Model Contract - 80MSFC26R0003.pdf

SECTION

15A. NAME AND

ADDRESS

OF OFFEROR

SOLICITATION, OFFER, AND AWARD 1. This Contract is a Rated Order under the Defense Priorities and Allocations System (DPAS) - Code of Federal Regulations - at 15 CFR 700.

RATING PAGE OF PAGES

2. CONTRACT NUMBER 3. SOLICITATION NUMBER 4. TYPE OF SOLICITATION 5. DATE ISSUED 6. REQUISITION/PURCHASE NUMBER

CODE7. ISSUED BY 8. ADDRESS OFFER TO (If other than item 7)

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

SOLICITATION

9. Sealed offers in original and copies for furnishings the supplies or services in the Schedule will be received at the place specified in item 8, or if hand carried, in the depository located in until local time

CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L, Provision Number 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

10. FOR

INFORMATION

CALL:

A. NAME B. TELEPHONE (NO COLLECT CALLS)

AREA CODE NUMBER EXTENSION

C. EMAIL ADDRESS

11. TABLE OF CONTENTS

(X) DESCRIPTION PAGE(S) (X) SECTION PAGE(S)DESCRIPTION

A

B

C

D

E

F

G

H

I

J

K

L

M EVALUATION FACTORS FOR AWARD

INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

REPRESENTATIONS, CERTIFICATIONS AND OTHER

STATEMENTS OF OFFERORS

PART IV - REPRESENTATIONS AND INSTRUCTIONS

LIST OF ATTACHMENTS

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

CONTRACT CLAUSESSOLICITATION/CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/COSTS

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

PACKAGING AND MARKING

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

CONTRACT ADMINISTRATION DATA

SPECIAL CONTRACT REQUIREMENTS

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

OFFER (Must be fully completed by offeror)

12. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, Clause Number 52.232-8)

14. ACKNOWLEDGMENT OF AMENDMENTS

(The offeror acknowledges receipt of amendments to the SOLICITATION for offerors and related documents numbered and dated):

10 CALENDAR DAYS (%) 20 CALENDAR DAYS (%) 30 CALENDAR DAYS (%) CALENDAR DAYS (%)

DATEAMENDMENT NUMBERAMENDMENT NUMBER DATE

CODE FACILITY 16. NAME AND THE TITLE OF PERSON AUTHORIZED TO SIGN OFFER

(Type or print)

15B. TELEPHONE NUMBER

AREA CODE NUMBER EXTENSION

15C. CHECK IF REMITTANCE ADDRESS IS

DIFFERENT FROM ABOVE - ENTER

SUCH ADDRESS IN SCHEDULE.

17. SIGNATURE 18. OFFER DATE

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

22. AUTHORITY FOR USING OTHER THAN FULL OPEN COMPETITION UNDER THE

UNITED STATES CODE AT:

10 U.S.C. 3204(a) 41 U.S.C. 3304(a) ( )

24. ADMINISTERED BY (If other than Item 7)

26. NAME OF CONTRACTING OFFICER (Type or print)

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

23. SUBMIT INVOICES TO ADDRESS SHOWN IN

(4 copies unless otherwise specified)

25. PAYMENT WILL BE MADE BY

27. UNITED STATES OF AMERICA (Signature of Contracting Officer) 28. AWARD DATE

CODE

ITEM

STANDARD FORM 33 (REV. 12/2022)

Prescribed by GSA - FAR (48 CFR) 53.214 (c)

SEALED BID (IFB) INVITATION FOR BID

NEGOTIATED (RFP) REQUEST FOR

PROPOSAL

(Hour) (Date)

PART I - THE SCHEDULE PART II - CONTRACT CLAUSES

Section B - Supplies or Services and Prices/Cost

Item Supplies/Service Dates Quantity Unit

Ground and Lunar Demonstration

Product Service Code: AR11 Severability: Yes Firm Fixed Price

Period of Performance From

27 OCT 2026

To

26 OCT 2028

1.0 Job

Special Topics

Product Service Code: AR11 Severability: Yes Firm Fixed Price

Period of Performance From

27 OCT 2026

To

26 OCT 2028

1.0 Job

Additional Information/Notes

B.1 GENERAL

The Contractor shall furnish the services and deliverables described in Section C and in individual Task Orders (TOs) issued under this Contract. The Contract Line Items Numbers (CLINs) listed in this Section establish the scope categories under which Task Orders may be issued.

All Task Orders issued under this contract shall be Firm-Fixed-Price (FFP) unless otherwise authorized by the Contracting Officer.

The CLINs in this Section serve only as ordering vehicles.

Pricing for work will be established only at the Task Order level.

B.2 TASK ORDER PRICING (FFP)

a. All Task Orders issued under this contract shall be Firm-Fixed-Price (FFP).

b. Each Task Order shall include the following:

- Task Order CLINs (TO-CLINs) derived from Section B categories

- FFP pricing for each TO-CLIN

- Payment schedule (e.g., milestone-based or deliverable-based)

c. No work is authorized without a fully executed Task Order.

