LETTER TO GENTLEMEN: APPLIED TECHNOLOGY, INCORPORATED FROM (Sanitized)

• Document Type: CREST
• Collection: General CIA Records
• Document Number (FOIA) /ESDN (CREST): CIA-RDP66B00728R000200220014-9
• Release Decision: RIPPUB
• Original Classification: S
• Document Page Count: 48
• Document Creation Date: December 12, 2016
• Document Release Date: June 20, 2002
• Sequence Number: 14
• Publication Date: April 5, 1963
• Content Type: LETTER

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I
25X1A \A "
nfCUM'ENT NO.
NO CHANCE 1.11 CLASS.
:G: TS $ C
iALIN. Ha 71';.2 1
DATER D LflEVIEWUi1_Ofi454
Applied Technology, Incorporated
930 Industrial Avenue
Palo Alto, California
IDEA-1058
Contract No. DV-515
Amendment No. 1
5 April 1963
l
l.Your attention is directed to Contract No. DV--515 entered into as
of 14 December 1962 by and between Applied Technology, Incorporated, a
California Corporation (hereinafter called the Contractor) and the United
States of America, represented by the Contracting Officer executing this
amendment (hereinafter called the Government).
2. By mutual consent of the parties hereto the following items I, J, and
K are added to PART I of the scheduled the cobttaht:
I.
Special Logic board for blank
stare system 9-A
1 ea. @ $264
$260.00
J.
Test Modulators for system 12
6 ea. @ $275
$1650.00
K.
Extension Jumpers for system
12
6 ea. @ $120
$ 720.00
3. The above results in a net increase of two thousand six hundred and
thirty dollars and no cents ($2,630.00) from an old total. consideration of
25X1A
4. All, other terms, conditions and requirements of the contract remain
unchanged.
5. Please indicate your acceptance of this amendment No. 1 by the
execution of all three copies hereto. The original and one copy are to be
returned to the undersigned, the remaining copy may be retained for your files.
Yours very truly,
ACKNOWLEDGED AND ACCEPTED
APPLIED TECHNOLOGY, INCORPORATED
Contracting Officer
STATOTHR B Y
TIT.6 -2residant.
CIA-RDP6 ET8R000200220014-9
25X1A
DATE 25 April 1963
 fir- SJA
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- C'an~ rZ "~-
25X1A
-y I I NO CF?A!7Ss IN CLASS. IDEAL-0955
TS s C COPY / of 6
AUiHI __Ha 70.2
DATE 13~ P,EYIEwm- O 1 4 DEC 1962
Applied Technology, Incorporated
930 Industrial Avenue
Pala Alto, California
CONTRACT NO. AF33(657)-8581
File No. DV-515
Contract for: See Schedule Amount: See Schedule
Mail Invoices to: Performance Period:
See Schedule
Administrative Data:
is con ract Is entered into by and between th e United States of
America, hereinafter called the Government, represented by the
Contracting Officer executing this contract, and the above named
Contractor which is a corporation, incorporated in the State of
California hereinafter called the Contractor.
The parties hereto agree that the Contractor shall furnish the
facilities and deliver all supplies and perform all the services
set forth in the attached schedule issued hereunder, for the con-
sideration stated therein.
The rights and obligations of the parties to this contract shall be
subject to and governed by the attached schedule and General Provi-
sions. In the event of any inconsistenny?between the Schedule and the
General Provisions, the Schedule shall control.
IN WITNESS WHEREOF, the parties hereto have executed this contract
as of 14 DEC 1962 1962.
Signatures
APPLIED TECHNOLOGY, INCORPORATED THE UNITED STATES OF AMERICA 25X1A
STATOTHR By I
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File No. DV-515
CERTIFICATE
STATOTHR I,
STATOTHR
certify that I am the
'Treasurer of the Corporation named
as Contractor herein; that who
signed this contract on behalf of the Contractor was then
President
STATOTHR
(Corporate seal)
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of said Corporation; that said contract was
duly signed for and in behalf of said Corporation by authority of its
governing body., and is within the scope of its Corporate powers.
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INDEX TO SCHEDULE
Page
PART I -
ARTICLES TO BE FURNISHED . . . . . . . . . . . .
4
PART II -
DELIVERY SCHEDULE . . . .. . . . . . . . a . . .
6
PART III - CONSIDERATION AND PAYMENT. . . . . . . . . . . .
7
PART IV
- WAIVER OF REQUIREMENTS OF GENERAL PROVISIONS . .
7
PART V -
SPECIAL SECURITY RESTRICTIONS . . . . . . . . . .
7
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whatsoever with respect to the department of the Goverment sponsoring
this contract and the work thereunder except as the Contractor is
directed or permitted to reveal such information by the Contracting
Officer or by his duly authorized representative for security matters,
and notwithstanding any clause or section of this contract to the
contrary, the Contractor shall not interpret any clause or section of
this contract as requiring or permitting divulgence of such informa-
tion to any person, public or private, or to any officer or department
of the Government without the express consent of the Contracting
Officer or his duly authorized representative for security matters.
