputes arising between the Licensee and the U.S. Government pertaining to the provisions of the License shall be subject to the Contract Disputes Act. Furthermore, the jurisdiction and forum for disputes hereunder upon delivery to the U.S.

Government shall be the Armed Services Board of Contract Appeals (ASBCA) or the U.S. Court of Federal Claims (COFC), as appropriate.

(6) By law, the U.S. Government cannot enter into any indemnification agreement where the Government’s liability is indefinite, indeterminate, unlimited and in violation of the Anti-Deficiency Act; therefore, any such indemnification provision in this License shall be void.

(7) In the event the Licensee files a claim with the U.S. Government on behalf of the Licensor and prevails in a dispute with the Government relating to that claim, the Licensor agrees that damages and remedies awarded shall exclude attorney’s fees.

(8) Upon receiving written consent by the U.S. Government, the Licensor may be permitted to enter the Government installations for purposes such as software usage audits or other forms of inspection.

(9) The Items provided hereunder may be installed and used at any U.S. Government installation worldwide at which LISC equipment is located consistent with the provisions of the contract between the U.S. Government and the Licensee.

(10) Under no circumstances shall terms of the License or any modification thereto renew automatically so as to obligate funds in advance of funds being appropriated in contravention of the Anti-Deficiency Act.

(11) The Licensor shall comply with, and all delivered Items, shall conform to, all applicable Government Security/Classification rules and regulations applicable to this Agreement, in particular those set forth in the applicable DD254 (Department of Defense, Contract Security Classification Specification).

(12) The Licensor understands that the ultimate purpose of the Licensee entering into this License with the Licensor is for the Licensor to supply to the U.S. Government a critical component of a weapons system whose continued sustainment is mandated by Federal lay (10 U.S.C. § 2281, 42 U.S.C. § 14712). Accordingly, should the U.S.

Government use, release or disclose the Items described in this License in a manner inconsistent with the terms of this License, the U.S. Government shall not be required to de-install and stop using those Items or return such Items to the Licensee and the Licensor’s remedy will be limited to monetary damages.

(13) In the event of inconsistencies between the License and Federal law, Federal law shall apply.

(14) Copies of this license may be disclosed to third parties consistent with the Freedom of Information Act.

(15) The Government shall not be required to comply with the terms and conditions of any License that is inconsistent with any applicable laws, regulations or policies listed n DFARS § 252.204-7008 (“Requirements for Contracts Involving Export-Controlled Items”).

(16) Any claim the Licensee files with the U.S. Government on behalf of the Licensor, and any claim the U.S. Government files with the Licensor, shall be submitted within the period specified in FAR § 52.233-01 (“Disputes”) as incorporated into this contract by reference.