Draft_Section_J_PSSC_Attachment_2_Government_Rights_in_Data_(GRID)_20140221.docx

Government Rights in Data (GRID) Solicitation Number: FA8214-14-R-0003 21 February 2014

Section J Attachment 2 Government Rights in Data (GRID)

1. Introduction

(a) Purpose of this Attachment

The purpose of this Attachment on Government Rights in Data (GRID) is to identify specifically the rights the Government will acquire to all Propulsion Subsystem Support Contract development, production, and sustainment data, computer software and computer software documentation delivered or otherwise provided to the Government during performance of this contract. Section 2 defines the scope and applicability of the provisions of this Attachment; Section 3 contains definitions; Section 4 identifies the rights the U.S. Government will acquire of classes of technical data, software, and software documentation as provided for in the Defense Federal Acquisition Regulation Supplement (DFARS) and additionally as provided by the Contractor. Appendix A lists Commercial Software Licenses which contains the complete text of commercial licenses for each product identified in Section 4 (if applicable). Appendix B contains a list of Technical Data Previously Delivered to the Government in accordance with DFARS clause DFARS 252.227-7028. Appendix C includes a table from DFARS clause 252.227-7017(d) Identification and Assertion of Use, Release, or Disclosure Restrictions.

(b) Minimum Required Rights

(1) The Government has determined that the following are the minimum rights:

(i) Unlimited Rights to all noncommercial technical data listed in Table 1 of Section J Attachment 2, GRID where the phrase “Unlimited” is stated in column 4 of the row associated with that item of technical data;

(ii) Government Purpose Rights to all remaining noncommercial technical data and computer software listed in Table 1 of Section J Attachment 2, GRID where the phrase “Offeror to Complete” is stated in column 3 of the row associated with that item of technical data or computer software and contract clauses H001, H002, H003, H004, and H005 of the proposed contract;

(iii) With respect to all commercial item technical data and computer software licenses listed in Table 2.1 of Section J Attachment 2, GRID, licenses that comply with Section J, Attachment 2, 4(b) and contract clauses H001, H002, H003, H004, and H005 of the proposed contract;

(iv) With respect to all public domain or open source software (PD/OSS) computer software licenses listed in Table 2.2 of Section J Attachment 2, GRID, licenses that comply with Section J Attachment 2, 4(b) and contract clauses H001, H002, H003, H004, and H005 of the proposed contract;

(v) Special License Rights to data other than technical data (e.g., schedule/milestone data, financial data) delivered to the Government described in contract clauses H001, H002, H003, H004, and H005 of the proposed contract and Section J Attachment 2, 4(c);

(vi) Special License Rights to review all data used by the Contractor to create any Contract Data Requirement List (CDRL) or contract line item number (CLIN) delivered under this contract to verify the currency, accuracy and completeness of the data contained in those CDRLs/CLINs described in contract clauses H001, H002, H003, H004, and H005 of the proposed contract and Section J Attachment 2, 4(d).

(2) With respect to paragraph 1.(b).(1)(i), the Government made the determination that various CDRLs listed in Section J Attachment 2, GRID must be delivered with Unlimited Rights after reviewing the tailored Data Item Descriptions referenced in those CDRLs consistent with the statutorily-defined categories in 10 U.S.C. 2320(a)(2)(F)(i)(I). With respect to paragraph 1.(b).(1)(ii), the Government made the determination that various CDRLs listed in Section J Attachment 2, GRID must be delivered with at minimum government Purpose Rights to meet the Directorate’s minimum needs consistent with the ICBM Acquisition Strategy.

(3) All work required to produce the CDRLs and delivered software under this contract is entirely Government funded. As such, the Government will be reimbursing the contractor its allocable, allowable, and reasonable costs of performing the work to satisfy the requirements of this request for proposal (RFP). Where there are valid reasons why an offeror must develop entirely at private expense or provide previously developed technical data or computer software under this contract the offeror may not be required, either as a condition of being responsive to this RFP or as a condition for award, to sell or otherwise relinquish to the Government any proprietary right in technical data or computer software developed at private expense, except for the items identified at DFARS 227.7103-5(a)(2) and (a)(4) through (a)(9), DFARS 227.7203-5(a)(3) through (6) and DFARS 227.7102-1.

2. Applicability

The terms of this Attachment, contract clauses H001, H002, H003, H004, and H005 shall apply to all subcontractor produced data in support of this contract whether the data is provided as Prime work product or provided directly by the subcontractor to the Government.

3. Definitions & Acronym Reference

“Data” includes technical data, computer software and computer software documentation (as those terms are defined in this subsection), schedule and milestone data, and financial data (including the contractor’s cost/schedule management system/records and accounting system).