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INDEX TO GENERAL JPROVISIONS
Clause No Paee No k
e o o o o a 0 0 0 0 0 0 o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 4 0 0 0 0 0 0 0 0 o e o o e v
1, DEFINITIONS
2. CHNGESQOOOOOOOeooaoooeo+doooeeooooooooooo.,o+aoooooo0 2
OOO e o o Oo 004
3. EXTRAS o o+oa 0O og0o'~00Y ......................... 2
40 VARIATION IN Q7AN1ITY00000000 00000a000S40000000000400 2
5,e INSPECTIONO+o040000400000000000004000sooese0aoo0ooooge 2
6. RESPONSIBILITY FOR SUPPLIES-oeoooodoaaaoodaOeboo..o.e., 3
ry 4
, PA~Y~yME' NTS. 0 0 0 0 0 CLAM O 0 4 0 0 0 0 o e O o O e e 0 0 0 O O e 0 o 0 O O d o O 4 o 0 0 O 0 O O a 0 O o o
8 0 ASSIGNMEN OF 4JLAd.A'~/ ............ o ....... a O d 4 O O+ 0 4 0 0+ O 0 4 V
9e ADDITIONAL BOND SECURITY.*0o00g4400404*0000000005 ? aoe 4
10, FEDERAL STATE, AND LOCAL TAXV3 ..........a....cobaeooa 5
11e DEFAUL~T~4oooeeooooeboeooooe+ooooooeoeeooeoeoooooomooeeo 7
12. DIS~Ps'U~l+.Cnryr,P000009~0000*oo~oo~o~o+ooooo+ooooo000000600 00000000* 8
13a SOVIETCONTROLIED AREAS oao00oaooboco 00oaoaoeo000oao... 9
14. EIGHT-HOUR LAW OF 1912-OVERTIME COMPENSATION.Ooa0oeo 9
150 WAISH-HEALEY PUBLIC CONTRACTS ACToeneoe00eaooeeooooooa 9
160 NONDISCRIl`~INATION IN EMPLOYMF iT o 0 0 0 0 o e o a o o .s o o e e e o 0 o m o o 3,0
170 OFFICIALS NOT TO BENEFIT eooaooooao.aoq+ooeooaoeoaooogq 1O`/
18c COVETANT AGAINST CONTINGENT FEES oeeee+oaeaooeo00o oe 1O`~
19. TERMINATION FOR CONVENIENCE OF THE GOVERNMENT.. e e a o . o u
20, AUTHORIZATION AND CONSENT..,0?000o0a00aoao?eeaoooaooaoo 3.6
210 NOTICE AND ASSISTANCE REGARDING PATENT IN FRIN NT. . 16
22. BUY AMERICAN ACToeoomooo,eooooooeoooaoooooooea-oeaooooo 17k
23, FILING OF PATENT APPLICATIONS,..oomba0Oabaeeoooetlooooo 18
24. PATENT RIGHTS?oaooeoa+oeo+doeooo+oooooaeoooooooooa.... 18
25a DATA P0 aaoeatla000000*000.aeee+00000000060000000*000000* 23
26, MILITARY SECURITY REQT~I~REMENNTSoooaoaoooedaoaoooenoaeo,s 24v/
OF SMALL BUSINESS CONCERNS ........ o e e o e 0 e. 26'
27, UTILIZATION
y'
280 EXAMINATION OF RECORDS... oeGOaeo000e0d060?P400000440P0 26
290 GRA~'U~[T?pyE~d a'0000OW00ad0oQOe0ee00a+000 000PO00eeed d'0 OOO0Q 26
30. CON `TICT +~ROR 0 0 0 0 0 0 0 O n 0 O O O tl e e e a+ O O 0 0 0 0 O 4 O o e O O O ........ 2
31. MATERIAL INSPECTION AND RECEIVING' REPORT,.,.Oao.e0ee.. 27
32, SUBCONTRACTS.OO4000000400000044000000400000000060*0004 27
33o SUBCONTRACTS acooPe04000...,o.oeonneaeoeroood+ooo.oear0 2
T~RISKmeaadaa0PP0040QnaaoaaPaoaa,aaq.e X28
34, GROUND AND FLIGHT
350 INSPECTION AND AUDITa.aoe0obo0ooeoaeoae0000as.e0aaooeo 33
36, GOVERNMENT FURNISHED PROPERTYOo000a0e6e0oe4eeb0neg0aoo 34
370 ALT1RATIONS IN CONTRACT0 440 *0000004000 050000aeeumao 38
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GENERAL PROVISION:
.. DEFINITIONS (ASPR 7-lO3.l)
As used throughout this contract, the following terms shall have
the meanings set forth belows
(a)) The term "SecretaryBO means the Secretary, the Under Secretary,
or any Assistant Secretary of the Department, and the, head or any
assistant head of the Federal agency; and the term his duly authorized
representative" means any person or persons or board (other than the
Contracting Officer) authorized to act for the Secretary.
(b) The term "Contracting OfficerBO means the person executing this
contract.on behalf of the Government, and any other officer or civilian
employee who is a properly designated Contracting Officers and the term
cl, e.e, except as otherwise provided in this contract, the authorized
representative of a Contracting Officer acting within the limits of his
authority.
(c) Except as otherwise provided in this contract, the term 81sub-
contracts"4ncludes purchase, orders under this contract.
2m CHANGES ' (ASPR 7-103.2)
.q Contracting Officer may at any time, by a written order, and 11 without,notice to the sureties, make changes, within the general scope
of this contract, in any one or mare of the followings (i Drawings,
designs, or specifications, where the supplies to be furnished. are to
be specially manufactured for the Government in accordance therewith;
(ii) method of shipment or-packinga and (iii) place of delivery. If any
staph change causes an increase or decrease in the cost of, or the time
required for the performance of any part of the work under this contract,
whether changed or not changed by any such order, an equitable adjust-
ment shall be made in the contract price or delivery schedule, or both,
and the contract shall be modified in writing accordingly. Any claim by
the Cox~tracto. for adjustment under this clause mmxst be asserted within
30 days from he data of receipt by the Contractor of the notification
of changes P , . , That the Contracting Officer, if he
derides, , that the facts justify such action, may receive and act upon any
such claim asserted at any - time prior to final payment under this con-
tract,.. Where the cost of property made obsolete or excess as result of
a change is included in the , Contractor ? s claim for ad justmant, the
Contracting Officer shall have the right to prescribe the manner of
disposition of such property. Failure to agree to any adjustment shall
be a dispute concerning a question of fact within the meaia .ng of the
clause of this contract entitled ??Disputes.04 However, not;iing in this
clause shall excuse.the Contractor from proceeding with the contract as
changed. (Rev. No. 28, 1/28/589 Reve No. 30, 3/17/58)
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3. EXTRAS (ASPR 7-103.31
Except as otherwise provided in this contract, no payment for extras.
shall be made unless such extras and the price therefor have been auth
orized in writing by the Contracting Officer.
4. VARIATION IN QUANTITY (ASPR 7-103.4)
No variation in the quantity of any item called for by this contract
will be accepted unless such variation has been caused by conditions of
loading, shipping, or packing, or allowances in manufacturing processes,
and then only to the extent, if any, specified elsewhere in this contract.
5. INSPECTION (ASPR 7-103.5)
(a) All supplies (which term throughout this clause includes with-
out limitation raw materials, components, intermediate assemblies, and
and products) shall be subject to inspection and test by the Government,
to the extent practicable at all times and places including the period
of manufacture, and in any event prior to acceptance. (Rev. No. 33,
5/14/58.)
(b) In case any supplies or lots of supplies are defective in
material or workmanship or otherwise not in conformity with the require-
ments of this contract, the Government shall have the right either to
reject them (with or without instructions as to their disposition) or
to require their corrections Supplies or lots of supplies which have
been rejected or required to be corrected shall be removed or, if per-
mitted or required by the Contracting Officer, corrected in place by
and at'the expense of the Contractor promptly after notice, and shall
not thereafter be tendered for acceptance unless the former rejection
or requirement of correction is disclosed. If the Contractor fails
promptly to remove such supplies or lots of supplies which are required
to be removed, or promptly to replace or correct such supplies or lots
of supplies, the Government either (i) may by contract or otherwise
replace or correct such supplies and char a to the Contractor the cost
occasioned the Government thereby, or (ii) may terminate this contract
for default as provided in'the clause of this contract entitled "Default."
Unless the Contractor corrects or replaces such supplies within the
delivery schedule, the Contracting Officer may require the delivery of
such supplies at a reduction in price which is equitable under the cir-
cumstances. ._Failure to agree to such reduction of price shall be a
dispute concerning a question of fact within the meaning of the clause
of this contract entitled "Disputes." (Rev. No. 28, 1/2$/58.)
