SOW_(DRAFT).docx

ENGINEERING SERVICES FOR STEALH TECHNOLOGY SUPPORT

1. OBJECTIVE

The purpose of this task order is to provide scientific, engineering, technical and programmatic support for stealth technology development, ship design applications, and fleet support implementation under the VIRGINIA Class, Ohio Replacement Program, advanced tactical submarine development, surface and advanced naval vehicles, advanced ship concepts, stealth/survivability programs and other technical Navy programs associated with the Naval Surface Warfare Center, Carderock Division (NSWCCD).

2. INTRODUCTION

The mission of the Signatures Department of the NSWCCD is to assure that surface ships, submarines, and other Navy vehicles have signature characteristics which will ensure their operational superiority over other navies. In support of the mission, the Department conducts research and development (R&D) in the fields of underwater acoustic and non-acoustic signature control and reduction. It supports the Fleet in establishing signature requirements, and oversees fundamental research and applied research in hydro-acoustics, structural acoustics, mechanical vibrations, target strength reduction, electromagnetics, radar cross section (RCS) reduction, infrared reduction, electro-optical (EO) detection, and advanced signal processing. As a result of this work, recommendations are made for the reduction of the signatures of existing classes of ships and submarines, and guidance is provided on how to incorporate advanced signature control technologies into the design and construction of new vessels.

The Department conducts full-scale and model-scale acoustic, vibration, radar cross section, electromagnetic, infrared, and electro-optical measurements on ships and submarines. To accomplish the tasks, new techniques and data acquisition systems are developed for measuring the characteristics of signatures, including radiated noise, target strength, sonar self-noise, RCS, infrared, and EO. From this work, operational and maintenance guidance is provided to the Fleet.

2.1 IMPLEMENTATION

The Contractor shall provide the personnel and expertise necessary to accomplish the work within the task areas described in this Statement of Work (SOW). These efforts will be implemented through the issuance of written Technical Instructions (TIs). NSWCCD, through the Contracting Officer’s Representative (COR), will provide any Government Furnished Information (GFI) necessary for task performance as required.

3. SCOPE OF WORK

The Contractor must have the ability to evaluate advanced technologies, to define and assess specific technology issues/initiatives and approaches, and to provide recommendations and implementation/support documentation to realize acoustic/non-acoustic signature and survivability technology potentials and achieve program/project performance, technical, schedule and cost objectives. The unique cost reduction, special mission performance, design interoperability, and major technical issues of the forgoing programs shall be considered to achieve the acquisition cost containment, operational performance, and established program/project goals.

3.1 SUBMARINE AND SURFACE SHIP SIGNATURES PROGRAM SUPPORT

3.1.1. The Contractor shall demonstrate expertise with U.S. Navy submarine and surface ship acoustic and non-acoustic signatures and signature reduction technologies. In order to facilitate effective and affordable control of ship signatures, the Contractor shall provide engineering services to support all past, current, and future submarines and surface ships with regards to: hull radiated noise and associated transfer functions; propulsion signatures and the main propulsion complex; structural acoustics; hydro-acoustics and hydrodynamics; target strength; platform noise, sonar self-noise, structure-borne noise, and on-board noise monitoring; and electromagnetic, infrared (IR), electro optical (EO), and other non-acoustic signatures.

3.1.2. The Contractor shall understand the Navy’s requirements for stealth, survivability, and sustainability. The Contractor shall perform analyses and reviews in support of the definition, establishment, evaluation, and implementation of new submarine and surface ship stealth/survivability/sustainability initiatives. The Contractor shall provide technical support for these initiatives as they progress from inception through each phase of development, including basic Science and Technology (S&T), all aspects of Design, Research and Development (R&D), and full-scale evaluations, including operational performance. That support shall include: the generation and evaluation of requirements; evaluations of technology maturity, risk, practicality, transition feasibility, and related assessments and analysis; numerical modeling; physical scale modeling; and design, fabrication, or acquisition of hardware with documented procedures to support formal Test and Evaluation and operational fleet support.

