RFQ FA481420TF017(1a).pdf

DOCUMENT NUMBER SOLICITATION NUMBER

FA481420TF017 (Not Set)

CLAUSES INCORPORATED BY REFERENCE

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ALT NO/

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CLAUSE TITLE YEAR-

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SECTION

252.201-7000 Contracting Officer's Representative 1991-12 SEC G

252.203-7000 Requirements Relating to Compensation of Former DoD Officials

2011-09 SEC I

252.203-7002 Requirement to Inform Employees of Whistleblower Rights. 2013-09 SEC I

252.203-7005 Representation Relating to Compensation of Former DoD

Officials. As prescribed in 203.171-4(b), insert the following provision:

2011-11 SEC K

252.204-7003 Control of Government Personnel Work Product. 1992-04 SEC I 252.204-7006 Billing Instructions. 2005-10 SEC G

252.204-7008 Compliance with Safeguarding Covered Defense Information Controls.

2016-10 SEC I

252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting.

2019-12 SEC I

252.204-7015 Notice of Authorized Disclosure of Information for Litigation Support.

2016-05 SEC I

252.215-7013 Supplies and Services Provided by Nontraditional Defense Contractors.

2018-01 SEC L

252.223-7006 Prohibition on Storage, Treatment, and Disposal of Toxic or Hazardous Materials.

2014-09 SEC I

252.225-7001 Buy American and Balance of Payments Program. 2017-12 SEC I 252.225-7002 Qualifying Country Sources as Subcontractors. 2017-12 SEC I 252.225-7048 Export-Controlled Items. 2013-06 SEC I

252.232-7003 Electronic Submission of Payment Requests and Receiving Reports.

2018-12 SEC G

252.232-7010 Levies on Contract Payments. 2006-12 SEC I

252.232-7011 Payments in Support of Emergencies and Contingency Operations.

2013-05 SEC I

252.232-7017 Accelerating Payments to Small Business Subcontractors- Prohibition on Fees and Consideration.

2020-04 SEC I

252.237-7010 Prohibition on Interrogation of Detainees by Contractor Personnel.

2013-06 SEC I

252.243-7001 Pricing of Contract Modifications. 1991-12 SEC I 252.244-7000 Subcontracts for Commercial Items 2013-06 SEC I

52.203-18 Prohibition on Contracting with Entities that Require Certain

Internal Confidentiality Agreements or Statements- Representation.

2017-01 SEC I

52.204-16 Commercial and Government Entity Code Reporting. 2016-07 SEC L 52.204-18 Commercial and Government Entity Code Maintenance. 2016-07 SEC I 52.204-7 System for Award Management. 2018-10 SEC K

52.232-40 Providing Accelerated Payments to Small Business Subcontractors.

2013-12 SEC I

52.237-2 Protection of Government Buildings, Equipment, and Vegetation.

1984-04 SEC I

52.212-4 Contract Terms and Conditions-Commercial Items. 2018-10 SEC I 52.212-1 Instructions to Offerors-Commercial Items. 2020-06 SEC L

CLAUSES IN FULL TEXT

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CLAUSE TITLE YEAR-

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CLAUSE TEXT

52.227-13 ALT II Patent Rights-Ownership by the Government. - (Alternate II) 2007-12

As prescribed at , insert the following clause:27.303(e)

Patent Rights-Ownership by the Government (Dec 2007)

As used in this clause-(a) Definitions.

means any invention or discovery that is or may be patentable or otherwise protectable Invention under title 35 of the U.S. Code or any variety of plant that is or may be protectable under the Plant Variety Protection Act (7 U.S.C. 2321, )et seq.

means-Made

When used in relation to any invention other than a plant variety, means the conception or first (1) actual reduction to practice of the invention; or

When used in relation to a plant variety, means that the Contractor has at least tentatively (2) determined that the variety has been reproduced with recognized characteristics.

"Practical application" means to manufacture, in the case of a composition or product; to practice, in the case of a process or method; or to operate, in the case of a machine or system; and, in each case, under such conditions as to establish that the invention is being utilized and that its benefits are, to the extent permitted by law or Government regulations, available to the public on reasonable terms.

means any invention of the Contractor made in the performance of work under this Subject invention contract.

(b) Ownership.

The Contractor shall assign to the Government title throughout the (1) Assignment to the Government.

world to each subject invention, except to the extent that rights are retained under paragraphs (b)(2) and

(d) of this clause.

(2) Greater rights determinations.

The Contractor, or an employee-inventor after consultation with the Contractor, may request greater (i) rights than the nonexclusive license provided in paragraph (d) of this clause. The request for a greater rights must be submitted to the Contracting Officer at the time of the first disclosure of the subject invention pursuant to paragraph (e)(2) of this clause, or not later than 8 months thereafter, unless a longer period is authorized in writing by the Contracting Officer for good cause shown in writing by the Contractor. Each determination of greater rights under this contract normally shall be subject to paragraph (c) of this clause, and to the reservations and conditions deemed to be appropriate by the agency.