(o) If any inspection or test is made by the Government on the
premises of the Contractor or a subcontractor, the Contractor without
additional charge shall provide all reasonable facilities and assist-
ance for the safety and convenience of the Government inspectors in
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the performance of their duties. If Government inspection or test is
made at a point other than the premises of the Contractor or a subcon-
tractor., it shall be a the expense of the Goverment except as other-
wise provided in this contracts That in ease of rejection
the Government shall not be liable for any reduction in value of samples
used in connection with such inspection or testa All inspections and
tosts by the Government shall be performed in such a manner as not to
unduly delay the w?rko The Government reserves the right to charge to
the-Contractor any additional cost of Government inspection and test
?then"supplies are not-ready at the time such inspection and test is
requested by the Contractor or when reinspection or retest is necessi-
tated by prior rejection. Acceptance or rejection of the supplies
shall be made as promptly as practicable after delivery, except as
otherwise provided in this contractg but failure to inspect and accept
or reject supplies shall neither relieve the Contractor from responsi-
bility for such supplies as-are not in accordance with the contract
requirements nor impose liability on the Government thersf?ro (Rev.-
,No a 28 , 1/28/58.
(d) The inspection and test by the Government of any supplies or
lots thereof does not relieve the Contractor from any responsibility
regarding defects or other failures to meet the contract requirements
which may be discovered prior to acceptance. Except as otherwise
:pftVided in this contract., acceptance shall be conclusive except as
regard's latent defects, frauds or such gross mistakes as amount to
fa m
-(e) The Contractor shall provide and maintain an inspection system
acceptable to the Government covering the supplies hereunder, Records
of all inspection work by the Contractor shall be kept complete and
available ' to the Government during the performance of this contract and
for such longer period as may be specified elsewhere in this contract. -
6 RESPQN5I13ILIT'Y FOR SUPPLIF (AS-PR 7-103.6)
Except as otherwise provided in this contract, (i) the Contractor
shall be-.responsible for the supplies covered by this contract until
they are delivered at the designated delivery point., regardless of the
point of inspection? (ii) after delivery to the Government at the
designated point and prior to acceptance by the Government or rejection
and giving notice thereof by the Goverrent9 the Government shall be
responsible for the less or destruction of or damage to the supplies
only if such lose9 destruction, or damage results from the negligence
of officers, agents., or employees of the Government acting within the
scope of their employment* and (iii) the Contractor shall bear all
,-risks as to .rejected supplies- after notice of rejection., except that
the Goverx ent shall be responsible for the loss., or destruction of9
or damage:to the supplies only if such lose9 destruction or damage
results from the gross negligence of officers., agents, or employees of
the Goverment acting within the 'scope of their employment. (Revs No.
28fl 1/28/58.
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7. PAYMENTS (ASPR 7m1O3.7)
The Contractor shall be paid,, upon t h e submission of `proper invoices
or vouchers,, the prices stipulated herein for supplies delivered and
accepted., less deductions; if any., as herein provided. Unless otherwise
specified,, payment will be made on partial deliveries accepted by the
Government when the amount due on such deliveries so war*ants9 or, when
requested by the Contractor,, payment for accepted partial deliveries
shall be made whenever such payment would equal or exceed either $1,000
or 50 percent of the total amount-of this contract. (Rev. No. 30, )/17/58.)
8. ASSIGNMENT OF CLAIMS (ASPS 7-103,8)
(a) Pursuant to the provisions of the Assignment of ;Claims Act of
1940, as amended (31 U. S. Code 203, 41 U. S. Code 15) if this contract
provides for payments aggregating $1,000 or more, claims for monies due
or to become due the Contractor from the Government under this contract
may be assigned to a bank., trust company,, or other financing institution.,
including any Federal lending agency,, and may thereafter be further
assigned and re-assigned to any such institution. Any sh assignment
or reassignment shall cover all amounts payable under this contract and
not already paid, and shall not be made to more than one party, except
that any such assignment or reassignment may be made to one party as
agent or trustee for two or more parties participating it such financing.
Notwithstanding any provisions of this contracts payments to an assignee
of any monies due or to become due under this contract shall not, to the
extent provided in said Act., as amended., be subject to reiduction or set-
off.
(b) In no event shall copies of this contract or of!any plans,
specifications,, or other similar documents relating to work under this
contract, if marked "Top Secret.," "Secret,," or "Confidential.,"'be
furnished to any assignee of any claim arising under this, contract or
to any other person not entitled to receive the same. 9 That a:
copy of any part or all of this contract so marked may be, furnished, or
any information contained therein may be disclosed, to such asbignee
upon the prior written authorization of the Contracting Officer.
(Rev, No. 28., 1/28/58,)
(c) The Contractor shall obtain the written authorization of the
Contracting Officer prior to the assignment of any rights under-this
contract,
9, ADDITIONAL BOND SECURITY (ASPS 7?103,9)
If any surety upon any bond furnished in connection with this contract
becomes'un&cceptable to the Government, or if any such surety fails to
furnish reports as to his financial condition from time th time as re-
quested by'the Government, the Contractor shall promptly furnish such
additional security as may be required from time to time to protect the
interests of the Government and of persons supplying labor or materials
in the prosecution of the work contemplated by this contract,
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l0. FEDERAL 9 STATE.. AND LOCAL TAXES (ASPR 11-1+01.1)
(a) As used throughout this clauseo the term "tax inclusive date"
means the date of negotiated contracts and the date set for the opening
of bids for contracts entered into through formal advertising, A. to
additional supplies or services procured by modification to this contract,
the terms "tax inclusive date!' means the date of such modification.
(b) Except an may be otherwise provided in this contractp the
contract price includes all Federal, State.. and loco.. taxes and duties
in effect and applicable to this contract on the tax inclusive date$,
except taxes (other than Federal transportation taxes) from which the
Government, the Contractor,, or the transactions or property covered by
this contract are then exempt. Unless specifically excluded, duties are
~noluded in the contract price,, and, if freight is included in the
contract price... Federal transportation taxes are likewise included.
(t ) (1) If the Contractor is required to pay or bear the burden
U) of any tax or duty,, which either was not to be
included in the contract price pursuant to the requirements of paragraph
(b)9 or was specifically excluded from the contract price by a provision
of this contract? or
(ii) of an increase in rate of any tax or duty, whether
or not such tax or duty was excluded from the contract price
or of any interest or penalty thereon.. the contract price shall be
correspondingly increased; that the Contractor warrants in
writing that no amount for such tax, duty, or rate increase was included
in the contract price as a contingency reserve or otherwise and RLQyld_gd
tgLtML-`that liability for such tax, duty, rate increase.. interest' or
penalty was' not incurred through the fault or negligence of the Contractor
or its failure to follow instructions of the Contracting Officer.
