Attachment_10a_-_Task_Order_02-CAF_Development_and_Integration_Sections_B_thru_J.docx

TECHNOLOGY APPLICATION DEVELOPMENT AND SUSTAINMENT (TADS)

TASK ORDER 02

CAF DEVELOPMENT AND INTEGRATION

SECTIONS B THROUGH J

FA4600-19-R-A001

Attachment 10a 24 June 2019

SECTION B – SUPPLIES OR SERVICES AND PRICES/COST

The Government recognizes that the line items established in this solicitation may not conform to the Offeror's practices. Failure to correct these issues can result in difficulties in acceptance of deliverables and processing payments. Therefore, the Offeror is invited to propose alternative line items for which bids, proposals, or quotes are requested in this solicitation to ensure that the resulting contract is economically and administratively advantageous to the Government and the Offeror.

This cost reimbursable (no fee) CLIN shall be used for travel in support of CLIN 0002.

This cost reimbursable (no fee) CLIN shall be used for miscellaneous direct costs in support of CLIN 0002.

This cost reimbursable (no fee) CLIN shall be used for travel in support of CLIN 1002.

This cost reimbursable (no fee) CLIN shall be used for miscellaneous direct costs in support of CLIN 1002.

This cost reimbursable (no fee) CLIN shall be used for travel in support of CLIN 2002.

This cost reimbursable (no fee) CLIN shall be used for miscellaneous direct costs in support of CLIN 2002.

This cost reimbursable (no fee) CLIN shall be used for travel in support of CLIN 3002.

This cost reimbursable (no fee) CLIN shall be used for miscellaneous direct costs in support of CLIN 3002.

FA4600-19-R-A001

Attachment 10a -- Task Order 02 - CAF Development and Integration Sections B through J

SECTION C – DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

INCORPORATION OF THE CONTRACTOR'S TECHNICAL PROPOSAL

The Contractor's Technical Proposal Number [__________], dated [__________], and any amendments/addendums thereof, is incorporated herein by reference, unless otherwise specified, with the same force and effect as if set forth in full text. Nothing in the Contractor's proposal shall constitute a waiver of any of the provisions of the contract, including the Performance Work Statements and Specification. For purposes of FAR Clause 52.215-8, "Order of Precedence", the Contractor's technical proposal shall be considered a "Specification" but the Government's Specification shall take precedence over the Contractor's technical proposal.

SECTION G – CONTRACT ADMINISTRATION DATA

To protect the Government's interests, periodic invoices shall include no more than 85% of the Fixed Fee prior to determination of final costs and receipt of the contractor's signed release of claims.

Fee/profit shall not be allowable under this CLIN; however, this does not preclude the application of associated burden(s) (e.g. G&A, Material Handling) associated with those costs.

Fee/profit shall not be allowable under this CLIN; however, this does not preclude the application of associated burden(s) (e.g. G&A, Material Handling) associated with those costs.

To protect the Government's interests, periodic invoices shall include no more than 85% of the Fixed Fee prior to determination of final costs and receipt of the contractor's signed release of claims.

Fee/profit shall not be allowable under this CLIN; however, this does not preclude the application of associated burden(s) (e.g. G&A, Material Handling) associated with those costs.

Fee/profit shall not be allowable under this CLIN; however, this does not preclude the application of associated burden(s) (e.g. G&A, Material Handling) associated with those costs.

To protect the Government's interests, periodic invoices shall include no more than 85% of the Fixed Fee prior to determination of final costs and receipt of the contractor's signed release of claims.

Fee/profit shall not be allowable under this CLIN; however, this does not preclude the application of associated burden(s) (e.g. G&A, Material Handling) associated with those costs.

Fee/profit shall not be allowable under this CLIN; however, this does not preclude the application of associated burden(s) (e.g. G&A, Material Handling) associated with those costs.

To protect the Government's interests, periodic invoices shall include no more than 85% of the Fixed Fee prior to determination of final costs and receipt of the contractor's signed release of claims.