B.3 NOT-TO-EXCEED (NTE) CONTRACT CEILING

The total amount that may be ordered under this contract shall not exceed:

$TBD

B.4 OBLIGATION OF FUNDS

Funding shall be obligated at the Task Order level.

B.5 FEE

Since all Task Orders are Firm-Fixed-Price, fee is included within the FFP amount and is not separately stated.

NFS Clauses Incorporated by Full Text

1852.216-78 Firm-Fixed-Price (Dec 2025) (DEVIATION)

The total firm-fixed-price of this contract is $ . TBD (End of clause)

MSFC Clauses Incorporated by Full Text

MSFC 52.216-91 Supplies and/or Services to be Provided and Type of Contract (Jan 2025)

(a) The contractor shall provide all resources (except as expressly stated in the contract as furnished by the Government) necessary to perform and/or deliver the services in accordance with Attachment , TBD Statement

.of Work

(b) The effort will be performed utilizing an indefinite-delivery, indefinite-quantity (IDIQ) contract with firm fixed-price (FFP) task orders (TO)

(c) IDIQ ordering shall be performed in accordance with Federal Acquisition Regulation (FAR) Clause 52.216-18, Ordering, FAR Clause 52.216-19, Order Limitations, and NASA FAR Supplement (NFS) Clause 1852.216-80, Task Ordering Procedure - Alternate II. A listing of TOs awarded will be maintained as Attachment TBD, Indefinite-Delivery, Indefinite-Quantity (IDIQ) Task Orders.

(d) __________________

(e) __________________

(End of Clause)

MSFC 52.227-91 Data Requirements (Jun 2017)

(a) The contractor shall furnish all data identified and described in the data requirements list (DRL) of the data procurement document (DPD) which is attached to this contract. All expenses associated therewith are included in the estimated cost or firm fixed price of this contract, or any associated task orders if applicable.

(b) The Government reserves the right to delay the delivery of any or all data requirements descriptions (DRDs) specified in the DRL and such right may be exercised at no increase to the estimated cost or firm fixed price of this contract or any associated task orders.

(c) Nothing contained in this clause shall relieve the contractor from delivering data that is not identified and described in the DRL/DPD, but required under another section of this contract.

(d) To the extent that data required to be delivered under a DRD is also required to be delivered under another section of the contract, the requirements established by both the DRD and such other contract section shall apply. In the event of a conflict between the data requirements of the DPD and another contract section, the specific contract section will take precedence.

(End of clause)

(End Of Section)

Section C - Description/Specifications/Statement of Work

Requirements

Additional Information/Notes

C.1 SCOPE

The Contractor shall provide innovative solutions to advance lunar mission capabilities in key topic areas to support NASA's technology development and mission concept maturation activities. Work performed under this contract includes demonstration and testing, engineering and performance analysis, concept exploration, and interoperability. Specific requirements will be defined in individual Task Orders (TOs) issued under this Contract.

C.2 BACKGROUND

NASA conducts research and development activities to advance human exploration, science missions, and technology demonstration programs through systematic concept exploration and maturation processes. This contract provides analytical and research support for investigating mission concepts, assessing technical feasibility, conducting experimental risk reduction activities, and developing the scientific foundation necessary to support informed decision-making for future system development efforts. Contractor support is required to provide specialized expertise in concept analysis, investigation of candidate requirements, experimental research methodologies, and focused technical studies.

C.3 GENERAL REQUIREMENTS

The Contractor shall furnish all labor, services, equipment, tools, facilities (except as provided by the Government), and management necessary to perform the tasks order awarded under this contract. All work shall:

a. Comply with NASA technical standards and center-specific requirements.

b. Follow systems engineering, configuration management, and risk management processes.

c. Be planned, executed, and reported in accordance with the requirements of this Section C and applicable Task Orders.

d. Include timely submission of data deliverables

e. Maintain focus on analytical investigation and research activities rather than hardware development.

C.4 CONTRACT LINE ITEM (CLIN) DESCRIPTION

The following paragraphs define the technical content associated with each Contract Line Item Number (CLIN) in Section B. The specific activities and deliverables will be defined in the Task Orders issued during the performance period.

C.4.1 CLIN 0001 -- Ground and Lunar Demonstration

This is a concept maturation effort that makes use of ground-based analogs and lunar orbit or surface to raise the readiness of the proposed concepts and to demonstrate their feasibility. NASA expects that maturing these concepts may require multiple testing opportunities to characterize performance and reliability against environmental challenges like extreme lighting, prolonged cold, and abrasive lunar dust. Proposers must determine the optimal number of demonstrations (ground and, if applicable, flight) for each phase based on iteration expected to reach the desired exit criteria. Where existing hardware must be modified or new hardware developed for demonstration, proposers should account for the likelihood that the first flight may serve as a hardware shakedown. Proposals should have a basis in prior efforts that offer some reasonable assurance the intended concept is achievable. NASA will provide consultation, where feasible, to help proposers select the appropriate ground facilities or flight opportunities to lower costs and accelerate learning.

C.4.2 CLIN 0002 -- Special Studies

Targeted analytical investigations addressing specialized questions and emerging needs, including technology assessments, regulatory analysis, market studies, partnership opportunities, and interdisciplinary research requiring focused expertise outside standard maturity progression, including contract initiation kickoff efforts.

