Atch_3_-_Data_Rights_in_GEARSS.pdf

SPACE AND MISSILE SYSTEMS CENTER (SMC)

Global Positioning Systems (GPS) Directorate

Engineering, Analysis & Remote Site Sustainment

(GEARSS)

ATTACHMENT 3 – Rights in Data (Including Technical Data, Computer Software, and Computer Software Documentation)

Request for Proposal

FA8823-15-R-0004

10 April 2015

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FA8823-15-R-000X Attachment 3: Rights in Data

a. Introduction. The purpose of this Attachment 3 is to identify the rights the U.S. Government will acquire to all GEARSS technical data, computer software and computer software documentation delivered or otherwise provided to the Government during performance of this contract. Subsection c.(1) identifies the rights the U.S. Government will acquire to all such noncommercial technical data, computer software and computer software documentation.

Subsection c.(2) identifies the rights the U.S. Government will acquire to all such commercial item technical data, computer software and computer software documentation. Subsection c.(3) identifies the rights the U.S. Government will acquire to all data that is not technical data or computer software delivered or otherwise provided to the U.S. Government during performance of this contract. Subsection c.(4) identifies the rights the U.S. Government will acquire to all data used by the Contractor to create any CDRL required to be delivered or otherwise provided to the U.S. Government during performance of this contract.

b. Definitions.

“Data” includes technical data, computer software, computer software documentation (as those terms are defined in this subsection), and cost/financial/schedule required to be delivered via Exhibit A.

“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).

“Covered government support contractor” is defined in DFARS 252.227-7015(a)(2).

“Firmware” is defined in SMC Standard SMC-S-012.

“Licensee” is defined as the SE&I contractor.

“Licensor” is defined as the owner (e.g., subcontractor) of commercial item technical data, computer software, or computer software documentation.

“Technical data” is defined in DFARS 252.227-7013(a)(15).

c. Types of Rights.

(1) Rights in noncommercial technical data, computer software and computer software documentation. Reserved.

(2) Rights in commercial technical data, computer software and computer software documentation. Reserved.

(3) 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. The Government may not, without the written permission of the Contractor, release or disclose that data outside the

Government, use the data for manufacture, or authorize the 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 such data by the following persons outside the

Government (including their subcontractors) to perform their respective contract(s) listed below:

The Aerospace Corporation (Contract FA8802-14-C-0001)

MITRE Corporation (Contract FA87002-14-C-0001, Project No. 6S00 (Warfighter

Support), Work Package 6SC0 (Global Positioning System)

Leidos, Inc. (Contract FA8807-14-C-0006 (GPS Systems Engineering & Integration

(SE&I) Bridge 4.0)

The Contractor agrees that the Government shall have the right to unilaterally add or delete covered government support contractors (and contracts) from this list at any time, 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.

Table 3

Rights in Data Other Than Technical Data, Computer Software or Computer Software Documentation

Column 1 Column 2 Column 3

CDRL NO.

DATA ITEM TITLE

(SUBTITLE)

PRICE

A001 Data Accession List (DAL)

(4) Special License Rights Category B (“SLRC-B”): The Government and the persons listed below (including their subcontractors) shall have the right to review all data used by the Contractor (except data classified as attorney-client privileged or attorney work-product privileged) to create any data listed in CDRL A001 (including, if necessary, at the Contractor’s and subcontractors’ facilities) to verify the currency, accuracy and completeness of the data contained in that data:

The Aerospace Corporation

MITRE Corporation

Leidos,Inc.

The price for this license is $____**____. The Contractor agrees that the Government shall have the right to unilaterally add or delete covered government support contractors

(and contracts) from this list at any time, 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.

The Contractor agrees that the Government shall have the right to unilaterally add or delete covered government support contractors (and contracts) from this list at any time, 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.

d. Additional marking requirements.

(1) If a CDRL listed in Table 3 will be delivered with Special License Rights Category A described in subsection c.(3) above, the Contractor shall affix to the cover page of that

CDRL the legend prescribed by DFARS 252.227-7013(f)(4) and 252.227-7014(f)(4), delete the word “technical” from that legend, and insert the following text immediately after the phrase “License No.” in that legend: “SLRC-A/____**___ PROPRIETARY”.

If a document described in subsection c.(4) is provided to the Government, the Contractor shall affix to the cover page of that document the legend contained in DFARS 252.227-

7013(f)(4) delete the word “technical” from that legend, and insert the following text immediately after the phrase “License No.”: “SLRC-B/___**___ PROPRIETARY”.

Under such circumstances, the Contractor shall also physically attach a copy of this

Attachment to that CDRL.

(2) Reserved.

(3) The Contractor acknowledges that, given the types of licenses described in subsections c.(3-5) that apply to (i) specific persons for (ii) specific purposes for (iii) specific items of data (iv) delivered at specific times during performance of this contract, failure to affix the proper restrictive marking to the appropriate data prior to delivering or otherwise providing that data to the Government exponentially increases the risk that that data will be released to unauthorized persons for unauthorized purposes. Accordingly, in addition to the release from liability contained in DFARS 252.227-7013(b)(6) and

252.227-7014(b)(6), the Contractor agrees to release the Government from liability for any release or disclosure of data other than technical data, computer software, and computer software documentation made in accordance with this Attachment if any CDRL delivered to the Government does not comply in all respects with the marking requirements specified herein.

e. Allocability of Costs to CLINs. The price of the rights described above in subsections c.(1-4) associated with its corresponding CDRL is built into the price of CLINs 0001 and, if exercised, option CLINs 1002, 2002, and 3002.

f. Updates. Reserved.

g. License transference. Any license associated with any technical data, computer software, or computer software documentation delivered under any CLIN shall transfer upon delivery of that

CDRL or CLIN to the Government.

h. Prohibition against nondisclosure agreements. Reserved.

i. Order of Precedence: Reserved.

j. Deferred Ordering. In accordance with DFARS 252.227-7027 (Deferred Ordering of

Technical Data or Computer Software) the Government may order any technical data or computer software generated in the performance of this contract or any subcontract hereunder anytime during the performance of this contract or within a period of three years after acceptance of all items (other than technical data or computer software) to be delivered under this contract or the termination of this contract. Accordingly, the Contractor shall list all such items generated in the performance of this contract or any subcontract hereinunder in CDRL A001. Prior to ordering any such item, the Government will submit to the Contractor proposed modifications to this attachment that will replace the “Reserved” paragraphs with appropriate text identifying the rights the Government will acquire to any such items ordered pursuant to DFARS 252.227-7027.

For details, see, e.g., Contract FA8807-15-C-______ (GPS Systems Engineering & Integration).