“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 as “the combination of a hardware device and computer instructions and/or computer data that reside as read-only software on the hardware device.”

“Licensee” is defined as the Propulsion Subsystem Support contractor.

“Licensor” is defined as the owner of the data rights for the commercial item technical data, computer software, or computer software documentation.

“PD/OSS” is defined as public domain or open source software.

“Supporting Technical Data” means data used as the basis for developing the technical data delivered under this contract.

“Technical data” is defined in DFARS 252.227-7013(a)(14) and includes but is not limited to recorded information related to experimental, developmental, or engineering work that can be used to define an engineering or manufacturing process or to design, procure, produce, support, maintain, operate, repair, or overhaul material. Technical data may be graphic or pictorial delineations in media such as drawings or photographs, text in specifications or related performance or design type documents, or computer printouts. Examples of technical data include research and engineering data, engineering drawings, and associated lists, specifications, standards, process sheets, manuals, technical reports, meeting minutes, catalog item identifications, and related information and computer software documentation.

4. Types, Assertions, and Prices of Rights

This section is organized as follows:

· Subsection (a) (and Table 1) identifies the rights the Government will acquire for all noncommercial technical data, computer software and computer software documentation delivered, made accessible, or otherwise provided to the Government on this contract.

· Subsection (b) (and Tables 2.1 and 2.2) identifies the rights the Government will acquire for all commercial item technical data, computer software and computer software documentation delivered, made accessible, or otherwise provided to the Government on this contract.

· Subsection (c) (and Table 3) identifies the rights the Government will acquire for all data that is not technical data or computer software delivered, made accessible, or otherwise provided to the Government on this contract.

· Subsection (d) (and Table 4) identifies the rights the Government will acquire for all data used by the contractor to create any CDRL listed in Tables 1, 2.1, 2.2, and 3.

(a) 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.

Table 1 Rights in Noncommercial Technical Data, Computer Software and Computer Software Documentation

Briefings for Meetings (subtitle) Requirements Validation Board (RVB) (subtitle) Point Papers (subtitle) White Papers (subtitle) Presentations (subtitle)

Total Cost/Price for Data Rights as indicated on each CDRL (Table 1)

$ Sum All Rows

Notes to Table 1:

1. The price in column 5 represents the price for the data rights of that data item. It does not include the development, processing or other costs associated with that data item. For column 5, the priced rights to the noncommercial technical data, computer software, or computer software shall

a. be allocated by the CDRL item and CLIN shown in Columns 1, 2, and 3.

b. include all direct costs, indirect costs, and profit/fee.

c. include all incorporated commercial or PD/OSS technical data, computer software and computer software documentation (including firmware).

d. include the cost of changes (e.g., updates software maintenance patches, version changes, new releases, substitutions) throughout the period of performance or option exercise period, whichever is later.

2. In columns 4 and 5, the acronym “NAFP“ (not available for purchase) shall indicate that the Government is not entitled to purchase the technical data/computer software rights for itself associated with that CDRL. A $0 entry in column 5 indicates that the rights associated with that CDRL are available to the Government at no additional cost.

3. Column 6 shall contain references in Tables 2.1 and 2.2 to all such commercial or PD/OSS technical data, computer software, and computer software documentation.

4. The Government shall acquire the same level of rights to the contents of all items listed in CDRL A085 as it will to the list itself.

(b) Rights in commercial and PD/OSS technical data, computer software and computer software documentation

The Government shall have the rights in commercial technical data, computer software and computer software documentation described in Appendix A for the components listed in Table 2.1 and Table 2.2 below.

Table 2.1: Commercial Technical Data and Commercial Software Products

Table 2.2: Public Domain/Open Source Software (PD/OSS)

Notes to Tables 2.1 and 2.2:

1. Column 1 shall include the following information

a. base product name and

b. version number;

c. license name (if different than the base product name)

d. license version (if different than the version number).

2. Column 2 of, shall list the following information

a. For Table 2.1

i. Developer name

ii. Purchasing source name (if different than the developer name)

iii. An indication of whether either the source or developer is a non-U.S. entity

b. For Table 2.2

i. Developer name

ii. An indication of whether the developer is a non-U.S. entity

iii. If priced support from a separate organization is included, the name of the supporting organization

3. Column 3 shall provide a reference to the license text in Appendix A.

4. Column 4 shall identify the CDRL number, title, and subtitle with which that component is associated and is priced. If not consistent with Table 1, Column 6, an accompanying note shall accompany the table explaining the inconsistency. If multiple CDRL items are associated with the item in Table 2.1 or Table 2.2, the table entry shall include all CDRL items that cell. If not associated with any CDRL items, the entry shall be shown as “N/A” and an accompanying note shall provide an explanation.