Fee/profit shall not be allowable under this CLIN; however, this does not preclude the application of associated burden(s) (e.g. G&A, Material Handling) associated with those costs.

Fee/profit shall not be allowable under this CLIN; however, this does not preclude the application of associated burden(s) (e.g. G&A, Material Handling) associated with those costs.

252.232-7006 Wide Area WorkFlow Payment Instructions.

(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.

“Payment request” and “receiving report” are defined in the clause at 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

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

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

(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 shall use the following information when submitting payment requests and receiving reports in WAWF for this contract or task or delivery order:

___Not Applicable__________________________________________________ (Contracting Officer: Insert applicable invoice and receiving report document type(s) for fixed price line items that require shipment of a deliverable.)

(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

(4) Payment request. The Contractor shall ensure a payment request includes documentation appropriate to the type of payment request in accordance with the payment clause, contract financing clause, or Federal Acquisition Regulation 52.216-7, Allowable Cost and Payment, as applicable.

(5) Receiving report. The Contractor shall ensure a receiving report meets the requirements of DFARS Appendix F.

(g) WAWF point of contact.

(End of clause)

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H-1 ENTERPRISE CONTRACTOR MANPOWER REPORTING APPLICATION (ECMRA)

(a) The contractor shall report contractor labor hours (including subcontractor labor hours) required for performance of services provided under this contract for the United States Air Force via a secure data collection site. Contracted services excluded from reporting are based on Product Service Codes (PSCs). The excluded PSCs are:

D, Automatic Data Processing and Telecommunications, IT and Telecom - Telecommunications Transmission (D304) and Internet (D322) ONLY.

(b) The contractor is required to completely fill in all required data fields using the following web address "https://www.ecmra.mil".

(c) Reporting inputs will be for the labor executed during the period of performance during each Government fiscal year (FY), which runs October 1 through September 30. While inputs may be reported any time during the FY, all data shall be reported no later than October 31 of each calendar year. Contractors may direct questions to the help desk, linked at "https://www.ecmra.mil".

(End of Clause)

H-4 EXPEDITING CONTRACT CLOSEOUT

(a) "Order" as used throughout this clause, means both task orders and delivery orders.

(b) An order is considered physically complete when:

(1) The contractor has completed the required deliveries and the Government has inspected and accepted the supplies;

(c) The term "residual dollar amount" shall include all unsettled direct costs and indirect costs that would otherwise be owed to either party after an order is physically complete; amounts connected in any way with allegations of fraud and/or antitrust violations shall be excluded.

(d) The residual dollar amount will be considered relatively insignificant when it does not exceed $2,000,000.00.

(e) Both the Government and Contractor agree that the administrative costs for either party associated with collecting relatively insignificant residual dollar amounts could exceed the amount to be recovered; therefore, the following applies for all orders with relatively insignificant residual dollar amounts:

(1) Both the Government and the Contractor have agreed to waive any entitlement that otherwise might accrue to either party when the residual dollar amount is relatively insignificant;

(2) Quick-closeout procedures are appropriate;

(3) The Contractor will submit a signed release of claims within one hundred eighty (180) calendar days after the order is physically complete; and

(4) Determination of final indirect costs under the quick-closeout procedure shall be final for the order it covers and no adjustment shall be made to other orders for over- or under-recoveries of costs allocated or allocable to the order covered by the agreement.

H-5 COMMERCIAL COMPUTER SOFTWARE LICENSE(S) (March 2018)

(a) In accordance with this clause, the Offeror/Contractor (hereinafter, "Contractor") shall provide license agreement information for all COMMERCIAL computer software licenses to be obtained on behalf of or transferred to the US Government under this contract. In this arrangement, the Government may ultimately become the Licensee in certain COMMERCIAL computer software licenses, which software is specifically defined at DFARS 252.227-7014(a)(1). In order to permit the Government to become a Licensee in the COMMERCIAL computer software licenses, said licenses must conform to the terms and conditions specified below.