Upon request, the Contractor shall provide the filing date, serial number and title, a copy of (ii) the patent application (including an English-language version if filed in a language other than English), and patent number and issue date for any subject invention in any country for which the Contractor has retained title.

Upon request, the Contractor shall furnish the agency an irrevocable power to inspect and (iii) make copies of the patent application file.

(c) Minimum rights acquired by the Government.

Regarding each subject invention to which the Contractor retains ownership, the Contractor agrees as (1) follows:

The Government will have a nonexclusive, nontransferable, irrevocable, paid-up license to (i) practice, or have practiced for or on its behalf, the subject invention throughout the world.

The agency has the right to require licensing pursuant to 35 U.S.C. 203 and 210(c) and in (ii) accordance with the procedures set forth in and any supplemental regulations of the 37 CFR 401.6 agency in effect on the date of the contract award.

Upon request, the Contractor shall submit periodic reports no more frequently than (iii) annually on the utilization, or efforts to obtain utilization, of a subject invention by the Contractor or its licensees or assignees. The reports shall include information regarding the status of development, date of first commercial sale or use, gross royalties received by the Contractor, and any other data and information as the agency may reasonably specify. The Contractor also shall provide additional reports as may be requested by the agency in connection with any march-in proceedings undertaken by the agency in accordance with paragraph (c)(1)(ii) of this clause. To the extent data or information supplied under this section is considered by the Contractor, or its licensees, or assignees to be privileged and confidential and is so marked, the agency, to the extent permitted by law, will not disclose such information to persons outside the Government.

When licensing a subject invention, the Contractor shall-(iv)

Ensure that no royalties are charged on acquisitions involving Government funds, (A) including funds derived through a Military Assistance Program of the Government or otherwise derived through the Government;

Refund any amounts received as royalty charges on a subject invention in acquisitions (B) for, or on behalf of, the Government;

Provide for this refund in any instrument transferring rights in the subject invention to (C) any party.

When transferring rights in a subject invention, the Contractor shall provide for the (v) Government's rights set forth in paragraphs (c)(1)(i) through (c)(1)(iv) of this clause.

Nothing contained in paragraph (c) of this clause shall be deemed to grant to the Government (2) rights in any invention other than a subject invention.

Minimum rights to the Contractor.(d)

The Contractor is hereby granted a revocable, nonexclusive, paid-up license in each patent (1) application filed in any country on a subject invention and any resulting patent in which the Government obtains title, unless the Contractor fails to disclose the subject invention within the times specified in paragraph (e)(2) of this clause. The Contractor's license extends to any of its domestic subsidiaries and affiliates within the corporate structure of which the Contractor is a part, and includes the right to grant sublicenses to the extent the Contractor was legally obligated to do so at contract award. The license is transferable only with the written approval of the agency except when transferred to the successor of that part of the Contractor's business to which the subject invention pertains.

The Contractor's license may be revoked or modified by the agency to the extent necessary to (2) achieve expeditious practical application of the subject invention in a particular country in accordance with the procedures in FAR 27.302(i)(2) and 27.304-1(f).

When the Government elects not to apply for a patent in any foreign country, the Contractor (3) retains rights in that foreign country to apply for a patent, subject to the Government's rights in paragraph (c)(1) of this clause.

(e) Invention identification, disclosures, and reports.

The Contractor shall establish and maintain active and effective procedures to educate its employees (1) in order to assure that subject inventions are promptly identified and disclosed to Contractor personnel responsible for patent matters. The procedures shall include the maintenance of laboratory notebooks or equivalent records and other records as are reasonably necessary to document the conception and/or the first actual reduction to practice of subject inventions, and records that show the procedures for identifying and disclosing subject inventions are followed. Upon request, the Contractor shall furnish the Contracting Officer a description of these procedures for evaluation and for a determination as to their effectiveness.

The Contractor shall disclose in writing each subject invention to the Contracting Officer (2) within 2 months after the inventor discloses it in writing to Contractor personnel responsible for patent matters or, if earlier, within 6 months after the Contractor becomes aware that a subject invention has been made, but in any event before any on sale ( , sale or offer for sale), public use, or publication of i.e.

the subject invention known to the Contractor. The disclosure shall identify the contract under which the subject invention was made and the inventor(s). It shall be sufficiently complete in technical detail to convey a clear understanding of the subject invention. The disclosure shall also identify any publication, on sale, or public use of the subject invention and whether a manuscript describing the subject invention has been submitted for publication and, if so, whether it has been accepted for publication. In addition, after disclosure to the agency, the Contractor shall promptly notify the Contracting Officer of the acceptance of any manuscript describing the subject invention for publication and any on sale or public use.