(2) If-the Contractor is not required to pay or bear the
burden, or,?"obtains a refund or drawback,, in whole or in party of any tax?
duty',,, interest, or penalty which (i) was to be included in the contract
price p 's t to the requirements of paragraph (b), (ii) was included
in the' dontract price, or (iii) was the basis of an increase in the
contract price, the contract price shall be correspondingly decreased or
the amount of such relief, refund,, or drawback shall be paid to the
Goverment.' as directed by the Contracting Officer. The contract price
also shall be correspondingly decreased if the Contractor, through its
fault'dr negligence or its failure to follow instructions of the Contract.
ing Officer, is required to pay or bear the burden, or does not obtain a
refund or draw back of any such tax, duty, interest, or penalty. Interest
paid or credited to the Contractor incident to a refund of taxes shall
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inure to the benefit of the Government to the extent that such interest
was earned after the Contractor was paid or reimbursed bye the Government
for such taxes.
(3) Invoices or vouchers covering any adjustment of the
contract price pursuant to this paragraph (c) shall set forth the amount
thereof as a separate item and shall identify the particular tax involved.
(4) Nothing in this paragraph (c) shall be applicable to
social security taxes; net income taxes; excess profit takes; capital
stock taxes; Federal transportation axes, except changes; in the rate
thereof,, including repeal, pertaining to shipments from the Contractor
to the Government; unemployment compensation takes.& ar State and
local taxes' except those levied on or measured by the contract or sales
price of the services or completed supplies furnished under this contract,,
including gross income taxes, gross receipts taxes, s .lesland use taxes,,
excise taxes, or franchise or occupation taxes measured by sales or
receipts from sales.
(5) No adjustment of less than $100 shall be made in the
contract price pursuant to this paragraph.
(d) Unless there does not exist any reasonable basis to sustain
an exemption, the Government agrees upon request of the Contractor, with-
out further liability except as otherwise provided in this contract,, to
furnish evidence appropriate to establish exemption from (i) any Federal
tax, which the Contractor warrants in writing was excluded from the
contract price, or (ii) any'State or local tax; ? r that evidence
appropriate to establish exemption from duties will be furnished,, and
Government bills of lading will be issued only at the discretion of the
Contracting Officer. In addition, the Contracting Officer may furnish
evidence appropriate to establish exemption from any tax that may,, pur-
suant to this clause, give rise to either an increase or decrease in the
contract price.
(e) (1) The Contractor shall promptly notify the C ,ntracting
Officer of all matters pertaining to Federal,, State, and local taxes
and. duties that reasonably may result in either`an increase or decrease
in the contract price.
(2) Whenever an increase or decrease in the contract price
may be required under this clause, the Contractor shall take action as
directed by the Contracting Officer, and the contract price shall be
equitably adjusted to cover the costs of such action, including any
interest, penalty, and reasonable attorney?s feesm (Rev.:No. 28, 1/28/58)
(Rev. No. 39,, 11/3/58; Rev. No. 49, 10/1/59).
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U. DEFAULT (ASPR 7-3-03.3-l'- APR 8-707)
subject t6-the provisions of paragraph (c)
(a) ... Tile Goverment may,
to the Contractor, terminate the
below, by written notice of default
whole or any -pa any one of the following circii-
~?t of this ~?niract in a
stances s
if the5contractor fails to make delivery of the supplies
0$. tee perform. the services within the time specified herein or any
eetengion thereof, or
if the Contractor fail sq to perform. any of the other
p1 v .t7l'Ju 1L1 Vitde ar wv~..o--_ _Y _
endanger performance of this contract in accordance with its terms,
and in either of these two circumstances does not cure such failure
within a period of lb days (or such longer period as the Contracting
Officer may authorize in writing) after receipt of notice from the
Contacting Officer specifying such fail ?ea
(b) In the (:vent the Government terminates this contract in
whole or in part as provided in paragraph (a) of this clause, the
Goverment may procure, upon-such terms and in such manner as the
Contracting Officer may deem appropriates supplies or services similar
to these soterminatedfl and the Contractor shall be liable to the
Government for any excess co`ats'for such similar supplies or services&
, That the Contractor shall continue the performance of this
contract:tp the extent not terminated under the provisions of this
claji s~,
(c) Except with respoct to defaults of subcontractors, the
Contractor shall not be liable for any excess costs if the failure to
perform the contract arises out of causes beyond the control and with-
out the fault or negligence of the Contractor. Such cauaes'may include,
but are not restricted to, acts of God or of the public enemy, acts of
the?Government in either its sovereign or contractual capacity, fires,
floaxls., epidemics, quarantine r4stx^ictions, strikes, freight embargoes,
an, . sually severe weather; but ,ire every case the failure to perform,
must be beyond the control and without the' fault or negligence 'of the
Cont ?a.ator. _ If the failure to_ perform. is caused by the default of a
=:#u conira+ct~~rs ax5.d if such default arises out of causes beyond the
p ntrol of both the Contractor and subcontractor, and without the fault
-Or :. negligent a of either of-thy, the Contractor shall not be liable for
aw e!XOeSs costa for failure to perform,' unless the supplies or services
' , bq, "varnished by the subconnractor were cbtainab:lLe , othe ? sources
in, sU,f fi c1.emt time to pe?mit the Contractor to meet the required delivery
seh~dule. x
d I? this contract is `terminate- as provided in paragraph (a)
of this clause, the Dove'went, in 'addition to any other rights provided
n,t s clause, may require the Contractor to transfer title and deliver
to the Ooverfiment, in the manner and to the extent directed by the
Contracting Officer', (i) any completed supplies, and (ii) such partially
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completed supplies and materials, parts, tools, dies9 jigs, fixtures,
plans, drawings, information, and contract rights (hereinafter called
"manufacturing materials") as the Contractor has specifically produced
or specifically acquired for the performance of such part of this con-
tract as has been terminated; and the Contractor shall, upon direction
of the Contracting Officer, protect and preserve property in possession
of the Contractor in which the Government has an interest. Payment for
completed supplies delivered to and accepted by the Government shall be
at the contract price, Payment for manufacturing materials delivered
to and accepted by the Government and for the protection and preservation
of property shall be in an amount agreed upon by the Contractor and the
Contracting Officers failure to agree to such amount shall be a dispute
concerning a question of fact within the meaning of the clause of this
contract entitled "Disputes.9
(e) If, after notice of termination of this contract under the
provisions of paragraph (a) of this clause, it is determined that the
failure to perform this contract is due to causes beyond-the control
and without the fault or negligence of the Contractor orsubcontractor
pursuant to the provisions of paragraph (c) of this claue9 such notice
of default shall be deemed to have been issued pursuant to the clause
of this contract entitled "Termination for Convenience of the Govern-
ment," and the rights and obligations.of the parties hereto shall in'
such event be governed by such clause, (Except as otherwise provided
in this contract,, this paragraph (e) applies only if this contract
contains such clause,)
(f) The rights and remedies of the Goverment provided in this
clause shall not be exclusive and are in addition to any; other rights
and remedies provided by law or under this contract. (Rev. No. 369
9/5/58).
