Data_Rights_H-Clause_Comments.doc

PART I - THE SCHEDULE

SECTION H

SPECIAL CONTRACT REQUIREMENTS

9952.227-H001 Government Rights in Data (GRID) The Government Rights in Data (GRID) document is a binding agreement and is an inseparable part of this contract attached to section J. The GRID document provides for a single point for Contractor and Government agreement to rights in data - developed, or delivered to the Government in performance of this contract.

9952.227-H002 Option to Exercise Dates The Government shall have the right to partially exercise all Data Rights options for any rights in technical data and computer software associated with any Contract Data Requirement List (CDRL) item. Data rights options will be titled as "Rights in Technical Data, Computer Software, and Computer Software Documentation” and must be exercised in accordance with dates and terms as specified in the individual option CLINs. Any partial exercise of this option shall not cancel the remainder of the partially exercised option for the items left unexercised. The appropriations to be obligated onto the CLIN to procure rights in technical data, computer software or computer software documentation associated with a particular item will be (1) the same type of appropriation used to procure that item of technical data, computer software or computer software documentation and (2) current in the year an option is exercised to procure the rights in technical data, computer software or computer software documentation associated with that item.

9952.227-H003 Enabling Clause Between Prime Contractors and Support Contractors

(a) The Air Force has entered into contracts with The Aerospace Corporation, Tecolote, and Booz Allan Hamilton for technical support, technical review, and acquisition management support.

(b) In the performance of this contract, the Contractor agrees to cooperate with technical support, technical review, and acquisition management support contractors by: responding to invitations from authorized personnel to attend meetings; by providing access to technical information and research, development planning data such as, but not limited to, design and development analyses, test data and results, equipment and process specifications, test and test equipment specifications and procedures, parts and quality control procedures, records and data, manufacturing and assembly procedures, and cost, schedule and milestone data - all in their original form or reproduced form; by delivering data as specified in the Contract Data Requirements List; by discussing technical matters relating to this program; by providing access to Contractor facilities utilized in the performance of this contract; and by allowing observation of technical activities by appropriate technical personnel. The personnel engaged in general systems engineering and integration effort are authorized access to any technical information pertaining to this contract.

9952.227-H004 Data Delivery, Data Access and Marking Requirements

(a) Definitions: as used in this section “Data” includes technical data, computer software, computer documentation, or financial/administrative data (see “Definitions”, section 2 of the GRID attachment) “Standard Issue Government Computer” is a personal computer commonly used in Government information systems. As of the beginning of the period of performance, the standard issue computer is a desktop or laptop computer on which Microsoft Windows 7 (tm) is installed as the standard operating system. Because the specific products may change over the period of performance, the Contract Officer shall make the determination of the technical, interface, and other characteristics of such computers “Standard Issue Application Software” is application software that is normally installed on Government Issue computers including (but not limited to Microsoft Word, Excel, PowerPoint, Project and Access, Explorer with plug-ins accessible without additional cost; Adobe Acrobat or flash; Mozilla Firefox with plug-ins accessible without additional cost; or Google Chrome with plug-ins accessible without additional cost). Because the specific products may change over the period of performance, the Contract Officer shall make the determination of the technical, interface, and other characteristics of such application software “Computer file” is a collection of digital data stored on nonvolatile media that can be processed by application or operating system software “Electronic transmission” means copying or transfer of a computer file from a source to a destination through a computer network (such as the Internet) “Government IDE” is a repository of computer files maintained by the Government that can be accessed locally or remotely by Government authorized users.

(b) The Contractor shall provide rights in data delivered, made accessible prior to formal delivery to the Government, including (but not limited to) the Data Accession List (DAL) data (on the Contractor‘s IDE or other internal database) with the rights enumerated in the Government Rights in Data (GRID) Attachment and marked in accordance with DFARS 252.227-7013, 252.227-7014 (if applicable). The contractor shall ensure that all subcontractors and suppliers grant the Government the rights defined on the GRID attachment, in the event they deliver data under this contract.

(c) The contractor shall mark all data developed under this contract with markings conforming with DFARS requirements at the time it becomes accessible or delivered to the Government (whichever is earlier).

The contractor shall validate accuracy (of content and tracking formats, date of delivery, method of data delivery, approval requirements, data rights markings, and distribution legends) of electronically transmitted data to the Government (including subcontractor and supplier data developed under contract).

(d) The contractor shall deliver unclassified CDRL data electronically to the Government’s IDE or as directed by the Government PCO, and to destinations specified in Block 14, 15, or 16 of each DD Form 1423. All Delivered data shall include a completed FISAC Data Transmittal Form (FDTF) as the coversheet. Data is not considered Delivered until approved by the Government. If electronic delivery to the Government via the methods above is not possible, the contractor shall deliver the CDRL data to the Government, to the recipient identified in the CDRL 1423, via encrypted email or physical media in a format acceptable to the Contract Officer (e.g., ISO formatted CD or DVD). The contractor shall store all unclassified (including but not limited to CDRLs, DAL items, and contractual correspondence) in its internal IDE in accordance with DoDM 5200.01, Volume 4. During the performance of this contract and upon Government request, the contractor shall be able to retrieve any data developed under this contract.

(e) The contractor shall allow Authorized Government agents (Program Manager, Contracting Officers, Contracting Officers Representatives, etc.) access to the contractor’s IDE, subject to contractors internal policies and procedures, including the contents of the DAL (CDRL A118). As required by CDRL A118 and DI-MGMT 81453A, the contractor shall mark data indexed on the DAL in accordance with DFARS 252.227-7013 and 252.227-7014. The contractor shall update markings within 5 days of any change. The contactor shall identify DAL and Deliverable data in its internal IDE such that it is readily identifiable and retrievable and distinguishable from other contractor IDE data..