3.1.3 The Contractor shall analyze acoustic and non-acoustic signature reduction and survivability program elements and assess technical performance, cost, schedule, design, and other related parameters. The Contractor should also review potential acoustic and non-acoustic signature reduction experiments, research, and the technological applications of design support computational tools. The Contractor shall review fleet generated requirements for operational submarine signature design improvements and new technology R&D. Recommendations shall be developed for technical and scientific initiatives and for R&D program approaches to achieve program goals. The Contractor shall conduct analysis of operational performance and identify signature-related factors pertaining to operational results. The Contractor shall also conduct analysis of detection and detectability (D&D) scenarios. Support will include the review and analysis of submarine stealth performance issues and goals for acoustics, underwater electromagnetics, and other non-acoustic signatures against defined threats, as well as providing recommendations on data acquisition, data processing, and analysis.

3.1.4 The Contractor shall provide engineering analysis, prediction, modeling, and design for signature control techniques or technologies. The Contractor will review and evaluate stealth technologies for incorporation into future designs, and conduct technology, risk, and cost trade-off studies. The Contractor will also review and analyze the physical properties of materials and their applications for the control or reduction of ship signatures, or for sustainability improvements, including development of new materials. Assessments shall pertain to the cost-effective specification, acquisition, testing, installation, maintenance, and disposal of materials.

3.1.5 The Contractor will participate in signature measurements and support the acquisition, processing, analysis, and documentation of measured data. The Contractor shall design, develop, and support systems used for the measurement, acquisition, processing, and analysis of ship signature data, as well as ensure that systems conform to latest IT/IA standards. The Contractor shall generate plans for and reports of laboratory, model-scale, and full-scale tests. To support technology development projects, the Contractor shall: develop and design test support apparatus and experiments, including test fixture material procurement and integration; conduct test planning and execution; and develop sensor layouts. The Contractor shall also participate in testing and analysis for ship design concepts and approaches to support achievement of operational mission requirements. Responsibilities will include organization of and participation in full-scale and model-scale test and evaluation events, as well as evaluation and documentation of test results.

3.1.6 The Contractor shall provide technical support for fleet operations including signature trials, Technical Onboard Monitoring Assists (TOMA), and other fleet operational requirements as necessary. The Contactor shall support ship acoustic signature maintenance, the conduct of ship surveys, and research of emergent noise issues that may be considered for evaluation, acquisition, and analysis of ship signature data. Performance will include providing expert support to acquire and analyze signature data including radiated noise, sonar self-noise, platform noise, structure-borne noise, target strength measurements, Radar Cross Section (RCS) measurements, IR or EO measurements, and other special or emergent signatures data. The Contractor shall provide recommendations during both the planning and data acquisition phases of fleet support operations. Tasking will include preparation of plans and agendas for trials and experiments in accordance with CDRL A003 titled 'Presentation Material' (Attachment 1). The Contractor shall also prepare post-event summaries, charts, graphic comparisons, presentations, and reports in accordance with CDRL A002 titled 'Technical Report- Study/Services' (Attachment 1).

3.2 ACOUSTIC INTELLIGENCE (ACINT) PROGRAM SUPPORT

3.2.1 The Contractor shall support ACINT data acquisition program operations and fleet support responsibilities by developing and documenting technical recommendations to support achievement of program goals. The Contractor shall also develop analysis assessments, recommendations, and support documentation for ongoing submarine ACINT certification efforts. Program support will also include developing, compiling, and assessing data pertaining to the specification, development, and application of data collection systems and signature measurement systems.

3.2.2 Support for the ACINT program may also include definition, establishment, evaluation, and implementation of new signature initiatives that help facilitate the achievement of operational mission requirements and needs. This may require the contractor to support certification initiatives by conducting technology maturity, capability, ACINT certification feasibility, and related assessments for signature measurement technology.

