Draft Technical Data License for F16 Wiring Harness Awardee.docx
DOCX document 54 KB Posted
- Attached to
- F-16 Harness Multiple Award IDIQ Acquisition Federal contract opportunity
- Solicitation number
- FA8232-20-R-3000
About this file
This document contains a draft technical data license agreement and a draft federal contract opportunity notice. The draft technical data license agreement is between Lockheed Martin Corporation and a potential licensee, and grants the licensee a non-exclusive license to use Lockheed Martin's proprietary technical data for F-16 wiring harnesses. The license is valid until 2031 and may be extended or terminated according to terms in the agreement. The draft federal contract opportunity notice provides information for a potential multiple award IDIQ contract for F-16 wiring harness acquisition. Interested offerors are encouraged to review the draft documents, technical data packages, and delivery schedules, and provide any necessary feedback by June 22nd, 2020. The government plans to allow 45 days for proposal submissions following release of the final RFP.
View the file
Other files for this federal contract opportunity
| File | Type | Posted |
|---|---|---|
| F-16 Draft RFP Harness_Questions_22_thru_24_Response_15Jan21.pdf | ||
| Harness_PIA_Template.docx | DOCX document | |
| F-16 Draft RFP Harness_Question_1_thru_21_Response_29Sep20.pdf | ||
| Draft_F-16 Wire Harness Special License Agreement with USG 08252020.doc | DOC document | |
| Harness Presolicitation Notice.pdf | ||
| FA823220R3000 (draft) 21May20.pdf | ||
| Sec_L_F16_Harnesses_Final_24Mar20.pdf | ||
| Harness_Sample_Task_Initial_Delivery_Order_21May20.docx | DOCX document | |
| Sec_M_F16_Harness_Final_24Mar20.pdf |
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Text version
Technical Data License Agreement Number [To Be Completed By Lockheed Martin Prior to Execution by Licensee]
Technical Data License Agreement for use of Lockheed Martin Corporation F-16 Wiring Harness Data By
[INSERT LEGAL NAME OF LICENSEE]
This Technical Data License Agreement (the “Agreement”) is entered into as of the last date of signature evident below, by and between Lockheed Martin Corporation, acting by and through Lockheed Martin Aeronautics Company, 1 Lockheed Boulevard, Fort Worth, TX 76108 (hereinafter referred to as “Licensor” or “Lockheed Martin”) and [INSERT LEGAL NAME OF LICENSEE], having a business office at [INSERT ADDRESS], (hereinafter referred to as “Licensee”). Each party may also be referred to herein either individually as a “Party” or collectively as the “Parties.”
WITNESSETH
WHEREAS, Licensor has developed and is the owner of all right, title and interest in and to a certain proprietary trade secret technology for the F-16 Wiring Harness and possess documentation containing related design information that collectively describes the technology; and WHEREAS, Licensee is desirous of licensing said technology from Licensor solely for its performance of the F-16 Harness Multiple Award IDIQ Prime Contract, Prime Contract Number [INSERT PRIME CONTRACT NUMBER], entered into between the United States Government and Licensee (hereinafter the “Prime Contract”), and for no other purposes.