(f) The contractor shall deliver classified CDRL data in accordance with the DD254, DoDM 5200.01, Volume 3, and DoD 5220.22M.

(g) The contractor shall ensure that all data on its internal IDE or delivered using electronic transmission is in a file format that can be processed using Standard Issue Application Software. If not compatible with Standard Issue Application Software, the contractor shall provide the means of displaying the contents of the file compatible on standard issue Government office computers that is acceptable to the Contracting Officer. If data files contain links, the links must correctly reference information that is accessible on the IDE on which the data are stored. The links must be updated when the referenced information is moved or changed throughout all revisions Unless allowed by Block 16 of the DD Form 1423 or by the Contracting Officer, the contractor may not provide data in a scanned bitmap format (e.g., TIFF or jpg) in which alphanumeric content cannot be located with a search command in a Standard Issue Application Software product. The contractor shall ensure that all printed or printable data is legible.

(h) The contractor shall ensure that, to contractor’s best belief and knowledge at the time of Delivery, all technical data, computer software, and computer software documentation delivered to the Government is –free of computer malware (including viruses and worms).

(i) Delivered technical data, computer software, and computer software documentation shall not contain proprietary contractor pricing information. All proprietary cost and pricing information should be referenced in the body of data and made accessible to the USG within the Contractor’s IDE..

(j) In addition to the release from liability contained in DFARS 252.227-7013(b)(6) and 252.227-7014(b)(6), the Government shall be released from liability for disclosure violations unless data Delivered to the Government complies in all respects with the following marking requirements:

1. The cover page of any CDRL delivered to the Government containing any data with less than unlimited rights (including non- commercial item technical data, computer software or computer software documentation) shall be marked in accordance with the requirements DFARS 252.227-7013 and 252.227-7014. When delivered or otherwise provided to the Government in printed form or on physical storage media, the contractor shall also physically attach a copy of Section J Attachments 2, 7 and 10 to the item and highlight the specific item.

2. The cover page of any document provided with Special License Rights Category A (see Section J Attachments 2, 7 and 10, section 4(c)) shall include the legend contained in DFARS 252.227-7013(f)(4) and the following text immediately after the phrase “License No.”: “SLRC-A”. When delivered to the Government in printed form or on physical storage media, the contractor shall also physically attach a copy of Section J Attachments 2, 7 and 10 to the item and highlight the specific item .

3. The cover page of any document provided with Special License Rights Category B (see Section J Attachments 2, 7 and 10, section 4(c)) shall include the legend contained in DFARS 252.227-7013(f)(4) and the following text immediately after the phrase “License No.”: “SLRC-B”. When delivered or otherwise provided to the Government in printed form or on physical storage media, the contractor shall also physically attach a copy of Section J Attachments 2, 7 and 10 to the item and highlight the specific item .

9952.227-H005 Other Provisions Concerning Data Rights (Commercial) Upon delivery of any commercial item technical data, computer software, computer software documentation, or any combination thereof, to the Government contained in any 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. Subject to commercial practices and the payment of all applicable license fees:

(a) The Government shall have the right to use, perform, display, relocate the computer on which the software resides, re-host, or disclose that commercial item technical data, in whole or in part, within the Government.

(b) Any license rights granted to the Government shall also be granted to any organization listed in H-3 (“Enabling clause”) for the exclusive purpose of providing technical assistance and support on this contract. The contractor agrees that the Government shall have the right to unilaterally add or delete contractors from this list at any time subject to the quantity limitations listed for the applicable item in Column 4 of Table 2.1 in Section 4(b) of the Section J GRID attachment, 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.

(c) The minimum duration of all such licenses shall be for the period of performance of this contract (including options, if exercised).

(d) License rights related to technical data described in, and granted to the 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.

(e) All such commercial item technical data, computer software and computer software documentation may be installed and used (up to any seat restrictions as outlined in table 2.1) at any Government installation worldwide at which ICBM equipment is located.

(f) Licensors’ remedies for violation of licenses shall be limited to monetary damages. In no case shall the Government shall be required to de-install and stop using those Items or return such Items to the contractor.

(g) All licenses shall be consistent with all applicable laws, regulations or policies listed in DFARS 252.204-7008 (“Requirements for Contracts Involving Export-Controlled Items”).

(h) Any license purchased by the contractor under this contract which is associated with any technical data, computer software, or computer software documentation delivered or otherwise provided under any CLIN shall transfer upon delivery of that CDRL or CLIN to the Government and any such license shall be purchased by the contractor in the name of the Government.

(i) No license or other contractual term shall preclude the installation of software and/or hardware provided under this contract to be installed and used at any Government installation at any location (i.e., anywhere in the world) at which ICBM equipment is located.

(j) No terms of the License or any modifications thereto shall enable licenses to renew automatically so as to obligate funds in advance of funds being appropriated in contravention of the Anti-Deficiency Act.

(k) Licenses shall not contain any indemnification agreement where the Government’s liability is indefinite, indeterminate, unlimited (such a provision would be a violation of the Anti-Deficiency Act)

(l) Government liability to licensor or licensees are limited to actual damages and shall exclude attorney’s fees.

(m) The Licensor may not enter Government installations for purposes such as software usage audits or other forms of inspection without written Government consent.

(n) Copies of all licenses may be disclosed to third parties consistent with the Freedom of Information Act.

(o) Any claim the Licensee files with the Government on behalf of the Licensor, and any claim the Government files with the Licensor, shall be submitted within the period specified in FAR 52.233-01 (“Disputes”) as modified by this contract.

(p) All OSS listed in Table 2.2 shall be mutually agreed upon by contractor and Government and shall be provided in accordance with standard OSS practices.