The Contractor shall furnish the Contracting Officer the following:(3)

Interim reports every 12 months (or a longer period as may be specified by the Contracting (i) Officer) from the date of the contract, listing subject inventions during that period, and stating that all subject inventions have been disclosed (or that there are none) and that the procedures required by paragraph (e)(1) of this clause have been followed.

A final report, within 3 months after completion of the contracted work, listing all subject (ii) inventions or stating that there were none, and listing all subcontracts at any tier containing a patent rights clause or stating that there were none.

The Contractor shall require, by written agreement, its employees, other than clerical and (4) nontechnical employees, to disclose promptly in writing to personnel identified as responsible for the administration of patent matters and in the Contractor's format each subject invention in order that the Contractor can comply with the disclosure provisions of paragraph (c) of this clause, and to execute all papers necessary to file patent applications on subject inventions and to establish the Government's rights in the subject inventions. This disclosure format should require, as a minimum, the information required by paragraph (e)(2) of this clause. The Contractor shall instruct such employees, through employee agreements or other suitable educational programs, as to the importance of reporting inventions in sufficient time to permit the filing of patent applications prior to U.S. or foreign statutory bars.

Subject to FAR 27.302(i), the Contractor agrees that the Government may duplicate and (5) disclose subject invention disclosures and all other reports and papers furnished or required to be furnished pursuant to this clause.

Examination of records relating to inventions.(f)

The Contracting Officer or any authorized representative shall, until 3 years after final payment under (1) this contract, have the right to examine any books (including laboratory notebooks), records, and documents of the Contractor relating to the conception or first actual reduction to practice of inventions in the same field of technology as the work under this contract to determine whether-

Any inventions are subject inventions;(i)

The Contractor has established and maintains the procedures required by paragraphs (e)(1) (ii) and (e)(4) of this clause; and

The Contractor and its inventors have complied with the procedures.(iii)

The Contractor shall disclose to the Contracting Officer, for the determination of ownership (2) rights, any unreported invention that the Contracting Officer believes may be a subject invention.

Any examination of records under paragraph (f) of this clause will be subject to appropriate (3) conditions to protect the confidentiality of the information involved.

Withholding of payment. (This paragraph does not apply to subcontracts.)(g)

Any time before final payment under this contract, the Contracting Officer may, in the Government's (1) interest, withhold payment until a reserve not exceeding $50,000 or 5 percent of the amount of this contract, whichever is less, shall have been set aside if, in the Contracting Office's opinion, the Contractor fails to-

Establish, maintain, and follow effective procedures for identifying and disclosing subject (i) inventions pursuant to paragraph (e)(1) of this clause;

Disclose any subject invention pursuant to paragraph (e)(2) of this clause;(ii)

Deliver acceptable interim reports pursuant to paragraph (e)(3)(i) of this clause; or(iii)

Provide the information regarding subcontracts pursuant to paragraph (i)(4) of this clause.(iv)

The Contracting Officer will withhold the reserve or balance until the Contracting Officer has (2) determined that the Contractor has rectified whatever deficiencies exist and has delivered all reports, disclosures, and other information required by this clause.

The Contracting Officer will not make final payment under this contract before the Contractor (3) delivers to the Contracting Officer, as required by this clause, all disclosures of subject inventions, an acceptable final report, and all due confirmatory instruments.

The Contracting Officer may decrease or increase the sums withheld up to the maximum (4) authorized. The Contracting Officer will not withhold any amount under this paragraph while the amount specified by this paragraph is being withheld under other provisions of the contract. The withholding of any amount or the subsequent payment shall not be construed as a waiver of any Government rights.

. Unless provided otherwise, neither the Contractor nor any (h) Preference for United States industry assignee shall grant to any person the exclusive right to use or sell any subject invention in the United States unless the person agrees that any products embodying the subject invention or produced through the use of the subject invention will be manufactured substantially in the United States. However, in individual cases, the requirement may be waived by the agency upon a showing by the Contractor or assignee that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States or that, under the circumstances, domestic manufacture is not commercially feasible.

Subcontracts.(i)

The Contractor shall include the substance of the patent rights clause required by FAR subpart 27.3 (1) in all subcontracts for experimental, developmental, or research work. The prescribed patent rights clause must be modified to identify the parties as follows: references to the Government are not changed, and the subcontractor has all rights and obligations of the Contractor in the clause. The Contractor shall not, as part of the consideration for awarding the subcontract, obtain rights in the subcontractor's subject inventions.

In the event of a refusal by a prospective subcontractor to accept the clause, the Contractor-(2)

Shall promptly submit a written notice to the Contracting Officer setting forth the (i) subcontractor's reasons for such refusal and other pertinent information that may expedite disposition of the matter; and

Shall not proceed with such subcontract without the written authorization of the (ii) Contracting Officer.