7120 DISPUTES (ASPR 7-103.4)
(a) Except as otherwise provided in this contract,'any dispute
concerning a question of fact arising under this contract which is not
disposed of by agreement shall be decided by the Contracting Officer.,
who shall reduce his decision to writing and mail or otherwise-furnish
a copy thereof to the Contractor, The decision of the Contracting
Officer shall be final and conclusive unless, within 30 days from the
date of. receipt of such copy, the Contractor mails or otherwise furnishes
to the Contracting Officer a written appeal addressed tothe Secretary.
The decision of the SPeretary or his duly authorized representative for
the determination of such appeals shall be final and conclusive unless
determined. by a court of competent jurisdiction to have been fraudulent,,
or capricious, or arbitrary, or so grossly erroneous as necessarily to
imply bad faith, or not supported by substantial evidence. In connec-
tion with any appeal proceeding under this clause, the Contractor shall
be afforded an opportunity to be heard and to offer evidence in support
of its appeal. Pending final decision of a dispute here?inder, the
Contractor shall proceed diligently with the performance; of the contract
and in accordance with the Contracting Officer?s decision,
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(b) This "Disputes clause does not preclude consideration of law
q estions ?'in connection with decisions provided for in paragraph (a)
above. s ,( , That nothing in this contract shall be construed as
.making final the decision of any administrative official, representative,
or board-can a question of law. (Rev. Noe 28., V28/58.)
13 SOVIET 0ONTROLLED AREAS (ASP, 6-,403)
(a) The Contractor shall not acquire for use in the performance
of this contract any supplies or services originating from sources
within Soviet-controlled areas, as listed in the Schedule of this
contract, or from Hong Kong or Macao., without the written approval of
the Contracting Officer.
(b) -. T'he Contractor agrees to insert the provisions of this o].ause,
including the Soviet-controlled areas listed in .the Schedule and this
subparagraph (b), iii-all subcontracts hereunder. (R,67. No. 39, 11/3/58.)
14. _. EIGHT'-HOUR LAW OF 19i2O RT COMPENSATION ( PR 12-303 ?l)
This contract, to the extent that it is of a character specified in
the Eight-Hour Law of 1912 as amended (4O--To S. Code 324 326) and is not
covered-by the Walsh-Healey Public Contracts Act (41 N0 S. Code 35 45),
is subject to the following provisions and exceptions of said Eight-Hour
Law of 191-2, as.amended, and to all other provisions and exceptions of
said Laws
4o laborer or mechaini.o doing any part of the work contemplated by
this contract, in the employ of the Contractor or arn+y subcontractor - _
contracting for any part of the said work contemplated,, shall. be re-
quired or permitted to work more than eight hours in any one calendar
day upon such work., except upon the condition that compensation is paid
to, sine, ;laborer, or mechanic in accordance with the provisions of this
clauAse0 The wages of every laborer and mechanic employed by the Con-
tractor or any subcontractor engaged in the performance of this contract
shall be, ccompuited on a basic- day rate of eight hours per days and work
in excess of eight hours per day is permitted only upon the condition that
every such laborer and mechanic shall be compensated for all. hours
worked it excess of eight hours per day at not lase than one and one-
half times the basic rate of pay. For each violation of the r0?quirs
marts ;of this clause. a penalty of five dollars shall b. imposed for each
laborer or mechinic for every calendar day in which such employee is
required or. permitted to labor more than eight hours upon said weak
without receiving compensation computed in accordance with this clause,
and al. penn1ties thus imposed shall be withheld for the use and benefit
of,, the Gpverrnment.. (Rev. No 0 28, 1/28/58.)2.5.
WALSH=H:EAU,EY LIC CONTRACTS ACT (ASPR 1226044 mod)
If this contract is for the manufacture or f rnishing of ioateriale9
supplies,, articles or equipment in an amount which exceeds or may exceed
$10,,000 and is otherwise subject to the Walsh Healey Public Contracts
Act.,-as amended (41 H. S. Code 35-45), there are hereby incorporated
by reference all representations and stipulations required by said Act
and regulations issued thereunder by the Secretary of Labor, such
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representations and stipulations being subject tqall applicable rulings
and interpretations of the Secretary of Labor which are now or may
hereafter be in effects "except that the Contractor shall not be required
to include this clause in subcontracts issued hereunder when the
inclusion of this clause in a subcontract would jeopardize or conflict
with the security considerations established in connectipn with this
contract,"
16, NONDISCRIMINATION IN EMPLOYMENT (ASPR 12-802 mod)
_-e - work under this eont
the Contractor agrees not to discriminate against any employee or
applicant for employment because of races religion, col,], o;
origin. The aforesaid provision shall include, but not
the followings employments upgradin& demotion/or tra
or recruitment advertising, layoff or termination
forms of compensations and selection for tra
ship, The Contractor agrees to post her
available for employees and appliean
provided by the Contracting Offi
nondiscrimination clause, (
tional
invited to.
br- recruitment
ates!of pay or other
g, including apprentice-
6i employment, no ices to be .
setting forth the provisions of the
Noo 28, 1/28/58,)
(b) The Contra r further agrees to insert the foregoing
provision in all contracts hereunder, except subcontracts for
standard co cial supplies or raw materials, "and except as insertion
of the f going provision in a subcontract would jeopardize or
con t with the security considerations established in; connection
17, OFFICIALS NOT TO BENEFIT (ASFR 7-103.19)
No member of or delegate to Congress or resident commissioner,. shall
be admitted to any share or part of this contract,, or to'any benefit
that may arise therefrom- but this provision shall not be construed to
extend to this contract if made with a corporation for its general
benefit.
18. COVENANT AGAINST CONTINGENT FEES (ASFR 7-103.20)
The Contractor warrants that no person or selling agency has been
employed or retained to solicit or secure this contract upon an agree-
ment or understanding for a commission, percentage, brokerage or
contingent fees'excepting bona fide employees or bona fide established
commercdial or selling agencies maintained by the Contractor for the
purpose of securing business, For breach or violation ofthis warranty
the Government shall have the right to annul this contract without
liability or in its discretion to deduct from the contract price or
consideration, or otherwise recover, the full amount of such commissions
percentage, brokerage, or contingent fee.
