Att_(3)_Specially_Negotiated_License_Access_Agreement.pdf

ATTACHMENT #3 INTEGRATED DIGITAL ENVIRONMENT (IDE)

The parties:

Contractor

And

NAVAIR (US Government)

In exchange for valuable consideration, and subject to the authority under DFARS 252.227-7015(c), Additional License Rights, enter into the following agreement:

1. Definitions

a. “Access,” as used in this clause, the Statement of Work (SOW) /Performance Work Statement (PWS) (Attachment (1)), and Exhibit(s) (XX), shall mean, at a minimum, the ability to view Data residing on the IDE. Access shall be web-based and web-enabled or Internet based remote access available via the Navy Marine Corps Internet (NMCI).

i. “Special Access Data”: Data provided with Special Access shall be made available for viewing via the IDE to specified Special Access United States Government (USG) employees only via unique customer access codes assigned to those specified Special Access USG Employees (identified in Attachment (XX) to Exhibit (YY)). The Contractor may restrict Special Access USG Employees to read-only access of Special Access Data. Notwithstanding the definition of “USG Personnel” below, a “Special Access USG Employee” will not include Covered Government Support Contractors.

b. “Data” means all recorded technical data as defined in DFARS 252.227-7013(a)(15), computer software as defined in DFARS 252.227-7013(a)(3) and financial, administrative, and management data, including subcontractor Data, generated or utilized in performance of this contract.

c. “Integrated Digital Environment” or “IDE,” shall mean both the web-based data storage and information management system and the siprnet-based data storage and information management system established by the Contractor to store Data. In addition, the IDE may be specified as a means of delivery of required CDRLs.

d. “Deliverable,” as used in this clause, means Data that is specified to be delivered, regardless of the form or medium in which it is provided, under this contract pursuant to a Contract Data Requirements List (DD Form 1423). All Data, including Deliverable Data that has not yet been delivered, shall be subject to the provisions of paragraph 5, below (“Identification and Marking Requirements in the Absence of Delivery”).

e. “USG Personnel” means, for purposes of this clause only, both federal Government employees and Covered Government Support Contractors as defined in DFARS 252.227-7013(a)(5)).

2. Responsibilities

Contractor agrees to provide the US Government with access as described below:

[offerors to propose the kind of access they envision]

Government agrees to restrict access to Contractor data to [only Government employees or Covered Support Contractors with NDAs), and not to use the Special Access Data for any purpose other than for engineering and/or analysis to formulate proposed repairs. The Government shall not disclose Special Access Data to third parties without the written consent of the Contractor.

Term

This agreement shall remain in effect until 2050. In the event Contractor surrenders the Type Certificate for Aircraft _____ to another entity, the Contractor shall (1) offer right of first refusal for all technical data relating to Aircraft __________ to the Government, and, if the Government does not purchase the technical data, (2) shall require the party receiving the Type Certificate to honor the terms of this agreement, as part of any sale or agreement between the Contractor and the new Type Certificate Holder. After the end of calendar year 2050, the parties may agree to continue this agreement by amendment of applicable terms and conditions.

Disputes

Disputes under this agreement shall be governed by XX, the Contract Disputes Act.

Terms and Conditions

1. FAR 52.232-39, Unenforceability of Unauthorized Obligations, shall be applicable to any End User License Agreement (EULA), Terms of Service (TOS), restrictive login screen, embedded or click-wrap type license, or similar legal instrument or agreement that may be encountered as a result of entering the IDE and viewing, downloading, or printing Data required to be delivered to, or made accessible via, the Contractor’s IDE. USG Personnel shall not be required to personally sign (including by digital signature) any agreement with the Contractor in order to access Data.

2. The Government shall identify the Government personnel who shall have access to the IDE and provide information to the Contractor in the event of personnel turnover.

3. The Contractor shall ensure it is the owner of all Data stored on the IDE or that it has obtained licenses from any third parties needed to grant USG Personnel Access to Data as provided in this agreement.

4. Disputes. All disputes arising under the terms and conditions of this clause shall be addressed in accordance with the applicable FAR Disputes clause under this contract.

5. Identification and Marking Requirements in the Absence of Delivery

a. The Government does not have rights in data beyond [FAA ICA, etc., word to match our contract]. The provision of access to data beyond [FAA ICA, etc.,] is subject to the terms and conditions of this Access Agreement. The provision of Access to Data in the absence of delivery does not require the identification of the Government’s rights under DFARS 252.227-7013(e), 252.227-7014(e), 252.227- 7017, or 252.227-7018(e).

6. Government access shall be used only for the following purposes:

a. Analysis and engineering required to draft/formulate proposed non-standard/non-manual repairs to be provided to Contractor for approval, in the event such repair is required;

b. Review of revisions to baseline drawings, models, specifications, and lists to enable logistics updates to appropriate databases and configuration management systems;

c. Review of source data pertaining to sustainment and improvement of products to enable logistics planning and modeling for maintenance, reliability, and sparing.

10. Data shall be made accessible via the IDE within ___ days of generation or use. Data shall remain accessible until final acceptance of all contract line item numbers (CLINs) under this contract;

any unilateral or intentional interference with the ability of USG Personnel to access Data shall be a material breach of the obligations arising from this contract.

11. The Contractor shall insert a provision in each subcontract or other contractual or legal instrument with its subcontractors or suppliers at any tier necessary to accomplish USG Access.

Pursuant to DFARS 252.227-7013(k) and 252.227-7018(k) subcontractor and supplier technical data and computer software with less than unlimited rights may be submitted directly to the Government.