3.2.3 The Contractor may be required to design, fabricate, and install equipment to support system operations. Tasking may include performance of engineering and data analyses in support of signature measurement experimental and test activities, participation in ACINT measurement and support systems development, and systems analysis and sonar system/sensor/ collection system certification development.

3.3 TECHNICAL PROJECT MANAGEMENT SUPPORT

The Contractor shall provide technical project management support in accordance with the technical tasking outlined in the SOW. Project support is required to assist the Government in planning and executing core requirements. The Contractor shall perform analysis and conduct documentation preparation to support the review and assessment of technical and operational policies in accordance with CDRL A004 titled 'Final Task Report' (Attachment 1), and procedures and provide recommendations to the Government regarding compliance with and achievement of their objectives and goals. The Contractor shall assist in the development, maintenance, and update of relevant programmatic monitoring procedures.

The Contractor shall be required to provide inputs to project management support documentation including, but not limited to, Plans of Action and Milestones (POA&M), individual task management plans, Task Planning Sheets, project master plans, Future Year Defense Plans, program evaluation reviews, progress reports, test execution and evaluation plans, and other program planning support documentation as necessary in accordance with CDRLs A002 and A003. The Contractor shall also be required to support the development of technical requirements, system component specifications, systems engineering documentation, program and system quality objectives, policy compliance documentation, and internal control documentation in accordance with CDRL A002.

3.4 MEDIA TRANSFER AGENT REQUIREMENTS

The Contractor shall perform duties of a Media Transfer Agent (MTA) for transfer of classified data to removable media. Accordingly, the contractor shall ensure personnel performing duties involving transferring of classified data to removable media have the proper training and approval to perform MTA functions in accordance with CARDEROCKDIVINST 5510.12 (or most current). MTAs shall have the appropriate security clearance in accordance with the Form DD 254.

4. PROGRAM MANAGEMENT

The Contractor shall maintain a management structure and management reporting system that ensures proper and timely performance, delivery, and completion of all contract requirements. The Contractor shall appoint a Program Manager to act as the focal point for all communications between the Contractor and Government. The Program Manager shall have overall responsibility for accomplishing the efforts under each Technical Instruction. The Contractor shall provide personnel and technical data to support periodic program review meetings scheduled by the Government regarding any work related to this contract, and maintain records of the proceedings.

The Contractor shall provide a monthly status report documenting technical and financial progress on the Task Order in accordance with CDRL A001 titled 'Contractor's Progress, Status and Management Report' (Attachment 1).

5.0 DELIVERABLES (Attachment 1)

CDRL A001- Contractor's Progress, Status and Management Report– Progress reports in contractor electronic format. Initial submissions 15 day's after after first full accounting period. Subsequent submissions shall be every 30 days thereafter.

Monthly status reports shall contain a breakdown of funding details to date and projections and a summary of work accomplished for the reporting period.

The status report shall also include:

The Burn Rate Analysis Report is a summary report that captures the rate at which the money is expended. This report shall be attached in Wide Area Workflow Receipts and Acceptance (WAWF-RA), beginning 30 days after award and every 30 days thereafter. A template of this report is provided as Attachment 2.

The incurred Costs Report is a report that captures a summary of all costs incurred to date. This report shall be attached in Wide Area Workflow Receipts and Acceptance (WAWF-RA), beginning 30 days after award and every 30 days thereafter. A template of this report is provided as Attachment 3.

CDRL A002- Technical Report: Study/Services – Post-event summaries, charts, graphic comparisons, presentations, and reports.

CDRL A003- Presentation Material- Preparation of plans and agendas for trials and experiments.