C-301.5, Right to Repair (JUN 2026)

Definitions:

Right to repair means the ability of the Government to diagnose, maintain, repair, reconstruct, remanufacture, re-flash, or rebuild the product(s) delivered under the contract without waiting for the contractor to perform these tasks, and without negating any warranty clause or otherwise excusing the contractor from performance obligations. The right to repair supersedes any requirement, clause, or provision stated elsewhere in this contract that requires the contractor to attempt repair before the Government can attempt repair. The term "right of repair" can be used interchangeably with "right to repair".

Use, Maintenance, Repair Data and Instructions (UMRDI ) means: all documentation, data, and other information necessary to enable the Government to perform maintenance and repair such as specifications, parts, tools, schematics, software, and technical documentation necessary for internal manufacturing, repair, and operations.

To preserve NASA's repair and operation autonomy in contracts to diagnose, maintain, repair, reconstruct, remanufacture, re-flash, or rebuild the product(s) delivered under the contract, the contractor must provide Use, Maintenance, Repair Data and Instructions (UMRDI) data in accordance with the DRD entitled, "UMRDI."

NASA may conduct these activities itself or designate another entity to perform repairs on its behalf (NASA designee) without waiting for the contractor to perform these tasks, without negating any warranties, and otherwise excusing the contractor from performance obligations. The right to repair supersedes any right stated elsewhere in this contract that requires the contractor to attempt repair before the Government can attempt repair.

The delivery of UMRDI will be in accordance with the DRD entitled, "UMRDI", and the rights in any UMRDI will be in accordance with FAR 52.227-14 (as modified by NFS 1852.227-14). The contractor must not impose restrictions on the use of UMRDI when it is used in accordance with the contract's data rights terms.

Additionally, no conditions shall be added nor shall any warranties applicable to this contract include language that void the warranty based on NASA or its designee's right to repair activities. NASA or its designee will provide access to the contractor to inspect any repairs performed. Contractors must supply or provide access to NASA or its designees original equipment manufacturer (OEM) parts and tools necessary to complete the Government's right to repair activities, unless prior approval is obtained for non-OEM parts or tools.

Failure to comply with these requirements may affect contractor performance ratings, result in withholding of contract payments, or render the contractor to be noncompliant to the contract requirements.

C-301.7, GOVERNMENT INSIGHT (OCT 2026)

(a) Purpose and Applicability

This requirements statement establishes the Government's right to obtain Insight into contractor and subcontractor activities, data, and processes necessary to understand technical progress, schedule execution, risk posture, and overall contract performance. The requirements apply to the contractor and to all subcontractors and suppliers performing work or providing data that support safety-critical activities or any requirements identified in the "Insight and Collaboration Plan" Data Requirements Description (DRD).

(b) Definitions

1. Insight "Insight" means the Government obtaining information to gain an understanding of Contractor activities and data, including information required to assess technical progress, schedule performance, risk management, and compliance with contract requirements. Insight does not confer approval authority, although information obtained through Insight may be used to support separate Government approval processes.

2. Safety-Critical "Safety-Critical" refers to any condition, operation, process, function, equipment, system, or software/firmware whose failure, degradation, or improper performance could result in injury, loss of life, loss of mission, or damage to Government property or assets.

(c) Government Insight

The contractor must provide the Government with timely, accurate, and complete information via the Insight process. Such information will include, but is not limited to:

1. Technical Development Activities Design and development data, analyses, testing results, verification and validation products, configuration documentation, performance metrics, and risk management artifacts.

2. Program Management Information Schedules, work authorization documentation, subcontractor performance data, supply-chain status, manufacturing progress, deficiency reporting, and corrective action implementation status.

3. Operations and Mission Activities Operational procedures, hazard analyses, mission rules, training materials, launch-site or integration activities, and related operational products.

4. Meetings and Events Attendance at contractor meetings, design reviews, configuration audits, safety reviews, readiness reviews, supplier reviews, and major test or demonstration events.

5. Facilities, Systems, and Documentation Access to facilities, systems, data repositories, models, analysis tools, and documents necessary to support Insight.

(d) Contractor Responsibilities

1. Timeliness The contractor must provide Insight information in the format and timeframe requested by the Government.

2. Third-Party Data Rights The contractor must obtain the appropriate data rights with its suppliers, subcontractors, or similar relationships to facilitate the Government's full Insight into contractor's performance.

These agreements shall provide the Government adequate access to Insight information developed, maintained, or controlled by entities at any tier.

3. Accuracy and Completeness All Insight submitted to the Government must be accurate, current, complete, and consistent with the contractor's internal management systems to the maximum extent practicable.

(e) Subcontractor and Supplier Flowdown

The contractor will incorporate this requirements statement into all subcontracts and supplier agreements that involve the development, analysis, fabrication, testing, operation, or support of safety-critical items, or any work otherwise designated for Government insight. Flowdown will ensure that the Government receives equivalent access at all subcontract tiers.