In subcontracts at any tier, the agency, the subcontractor, and the Contractor agree that the (3) mutual obligations of the parties created by the patent rights clause constitute a contract between the subcontractor and the agency with respect to those matters covered by this clause.

The Contractor shall promptly notify the Contracting Officer in writing upon the award of any (4) subcontract at any tier containing a patent rights clause by identifying the subcontractor, the applicable patent rights clause, the work to be performed under the subcontract, and the dates of award and estimated completion. Upon request of the Contracting Officer, the Contractor shall furnish a copy of such subcontract, and, no more frequently than annually, a listing of the subcontracts that have been awarded.

(End of clause)

As prescribed in 27.303(e)(5), add the following sentence at the end of Alternate II ( 2007).Dec paragraph (c)(1)(i) of the basic clause:

The agency reserves the right to unilaterally amend this contract to identify specific treaties or international agreements entered into by the Government before or after the effective date of this contract, and effectuate those license or other rights that are necessary for the Government to meet its obligations to foreign governments, their nationals, and international organizations under treaties or international agreements with respect to subject inventions made after the date of the amendment.

52.204-22 Alternative Line Item Proposal. 2017-01

As prescribed in , insert the following provision:4.1008

Alternative Line Item Proposal (Jan 2017)

The Government recognizes that the line items established in this solicitation may not conform to (a) the Offeror's practices. Failure to correct these issues can result in difficulties in acceptance of deliverables and processing payments. Therefore, the Offeror is invited to propose alternative line items for which bids, proposals, or quotes are requested in this solicitation to ensure that the resulting contract is economically and administratively advantageous to the Government and the Offeror.

The Offeror may submit one or more additional proposals with alternative line items, provided (b) that alternative line items are consistent with subpart 4.10 of the Federal Acquisition Regulation.

However, acceptance of an alternative proposal is a unilateral decision made solely at the discretion of the Government. Offers that do not comply with the line items specified in this solicitation may be determined to be nonresponsive or unacceptable.

(End of provision)

252.232-7006 Wide Area WorkFlow Payment Instructions. 2018-12

As prescribed in 232.7004(b), use the following clause:

WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (DEC 2018)

(a) As used in this clause- Definitions.

"Department of Defense Activity Address Code (DoDAAC)" is a six position code that uniquely identifies a unit, activity, or organization.

"Document type" means the type of payment request or receiving report available for creation in Wide Area WorkFlow (WAWF).

"Local processing office (LPO)" is the office responsible for payment certification when payment certification is done external to the entitlement system.

"Payment request" and "receiving report" are defined in the clause at 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(b) The WAWF system provides the method to electronically process vendor Electronic invoicing.

payment requests and receiving reports, as authorized by Defense Federal Acquisition Regulation Supplement (DFARS) 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(c) To access WAWF, the Contractor shall- WAWF access.

(1) Have a designated electronic business point of contact in the System for Award Management at https://www.sam.gov; and

(2) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration available at this web site.

(d) The Contractor should follow the training instructions of the WAWF Web- WAWF training.

Based Training Course and use the Practice Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the "Web Based Training" link on the WAWF home page at https://wawf.eb.mil/

(e) Document submissions may be via web entry, WAWF methods of document submission.

Electronic Data Interchange, or File Transfer Protocol.

(f) The Contractor shall use the following information when WAWF payment instructions.

submitting payment requests and receiving reports in WAWF for this contract or task or delivery order:

(1) The Contractor shall submit payment requests using the following Document type.

document type(s):

(i) For cost-type line items, including labor-hour or time-and-materials, submit a cost voucher.

(ii) For fixed price line items-

(A) That require shipment of a deliverable, submit the invoice and receiving report specified by the Contracting Officer.

(Contracting Officer: Insert applicable invoice and receiving report document type(s) for fixed price line items that require shipment of a deliverable.)

(B) For services that do not require shipment of a deliverable, submit either the Invoice 2in1, which meets the requirements for the invoice and receiving report, or the applicable invoice and receiving report, as specified by the Contracting Officer.

(Contracting Officer: Insert either "Invoice 2in1" or the applicable invoice and receiving report document type(s) for fixed price line items for services.)

(iii) For customary progress payments based on costs incurred, submit a progress payment request.

(iv) For performance based payments, submit a performance based payment request.

(v) For commercial item financing, submit a commercial item financing request.

(2) ) Fast Pay requests are only permitted when Federal Acquisition Regulation (FAR) 52.213-1 is included in the contract.

(f) [Note: The Contractor may use a WAWF "combo" document type to create some combinations of invoice and receiving report in one step.]

(3) The Contractor shall use the information in the Routing Data Table Document routing.

below only to fill in applicable fields in WAWF when creating payment requests and receiving reports in the system.