CDRL A004 Final Task Report- Review and assessment of technical, operational policies and procedures and also provide recommendations to the Government regarding compliance with and achievement of their objectives and goals

6. TRAVEL

Performance of the task shall require frequent travel to NSWCCD and a number of other activities within and beyond the Washington, D.C., metropolitan area for the purpose of obtaining data and documentation, presenting and discussing technical issues, participating in technical reviews associated with task performance, or providing support to the fleet. Such activities shall include, but are not limited to: Naval Sea Systems Command (NAVSEA), Office of Naval Research (ONR), Naval Research Lab (NRL), and Defense Advanced Research Projects Agency (DARPA), Washington, D.C.; Naval Undersea Warfare Center (NUWC) Newport; NSWCCD Acoustic Research Detachment (ARD), Bayview, ID; ARL Penn State University, State College PA; General Dynamics Electric Boat facilities in Connecticut, Washington, D.C., or Rhode Island; Northrup Grumman Shipyards, Newport News, VA and Pascagoula, MS; and fleet elements (CONUS and OCONUS).

7. PERIOD OF PERFORMANCE

The period of performance under this task order shall be for five (5) years, consisting of one (1) base year and four (4) one year options.

8. PLACE OF PERFORMANCE

Work shall be performed on-site at NSWCCD as well as the contractor's facility. On-site space limitations will require work to be performed at contractor facilities.

9.0 SECURITY

9.1. DFARs Section 252.239-7001 Information Assurance (IA) Contractor Training and Certification is hereby invoked.

9.2 Award can only be made to an offeror possessing a facility clearance issued by the Defense Security Service (DSS) in accordance with the attached DD Form 254. Offerors must have adequate personnel on staff with necessary security clearances in place to prevent a gap in customer support at the time of contract implementation.

8.3 The performance of this task will require access to Government facilities. All key personnel shall hold or be capable of obtaining a SECRET clearance prior to being granted access to classified information up to the level of SECRET. All non-key personnel shall hold or be capable of obtaining a CONFIDENTIAL clearance prior to being granted access to classified information.

10.0 ENTERPRISE-WIDE CONTRACTOR MANPOWER REPORTING APPLICATION (ECMRA)

“The Contractor shall report Contractor labor hours (including subcontractor labor hours) required for performance of services provided under this contract for the Naval Surface Warfare Center, Carderock Division via a secure data collection site. Contracted services excluded from reporting are based on Product Service Codes (PSCs). The excluded PSCs are:

(1) W, Lease/Rental of Equipment;

(2) X, Lease/Rental of Facilities;

(3) Y, Construction of Structures and Facilities;

(4) S, Utilities ONLY;

(5) V, Freight and Shipping ONLY.

The Contractor is required to completely fill in all required data fields using the following web address https://doncmra.nmci.navy.mil.

11.0 SKILLS AND TRAINING

The Contractor shall provide capable personnel with qualifications, experience levels, security clearances, and necessary licenses, certifications, and training required by federal, state, and local laws and regulations. Training necessary to ensure that personnel performing under this contract maintain the knowledge and skills to successfully perform the required functions is the responsibility of the Contractor. Training necessary to maintain professional certification is the responsibility of the Contractor.

12.0 INFORMATION SECURITY AND COMPUTER SYSTEM USAGE

In accordance with U.S. Navy policy, any personnel, including the Contractor, who utilizes DoD-owned systems, shall assume responsibility for adherence to restrictions regarding internet and e-mail usage. Navy policy prohibits racist, sexist, threatening, pornographic, personal business, subversive or politically partisan communications. All personnel, including the Contractor, are accountable and must act accordingly. DoD computer systems are monitored to ensure that the use is authorized, to facilitate protection against unauthorized access, and to verify security procedures, survivability and operational security. During monitoring, information may be examined, recorded, copied, and used for authorized purposes. All information, including personal information, placed on or sent over a DoD system may be monitored. Use of a DoD system constitutes consent to monitoring. Unauthorized use may result in criminal prosecution. Evidence of unauthorized use collected during monitoring may be used as a basis for recommended administrative, criminal or adverse action.

