Updated H001 OCI Clause.docx

H001 ORGINIZATIONAL CONFLICT OF INTEREST (OCTOBER 2020)

1) The following restrictions and definitions apply to prevent conflicting roles which may bias the Contractor’s judgement or objectivity or to preclude the Contractor from obtaining an unfair competitive advantage in concurrent or future acquisition.

2) Descriptions or definitions:

“Contractor” means the business entity receiving the award of this contract, its parents, affiliates, divisions, subsidiaries, joint ventures, teaming partners, or subcontractors.

“Development” means all efforts towards solution of broadly defined problems. This may encompass research, evaluating technical feasibility, proof of design and test, or engineering of programs not yet approved for acquisition or operation.

“ICBM Weapon Systems” and “Systems” mean the system that is the subject of this contract, i.e. Minuteman III (MMIII), Ground Based Strategic Deterrent (GBSD), or any future ICBM weapon system developed during the period of performance of ISC 2.0 and their respective subsystems and components.

“Proprietary Information” means all information designated as proprietary in accordance with law and regulation and held in confidence or disclosed under restriction to prevent uncontrolled distribution. Examples include limited or restricted data, trade secrets, sensitive financial information, and computer software; and may appear in cost and pricing data or involve classified information.

“Systems Engineering” means preparing specifications, identifying and resolving interface problems, developing test requirements, evaluating test data, and supervising design.

“Technical Vectoring” means developing work statements, determining parameters, guiding other Contractors’ operations, or resolving technical controversies.

3) Restrictions:

a) The Contractor shall perform Systems Engineering and/or Technical Vectoring but will not have overall contractual responsibility for the Systems’ development, integration, assembly and checkout, or production.

b) The parties recognize that the Contractor shall occupy a highly influential and responsible position in determining the Systems’ basic concepts and supervising their execution by other Contractors.

c) The Contractor’s judgement and recommendations must be objective, impartial, and independent.

d) To avoid the prospect of the Contractor’s judgement or recommendations being influenced by its own products or capabilities, it is agreed that during ISC 2.0 period of performance and five years from expiration of the ISC 2.0 period of performance (this timeframe supersedes any other conflicting timeframes within the solicitation/contract), the contractor may not:

i) Receive award of a DoD contract to supply the Systems,

ii) Act as a joint venture, teaming partner, subcontractor, or consultant to a DoD supplier for the Systems, or

iii) Supply ICBM Weapon Systems development, production, or services as a prime, joint venture, teaming partner, or subcontractor

e) ISC Support Work required by the Government for the Strategic Missile Integration Complex (SMIC) is excluded from these restrictions.

4) The above restrictions shall be included in all subcontracts, teaming arrangements and other agreements calling for performance of work which is subject to the organizational conflict of interest (OCI) restrictions identified in this clause unless excused in writing by the Contracting Officer.

5) The Contractor may gain access to proprietary information of other companies during contract performance.

a) The Contractor agrees to enter into company-to-company agreements to:

i) Protect another company’s information from unauthorized use or disclosure for as long as it is considered proprietary by the other company and

ii) Refrain from using the information for any purpose other than that for which it was furnished.

b) For information purposes, the Contractor shall furnish copies of these agreements to the Contracting Officer.

c) These agreements are not intended to protect information which is available to the Government or to the Contractor from other sources and furnished voluntarily without restrictions.

d) The Contractor agrees that if, at any time, the Contractor or Contracting Officer identifies a potential or actual OCI, the Contractor shall:

i) Make full disclosure in writing to the Contracting Officer.

ii) This disclosure shall include a description of the OCI and the actions the Contractor has taken, if any, to avoid, mitigate, or neutralize the OCI;

iii) Suggest or offer recommendations for the Government to consider and

iv) The Contracting Officer may require the Contractor to prepare an OCI risk mitigation plan to avoid, mitigate, or neutralize the potential or actual OCI.