Routing Data Table*

Field Name in WAWF Data to be entered in WAWF

Pay Official DoDAAC ____

Issue By DoDAAC ____

Admin DoDAAC ____

Inspect By DoDAAC ____

Ship To Code ____

Ship From Code ____

Mark For Code ____

Service Approver (DoDAAC) ____

Service Acceptor (DoDAAC) ____

Accept at Other DoDAAC ____

LPO DoDAAC ____

DCAA Auditor DoDAAC ____

Other DoDAAC(s) ____

(*Contracting Officer: Insert applicable DoDAAC information. If multiple ship to/acceptance locations apply, insert "See Schedule" or "Not applicable.")

(**Contracting Officer: If the contract provides for progress payments or performance-based payments, insert the DoDAAC for the contract administration office assigned the functions under FAR 42.302(a) (13).)

(4) The Contractor shall ensure a payment request includes documentation Payment request.

appropriate to the type of payment request in accordance with the payment clause, contract financing clause, or Federal Acquisition Regulation 52.216-7, Allowable Cost and Payment, as applicable.

(5) The Contractor shall ensure a receiving report meets the requirements of Receiving report.

DFARS Appendix F.

(g) WAWF point of contact.

(1) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting activity's WAWF point of contact.

(Contracting Officer: Insert applicable information or "Not applicable.")

(2) Contact the WAWF helpdesk at 866-618-5988, if assistance is needed.

(End of clause)

52.227-13 ALT I Patent Rights-Ownership by the Government. - (Alternate I) 1989-06

As prescribed at , insert the following clause:27.303(e)

Patent Rights-Ownership by the Government (Dec 2007)

As used in this clause-(a) Definitions.

means any invention or discovery that is or may be patentable or otherwise protectable Invention under title 35 of the U.S. Code or any variety of plant that is or may be protectable under the Plant Variety Protection Act (7 U.S.C. 2321, )et seq.

means-Made

When used in relation to any invention other than a plant variety, means the conception or first (1) actual reduction to practice of the invention; or

When used in relation to a plant variety, means that the Contractor has at least tentatively (2) determined that the variety has been reproduced with recognized characteristics.

"Practical application" means to manufacture, in the case of a composition or product; to practice, in the case of a process or method; or to operate, in the case of a machine or system; and, in each case, under such conditions as to establish that the invention is being utilized and that its benefits are, to the extent permitted by law or Government regulations, available to the public on reasonable terms.

means any invention of the Contractor made in the performance of work under this Subject invention contract.

(b) Ownership.

The Contractor shall assign to the Government title throughout the (1) Assignment to the Government.

world to each subject invention, except to the extent that rights are retained under paragraphs (b)(2) and

(d) of this clause.

(2) Greater rights determinations.

The Contractor, or an employee-inventor after consultation with the Contractor, may request greater (i) rights than the nonexclusive license provided in paragraph (d) of this clause. The request for a greater rights must be submitted to the Contracting Officer at the time of the first disclosure of the subject invention pursuant to paragraph (e)(2) of this clause, or not later than 8 months thereafter, unless a longer period is authorized in writing by the Contracting Officer for good cause shown in writing by the Contractor. Each determination of greater rights under this contract normally shall be subject to paragraph (c) of this clause, and to the reservations and conditions deemed to be appropriate by the agency.

Upon request, the Contractor shall provide the filing date, serial number and title, a copy of (ii) the patent application (including an English-language version if filed in a language other than English), and patent number and issue date for any subject invention in any country for which the Contractor has retained title.

Upon request, the Contractor shall furnish the agency an irrevocable power to inspect and (iii) make copies of the patent application file.

(c) Minimum rights acquired by the Government.

Regarding each subject invention to which the Contractor retains ownership, the Contractor agrees as (1) follows:

The Government will have a nonexclusive, nontransferable, irrevocable, paid-up license to (i) practice, or have practiced for or on its behalf, the subject invention throughout the world.

The agency has the right to require licensing pursuant to 35 U.S.C. 203 and 210(c) and in (ii) accordance with the procedures set forth in and any supplemental regulations of the 37 CFR 401.6 agency in effect on the date of the contract award.

Upon request, the Contractor shall submit periodic reports no more frequently than (iii) annually on the utilization, or efforts to obtain utilization, of a subject invention by the Contractor or its licensees or assignees. The reports shall include information regarding the status of development, date of first commercial sale or use, gross royalties received by the Contractor, and any other data and information as the agency may reasonably specify. The Contractor also shall provide additional reports as may be requested by the agency in connection with any march-in proceedings undertaken by the agency in accordance with paragraph (c)(1)(ii) of this clause. To the extent data or information supplied under this section is considered by the Contractor, or its licensees, or assignees to be privileged and confidential and is so marked, the agency, to the extent permitted by law, will not disclose such information to persons outside the Government.

When licensing a subject invention, the Contractor shall-(iv)

Ensure that no royalties are charged on acquisitions involving Government funds, (A) including funds derived through a Military Assistance Program of the Government or otherwise derived through the Government;

Refund any amounts received as royalty charges on a subject invention in acquisitions (B) for, or on behalf of, the Government;

Provide for this refund in any instrument transferring rights in the subject invention to (C) any party.