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19, TERMINATION FOR. CONVENIENCE OF THE GOVERNMENT (ASPR 8-701)
(a) The performance of work under this .contract may be terminated
:'by the Govtornment in accordance with this clause in whole9 or from time
to time in part9 whenever the Contracting Officer shall determine that
such termination ~s in the best interests of they Goveramiento 4ny such
to nation shall be effected: by delivery to the Contractor of a Notice
of Termination specifying the extent to which performance of work ' under
:.the' contract ie terminated and the, date upon which such termination
becomes effective,
(b) After receipt of a Notice of Termination9 and except as
otherwise directed by the Contracting Officer9 the Contractor s
(i) stop work under the contract on the date and. to the extent
specified in the Notice of Termination9
(ii) place no further orders or subcontracts for wtterials9
services or faoilities9 except as may be necessary for.completion of
such portion of the work under the contract as is not ter in a.ted,e ,
(iii) terminate all orders and subcontracts to the extent that
they relate to the performance of work terminated by the Notice of
T e mination:
(iv) 'assign. to the Government9 in the ma..rner at the times, a
to the extent directed by the Contracting Officer9 all of the right9 ti p! e9
and interest of the Contractor under the o rders and subcontracts, sc ter-
minated., in- which case the Goverment, shall have the ri ght in its.-
discretionq to settle or pay any or all claims wising out of the termini
ation of such orders : and subcontracts-
settle all outstanding liabilities and all claims arising
out of such termination of,: orders and subcontracts9 with. the apprr??val
r ratification of the Contracting Officcer9.to the ctent he, may requi.re9
which approval or ratification shall be final for all, the purposes, of
this clause-
(vi) transfer title and deliver to the G;oversaent9 in the
nnerg.at the ti nes9 and to the extent9 if any9 directed by the
Cont ting Officer9 (A) the fabricated or unfabricated parts9 work in
process9 completed work9 supplies9 and other material produced ae. a
part of9 -or acquired in- connection with the. performance of9 the work
terminated by the Notice of Termination and (s), the completed or
partially completed plans9 drawings9 information9 and other property w'hich9
if, the contract had been completed, would have been required to be furnished
to the Government 9
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(vii) use its best efforts to sell,, in the manner, at the times.,
to the extent, and at the price or prices directed or authorized by the
Contracting Officer, any property of the types referred to in (vi) above;
vi however, that the Contractor (A) shall not be required to
extend credit to any purchaser, and (B) may acquire any such property
under the conditions prescribed by and at a price or prices approved by
the Contracting Officer and that the proceeds of any
such transfer or disposition shall be applied in reduction of any payments
to be made by the Government to the Contractor under this contract or
shall otherwise be credited to the price or cost of the work covered by
this contract or paid in such other manner as the Contracting Officer
may directs
(viii) complete performance of such part of the work as shall
not have been terminated by the Notice of Termination; and
(ix) take such action as may be necessary, or as the
Contracting Officer may direct, for the protection and preservation
of the property related to this contract which is in the possession of
the Contractor and in which the Government has or may acgire an
interest.
At any time after expiration of the plant clearance period, as defined
in Section VIII, Armed Services Procurement Regulation, as it may be
amended from time to time, the Contractor may submit to the Contract=
ing.Officer a list, certified as to quantity and quality,of any or all
items of termination inventory not previously disposed of, exclusive
of items the disposition of which has been directed or authorized by
the Contracting Officer, and'may request the Government to remdve such
item,--or enter into a storage agreement covering them, Not later than
fifteen (15) days thereafter. the Government will accept title'to such
items and remove them or enter into a storage agreement covering the
same$ that the list submitted shall be subject tO verification
by the Contracting Officer upon removal of the items, or if the items
are storedwithin forty-five (45) days from the date of $uba-is$ion of
the list,, and any necessary adjustment to correct the list as dubmnitted
shall''be made prior to final settlement.
(o) After receipt of a Notice of Termination, the Ccantraotor shall
submit?to the Contracting Officer its termination claim., in the formrt'
and with certification prescribed by the Contracting Officer. Bach "
claim'thall be submitted promptly but in no event later than one yeaf
from the effective date of termination, unless one or more extensions in
writing--aregranted by the Contracting Officer, upon request of the
Contractor" made in writing within such one year period or euthdri ed'ex-
teasibn thereof. However,, if the Contracting Officer detbrmines that
the. facts jtiatif'y such action, he may receive and act upon any -such ,f
termination claim at anytime after such one year period or any extension
thereof. Upon failure of the Contractor to submit its termination claim
within the time allowed, the Contracting Officer may, subject to any
-
S ettlem.-nt' Review Board approvals required by Section VIII of the . Armed
Services Procurement Regulation in effect as of the date of execution
of this contract, determine,, on the basis of information available to
him, the amount, if any, due to the Contractor by reason Of the termin-
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atioi'a nd shail1:,the ,upon-Pay"to the'; Contractor the am~aurat ;deter iaed~
33'1 Eaji I le r a.'""i as
c 3(d)- -,Subj,ot to'the provisions of paragraph (o)., and subject to air
Sett] e*eat jRev ew. Board Appi ovals" required by action VIII of the .,rased
S 3, e?d"P o et s Regulation in effect as of the date. of execution of
this contracts the Contractor and the Contracting Officer may agree 'upon
the *hol:e E cr'aa' - part of the am unt or amounts to be paid to the
Contra' to? bi peasdn of the total or partial termination of work pure nt
to this dlause~ which amount or amounts may include a. reasonable allowance
for-prdfit on =wwwi?k dotie~ that such agreed amount or amounts.,
exclU.sivw"Of 'settlement costs, shall not exceed the total contract price
as n.ded Eby the amount of payments otherwise made and as further
reduced br the contract price of work not terminated, - The contract shall
be amended accordingly, and the Contractor shall be paid the agreed amount.
Nothing n paragraph (e) of this clause, prescribing the amount to be
paid to the' Contractor in the event of failure of the Contractor and `the
Contracting Officer' to agree upon the whole amount to, be paid to the
Contractor' by reason of the termination of work pursuant to this clauses
shall be, deemed to limit., restrict, or otherwise determine or affect -
the afaou at 'or_=a counts which may br agreed upon to be paid to the Contractor
pursu t to' this paragraph (d) o . _A
` "I a the event of the .failure of the Contractor and the? Gontra0t-
~
e
ing Officer,, to- agree ab provided in paragraph (d) upon the whole amofat
' be. paid tau the" Contractor by reason -of the termination of work pul'snt
to this -clause;, the Contracting Officer shall' subject. to any settlement
s
d S
i
a
ce
erv
rme
Review Board approvals required by Section VIII of the
Procurement Regulation in effect as of the date of execution of this
coratrac 9 determine, on the oasis of information available to h-imfl the
amounts if ahyv due to the Contractor by reason of the. termination and
l
ows .
shallr*Y, to the Contractor the .amounts= determined as fol
leted supplies accepted by the Cover=eat (.r
co
mp
sold or ja-o giiced as 'provided 'izi paragraph () (vii) above) and not therein
tofore paid fors a _sum equivalent to the aggregate price for such
supplies-'domputed in accordance with the price or prices specified in
the c&1t ?a5t, appropriately adjusted for any saving of freight or other
charges8
F= iie) the total -of
. ~ ;-, `_ (A) the costs-- incurred in the performance of the work
terminated., including initial costs and preparatory expense allocablet there-
to, but exclusive of any costs attributable to supplies paid or to be
paid for;tndcr paragraph ~e)4i) hereof $;
the termination of work under subcontracts or orders, as provided in
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paragraph (b) (v) above., which are properly chargeable to'the terminated
portion of the contract (exclusive of amounts paid or payable on account
of supplies'or materials delivered or services furnished';by subcontractors
or vendors prior to the effective date of the Notice:of Terminaetion,
which amounts shall be included in the costs payable under (A) above; and
(C) a sum., as a profit., equal to 2 percent of that part
of the amount determined under (A) above which represents the cost of
articles and materials not processed by the Contractor., plus a sum
equal to 8 percent of th- reminder of such amount., but the aggregate of
such sums shall not exceed 6 percent of the whole of the amount deter-
mined under (A) above., wh5oh amount for the purpose of this subdivision
(C) shall exclude any clwrges for interest on borrowings; provided,
however, that if it appears that the Contractor would have sustained a
loss on the entire contract had it been completed, no profit shall be
included or allowed under this subdivision (C) and an appropriate
adjustment shall be made reducing the amount of the settlement to
reflect the indicated rate of loss- and
(iii) the reasonable costs of settlement, including accounting,
legal, clerical, and other expenses reasonably necessary for the
preparation of settlement claims and supporting data with respect to
the terminated portion of the contract and for the termination and
settlement of subcontracts thereunder, together with reasonable storage,
transportation, and other costs incurred in connection with the protection
or disposition of property allocable to this contract.