(f) Relationship with Other Contract Requirements

Insight does not relieve the contractor of responsibility for meeting all contract requirements, nor does it modify risk allocation under the contract. Insight activities do not constitute Government direction, authorization to proceed, or approval except where separate contract clauses explicitly convey such authority.

Nothing in this clause permits the contractor to shift accountability for technical, schedule, or cost performance to the Government.

(g) Data Rights

Data Obtained by the Government via Insight will be deemed data delivered under FAR 52.227-14, Rights in Data -General.

MSFC Clauses Incorporated by Full Text

MSFC 52.211-93 Description/Specifications/Statement of Work (May 2019)

The Description/Specifications/Statement of Work/Performance Work Statement is located in Attachment .TBD, Statement of Work

(End of clause)

Section E - Inspection and Acceptance

FAR Clauses Incorporated by Reference

Number Title Effective Date

52.246-4 Inspection of Services-Fixed-Price. Aug 1996

52.246-7 Inspection of Research and Development-Fixed-Price. Aug 1996

Section F - Deliveries or Performance

Line Item 0001

Performance

Period of Performance

Period of Performance From

27 OCT 2026

To

26 OCT 2028

Line Item 0002

Performance

Period of Performance

Period of Performance From

27 OCT 2026

To

26 OCT 2028

FAR Clauses Incorporated by Reference

Number Title Effective Date

52.242-15 Stop-Work Order. Aug 1989

52.242-15 Stop-Work Order. Alternate I Apr 1984

MSFC Clauses Incorporated by Full Text

MSFC 52.237-91 Place of Performance (Jul 2018)

The Contractor shall perform the work under this contract at , and at such other locations contractor location as may be approved in writing by the Contracting Officer.

(End of clause)

Section G - Contract Administration Data

NFS Clauses Incorporated by Reference

Number Title Effective Date

1852.225-73 Travel Outside of the United States Feb 2026

1852.227-70 New Technology Other than a Small Business Firm or Nonprofit Organization.

Apr 2015

1852.227-72 Designation of New Technology Representative and Patent Representative (Deviation)

Jun 2026

1852.245-75 Property Management Changes. Jan 2011

1852.245-78 Physical Inventory of Capital Personal Property. Aug 2015

NFS Clauses Incorporated by Full Text

1852.232-80 Submission of Vouchers/Invoices for Payment. (Apr 2018)

(a) The designated payment office is the NASA Shared Services Center (NSSC) located at FMD Accounts Payable, Bldg. 1111, Jerry Hlass Road, Stennis Space Center, MS 39529.

(b) Except for classified vouchers, the Contractor shall submit all vouchers and invoices using the steps described at NSSC's Vendor Payment information Web site at: .https://www.nssc.nasa.gov/vendorpayment Please contact the NSSC Customer Contact Center at 1–877–NSSC123 (1–877–677–2123) with any additional questions or comments.

(c) Payment requests.

(1) The payment periods are stipulated in the payment clause(s) contained in this contract.

(2) Vouchers submitted under cost type contracts and invoices submitted under fixed-price contracts shall include the items delineated in FAR 32.905(b) supported by relevant back-up documentation. Back-up documentation shall include at a minimum, the following information:

(i) Vouchers.

(A) Breakdown of billed labor costs and associated contractor generated supporting documentation for billed direct labor costs to include rates used and number of hours incurred.

(B) Breakdown of billed other direct costs (ODCs) and associated contractor generated supporting documentation for billed ODCs.

(C) Indirect rate(s) used to calculate the amount of billed indirect expenses.

(D) Progress reports, as required.

(ii) Invoices.

https://www.nssc.nasa.gov/vendorpayment

(A) Description of goods and services delivered as part of the contract's terms and conditions, including the dates of delivery/performance.

(B) Progress reports, as required.

(C) Date goods and services were performed.

(iii) Fee vouchers.

(A) Listing of all provisionally-billed fee by period or date earned since contract award.

(B) A reconciliation of all billed and earned fee.

(C) A clear explanation of the fee calculations.

(d) The Contractor may submit a non-electronic voucher/invoice using the Non-electronic payment requests.

steps for non-electronic payment requests described at when any of ,https://www.nssc.nasa.gov/vendorpayment the following conditions are met:

(1) The Contracting Officer administering the contract for payment has determined, in writing, that electronic submission would be unduly burdensome to the Contractor.

(2) The contract includes provisions allowing the contractor to submit vouchers or invoices using the steps for non-electronic payment. In such instances the Contractor agrees to submit non-electronic payment requests using the method or methods specified in Section G of the contract.

(e) Improper vouchers/invoices. The NSSC Payment Office will notify the contractor of any apparent error, defect, or impropriety in a voucher/invoice within seven calendar days of receipt by the NSSC Payment Office.

Inquiries regarding requests for payment should be directed to the NSSC as specified in of this paragraph (b) section.

(f) In addition to the requirements of this clause, the Contractor shall meet the Other payment clauses.

requirements of the appropriate payment clauses in this contract when submitting payment requests.

(g) In the event that amounts are withheld from payment in accordance with provisions of this contract, a separate payment request for the amount withheld will be required before payment for that amount may be made.