When transferring rights in a subject invention, the Contractor shall provide for the (v) Government's rights set forth in paragraphs (c)(1)(i) through (c)(1)(iv) of this clause.

Nothing contained in paragraph (c) of this clause shall be deemed to grant to the Government (2) rights in any invention other than a subject invention.

Minimum rights to the Contractor.(d)

The Contractor is hereby granted a revocable, nonexclusive, paid-up license in each patent (1) application filed in any country on a subject invention and any resulting patent in which the Government obtains title, unless the Contractor fails to disclose the subject invention within the times specified in paragraph (e)(2) of this clause. The Contractor's license extends to any of its domestic subsidiaries and affiliates within the corporate structure of which the Contractor is a part, and includes the right to grant sublicenses to the extent the Contractor was legally obligated to do so at contract award. The license is transferable only with the written approval of the agency except when transferred to the successor of that part of the Contractor's business to which the subject invention pertains.

The Contractor's license may be revoked or modified by the agency to the extent necessary to (2) achieve expeditious practical application of the subject invention in a particular country in accordance with the procedures in FAR 27.302(i)(2) and 27.304-1(f).

When the Government elects not to apply for a patent in any foreign country, the Contractor (3) retains rights in that foreign country to apply for a patent, subject to the Government's rights in paragraph (c)(1) of this clause.

(e) Invention identification, disclosures, and reports.

The Contractor shall establish and maintain active and effective procedures to educate its employees (1) in order to assure that subject inventions are promptly identified and disclosed to Contractor personnel responsible for patent matters. The procedures shall include the maintenance of laboratory notebooks or equivalent records and other records as are reasonably necessary to document the conception and/or the first actual reduction to practice of subject inventions, and records that show the procedures for identifying and disclosing subject inventions are followed. Upon request, the Contractor shall furnish the Contracting Officer a description of these procedures for evaluation and for a determination as to their effectiveness.

The Contractor shall disclose in writing each subject invention to the Contracting Officer (2) within 2 months after the inventor discloses it in writing to Contractor personnel responsible for patent matters or, if earlier, within 6 months after the Contractor becomes aware that a subject invention has been made, but in any event before any on sale ( , sale or offer for sale), public use, or publication of i.e.

the subject invention known to the Contractor. The disclosure shall identify the contract under which the subject invention was made and the inventor(s). It shall be sufficiently complete in technical detail to convey a clear understanding of the subject invention. The disclosure shall also identify any publication, on sale, or public use of the subject invention and whether a manuscript describing the subject invention has been submitted for publication and, if so, whether it has been accepted for publication. In addition, after disclosure to the agency, the Contractor shall promptly notify the Contracting Officer of the acceptance of any manuscript describing the subject invention for publication and any on sale or public use.

The Contractor shall furnish the Contracting Officer the following:(3)

Interim reports every 12 months (or a longer period as may be specified by the Contracting (i) Officer) from the date of the contract, listing subject inventions during that period, and stating that all subject inventions have been disclosed (or that there are none) and that the procedures required by paragraph (e)(1) of this clause have been followed.

A final report, within 3 months after completion of the contracted work, listing all subject (ii) inventions or stating that there were none, and listing all subcontracts at any tier containing a patent rights clause or stating that there were none.

The Contractor shall require, by written agreement, its employees, other than clerical and (4) nontechnical employees, to disclose promptly in writing to personnel identified as responsible for the administration of patent matters and in the Contractor's format each subject invention in order that the Contractor can comply with the disclosure provisions of paragraph (c) of this clause, and to execute all papers necessary to file patent applications on subject inventions and to establish the Government's rights in the subject inventions. This disclosure format should require, as a minimum, the information required by paragraph (e)(2) of this clause. The Contractor shall instruct such employees, through employee agreements or other suitable educational programs, as to the importance of reporting inventions in sufficient time to permit the filing of patent applications prior to U.S. or foreign statutory bars.

Subject to FAR 27.302(i), the Contractor agrees that the Government may duplicate and (5) disclose subject invention disclosures and all other reports and papers furnished or required to be furnished pursuant to this clause.

Examination of records relating to inventions.(f)

The Contracting Officer or any authorized representative shall, until 3 years after final payment under (1) this contract, have the right to examine any books (including laboratory notebooks), records, and documents of the Contractor relating to the conception or first actual reduction to practice of inventions in the same field of technology as the work under this contract to determine whether-

Any inventions are subject inventions;(i)

The Contractor has established and maintains the procedures required by paragraphs (e)(1) (ii) and (e)(4) of this clause; and

The Contractor and its inventors have complied with the procedures.(iii)

The Contractor shall disclose to the Contracting Officer, for the determination of ownership (2) rights, any unreported invention that the Contracting Officer believes may be a subject invention.