(b) COMMERCIAL computer software licenses shall be provided to the Government Contracting Officer concurrent with proposal submission to the extent said licenses are known at the time an offer is submitted to the Government--or otherwise as soon as said licenses become known by the Contractor.

(c) The terms and conditions specified below shall take precedence over any and all conflicting or otherwise inconsistent terms and conditions defined in any and all COMMERCIAL computer software licenses intended for the Government to become a Licensee. In order to simplify the process of conforming software licenses to the terms and conditions specified herein, it is not necessary to edit or otherwise modify the licenses--rather the terms and conditions specified herein shall be hereby incorporated by reference into the licenses and/or otherwise implied therein.

(d) Applicability to subcontractor(s), vendor(s) or supplier(s)--whenever any COMMERCIAL computer software or computer software documentation is to be obtained from a subcontractor, vendor or supplier for delivery to the Government under this contract, the Contractor shall use this same clause in its subcontract(s) or other contractual instrument(s), and require its subcontractor, vendor or supplier to do so, without alteration, except to identify the parties. No other clause shall be used to enlarge or diminish the Government's, the Contractor's, or a higher tier subcontractor's, vendor's or supplier's rights in said computer software or computer software documentation.

(e) Accordingly, in executing this contract the Contractor hereby consents and agrees to the terms and conditions herein and agrees to obtain similar consent and agreement from any subcontractor, vendor or supplier ultimately providing COMMERCIAL computer software or software documentation to the Government for which the Government may become a Licensee.

(f) The terms and conditions required to permit any COMMERCIAL computer software licenses to be transferred to the Government (e.g., Government to become a Licensee) include the following:

[Notice: At the Government's sole discretion, the Contractor may be excused from any one or more of the following terms and conditions]

(1) Any software license shall be perpetual in nature and may not be unilaterally terminated by the Licensor.

(2) The software license shall not reference that the Licensee is using certain software products in any notification to the public without express written permission from the Government (e.g., no publicity rights permitted).

(3) The Licensee is a Federal entity governed by Federal Statutes, Case Law, and Federal Regulations. Therefore, the software license shall not make reference to binding the Licensee through any laws of any municipality, state, or foreign country.

(4) The software license shall not include any clauses indicating a right to enter the premise of Licensee for the purpose of auditing the use of any software license, as the Licensee cannot allow an auditor physical access to the Licensee's facility due to security concerns. The software license may permit a written notice to be provided to Licensee indicating a substantiated belief that the Licensee is not using the software within the terms described in the license and the Licensee may consider conducting its own internal audit and providing a certified statement of its findings to an appropriate Requestor.

(5) The software license shall not include any integration clauses operative to void terms in an underlying basic contract. For example, the terms of software license shall not be defined as the total agreement of the parties.

(6) The software license shall not include any clauses that in any way restrict assignment to the Government and/or restrict a Licensee (Contractor) from maintaining its status as a Licensee while at the same time permitting usage of related software by the Government.

(7) The license shall not comment on the entitlement to attorney fees in the event of a dispute.

(8) The license shall not disclaim all warranties through use of an "as is" provision.

(9) The license shall not restrict the Government from using the product at various sites (i.e., applicable to a product-type license for a movable product, as opposed to a site-specific license for a non-movable product) nor use of the product by various Government agencies or third parties performing work on behalf of the Air Force under this Technology Applications Development and Sustaintment (TADS) contract. In performance of Technology Applications Development and Sustaintment, Government personnel as well as Government contractors may use the software. Additionally, the software may be used at Government sites and Government contractor sites and the sites may change over time. Thus, the software license shall be flexible to accommodate this situation if applicable.

(10) The license shall not include non-substitution language that would preclude or limit the Government from switching to another vendor/reseller and/or another product to fulfill Technology Applications Development and Sustaintment contract requirements.