WHEREAS, under this Agreement, Licensor is willing to license said Licensed Technical Data to Licensee, subject to U.S. export and trade regulations.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions hereafter set forth and for other good and valuable considerations hereby acknowledged, the Parties hereto agree as follows:
| 1. | DEFINITIONS. |
| 1.1 | “Licensed Technical Data” means the information and data of a scientific or technical nature pertaining to F-16 Wiring Harness documents which is limited to that contained in Appendix A. |
| 1.2 | “Territory” means within the Continental United States. |
| 2. | LICENSE GRANT. |
| 2.1 | Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee during the term of this Agreement a non-exclusive license to use the Licensed Technical Data solely within the Territory only for the purposes of the following, solely in support of its Prime Contract obligations: fiber optic termination and assembly, assembling and installation of fiber optic harnesses, and in-process fiber testing and for no other purpose, providing that Licensee does not violate any terms of this Agreement and the rights and use granted herein do not conflict with existing U.S. Government export and trade regulations. |
| 2.2 | The granting of rights contained in Paragraph 2.1, unless earlier terminated or extended as hereinafter provided, shall continue for the term of this Agreement as identified in Article 3 of this Agreement, until terminated or extended by either Party pursuant to Article 4 or Paragraph 3.2 hereof. |
| 2.3 | This Agreement is not transferable or assignable by LICENSEE except with LICENSOR's advance written consent. LICENSOR must also be notified of any changes in ownership. LICENSEE shall have no right to grant any sublicenses hereunder. |
| 2.3 | Except as expressly provided herein for the licensed use of the Licensed Technical Data, Licensor shall retain all title, rights and interests in the Licensed Technical Data. |
| 3. | TERM OF AGREEMENT. |
| 3.1 | The term of this Agreement is until 30 September 2031, commencing on the date when the last party signed this Agreement, referred to as the Effective Date (the “Original Term”), unless renewed in accordance with Paragraph 3.2 of this Agreement or modified by mutual agreement of the Parties hereto, or terminated, pursuant to Article 4 of this Agreement. |
| 3.2 | The Original Term of this Agreement may be extended by mutual written agreement of the Parties. Each extended period shall hereinafter be referred to as the “Extended Period of Performance.” |
| 4. | TERMINATION. |
| 4.1 | If Licensor reasonably believes Licensee violated the terms of this Agreement, then Licensor may unilaterally cancel and terminate this Agreement by giving Licensee thirty (30) days written notice of intent, specifically describing the purported breach of the Agreement by Licensee; provided, however, that if Licensee fulfills provides reasonable remedy of any such breach during the aforementioned thirty (30) day period, then such notice of cancellation may be revoked. Otherwise this Agreement shall be considered canceled on and after the expiration of said thirty (30) day period. |
| 4.2 | Licensee may terminate this Agreement for convenience at any time by providing thirty (30) calendar days written notice to Licensor. |
| 4.3 | If this Agreement is canceled or terminated as provided in paragraphs 4.1, 4.2 or otherwise, Licensee shall return any and all Licensed Technical Data provided by Licensor in accordance with this Agreement and any copies thereof within thirty (30) days after the aforementioned written notice. |
| 4.4 | For clarity, the termination of this Agreement shall not affect the ability of Licensee, or any of LICENSEE’s customers or end-users, to use and/or maintain any hardware manufactured by LICENSEE using the license granted under this Agreement. |
| 5. | CONFIDENTIALITY. Licensee shall maintain the terms of the Agreement and all Licensed Technical Data in strict confidence and shall not disclose such to any third parties without the prior written consent of Licensor. However, if such consent is provided by Licensor, Licensee shall have the right to then disclose Licensed Technical Data to third parties solely in furtherance of Licensee’s exercise of its license granted herein and only under the terms of a confidentiality agreement restricting unauthorized use and disclosure no less restrictive than those contained herein. |