Any examination of records under paragraph (f) of this clause will be subject to appropriate (3) conditions to protect the confidentiality of the information involved.

Withholding of payment. (This paragraph does not apply to subcontracts.)(g)

Any time before final payment under this contract, the Contracting Officer may, in the Government's (1) interest, withhold payment until a reserve not exceeding $50,000 or 5 percent of the amount of this contract, whichever is less, shall have been set aside if, in the Contracting Office's opinion, the Contractor fails to-

Establish, maintain, and follow effective procedures for identifying and disclosing subject (i) inventions pursuant to paragraph (e)(1) of this clause;

Disclose any subject invention pursuant to paragraph (e)(2) of this clause;(ii)

Deliver acceptable interim reports pursuant to paragraph (e)(3)(i) of this clause; or(iii)

Provide the information regarding subcontracts pursuant to paragraph (i)(4) of this clause.(iv)

The Contracting Officer will withhold the reserve or balance until the Contracting Officer has (2) determined that the Contractor has rectified whatever deficiencies exist and has delivered all reports, disclosures, and other information required by this clause.

The Contracting Officer will not make final payment under this contract before the Contractor (3) delivers to the Contracting Officer, as required by this clause, all disclosures of subject inventions, an acceptable final report, and all due confirmatory instruments.

The Contracting Officer may decrease or increase the sums withheld up to the maximum (4) authorized. The Contracting Officer will not withhold any amount under this paragraph while the amount specified by this paragraph is being withheld under other provisions of the contract. The withholding of any amount or the subsequent payment shall not be construed as a waiver of any Government rights.

. Unless provided otherwise, neither the Contractor nor any (h) Preference for United States industry assignee shall grant to any person the exclusive right to use or sell any subject invention in the United States unless the person agrees that any products embodying the subject invention or produced through the use of the subject invention will be manufactured substantially in the United States. However, in individual cases, the requirement may be waived by the agency upon a showing by the Contractor or assignee that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States or that, under the circumstances, domestic manufacture is not commercially feasible.

Subcontracts.(i)

The Contractor shall include the substance of the patent rights clause required by FAR subpart 27.3 (1) in all subcontracts for experimental, developmental, or research work. The prescribed patent rights clause must be modified to identify the parties as follows: references to the Government are not changed, and the subcontractor has all rights and obligations of the Contractor in the clause. The Contractor shall not, as part of the consideration for awarding the subcontract, obtain rights in the subcontractor's subject inventions.

In the event of a refusal by a prospective subcontractor to accept the clause, the Contractor-(2)

Shall promptly submit a written notice to the Contracting Officer setting forth the (i) subcontractor's reasons for such refusal and other pertinent information that may expedite disposition of the matter; and

Shall not proceed with such subcontract without the written authorization of the (ii) Contracting Officer.

In subcontracts at any tier, the agency, the subcontractor, and the Contractor agree that the (3) mutual obligations of the parties created by the patent rights clause constitute a contract between the subcontractor and the agency with respect to those matters covered by this clause.

The Contractor shall promptly notify the Contracting Officer in writing upon the award of any (4) subcontract at any tier containing a patent rights clause by identifying the subcontractor, the applicable patent rights clause, the work to be performed under the subcontract, and the dates of award and estimated completion. Upon request of the Contracting Officer, the Contractor shall furnish a copy of such subcontract, and, no more frequently than annually, a listing of the subcontracts that have been awarded.

(End of clause)

As prescribed in 27.303(e) (4), add the following sentence at the end of Alternate I ( 1989).Jun paragraph (c)(1)(i) of the basic clause:

The license will include the right of the Government to sublicense foreign governments, their nationals, and international organizations pursuant to the following treaties or international agreements: * [____ *Contracting Officer complete with the names of applicable existing treaties or international agreements. The above language is not intended to apply to treaties or agreements that are in effect on

]the date of the award but are not listed.

52.204-24 Representation Regarding Certain Telecommunications and

Video Surveillance Services or Equipment.

2019-12

As prescribed in , insert the following provision:4.2105(a)

Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Dec 2019)

The Offeror shall not complete the representation in this provision if the Offeror has represented that it "does not provide covered telecommunications equipment or services as a part of its offered products or services to the Government in the performance of any contract, subcontract, or other contractual instrument" in the provision at 52.204-26, Covered Telecommunications Equipment or Services- Representation, or in paragraph (v) of the provision at 52.212-3, Offeror Representations and Certifications-Commercial Items.

As used in this provision-(a) Definitions.

"Covered telecommunications equipment or services", "critical technology", and "substantial or essential component" have the meanings provided in clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

. Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for (b) Prohibition Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system.

Contractors are not prohibited from providing-

A service that connects to the facilities of a third-party, such as backhaul, roaming, or (1) interconnection arrangements; or

Telecommunications equipment that cannot route or redirect user data traffic or permit (2) visibility into any user data or packets that such equipment transmits or otherwise handles.