(End of clause)

(End Of Section) https://www.nssc.nasa.gov/vendorpayment https://www.ecfr.gov/current/title-48/section-1852.232-80#p-1852.232-80(b)

Section H - Special Contract Requirements

NFS Clauses Incorporated by Reference

Number Title Effective Date

1852.208-81 Restrictions on Printing and Duplicating (Deviation) Sep 2025

1852.226-73 Major Breach of Safety or Security Feb 2026

1852.228-78 Cross-Waiver of Liability for Science or Space Exploration Activities Unrelated to International Space Station.

Oct 2012

1852.235-73 Final Scientific and Technical Reports Alternate II (Deviation) Sep 2025

1852.242-72 Denied Access to NASA Facilities. Oct 2015

NFS Clauses Incorporated by Full Text

1852.225-70 Export Licenses (Dec 2025) (DEVIATION)

(a) The contractor shall comply with all U.S. export control laws and regulations, including the International Traffic in Arms Regulations (ITAR), 22 CFR Parts 120 through 130, and the Export Administration Regulations (EAR), 15 CFR Parts 730 through 799, in the performance of this contract. In the absence of available license exemptions/exceptions, the contractor shall be responsible for obtaining the appropriate licenses or other approvals, if required, for exports of hardware, technical data, and software, or for the provision of technical assistance.

(b) The contractor shall be responsible for obtaining export licenses, if required, before utilizing foreign persons in the performance of this contract, including instances where the work is to be performed on-site at any NASA

, where the foreign person will have access to export-controlled technical data or software.installation

(c) The contractor shall be responsible for all regulatory record keeping requirements associated with the use of licenses and license exemptions/exceptions.

(d) The contractor shall be responsible for ensuring that the provisions of this clause apply to its subcontractors.

(End of clause)

1852.225-70 Export Licenses (Dec 2025)-Alternate I (DEVIATION)

(e) The contractor may request, in writing, that the contracting officer authorize it to export ITAR-controlled technical data (including software) pursuant to the exemption at 22 CFR 125.4(b)(3). The contracting officer or designated representative may authorize or direct the use of the exemption where the data does not disclose details of the design, development, production, or manufacture of any defense article.

1852.232-77 Limitations of Funds (Fixed-Price Contract). (Mar 1989)

(a) Of the total price of itemsTBD throughTBD, the sum of $TBD is presently available for payment and allotted to this contract. It is anticipated that from time to time additional funds will be allocated to the contract in accordance with the following schedule, until the total price of said items is allotted:

SCHEDULE FOR ALLOTMENT OF FUNDS

DATE

AMOUNTS

(b) The Contractor agrees to perform or have performed work on the items specified in paragraph (a) of this clause up to the point at which, if this contract is terminated pursuant to the Termination for Convenience of the Government clause of this contract, the total amount payable by the Government (including amounts payable for subcontracts and settlement costs) pursuant to paragraphs (f) and (g) of that clause would, in the exercise of reasonable judgment by the Contractor, approximate the total amount at the time allotted to the contract. The Contractor is not obligated to continue performance of the work beyond that point. The Government is not obligated in any event to pay or reimburse the Contractor more than the amount from time to time allotted to the contract, anything to the contrary in the Termination for Convenience of the Government clause notwithstanding.

(c)

(1) It is contemplated that funds presently allotted to this contract will cover the work to be performed until

.TBD

(2) If funds allotted are considered by the Contractor to be inadequate to cover the work to be performed until that date, or an agreed date substituted for it, the Contractor shall notify the Contracting Officer in writing when within the next 60 days the work will reach a point at which, if the contract is terminated pursuant to the

Termination for Convenience of the Government clause of this contract, the total amount payable by the Government (including amounts payable for subcontracts and settlement costs) pursuant to paragraphs (f) and

(g) of that clause will approximate 75 percent of the total amount then allotted to the contract.

(3)

(i) The notice shall state the estimated date when the point referred to in paragraph (c)(2) of this clause will be reached and the estimated amount of additional funds required to continue performance to the date specified in paragraph (c)(1) of this clause, or an agreed date substituted for it.

(ii) The Contractor shall, 60 days in advance of the date specified in paragraph (c)(1) of this clause, or an agreed date substituted for it, advise the Contracting Officer in writing as to the estimated amount of additional funds required for the timely performance of the contract for a further period as may be specified in the contract or otherwise agreed to by the parties.

(4) If, after the notification referred to in paragraph (c)(3)(ii) of this clause, additional funds are not allotted by the date specified in paragraph (c)(1) of this clause, or an agreed date substituted for it, the Contracting Officer shall, upon the Contractor's written request, terminate this contract on that date or on the date set forth in the request, whichever is later, pursuant to the Termination for Convenience of the Government clause.

(d) When additional funds are allotted from time to time for continued performance of the work under this contract, the parties shall agree on the applicable period of contract performance to be covered by these funds.

The provisions of paragraphs (b) and (c) of this clause shall apply to these additional allotted funds and the substituted date pertaining to them, and the contract shall be modified accordingly.

(e) If, solely by reason of the Government's failure to allot additional funds in amounts sufficient for the timely performance of this contract, the Contractor incurs additional costs or is delayed in the performance of the work under this contract, and if additional funds are allotted, an equitable adjustment shall be made in the price or prices (including appropriate target, billing, and ceiling prices where applicable) of the items to be delivered, or in the time of delivery, or both.