(11) The following clauses (and no other) shall supersede all dispute clauses in the software license agreement(s) and shall be operative in dispute resolution:

i. Since the Licensee is a Government entity, any dispute arising from or in connection with this agreement shall be subject to resolution in accordance with the Disputes Clause included in the basic contract and/or the Government may also consider resolving any disputes using an appropriate Alternate Dispute Resolution (ADR) remedy; and

ii. The software license shall not include any injunctive relief clauses as the Licensor cannot prevent the Licensee from performing mission operations. However, the Licensor may seek monetary damages.

(12) Contractor shall provide a listing of license renewal dates and associated fees/costs if applicable.

(13) Contractor shall provide a listing and copies of all commercial computer software licenses related to this Government Contract No. FA4600-20-D- ________ .

(14) The Contractor shall provide documentation to clearly correlate or map software license(s) to:

i. Contract Line Item Numbers (CLINs);

ii. Contract Deliverables (CDRLs);

iii. Paragraphs in the statement of work (SOW); and/or

iv. Portions of any functional block diagrams and/or system architecture diagrams, so that it can be readily determined where certain COMMERCIAL computer software corresponding to certain software license(s) are physically located on the system to be delivered under the contract.

(15) The software license(s) shall not include any provisions that are inconsistent with "Requirements" defined in the present solicitation and/or any related contract.

(16) The software license(s) shall not include any provisions operative to claim ownership rights in any Government Furnished Information (GFI) notwithstanding whether or not the GFI may have interacted with certain software associated with the software license(s).

(17) The Government reserves the right to inspect or test any software, software documentation and/or service associated with the software license(s) for compliance with the requirements defined in the present solicitation and/or any related contract. In the event that said software, software documentation and/or service are deemed non-compliant with said requirements, the Government at its discretion shall be entitled to replacement, refund and/or equitable relief.

(18) Consistent with the terms and conditions of this clause, the terms described below shall also be incorporated by reference to all COMMERCIAL computer software licenses with advanced notice to and/or consent of applicable subcontractors, vendors or suppliers of said computer software licenses (if applicable), for which the Government may become a Licensee:

"The Government agrees to the provisions of the present Software License, as set forth above and affixed as an attachment to this Government Contract No. FA4600-20-D- ______, to the extent that the provisions of the Software License are consistent with Federal procurement law(s) and at least the Department of Defense Federal Acquisition Regulation Supplement (DFARS) section 227.7202 and said contract. In the event that any of the provisions of the present Software License are determined to be inconsistent with Federal procurement law(s); DFARS section 227.7202 and/or said contract, the parties to the present Software License hereby agree that said provision(s) shall be null and void. In the event that any of said provision(s) are rendered null and void, as described hereinabove, the remaining provision(s) of said License shall remain in full force and effect."

SECTION I – CONTRACT CLAUSES

All applicable clauses on the IDIQ contract, though not explicitly stated on the order, remain in full force and effect.

CLAUSES INCLUDED BY REFERENCE:

CLAUSES INCLUDED BY FULL TEXT

52.217-9 Option to Extend the Term of the Contract.

(a) The Government may extend the term of this contract by written notice to the Contractor within 15 days prior to task order expiration; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days prior to task order expiration. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 4 years and 0 months.

(End of clause)

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

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

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

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

(4) “Computer software documentation” means owner's manuals, user's manuals, installation instructions, operating instructions, and other similar items, regardless of storage medium, that explain the capabilities of the computer software or provide instructions for using the software.

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

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

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

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

(7) “Developed” means that an item, component, or process exists and is workable. Thus, the item or component must have been constructed or the process practiced. Workability is generally established when the item, component, or process has been analyzed or tested sufficiently to demonstrate to reasonable people skilled in the applicable art that there is a high probability that it will operate as intended. Whether, how much, and what type of analysis or testing is required to establish workability depends on the nature of the item, component, or process, and the state of the art. To be considered “developed,” the item, component, or process need not be at the stage where it could be offered for sale or sold on the commercial market, nor must the item, component, or process be actually reduced to practice within the meaning of Title 35 of the United States Code.