5. Column 5 shall identify the CLIN with which that component is associated and is priced. If not consistent with Table 1, Column 6, an accompanying note shall accompany the table explaining the inconsistency. If multiple CLINs are associated with the item in Table 2.1 or Table 2.2, a separate table entry shall be made for each CLIN. If not associated with any CLINs, the entry shall be shown as “N/A” and an accompanying note shall provide an explanation.

6. Column 6 shall list all architectural elements in the System Architecture Document (SAD) where the product is incorporated by the SAD identification or section number. If the item is incorporated into multiple SAD components, identify each component. If unknown or not applicable (e.g., in the case of a compiler or software development tool), a table entry shall so indicate, and an accompanying note shall provide an explanation.

7. Column 7 shall show the quantity of licenses required to completely meet the requirements of the associated CLIN.

8. In column 8, the license price shall

a. Include direct cost, indirect costs, and profit/fee for the number quantities given in Column 7.

b. Be the amount allocated by the CDRL items and CLIN shown in Columns 1 and 2.

9. If the contemplated use of a PD/OSS product requires the purchase of a commercial license (e.g., nonacademic use), the item shall be listed in table 2.1. No such item shall be listed as a PD/OSS (table 2.2) product.

(c) Special License Rights Category A (“SLRC-A”): Rights in data other than technical data, computer software or computer software documentation.

The Government shall have the right to use, modify, perform, display or disclose all such data listed in Table 3 below, in whole or in part, within the Government and by all persons identified in clause H003 (Enabling Clause) (including their subcontractors) for the exclusive purpose of providing technical assistance and support on this contract. The Government shall have the right to unilaterally add or delete contractors (and contracts) from the list in clause H003 at any time without 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 or Computer Software Documentation

Total Cost/Price for Data Rights as indicated on each CDRL (Table 4)

$0 Sum of rows

Notes In column 3, the price shall include direct cost, indirect costs, and profit/fee. The acronym “NAFP“ (not available for purchase) shall indicate that the Government is not entitled to purchase the technical data/computer software rights for itself associated with that CDRL. A $0 entry in indicates that the rights associated with that CDRL are available to the Government at no additional cost.

(d) Special License Rights Category B (“SLRC-B”): Supporting Technical Data

The Government and the persons listed in H003 (Enabling Clause) (including their subcontractors) shall have the right to review all data used by the contractor to create any CDRL listed in Tables 1, 2.1, 2.2, and 3 required to be delivered under this contract (including, if necessary, data used at the contractor’s and subcontractors’ facilities) to verify the currency, accuracy and completeness of the data contained in those CDRLs. The Government shall have the right to unilaterally add or delete contractors (and contracts) from the list in clause H003 at any time without equitable adjustment or a modification of any other terms and conditions of this contract.

There shall be no additional cost for SLRC-B data except for the items listed in Table 4 below:

Table 4: Rights in Data for Supporting Technical Data

Total Cost/Price for Data Rights as indicated on each CDRL (Table 1)

$ Sum of rows

Notes

1. For column 5, the priced rights to the noncommercial technical data, computer software, or computer software shall

a. be allocated by the CDRL item and CLIN shown in Columns 1, 2, and 3

b. include all direct costs, indirect costs, and profit/fee.

2. In column 5, the acronym “NAFP” (not available for purchase) shall indicate that the Government is not entitled to purchase the technical data/computer software rights for itself associated with that CDRL.

GRID Appendix A, Commercial Software Licenses

GRID Appendix B, Technical Data Previously Delivered to the Government

Reference: Section L, paragraph 7.1.7.1, Section K – Representations, Certifications, and other Statements to Offeror, Data Rights.

GRID Appendix C, “Technical Data or Computer Software to be Furnished with Restrictions,”

In accordance with DFARS 252.227-7013 and 252.227-7014 (non-commercial technical data and computer software/documentation), the contractor asserts for itself, or the owner identified below, that the Government’s rights to use, release, or disclose the following data is restricted (Government Purpose, Limited or Restricted, or Special License Rights). Table 5 (below) represents section (d) of DFARS clause 252.227-7017 and is inseparable from that clause, and as completed by the offeror, is part of the agreement of the parties.

Note: this table is modified from the FAR version to include the additional “CLIN” column (column 2).

Table 5, DFARS Clause 252.227-7017 Fill-In:

To be completed by offeror

Signature

Signature

(End of identification and assertion)

* NOTE TO OFFERORS (for the purpose of providing guidance and to be deleted prior to award): This Attachment has been created under assumptions regarding data and Government data plans. The parent solicitation for this attachment was constructed assuming a specific set of data requirements (CDRLs) as shown in tables 1-3. This Attachment will be modified prior to award and included as part of the final contract (section J Attachment). However, the majority of the requirements, provisions and terms in this Attachment will be a part of the final contract.