(f) The Government may at any time before termination, and, with the consent of the Contractor, after notice of termination, allot additional funds for this contract.

(g) The provisions of this clause with respect to termination shall in no way be deemed to limit the rights of the Government under the default clause of this contract. The provisions of this Limitation of Funds clause are limited to the work on and allotment of funds for the items set forth in paragraph (a). This clause shall become inoperative upon the allotment of funds for the total price of said work except for rights and obligations then existing under this clause.

(h) Nothing in this clause shall affect the right of the Government to terminate this contract pursuant to the Termination for Convenience of the Government clause of this contract.

(End of clause)

1852.235-74 Additional Reports of Work -- Research and Development (Sep 2025) (DEVIATION)

In addition to the final report required under this contract, the Contractor must submit the following report(s) to the Contracting Officer Representative (COR) via the Contracting Officer:

(a) Monthly progress reports. The Contractor must submit separate monthly reports of all work accomplished during each month of contract performance. Reports must be in narrative form, brief, and informal. They must include a quantitative description of progress, an indication of any current problems that may impede performance, proposed corrective action, and a discussion of the work to be performed during the next monthly reporting period.

(b) Quarterly progress reports. The Contractor must submit separate quarterly reports of all work accomplished during each three-month period of contract performance. In addition to factual data, these reports should include a separate analysis section interpreting the results obtained, recommending further action, and relating occurrences to the ultimate objectives of the contract. Sufficient diagrams, sketches, curves, photographs, and drawings should be included to convey the intended meaning.

(c) Submission dates. Monthly and quarterly reports must be submitted by the 15th day of the month following the month or quarter being reported. If the contract is awarded beyond the middle of a month, the first monthly report must cover the period from award until the end of the following month. No monthly report need be submitted for the third month of contract effort for which a quarterly report is required. No quarterly report need be submitted for the final three months of contract effort since that period will be covered in the final report. The final report must be submitted within days after the completion of the effort under the contract.

(End of clause)

MSFC Clauses Incorporated by Full Text

MSFC 52.209-91 Associate Contractor Agreements (ACA) (Apr 2017)

(a) The contractor shall enter into an ACA for any portion of the contract requiring cooperation and coordination with another NASA contractor in order to achieve successful contract performance.

(b) ACA shall include the following:

(1) Identification of the parties and the relevant NASA contract (see paragraph (e)).

(2) The specific area(s) of the contract requiring cooperation and coordination.

(3) A description of the proposed interfaces for each area.

(4) The specific nature of the cooperation and coordination for each area in terms of sharing technical data, knowledge, expertise, and/or other resources.

(5) Obligations regarding the protection of proprietary information and/or other restrictions on personnel.

(6) The identification of any organizational conflict of interest (OCI) created as a result of the ACA.

(Resolution of identified OCIs shall be appended to the OCI plan in accordance with .TBD

(7) Expiration date or event.

(c) Prior to execution, a copy of each ACA shall be provided to the Contracting Officer for review and comment. However, notwithstanding the review and comment by the Contracting Officer, the Contractor shall remain fully responsible for the ACA and the successful performance of this contract. Furthermore, the Government shall not be liable in any manner for either a breach of the ACA by a party or the failure to resolve a disagreement with an associate contractor.

(d) Initial ACAs shall be in place within three months of contract award. Subsequent ACAs required during contract performance shall be executed within three months of written notification from the Contracting Officer.

(e) An initial ACA is required for each of the following relevant NASA contracts:

TBD

(End of clause)

MSFC 52.209-92 Disclosure of Organizational Conflict of Interest (OCI) After Contract Award (May 2017)

(a) If the Contractor identifies an actual or potential organizational conflict of interest that has not already been adequately disclosed and resolved (or waived in accordance with FAR 9.503), the Contractor shall make a prompt and full disclosure in writing to the Contracting Officer. This disclosure shall include a description of the action the Contractor has taken or proposes to take in order or resolve the conflict. This reporting requirement also includes subcontractors’ actual or potential organizational conflicts of interest not adequately disclosed and resolved prior to award.

(b) Organizational Conflict of Interest Plan. If there is an OCI plan in the contract, the Contractor shall periodically update the plan, based on changes such as changes to the legal entity, the overall structure of the organization, subcontractor arrangements, contractor management, ownership, ownership relationships or modification of the work scope.

(End of clause)

MSFC 52.209-94 Resolution of Organizational Conflicts of Interest (Mar 2022)

(a) The Organizational Conflict of Interest (OCI) Plan and its obligations (which includes any appended resolution strategies related to identified OCIs), are hereby incorporated in the contract by reference.

(b) Changes. (1) Either the Contractor or the Government may propose changes to the OCI Plan. Such changes are subject to the mutual agreement of the parties and will become effective only upon incorporating the change into the plan by contract amendment.

(2) In the event that the Government and the Contractor cannot agree upon a mutually acceptable change, the Government reserves the right to make a unilateral change to the OCI Plan as necessary, with the approval of the head of the contracting activity, subject to Contractor appeal as provided in the Disputes clause.