13.0 ELECTRONIC SPILLAGES

13.1 Electronic spillages (ES) are unacceptable and pose a risk to national security. An electronic spillage is defined as classified data placed on an information system (IS), media or hardcopy document possessing insufficient security controls to protect the data at the required classification level, thus posing a risk to national security (e.g., sensitive compartmented information (SCI) onto collateral, Secret onto Unclassified, etc.). The Contractor's performance as it relates to ES will be evaluated by the Government. ES reflects on the overall security posture of the Government and a lack of attention to detail with regard to the handling of classified information of IS security discipline and will be reflected in the Contractor's performance rating. In the event that a Contractor is determined to be responsible for an ES, all direct and indirect costs incurred by the Government for ES remediation will be charged to the Contractor.

13.2 NSWCCD command security will continue to be responsible for the corrective action plan in accordance with the security guidance reflected on the DoD Contract Security Classification Specification - DD254. Command security will identify the Contractor facility and contract number associated with all electronic spillages during the investigation that involve Contractor support. Command security will notify the contracts division with the Contractor facility name and contract number, incident specifics and associated costs for cleanup. The PCO will be responsible to work with the Contractor facility to capture the costs incurred during the spillage clean up. The Contractor is also responsible for taking Information Security Awareness training annually, via their Facility Security Officer (FSO), as part of the mandatory training requirements. If a spillage occurs additional training will be required to prevent recurrence.

14.0 DIGITAL DELIVERY OF DATA

14.1 Delivery by the Contractor to the Government of certain technical data and other information is now frequently required to be made in digital form rather than in hardcopy form. The method of delivery of such data and/or other information (e.g., in electronic, digital, paper hardcopy, or other form) shall not be deemed to affect in any way either the identity of the information (e.g., as “technical data” or “computer software”) or the Government’s and the Contractor’s respective rights therein.

14.2 Whenever technical data and/or computer software deliverables required by this contract are to be delivered in digital form, any authorized, required, or permitted markings relating to the Government’s rights in and to such technical data and/or computer software must also be digitally included as part of the deliverable and on or in the same medium used to deliver the technical data and/or software. Such markings must be clearly associated with the corresponding technical data and/or computer software to which the markings relate and must be included in such a way that the marking(s) appear in human-readable form when the technical data and/or software is accessed and/or used. Such markings must also be applied in conspicuous human- readable form on a visible portion of any physical medium used to effect delivery of the technical data and/or computer software. Nothing in this paragraph shall replace or relieve the Contractor’s obligations with respect to requirements for marking technical data and/or computer software that are imposed by other applicable clauses such as, where applicable and without limitation, DFARS 252.227-7013 and/or DFARS 252.227-7014.

14.3 Digital delivery means (such as, but not limited to, Internet tools, websites, shared networks, and the like) sometimes require, as a condition for access to and/or use of the means, an agreement by a user to certain terms, agreements, or other restrictions such as, but not limited to, “Terms of Use,” licenses, or other restrictions intended to be applicable to the information being delivered via the digital delivery means. The Contractor expressly acknowledges that, with respect to deliverables made according to this contract, no such terms, agreements, or other restrictions shall be applicable to or enforceable with respect to such deliverables unless such terms, agreements, or other restrictions expressly have been accepted in writing by the PCO; otherwise, the Government’s rights in and to such deliverables shall be governed exclusively by the terms of this contract.

15.0 NON-PERSONAL SERVICES/INHERENTLY GOVERNMENTAL FUNCTIONS

15.1 The Government will neither supervise Contractor employees nor control the method by which the Contractor performs the required tasks. The Government will not direct the hiring, dismissal, or reassignment of Contractor personnel. Under no circumstances shall the Government assign tasks to, or prepare work schedules for, individual Contractor employees. It shall be the responsibility of the Contractor to manage its employees and to guard against any actions that are of the nature of personal services or give the perception that personal services are being provided. If the Contractor feels that any actions constitute, or are perceived to constitute personal services, it shall be the Contractor's responsibility to notify the PCO immediately in accordance with the clause 52.243-7.

15.2 Inherently-Governmental functions are not within the scope of this contract. Decisions relative to programs supported by the Contractor shall be the sole responsibility of the Government. The Contractor may be required to attend technical meetings for the Government; however, it is not, under any circumstances, authorized to represent the Government or give the appearance that it is doing so.