| 6. | DISCLAIMER. LICENSEE UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT LICENSED TECHNICAL DATA PROVIDED BY LICENSOR HEREUNDER IS PROVIDED ON AN “AS-IS” BASIS AND WITH ALL FAULTS AND THAT LICENSOR MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE CONTENT, ACCURACY, SUFFICIENCY OR ADEQUACY OF LICENSED TECHNICAL DATA OR OF ANY RESULTS TO BE OBTAINED THROUGH ANY LICENSEE USE OF LICENSED TECHNICAL DATA. LICENSOR DOES HEREBY EXPRESSLY DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES AND REPRESENTATIONS WITH RESPECT TO LICENSED TECHNICAL DATA OR ANY PRODUCTS MANUFACTURED OR SOLD BY LICENSEE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR USAGE OF TRADE. LICENSOR SHALL HAVE NO LIABILITY ARISING OUT OF ANY PRODUCTS COVERED BY OR MANUFACTURED IN ACCORDANCE WITH ANY OF LICENSED TECHNICAL DATA AND LICENSEE ASSUMES ALL LIABILITY ARISING IN CONNECTION WITH ITS USE OF LICENSED TECHNICAL DATA. THIS ARTICLE 6 SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. |
| 7. | HOLD HARLMESS AND INDEMNITY. UNDER NO CIRCUMSTANCES SHALL LICENSOR BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING IN CONNECTION WITH THIS AGREEMENT, OR ANY OF SUCH ARISING AGAINST LICENSEE, OR ANY OF LICENSEE’S VENDORS AND CUSTOMERS FROM USE OF ANY PRODUCTS MANUFACTURED BY LICENSEE WHETHER OR NOT MANUFACTURED USING THE LICENSED TECHNICAL DATA, AND LICENSEE SHALL DEFEND, INDEMNIFY AND HOLD LICENSOR HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, SUITS, ACTIONS, LIABILITIES, REMEDIES AND DAMAGES, WHETHER IN TORT (AND WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF LICENSOR), CONTRACT OR OTHERWISE, INCLUDING ANY COSTS, EXPENSES AND ATTORNEY'S FEES INCIDENT THERETO, WHICH MAY BE SUFFERED BY, ACCRUED AGAINST, CHARGED TO OR RECOVERABLE FROM LICENSOR BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR BY REASON OF LOSS OF OR DAMAGE TO ANY PROPERTY (TANGIBLE OR INTANGIBLE) ARISING FROM (BUT NOT LIMITED TO) THE USE OF ANY OF THE LICENSED TECHNICAL DATA OR ANY PRODUCTS DERIVED THEREFROM SOLD BY LICENSEE, OR WHICH ARISE OUT OF OR RELATE TO ANY NON-CONFORMANCE OR DEFECT IN ANY OF THE PRODUCTS MADE BY LICENSEE. THIS ARTICLE 7 SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. THIS ARTICLE 7 SHALL BE APPLICABLE TO THE U.S.GOVERNMENT ONLY TO THE EXTENT SUCH IS ALLOWED BY FEDERAL LAW. THIS ARTICLE 7 SHALL NOT BE CONSTRUED IN ANY MANNER THAT WOULD CREATE AN UNFUNDED CONTINGENT LIABILITY OR OTHERWISE CONSTITUTE A VIOLATION OF PUBLIC POLICY OR THE ANTI-DEFICIENCY ACT, NOR MAY THIS SECTION OR ANY PROVISION OF THIS LICENSE BE CONSTRUED SO AS TO IMPOSE ON THE UNITED STATES ANY DUTY TO DEFEND, INDEMNIFY, OR HOLD LICENSOR HARMLESS AGAINST ANY CLAIM, SUIT, ACTION, LIABILITY, REMEDY OR DAMAGE. |
| 8. | NOTICES. |
| 8.1 | All notices, statements and changes required by this Agreement shall be in writing and sent to Licensor and to Licensee at their addresses as indicated below. Each Party shall promptly notify the other in writing of an address change and all such notices, statements and reports in connection with this Agreement shall be sent to the addresses then prevailing. |
| 8.2 | To contact Licensor, please direct notices, statements, and reports to the following: |
LOCKHEED MARTIN AERONAUTICS COMPANY
LM Contracts for F-16 Program 1 Lockheed Blvd.
Fort Worth, TX 76108 USA Attn: Sr. Manager, Contracts Phone: [INSERT]
To contact Licensee, please direct notices to the following:
[INSERT]
[INSERT]
Telephone: [INSERT] Email: [INSERT]
| 9. | GOVERNING LAW AND CONSTRUCTION. | |
| 9.1 | This Agreement shall be interpreted and construed in accordance with the laws of the State of Texas U.S.A, excluding its principles of conflict of laws provisions. The United Nations Convention for the International Sale of Goods shall not apply to this Agreement. This written instrument constitutes the entire agreement between the Parties and shall not be varied, amended, or supplemented except by a writing of subsequent or even date executed by both Parties. | |
| 9.2 | Failure by either Party at any time to enforce any of the provisions of this Agreement shall not be construed as a waiver by such Party of any such provisions, nor in any way affect the validity of this Agreement, or any part thereof. | |
| 9.3 | To the extent that any provision of this Agreement may be held to be illegal, invalid or unenforceable, such provision shall be modified to the extent necessary to avoid such violation, illegality, invalidity or unenforceability, without effect on the validity or enforceability of the remainder of this Agreement, unless such modification, in the judgment of either Party, substantially impairs this Agreement as a whole or in any material part. If any provision of this Agreement is reasonably susceptible to more than one interpretation, only such interpretations as would permit such provision to be legal, valid and enforceable shall be considered in construing this Agreement. | |
| 9.4 | If this Agreement is terminated, neither Party shall be relieved of those obligations contained in this Agreement for the following provisions: | |
| a. | Article 5, Confidentiality | |
| b. | Article 6, Disclaimer | |
| c. | Article 7, Hold Harmless and Indemnity | |
| d. | Article 9, Governing Law and Construction | |
| e. | Article 14, Independent Contractor | |