(c) Violation. The Contractor shall report any violation of the OCI Plan, whether by its own personnel or those of the Government or other contractors, to the Contracting Officer (CO) as soon as possible, but no later than three business days after discovery of the incident. This report shall include a description of the violation and the actions the Contractor has taken or proposes to take to mitigate and avoid repetition of the violation.

After conducting such further inquiries and discussions as may be necessary, the CO and the Contractor shall agree on appropriate corrective action, if any. If, in the event that the CO and Contractor cannot come to an agreement, the CO may unilaterally direct corrective action as it relates to the performance of the contract.

(d) Breach. Any breach of the above restrictions or any nondisclosure or misrepresentation of any relevant facts required regarding OCI to be disclosed may result in termination of this contract for default or other remedies as may be available under law or regulation.

(e) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (e), in subcontracts where the work includes or may include tasks related to the OCI. The terms “Contractor” and “Contracting Officer” shall be appropriately modified to reflect the change in parties and to preserve the Government’s rights.

(End of clause)

Section I - Contract Clauses

Additional Information/Notes

FAR 52.227-14 RIGHTS IN DATA-GENERAL (MAY 2014) AS MODIFIED BY NASA FAR

SUPPLEMENT 1852.227-14 (JUN 2026) (DEVIATION), including ALTERNATE II (DEC 2007), AND

ALTERNATE III (DEC 2007)

(a) As used in this clause-Definitions.

Computer database or "database means" a collection of recorded information in a form capable of, and for the purpose of, being stored in, processed, and operated on by a computer. The term does not include computer software.

Computer software-

(1) Means

(i) Computer programs that comprise a series of instructions, rules, routines, or statements, regardless of the media in which recorded, that allow or cause a computer to perform a specific operation or series of operations;

and

(ii) Recorded information comprising source code listings, design details, algorithms, processes, flow charts, formulas, and related material that would enable the computer program to be produced, created, or compiled.

(2) Does not include computer databases or computer software documentation.

Computer software documentation means owner's manuals, user's manuals, installation instructions, operating instructions, and other similar items, regardless of storage medium, that explain the capabilities of the computer software or provide instructions for using the software.

Data means recorded information, regardless of form or the media on which it may be recorded. The term includes technical data and computer software. The term does not include information incidental to contract administration, such as financial, administrative, cost or pricing, or management information.

Form, fit, and function data means data relating to items, components, or processes that are sufficient to enable physical and functional interchangeability, and data identifying source, size, configuration, mating and attachment characteristics, functional characteristics, and performance requirements. For computer software it means data identifying source, functional characteristics, and performance requirements but specifically excludes the source code, algorithms, processes, formulas, and flow charts of the software.

Limited rights means the rights of the Government in limited rights data as set forth in the Limited Rights Notice of paragraph (g)(3) if included in this clause.

Limited rights data means data, other than computer software, that embody trade secrets or are commercial or financial and confidential or privileged, to the extent that such data pertain to items, components, or processes developed at private expense, including minor modifications.

Restricted computer software means computer software developed at private expense and that is a trade secret, is commercial or financial and confidential or privileged, or is copyrighted computer software, including minor modifications of the computer software.

Restricted rights, as used in this clause, means the rights of the Government in restricted computer software, as set forth in a Restricted Rights Notice of paragraph (g) if included in this clause, or as otherwise may be provided in a collateral agreement incorporated in and made part of this contract, including minor modifications of such computer software.

Technical data means recorded information (regardless of the form or method of the recording) of a scientific or technical nature (including computer databases and computer software documentation). This term does not include computer software or financial, administrative, cost or pricing, or management data or other information incidental to contract administration. The term includes recorded information of a scientific or technical nature that is included in computer databases (See 41 U.S.C. 116).

Unlimited rights means the rights of the Government to use, disclose, reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly, in any manner and for any purpose, and to have or permit others to do so.

(b) Allocation of rights.

(1) Except as provided in paragraph (c) of this clause, the Government shall have unlimited rights in-

(i) Data first produced in the performance of this contract;

(ii) Form, fit, and function data delivered under this contract;

(iii) Data delivered under this contract (except for restricted computer software) that constitute manuals or instructional and training material for installation, operation, or routine maintenance and repair of items, components, or processes delivered or furnished for use under this contract; and

(iv) All other data delivered under this contract unless provided otherwise for limited rights data or restricted computer software in accordance with paragraph (g) of this clause.

(2) The Contractor shall have the right to-

(i) Assert copyright in data first produced in the performance of this contract to the extent provided in paragraph (c)(1) of this clause;

(ii) Use, release to others, reproduce, distribute, or publish any data first produced or specifically used by the Contractor in the performance of this contract, unless provided otherwise in paragraph (d) of this clause;

(iii) Substantiate the use of, add, or correct limited rights, restricted rights, or copyright notices and to take other appropriate action, in accordance with paragraphs (e) and (f) of this clause; and

(iv) Protect from unauthorized disclosure and use those data that are limited rights data or restricted computer software to the extent provided in paragraph (g) of this clause.