16.0 CONTRACTOR IDENTIFICATION

The Contractor shall be required to obtain identification badges from the Government for all Contractor personnel requiring regular access to Government property. The identification badge shall be visible at all times while employees are on Government property. The Contractor shall furnish all requested information required to facilitate issuance of identification badges and shall conform to applicable regulations concerning the use and possession of the badges. The Contractor shall be responsible for ensuring that all identification badges issued to Contractor employees are returned to the appropriate Security Office within 48 hours following completion of the contract, relocation, or termination of an employee, and upon request by the PCO.

All Contractor personnel shall identify their company affiliation when answering or making telephone calls and sending email and when attending meetings where Government personnel or representatives from another Contractor are present.

17.0 CONTROL OF CONTRACTOR PERSONNEL

The Contractor shall comply with the requirements of NAVSEA and NSWCCD instructions regarding performance in Government facilities. All persons engaged in work while on Government property shall be subject to search of their persons (no bodily search) and vehicles at any time by the Government, and shall report any known or suspected security violations to the appropriate Security Department. Assignment, transfer, and reassignment of Contractor personnel shall be at the discretion of the Contractor. However, when the Government directs, the Contractor shall remove from contract performance any person who endangers life, property, or national security through improper conduct. All Contractor personnel engaged in work while on Government property shall be subject to the DoD Standards of Conduct.

18.0 TERMINATION OF EMPLOYEES WITH NSWCCD BASE ACCESS

(a) The Contractor shall ensure that all employees who have a NSWCCD badge turn in the badge immediately upon termination of their employment under this contract. The above requirement shall be made a part of the standard employee facility clearance procedures for all separated personnel. The Contractor shall advise NSWCCD physical security of all changes in their personnel requiring NSWCCD base access.

(b) For involuntarily separated personnel and those separated under adverse circumstances, the Contractor shall notify NSWCCD physical security in advance of the date, time, and location where the NSWCCD representative may retrieve the NSWCCD badge prior to the employee departing the Contractor’s facility. In the event the employee is separated in his or her absence, the Contractor shall immediately notify NSWCCD Physical Security of the separation and make arrangements between the former employee and NSWCCD physical security for the return of the badge and removal of the sticker.

HQ C-2-0002 ACCESS TO PROPRIETARY DATA OR COMPUTER SOFTWARE (NAVSEA) (JUN 1994)

(a) Performance under this contract may require that the Contractor have access to technical data, computer software, or other sensitive data of another party who asserts that such data or software is proprietary. If access to such data or software is required or to be provided, the Contractor shall enter into a written agreement with such party prior to gaining access to such data or software. The agreement shall address, at a minimum, (1) access to, and use of, the proprietary data or software exclusively for the purposes of performance of the work required by this contract, and (2) safeguards to protect such data or software from unauthorized use or disclosure for so long as the data or software remains proprietary. In addition, the agreement shall not impose any limitation upon the Government or its employees with respect to such data or software. A copy of the executed agreement shall be provided to the Contracting Officer. The Government may unilaterally modify the contract to list those third parties with which the Contractor has agreement(s).

(b) The Contractor agrees to: (1) indoctrinate its personnel who will have access to the data or software as to the restrictions under which access is granted; (2) not disclose the data or software to another party or other Contractor personnel except as authorized by the Contracting Officer; (3) not engage in any other action, venture, or employment wherein this information will be used, other than under this contract, in any manner inconsistent with the spirit and intent of this requirement; (4) not disclose the data or software to any other party, including, but not limited to, joint venturer, affiliate, successor, or assign of the Contractor; and (5) reproduce the restrictive stamp, marking, or legend on each use of the data or software whether in whole or in part.

(c) The restrictions on use and disclosure of the data and software described above also apply to such information received from the Government through any means to which the Contractor has access in the performance of this contract that contains proprietary or other restrictive markings.