| 10. | PUBLICITY. | |
| 10.1 | Licensor maintains full ownership rights to the LOCKHEED MARTIN name and logotype. The name “LOCKHEED MARTIN” in the distinctive typeface created for the Licensor and registered for Licensor’s exclusive use, accompanied by the star created by the intersection of two vectors will not be used or printed by Licensee unless written permission is first granted by Licensor. Similarly, the name “LOCKHEED MARTIN,” its use and all references to this Agreement to be used in any promotional or advertising manner must be similarly approved. This includes, but is not limited to, external emails, marketing materials, and printed advertisements. | |
| 10.2 | Licensee agrees to obtain Licensor’s approval before publishing or distributing any sales brochures, pamphlets, or other advertising or promotional material when reference is made therein to Licensor or a wholly-owned subsidiary of Licensor. | |
| 11. | USE OF LICENSED TECHNICAL DATA. The use of Licensor’s Licensed Technical Data, and any proprietary Licensor data referenced therein, shall be limited solely to the use Purpose expressly permitted under the license granted herein unless otherwise expressly authorized elsewhere by Licensor in a separate written agreement. Said Licensed Technical Data shall not: a) be used for any other purpose; nor b) be used by the Licensee subsequent to termination of this Agreement; nor c) be disclosed to others without the advance written consent of the Licensor except as authorized by this Agreement. | |
| 12. | EXPORT. | |
| 12.1 | The Parties acknowledge that information disclosed under this Agreement may be subject to export control, that compliance with U.S. Government law and regulations is required, and that it may be necessary to obtain required approvals before disclosing such information to foreign persons, businesses or governments. The Parties agree to comply with all applicable United States of America export control laws and regulations, including but not limited to, the requirements of Arms Export Control Act, 22 U.S. 2751-2794, including the International Traffic in Arms Regulation (ITAR), 22 CFR 120 et seq.; the Export Administration Act, 50 U.S.C. App. 2401-2420, including the Export Administration Regulations, 15 C.F.R. 730-774; and the requirement for obtaining any export license or agreement, if applicable. Without limiting the foregoing, the Parties agree that neither shall transfer any export controlled item, data, information of services, to include transfer to foreign persons, including those foreign persons employed by or associated with, or under contract with either Party, without the authority of an applicable export license, agreement, or applicable exemption or exception. | |
| 12.2 | Licensee is responsible for any application to the U.S. Government as required to obtain any such authorization, and Licensee shall indemnify and hold Licensor harmless from all liabilities arising from Licensee’s failure to comply with the laws of the United States. | |
| 13.0 | AGREEMENT IDENTIFICATION. For document identification and reference purposes, this Agreement shall be Agreement No. [INSERT]. |
14.0 INDEPENDENT CONTRACTOR.
14.1 Licensor is an independent contractor in all its operations and activities hereunder, Licensee and Licensor shall, at all times, act as an independent contractors, and not as a partner, employee or agent of the other party.
14.2 Except with prior written authorization of the other Party, neither Party is entitled to make any statements to third parties binding or committing the other Party in any way to any obligation, nor to make any representations or to provide any warranties in the name or on behalf of the other Party.
14.3 All employees of each party shall be and be deemed to be exclusively employees of that Party only. The entire management, direction and control of all such employees shall be exclusively vested in the Licensee for its employees and to the Licensor for its unemployment compensation, payroll taxes and worker’s compensation insurance and similar matters for all its employees. Each Party expressly agrees that it will bear all responsibility and liability for any conduct of its employees, agents and representatives that violates any provision of this Agreement.
15.0 BINDING AGREEMENT. Subject to the limitations set forth herein, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.
Lockheed Martin Corporation Lockheed Martin Aeronautics Company
| _____________________________ | _______________ |
| Date |
[INSERT LICENSEE NAME]
| _____________________________ | _______________ | |
| Date |
Appendix A - Licensed Technical Data
· F-16 Wiring Harness Document 16PR15634B
· F-16 Wiring Harness Document 16PR15635D
· F-16 Wiring Harness Document 16PR15636C
File details come from the government source that posted it. Updated .