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

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

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

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

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

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

(12) “Government purpose” means any activity in which the United States Government is a party, including cooperative agreements with international or multi-national defense organizations, or sales or transfers by the United States Government to foreign governments or international organizations. Government purposes include competitive procurement, but do not include the rights to use, modify, reproduce, release, perform, display, or disclose technical data for commercial purposes or authorize others to do so.

(13) “Government purpose rights” means the rights to—

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

(ii) Release or disclose technical data outside the Government and authorize persons to whom release or disclosure has been made to use, modify, reproduce, release, perform, display, or disclose that data for United States government purposes.

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

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

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

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

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

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

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

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

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

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

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

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

(iv) Form, fit, and function data;

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

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

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

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

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

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

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

(2) Government purpose rights.

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

(A) That pertain to items, components, or processes developed with mixed funding except when the Government is entitled to unlimited rights in such data as provided in paragraphs (b)(1)(ii) and (b)(1)(iv) through (b)(1)(ix) of this clause; or

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

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

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

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

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

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

(3) Limited rights.

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

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

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

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

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

(iv) The Contractor acknowledges that—

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

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

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

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

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

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

(i) The parties have agreed otherwise; or

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

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

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

(d) Third party copyrighted data. The Contractor shall not, without the written approval of the Contracting Officer, incorporate any copyrighted data in the technical data to be delivered under this contract unless the Contractor is the copyright owner or has obtained for the Government the license rights necessary to perfect a license or licenses in the deliverable data of the appropriate scope set forth in paragraph (b) of this clause, and has affixed a statement of the license or licenses obtained on behalf of the Government and other persons to the data transmittal document.

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

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

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

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

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

The Contractor asserts for itself, or the persons identified below, that the Government's rights to use, release, or disclose the following technical data should be restricted— Technical Data to be Furnished With Restrictions* Basis for Assertion** Asserted Rights Category*** Name of Person Asserting Restrictions****

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

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

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

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

Date _________________________________

Printed Name and Title _________________________________

Signature _________________________________

(End of identification and assertion)

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

(f) Marking requirements. The Contractor, and its subcontractors or suppliers, may only assert restrictions on the Government's rights to use, modify, reproduce, release, perform, display, or disclose technical data to be delivered under this contract by marking the deliverable data subject to restriction. Except as provided in paragraph (f)(5) of this clause, only the following legends are authorized under this contract: the government purpose rights legend at paragraph (f)(2) of this clause; the limited rights legend at paragraph (f)(3) of this clause; or the special license rights legend at paragraph (f)(4) of this clause; and/or a notice of copyright as prescribed under 17 U.S.C. 401 or 402.

(1) General marking instructions. The Contractor, or its subcontractors or suppliers, shall conspicuously and legibly mark the appropriate legend on all technical data that qualify for such markings. The authorized legends shall be placed on the transmittal document or storage container and, for printed material, each page of the printed material containing technical data for which restrictions are asserted. When only portions of a page of printed material are subject to the asserted restrictions, such portions shall be identified by circling, underscoring, with a note, or other appropriate identifier. Technical data transmitted directly from one computer or computer terminal to another shall contain a notice of asserted restrictions. Reproductions of technical data or any portions thereof subject to asserted restrictions shall also reproduce the asserted restrictions.

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

GOVERNMENT PURPOSE RIGHTS

Contract No.

Contractor Name

Contractor Address

Expiration Date

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

(End of legend)

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

LIMITED RIGHTS

Contract No.

Contractor Name

Contractor Address

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

(End of legend)

(4) Special license rights markings.

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

SPECIAL LICENSE RIGHTS

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

(End of legend)

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

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

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

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

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

(h) Removal of unjustified and nonconforming markings.

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