(d) The Contractor agrees that it will promptly notify the Contracting Officer of any attempt by an individual, company, or Government representative not directly involved in the effort to be performed under this contract to gain access to such proprietary information. Such notification shall include the name and organization of the individual, company, or Government representative seeking access to such information.

(e) The Contractor shall include this requirement in subcontracts of any tier which involve access to information covered by paragraph (a), substituting "subcontractor" for "Contractor" where appropriate.

(f) Compliance with this requirement is a material requirement of this contract.

HQ C-2-0011 COMPUTER SOFTWARE AND/OR COMPUTER DATABASE(S) DELIVERED TO

AND/OR RECEIVED FROM THE GOVERNMENT (NAVSEA) (APR 2004)

(a) The Contractor agrees to test for viruses all computer software and/or computer databases, as defined in the clause entitled "RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE AND NONCOMMERCIAL COMPUTER SOFTWARE DOCUMENTATION" (DFARS 252.227-7014), before delivery of that computer software or computer database in whatever media and on whatever system the software is delivered. The Contractor warrants that any such computer software and/or computer database will be free of viruses when delivered.

(b) The Contractor agrees to test any computer software and/or computer database(s) received from the Government for viruses prior to use under this contract.

(c) Unless otherwise agreed in writing, any license agreement governing the use of any computer software to be delivered as a result of this contract must be paid-up and perpetual, or so nearly perpetual as to allow the use of the computer software or computer data base with the equipment for which it is obtained, or any replacement equipment, for so long as such equipment is used. Otherwise the computer software or computer database does not meet the minimum functional requirements of this contract. In the event that there is any routine to disable the computer software or computer database after the software is developed for or delivered to the Government, that routine shall not disable the computer software or computer database until at least twenty-five calendar years after the delivery date of the affected computer software or computer database to the Government.

(d) No copy protection devices or systems shall be used in any computer software or computer database delivered under this contract to restrict or limit the Government from making copies. This does not prohibit license agreements from specifying the maximum amount of copies that can be made.

(e) Delivery by the Contractor to the Government of certain technical data and other data is now frequently required in digital form rather than as hard copy. Such delivery may cause confusion between data rights and computer software rights. It is agreed that, to the extent that any such data is computer software by virtue of its delivery in digital form, the Government will be licensed to use that digital-form data with exactly the same rights and limitations as if the data had been delivered as hard copy.

(f) Any limited rights legends or other allowed legends placed by a Contractor on technical data or other data delivered in digital form shall be digitally included on the same media as the digital-form data and must be associated with the corresponding digital-form technical data to which the legends apply to the extent possible. Such legends shall also be placed in human-readable form on a visible surface of the media carrying the digital-form data as delivered, to the extent possible.

HQ C-2-0037 ORGANIZATIONAL CONFLICT OF INTEREST (NAVSEA) (JUL 2000)

(a) "Organizational Conflict of Interest" means that because of other activities or relationships with other persons, a person is unable or potentially unable to render impartial assistance or advice to the Government, or the person's objectivity in performing the contract work is or might be otherwise impaired, or a person has an unfair competitive advantage. "Person" as used herein includes Corporations, Partnerships, Joint Ventures, and other business enterprises.

(b) The Contractor warrants that to the best of its knowledge and belief, and except as otherwise set forth in the contract, the Contractor does not have any organizational conflict of interest(s) as defined in paragraph (a).

(c) It is recognized that the effort to be performed by the Contractor under this contract may create a potential organizational conflict of interest on the instant contract or on a future acquisition. In order to avoid this potential conflict of interest, and at the same time to avoid prejudicing the best interest of the Government, the right of the Contractor to participate in future procurement of equipment and/or services that are the subject of any work under this contract shall be limited as described below in accordance with the requirements of FAR 9.5.