(c) Copyright-

(1) Data first produced in the performance of this contract.

(i) Unless provided otherwise in paragraph (d) of this clause, the Contractor may, without prior approval of the Contracting Officer, assert copyright in scientific and technical articles based on or containing data first produced in the performance of this contract and published in academic, technical or professional journals, symposia proceedings, or similar works. The prior, express written permission of the Contracting Officer is required to assert copyright in all other data first produced in the performance of this contract.

(ii) When authorized to assert copyright to the data, the Contractor shall affix the applicable copyright notices of 17 U.S.C. 401 or 402, and an acknowledgment of Government sponsorship (including contract number).

(iii) For data other than computer software, the Contractor grants to the Government, and others acting on its behalf, a paid-up, nonexclusive, irrevocable, worldwide license in such copyrighted data to reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly by or on behalf of the Government. For computer software, the Contractor grants to the Government, and others acting on its behalf, a paid-up, nonexclusive, irrevocable, worldwide license in such copyrighted computer software to reproduce, prepare derivative works, and perform publicly and display publicly (but not to distribute copies to the public) by or on behalf of the Government.

(iv) The contractor must mark each scientific and technical article based on or containing data first produced in the performance of this contract and submitted for publication in academic, technical or professional journals, symposia proceedings or similar works with a notice, similar in all material respects to the following, on the cover or first page of the article, reflecting the Government's non-exclusive worldwide license in the copyright.

GOVERNMENT RIGHTS NOTICE

This work was authored by employees of TBD under Contract No. with the National Aeronautics and Space Administration. The United States Government retains and the publisher, by accepting the article for publication, acknowledges that the United States Government retains a non-exclusive, paid-up, irrevocable, worldwide license to reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly, or allow others to do so, for United States Government purposes. All other rights are reserved by the copyright owner.

(End of Notice)

(2) The Contractor shall not, without the prior Data not first produced in the performance of this contract.

written permission of the Contracting Officer, incorporate in data delivered under this contract any data not first produced in the performance of this contract unless the Contractor-

(i) Identifies the data; and

(ii) Grants to the Government, or acquires on its behalf, a license of the same scope as set forth in paragraph (c)(1) of this clause or, if such data are restricted computer software, the Government shall acquire a copyright license as set forth in paragraph (g)(4) of this clause (if included in this contract) or as otherwise provided in a collateral agreement incorporated in or made part of this contract.

(3) The Government will not remove any authorized copyright notices placed Removal of copyright notices.

on data pursuant to this paragraph (c), and will include such notices on all reproductions of the data.

(d) The Contractor shall have the right to use, release to others, Release, publication, and use of data.

reproduce, distribute, or publish any data first produced or specifically used by the Contractor in the performance of this contract, except-

(1) As prohibited by Federal law or regulation ( , export control or national security laws or regulations);e.g.

(2) As expressly set forth in this contract; or

(3) If the Contractor receives or is given access to data necessary for the performance of this contract that contain restrictive markings, the Contractor shall treat the data in accordance with such markings unless specifically authorized otherwise in writing by the Contracting Officer.

(4)(i) The Contractor agrees not to assert claim to copyright, publish or release to others any computer software first produced in the performance of this contract unless authorized by the Contracting Officer in writing.

(ii) The prohibition on "release to others", as set forth in (d)(4)(i), does not prohibit release to another Federal Agency for its use or its contractors' use, as long as any such release is consistent with any restrictive markings on the software. Any restrictive markings on the software shall take precedence over the aforementioned release.

Any release to a Federal Agency shall limit use to the Federal Agency or its contractors for Government purposes only. Any other release shall require the Contracting Officer's prior written permission.

(iii) If the Government desires to obtain copyright in computer software first produced in the performance of this contract and permission has not been granted as set forth in paragraph (d)(4)(i) of this clause, the Contracting Officer may direct the contractor to assert, or authorize the assertion of, a claim to copyright in such data and to assign, or obtain the assignment of, such copyright to the Government or its designated assignee.

(e) Unauthorized marking of data.

(1) Notwithstanding any other provisions of this contract concerning inspection or acceptance, if any data delivered under this contract are marked with the notices specified in paragraph (g)(3) or (g) (4) if included in this clause, and use of the notices is not authorized by this clause, or if the data bears any other restrictive or limiting markings not authorized by this contract, the Contracting Officer may at any time either return the data to the Contractor, or cancel or ignore the markings. However, pursuant to 41 U.S.C. 4703, the following procedures shall apply prior to canceling or ignoring the markings.

(i) The Contracting Officer will make written inquiry to the Contractor affording the Contractor 60 days from receipt of the inquiry to provide written justification to substantiate the propriety of the markings;

(ii) If the Contractor fails to respond or fails to provide written justification to substantiate the propriety of the markings within the 60-day period (or a longer time approved in writing by the Contracting Officer for good cause shown), the Government shall have the right to cancel or ignore the markings at any time after said period and the data will no longer be made subject to any disclosure prohibitions.

(iii) If the Contractor provides written justification to substantiate the propriety of the markings within the period set in paragraph (e)(1)(i) of this clause, the Contracting Officer will consider such…