The total sum to be paid to the Contractor under (i) and'(ii) of this
paragraph (e) shall not exceed the total contract price as reduced by
the amount of payments otherwise made and as further reduced by
the contract price-of work not terminated. Except for normal spoilage,
and except to the extent that the Government shall have otherwise
expressly assumed the risk of loss., there shall be excluded from the
amoutzts payable to the Contractor as provided in (e)(i) and (ii)(A)
above., the fair value, as determined by the Contracting Officer, of
property which is destroyed, lost, stolen., or damaged so as to become
undeliverable to the Government, or to a buyer pursuant to paragraph
(b) (vii).
(f) Any determination of costs under paragraph (c) or (e) hereof
shall be governed by the principles for consideration of 'costs set
forth in paragraph 8302 of the Armed Services Procurement Regulation,
as in effect on the date of this contract.
(g) The Contractor shall have the right of appeal, !under the
clause of this contract entitled "Disputes," from any determination made
by the Contracting Officer under paragraphs (c) or (e) above, except
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ths17 if the Contractor hasp failed. to submmit` its c3.aixx within the: time
provided' in paragraph- (c) above and has failed to requ st- extensipn of
such ti ae,, it shall havi no such- right of appeal. In any case, where
the'Cvnti?e.cting Officer has made a determination of the amount due und?
~a aph`"(c) or (e) above., the Government shall pay: to the Contractor
the following'. (i)_if-there is no right of appeal hereunder or if no
timely- appeal: has been taken, they amount so determined by the. Contract-
ing Officer, or (ii) if an appeal has been taken., the amount firial-y
determined on such appeal.
F 5 : : ,
, r ,
P, " 90 AS , . 0 s (14A r .51
(h) In arriving at the amount due the Contractor under this
clauag "thex'e ? shall ' be deducted (i) all unliquidated advance or other
S e to on a,ceount theretofore made to the Contractor, applicable to
the terminated portion of this contract, (ii) any claim which the Govern-
ment iiay' have 'against-the Contractor in connection tiiith this -contracts
`(iii) the agreed price for,, or the proceeds of sale of, any materials,
supplies, or Esther things acquired by the Contractor or ecld, pursuant
to "the pro-visions of this clause,. and not otherwise recovered by or.
credited, to the Governments
If the termination hereunder be partial, prior to the
708ettlementof the terminated portion of this contract, the Contractor
may file with the Contracting Officer a request in writing for. an
eq'ai`tablr adjustment of the price ?dr prices epecifi.ed in the. contract
elating?to the continued portion of the contract (the portion not
"Yter na?tea_ by =the Notice of -Termination) and such equitable ad just
ment ass stray tie agreed upon shall be made in such `prise _or prices,
(j) The Government may from time to time, under such terms and
condo ti on's as Y "prPso ibei, maFte.'partial payments axed payments
on account against costs incurred by the Contractor in connection with
the teri~inated "port:idn of this co tract whenever-it the opinion of the
Contracting Officer the aggregate-of,sudh payments shall be-.within-the
amount to which the Contractor will be entitled hereunder. If the
total of suc h'pay ti~-nts ?is ih- excess -of the amount finally ,agreed "
determined ~ to :be, -due under this, *clause, such excess shall be payable
by "ttie" C?xntiactor to -tk e Government upon demand"-. -together ,with
interest computed at the rate of 6 percent per annum, for the period
from the date such excess payment is received by the Contractor to the
date on' thich such eaccese is repaid to `the Government$ how-
-ever'.. that no interest shall be charged with respect to any such excess
~ r attr bu,able to a reduction-in the ContractorAs claim by
rgasoi'df-retention- dr- other disposition of termination inventory
until ten days 'after the date of such retention or disposition,, or such
later -date as determined by-?the Contracting `Officer by reason of -the
circlt IStances. c: .3 : 'zo ,, .. rs.?;= wy e 7' ?r ?1 . S:~li+~4 +ar?sT
??~~he ~l~r,,. a a ? J .t_.~ I.:, c-n-.1 2r'c =v ?7 i_i bM '1irir."" P11-1 1,. zth aoZI"PSS ^ ll.
(ky ' Unless.otherwise =provided for in ?this . contract, or by applicable
sta? ute, the Qc tractor, 7from thae effegtive date of terminations and . for- a
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period of three years after final settlement under this contract, shall
preserve and make available to the Government at all reasonable times
at the Office of the Contractor but without direct charge to the Govern-
ment, all its books, records, documents, and other evidence bearing on
the costs and expenses of the Contractor under this contract and relating
to the work terminated hereunder, or, to the extent approved by the
Contracting Officer, photographs, microphotographs, or other authentic
reproductions thereof. (Rev. No, 49, 10/1/59).
20. AUTHORIZATION AND CONSENT (ASPR 9102,1)
The Government hereby gives its authorization and consent (without
prejudice toits rights of indemnification, if such rights are provided
for in this contract) for all use and manufacture, in the performance of
this contract or any part hereof or any amendment hereto or any sub-
contract hereunder (including any lower-tier subcontract), of any patented
invention U) embodied in the structure or composition o` any article
the delivery of which is accepted by the Government unde? this contract,
or (ii) utilized in the machinery, tools, or methods theuse of which
necessarily results from compliance by the Contractor or;the using
subcontractor with (a) Specifications or written provisions now or here-
after forming a part of'this contract, or (b) specific written instructions
given by the Contracting Officer directing the manner of':.performance.
The Contractors entire liability to the Government for patent infringe-
ment shall be'determined solely by the provisions of the indemnity clause,
if any, Included in the contract and the Government assures liability for
all otherinfringement to the extent of the authorization and consent
hereinabove granted.(Rev. No. 28, 1/28/58),
21. NOTICE AND ASSISTANCE REGARDING PATENT _.INFRINGENEN'T (ASPR 9-104)
The provisions of this clause shall be applicable o4y.if the
amount of this contract exceeds10,000.
(a) The Contractor shall report to the ContractingOfficer,
promptly and:in reasonable written detail, each notice or claim of
patent infringement based on the performance of this contract of which
the Contractor has knowledge.