(d) (1) The Contractor agrees that it shall not release, disclose, or use in any way that would permit or result in disclosure to any party outside the Government any information provided to the Contractor by the Government during or as a result of performance of this contract. Such information includes, but is not limited to, information submitted to the Government on a confidential basis by other persons. Further, the prohibition against release of Government provided information extends to cover such information whether or not in its original form, e.g., where the information has been included in Contractor generated work or where it is discernible from materials incorporating or based upon such information. This prohibition shall not expire after a given period of time.

(2) The Contractor agrees that it shall not release, disclose, or use in any way that would permit or result in disclosure to any party outside the Government any information generated or derived during or as a result of performance of this contract. This prohibition shall expire after a period of three years after completion of performance of this contract.

(3) The prohibitions contained in subparagraphs (d)(1) and (d)(2) shall apply with equal force to any affiliate of the Contractor, any subcontractor, consultant, or employee of the Contractor, any joint venture involving the Contractor, any entity into or with which it may merge or affiliate, or any successor or assign of the Contractor. The terms of paragraph (f) of this Special Contract Requirement relating to notification shall apply to any release of information in contravention of this paragraph (d).

(e) The Contractor further agrees that, during the performance of this contract and for a period of three years after completion of performance of this contract, the Contractor, any affiliate of the Contractor, any subcontractor, consultant, or employee of the Contractor, any joint venture involving the Contractor, any entity into or with which it may subsequently merge or affiliate, or any other successor or assign of the Contractor, shall not furnish to the United States Government, either as a prime contractor or as a subcontractor, or as a consultant to a prime contractor or subcontractor, any system, component or services which is the subject of the work to be performed under this contract. This exclusion does not apply to any recompetition for those systems, components or services furnished pursuant to this contract. As provided in FAR 9.505-2, if the Government procures the system, component, or services on the basis of work statements growing out of the effort performed under this contract, from a source other than the contractor, subcontractor, affiliate, or assign of either, during the course of performance of this contract or before the three year period following completion of this contract has lapsed, the Contractor may, with the authorization of the cognizant Contracting Officer, participate in a subsequent procurement for the same system, component, or service. In other words, the Contractor may be authorized to compete for procurement(s) for systems, components or services subsequent to an intervening procurement.

(f) The Contractor agrees that, if after award, it discovers an actual or potential organizational conflict of interest, it shall make immediate and full disclosure in writing to the Contracting Officer. The notification shall include a description of the actual or potential organizational conflict of interest, a description of the action which the Contractor has taken or proposes to take to avoid, mitigate, or neutralize the conflict, and any other relevant information that would assist the Contracting Officer in making a determination on this matter. Notwithstanding this notification, the Government may terminate the contract for the convenience of the Government if determined to be in the best interest of the Government.

(g) Notwithstanding paragraph (f) above, if the Contractor was aware, or should have been aware, of an organizational conflict of interest prior to the award of this contract or becomes, or should become, aware of an organizational conflict of interest after award of this contract and does not make an immediate and full disclosure in writing to the Contracting Officer, the Government may terminate this contract for default.

(h) If the Contractor takes any action prohibited by this requirement or fails to take action required by this requirement, the Government may terminate this contract for default.

(i) The Contracting Officer's decision as to the existence or nonexistence of an actual or potential organizational conflict of interest shall be final.

(j) Nothing in this requirement is intended to prohibit or preclude the Contractor from marketing or selling to the United States Government its product lines in existence on the effective date of this contract; nor, shall this requirement preclude the Contractor from participating in any research and development or delivering any design development model or prototype of any such equipment. Additionally, sale of catalog or standard commercial items are exempt from this requirement.

(k) The Contractor shall promptly notify the Contracting Officer, in writing, if it has been tasked to evaluate or advise the Government concerning its own products or activities or those of a competitor in order to ensure proper safeguards exist to guarantee objectivity and to protect the Government's interest.

(l) The Contractor shall include this requirement in subcontracts of any tier which involve access to information or situations/conditions covered by the preceding paragraphs, substituting "subcontractor" for "contractor" where appropriate.

(m) The rights and remedies described herein shall not be exclusive and are in addition to other rights and remedies provided by law or elsewhere included in this contract.