Att_L-5_Access_Agreement_Amendment_0005.docx

Section L L-5 Access Agreement [TO BE PROPOSED (TBP) BY OFFEROR AT TIME OF PROPOSAL AND INCORPORATED AS ATTACHMENT 3 AT TIME OF AWARD.]

The parties, [insert contractor name] (hereafter “Contractor”) and the Naval Air Systems Command (hereafter “NAVAIR” or “US Government”), in exchange for valuable consideration, and subject to the authority under Defense Federal Acquisition Regulation Supplement (DFARS) 252.227-7015(c), Additional License Rights, enter into the following Special License Agreement.

A. Purpose – The US Government desires to negotiate data rights, in accordance with DFARS 252.227-7015(c), for the following purposes:

1. 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;

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

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

B. Definitions

1. “Access” as used in this agreement and Attachment 1 “Performance Work Statement shall mean, at a minimum (further described in paragraph C. below), 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).

2. “USG Employee” as used in this agreement, shall mean United States Government (USG) employees only. Notwithstanding the definition of “USG Personnel” below, a “Special Access USG Employee” will not include Covered Government Support Contractors.

3. “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.

4. “Integrated Digital Environment” or “IDE,” shall mean both the web-based data storage and information management system and the 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 CDRL deliverables.

5. “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)).

C. Responsibilities

1. Contractor agrees to provide the USG Personnel Government with Access as described below:

[offerors to propose the type(s) of Access Data to which Special Access will apply and the purpose(s) for which that Special Access Data may be used]

2. Contractor agrees to provide USG Employees with Access as described below:

[offerors to propose the type(s) of Access Data to which Special Access will apply and the purpose(s) for which that Special Access Data may be used]

3. US Government agrees to restrict Access to Data in accordance with the above terms and conditions and not to use the Data for any purpose that is inconsistent with the above purposes. The Government will not disclose Special Access Data to third parties without the prior written consent of the Contractor.

D. Term This agreement shall remain in effect until December 31, 2050, throughout which time the Contractor shall continuously update the IDE with the Data required by this Agreement. 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 and technical data rights relating to Aircraft __________ to the Government, and, if the Government does not purchase the technical data and technical data rights,

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.

The parties may agree to continue this agreement by mutual extension of applicable terms and conditions.

E. Terms & 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 US Government will identify the US Government Personnel who will 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 Disputes clause under this contract.

5. Identification and Marking Requirements in the Absence of Delivery

i. The Government does not have rights in data in excess of what the DFARS requires the contractor to provide. The provision of Access to Data beyond DFARS requirements 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. Data shall be made accessible via the IDE within seven calendar days of generation or use. Data shall remain accessible until calendar year 2050; 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.

7. The Contractor shall insert a provision in each subcontract or other contractual 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.