(b) In the event of any suit against the Government, or any
claim against the Government made before suit has been instituted, on
account of any alleged patent infringement arising out of the performance
of this contract or out of the use of,any supplies furnished or work or
services performed hereunder, the Contractor shall furni0h to.the
Government, upon request, all evidence-and information iz?.possession of
the Contractor pertaining to such suit or claim. Such eyidenoe-and
information shall be furnished at the expense of the Government except
in those Gases in which the `Contractor has agreed tea indemnify the
,Government against the claim being asserted. (Rev. No. 359 7/15/58.)
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22. BUY AMERICAN ACT (ASM 6-104.5)
(a). In acquiring end products, the By American Act (4]. U. S.. Code
10 a..d) provides.!that the Government give preference to domestic source
end products? Tor the purpose-of this clause.:
(i) "oomponents'? means those articles, materiais, ana_suppiles,
which are.-directly incorporated in_the end products;
x (ii) 'end.products" means those articles, materials, and
supplies, vthich are to be acquired under this contract for public use;
) C? ; ~::r ; r T Y - MAINZ-- C L It :3[: f - 1917! -Lei
.(iii) a "domestic source end product'.' means (A) an u=anu
factured, end Product which has- beenmined. or produced, in.:the,'United
Sts~tes'`and ' (B an end product _manufactured in the United States if-the
cost of the components thereof which are mined, produced,:.or manufactured
in the United States exceeds 50 percent of the cost of. all its., components.
For the purposes of this (a)(iii)(B), components of foreign origin of the
same- type ojr?'kind as the products referred: to in (b) (ii) or (iii) of this
clause shall be treated as components-mined, produced, or manufactured
in-the United-States,
(b) The Contractor agrees that there will be delivered under this
contract only domestic source end products, except end.productss:
i,e:
O k i
(i) which are for use outside the United States;__,
(id:) which the Government determines are not mined, produced,
or manufactured. in, the United States in sufficient and reasonably avail-
able commercial gUant.ties.and of a satisfactory quality;
(i:ii) as to which the Secretary determines the domestic
preference to be inconsistent with the public interest; or
`, T
t3~ wa.t
(iv) as to which the Secretary determines :_the cost, to :thv ._:,:_.
Government to be unreasonable.
d
(c). Any, component mined, produced, or manufactured, in Canada, but
not set forth in the list of Canadian supplies excepted by the Secretary
and maintained pursuant to paragraph 6-103.15(a) of the Armed Services
Fr_o argm nt ' egul.ations shall-,be treated as a-, component- produced,
or manufactured outside the. United States, for the, purpose of ,(a) (iii) (B)
above, unless such component is to be incorporated in an end product
. Q.be de~.ivered`,under..this contract which is onsuch list, or is an
item'-on the, list sit forth in-paragraph 6.,105 of the Armed Services.
Procure rent Regulations, or>.is.otherwise determined to. be, nopa.vailable
-~+as het forth in (b) (ii) above., (Rqv. No. 45, 4/20/59)
r r , , : t f0 x% o s:r . bffm a ..rf. h% Ano i?rc4t".a. '
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23, FILING OF PATENT APPLICATIONS (ASPR 9-106)
(a) Before filing or causing to be filed-a patent application
disclosing any subject matter of this contract, which subject matter
is classified "Secret" or higher, the Contractor shall, citing the
thirty (30) day provision below, transmit the proposed application to
the Contracting Officer for determination whether., for reasons of
national security, such application should be placed under an order of
secrecy or sealed in accordance with the provisions of 35 U. S. Code
181188 or the issuance of a patent should be otherwise delayed under
pertinent statutes or regulations- and the Contractor shall observe
any instructions of the Contracting Officer with respect 'to the manner
of delivery of the patent application to the U. S. Patent Office for
filing, but the Contractor shall not be denied the'rightto file such
patent application.' If the Contracting Officer shall not have given
.any such instructions'within thirty (30) days from the date of mailing
or other transmittal of thee proposedapplication, the Contractor may
,file the application.
(b) The Contractor shall furnish to the Contracting Officer, at
the time of or prior to the time when the Contractor files or causes
to be filed a patent application disclosing any subject matter of this
contract, which subject matter is classified "Confidential," a copy of
such application for determination whether, for reasons of national
security,such application should be placed under an order of secrecy
or the issuance of a patent should be otherwise delayed under pertinent
statutes or regulations.
(c) In filing any patent application coming within',the scope of
this-clause, the Contractor shall observe all applicable security
regulations covering the transmission of classified subject matter.
24. PATENT RIGHTS (ASPR 7-107.2)'
(a) As used in this clause, the following terms shall have the
meanings set forth below
(i) The term "Subject Invention" means any invention, improve-
ment, or discovery (whether or not patentable) conceivedor first
actually reduced to practice either
(A) in the performance ofthe experimental, developmental,,
or research work called for or required under this contracts or
(B) in the performance of any experimental, developmental,
or research work relating to the subject matter of this contract which'
was done upon an understanding in writing that a contract. would be
awarded- grgvided that the-term "Subject Invention" shall not include any
invention which is specifically identified and listed in'the Schedule
for the purpose.of excluding it from the license granted by this clause.
(Rev. No. 28, 1/28/58,)
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 Approved For Release 2002/07/31 : CIA-RDP66B00728R000200220014-9
Tae term 8?Tecbnical Personnel" means any person employed
by or working under contract with t bo- Cont ?actor (other than a u contractor
whose responsibilities with respect to rights acczi. g to the_Gover ,at
in inventions arising under subcontracts are set forth in (g)Q W. and
(i) be1ov) -whop by reason of they. nature Qf LP_..,du ies is -connection with
the performance of .this, contract9 would reasonably be-axpected to mskeq.
.
inventions,-- (Rev.. No 0 2$ 9 x./2$/58 o )..
L
(iii) The terms ?isubccontr V.,?~gd. ~s bc~n raot ~? ffiean anyn :
subcontract or subcontractor of the Contractor, and any "lo er?t1esr sub-"
contract ,or :subcontractor ` e_r , a gQn~rac`to
(b) (1) The Contractor agrees to and does hereby g ya;nt ~ the
Government an. irrevocable. nonexclusive, nontransferable, and royalty_-free
. e:itse t o p a t ; e and cause to_;be9practiced byl or for the United States
Goverment throughout the a . eagh Sub invention in then a t ey9
use and disposition according to law, of any article or material, and 11,
the use4of'-ax, -method.:--,Noy l gq*pse g ?antp hereifl shall ?onvey any right
to. the ' Government tee {mane fa,c tux's 9 have, mane act 'ed or ugpe any Sub j eot
invention f orr - the. -purpose of p roviding , sex?:vice;s or supplies to _ tee
general public in eompetit ,on_wit the CQn# actor vr the Gpntra.m r
oo m rcia1..1i.cen.,Sees in the .. c anaed:, f de,;
.;; .
2) {With, respect to8
1 - ,. :.: gets
(1) anyg Subject Invention made by other then Technical
..
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