The Offeror shall review the list of excluded parties in the System for Award (c) Procedures.

Management (SAM) (https://www.sam.gov) for entities excluded from receiving federal awards for "covered telecommunications equipment or services".

The Offeror represents that it(d) Representation.

will, will not provide covered telecommunications equipment or services to the Government in the performance of any contract, subcontract or other contractual instrument resulting from this solicitation.

If the Offeror has represented in paragraph (d) of this provision that it "will" provide (e) Disclosures.

covered telecommunications equipment or services", the Offeror shall provide the following information as part of the offer-

A description of all covered telecommunications equipment and services offered (include (1) brand; model number, such as original equipment manufacturer (OEM) number, manufacturer part number, or wholesaler number; and item description, as applicable);

Explanation of the proposed use of covered telecommunications equipment and services and (2) any factors relevant to determining if such use would be permissible under the prohibition in paragraph

(b) of this provision;

For services, the entity providing the covered telecommunications services (include entity (3) name, unique entity identifier, and Commercial and Government Entity (CAGE) code, if known); and

For equipment, the entity that produced the covered telecommunications equipment (include (4) entity name, unique entity identifier, CAGE code, and whether the entity was the OEM or a distributor, if known).

(End of provision)

52.204-26 Covered Telecommunications Equipment or Services-

Representation.

2019-12

As prescribed in , insert the following provision:4.2105(c)

Covered Telecommunications Equipment or Services-Representation (Dec 2019)

As used in this provision, "covered telecommunications equipment or services" has (a) Definitions.

the meaning provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

The Offeror shall review the list of excluded parties in the System for Award (b) Procedures.

Management (SAM) (https://www.sam.gov) for entities excluded from receiving federal awards for "covered telecommunications equipment or services".

The Offeror represents that it(c) Representation.

does, does not provide covered telecommunications equipment or services as a part of its offered products or services to the Government in the performance of any contract, subcontract, or other contractual instrument.

(End of provision)

52.209-11 Representation by Corporations Regarding Delinquent Tax

Liability or a Felony Conviction under any Federal Law.

2016-02

As prescribed in , insert the following provision:9.104-7(d)

Representation by Corporations Regarding Delinquent Tax Liability or a Felony Conviction under any Federal Law (Feb 2016)

As required by sections 744 and 745 of Division E of the Consolidated and Further Continuing (a) Appropriations Act, 2015 (Pub. L. 113-235), and similar provisions, if contained in subsequent appropriations acts, the Government will not enter into a contract with any corporation that-

Has any unpaid Federal tax liability that has been assessed, for which all judicial and (1) administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability, where the awarding agency is aware of the unpaid tax liability, unless an agency has considered suspension or debarment of the corporation and made a determination that suspension or debarment is not necessary to protect the interests of the Government; or

Was convicted of a felony criminal violation under any Federal law within the preceding 24 (2) months, where the awarding agency is aware of the conviction, unless an agency has considered suspension or debarment of the corporation and made a determination that this action is not necessary to protect the interests of the Government.

The Offeror represents that-(b)

It is(1) is not a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability; and

It is(2) is not a corporation that was convicted of a felony criminal violation under a Federal law within the preceding 24 months.

(End of provision)

52.212-3 ALT I

Offeror Representations and Certifications-Commercial Items. -

(Alternate I) 2014-10

As prescribed in , insert the following provision:12.301(b)(2)

Offeror Representations and Certifications-Commercial Items (Jun 2020)

The Offeror shall complete only paragraph (b) of this provision if the Offeror has completed the annual representations and certification electronically in the System for Award Management (SAM) accessed through https://www.sam.gov. If the Offeror has not completed the annual representations and certifications electronically, the Offeror shall complete only paragraphs (c) through (v)) of this provision.

. As used in this provision-(a) Definitions

"Covered telecommunications equipment or services" has the meaning provided in the clause 52.204- 25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

means a small Economically disadvantaged women-owned small business (EDWOSB) concern business concern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the United States and who are economically disadvantaged in accordance with . It 13 CFR part 127 automatically qualifies as a women-owned small business eligible under the WOSB Program.

means all work or service-Forced or indentured child labor

Exacted from any person under the age of 18 under the menace of any penalty for its (1) nonperformance and for which the worker does not offer himself voluntarily; or

Performed by any person under the age of 18 pursuant to a contract the enforcement of which (2) can be accomplished by process or penalties.

means the entity that owns or controls an immediate owner of the offeror, or that Highest-level owner owns or controls one or more entities that control an immediate owner of the offeror. No entity owns or exercises control of the highest level owner.

means an entity, other than the offeror, that has direct control of the offeror. Immediate owner Indicators of control include, but are not limited to, one or more of the following: ownership or interlocking management, identity of interests among family members,…